National Cinemedia Inc (NCMI) 2014 Q4 法說會逐字稿

Greetings, and welcome to the National CineMedia fourth-quarter and full-year 2014 earnings conference call. (Operator Instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. David Oddo, Senior Vice President of Finance. Thank you. Mr. Oddo, you may begin.

Good afternoon. I would like to remind our listeners that this conference call contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended in Section 21A of the Securities Exchange Act of 1934's amendment. All statements other than the statements of historical facts communicated during this conference call may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. The important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the risk factors contained in the Company's filings with the SEC. All forward-looking statements are expressly qualified in their entirety by such factors.

Further, our discussion today includes some non-GAAP measures. In accordance with Regulation G, we have reconciled these amounts back to the closest GAAP basis measurement. These reconciliations can be found at the end of today's earnings release or on the investor page of our website at www.NCM.com.

Now I'll turn the call over to Kurt Hall, CEO of National CineMedia.

Thanks, David. Good afternoon, everyone. Welcome, and thanks for joining us for our 2014 earnings call. During this call, I will provide a brief overview of our 2014 results including the factors that led to our strong recovery in the fourth quarter. I will also comment on our outlook for 2015 and progress against our longer-term operating strategy, including a brief update on the status of the Screenvision merger.

David will then provide a more detailed discussion of our financial performance for Q4 and all of 2014 and provide some more color around our guidance for Q1 and full-year 2015. And then, as always, we will open the line for questions.

2014 was a challenging year for us as we navigated the impact on the video advertising marketplace of shifts in consumer programming consumption. After a tough first nine months, we finished the year with solid Q4 revenue growth of 14%, excluding the Fathom business that was sold at the end of 2013. This growth was primarily due to a 23% increase in our Q4 national advertising revenue, which more than offset a 4% decrease in local and regional advertising sales. The turnaround in our national business in Q4 was primarily the result of higher national upfront commitments that significantly increased our inventory utilization at CPMs consistent with Q4 2013. We also benefited by an extra week in Q4 related to 2014 being a 53-week year.

Our Q4 adjusted OIBDA, excluding the Fathom business and Screenvision merger-related expenses, grew over 22% versus 2013 due to the increase in higher-margin national advertising revenue that helped drive a 400-basis-point increase in our Q4 adjusted OIBDA margins, excluding Fathom. This strong finish to 2014 by our national advertising sales team and a great year by our local team did not offset a very weak national scatter market in the second and third quarters. As a result, our total 2014 revenue, excluding Fathom, decreased nearly 8% as meaningful decreases in national and beverage revenue more than offset strong growth in our local and regional business.

The Q2 and Q3 national scatter market appeared to be negatively impacted by delays in spending as media planners contemplated their allocations of their video marketing budgets. The impact of changes in consumer media consumption related to the DVR, the Internet, and the proliferation of smart phones have provided marketers with significantly more large national video advertising platforms from which to choose.

While these market pressures created challenges for us in 2014, the success of our upfront strategy has allowed us to be a more meaningful part of discussions with marketers as they evaluate alternative video advertising platforms. Since our last earnings call in November, we have continued to finalize commitment amounts and flight timing and complete the documentation on several of our upfront commitments that relate to calendar 2015. This discussion with clients during their planning stage has allowed us to secure commitments for multiple flights, including months where demand has been historically low.

We also worked with clients to reallocate to cinema a portion of their video budgets related to their day-to-day branding campaigns as well as supporting their new product launches.

One of the most exciting outcomes of last year's Upfront campaign was the completion of a meaningful commitment from one of our -- one of the major advertising agency buying groups that will be used by their various clients during 2015. You will be hearing more about the deal in the trades over the coming days. While this is certainly great news, it could have been even better, as their overall commitment was reduced after the DOJ move to block our merger with Screenvision in November.

Going into 2015, our national advertising Upfront commitments for calendar year 2015 were up approximately $80 million, or nearly 75%, compared to calendar year 2014 at the same time, even after giving effect to the agency reduction. This includes meaningful increases in commitments from advertisers in the online media, import auto, credit card, casual dining, and consumer product industries and an 8% increase in commitments from our content partners including the addition of a major online media company that has further diversified our content partner base.

With the success of our Upfront and scatter commitments that were booked subsequently, 75% of our total -- of our 2015 national advertising revenue budget has been booked versus 50% of 2014 actual results at the same time.

It should be noted that while none of our Upfront commitments are contingent on the Screenvision merger, consistent with the structure of TV Upfront commitments there are options to cancel a portion of these commitments. Fortunately, our cancellation experience has been historically low in the past.

You should also note that some of the increase in our Upfront commitments is related to 2014 Scatter clients that booked earlier in 2015. So it is likely that some of the increase in our Upfront commitments was related to timing. Of the $250 million of total national advertising revenue that is currently committed for 2015, similar client or agency spent $177 million with us during all of 2014. This implies an increase of 21% in 2015 spending was driven by our Upfront strategy.

We also continued to expand and diversify our national client base in 2014 as we added 48 new national clients in 22 different industries versus 30 new clients in 21 different industries during 2013. We saw the most significant spending increases from customers in the insurance, confection, health and fitness, and credit card industries while we experienced declines in the telecom software, telecom hardware, and import auto industries. While we continued to experience more client churn than we would like, these changes in mix and additions of new clients resulted in meaningful diversification in our national client base as our telecom, auto, and entertainment industry advertisers dropped to 44% of our total 2014 national ad revenue, excluding beverage, from 59% in 2013.

We are hopeful that the continued expansion of our network and success of our Upfront strategy will allow us to continue to expand and diversify our national client mix and reduce future client churn. Fortunately, our churn does not appear to be related to client dissatisfaction. Instead, it appears reflect that cinema is not yet a must-have in client marketing budgets, and clients are consistent -- constantly testing cinema against alternative forms of video advertising.

Having said this, given our unprecedented Upfront booking pace this past September and October and the estimated 6% decrease in TV Upfront commitments, we appear to have benefited from media buyer concerns over falling TV ratings and the use of the DVR to time shift and skip TV ads and their need to find alternative video advertising channels.

Despite a nearly 4% decline in Q4 revenue, our local and regional advertising business had another strong year in 2014 as revenue for the year grew 8%. The 2014 increase was driven primarily by an increase in larger regional contracts during the first nine months that was partially offset by a decrease in these larger contracts in Q4 that drove most of the Q4 revenue decline. Q4 may also been negatively impacted by an increase in open sales account director positions due to a delay in hiring to provide opportunities for Screenvision's local salespeople as the merger closed.

While we are beginning to fill some key positions, we are hiring slowly and, in some cases, asking existing sales personnel to cover more theaters. Our overall Q4 contract volumes continue to be healthy as they increase 4% versus Q4 2013. Our successful Turbo initiative, the shortened lead times from proposal to the airing of the campaign, and our new proposal and inventory management systems launched early last year are allowing our sales personnel to handle more volume. Despite a lower Q4, our local and regional business is getting off to a strong start in 2015 as sales are trending to match or even slightly exceed Q1 2014, which grew 36% over Q1 2013.

While the outcome of the Screenvision merger has been delayed by the DOJ lawsuit, we still continue to expand our impression base and improve our geographic coverage by entering into new affiliate relationships and adding additional theaters that were acquired or built by our existing affiliates and founding members.

During 2014 and thus far in 2015, we have added six new affiliate circuits with 264 screens and approximately 8 million annual attendees that will be part of our national network in 2015. In addition, one new affiliate with 142 screens and 7 million attendees will be joining our network in early 2016. There are also 223 additional screens with approximately 10 million annual attendees that were acquired by our founding members that will join our network in November 2018. Until then, as David will discuss later, we are being paid integration payments by those founding members.

While ongoing litigation associated with the Screenvision merger is a significant area of focus for us, we continue to have discussions with several affiliates about the benefits of joining our larger network.

While we made great progress in 2014 to expand and diversify our client base, we still have a lot of work to do to expand our share of spending in the video advertising marketplace. We have sold advertising to only 424 national advertisers since 2006, a small fraction of the thousands of clients that currently buy TV and online and mobile video. Continuing to expand our client base by creating a better marketing product is at the heart of the rationale to merge with Screenvision and our strategy to make additional investments in inventory management, audience targeting, and automated campaign delivery systems. The continued expansion of our impression-based and more ubiquitous market coverage will provide additional pricing flexibility and inventory bundling and audience targeting capability that will allow us to attract the budgets of the thousands of clients that currently do not use cinema as part of their video marketing plans. These improvements to our marketing product will produce more revenue for the theater circuits that are part of our network while allowing us to compete more effectively with TV, online, and mobile video networks that are now providing marketers with hundreds of new ways and places to reach consumers.

Before I turn the call over to David, I wanted to thank our NCM team members for all their hard work and our shareholders for their continued support and patience this past year. Our management group has done a great job of staying focused on the day-to-day operations of our Company despite all of the distractions associated with preparing to merge Screenvision into our Company, and more recently with the defense of the DOJ's lawsuit to block the merger.

While the last few months have been demanding, I remain confident that a merger would, if completed, create a better, more competitive advertising product for the benefit of our advertising clients and all the theater circuits that are part of that larger network.

While 2014 clearly did not meet our longer-term growth expectations due to the competitive pressures in the video advertising marketplace, our low leverage and unique high-margin business model continued to produce high levels of free cash flow that allowed us to continue to return capital to our shareholders.

That is all I had, so I will now turn over the call to Dave to give you some more details concerning our Q4 and overall 2014 operating performance in more specific color that supports our 2015 guidance.

Thanks, Kurt. For the fourth quarter, our total revenue, excluding the Fathom Events division, increased 13.9% versus Q4 2013, driven by a 22.9% increase in national advertising revenue and a 3% increase in beverage advertising revenue, partially offset by a 3.8% decrease in local advertising revenue.

With the increase in national advertising revenue growth, our Q4 advertising revenue mix shifted to 69% national, 23% local and regional, and 8% beverage versus 64%, 27%, and 9% respectively for Q4 2013. The advertising revenue mix for the full year was 66% national, 25% local and regional, and 9% beverage versus 69%, 21%, and 10% respectively for the fiscal year 2015.

For the fourth quarter, the 22.9% increase in national ad revenue, excluding beverage, was driven by a 23.7% increase in utilized impressions on flat CPMs versus Q4 2013. The significant increase in utilized impression was due to an increase in inventory utilization from 123.7% to 138.7% on a 10.5% increase in network attendance, which benefited from the additional week in our 2014 fiscal fourth quarter and year.

For the full year, national ad revenue, excluding beverage, decreased 12.3% versus 2013, driven by a 16.4% decline in CPMs partially offset by a 4% increase in utilized impressions, and inventory utilization increased to 115.7% from 109.3% on a decrease in network attendance of 1.6% related to the soft film release schedule offset by the additional week and the addition of theaters to our network. Our lower CPMs reflected the week TV Scatter pricing environment reflected in Q2 and Q3 mentioned by Kurt.

We entered the fourth quarter of 2014 with a $1.8 million make-good balance, and as of the end of the year, we had a $2 million make-good balance as efficient inventory management offset the impact of robust December advertising demand that pressured our inventory availability. This year-end balance is only slightly higher than the 2013 year-end balance of $1.8 million.

Our Q4 local advertising revenue decreased 3.8% due to a 7.2% increase in average contract value partially offset by a 4.1% increase in total number of contracts versus Q4 2013, primarily due to a 41% increase in the total dollar value of contracts over $250,000. As Kurt mentioned, the Q4 decline in our larger contracts appears to be due to timing, as our full-year local ad revenue grew 7.7% versus 2013 and was primarily driven by a 43% increase in the total dollar value of contracts over $250,000.

Q4 beverage revenue increased 3%, driven by an 8.9% increase in founding member attendance that was primarily due to the additional week in our fiscal year, partially offset by the contracted 5.8% decrease in beverage CPMs. For the full year, beverage revenue decreased 7.2%, driven by the contracted 5.8% decrease in beverage CPMs and a 1.6% decrease in founding member attendance versus 2013 due to the weaker film schedule offset by the additional week.

Total Q4 adjusted OIBDA, excluding Fathom Events, increased 22.3% on an adjusted OIBDA margin of 58.9% versus 54.9% in Q4 2013. This Q4 margin increase related primarily to the increase in high-margin national advertising revenue. Full-year adjusted OIBDA, excluding Fathom Events, decreased 12.6% on an adjusted OIBDA margin of 50.6% versus 53.5% in 2013. This full-year margin decrease related primarily to the decrease in high-margin national ad revenue, partially offset by the increase in local ad revenue and tight cost controls.

We recorded $800,000 of AMC and Cinemark integration payments for the fourth quarter versus $700,004 for Q4 2013. For the full year, we recorded $2.2 million of these integration payments versus $2.8 million in 2013. You should note that integration payments are added to adjusted OIBDA for debt compliance purposes but are not included in our reported revenue and adjusted OIBDA, as they are recorded as a reduction to net intangible assets on our balance sheet.

Looking briefly at diluted earnings per share, for the fourth quarter we reported GAAP diluted EPS of $0.14 versus $0.32 in Q4 2013. And for the full year, we reported GAAP diluted EPS of $0.23 versus $0.73 in 2013. Excluding the $25 million gain on the sale of our Fathom Events business in 2013, Fathom operating income in 2013, merger-related costs in 2014, and certain non-cash and other items in both 2013 and 2014, fourth-quarter diluted EPS would have been $0.18 versus $0.19 in Q4 2013. And for the full year, would've been $0.31 versus $0.57 in 2013. The comparable Q4 diluted EPS was negatively impacted by an increase in the effective 2014 tax rate.

Our capital expenditures were $1.8 million in Q4 and $8.8 million for the full year versus $10.6 million in 2013, or just 2% of revenue in both years. This is below the Q4 guidance that we provided of $3 million, due primarily to the timing of digitizing our recently signed network affiliates and lower-than-expected internal software development costs.

Moving on to our balance sheet, our total debt outstanding at NCM LLC as of year-end 2014 of $892 million was consistent with the $890 million at the end of 2013. Our average annual interest rate on all debt at the end of the third quarter -- at the end of the fourth quarter was 5.4%, including our $270 million floating-rate term loan bank debt at 2.9% and revolver at 2.2%. 67% of our total debt outstanding at the end of 2014 had a fixed interest rate. As our Screenvision merger financing commitments are set to expire on April 1, we are working with our bank group to extend those commitments to accommodate the litigation process.

Our pro forma net senior secured leverage at NCM LLC as of the end of 2014 was approximately 3.4 times, trailing four-quarter adjusted OIBDA, down from 3.6 times at the end of Q3 2014 and well above our senior secured leverage maintenance covenant of 6.5 times. You should also note that while we have no NCM LLC total leverage or NCM Inc. consolidated maintenance covenant, our total leverage at NCM LLC, net of the NCM LLC cash balances, was approximately 4.4 times at the end of 2014, down from 4.6 times at the end of Q3 2014. And our consolidated total leverage, net of NCM Inc. and NCM LLC cash balances, was 4.1 times at the end of 2014.

Our consolidated cash and marketable securities investment balances as of year-end 2014 decreased by $45 million from the end of $2013 to $81 million, with $70 million of this balance at NCM Inc. The decrease was primarily driven by the payment of a $0.50-per-share special dividend on March 20, 2014 and timing of our annual tax payments that are primarily made during the first quarter of each year, and lowered accrued taxes at the end of 2014.

Including the Q4 2014 available cash distribution due to NCM Inc. on March 2, 2015, and excluding tax reserves, and after the payment of recently announced dividend to be paid on March 26, 2015, we would be able to pay approximately four quarters of dividends even if no cash were distributed up to NCM Inc. from NCM LLC.

Shifting to our 2015 guidance, Q1 revenue is expected to be up 7% to 11% versus Q1 2014, or in the range of $75 million to $78 million. And adjusted OIBDA is expected to be up 11% to 24%, or in the range of $25 million to $28 million. These Q1 increases are due primarily to a projected increase in national revenue of 70% to 20%, driven by a significant increase in utilized impressions, offset by a decline in CPMs and by an approximate 16% decrease and 100% margin beverage revenue in Q1.

Our Q1 local revenue is projected to be relatively flat versus a very strong Q1 2014 that grew 36% versus Q1 2013. You should note that Q1 is historically the lowest revenue in adjusted OIBDA quarter of any given year.

For the full year 2015, excluding any impact from the proposed merger with Screenvision, revenue is expected to be up 7% to 10% versus 2014, or in the range of $422 million to $432 million. And adjusted OIBDA is expected to be up 5% to 10%, or in the range of $210 million to $220 million.

While our 2015 national Upfront bookings were up significantly and 75% of our national budget is already booked, this annual guidance provides for some downside protection should some of our Upfront commitments simply be timing. The 2015 Scatter market proved to be softer than expected. The cancellation of Upfront commitments to be higher than our experience, or our 2015 Upfront not be as successful as last year, which could reduce Q4 national revenue to a level lower than projected.

In addition, the following are some of the more significant assumptions that were made in preparing the projections that underlie our 2015 guidance. Fiscal 2015 will include 52 weeks versus 53 weeks in 2014. Specifically, Q4 2015 will have one fewer week versus Q4 2014. While the 53rd week of 2014 represented 3.7% of our 2014 total network attendance due to our inventory utilization being well below 100%, it is difficult to estimate what impact having one fewer week will have on our 2015 Q4 revenue. The majority of our fixed administrative and operating expenses will benefit from fewer days in 2015, offset by inflationary increases of those costs versus 2014.

In 2014, our content partner revenues were allocated approximately 55% in the first half and 45% in the second half of the year. We are currently projecting a similar allocation for 2015. Going into the year, our 2015 calendar year content partner bookings have increased approximately 8%, or $5 million, versus calendar 2014 at the same time. As always, content partners may spend above their commitments, and future shifts in the annual must-spend commitments between quarters is possible as our marketing priorities change throughout the year.

We have planned for our 2015 national advertising revenue to grow in the low double digits, due primarily to an increase in utilized impressions related to higher industry theater attendance, an increase in inventory utilization, and more stable CPMs that will benefit from our successful Upfront, including higher content partner commitments. You should note that while we are less exposed to the Scatter market due to our strong Upfront, we may continue to see variability in our CPMs from quarter to quarter depending on Scatter market demand, client mix, content partner spend, and inventory availability.

We will continue to use our standard 11 30-second units as a denominator in our national utilization calculation to ensure period-to-period comparability. As we have mentioned before, we can expand the FirstLook show to a total of 14 30-second units that could result in utilization of over 100% if there is sufficient market demand, and we are comfortable that an expanded preshow will not get too cluttered and reduce ad effectiveness.

You should also note that in 2015 approximately half of our content segments have been reduced to two minutes from 2 1/2 minutes. This change will allow us to increase our sellable inventory and revenue potential in half of our networks by adding up to two 30-second national or regional ad units and one 30-second local ad unit. We expect our local advertising revenue to increase mid- to high single digits. This growth is expected to be driven primarily by high single-digit organic growth, partially offset by the loss of one week in our fiscal 2015 year versus 2014. Also, as discussed above, there will be additional ad units available to the local and regional sales teams that will allow for increased local revenue potential.

Our ESAs provide that our annual beverage CPM will increase or decrease by the same annual percentage change, as our actual FirstLook segment won national advertising CPM during the previous year. As such, our beverage revenue is expected to be down approximately 19% versus 2014 due to a 14.4% CPM decrease and the reduction in time required by one of our founding members for a six-month test by their beverage supplier of other marketing initiatives beginning in July of 2015. While this six-month test is expected to reduce our 2015 beverage revenue and adjusted OIBDA by $2.8 million, the desirable 30-second unit that is close to the advertised show time will be available for sale to other clients and could offset this decrease in beverage revenue. These factors will be partially offset by an expected low to mid-single-digit increase in founding member attendance due to the strong film slate expected for 2015.

Our adjusted OIBDA margins for 2015 are expected to be relatively flat versus 2014. While our high-margin national and local advertising revenue is projected to be up versus 2014, the decline of 100% margin beverage revenue will partially offset the expected national and local advertising increases.

While we no longer have any of Fathom Events' revenue or adjusted OIBDA due to the sale of that business at the end of 2013, it is important to note that NCM LLC will receive approximately $5.2 million in note principal and interest payments in Q4 of 2015. This will be the second of six annual note payments with interest that we will receive. While these payments are not included in adjusted OIBDA, they will be included in NCM LLC's pro rata available cash distributions to the three founding members in NCM Inc.

We expect to receive approximately $2.5 million of integration payments from our founding members in 2015. While these payments are not included in adjusted OIBDA, it will be included in our debt covenant calculations and NCM LLC's pro rata available cash distributions to the three founding members in NCM Inc.

We expect 2015 CapEx to be in the $11 million to $12 million range, slightly above our historic levels. This expected increase over 2014 is due primarily to an acceleration of management systems development related to our audience targeting software and proposal and inventory management system and installation of more efficient satellite receivers that will reduce our bandwidth costs beginning in 2016. CapEx related to digitizing our affiliate screens is expected to be flat versus 2014, but could increase should ongoing conversations with new network affiliates lead to additional deals. We expect 2015 interest on borrowings to remain consistent at approximately $52 million, which includes approximately $49 million of cash interest and $3 million related to the non-cash amortization of deferred loan costs.

Based on these guidance assumptions, NCM LLC available cash distributions are expected to increase over 2014 due primarily to the projected increase in adjusted OIBDA.

Lastly, in addition to the available cash distributed to NCM Inc. from NCM LLC, and consistent with prior years, we project an approximate $6 million cash benefit at NCM Inc. from NCM LLC management fees and interest earned on NCM Inc. cash balances and net proceeds from the exercise of employee stock options.

Before we open the line for questions, I would like to provide some information about our dividend. As announced earlier today, a $0.22 per-share quarterly dividend has been approved by our Board of Directors that will be paid to shareholders of record on March 12, 2015. This dividend reflects an approximately 6% current yield and our continued policy of returning a substantial portion of our free cash flow to shareholders.

Given our unique capital structure and a significant portion of our historical dividend have been a return of capital. And thus, the after-tax yield to investors has been very favorable relative to other dividend-paying companies. In fact, 100% of our dividends paid during 2014 are classified as non-dividend cash distributions for federal income tax purposes. This information is posted in the investor relations section of our website, and stockholders should receive a Form 1099 (inaudible) in the next few days for the 2014 tax year.

That concludes our prepared remarks, and we will now open up the line for questions.

(Operator Instructions) Townsend Buckles, JPMorgan.

Kurt, based on your guidance, you are set up to really outperform TV this year. While last year, things were obviously very tough until the fourth quarter. So in terms of going from losing share to ad spend to gaining it back, if you could sort of weight the factors you think are driving this, whether it's the stronger film slate this year that has marketers excited, or that CPMs came down so much that you are more in the media mix now or the weak TV ratings, anything that stands out.

Yes, look, I think all the factors you just noted in addition to the ones that we noted in our prepared remarks are contributing to that. I think the timing of when we started to see a significant flow of deals coming our way, I mentioned in my remarks, September and October of last year happens to be right after the TV Upfront cleared the market.

And so it just seemed to us that marketers made their decision to not spend as much money in the TV marketplace. We know that that Upfront was down somewhere in the neighborhood of 6%, which we estimated was over $1 billion of money that wasn't spent in the TV upfronts. And that went other places, and I think we were just one of those other places. So I think that's a positive factor. I don't think there's any question that there's some tailwind being created by the film schedule, and that's been, I think, supercharged a little bit by the big films that have opened in first quarter.

I think most people that were looking at 2015 felt first quarter was going to be the weakest quarter of the year relative to 2014, and it's turning out to be quite strong quarter with American Sniper doing a lot more business that everybody thought and a few other films that have really outperformed. So I think that excitement clearly, as you noted, is something that marketers are looking at. And especially if you put that in the backdrop of our ratings going up mid-single digits because the industry attendance is projected to go up that much. When you look at that compared to TV ratings which continue to decline, I think that is something that marketers are very, very interested in.

Right, so do you view cable's viewership losses as your gains? So if we see these TV trends continue the rest of the year longer term, that this is really a positive for your business?

Yes, I don't think there's any question that marketers are looking to where people are spending their time watching video programming. And clearly, the online and mobile video programming is putting a lot more impressions into the marketplace than ever before; a lot more programming is migrating to the online and mobile platforms. So there's no question that the marketing dollars are sort of following the eyeballs, if you will. So the fact that our ratings are increasing, I think, is obviously good fact for us. And if that's at the expense of TV, okay. I think it's one big market where the marketers are looking at all their video options and making decisions about where they want to put their money.

Got it. And then just lastly, did I hear correctly that your pricing assumption in the guidance this year is pretty much flat for CPMs?

Yes, I think we said it's going to be up a bit, but it's in that neighborhood. Our Upfronts are really hoping that. Our Upfronts, we had said in November in our call -- if you took all about Upfront commitments and compared that to our CPMs in 2014, they would be up I think we said something like mid-single digits.

So while I think there's still going to be some pressure in the Scatter market because of the sort of imbalance between dollars chasing more impressions, we have a very, very strong book going into the year, so that's going to help us.

Okay, sounds good. Thanks.

Eric Handler, MKM Partners.

Just curious when you look at your first-quarter business, the New York Post maybe a month or so ago had a very positive article about February being completely sold out because -- specifically attributing to 50 Shades of Grey. And I'm just curious, how much of 1Q was a strong Upfront versus this one-time benefit from 50 Shades of Grey?

And then also, last quarter it was in the press that a federal magistrate had been appointed to see if they could come up with some -- mediate with you and the DOJ, some type of agreement to maybe settle some of the issues that the DOJ had. Is there anything you could talk about, any ongoing discussions with the DOJ?

Yes, it's probably best, given that it's ongoing litigation, that we not comment on the litigation in any way. I think that's pretty standard practice for a public company. So I would like to leave that question alone, Eric.

On your first question, consistent with the Post's reporting, I would tell you that the increase in advertising was primarily local in orientation. And I make the Post reference because a lot of that advertising demand was related to businesses that wouldn't normally -- who probably wouldn't normally advertise. Businesses that found the content of 50 Shades of Grey consistent with their business, if you understand what I'm saying. (laughter)

There were a lot of advertisers that we turned away, a lot of advertisers that just weren't appropriate. We did book, I think, a few hundred thousand dollars of what I would view as incremental local advertising; I think it was $200,000 or so. So I wouldn't clearly say that was the driver of our revenue growth. It was clearly a very interesting article for the Post to write about. But it wasn't a huge driver of revenue per se.

Now, having said that, it did bring a lot of attention to our network and to cinema in general, so that's always a good thing. And whether or not that got the attention of certain national advertisers, which means a lot more to our revenue growth obviously, I don't know. I would say the primary driver of first quarter, again, goes to similar comments we made on fourth quarter that our Upfront commitments are very important. And they are even more important in first quarter because, as you know, that's a very low-demand quarter. So the fact that we were able to bundle a lot of the deals that we did with Upfront advertisers -- and the bundling went something like this: that if you want some of the prime months in June, July, December and so on, some of your commitment has to be for some of the lower-demand months, say, January, February, March, April. And so that, I think, benefited first quarter disproportionately.

Great. And just as a quick follow-up -- so considering your upfront was so strong, you said some Scatter buyers moved to the Upfront. I'm just curious about your RFP activity, how that is shaping up now versus where it was last year.

RFP, what do you mean, Eric? The Scatter market?

Request for proposals (multiple speakers).

No, no, I know what RFP means. I'm just saying are you basically talking about what we're seeing in the Scatter market right now?

Yes, yes.

Yes, I would say, look, the Scatter market has been relatively soft for several quarters. And I think there's clearly a trend where it gets a little bit better near quarter end. I think people are making decisions on a lot more of a last-minute basis than they ever have before. So we do see spurts where, as we get closer to the end of flights, we may get a few people coming in, or the end of quarters. So I do think that the market is clearly changing, and I do think that the online and mobile inventory -- video inventory that's come into the market has really changed that dynamic.

Great. Thanks a lot.

Barton Crockett, FBR Capital Market.

I guess one of the things I was wondering about on this huge pop in the Upfront sales, which is really just incredible. I've never really seen anything like this. You talked about some of the factors behind it. What -- it's possible also that a factor was being outside of the merger, that people were going to you and away from Screenvision because you were the victor in the saddle and it would reflect perhaps share gains from them?

Yes, look, I don't -- Barton, you're never really going to know. But it's entirely possible that people like the fact that the bigger network or the better market coverage, more ubiquitous coverage, and larger impression base was something that they found attractive. You would've thought, though, that there was one agency that did come back and lower their commitment after we were challenged in the merger, as I mentioned. But you would've thought that if people were really concerned about that, they would put that into their agreements. So that's one point.

Having said that, it was clearly a part of our Upfront presentation in May. It was clearly a part of the discussion because there was a lot of excitement among advertisers about the possibilities of this larger network and more ubiquitous coverage and so on.

Okay. All right, that's helpful. Now, one of the things that is more apparent now than we ever realized before is that there is this lag effect on the client's CPMs with the beverage CPM being stuck by last year's CPM. And -- so it's important, as we're at a point where maybe CPMs have bottomed. So I just want to probe that kind of question, really, to 2016. So I want to probe the question of CPMs and -- do you think your rate now is basically compatible with broadcast primetime? Or are the rates going down and you're still a premium? How do you think you're priced relative to them at this point?

I think clearly we have over the last two or three years been focusing on trying to position ourselves at what I would call the top end of the video marketplace. And that would include sports programming, other what I would call event programming. We sort of try to put ourselves in the events programming bucket because we are really an event. If you think about a movie opening every week, that's obviously an event. So, yes, that's where we have positioned ourselves. We've been tracking over the last two or three years on a downward curve on CPMs to get into that part of the marketplace or the upper end of the TV marketplace from a pricing standpoint. So that has been our goal, and I do think that we are in that range today.

There clearly still will be, as David mentioned in his comments, volatility -- CPM volatility quarter to quarter. Now, we are hopeful that our upfront strategy and the amount of commitments that we will get from that will start to stabilize our CPMs a little bit more on a quarter-to-quarter basis. But I do think we are right in that zone where we want to be right now. Now, that's not to say that we're not going to still occasionally go to lower levels to participate more with CPG companies and other companies that buy generally low-priced cable. We are definitely going to continue to look at that, especially during lower-demand time periods.

One of the [metlings] I mentioned in my comments that we're putting this dynamic pricing strategy in play, and we are really going to be looking at our inventory on a weekly basis instead of a monthly basis. And this is going to allow us to much more price based on the demand, if you will, in any given week. What we found is there are certain weeks -- even in weak months, there are certain weeks within that month or flight that are actually booked very well. So this new software that we've been developing will help us with that, and we're hoping that that will obviously allow us to price our inventory more efficiently.

Okay, great. And then just one final thing on the merger. Could you remind us again what the timing is for the trial and what the flexibility is -- let's say that the trial has to go to appeals, what your flexibility is to keep this in play before you have to actually stop the process and move on?

Like I said, I don't want to say a whole lot. I can tell you the trial is set for April 13. That's public information. And I suppose you could theoretically carry this all the way to the Supreme Court if you wanted to.

Does your merger agreement give you the ability to keep that in play that long, or when does that terminate?

The merger agreement? Yes, I think, Barton, it's better that I just -- you guys, whatever is public out there, you guys can go talk about it. I would just rather not talk about the merger and the litigation.

Okay, all right. That's fair. Thank you very much.

James Dix, Wedbush Securities.

First question is just kind of on -- good to see you're back in the business of the full-year outlook. Not a lot of media companies are willing to go there with you. Anything in terms of seasonality we should be thinking about? You have given the first quarter and the full year. I know from time to time, there can be some big contracts that cause a little bit of seasonality in the out quarters that we have not been expecting.

And then I guess just secondly, given the way your pricing is now, I'm just wondering whether you think you're being more affected by what's going on in the cable market as opposed to the broadcast markets than maybe in prior years. So that if ratings really change in the cable market or demand changes in the cable market, is that starting have more of an impact on your business than maybe it has been a year or so ago? Then I have one follow-up.

Okay, let me answer the last one first. Look, I think there are times where we compete against the cable networks. Clearly, they attract clients that are generally going to spend at a lower CPM level -- CPG and a number of other clients that favor the cable networks as opposed to the broadcast networks.

But we also compete directly with the broadcast networks on a big part of our business as well. And I would say, honestly, we probably compete more in the broadcast pricing range than we do in the cable pricing range. So I don't think that's a clear answer, and it's really client dependent in some respects.

What was the first question? I forget. Oh, the seasonality. Yes. Look, the seasonality for us, clearly first-quarter, much lower revenue and, because of our margins, much lower cash flow quarter. Our margins run in the 30s in the first quarter, in the 50s in the second, third, and fourth quarter. I am hopeful, and I think we are seeing a little bit of that this year, that our Upfront strategy will start to spread revenue a little more evenly around the year. Clearly, we have some months like July and August, December that have very, very high utilization rates and other months that have very low ones. So part of the strategy of Upfronts is to try to balance that out a little bit.

And so I don't know what else from a seasonality standpoint -- the one other thing, you sort of alluded to it -- one thing that was interesting about 2014, we haven't identified any significant contracts that we don't think are going to turn over in 2015. And I know in past years that's been a driver of some of our volatility. You can remember back in 2010, when the Army National Guard stopped spending in 2011, so we had that big issue we had to take care of. A couple years ago, Sprint left us and stopped being our cell phone PSA and a big contributor to our Scatter spending.

And so we don't see that in our 2014 numbers, that there's a big account there that could go away. Obviously, every year there is a few of our content partners that we have to renew. We have been very successful in renewing them every year. And as I mentioned in my comments, we brought in for 2015 a big online company that you will have to go to the theaters to figure out who it is because I can't mention it.

But anyway, that, I think, was a big win this year for us.

So I think -- the good news for 2015 is there is not a lot of 2014 contracts that we have to worry about renewing.

Great. And then I guess just -- my follow up is a longer-term question. Just wondering strategically how you see mobile platform interacting with cinema because it -- you have some partnerships, which I think are moving more in the direction of leveraging the two. Obviously, advertisers are more and more interested in anything that they can do on the mobile platform. But you have obviously had the circuits with a slightly different point of view on just how it affects the customer experience.

So I'm just wondering whether -- is that something which you think could be a material driver over the next couple of years as you start combining packages and leveraging the ability of the preshow to kind of interact with a younger audience? Or is that something we should maybe table in terms of bolt-ons?

It's clearly part of our strategy. As you know, last year we announced this initiative with Shazam, and we are working on that very diligently to create a Shazam app that is much more efficient in the theater environment. And so we have been working on the technology with Shazam. They have actually made some changes for us in their technology to make it a more reliable app for the theater environment and the interaction that it has with our preshow. And I don't think there's any question that that is a strategy for us that's very, very important. The growth of the online -- or sorry, the mobile phone as a media device, if you will, has been unbelievable the last couple of years. And so that's clearly something that we want to be part of.

Whether it's a material driver or not -- let's face it, if we can drive two or three large national deals that would not have otherwise done a deal with us because of this capability, that could drive $5 million, $6 million extra dollars of revenue, and almost 100% of that is cash flow because our incremental margins are so high.

So, yes, it's a -- it is just part of the tool chest that we give our sales guys to go out and try to take more money away from some of these other video platforms.

Okay, great. Thanks very much, Kurt.

Ben Mogil, Stifel.

David, you may have alluded to this earlier. On a 52-week year to 52-week year, what would the growth in 2015 be just using the midpoint of guidance on both revenue and EBITDA? Do you have a sense of that?

Yes, we've done a little work on it, Ben. But quite honestly, it's hard to try to create what the cash flow would've been without that first week. I think David told you that it represents about 3.7% of the attendance for the year. And so you can do some mathematics around what -- take that 3.7% and apply it to the revenue and so on. It's not perfect because contracts aren't done obviously for that one week. So you never really know.

Clearly for our administrative costs, you have that extra week in there for costs. So that's something that you can actually calculate. But you have to make so many assumptions to come up with what the real number is, it's very hard to come up with a sort of apples-to-apples comparison. We try to give you guys enough information where you can make some estimates for yourself.

Okay. That's fair enough, Kurt. I appreciate that. And then at what point do you bite the bullet and fill some of the open sales vacancies, even if that leads to some severance or some pain a little bit longer on? And are you finding it hard to fill some of the vacancies given the uncertainty?

As I said in my comments, we have started to hire pretty aggressively. And there is a few openings that we're going to maintain. And in places where we can cover by using -- just adding some theaters to the areas of other salespeople, we probably will. Because there's obviously lots of very talented people on the Screenvision team -- local advertising team that we would like to make part of our team. So just can't -- you can only keep them open for so long. And we made the decision going into this year, we couldn't have the number of open positions we did, so we have cut that down.

That's it from me. Thank you very much.

Mike Hickey, The Benchmark Company.

Hey, Kurt and David. Great quarter, guys.

Thank you.

Yes. Curious on the theater side. You're seeing sort of an evolution within a lot of the networks. You have seen the additions of recliner seating, bars, restaurants, special weekday promotions. And it seems like, in aggregate, this amenity refresh is accelerating, especially from some of the major networks like Regal. And I'm kind of curious how you see this next-gen theater experience impacting your advertising business.

Well, I think anything the theater guys do to increase the attendance in the theater is a good thing for us because we sell eyeballs. And the more eyeballs we sell, the more revenue we can create. So I am very, very supportive of all the things that they are doing.

I think there's been some concern; we've heard from some people about whether or not reserve seating is going to impact our business. I think what we're seeing is that you are seeing a combination of three things happening all at once within a complex where you have got reserve seating; new seats being put into the complex, which is reducing the number of seats in the complex, which should increase people's desire to get there a little early. And you are also seeing that go with expanded menu.

So that three-pronged approach, if you will -- better seating, which increases seat utilization, reduces capacity obviously; the reserve seating; and the expanded food -- I think all of those together net net probably help our business because I think they bring more people to the theater, A. And, B, I think when people go to the theater and they are going to eat more or drink more, and a lot of the theaters are also including alcohol as part of their offering, all of that I think gets people in their seats earlier, which is a good thing for us. So net net, I think it's all very, very good for us.

Thanks, Kurt. And then curious on the beverage test you mentioned. If you could provide maybe some more insight on this, maybe what was the catalyst for the initiative. I guess you sort of worried that this maybe could be pressure for the category over the medium term. And obviously this segment carries some exceptional margin for you.

Yes. Look, I don't know what the outcome and I don't know what all the tests that they're going to be doing. I know that Coke is experimenting with a lot of things, some of it being online and mobile. They're trying to obviously attract the younger millennials, if you will, trying to get them attached to their brand. And so, as David had mentioned in his comments, it's a six-month test beginning in July.

The other two circuits, interestingly enough, have just renewed their contracts with Coca-Cola and have contracted to buy 60 seconds from us, so there will be no change from them. So I don't see this as a big issue.

As Dave said, we also get back a 30-second unit that is as close to show time as any of our units can be. So we are hopeful we're going to be able to resell that. We are working on a number of ideas right now to try to bring somebody in to be more of a long-term client like Coca-Cola is to take that unit. So stay tuned on that. Again, it's something obviously -- there was $2.8 million, as David mentioned, of revenue and cash flow that we'll have to replace.

Thank you. That was very helpful. The last question for me, Kurt, is the -- I know you touched on your prepared remarks, your Turbo project. And I should probably know that, but is that rollout now complete? And this seems like sort of a real enabler for you guys in selling the Scatter market monies, but just sort of curious on maybe a further update on that project. Thank you.

The project was really originally focused on our local and regional business, and we rolled it out throughout the fourth quarter, and by the end of the year it was completely rolled out in our old Company. So it's probably going to have more impact, at least initially, on our local and regional business than it will on our national business. The volumes associated with our local and regional business just required us to put new processes and systems in place to accommodate it.

Our national business -- obviously, the revenues are much bigger, but the contract values are much bigger, and thus the contract volumes are not very high. So we are able to make exceptions and take national deals on a very short-term basis. We make exceptions all the time on the national side. So it's not clear to me what impact that will have on our national business. But clearly it is helping our local and regional business.

Thanks, guys. Best of luck.

(Operator Instructions) Jim Goss, Barrington Research.

Thanks. I was wondering if you would comment on the notion that I think the industry has tried to spread out the movie slate in perhaps two-week spacing rather than a new movie every week and to use more of the months. And if you see that happening, how is that affecting your demand? And in fact, how many months of the year now are benefiting from stronger demand across all timeslots versus the earlier periods where it was basically summer and Christmas?

Yes, there's no question, Jim, this is a good thing for us. As I said before, anything that the studios or theater circuits do that's going to bring more people into the theaters, the better. And I think clearly this whole idea, which has been an ongoing theme for several years now, of spreading out the release schedules gives people more time to see all the movies that they want to see. Because when the movies get too jammed up, you run into the situation where people want to see all the movies, they just don't have the time to see them. And so you actually miss out on attendance you could otherwise have. So that's important.

And that's really important throughout the summer because that's where you start to get the cannibalization effect where you have tent poles opening week after week after week. So if they do start spreading them out by a couple of weeks, that obviously gives more breathing room for each film.

The idea of opening big films in off months, if you will, or non-summer or non-holiday months is a really good idea. You have seen some of that recently, although I think probably before Warner opened American Sniper, they probably didn't realize it was going to do as much business as it ended up doing. But it's a good thing.

And you are seeing in the spring now the summer is starting much, much earlier, where you are starting to get tent pole films opening in March and even April and May. It used to be in the old days, Memorial Day was the start of the summer, then it became sort of the beginning of May. Now it's almost into March, which is obviously a very, very good thing for our business.

Okay. You know -- and I was also wondering about the guidance, the 7% to 11% type -- and 7% to 10% full-year revenue increase. That's way more aggressive than a lot of the years you have had in the past. And I am wondering if that's a function of both the settlement and the fact that you took -- you were willing to take a bit of a hit last year to get -- to drive more demand and that you have reset your situation so that you have more of an opportunity to grow on a more filled advertising and demand basis.

Yes, there's no question, Jim, as I said before, over the last two or three years, we've been on this mission to get our CPMs into a zone that would be attractive to more clients. That was part of our whole strategy to attract a broader array of clients. And so I think that has clearly helped us. It helped us in the Upfront. But I think our guidance was clearly driven primarily by the fact that we were 75% booked this year going into the year versus 50% last year. That's kind of a big head start. And you could argue that possibly we should have done more, but, as David said, there's a number of factors that led us to the guidance that we ended up with.

And the thing we do not know right now is how the Scatter market will develop for us to be able to fill that 25% of our budgets that is still unbooked. And so that's the part we're going to be working on as we move through the year.

Okay. My last question is as you have become more of a player in Upfront, it seems that a lot of the fixed commitments were basically some of the things for which you had standard agreements like the beverage contracts and the PSA. And I'm wondering if you are beginning to move beyond those traditional categories to get into newer fixed commitments that didn't really have a relationship to the way you were structured before.

Yes, there's no question that in the old days, if you looked at MCM for five years ago, we really had -- or even two or three years ago, we really only had two primary Upfront strategies: our content partners, and our PSA -- cell phone PSA. Those were long-term contracts, and that was part of the core of our Upfront strategy.

What we have added to that is a more traditional Upfront campaign that the TV guys have been doing for years. And as you know, we started that three years ago. And when we started it, we told the market that it was going to take two or three years before people understood that we were a part of the Upfront process, that we deserved a seat at the table, if you will. And I think this year -- this past year, it really resonated with buyers. And I do think that some of the issues that are going on in the TV marketplace have helped that. Because all of a sudden, I think buyers that would have just traditionally rolled over their Upfront commitments right into TV with some little increase, and that just happened year after year after year.

I think this past year, for the first time, media buyers paused and said, wait a minute, ratings have been declining for several, several years. I've got all these other options of video advertising, cinema happens to be one of those, and I'm going to consider those more heavily. And we were in the process. We were there talking to them, and it made that a lot easier for them to make that movement of their money from the TV Upfront budget, if you will, to something else, which was us. And we also know that a lot of that money went to the digital world, to online and mobile. So I think it's sort of a number of factors that the timing was just really good for us.

All right. Thanks very much.

There are no further questions in the queue. I would like to turn the call back over to Kurt Hall for closing comments.

I just want to say thank you, everyone, again for your patience. I know it's been a long year. I think we're off to a great start for this year. So please let us know if anybody has any other questions, and we will be talking to you soon. Thank you very much.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.