National CineMedia, Inc. (NCMI) Q2 2013 Earnings Report, Transcript and Summary

Greetings, and welcome to the National CineMedia Second Quarter 2013 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. David Oddo, Vice President of Finance for National CineMedia. Thank you. Mr. Oddo, 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 the 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. 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 Q2 earnings call. Today, I'll provide a brief review of our Q2 2013 results and make some comments about our progress in our key strategic focus areas. David will then provide a little more detail about our Q2 financial results and guidance for Q3 and full year 2013. And then, as always, we'll open the line for questions. The current quarter was a record quarter for us as we once again exceeded the top end of our adjusted OIBDA guidance range, with 25% adjusted OIBDA growth on 12% total revenue growth. Our ad revenue grew 15%, as both our national and local ad businesses exceeded their internal targets for the second quarter in a row due to the great leadership and hard work of our media sales teams. The quarter also benefited from a low make-good due to the strong June box office. The strong ad revenue growth combined with tight cost controls, several theater acquisitions by our founding member circuits and an increase in Fathom's margins resulted in a 580-basis-point increase in our Q2 2013 adjusted OIBDA margins versus Q2 2012. Our Q2 2013 national revenue growth of 16% is driven by a strong 17% point increase in inventory utilization and 17 -- 7% higher network attendance associated with the strong box office and continued addition of network affiliates. The meaningful increase in utilization reflects our focus on developing unique integrated marketing campaigns for clients, and more aggressively pursuing new client categories with more flexible pricing structures designed to shift budgets from lower priced ad mediums. We have already added 20 new clients in 2013, 11 included in the Q2 2013 revenue, that have never spent with us or had not spent since 2006. These new national clients included businesses in the apparel, restaurant, QSR, toy, print media, computer software and confectionary categories. While we are successfully expanding and changing our client mix, as expected, is putting pressure on CPMs. This, combined with lower Q2 2013 content partner spending versus Q2 2012, resulted in a 9% lower average CPM. You should know, however, through the first 6 months, our CPMs are only down 1.2%. Another key part of our strategy to expand inventory utilization is our participation in the TV upfront process. Participation in this process allows us to work with clients to create unique integrated marketing campaign packages and book multiple flights during their planning process that are consistent with their marketing plans for the coming year. Our Q2 2013 results benefited from several integrated deals and upfront commitments that were put in place during the 2012 process. Given the success of this upfront strategy launched late last year, we held our second upfront presentation on May 15 during TV Upfront Week in New York City. By all measures, this event was a successful event as over 500 clients, media agency and other media executives attended our presentation. While we're making good progress, it will likely take us several years to increase our advanced bookings to our ultimate goal of 70% to 75% of our annual budgets going into the year from just under 60% going into 2013. Having said this, we appear to be trending in the right direction as our Q4 bookings are up nearly 25% and there are several additional deals in discussion. Our local advertising business posted its third consecutive quarter of strong double-digit revenue growth, with Q2 2013 revenue up 16% versus Q2 2012. Our average contract value was up 10% as we continue to expand our regional business and the number of contracts booked increased 6% with the addition of new network affiliates and an increase in spending by smaller businesses that are becoming more comfortable with the economy -- that the economy will improve into the future. Since the beginning of 2012, we added 16 new network affiliates with 976 screens. While the impact of those additions on our local and regional business took a little longer than we had originally anticipated, with this new theaters fully integrated into our digital network and sales process, we expect to continue to benefit from the increase in DMAs and better geographic coverage across DMAs. Our local and regional bookings for the second half of 2013 are currently up 9% over 2012 at the same time last year. Having said this, our local revenue comps get more difficult starting in Q4 2013. While still a small part of our total advertising revenue, our online and mobile initiative continues to be an important part of our integrated bundling strategy that is helping to drive incremental on-screen buys. This integration strategy combined with an 11% increase in Q2 2013 local online sales versus Q2 2012 were the primary drivers of the 25% increase in online and mobile ad revenue versus the first half of 2012. As part of our overall digital strategy, we continue to aggressively pursue our strategy of connecting on-screen ads to the mobile devices of theater patrons to provide a unique wireless promotional platform for our theater circuit partners and ad clients. Earlier this summer, we launched our FirstLook Sync app as part of an integration with Regal's new app. FirstLook Sync is also available in the Apple and Android online stores as a standalone app, or as part of our Movie Night Out app that has now been downloaded by approximately 2 million users. While the usage of this app is still small, the response rates have been significantly higher than market norms. We're hopeful that the distribution of FirstLook Sync will continue to expand as it is integrated with other movie-going apps, including those of our other circuit partners. As mentioned earlier, our competitive positioning continues to benefit from our strategy to expand our national digital network. So far in 2013, we have signed 4 new affiliate theater circuits with approximately 246 screens and 7 million annual attendees as we continue to have promising discussions with several other regional circuits. As of the end of Q2 2013, we had 19,587 total screens in our network, representing a nearly 3% increase in total screens versus the end of Q2 2012. Our founding members have also been very acquisitive with transactions involving individual theaters and the Great Escape, Rave and Hollywood theater circuits. Net of acquire -- dispositions -- require dispositions, our founding members have acquired 109 theaters with 1,437 screens since late 2012. While 97 of these theaters with -- are 1,245 screens were already part of our network, and thus do not expand our reach or impression base, the higher margin theater access fee structure with our founding members will increase our future margins. We should note this benefit is already implicit in our 2013 guidance. It is also important to note that included in these acquisitions are 192 screens and approximately 9 million attendees that will not be added to our network until their Screenvision contract expires in a few years. We currently expect to receive approximately $3 million of integrated -- integration payments annually as compensation for the NCM LLC units that have been issued related to those acquired theaters that are not yet part of our advertising network. We also continue to improve the quality of our network with 97% of our attendance now part of our digital satellite network, with approximately 1,500 -- 15,500 screens representing over 80% of our satellite digital network attendance featuring new, higher quality digital cinema projectors. Our Q2 2013 Fathom Events revenue decreased $2.9 million or 33% versus Q2 2012, due primarily to a decrease in the number of consumer events held, to 15 from 26 during Q2 2012. Some of this decrease was due to fewer Met events as this season's schedule is more heavily weighted to Q4 2012 and Q1 2013. The lower revenue was offset by margin improvements related to 2% higher revenue per event, and lower programming cost percentages, resulting in only a slight decrease in Fathom's operating income versus Q2 2012. The Q3 and Q4 consumer event pipeline looks very promising, with a start of the new Met season, the return of Kirk Cameron, the highly anticipated Mayweather-Canelo fight, 2 comedy events and the resurgence of classic rock music with Grateful Dead, Bruce Springsteen and Def Leppard concert events. As we have mentioned in the past, we have been working with our founding member partners to find a more effective long-term ownership and business structure that would allow the Fathom business to attract more high-quality programming and more effectively leverage its national network. And let NCM management focus its full attention on our growing and much higher margin core advertising business. We should note that for the trailing 12 months ending June 2013, our Fathom Consumer business only represented 6.3% and 1.2% of NCM's total revenue and adjusted EBITDA, respectively. Earlier this week, we signed a nonbinding letter of intent whereby NCM will contribute its Fathom Consumer business into a newly formed LLC, that will be owned 30% by each of our founding member circuits and 10% by NCM LLC. In addition to the 10% ownership interest, NCM will receive a $25 million 6-year 5% note that will be paid in equal annual installments. The note will be guaranteed 1/3 each by the 3 founding member circuits. In order to create a smooth transition, we will continue to provide certain operating and corporate overhead services to the new entity for 9 months after closing for an agreed-upon fee. Due to the related party nature of this transaction, NCM formed a committee of independent directors, which is being advised by Peter J. Solomon Company. Closing is expected in late Q3 or early Q4 of this year. Looking ahead, while we continue to work on a number of late Q3 2013 national advertising and scatter proposals, consistent with comments on our first quarter call, we're expecting lower Q3 revenue and adjusted OIBDA versus 2012. While our Q3 local and regional ad businesses continue to grow, as expected we will not be able to completely replace the record $20 million Q3 2012 national campaign of one of our telecom advertising clients. Despite a lower projected Q3 2013 national ad revenue, with first half adjusted OIBDA up over 22% versus 2012, our 9-month adjusted OIBDA implicit in our Q3 guidance range would represent a record first 9 months for our company. With the shift in our revenue mix from Fathom to our higher-margin advertising business and other margin improvements related to tight cost controls and theater acquisitions by our founding members, we're keeping our annual guidance unchanged but are increasing our annual adjusted OIBDA guidance slightly. This annual guidance reflects the robust first half and the increase in late Q3 and Q4 proposal activity versus this time in 2012. While this increased booking activity may relate to a stronger future economic outlook, we may also be benefiting more meaningfully from some favorable media market trends relating to digital programming fragmentation and the proliferation of the DVR and other ad skipping -- TV ad skipping technology. Our broadening national reach and increasing impression base and unique engaging theater environment where ads can't be skipped, make our core selling proposition stronger than ever. I'll now turn the call over to David, our interim co-CFO, to give you some more details concerning our Q2 2013 financial performance and our Q3 2013 annual guidance. David?

Thanks, Kurt. For the second quarter, our total revenue increased 11.5% versus Q2 2012, driven by a 15.4% increase in total advertising revenue, including beverage, partially offset by a 33% decrease in Fathom Events revenue. Total Q2 2013 adjusted OIBDA increased 24.9% and adjusted OIBDA margin increased 580 basis points to 53.9%, reflecting the increase in a high margin advertising revenue to 95% of our total revenue versus 92% in Q2 of 2012. Our margin increase, also related to the acquisition by our 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 $900,000 of AMC-Rave and Cinemark-Rave integration payments for the second quarter versus none in Q2 2012. 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. Our Q2 2013 advertising revenue mix remained consistent with Q2 2012, and was 71% national, 19% local and 10% beverage. Q2 2013 national ad revenue, excluding beverage, increased 16% and reflected an increase in utilization to 107.1% compared to 90.3% in 2012, and a 7% increase in our Q2 2013 attendance versus Q2 2012 related to the stronger slate of films versus the second quarter of 2012, and the continued addition of new network affiliates. In addition to the changes in client mix that Kurt discussed, the 9.1% decrease in average CPM was also affected by a 7% decrease in Q2 2013 content partners spending allocations versus Q2 2012. A strong box office for the last few weeks of the quarter resulted in a $500,000 make-good from $800,000 at the end of Q1 2013. You should note that this make-good was one of our lowest quarter-end balances and lower than the Q2 2012 balance of $1.4 million. Our Q2 2013 local revenue increased 16.1%, with same screen sales increasing approximately 14.7%. This was driven by an across-the-board increase in the volume of both larger regional clients and smaller local contracts. The total dollar value of contracts under $100,000 increased 15.2% and a number of these smaller contracts increased 10%, while the total dollar value of contracts over $100,000 increased 19.6%, and a number of these larger contracts increased 30.4%. Looking briefly at diluted earnings per share for the second quarter, we reported GAAP EPS of $0.17 compared to a net loss of $0.03 in Q2 2012. Excluding charges for derivative-related items, swap terminations and write-offs of debt issuance cost, EPS would have increased 46% to $0.19 compared to $0.13 in Q2 2012. Our capital expenditures were $3.5 million or 3% of total revenue for the second quarter compared to $2.5 million or 2% of total revenue in Q2 2012. The increase was primarily due to a capital lease founded by the provider of Monster video Walls installed in 11 theater lobbies in the top 10 markets and the timing of connecting new affiliate screens to our digital network. We currently estimate that 2013 CapEx will be in the range of $11 million to $13 million or approximately 3% of total annual revenue. While there are ongoing discussions with several regional circuits that could increase our future impression base, our current capital expenditure projection assumes that no additional network affiliate agreements are signed this year. Moving on to our balance sheet. Our total debt outstanding at the end of Q2 2013 increased to $884 million from $839 million at the end of Q2 2012, primarily due to increasing our term loan by $45 million to fund approximately $23 million in swap termination payments and add approximately [indiscernible] million of cash to our balance sheet. The increase to our term loan was a result of a November 2012 refinancing, as well as a May 2013 repricing. Both transactions allowed us to capitalize a favorable debt market condition that lowered our projected 2013 annual cash interest expense by approximately $5 million. Our revolver balance, net of NCM LLC cash, was approximately $5 million at the end of Q2 2013, down slightly from approximately $6 million at the end of Q2 2012. Our current average interest rate on all debt is approximately 5.5%, including our $270 million floating rate term loan bank debt at approximately 3%. Our total debt outstanding is approximately 70% fixed. Our consolidated cash investment balances at the end of Q2 2013 increased by approximately $20 million to $95 million from the end of Q2 2012, and include an NCM LLC balance of $9 million. Approximately $20 million of the $86 million of cash held by NCM, Inc. is reserved for income tax payments and tax receivable agreement payments to the founding members. Thus, excluding these tax associated reserves and after the payment of the $0.22 per share dividend that we announced this afternoon, we would be able to pay approximately 5 additional quarters of dividends, even if no cash were distributed up to NCM, Inc. from NCM LLC. Our Q2 2013 dividend that would be paid on August 29, 2013 to shareholders of record on August 15, 2013, represents an annual yield of approximately 5% based on yesterday's closing share price. Our pro forma net senior secured leverage at NCM LLC as of June 27, 2013 was approximately 2.9x trailing fourth quarter adjusted OIBDA, down from 3x as of March 28, 2013, 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 net leverage at NCM LLC was approximately 3.7x down from 3.9x as of March 28, 2013, and our consolidated leverage net of NCM, Inc. cash balances was 3.4x, down from 3.5x as of March 28, 2013. Turning to our Q3 2013 guidance and annual outlook. For the third quarter, we expect total revenue to be in the range of $130 million to $138 million, and adjusted OIBDA to be in the range of $73 million to $81 million. This implied an adjusted OIBDA decline of approximately $4 million to $12 million, or 5% to 14% versus Q3 2012, primarily due to the record telecom campaign in Q3 2012. Even with this expected Q3 2013 decline, the projected first 9 months total revenue and adjusted OIBDA, implicit in the midpoint of our guidance, would represent 2% and 6% growth, respectively, over the first 9 months of 2012. With respect to our annual bookings and outlook, our booked and pending national advertising revenue, including content partner, beverage, cellphone, PSA, and scatter contracts, are up approximately 3% or $8 million on a total dollar basis, and are 87% of the national advertising revenue implicit at the midpoint of our full year guidance range, versus 88% of our actual 2012 national advertising revenue at the same time last year. While it is still early in the fourth quarter sales process, our Q4 2013 national bookings are currently up 24%, and we are hopeful that our upfront strategy and a more stable economic environment will provide a more favorable late Q3 and Q4 2013 selling climate than in the past 2 years. If these bookings and a strong first half that offset the weaker Q3 2013, as Kurt mentioned, we are leaving our annual revenue guidance at $455 million to $465 million, but increasing our annual adjusted OIBDA guidance to $230 million to $240 million. That concludes our prepared remarks. And we'll now open up the lines for questions.

[Operator Instructions] Our first question is from Townsend Buckles of JPMorgan. Townsend Buckles - JP Morgan Chase & Co, Research Division: Kurt, can you talk about the extent to which the strong pickup in demand you saw at the end of the second quarter has continued into the third? And it sounds like the bookings later in the year are looking stronger, so if you could talk a bit more about the visibility you have into the quarter here and Q4, where you've been hit by pullbacks in the past, starting, I think, around September and October. So I just wondered if you feel any better at this point in the year than years past.

Yes, we clearly feel better about that. I think the overall economy just feels better. As you recall, the last 2 years, the real issue started about now. So, 2011, August was a very difficult month for the market which continued into September and October. And I think the issues were last year related to the election and the fiscal cliff. A lot of that noise is no longer there. So -- and you look at other factors in the economy, the unemployment rate seems to be -- the whole employment issue seems to be better, housing seems to be a lot stronger, there's just a lot of factors that, I think, give me a lot more confidence that things are going to hold together this year throughout the rest of the year. Clearly, we've allowed ourselves some downside in case it doesn't, but I am feeling comfortable. As far as the timing of bookings. Clearly, the late second quarter rush -- we'll never know exactly why it was, but some of the things that we think may have gone on, there may have been some money hung up related to the upfront process, maybe advertisers really started to think seriously about moving money away from TV because of the rating declines that they were experiencing. You don't really know. We're kind of seeing some of the same stuff happening now. Late third quarter seems to be a lot stronger than we saw earlier in the third quarter. And so we've had a lot of later deals come in and we're starting to see a lot of activity for Q4. As David mentioned, our bookings are up. Now, some of the Q4 related -- relates to some deals that slid from Q3 to Q4. So that's some of the answer for why Q3 is a little softer than we would've liked. But we still would've been behind last year almost no matter what, as David said, the big deal last year, we had -- with one of our telecom clients. So I think the environment just feels better right now. Townsend Buckles - JP Morgan Chase & Co, Research Division: And can you remind us how much a content partner spending you have in the third and fourth quarter versus last year?

Did we even talk about that? I know we had 7% less in the second quarter. As far as the first half versus second half, I don't think there's that much of a difference year-over-year. And remember, I think we said our first quarter was up in content partner spending, our second quarter is down a little bit. And I think second half is pretty stable. Townsend Buckles - JP Morgan Chase & Co, Research Division: And just lastly, David, if you could quantify how much the founding member acquisitions increased the margins in the quarter?

Increased them from what, last year? Townsend Buckles - JP Morgan Chase & Co, Research Division: Yes, year-over-year.

That's something we don't have handy but I can tell you on an annual basis, the Rave acquisition by Cinemark is about a little less than $4 million on an annual basis for us on EBITDA. And Great Escape is about $1 million and Hollywood about $2 million. And all on an annual basis. So, I guess, if you parse that up, about 1/4 each and do the math, it's a little bit of an increase.

The next question is from James Marsh of Piper Jaffray.

This is Stan on behalf of James. We've recently seen some shift in Apple's marketing strategy. Do you expect any push from Apple or Google this fall to offset last year's Samsung handsets? Have you seen anything? any activity there?

Yes. That's about all I can say right now.

Is it -- can you quantify it in anyway? Is that meaningful enough or...

No. Probably best I don't quantify at this point.

Okay. And then secondly, on Cobb Theaters, I think it's up for renewal, second half with Screenvision. Is it strategically important to you guys? Or just let it slip here?

I don't anticipate we're going to lose any affiliates. So I think that's the bottom line.

The next question is from Barton Crockett of Lazard Capital Markets.

I just wanted to clarify one thing on your guidance. Does your guidance exclude Fathom revenues in the second half with this divestiture now planned?

No. We haven't made any adjustments for Fathom at this point. The comments we made on Fathom is because we're a little bit below our revenue targets in Fathom for the year-to-date and through third quarter. So the mix obviously changes our margins a little bit.

Okay, all right. So the -- so when would you expect this transaction actually to hit the P&Ls?

I think it's -- if everything goes according to plan, we'll hopefully get it closed right at the end of the third quarter, so it will only impact fourth quarter.

Okay, all right. And then in terms of the revenue outlook here, I was wondering if you could give us some sense of -- in the middle of your guidance range in the fourth quarter, what are you feeling in terms of ad revenue growth year-to-year? And how dependent is that on box and attendance given that we do have a tough comp in the fourth quarter?

Yes. I don't really -- our business is not all that tied to the box office per se, obviously, our make-good could fluctuate from the low of $500,000 and to a high, I think, we've ever had of $4 million. So clearly there's a range of $2 million or $3 million of revenue that could shift from one quarter to the other because of box office declines. But even that, it's only related to the box office right at the end of the quarter. So it's -- we're most sensitive to declines in the last 2 or 3 weeks of the quarter. Because if it happens any other time, we can usually make good inside the quarter, and so it doesn't impact our quarterly results.

Okay. Well, can you give me a sense of the level of ad change year-to-year you are thinking in the fourth quarter based on your guidance?

I'm trying to figure out by backing into it because, obviously, we haven't given fourth quarter guidance yet. So you can back into the numbers just by taking our third quarter guidance and subtract.

I mean, the total numbers but there's some volatility in Fathom as well?

Yes, I wouldn't worry about Fathom all that much, especially from the bottom line, it's not a big bottom line generator for us. So it's less than $1 million a quarter. So I wouldn't worry about that much. Clearly, if we end up closing the Fathom transaction by the end of the third quarter, fourth quarter margins will be positively impacted. The Fathom business over an annual period, without it, our margins would be about 2 -- 2.5 percentage points higher.

Okay. Well, I mean, just one final thing on this Fathom thing. I mean, in this transaction, is there any lessening of the strategic relationship with Fathom? And I thought that was one of the things you offered to your theater partners, is its relationship with Fathom that they found attractive. by putting them into a separate entity, does that lessen in any way or change in any way?

I don't think it lessens in any way. And the big thing that we've been pushing and will continue to push is the idea of trying to create sponsorship sales around events. And that is going to continue to go forward. So the strategic benefits were synergistic from an expense standpoint, use of the network. All of those things will continue into the future. The business is more of a consumer business, where clearly, our core ad business is a B2B business. So that's not really on the sales or revenue side. There aren't any real synergies, it's more on the expense and distribution side.

The next question is from Eric Handler of MKM Partners.

So, when I look at your OIBDA margin of 53.9% on adjusted OIBDA basis, it's the best in 7 years that you've had in the second quarter. So how much of this improvement or tightening of your cost that you've done is permanent versus temporary? And second of all, just your thoughts, Kurt, with -- looks like the Broadcast network upfront's pretty much finished now. Volumes are down. And I'm just curious, your thoughts on how that might impact you as you sort of get into the fall?

Yes, I'll answer the second one first, Eric. The volumes being down and the TV upfront is always a good thing for us. And I think, clearly, the CPMs are up anywhere from low to mid-single digits. So, clearly, their volume being down as a relation to the decrease in ratings. So any time there's less video ratings out there in TV land, it's got to be a good thing for us because advertisers have got to look elsewhere for those rating points. Now, clearly, some of that is moving to the online video and other social and digital stuff. But I think that provides a good environment for us. It's clearly a better place to be than when all of the money is being sucked up by the TV upfronts, right? So the first part of your question, remind me, what?

Of your cost structure or your cost leveraging, how much is permanent versus temporary?

There are 3 things really going on here. The first is probably the most significant and if you look at record revenue for the first quarter -- or second quarter rather, the flow through, as you know, on our local and most importantly, on our national business is very, very high. So the -- just the implicit nature of the high-margin incremental revenue that we have is driving most of that margin improvement. We have some cost containment. We obviously haven't had a CFO for a few months, so that's helped. And there's been a few other things that we've done. And then, of course, David mentioned the change in some of the theaters that were acquired by the founding member circuits, while second quarter didn't have all that benefit, it had a lot of it in it, and that's another contributing factor for us.

The next question is from James Dix of Wedbush Securities.

I guess, I have a kind of a broader question now that you're going through your second upfront process and I assume are broadening your reach to different categories of advertisers. How are you thinking about pricing going forward and the need to kind of appeal to advertisers who may be more CPM sensitive when it comes to any of their sight-sound-and-motion budget? Is there some kind of change in or evolving strategy here that we should be thinking about in terms of that CPM growth because I know you've indicated that, that's not going to be a driver kind of for the near-term? I'm just wondering if you're thinking that, maybe that's going to be off the table as a driver -- for a little bit longer than that, just as you evolve your strategy to reach out to other categories to drive your demand?

Yes. I mean, the answer is different depending on what period of the year you're talking about. Clearly, the months of May through almost September, but August for sure, and November, December, those months, we clearly have a lot less flexibility. And those are sort of, to use a TV analogy, our prime months, if you will, and -- or prime time months. And then the rest of the months, obviously, we have a lot more inventory availability and we have a lot more flexibility. The good news about our upfront strategy is that we can sit down with clients and talk about those type of things across their whole marketing plan for the year. And you can do multiple flight deals where your CPMs for certain flights in the summer and the higher months, around Thanksgiving and Christmas, are higher and the rest of the year is lower and maybe the weighted average CPM worked for them. So there's no question and we've said this before -- so it's not a new strategy we're announcing today. There's no question that we are being a lot more creative and a lot more flexible with our pricing depending on what flights are being bought and what the deals are. So I don't think that's -- James, I don't think that's a new strategy. We've been employing that and it seems to be working. Obviously, this is about driving utilization higher and as I've said many, many times, given that we're in the media business, you can't really get too aggressive on pricing until you're sold out. And that's something that, I think, is true with every media business.

Great. And I just have one follow-up. You've discussed it a little bit more, but as you're looking into the back half of the year and you're talking about the improved tone you're sensing in the ad market. Any sense of that is -- that improvement is more in the national side than the local or the other way around? Just curious as to what your take is on that.

Yes. I'd say it's in both. There's no question that our expansion has helped us on the local and especially regional side. Some of the data that David shared with you on the amount of dollar value of contracts over $100,000, that growth is obviously much higher, so that would point towards our regional business doing better. And I think that is related to our better demographic -- geographic, rather, coverage in certain DMAs. But I do think we're also seeing smaller businesses come online. And there's more businesses out there. We went through a period of time from '07 to '12 where net business additions was actually negative. So there were more businesses going out of business than there were being formed. And so we're seeing that reverse now, where there's more businesses being formed, thus we have more clients to call on. So all of those things, I think, are helping. Our local business has had a heck of a run. We've had 3 quarters in a row now where we've been 15% to 20% growth. I do -- we do expect those growth percentages to slow a bit as the comps become harder. I mentioned fourth quarter last year was pretty strong for the ad business, but it still looks like it's, the local ad business still looks like it's growing. The national business that we've talked about a lot, we are very sensitive to changes in the broader environment, the economic environment, because as CMOs and other marketers start looking at their sales level for their individual companies going forward, if they start getting nervous about economic growth and just the viability of the economy in general, they're going to start cutting back their marketing and we're amongst the marketing mix that tends to go first. And that's why you've seen us have more challenging fourth quarters the last couple of years because as the year moved on, the economic outlook, it started to go down. And cratered right about now, or maybe a little more into August and then in September. What we're seeing right now and the activity we're seeing would seem to indicate everybody has a high-level of confidence that it'll -- the good news will continue into the year, into the end of the year.

The next question is from Ben Mogil of Stifel. Benjamin E. Mogil - Stifel, Nicolaus & Co., Inc., Research Division: David, the numbers that you gave for Great Escape, Holiday, with Rave, I think, like $8 million or $9 million of OIBDA, is that for '13? Or is that a full run rate as if from a Jan 1 perspective?

That's a full year and it's a little less than $7 million. The Rave-Cinemark was a little less than $4 million, Hollywood, about $2 million and Great Escape, about $1 million, on a full year basis. Benjamin E. Mogil - Stifel, Nicolaus & Co., Inc., Research Division: Okay, that's great. And then Kurt, I apologize if you sort of talked a little bit more about this, I got disconnected. When you were told about the Fathom transaction, beyond, I think, you had started tracking both the metrics that you were sort of hit targets, you had contracts that were tied to, was the decision to exit Fathom that it was business that had no kind of core with the core advertising business? Was it being -- was it your impetus? Or was it the founding members who obviously can use this from a ticketing perspective still? Curious sort of what drove the Fathom decision. And obviously, earlier this year you exited part of it. This year you're exiting the other part. Kind of curious what was going on that front?

Yes, I think, the consumer business clearly was a business that we had a lot of hope in. It's been a good business. It's grown a lot over the last several years. And I think we got into a point where the ownership structure that we had in place and the alignment between their interest in our interest probably weren't property matched with trying to get the business to the next level and try to reach its full potential. And clearly, this is a business that if you get the full support and you get the full pressure from the marketing standpoint and from other standpoints from the circuits, it's a business that can flourish. If it's a business that they don't have a big economic interest in, then it's going to be tougher. And I think that structure that we've created, they obviously have a much bigger economic interest in it. We're going to continue to do for quite some time, I believe, continue to do the services where synergies can be created and other things that we can do for the business that are important. So some of the synergy benefit that's always been there, it's probably not going to go away. And I just think it's a better platform for this business to flourish. And if you look at it from NCM's standpoint, I gave you some statistics, so far this year, it's been a little over 1% of our cash flow. You have to sort to ask yourself, is this a business that, from a focus standpoint, is in the right place? As so that I think was probably more of a secondary reason to do it, but a reason nonetheless.

The next question is from Jim Goss of Barrington Research.

Kurt, I was wondering if you could talk a little bit more about the upfront process in terms of just how the negotiations go with the individual advertisers. Like are you laying out of a full year in terms of placement of spots, certain days of the week, certain times, certain genres, like -- and how does the mix of movies impact that and are there cancellations? Is it -- and maybe sort of a corollary, I presume there's some sort of impact on -- of the upfront guarantees on rates, in return for the stability you get in return. So if you could talk about that a little bit that would be of interest.

Sure. Well, no deal is the same. So any comments I make, obviously, are very general. I think clearly the approach is meant to try to match our avails or our availability, inventory availability with what their needs are. And, clearly, if they have needs during places where we have low inventory utilization there's going to be a much easier price discussion with that client. If somebody comes to us and says they just need inventory in July and August, obviously, that's going to have a different pricing dynamic. So I can't make any general comments about that. But clearly you have to give them a reason to commit their money upfront. And I would say the big reason is, for people who are launching products to make sure they get the inventory that they need when their product is being launched. I think that's a big incentive. We also have the opportunity to sit down with clients and create, what I've referred to in my comments as integrated programs, programs that not only use the big-screen but may use our online stuff, may use some of the lobby stuff. The more complicated integrated programs are easier to talk about in an upfront environment than they are at a scatter environment where the lead times are much shorter and there's really not enough time to try to put some of these integrated deals together. So I think there's a combination of all of those areas, things, Jim, that are baked into the strategy. And that's why we're doing it. Clearly, at the end of the day, if we can get more money on the books earlier that provide less volatility in our future revenue flow and so on. But I think every negotiation/discussion is a little bit different.

Okay. And ultimately, if you -- the objective is to build enough demand so that you can put pressure on prices, part of it then is getting additional ad categories involved and have you seen more of a movement on that, I think it came up in one of the prior questions, but does it seem like that's starting to turn your way in terms of getting the additional categories you need or at least one?

Yes. I mean, so far this year, as I mentioned, we've added 20 new clients. That's a pretty good rate for us and 11 new clients just in the second quarter spend. So I'm very happy with the progress we're making there. Having said that, there still hundreds of brands out there that still don't buy cinema at all or at least as much as I would like them to. So there's a lot of fertile ground out there.

Okay. And lastly, do you think local pricing would ever shift to the national style of CPMs versus spots? Or some hybrid based on when the time slots are? Or are you happy with the way they have sort of 2 different categories?

Yes, the way we've designed our program with the local ads, following a little bit further away from showtime, then the national ads, clearly we're better off to keep the structure where we are. Having said that, especially with the regional deals that are done by local or even national agencies, they're doing the math, too. But I wouldn't say that our relationship between national pricing and local pricing is much different than the difference between buying a national network campaign or going into the spot market and just trying to buy individual DMAs. There's a premium for buying on a more targeted DMA basis in the TV business just like there is in our business.

Okay. I guess one more. Does the move that some theater chains have made toward having prearranged seats, help you or hurt you, ultimately?

Well, it actually could go both ways. I can tell you, first of all though, that the percentage of seats or shows or attendance that are now doing advanced ticketing and advance seating, is very small relative to the overall population. So it's not an issue that we really worry about all that much just because the numbers are so small. Having said that, it is a trend and especially in some of the big cities, L.A. in particular where some of the theaters have started to do it. I can tell you the circuits do struggle with the fact that it hangs people up more at the box office, people take longer to pick their seats and all that kind of stuff. It does delay people in getting to the concession stand, which is not a good thing. So -- and in a lot of cases, there's incremental cost associated with ushers and other people that have got to help people find their seats. So there are incremental operating costs and other issues associated with it that are not necessarily beneficial to the theater operator. I think where you've seen this most prevalent is in the big cities, L.A. in particular, where the audience make-up there just requires it. And so you've seen circuits go about that. The other trend is that a lot of the reserved seating locations are also accompanied by a bigger food menu and in some cases, full sit-down dinner type of things. What we've seen some cases is people get in their seat actually earlier for those kinds of situations because they want to order their stuff and they want to get it before the movie starts and not have waiters up in front of them and so on. So it can go either way. I think the bottom line is it's a still very, very, very small part of the overall business.

[Operator Instructions] And the next question is from Eric Wold of B. Riley and Company.

2 questions. I guess, one, just -- I know the 10-Q will be out either later today or tomorrow, but looking at the balance sheet data in the quarter and the press release, what was the major driver for a kind of total assets going up $120 million sequentially?

When the circuits go out and buy new -- buy theaters, we give them, as you know, from the structure, new LLC units. So the balance sheet side of that is an intangible. It's valued at the market value of those LLC units when they're issued.

Okay. And then secondly, you mentioned the 20 new clients added year-to-date, 11 in the second quarter. Can you give us a sense -- if you look back to last year -- of the new clients that were kind of added last year, either in the first half or full year, kind of what was the repeat business for them, kind of moving to this year, kind of dip the toe on the water last year? You became repeat customers in 2013 so far?

Yes. I don't know the exact repeat. I can tell you who the customers or the categories rather were in the second quarter of this year. You can call us later, and we can talk to about some of the repeat stuff. I can tell you, generally, we very seldom have people almost never buy us, hate us and leave. Most of the on-and-off again buying habit is really built around the product launches. So if a company has a product launch in the first year, they advertise with us. The next year, they don't have a launch, they don't advertise with us. The following year, they do. So it's based more on their product launch schedules than anything. The categories that we saw in the second quarter that were very strong, the telecom, hardware and software categories were very strong. The military came back. We did a big campaign for the Army National Guard around the Man of Steel film. Computer software, department stores, import auto were all pretty strong categories in the second quarter.

Our next question is from Mike Hickey of Benchmark Company.

Just kind of thinking forward here a little bit. There's a few kind of emerging technology trends that are interesting. And how it impacts linear television. You have Intel coming with a DVR that theoretically, they're saying, could record every hour that's broadcasted. You have Google that just came out with Chromecast, that essentially will port mobile display to the TV. And you have Netflix and all the Internet TV that continues to get a pretty strong demand and, really, fueling I think the cord cutting trend. And I think you've always referred to as kind of these mega devices that are kind of shaking the foundation of traditional TV advertising. So just, theoretically, I mean, how close do you think we're getting to a point where the TV ad buyers are going to have forced accountability to look outside this traditional vertical for avenues like yourself?

Well, look. I'm not going to suggest that TV is ever going to go away because TV is still the only sight-sound-and-motion platform that's ubiquitous. So even if you want to make an argument that a certain percentage and maybe it's a high percentage of the ads aren't being seen. Even then, it's still the biggest reach you can get on a Thursday night or whatever night you're talking about. So you have to be a little careful even though I think it is true that there's a lot of time shifting and ad skipping and all that kind of stuff going on. TV is still a very, very strong force and still a primary medium for most people that are advertising. Having said that, there's clearly a lot of things going on in television. All of the things that you mentioned and a few more that are, I think, giving some ad buyers pause. You also have a lot going on right now with research. And there's a lot of money moving to online and mobile in particular and there's very little research to support the LOI -- the ROIs, rather, or any of the sort of metrics that people like before they start spending a lot of money. There seems to be a lot of money right now moving into social and mobile, and so on, without a lot of data, a lot of research behind it. And TV still has its research and it still has a currency that is very well respected and very well received and used. Online and mobile is a long ways from there and there's an awful lot of confusion going on in the marketplace right now around research. And so while the technology you mentioned is all very interesting stuff, there's going to have to be research that's going to have to come along with it before you really see the money start moving from an established medium like television. Having said all that, I don't think we, the cinema business, and we, in particular, get enough credit for the fact that we have such a high sampling rate, if you will, of our attendance base. I mean, we, because we have relationships with all these circuits, know the attendance -- the actual attendance numbers. There's no extrapolation and the only thing we have to really calculate is how many of the people that bought tickets for a given show are actually in their seats when the ad played. And then we've got other research that, I think, makes people comfortable they can get their handle on that. Most every other medium, there are significant extrapolations that are being made. On the Internet, you see, they're huge. And even TV, you have, what, 30,000 or 35,000 homes across 110 million. So the sampling size is pretty small. So I think both those trends, the technology, hardware, software trends that you mentioned or alluded to, along with the trends in research are going to be the things that everybody should watch because it's changing very rapidly and it's very interesting.

One quick follow-up. At your upfront this year, you showed kind of how cinema and TV can work together. And that was kind of unique from the prior year, and I think it was pretty effective, at least, with the media buyers that we talked to. Is there -- thinking about hot mobile is, and you're right, there's lot of research that needs to be done, it's unproven, but certainly people putting money there. Is there a sort of a strategic partnerships that you can create or have created that can kind of work both the high and low end, high being you guys and low end being mobile, in terms of kind of extending your kind of aggregate reach between the 2? And maybe averaging your CPM lower?

Yes, we announced some deals at our upfront, Twitter in particular, in the social world, that we're working on. And there are 2 or 3 other, what I would consider, more pure mobile/social things that we're working on. Clearly, creating these kind of strategic alignments, relationships, whatever you want to call them, is a part of our strategy. Very difficult to get into these businesses now because they're very fragmented and some of the big players are very big. So, I think, it's a lot better course of action for us to create these strategic relationships where we can take some of our attributes, combine it with theirs, and make a 1 plus 1 equals 3 situation.

We have no other questions in queue at this time. I'd like to turn the floor back over to Mr. Hall for any additional remarks.

Thank you very much, everyone, for joining and for your support. And I'm sure we'll be talking to some of you after this call. If anyone has any questions, please let us know and we'll be talking to you at the end of third quarter. Thank you.

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