AMC Networks Inc (Pre-Reincorporation) (AMCX) 2013 Q4 法說會逐字稿

>> Operator Good morning. My name is Christy and I will be your conference operator today. At this time, I would like to welcome everyone to the AMC Networks' fourth quarter earnings conference call.

(Operator Instructions).

Thank you. I would now like to turn the conference over to Seth Zaslow, Senior Vice President of Investor Relations. Please go ahead.

Thank you. Good morning and welcome to the AMC Networks' full-year and fourth quarter 2013 earnings conference call. Joining us this morning are members of our executive team, Josh Sapan, President and Chief Executive Officer; Ed Carroll, Chief Operating Officer; and Sean Sullivan, Chief Financial Officer.

Following a discussion of the Company's full-year and fourth quarter 2013 results, we will open the call for questions. If you don't have a copy of today's earnings release, it is available on our website at AMCNetworks.com. This call can also be accessed via our website.

Please take note of the following: today's discussion may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of the future performance or results and involve risks and uncertainties that could cause actual results to differ.

Please refer to the Company's filings with the Securities and Exchange Commission for a discussion of risks and uncertainties. The Company disclaims any obligation to update the forward-looking statements that may be discussed during this call.

Further, we will discuss non-GAAP financial information. We believe the presentation of non-GAAP results provides you with useful, supplemental information concerning the Company's ongoing operations and is appropriate in your evaluation of the Company's performance.

Please refer to the press release and related footnotes for GAAP information and a reconciliation of GAAP to non-GAAP information, which we will refer to on this call.

I would now like to turn the call over to AMC Networks' President and CEO, Josh Sapan.

Good morning and thank you for joining us. I'll provide an update on the business and then turn it over to Sean Sullivan for some greater financial detail.

2013 was a successful year for AMC Networks. We made significant strides on both the financial and operational front and the fundamentals of our business are quite strong. On the financial front, the Company continued to deliver strong top-line growth.

Revenue grew 19% in the fourth quarter and 18% for the full-year. AOCF in the fourth quarter declined 4% as our results included a significant programming write-offs, primarily related to the three seasons of The Killing and Low Winter Son.

For the full-year AOCF grew 13%. If one were to adjust the AOCF for programming write-offs, our AOCF growth rate in the fourth quarter would have been in excess of 40% and full-year AOCF growth would have exceeded 20%.

As you may recall, these growth rates were favorably impacted by the VOOM dispute in 2012. On the operational front, our performance continues to be driven by the success of our original programming. At AMC, we have several returning shows that are working quite well.

The most notable being The Walking Dead. That show now in its fourth season, continues to break records for basic cable. The mid-season premiere that aired earlier this month, drew almost 16 million total viewers and over 10 million viewers in the key demo adults 18 to 49, outperforming the Winter Olympics an delivering an increase of over 30%, compared to the prior mid-season premiere.

Season to date, the show is up 25% in all key demos, as compared to the prior season and remains the number one program on all of TV broadcast and cable, in the key adult 18 to 49 demo.

Another of our shows Mad Men, one of the most critically acclaimed shows in the history of TV, returns in April for the first of two remaining years. We are quite pleased with our Western drama, Hell on Wheels which will be back for a fourth season the summer.

Our development pipeline is more significant than it has ever been. We have several new series that will air in 2014. TURN, a drama about America's first spy ring that takes place during the Revolutionary war is set to premiere in April.

A Show called Halt and Catch Fire, set in Texas in what was called Silicon Prairie, is a story about the rise of the PC era in the early 1980s and that's coming in June. Better Call Saul, which is a spin-off of Breaking Bad is scheduled to premiere in November. Beyond 2014, we have several additional projects in development, including a companion series to The Walking Dead and another series based on the graphic novel, Preacher, that is to be executive-produced by Seth Rogen.

We also have a few shows that aired in 2013 that won't be returning to the AMC line-up. Breaking Bad when out with a strong well-orchestrated finish, we think, in 2013, and we chose to cancel two other shows as I mentioned at the beginning of my remarks, recorded a write-off in the fourth quarter in connection with both of them.

We were not happy with the performance of Low Winter Son, which ran for one season and the other, The Killing was a show that ran for three seasons.

The same overall programming strategy that we are pursuing at AMC is in place at each of our other channels. We continue to ramp-up programming investment at WE TV, IFC and Sundance TV and these networks are each enjoying solid momentum. Our focus is to make each of these channels stronger, which we believe will ultimately make our portfolio of networks more valuable in the long term.

At WE TV, prime time ratings in the fourth quarter were up double-digits year-over-year in the key demos for that channel, women 18 to 49 and 25 to 54. For the full-year, prime time ratings in these same demos were up high-single to low double-digits. WE TVs performance was led by a combination of new and returning originals including the third season of the show called Braxton Family Values, which has become consistent top performer for the network, and a second season of Tamar & Vince, which is a spinoff of Braxton's.

A new show, Sisters With Voices Reunited premiered in January of this year to record ratings for our WE TV. At IFC, we are continuing to develop our strategy of producing alternative comedies. That effort is led by Portlandia, which returns for its fourth season tonight.

The network aired another show in January called Spoils of Babylon, executive produced by and featuring Will Ferrell along with Toby McGuire, Kristin Wiig and Jim Robbins and it performed extremely well.

We think Sundance TV is rapidly establishing itself as a new destination for high-quality scripted content. The network had a particularly strong year in 2013, led by a widely acclaimed original slate that included a series called Rectify, which was the channels first wholly-owned scripted original. Top of the Lake an award-winning mini series, and a series called The Returned, a French drama.

Rectify and The Returned will both be back on Sundance for second seasons in 2014, along with the networks second wholly-owned scripted original called The Red Road, a story set against the backdrop of two dueling communities that also premieres this very evening.

A mini series called the Honorable Women starting Maggie Gyllenhaal is the latest in a line of critically acclaimed limited series from Sundance and set to air later this year. We think all of those projects are strong additions to Sundance's expanded scripted slate.

Our ability to produce content that is valuable and monetized is increasingly driving our top-line performance. On the advertising side, we have seen healthy demand for our original programming. This demand has helped us to attract new quality advertisers to our networks and to grow ad revenue.

In the fourth quarter, the national networks grew ad revenue 31% over the prior-year. For the full-year, national networks grew advertising revenue by 27%.

On the distribution site, the national networks grew revenue by 9% in the fourth quarter over the prior-year period. For the full-year distribution revenue at the national networks grew 12%. Affiliate revenue, the largest component of that distribution revenue continued to increase at a healthy pace.

Growth for both the quarter and the full-year was in the mid- to high-single digits. A rate that was consistent with the range that we've previously discussed with you.

The non-affiliate portion of our distribution revenue base includes a combination of newer developing revenue streams from the distribution of our content on various ancillary platforms such as digital and the international sale of our shows.

In the quarter, we saw year-over-year growth principally related to distribution of The Walking Dead. For the full-year ancillary revenues from the sale of our original programming, primarily at AMC, resulted in strong year-over-year growth.

As for the performance of our international and other segment. In 2013, we further expanded the footprint of Sundance Channel AMC and WE TV outside of the US and remain committed and excited about the growth opportunity that this represents.

IFC Films, our distribution business, had a somewhat challenging year. The business, however, continues to build a library of content, now over 600 films and we think is a good slate of films for distribution for 2014.

During 2013, we also increased our development activities with regard to Internet delivery of video. We think this is an important area to stay focused on and believe it could lead to some attractive new opportunities in the future.

Before I turn the call over to Sean, I wanted to provide an update and a little more background on Chellomedia. As many of you know, at the end of January, we closed on our previous announced acquisition of this business for approximately $1 billion. What drove us to acquire the Chellomedia business was the opportunity to accelerate and enhance our international expansion strategy that began with the distribution of AMC, Sundance, and WE TV outside the US.

We view the international opportunity as one that has the potential to provide attractive long-term growth and value. Including Chellomedia, international revenue now accounts for over 20% of total Company revenue. The Chellomedia business consists of a portfolio with international cable channels as well as a technical support unit called DMC and an ad sales unit called Atmedia. In 2013, the Chello business generated approximately $465 million of revenue and approximately $95 million in AOCF.

The portfolio of cable networks is divided into four operating businesses that are in total distributed to over 400 million subscribers in over 130 countries, and span a wide range of programming genres, most notably movies and entertainment. The majority of sales in European markets, from the UK to Spain, to Central and Eastern Europe, with an increasing presence in Latin America. In aggregate, the cable networks accounted for almost 3/4 of total Chello revenue in 2013, and a higher percentage than that of total AOCF.

The Atmedia ad rep business represented slightly in excess of 20% of 2013 revenue. However, as is customary in this business, the AOCF margins are quite low. In the low to mid-single digit rage.

As we intended, as we evaluated Chello before the acquisition, we are evaluating our strategic alternatives for the ad rep business. Unlike our cable networks business in the US, which is fairly concentrated with a handful of networks in a relatively mature market here in the US, the Chellomedia networks portfolio is significantly more spread out through many various regions and countries.

The unique circumstances and our growth profiles of these territories can vary quite greatly due to a number of factors including those that our industry specific or macro economically driven. As a result, our specific execution can really vary dramatically across footprint and country, but I would like to touch a little on the broad initiatives that we're focused on now that it has been roughly 30 days since we closed on the deal.

The process we're undergoing involves balancing the near-term integration of this asset with our longer-term goal of expanding our international platform. In the near-term we're focused on maintaining the financial performance and growth that Chello has delivered over the past several years.

This entails various operational areas such as continuing to acquire attractive content, renewing existing as well as entering into new distribution affiliate contracts, and a further developing the less well-developed ad business. All of which we believe our real opportunities for Chello.

On the longer-term basis, we're exploring ways we can best position the business for continued growth and development. Most notably, we're focused on investment and content that we think can give us a competitive advantage. To date, AMC Networks has primarily sold its shows, the ones that we produce, to third parties for international distribution, and that's has worked out well and created a pretty good revenue stream for us.

More recently, and a part of our motivation in pursuing the Chello acquisition, we've given increased consideration to buying and distributing our content on our own international platform. We are looking to move closer toward a point in time where we can deploy our shows on our own platforms simultaneously and widely throughout the globe, not just in the US.

To that end, Rectify, from Sundance, premiered internationally on our AMC Sundance global channels. The Red Road, another scripted original from Sundance is scheduled to have its first international run on our own channels.

Going forward, the decisions regarding what to keep on our platform versus sell to others will be made with an eye on balancing the economics in the near-term versus the goal of creating long-term growth and value. While it's early days, we are quite excited about the opportunity that the Chellomedia business represents for the Company and for its shareholders.

So with that, I'd like to turn the call over to Sean Sullivan, who will provide some further detail on the financial results for the quarter-end for the year.

Thanks, Josh, and good morning.

Turning to the results for fourth quarter, total Company revenues grew 18.7% and the AOCF declined 4.5%. For the full-year, total Company revenues grew 17.7% and AOCF increased 12.6%.

As Josh mentioned, fourth-quarter and full-year AOCF was negatively impacted by programming write-offs at the national networks. In the fourth quarter of 2013, we recorded $52 million in charges, primarily related to the cancellation of The Killing and Low Winter Son on AMC and to the full-year of 2013, we recorded $61 million in charges. These amounts compare to write-offs of $2 million in the fourth quarter of 2012 and $10 million for the full-year 2012.

Our dispute with DISH in 2012 also impacted year-over-year results, particularly AOCF for both the fourth quarter and full-year. The dispute resulted in a meaningful loss of affiliate advertising revenue, as well as increased marketing and legal expenses in both the third- and fourth-quarters 2012.

On a segment basis, national networks revenues for the full-year increased 18.4% or $231 million. National networks AOCF for the full-year increased 13% or $64 million versus the prior-year period to a total of $556 million. In the fourth quarter, national network revenues increased 19.3% or $65 million.

Advertising revenues increased 30.9% to a total of $205 million, a portion of this increase related to the payroll DISH comparison. Excluding this impact AMC was the primary driver of growth, as it benefited from the performance of its original programming most notably The Walking Dead, as compared to the prior-year period.

Distribution revenues national networks increased 9.4% or $17 million to a total of $199 million versus the fourth quarter of 2012. The fourth quarter results reflected an increase in both affiliate revenue and other ancillary distribution revenues.

With respect to affiliate fees reported revenue growth was in the mid-to-high single-digit range. The year-over-year growth rate was favorably impacted by the temporary loss of carriage on DISH for one month in the prior-year period. Adjusting for this item our affiliate revenue growth was slightly lower but still within the mid- to high-single digits.

Fourth-quarter results reflected a double-digit year-over-year increase in non-affiliate revenues, due to increases in revenue related to AMCs scripted original programming, most notably the international distribution of The Walking Dead.

Moving to expenses, expenses in the quarter increased 28.7% or $67 million versus the prior-year period, principally due too increased targeting costs. This increase was partially offset by a decline in marketing expense. Increase in programming expense was principally associate with our continued investment of original programming across all four of our networks.

As I previously noted, the fourth quarter also included a charge of $52 million related to the write-off of various programming assets, compared to a charge of $2 million in the prior-year period. The decrease in marketing expense related to the timing of originals, as well as the absence of expenses incurred in connection in the dispute with DISH in the prior-year period.

Turning to the international and other segment, revenues for full-year increased 6.9% or $8 million to $122 million. AOCF for the full-year was a deficit of $35 million, a decline of $5 million versus the prior year period. In the fourth quarter, international and other revenues increased 7% or $2 million to $35 million.

AOCF for the fourth quarter was a deficit of $8 million, a decline of $4 million versus the fourth quarter of 2012. The revenue performance in the fourth quarter principally reflected an increase in international affiliate fees, which was partially offset by a decrease in revenues at IFC Films.

AOCF in the fourth quarter reflected the increase in revenue offset by increase in expenses. Expenses in our international operation increased. We also incurred professional fees of $5 million in the quarter related to the Chellomedia acquisition, as compared to $3 million in the prior-year period related to the VOOM lawsuit.

For full-year 2013, The Company recorded professional fees of $9 million as compared to $11 million in 2012. Total Company net income from continuing operations for the full-year was $291 million or $4 per diluted share.

This compares to $136 million or $1.89 per diluted share in the prior-year period. This increase was principally the result of growth in operating income. As a reminder, we recorded a litigation settlement gain in the second quarter of 2013 of $133 million or $1.13 per diluted share.

For the fourth quarter, total Company net income from continuing operations was $35 million or $0.49 per diluted share, compared to $15 million or $0.21 per diluted share in the prior-year period. The increase principally reflected the absence of charges related to the repayment of the term loan B facility in the fourth quarter of 2012.

In the fourth quarter 2013, the Company incurred charges totaling $5 million related to the amendment and restatement of its credit facility, which were more than offset by $7 million of income related to foreign currency transaction gains in connection with the Chellomedia acquisition.

Turning to free cash flow, the Company reported negative $74 million in free cash flow for the 12 months ended December 2013. This amount includes approximately $198 million of payments related to the VOOM lawsuit. Excluding the VOOM related payments, free cash flow for the full-year was $124 million.

For the 12 months ended 2013, total tax payments were $136 million. This amount includes the $23 million of net tax payments related to VOOM. Cash interest was $112 million and capital expenditures were $24 million.

Turning to the balance sheet, as of December 31, 2013, AMC Networks had $2.2 billion of outstanding debt. We had cash and cash equivalents of $522 million for a net debt position $1.7 billion. Our leverage ratio was 3.2 times based on an LTM AOCF of $524 million. The 3.2 times leverage ratio is down from 4.2 times at the end of 2012.

As we've previously announced, the Chellomedia acquisition was funded with cash on hand, as well as $600 million of incremental term loan debt. As a result of the transaction, our leverage ratio has increased by approximately one turn. We do however, expect to de-lever over time through a combination of AOCF growth and free cash flow generation.

In terms of capital allocation, we remain focused on investing in our core business, as we think this will generate the greatest return for our shareholders over the long-term. Accordingly, we will continue to increase our investment in programming across all of our channels and as a consequence of this there will be continued variability in both AOCF growth and margins. We believe this strategy and our disciplined approach to programming investment will allow us to continue to consistently grow AOCF over the long term, as we take advantage of the various opportunities we have to monetize our context.

In closing, 2013 was a successful year for AMC Networks. We look forward to continued success in 2014.

With that, we'd like to move to the question-and-answer portion of the call. Operator, please open the call for questions.

(Operator Instructions).

Your first question comes from Todd Juenger, Sanford Bernstein.

Hi, good morning. Thank you.

A quick one as usual and a little bit of a longer one. The quick one is just, can you remind us if there are any distribution renewals coming in 2014 we should be aware of? I know you don't talk about specific deals but just generally the pace of any other US distribution renewals.

The longer one, Josh, if you don't mind just commenting on. As we move forward to new shows like TURN and Halt, what should we be thinking about in terms of the threshold for the success level of those new shows in terms of being able to keep them on the schedule for success of seasons and turning into ultimately licensing and syndication revenue?

Is there a range of sort of audience level or a pace of audience growth as the show moves on over time? What observer metrics can we look at to figure out whether those shows are working or not? Thanks.

Sure. Todd, on the renewals situation, and thanks for acknowledging that we don't sort of mention the specific names. But the average contracts that we enter into on the US and MVPD distribution side probably fall into the 5 to 7 year range.

As a consequence of that, in any year, we generally have somewhere between one, two, and three or four significant ones coming up. There are lighter and heavier years. We are mindful of not having them all come up at once, which would put us in disadvantage situation.

So I think if I may, probably the best way to think of it is to think that in any years there's one or two fairly important ones. And there are eight, nine MVPDs that represent and that number will soon be reduced, presumably, but they represent the lions share of distribution. But the smaller-ish ones also have an impact on market rates because it's a relatively small commercial community.

So I think in any given year I think it's probably fair to say that number come up for renewal. That's the way to think about it. So we're always focused on it. There's always something right before us that we are working on. And that's that story.

On the ratings threshold, it's a good question. I'm just going to mention one thing that underpins it, which is, it is ultimately an economic equation. And so what we pay for a show matters a lot, of course.

Certain shows are less and more expensive depending upon what they cost. So if a show is very expensive than it has a higher threshold. I'm perhaps stating the obvious, if a show is less expensive it has a lower threshold.

So just to give you the entire portrait of it, our movie licensing in a certain sense has a lower threshold because we combine more economically. And we can get delivery through multiple exhibitions that makes that licensing economic. So sort of think, if you will, that that's an easier bar, in general.

On the original side, the question can be answered simply by saying, we would look for a certain household rating range to keep it on the schedule. What slightly complicates that is the trajectory season over season, which you referred to, and also what rights we own in that show.

So I'll just mention the other two things first. I hope the answer is not too complicated.

If we own the show and we have the full reward of the exploitation of ancillary rights in SFOD international, then the economic picture of that show is most directly influenced by that spectrum of rights. We can be rewarded. So we're additionally motivated by degree to keep it on the air.

If we don't, it becomes a summer and narrower economic equation, which is -- how many people watched? What do we get in the ad revenue in show? And does it make the cut or not?

The other complicating factor, just or complicated, the other issue is trajectory. And this is to me a very interesting issue, which is most TV shows tend to premier at a certain level and then in seasons two and three they tend to sort of decline a bit. That's a standard TV pattern.

We have seen shows, and I think it is not just us, it's a consequence of the time where they build season over season. We saw that in The Walking Dead, Breaking Bad, Mad Men, Hell on Wheels. And the availability of on-demand technology aids that.

So sorry to give you an imperfect answer, but there is a threshold that is the base threshold, then that threshold is influenced by our ownership and what we see as a pattern of consumption off of linear.

I hope that sort of answers the question. I'm sorry if that it's an imperfect answer.

Fair enough. Thanks for the commentary. Good enough. Thanks guys.

Thank you. Your next question comes from Vasily Karasyov of Sterne Agee.

Hi, good morning. So $61 million write-downs in the year.

How with all of the new shows coming up and you're talking about the pipeline, what is the normalized level of write-downs you think for a business like yours? How can we get comfortable with the assumption that 2014 is not going to be another $60 million in write-downs?

And then another question I had, can you break down for us, please, the advertising revenue growth in the quarter, what the portion of that was driven by pricing and what portion by increased sale through? Thank you.

Thanks, Vasily. This is Sean. I'll the first one and maybe I'll pass it over to Ed or Josh on the advertising question.

Again, we are, as we've said, we will continue to invest incrementally more in content. It's been historically a lot about the AMC originals.

As you know, we're investing in meaningful shows on both WE and Sundance as well. I think it's difficult for me -- we obviously plan for success as a Company as we invest in shows across all of our channels. I think we take a very disciplined approach to our programming strategy. We periodically review the inventory and its utility and vitality.

I think the non-cash charge you saw this quarter was obviously exceptional, as it related to three seasons of The Killing and Low Winter Son which we cancelled. So, I think that it's hard for me to respond about what is normal.

I think, certainly, as you know, as we invest more and make invest -- it's an expensive business and not everything is going to work. So I think it is a potential outcome, but we certainly don't plan for write-offs.

So what you're saying is you're not going to commit to normal but you're saying that the $61 million you see it as exceptional and not normal?

Yes. I mean I see it -- again, it's a non-cash charge in the quarter. I view it as exceptional because we've just written off primarily the biggest component of it is The Killing, which is three seasons in the carrying value.

We just looked at the performance of the show, it's continued utility and vitality to us as a Company and we made the determination that we should write-off. And so we'll make those same assessments and evaluations as we go forward with all of our shows and all of our inventory.

On the ad sales piece, I would just say sellout levels were relatively stable quarter on quarter. So the revenue increase was primarily driven by pricing and by delivery growth. And the delivery growth was mainly fueled by a combination of better performance of movies and on originals at AMC.

All right. Thank you very much.

Thank you. Your question comes from Michael Morris of Guggenheim Securities.

Hi, thanks. Good morning, guys. Two questions.

One, with the investments that you're making both in Chello and in programming, can you talk about what metric you use to gauge the success of those investments? How do you measure the success and can you give us any insight on what sort of time frame you think about in trying to reach those metrics?

And then second, just expanding on the last question, could you talk about how much of your cash programming cost grew this year? I know it will be available in the K, but if you could share that with us that would be great. ANd share any insight on and apples to apples basis I think ex-Chello, anything that you can share on what the trajectory would look like in 2014 relative to 2013 given your plans? Thanks.

So let me take the last two first. When the K, which I think we plan to file later today, the cash investment in excess of the programming amortization, excluding the programming write-off we've been talking about, Mike, is approximately $75 million to $80 million cash in excess of amort. I think that's fairly consistent and slightly ahead of where we were in 2012.

As you can appreciate in the fourth quarter, there were meaningful payments related to The Walking Dead, to TURN, to Halt, The Divide, which is coming on WE. So the fourth-quarter cash flow did have some meaningful uses of working capital as it related to the investment and production of those shows.

As you know, going forward and thinking about 2014, I think, we're obviously not going to give you guidance relative to what the cash versus amort. It's obviously not in our policy of sorts, but I think it's just fair to say, as the shows get announced, as we expand originals across all of the channels, I think over the long-term, it's in your best interest, and our best interest for the value of this Enterprise to continue to spend incrementally more on content. I think that will ultimately win out in the end.

In terms of when we look at Chello, when we look at programming, and what metrics and how do we gauge success. I think as we have always said, we're looking to drive strong top-line performance. We're really focused on driving AOCF growth as a Company over the long-term. As we've talked about, we will see margin variability quarter to quarter, year to year. There'll be some near-term pressure as we really ramp up the investment in some of these other channels.

I think Josh had addressed how we look at success as it relates to specific programs. But certainly in an ownership model where we control ancillary rights whether it be international distribution, SFOD, et cetera, I think we have a fairly disciplined approach and know what the key to success and can gauge it. That will drive a lot of our decisions.

In terms of Chello, I think it's obviously early days. Their profile in terms of growth in margin is obviously slightly different than ours. We see a real strong growing opportunity. The diversification it provides and ultimately the growing presence for the platform.

So I think stay tuned. There'll be more information in each successive quarter about Chello. We can really articulate the metrics for success there.

Great. Thank you.

Thank you. Your next question comes from Michael Nathanson of MoffettNathanson.

Thanks. I have two for Sean.

Sean, first on Chello, any sense at this point of what the amortization is going to be from the acquisition? You gave us revenues EBITDA. I wonder if you could give us what you expect on increments or amort from that deal?

Yes, I think, Mike, it's early days. We're still in the process of doing the purchase price allocation and what amortization is. We'll certainly evaluate whether or not we have publish with and without as it relates to the release so we can kind of strip away the impacts of purchase accounting.

Let me ask this question, if we [had include this] accounting they stepped up debt expense, do you think it's going to be incrementally accretive to EPS in the first year?

I think what we said, Michael, is that, from a free cash flow perspective, we see this as a meaningful accretive acquisition. I think it's just too early too comment on your EPS question.

Okay. So therefore the K doesn't have any kind of guidance on the amort?

No. As you know we close the deal on the January, 31. You'll probably not really see a whole lot of new information in the K as it relates to Chello, other than the facts that we've already published.

We will be filing an AKA in mid April which will have some of the pro forma financial information and historical results of Chello as required by the SEC. So I think in mid April you'll get a fair amount of information that has yet to be disclosed.

Okay, thanks, Sean.

And then let me ask you this, on distribution revenues excluding [affiliate] fees, the content sales from SFOD International. Now that you own international assets, and I know some of you SFOD comps are tough in 2013, how are you thinking or how should we think about the growth in the non-affiliate fee section and the distribution fees? So can you think about the puts and takes for this year and how we should think about that?

Yes, I don't think that in the near-term it really changes a whole lot. As you know, we have very good partners internationally today with Fox International and others. So I think as we've always said, I think that a mid to long-term opportunity as it relates to populating our own channels internationally with our content.

So I think that the number of episodes and shows we do, what rights we control and how that impacts SFOD and international and EST revenues will really drive the variability going forward as opposed to Chello really having an impact on us.

Okay. So nothing dramatic [in just a short ling in] what we expect, in terms of change? Nothing dramatic change?

Yes. That is absolutely right.

All right. Thanks a lot.

Thank you. Next question comes from Ben Swinburne, Morgan Stanley.

Thank you. First on domestic affiliate revenue. Josh, you mentioned Q4 in the year were mid- to high-single digits. I didn't know if you had any expectation on 2014, whether it'd be within that range or even more specifically if you expected it to be higher or lower in 2014 then 2013.

And I asked partly in context of the subscriber metrics you report were down a touch sequentially. I know those our Nielsen numbers not what you got paid on. But I thought I would just throw that out there and ask too.

Sure, so they are Nielsen numbers. So they're not to be taken to the bank. Actually our viewing subscribers are up. So that's at least as important if not a more important true indicator.

I think we're running at that pace mid to high. We don't particularly see it changing.

The effect of any one deal on the absolute average or blended rate of growth in a given year is not going to be that profound. So this where we're tracking, it's where we've been tracking over the past, I guess, 1.5 years. It's up from where it was, which was low to mid and that's the trend we're in. And we've -- for the immediate term see it continuing.

Got it. And then on Chello, you made a comment that your strategy is to maintain its historical growth rate or something to that effect. Can you give us a sense for what the business grew top-line in 2013 on the revenue front? And I don't know if there's a way to think about that organically.

I know there's a lot a currency noise in the numbers. But can you tell us what the business grew at last year, so we can put some meat on that strategy point you made?

Yes, Ben, this is Sean. The historical growth rate, both in terms of revenue and AOCF, is kind of the mid- to high-single digits. You'll see that when it comes out in April.

Okay. That sort of currency neutral.

Yes.

Okay. Lastly, I just wanted to confirm, you made the point before, no immediate change to how you license your product international. So I think The Walking Dead is your largest international licensing revenue stream, I think Fox distributes it for you, and correct me if I am wrong. It sounds like you have no intention to change the plan with that show and move that onto your Chello platform anytime soon. I just wanted to see if you would comment on that show?

Yes. That is correct.

We think this will be a gradual and evolutionary undertaking, really. And we'll take a look at shows that come up in the future and where they have the greatest return for us. Balancing the immediate economic rewards with something that is somewhat more long term.

So it will really be a blended approach to where they test near-term and long-term opportunity. In addition, we have financial partners and others and many of the shows will be guided by their needs as well. So there is no switch flipping in any case on what we do at our TV shows overseas.

Okay. And, Sean, do you have the currency exposure mix for the business historically just for our modeling purposes for Chello?

Yes. We do. 80% of the business is really Euro based.

Okay. Thank you.

Thank you.

Thank you. Your next question comes from Richard Greenfield of BTIG.

Hi. A couple of questions. I think when we had this exact call last year, Josh, we talked to you or asked you about margins on the business. And you talked to the fact that other then the kind of one time events related to DISH and VOOM that you saw no reason for margins to be relatively flatt-ish.

Given the comments in terms of the ramp in production, the need to ramp production, I'm wondering, do you still feel comfortable with maintaining flat margins? Or are we going to look at an environment where revenue growth can be robust but margins may be under pressure over the next several years?

And then I just wanted to follow-up on the free cash flow side. If you back out everything, it does look like you were down roughly $100 million organically in free cash flow.

Just wondering, as you look forward into 2014 and 2015, at least 2014, are there things that we should be thinking about in terms of timing of working capital and cash expenditures that help us think about how we even would model free cash flow in 2014?

Right. So I think that on the margin side, we have been flatt-ish, Rich, not perfectly flat every year. A little bit like some of our siblings. And we're, of course, mindful of margins and we balance that against the content investment that you pointed out. And that we're really serious about and we believe is where our reward is.

So I think there will be degrees of margin pressure, degrees. And there'll be certainly margin variability, depending upon what quarter or period we are in.

I do think that we have very much in our minds a flatt-ish approach to margins. I think, as well as I can tell, we will be able to achieve that broadly.

I'll turn it over to Sean, if I may, on the free cash flow.

Yes, Rich, in terms of free cash flow, I think the biggest impact in 2013 is obviously our tax attributes and the full utilization of our NOLs that we had as Company really significantly impacted our year-over-year free cash flow.

So as we go forward, I think that will normalize year over year, now that we're a full taxpayer. I will say that Chello and now having a meaningful international platform, hopefully, will present some opportunities to address both cash and float tax rate. Otherwise, it's really the variability and the timing of cash investment against the original programming for each of our channels.

So to the extent we continue to invest equalling more in total hours across the Company, then that would have, obviously, a higher utilization of cash. But there'll be some variability, I think really to your question, taxes is the big impact.

And hen just a housekeeping point. Josh mentioned three big shows coming this year, all which will launch over the next call it nine months.

Just wondering if you could give us any a sense of whether, in terms of the financial commitments, the risk profile? Which is biggest to smallest out of those three major programs coming?

So, Rich, I guess it's tough to provide sort of big, small, as it relates too TURN, Halt and Catch Fire, and Better Call Saul. These shows are --they're all well done shows. They look pretty good and they look like -- and they cost a fair amount of money each.

So I think really the way I would answer it is they're all reasonably -- pretty expensive TV shows. There's no big bargain among them. On those three scripted shows. So they're in the same spectrum of cost, broadly.

Thank you very much.

Thank you. Your next question comes from Anthony DiClemente of Nomura.

Hi, thanks. Just trying to get a sense of the advertising growth trajectory. And maybe this is a simplistic question, but we're wondering is do you need ratings to grow in order for ad revenue to grow?

Despite these tough comps, obviously you have tough comps on the ratings and on the ad side. So far the trajectory looks okay on ratings. I'm wondering, do you have a halo effect that's embedded in the business from the success that Breaking Bad and Mad Men have had the past couple years, that's extended to CPMs for your ad sales force?

Or is it truly that you guys need TURN, Halt and Catch Fire, and or Better Call Saul to really hit in order to hit some of these advertising expectations for 2014, say plus 10%?

That's a good question, Anthony. What you call halo effect, our ad sales people don't call it that. But I do think it's fair to say that AMC has successfully moved up it's place in line.

So we see it earlier during the upfront and we've steadily increased the volume of advertising dollars that we take into the upfront. And I think we've established a reputation for quality among advertiser buyers for the shows that we've had on.

So I think when we're launching new shows like Halt and TURN, advertisers are willing to place relatively large bets. And that does endure. Certainly, increasing growth in delivery is one of the factors that is important to us to continue to grow the revenue top line.

And I'd also point out, though, that both SundanceTV and IFC are at a relatively new stage in their advertising development. And we see substantial runway with those networks.

So could you maybe just put a finer point on it? You grew ad revenue 30% for the year. Is there a way that you could give us what the CPM growth was just kind of on average across your properties?

I won't break it down. The 30% is a good number. We feel great about our slate and the reception it's had in this marketplace. But of course, we'll also be subject to the macroeconomics of the ad sales marketplace.

Okay. Maybe one last attempt, which is, if these three big shows hit your internal budgeted targets, could ad revenue grow 10%? If that's a question.

I'm not going to put a target -- I just can't put a target on it.

Okay, guys. Thanks a lot.

Your next question comes from Ben Mogil of Steifel.

Hi, guys. Good morning. And thanks for taking my question.

So two questions. On the Chello deal, have you signed as part of the purchase agreement with Liberty Global a long-term carriage deal with Global? Maybe you could talk a little about the carriage renewals at Chello.

Sure, Ben. Again, we probably can't speak to what we did or didn't do with Liberty Global as it relates to the carriage of the channels. I will say we were certainly cognizant of securing meaningful distribution and term as it related to a billion-dollar acquisition with Liberty Global.

In terms of the rest of the business, it's a Company Chello with 1200 affiliate agreements or thereabouts. It's slightly different than what the environment here is in the US. So that's kind of the context.

Of the affiliate revenue, which I guess you said was about 75% of the $465 million in revenue. What percentage of that, let's call it $300 million or so, is Liberty Global related? Can you disclose that?

Liberty Global is obviously a big affiliate. We can't give you a specific number. It's a big affiliate, perhaps not as -- sorry to be cute about it -- perhaps not as big as you might imagine in terms of the almost global footprint that Chello has, including Latin America and other places. So Liberty Global is a big affiliate and is meaningful, not extraordinary in terms of its overall impact.

Okay. Thanks, Josh.

And then when you talk about strategic options you are looking for, for the ad business there, obviously I don't expect you to sort of give all of the options on this call, but would it be sort of something like partnering up with some existing other operators in the market to sort of pool together your sales force? Is that the kind of thing that you're looking at?

Yes. When we examined the business before we bid, which we did, hopefully, with a lot of care. We identified that that business, which we are familiar with because we use to do it ourselves here in the US in an earlier day. It's a business that generally is really margin challenged. It's fairly fragile.

We didn't think that there was necessarily a reason for us to be in it unless there was an ancillary benefit that was related to representing someone from an ad sales point of view. The contracts as you know are near term and they just churn.

So we are looking at all sorts of options with what to do with it. And they include what you mentioned; sure. They're all on the t able.

Okay, thanks. And then just one last quick one. Obviously Breaking Bad was not -- the episodes in fourth quarter were not new, you were just running some reruns. Would you view it, the ad number from Breaking Bad in the fourth quarter as material?

I don't know that we necessarily look at it that way. We certainly think the show is, today, helpful to us at AMC in multiple ways.

So we think that the show is vital, and it does -- people do watch. And it's used on other platforms. So we think it's vital.

I'm not sure I'd answer material or not in terms of the ad revenue. It's there. It is performing at our expectations.

Okay. Thanks, that's great. Thanks, Josh. Thanks, Sean.

Your next question Amy Yong, Macquarie.

Thanks. Two questions.

First one on domestic side. Can you just talk about a little bit about the growth opportunities over at the smaller networks and where we are in the investment cycle on the programming side? And is there any way to leverage the success that you've seen over at AMC as you talk to ad buyers?

And my second question is on Chello, can you frame for us how long the integration process you think will be? And I guess how important is digital distribution internationally, given that Netflix isn't as well established as it is here? In the US? Thanks.

Thanks, Amy. On your first question about leveraging the smaller networks. We are underway in that process. As I mentioned before, IFC and now Sundance, have now been transformed to a standard ad supported format. One of the things that we did for the first time in this upfront is, we had all four networks go out together, sell their originals together. So we were in the market with Rectify Season 2 and Red Road, right alongside the originals on AMC.

On IFC, we've ramped up the number of episodes and the number of hours of originals in this, what we call, alternative comedy category that we are pioneering. And the advertising response to that has been strong.

So we are, and I should mention that the ad sales group is under common management at both IFC, Sundance, WE and AMC reporting to same Senior manager. So leveraging the strength of AMC to our other networks is very much a strategy and we are down that path.

Amy, this is Josh.

Can I ask you just to -- your second question I was not quite clear at what you were actually trying to get at. You mentioned the length of integration, you mentioned digital. I'm wasn't quite sure what you were trying to get out. Do you mind one more?

Yes, sure. I mean when we think about Chello, is it fair to assume that there could be some growth in the back half of this year? Or is it more of 2015 story? And I guess just how important is digital distribution internationally?

Oh you mean digital, yes. Now I understand your question.

So we are signing up new affiliation agreements. We are renewing current affiliation agreements. If that's what you meant by digital.

We sell to a range of MVPDs around the globe. Some are at different paces of deployment in digital. They're interested in HD. Some of them are terribly advanced and it looks just like the US. Some of them are less advanced and they're actually deploying digital now and deploying HD and VOD for the first time.

So those represent some significant opportunities. That's the pace we're at. So I think the picture is pretty good from a distribution opportunity.

I didn't know if you were asking about Love Film or Netflix and opportunities internationally. If you were, we certainly understand that opportunity. We think about them. We do business with them. And we do business with them on our TV shows.

So I wasn't sure which particular area you were talking about. But I hope I answered your question.

Yes. That's helpful. Thank you.

Operator, we have time for one more question, please.

Your final question comes from Dave Joyce, International Strategy and Investment Group.

All right. Thank you very much.

Given that you now have both Chellomedia and the [E1] agreement, what can you and can you not do with your programming? If you could just lay that out for us, please.

So the E1 agreement provides for a finite amount of scripted programs that roll into that agreement. And the shows that do fall into that agreement, David, we have first option of negotiation. So I think we have fair amount of flexibility to acquire from E1 the product that we want and put it on the platforms that we think it could do the most good.

As Josh said earlier, we'll be weighing with each of our series how to maximize the revenue for the series and weighing that against the opportunity for mid-term and long-term increased vitality on the Chello networks.

Great. Thank you very much.

All right. Well, thank you, everyone, for joining us on today's call, and for your interest in AMC Networks. Operator, you can now conclude the call.

Thank you. This does conclude today's AMC Networks' fourth-quarter earnings conference call. You may now disconnect.