Greetings, ladies and gentlemen, and welcome to the National CineMedia Inc. First Quarter 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. Thank you. Sir, you may begin. .

Good afternoon. I'd 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 and Section 21E of the Securities Exchange Act of 1934 as amended.

All statements other than statements of historical facts communicated during this conference call may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties..

Important factors that can 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 include some non-GAAP measures.

In accordance 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, which may be found 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 Q1 earnings conference call. Today, I'll provide a brief overview of our Q1 actual results and progress against our longer-term operating strategy. I'll also comment on signing of a merger agreement with Screenvision.

David will then provide a more detailed discussion of our financial performance for Q1 and provide some more details regarding our guidance for Q2 and full -- and Q2 and some information on full year. And then, as always, we will open the lines for questions..

Our Q1 revenue on adjusted OIBDA was just a little stronger than anticipated, driven primarily by stronger local and regional advertising revenue growth, offset by slightly lower than projected national advertising revenue.

Excluding the Fathom Events business that we sold at the end of 2013, total Q1 revenue decreased 5% and adjusted OIBDA declined 18% versus Q1 2013 due primarily to the lower higher-margin national revenue that more than offset higher local and regional revenue and the benefit of tight cost controls..

Our Q1 national revenue, excluding beverage, decline of 17% reflects a 10% decrease in our average CPM and a 13 percentage point decrease in inventory utilization that was offset somewhat by 8% higher network attendance related the strong box office compared to 2013.

Despite these current quarter declines, we continue to make good progress towards expanding our business as we added 6 new national clients who spent during the quarter and have added 18 so far this year, ahead of the 2013 pace when we added 30 new clients during the whole year..

These new client additions and increased spending by some of the existing clients did not offset the shift to later in the year of approximately $3 million in content partner commitments versus Q1 2013.

In addition, the early 2014 TV strata market has been soft as an increasing portion of marketing budgets appeared to be focused on high-quality sports programming, including a best-ever-sold Winter Olympics and NCAA Tournament that includes the broadcast of more games.

International client addition so far this year included businesses in the nonprofit, pharmaceutical, Internet, personal care, video game, QSR, family restaurant, toy, home furnishing, and cable TV categories..

Our local advertising business had a record Q1 as revenue increased 36% over a strong Q1 2013 that had increased 22% over Q1 2012. This growth was driven by increased spending from both larger regional and smaller local clients who had benefited from the steadily improving economy.

Our local and regional business is also benefiting from the continued expansion of our network as better geographic coverage within DMAs helps us to compete more effectively with local TV, newspapers, radio and billboards..

We also launched our Turbo initiative that reduces our proposal to on-screen lead times to less than 72 hours and a very successful sales promotion launched in Q4 carried over into the current quarter.

While the Turbo initiative was only tested in Southern California, early results have been encouraging as we're beginning to attract clients that would've never considered cinema in the past due to their need to change copy frequently or launch new sales campaigns on short notice..

We are planning to expand this program to other parts of the country throughout the year so that by early 2015, we'll be able to offer this service to all of our national clients, which could help to expand our business in several under penetrated categories, most notably retailers and QSRs..

With online and mobile campaigns becoming an increasingly important part of brand marketing budgets, we continue to aggressively pursue our strategy of connecting our big screens with the online and mobile world. Our FirstLook Sync app initiative is still very small.

It's capability to quickly and seamlessly connect movie patrons to FirstLook content has yielded impressive response rates that have attracted the attention of larger app platforms. Stay tuned for an announcement at our upcoming Upfront presentation in New York on May 14..

The ongoing expansion and improvement of our national digital network continue to improve our competitive position across our national, regional and local ad businesses. We have just passed 20,000 total screens in our network, representing nearly a 3% increase in total screens versus the end of 2013..

During 2013 and so far in 2014, we have signed 7 new affiliate theater circuits with 303 screens and over 8 million annual attendees. Our founding members and existing affiliates have also been expanding their circuits through acquisitions and new construction.

In addition to the founding member rate and Hollywood acquisitions last year, Southern Theatres, one of our largest network affiliates, acquired a circuit with a 130 screens with over 4 million annual attendees that will join our network this coming July.

While the acquisitions by our founding members will primarily have existing network affiliate theaters and thus did not expand our network meaningfully, they did help to improve our operating margins due to the shift from the affiliate revenue share structure to our founding member theater access fee structure..

We also continue to improve the quality of our network, with 100% of our network screens now featuring a digital projector, 80% of which are the higher-quality cinema -- digital cinema projectors.

Theaters representing over 97% of our network attendance received the FirstLook programming over our digital network, with the remaining approximately 800 screens primarily in smaller markets receiving content via thumb drive..

Looking ahead for the rest of the year. We are providing cautious Q2 guidance as there is only 5 or 6 weeks of effective selling time for the quarter, and we're discontinuing our 2014 annual guidance due to the uncertainty associated with the timing and impact that the Screenvision transaction will have on our results for the remainder of the year.

While our Q4 national commitments are tracking ahead of Q4 2013, and despite the recent pickup in Q2 bookings, Q3 national aggregate commitments are down versus 2013 as buyers appear to be laying their commitments as they position for the upcoming TV Upfront..

Our local and regional business is also a little soft in Q2 as it appears that many clients accelerated spending in Q1 in response to our sales promotion. Even with a softer Q2, our first half local and regional revenue is still projected to be up 11% over 2013, and second half bookings are currently pacing higher than last year..

While it's still too early to predict our revenue for the second half in here, we are working on many significant marketing campaigns and upfront deals that have completed, would fall into Q3 or Q4. We will know more as the TV upfront process gets underway over the next 2 months.

Our upfront meetings have been going very well heading up to our upfront presentation in New York on May 14. We're receiving a positive response to our more flexible pricing and seasonal packaging structure and improved audience targeting tools that are -- that we are working on..

We're also receiving interest in many of the strategic relationships that we have created, including our new relationship with Twitter.

And of course, we could also get some positive market momentum from our announcement earlier today about the signing of a merger agreement with Screenvision that could create some increased market visibility and positive sales momentum prior to the completion of the deal..

We're obviously very excited about the $375 million merger agreement with Screenvision. With a projected $32 million of trailing 12-month adjusted OIBDA as of April 2014, and projected operating synergies of approximately $30 million, the acquisition is significantly accretive versus our current trading multiple of approximately 12.3x adjusted OIBDA.

The transaction will be funded through the issuance of approximately 9.9 million NCMI shares and approximately $225 million of debt plus yield cost, resulting in slightly lower consolidated financial leverage after operating expense synergies..

In addition to all the financial benefits, this deal will also significantly improve our competitive positioning within the expanding and increasingly competitive video advertising marketplace that now includes hundreds of TV and digital out-of-home networks as well as many fast-growing online and mobile video and social platforms.

With meaningful operating cost synergies, better future revenue growth profile and slightly lower financial leverage, we plan to make investments to integrate the Screenvision theaters into our existing digital network so that a more targeted and higher-quality preshow presentation can be consistently delivered to theater patrons across the country..

We will -- we now reached nearly all 210 U.S. DMAs with Screenvision added to our network, providing new market -- new national marketing option for retailers, QSRs, restaurant chains and other national brands who need ubiquitous U.S. marketing to cover all of their locations..

While many clients of both NCM and Screenvision in the past, that process has been cumbersome due to the different network technologies, preshow placement and differing proposal and posting processes.

The addition of the Screenvision inventory to our new proposal and inventory management system launched in Q1 and additional functionality planned for launch earlier next year will provide marketers with a more efficient buying platform, including shorter lead times and more effective targeting of the highly coveted younger theater audience.

And as more brands include NCM's larger and more efficient cinema network in their future marketing plans, more advertising revenue will be available to our theater partners..

high-quality impressions, ubiquitous national scale and the ability to better target audiences will be required in the advertising marketplace in the future. With our expanding scale and the investments we are making in our network and inventory management systems, we will be well positioned to compete in the media marketplace for the future.

In fact, with consumers being provided increasing control over how and when they view programming and if they do advertising, our network will standout as the one place where marketers can feel comfortable that their ads are being seen..

That's all I have. So now I'll turn over the call to David, our Interim CFO, to give you some more details concerning our Q1 financial performance and both Q2 -- and Q2 guidance. .

Thanks, Kurt. For the first quarter, our total revenue, excluding the Fathom Events division, decreased 4.7% versus Q1 2013 driven by a 17.1% decrease in national advertising revenue, including beverage, partially offset by a 36.1% increase in local advertising revenue..

Total Q1 adjusted OIBDA, excluding Fathom Events, decreased 18.4% and adjusted OIBDA margin decreased to 32.2%, reflecting a decrease in high-margin national advertising revenue, partially offset by the acquisition by the founding members of certain of our network affiliates and the resulting shift from the affiliate revenue share cost structure to the higher-margin founding member theater access fee cost structure.

We also recorded $200,000 of AMC rate and Cinemark rate integration payments for the first quarter, consistent with Q1 2013..

You should note that these 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.

Assuming no change for the founding members resulting from the Screenvision transaction, we expect to record $2.5 million to $3 million of these integration payments during 2014..

Our Q1 2014 advertising revenue mix shifted towards local and was 61% national, 26% local and 13% beverage versus Q1 2013 which was 70%, 18% and 12%, respectively. Q1 national ad revenue, excluding beverage, decreased 17.1% versus 2013 driven by a decrease in utilization to 72.6% compared to 86% in Q1 2013, and a 10.1% decrease in CPMs.

These declines were partially offset by network attendance growth of 7.7% related to a strong slate of films in the quarter and the addition of new network affiliates..

The utilization decrease was primarily driven by a $3 million shift in Q1 content partner must-spend allocation to later in the year versus 2013 and one national auto client that did not return.

The CPM decline was due to a shift in our client mix to new client categories that traditionally buy their television and other advertising at lower CPMs, lower content partner allocation and a soft TV scatter market.

This resulted in an approximate 19% decline in the average value for national contract versus Q1 2013 against the relatively flat number of national contracts versus 2013. With the strong Q1 box office, our quarter-end make-good declined to $200,000 from $800,000 at the end of 2013..

Our Q1 local advertising revenue increased 36.1% driven by a 19.5% increase in average contract value and a 16.0% increase in total contract volume versus Q1 2013.

These increases were primarily driven by an increase in the number of contacts over $250,000 to 9 contracts from 2 in Q1 2013 coupled with an 18.7% increase in the average value of these larger contracts.

The growth in these larger contracts during the first quarter of 2014 was due in part due to the increase in network theaters and better geographic coverage in many markets and states that made our network more attractive to larger regional businesses, including automotive and telecommunications categories..

Q1 beverage revenue increased 5.6% driven by an 11.8% increase in founding member attendance that related to a favorable film mix and the acquisition of certain affiliate theaters by our founding members during 2013. This attendance increase was partially offset by a contracted 5.8% decrease in beverage CPM..

Looking briefly at diluted earnings per share, for the first quarter, we reported a GAAP EPS loss of $0.05 versus $0.02 in Q1 2013. This was driven primarily by lower operating income related to the lower national advertising revenue.

Our capital expenditures were $2.2 million for the first quarter compared to $2.7 million in Q1 2013 or approximately 3% of total revenues for both periods. We estimate that our Q2 capital expenditures will be approximately $2.5 million, and capital expenditures for the year will be contingent on when the Screenvision deal closes..

Moving on to our balance sheet. Our total debt outstanding at NCM LLC as of March 27, 2014, was $907 million versus $890 million at the end of 2013. This increase was due to the seasonal fluctuations in working capital needs that increased our revolver balance to $37 million versus $20 million at the end of 2013.

Our current average interest rate on all debt is approximately 5.3%, including our $270 million floating rate term loan bank debt and revolver balances at approximately 2.2%. 66% of our total debt outstanding at the end of Q1 2014 had a fixed interest rate..

Our consolidated cash and investment balances as of March 27, 2014, decreased by approximately $20 million to $79 million from the end of Q1 2013, with $77 million of this balance at NCM, Inc. The decrease was driven by the payment of a $0.50 per share or $29 million special cash dividend on March 20, 2014..

Including the Q1 available cash distribution due to NCM, Inc. on May 27 and excluding tax reserves and after the payment of the recently announced dividend to be paid on June 2, 2014, we will be able to pay approximately 4 additional quarters of dividend even if no cash was distributed up to NCM, Inc. from NCM LLC.

Our annual dividend yield is currently 5.8% based on today's closing share price of $15.29..

Our pro forma net senior secured leverage at NCM LLC as of the end of Q1 2014 was approximately 3.1x trailing 4 quarter adjusted OIBDA, which is well below our senior secured leverage maintenance covenant of 6.5x. 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 NCM LLC cash balances of approximately 4.0x at the end of Q1 2014 and our consolidated leverage net of NCM, Inc. and NCM LLC cash balances was 3.6x at the end of 2013..

Turning to our Q2 guidance for the second quarter. We expect total revenues to be in the range of $92 million to $100 million and adjusted OIBDA to be in the range of $42 million to $50 million. Excluding Fathom Events, this implies an adjusted OIBDA decline of approximately 24% to 36% versus our very strong record Q2 2013..

As Kurt mentioned, due to the uncertainty with respect to the timing of closing of the Screenvision transaction and its impact on our 2014 annual results, we are discontinuing our 2014 annual guidance.

We plan to complete our Hart-Scott-Rodino filing over the next couple of weeks and will provide an update and Q3 guidance during our Q2 earnings call in early August..

That concludes our prepared remarks, and we'll now open the lines for your questions. .

[Operator Instructions] Our first question comes from the line of Eric Handler with MKM Partners. .

Few things on the Screenvision transaction.

The $30 million of synergies that you're talking about, are those immediate synergies? And then those seem to be on the cost side, do you foresee any revenue synergies as well? And then if you could just maybe talk a little bit about what's going on in the scatter market right now? I mean, do you feel like this is all related to the upfronts right now in sports? Or is there some bigger secular issue going on here with cinema?.

online, you can skip them pretty easy; mobile is easy; and TV is getting easier and easier, as you know, through the DVR, that we think cinema will kind of rise to the top of the video marketplace, if you will, or quality spectrum, and we think that's kind of the way the future goes.

As far as your question on Screenvision, I'm not going to respond obviously to the revenue synergies. We haven't commented on that and don't intend to. And so on the operating cost side, the $30 million is sort of our best estimate. A lot of them can be captured pretty quickly because there are so many overlapping parts of our businesses.

And so we haven't obviously looked at things closely enough to be able to tell exactly what the timing will be, but there's clearly a lot of overlap that can be eliminated reasonably quickly. And so we're pretty comfortable with that $30 million. .

Townsend Buckles with JPMorgan Chase. .

Kurt, any general expectation on when you think the transaction could close? I realize that the regulatory is a key factor here.

And then once the deal closes, how quickly you can get Screenvision network on to your element of preshows aligned?.

Yes, it's a great question. Obviously, I don't have control of it. The average process seems to be in the neighborhood of 6 or 7 months.

But I've been told that given that our situation, we don't have diverse or diced geographic regions or geographic locations that we operate in, and the analysis should be pretty straightforward that we -- we're hopeful we can be on the shorter end of that. But again, you know these processes. You don't have much control over them.

So I guess that's about the best guidance I can give you on that. And what was the second question? I'm sorry. .

Just once you do close the deal, how quickly you can get the network's -- the Screenvision network onto your own and the preshows also aligned?.

Yes, the facts are that about, I don't know, 75% or 80% of their network is network either through a satellite system or through a broadband system. So getting those theaters on to our network is a fairly straightforward process, and it's very analogous when we formed NCM to begin with.

At the time, AMC had a different system in their theaters, and we were able to create an interface in effect between that system and our system, and we're still evaluating it. As you might expect, this process was such that we weren't able to go in theater by theater and check out all the theaters. We did get list of all the equipment.

We know what's there and all that, of course. So now that it's announced, we'll be able to get a few other more details that we'll need to evaluate how long it's going to take. But the good news is that most of the theaters are on a network, and that was one of the more important things for us.

They also have a number of networks that are digital, that there are thumb drives or disk drives being delivered to the theater with the advertising on it. We have a few of those left, as I mentioned in my comment. We have about 800 screens that have that. They have, I don't know, 4 or 5, 6 times more than that.

But -- so the digital is already there, the projectors and all that. So we got to put some gear in the theaters and connect the satellites and so on. So we'll be evaluating that over the next time period till closing. .

Got it. And on the core business, you mentioned the TV upfront is holding up Q2 dollars, if I heard you correctly.

Is this more notable than you saw last year or you've seen in the past? And could you see -- would you expect to see some release in June after the upfronts get going? Or would you say that underlying scatter demand is clearly just coming in lower than you saw last year?.

I would say it's lower than last year, although it picked up, I mentioned in my comments. We did see a pickup the last couple of weeks, like all of a sudden the scatter started to break a little bit. We also had a fairly big deal that was scheduled around in June and moved into July. Actually, that happened on Friday.

So our guidance for Q2, we actually changed, I guess over the weekend, a little. We brought it down a little bit because that deal moved into Q3. So it's something that, as I've said before, I think there's a little more pausing going on right now in the marketplace because there's more people evaluating more platforms now to put their money.

And clearly, the definition of the marketplace that we operate in right now is broader than it was 5 or 6 years ago because of the addition of the video online and mobile online. The unknown part of that right now is how effective those are.

And the only thing I can sort of look at in history -- recent history is you look at banner ads and you look how popular they were 8 to 10 years ago and how much money was being spend around them and the CPMs were $10 to $15. And today, the CPMs for banners are $0.10 to $0.15, and there's an unlimited supply of them.

And so the effectiveness obviously has some impact on that pricing. And so we'll see where it works out. I feel pretty good about where we're going to end up just because, as I said at the end of my comments, there is more and more control being put in the hands of the consumer on when they watch and what they watch and if they watch ads.

So it's going to be interesting to see how consumers react to mobile video platforms that force them to watch ads before they talk to their friend or whatever it is that they want to see on their mobile device. I think the tolerance level on a mobile device is a little bit less than sitting in your living room for sure.

So we'll see how that works out. .

And on your pricing, we hear a lot from media buyers and advertisers who are big supporters of cinema that it's pricing that holds them back.

So with your CPMs trending down pretty meaningfully, are you seeing that incremental demand or incremental conversations start to happen?.

Yes, as I mentioned, we're getting a lot of really good response in our upfront conversations on this issue of being more competitive with TV 18 to 49 adult demos. And this was a bridge that we haven't crossed before.

And we really came to the conclusion that in order to get a lot of advertisers, especially in the CPG and QSR, and people that are just buying GRPs, that if we're going to get that money, that we're going to have to price it even more analogous to television, which means we have to get into the demo world.

And as I mentioned in my comments, we've been investing over the last 3 or 4 years in inventory management systems that are going to allow us to get to a place where we can start to sell cinema in a little more targeted way than just movie ratings, which is really the way cinema's being sold pretty much forever.

And I think when we can get to a point over the next year or so to be able to optimize buys for clients, we can now bring the ROI up considerably. And clearly, we will get to a point where we will do a lot more contracts maybe at a lower value per contract, but we will be able to do a lot more of them and have a lot more clients.

So there's no question that the future is really driven around technology and the way to deliver and the ability to deliver to clients what they want and more targeted.

Everybody talks about programmatic buying, and really there's 2 aspects of that, one which I don't think high-priced and high-quality video will ever go to, which is putting your inventory into a blind bidding pool and let the market bid for your inventory.

I don't think video will -- high-price video, television video, cinema video, I don't think it'll ever get to that point, except for maybe a very small part of your inventory that happens to be remnant, last-minute stuff.

What there is going to happen and it's something we're working on is you're going to have to execute electronically or on an automated basis. And that is something that all the TV networks are working on and we're working on.

And I think it may have come into the thinking of the Screenvision owners that, that next evolution of technology investment that was going to be required, which we're well along in making, was not something they wanted to do.

And so we think once you get the network on to the same platform you can deliver to the theaters digitally or predominantly all the theaters digitally. And you can target through these optimizers that optimize your inventory, then you got a much better product. And the thesis is once you have that better product, more people will buy it.

They'll buy it at a higher price and so on. .

Our next question comes from the line of Barton Crockett with FBR Capital. .

Just a couple other things about the merger, is there any breakup fee associated with it?.

Any -- say that again? Breakup fee?.

Any kind of breakup fee, yes. .

Yes, there is. On our behalf, there's a $28.8 million, I think, or whatever the number is, a little over $28 million, breakup fee if we walk for any reason or Justice approval is not gotten.

There's a $10 million dollar breakup fee on their side, which can be increased for another up to $18 million depending on whether they sell the business to somebody else. The theory there is obviously, they terminate with us because they got a higher price from somebody else.

So -- but the basic termination fee for them is $10 million if they just walk. And we have a year to get approval, with a 3-month extension on that. .

Okay. That's helpful.

And then through this process, with all these synergies looming, do you have the structure in place to incent people to continue to sell, so that -- revenues aren't too badly affected with the uncertainty?.

Structure for who to continue to sell? On our side or on Screenvision side?.

On both sides. I mean, you have to keep people focused because obviously they're worrying about the synergies. .

Well, Barton, I'm not sure that the synergies are based at all on the sales. In fact, the $30 million has nothing to do with revenue synergy.

And I guess you could make the argument sound terrible but -- what? What happened?.

My question was, are people -- are you giving incentives to the salespeople who might be worried about losing their jobs as you go through the cost cutting as part of the deal. .

That's up to Screenvision. That's really not our risk. In fact, if their salespeople leave and the theory is that cinema advertising is going to be bought, chances are it may come to us, right? So in a weird way, it's not terrible. If people leave, it's not what I want. They're obviously putting in retention situations as well.

So -- but if you assume that cinema is going to be bought and they're not selling it, then it comes to us, right?.

Okay. That makes sense. And then one final question. The second quarter number down so much.

Would this second quarter have been consistent with the guidance, which is now removed? But when you gave that guidance, were you contemplating a second quarter down this much?.

Yes, we were. One of the things that we looked at when we gave our annual guidance was that softer first and second quarter. So yes, I guess the short answer is yes. Now I want to put a little thing in perspective. Last year's Q2 was the best Q2 we've ever had in our history. And in fact, I think it was up 14% or 17% from the previous year, 2012.

And just to put that in perspective, there's $122 million, $123 million of revenue last year and some of that was Fathom, obviously. But -- and $110 million the year before that, and $100 million in 2010. So we're kind of in the range of the last 3 or 4 years except last year happened to be a really, really good year.

And then as you know, we had a little bit of a soft third quarter last year. So that's -- it was taking into account when we gave our guidance at the beginning of the year. .

Our next question comes from the line of James Marsh with Piper Jaffray. .

Just wondering how Carmike fits into all of this, regarding being equity owner in Screenvision and a board seat.

Where do they fit in all this when everything settles down?.

Well, I don’t know. Their call actually is going on right now. They started exactly the same time we did, and we did plan to -- we released and then they released right after us because I know Dave is going to talk about this from their perspective.

I don't know exactly what he's going to say, but I imagine that he's going to say that the unrealized benefit on their balance sheet of the investment in Screenvision is now this deal obviously monetizes that or crystallizes that. So you may want to look and see what he did say because I know he was going to comment on it. .

Our next question comes from the line of Ben Mogil with Stifel. .

A couple questions, how long is the Screenvision holders lock up for?.

Lockup, you mean the exclusivity?.

No, sorry, the 9.9 million shares receivable [ph]. .

Oh, no. There is no lockup. .

No lockup, okay. And then the press release was not vague but sort of obviously cautious that you assume that you're going to vend in the asset but there's actually no assurance of that.

Is this the founding members having final say on whether they theoretically say if they want Screenvision or not?.

No, not at all. It's really structured as a 2-step process. And the first step is that the public company merges with their public company, and we merge their public company C corp -- their private company C corp rather, out of existence. One of the challenging parts of our structure is we have this flow-through mechanism at the LLC level.

So we had to come up with a tax structure that would allow for the assets to be taken out of their C corp and into our C corp on a tax-free basis because the shares that are being issued to them are on a tax-free exchange basis. Once the assets are sitting then at Inc.

level, the only way that we can capture the synergies associated with the deal is to then contribute the assets down to the LLC level in exchange for LLC shares, so that you'll have the same number of LLP shares issued to Inc. as you had issued to the public. So they'll be in that 1:1 ratio. And so the 2-step part of that was very, very important.

And again, the only way we can capture the synergy benefit of the transaction is to contribute into LLC.

So it would be, I think, probably not in the circuit's best interest to not to do that because all the synergy benefit is trapped at the LLC level because that's where all the operations are, right? And by contributing the assets down, if that's what happens, we contribute the assets down, they're now in an LLC, there's no corporate tax structure because putting a C corp that's taxable underneath an LLC, it gets double taxed.

So it gets taxed before it gets distributed to the circuits and to the public company, and so the public company gets taxed again at the public company level. So there's a double taxation problem, and that's why we had to go through this 2-step structure. .

And Kurt, I know you would not want to be double taxed, I'm assuming. .

I don't think that's a good thing, is it?.

Our next question comes from the line of Mike Hickey with The Benchmark Company. .

Kurt, this is maybe difficult obviously, just on the regulatory side.

I mean, do you expect any friction points there, or are you pretty confident?.

Probably best that I not comment on that at this juncture. I've stated before that the primary reason that we're doing this are the expense synergies and the ability to make us more competitive in this bigger, broader advertising marketplace that we're operating in. I think that's probably -- those are the -- I mentioned all of those things.

I think also for the advertiser, this platform is going to become a much efficient -- more efficient platform to buy than it has in the past. I've always viewed some of the gating factors to buying cinema is the complexity of buying cinema and the difficulty with buying cinema and the lead times.

And all that stuff, we're going to make all that go way or at least bring it down to equalize with the way they buy TV and online. And so I think that is a big benefit.

And then of course, if we're very successful in creating a new and better type of product, that will benefit our circuit partners because the advertising revenue to them will go up as well. .

Yes, no, fair enough. And then on Screenvision itself, the -- I mean, obviously, it looks like they have a fair amount of attendance here and of course, you kind of split the market.

Maybe any color on utilization or CPM, maybe how they compare? I mean, $32 million in OIBDA is obviously a lot less than what you're generating over a similar size network. .

Yes, their network is around 14,000 screens. We're about 20,000 screens. And also, the average attendance per screen in our network is quite a bit higher than theirs. So our attendances is 700-plus million. Theirs is 400-plus million.

And so you're probably at 1.1billion or something like that impressions, which again I think in this new market place is important because it gives you a heck of a lot more flexibility, the package and price and slice and dice your inventory than we currently do. So that's another obvious reason to do this. .

Okay.

And then on content partner side, I mean, how do you think this deal is going to impact?.

It's a great question because if we just took our content partner deals and just spread them across this expanded network, they're getting kind of a free ride, right? So I would hope, and we're going to have to structure our existing deals, say, they have to go across the NCM network. So we're going to have to work on that.

We've got a few content partner deals that we're working on that will be renewed for next year, so this will obviously be taken into consideration. And -- but it was a good question. I mean, it's something we're going to have to make sure that we take care of so that those content partners don't get all those incremental impressions for free. .

Our next question comes from the line of Eric Wold with B. Riley & Co. .

Maybe kind of walk us through -- I apologize if you've already covered this originally, but if the combination -- the acquisition does go through, what is the process with the existing kind of previous contracts with their exhibitors? Do those kind of play out as they are? Do they need to be restructured to fit more the National CineMedia mold? Does that kind of [indiscernible] negotiate roughly each of those? Or -- and what does that [indiscernible]?.

Yes, we'll obviously assume what we've got. And if there are any that are in-process to be renegotiated, it'd be nice to get them on a more consistent structure. But we have a lot of different structures in our group of affiliates that we have as well.

They all have a basic structure, but they're different -- different parts of them are different depending on the circuit. So we have some flexibility there.

Clearly, we'd like to get to a point where our preshow, the FirstLook, is played across all networks and it's basically got the same inventory scheduling and the same inventory slots and so on because one of the comments I made in my opening comment was we've got to have a consistent preshow and a consistent product across all of cinema to make it attractive to these big advertisers.

One of the gating factors, especially for QSRs who want ubiqutous coverage across all the theaters so they have a theater close to all their stores, is that they need something they can buy efficiently and it just hasn't been that way. We tried over the years to kind of get together and allow them to buy us and Screenvision at the same time.

It's just really complicated, and buyers just don't want it to be complicated. So I think we'll -- I think once we get the FirstLook across all for our platform, I think we'll be in a much better shape. .

Okay.

And then just last question, so assuming the deal goes through and you'll evaluate those contacts outstanding as they are, but from your 3 founding members' standpoint, the day the deal goes through, do all -- are all Screenvision's exhibitor partners essentially NCM success, they would get shares from acquiring AM [ph]? Or is there any kind of delay on that?.

Yes, it would be exactly the way it is today if they buy one of our affiliates.

So in the case of Kerasotes or Hollywood or Rave, if those were existing affiliates, all we end up doing is flipping from the rev share model, which is lower cash flow for us and lower margins for us into the theater access fee structure where they get shares, obviously, LLC units, but they -- it's a much lower payment to us for access to the theater.

So it increases our margin and reduces leverage and so on. So it would not matter whether they were Screenvision prior to the acquisition or not because they would all be treated the same. By the way, your research that came out last week made us laugh as we were working on the deal. We thought may be you had a bug in our office or something. .

[Operator Instructions] Our next question comes from the line of James Dix with Wedbush. .

Well, Kurt, I guess just starting with kind of the fundamental core business. You mentioned the shifts of a buy from the June quarter back to the September quarter.

Any rough magnitude of things which you think are kind of shifts as opposed to not knowing whether they're shifts at this point?.

That was the only one that I can point to where we know what happened because it just happened on Friday. I mean, we had a little bit higher guidance set to go on Friday, and we confirmed -- our sales guys confirmed that the client wasn't ready to launch and so it got moved. So anyway, that's the only one I can point to. .

Any rough quantification on that, like how big that was?.

$2 million. .

Okay. Great. And then in terms of the Screenvision deal, you mentioned a little bit about another round of investment necessary to upgrade networks and maybe that was something which the Screenvision owners were thinking about.

Anything else going into the timing of the deal? Why now?.

I had always said, and I think I mentioned this to you guys in the past, that if you look at their growth in their revenue and cash flow over the last year, they had a very, very poor first quarter of 2013. In fact, I think it was the worst first quarter by a long shot in the history of the business.

They lost several million dollars of cash flow in that quarter. It was just a really bad quarter. And they will tell us -- or they did tell us that they had some sales team issues and some other stuff, they had to make some changes. And they did make some changes early last year, and so they were able to grow the revenue back up.

But I always thought that when they make the replacement of the first quarter of '13 with the first quarter of '14, their cash flow was going to -- their trailing 4-quarter cash flow was going to jump up, and that might be a triggering point or a catalyst point for them to think about selling the company. It's also privately -- private-equity owned.

They would've been in the deal for around 3.5 years at that point, so pressure starts to build a little bit from a exit strategy standpoint. So I think those 2 factors sort of triangulated into this was probably a time that they might entertain doing a deal. .

Okay. That's actually very helpful. And then just one other -- I apologize, I'm out of the office at the moment.

So in terms of the impact on your founding members' ownership of you, [indiscernible] it's diluted down by the number of shares which get issued? And is there any extra dilution that occurs?.

No. I mean, basically, it's pretty straightforward. There'll be 9 -- if we do the 2 steps that I talked about before, there'll be 9.9 million LLC units issued to match the 9.9 million shares in the market. And I think the ownership goes to basically 50-50 at that point in time. .

49.5. .

Yes, 49.5-50.5, something like -- it's close enough to 50-50, and that's where it will end up. .

Okay. Great. And then one last longer-term one, how important do you think a project -- Project Turbo and other things that make -- that we, I don't know, more digital speed I guess in terms of the ability for advertisers to get in and out and adjust is going to be sort of cinema in particular.

Or do you think that cinema, as other media started the more from the ability to actually deliver ad reach will be able to kind of rise above the need to kind of be that fluid? Because I've heard a little bit about some of that maybe affecting like outdoor, right, which is almost at the other end in terms of its ability to be [indiscernible] by advertisers.

I just want to know like what do you think of the long-term importance of that is to cinema at kind of the premium CPM medium?.

Yes, one of the thesis I have about this acquisition is that I thought we were going to be able to apply a little capital to this asset combined with our asset and really make it a much more efficient network which will hopefully allow us to get the utilizations up over time.

And so I do believe that the ability to deliver on an automated basis -- again, I like to stay away from that word programmatic. I think that word is overused today in the media world, and I'm not talking about letting machines in a marketplace sell our inventory. That's not what I'm not talking about.

I'm talking about the ability to have the human beings, our salespeople, negotiate deals. And the deals can then be executed a lot more electronically than they are into various media plans that are either done by the agency exchanges or client private exchanges or other things that are happening out there to execute advertising contracts.

And so I do believe that all mediums are going to have to have the ability to execute those things with shorter lead times and more efficiently. It's just happening, and everybody has to be able to do that. I'm not going to say that they won't buy you if you can't do that, but I clearly think you're at a disadvantage if you can't do that.

And so that's one of the reasons we started -- I mean, we saw this coming a few weeks ago, and it's one of the reasons that we've already made the investments we have in our management systems, our inventory management systems.

I may have mentioned on the last call, we just launched our inventory, new inventory proposal and inventory management system to our whole local sales force in the first quarter. And that system is going to continue to be upgraded and then eventually, we'll have even higher levels of automation to be able to optimize buys a lot better.

Because it's all about trying to get less and less waste associated with demographic target that, or other characteristics, that the customer or client needs and wants. And the more and more you can target that demo or cut that demo into the pieces that the client wants, the better off you are and the more effective that buy is.

So that's the direction we're going, and I do think that it's important, and we will be there. .

And do you think that affects the amount of inventory that you can sell through your upfront process over time? And is becoming flexible will make advertisers more or less interested in committing to you in an upfront type process?.

So I think there's always going to be a certain aspect of upfront, and you also may get to a point where you have the agencies committing to actually more upfront inventory of various kinds just because they can execute it more efficiently across to all of their clients.

Because if all of their clients are in their systems, their exchanges, that they can use to allocate inventory to all those various clients across all of various brands and intersect that, if you will, or interconnect that with all the suppliers, the networks who have the inventory and you can do that in an efficient way, it may actually lead to a situation where they're willing to commit more upfront.

We're actually talking -- currently talking to agencies about that very thing with us is that we can get an agency to commit upfront, maybe they're a content partner, for instance, make other big commitments to us, but then they can allocate to all of their clients.

And I think it makes it more efficient for them because they know how much supply they have then. .

And ladies and gentlemen, there are no further questions at this time. I would like to turn the floor back to management for any closing comments. .

Okay. Thank you very much, everyone, for joining us today and as always, for your support. I know that we threw a lot at you today, especially with the Screenvision transaction. So we will be available, obviously, tonight and over the next few days if anybody has any follow-up question. So thank you very much, and I'm sure we'll be talking soon. .

Thank you. Ladies and gentlemen, this concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation..