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Crown Media Holdings, Inc. (NASDAQ:CRWN)

Q1 2014 Earnings Conference Call

May 2, 2014 11:00 a.m. ET

Executives

William J. Abbott – President and Chief Executive Officer

Andrew Rooke – Executive Vice President and Chief Financial Officer

Charles L. Stanford – Executive Vice President, Legal and Business Affairs and General Counsel

Allison Bennett – Director, Corporate Communications and Media Relations

Analysts

Michael Pace – JPMorgan

Peter Okins – Stifel

James C. Goss – Barrington Research

Lawrence M. Stern – Stern Capital

Brian Courville – ANA Capital

Operator

Good morning, ladies and gentlemen, and welcome to the Crown Media First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions) As a reminder, this conference call is being recorded.

Today's presentation includes forward-looking statements regarding the Company and its performance. The forward-looking statements may concern, for example, expected financial positions and operating results, its business strategy, its operating and financing plans and other matters. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contained in or implied by any forward-looking statement and should be considered in conjunction with the cautionary statements included in our press release and our most recent reports filed with the Securities and Exchange Commission, including our most recently filed annual and quarterly reports. Any forward-looking statements are made only as of the date of this conference call, based on information known today in the Company's management. The Company is not undertaking any obligation to update any forward-looking statements.

I would like to turn this call over to Allison Bennett. Go ahead, Allison.

Allison Bennett

Thank you. Good morning, everyone, and welcome to Crown Media's first quarter conference call. With me today are Bill Abbott, President and Chief Executive Officer; and Andy Rooke, Executive Vice President and Chief Financial Officer. Bill and Andy will comment about the operating results and financial performance for the three months ended March 31, 2014, and then we will open up the call for questions. I would like to remind everyone that our press release, which contains information on non-GAAP measures, was distributed this morning and is available through the Investor Relations section on our website at ir.crownmedia.net. In addition, our form 10-Q will be filed later today.

Now, I would like to turn the call over to Bill.

William J. Abbott

Thank you, Allison. Good morning, everyone, and thank you for joining us today. I'm pleased to report revenue growth of 6% from fourth quarter 2014. Since our last call, we’ve made a number of exciting announcements including several at our annual On the Front Lunch in March. Our programming strategy will dramatically change the profile of both our networks and also mainly increase our value proposition in the marketplace.

For Hallmark Channel, we are reinforcing our commitment to expand the network's spectrum our original programming with two new primetime original scripted series. We announced the partnership with ITB Studios America to turn one of the Hallmark Channel to a successful movie franchises, The Good Witch, into a 10 episodes scripted serials to add during the first quarter of 2015.

The (inaudible) in this franchise, The Good Witch is one that has later this year on October 25th on Hallmark channel.

In other news at Hallmark Channel, we announced 27 new original movies in 2014 including 12 in fourth quarter as part of our Countdown to Christmas campaign. We have once again partnered with best-selling author Debbie Macomber on the production of. Hallmark channel original movie “Debbie Macomber's Mr. Miracle”. This movie played for fourth quarter of this year is based on her upcoming novel, “Mr. Miracle”.

Furthermore, Hallmark Channel has – will continue its dedication to event programming by developing its new three-hour special, Kitten Paw-Start Game which will air during the summer of 2015. This new summer tradition will feature kittens ready to hit line drive score home runs as they battle on the baseball competition of the year.

On the Hallmark movie channel upfront, we are paralleling to channel’s rapid distribution and ratings growth for the substantially increased programming slate, including seven original movies for 2014, three fourth quarter of 2014, as part of the network’s New Holiday tradition the most wonderful movies of Christmas.

In addition, during the fourth quarter, Crown Media will realign Hallmark movie channel’s brand across platforms with a due date, taglines and logo,, Hallmark Movies had mysteries. As part of its enhanced programming strategy, the network is developing three original mystery wheel franchises in 2015 featuring three part, 2-hour mystery movie franchises. The first mystery wheel will be (inaudible) starting Lori Laughlin, followed by Gourmet Detective, starring Cedar Cove (inaudible).

Now, we will review quarterly operating highlights.

In the areas of content ratings, the year took off to a great start with the premier of our second primetime original scripts and series When Calls the Heart. Throughout its 12 episode run, When Calls the Heart averaged the solid 1.6 household rating and reach 13.7 million on duplicated bureaus of which 2.6 million were more than 25-54 for propelling Hallmark Channel to become the third highest rating cable network on Saturdays at 9 o’clock in primetime.

The series finale reached over 2.7 million unduplicated viewers. And we also our premiered our third scripted series, Signed, Sealed, Delivered, to a strong 1.6 household rating on April 20.

The second season of Cedar Cove began production in March and is scheduled to premiere during third quarter of this year.

Hallmark Channels’ original movies continue to strive for excellence with three new original movies in first quarter all of which were rated top 10 among households with people two plus, reaching over 2 million unduplicated viewers in their respective to premiers.

We anticipate our ratings momentum will continue in throughout the rest of the year by delivering more quality family-friendly content and building upon our strong branding assets.

The second season of our lifestyle program Home & Family has seen significant growth among key demographic including within 25-54 reporting a 35% jump in first quarter delivery over first quarter of 2013.

Recent success has led us to develop strong relationships with our advertisers with such partners as Ace Hardware, Lumbar Liquidators and others on the Renew It All Sweepstakes. A six week contest features seamless partner integration and (inaudible).

February 2, 2014, Kitten Bowl, an inaugural three-hour special event, aired on Hallmark Channel. The special show drew 3.2 million viewers outperforming the corresponding time period average from a year ago across all key demographics. The program also became network’s most successful social media campaign to date with the hashtag KittenBowl garnering 50,000 tweets, establishing it as a top Twitter trender during the show’s premiere broadcast. Kitten Bowl will return in February 2015 with an all new feline championship match.

Over at movie channel, we grew its audience delivery in first quarter with a 50% increase (inaudible) and 60% in primetime over the same period last year. It also deliberate the network delivered significant 41% increase in totally household and 32% in primetime. Over movie channels original movie, My Gal Sunday premiered in January 1.0 household rating.

On the distribution side of the business, Hallmark Channel’s Nielsen universe estimate is 86 million for March of 2014 a slight decrease of less than 1% from the same time period a year ago.

Hallmark Movie Channels universe estimated $53.5 million, an increase of $3.7 million homes on the same period last year placing it as the fourth largest year-to-year subscriber increase and the sixth largest percentage decrease almost all (inaudible) on those as supported cable networks despite the decline in Nielsen’s overall universe cable estimate.

From March 2013 to March 2014, Hallmark Movie channel average a monthly increase of 313 subscriber homes, a fourth largest of all with 114 major cable networks. We secured 30,000 new Hallmark Movie channel HD subscribers in more than 30 unique NCTC member systems over the year and DIRECTV launched Hallmark Movie Channel HD under Select here and they have 100,000 new subscribers while Time Warner Hallmark Movie Channel HD in three markets in Texas where previously was available previously only HD was available resulting in a 100,000 more unduplicated subscribers in the past month.

On the advertizing sale side of the business, the advertising market remained solid across cable and Crown Media Family Networks continues to create significant value for advertisers delivering high quality family-friendly programming and distributing unique in the marketplace. While we experienced some softness in ratings coming off of our traditional, a very successful holiday season we increased our rates in first quarter at the expense of volume.

Still adverting sales revenue grew from the quarter by 6% over first quarter 2013 deal by many first-hand advertisers and the healthcare category as well as returning business in the entertainment and automotive categories. Primer program including our second original scripted prime time series When Calls the Heart, fueled our success as both Hallmark Channel and Hallmark Movie channel saw growth in scattered CPMs above upfront with Hallmark Channel registering the 33% increase over upfront and Hallmark Movie Channel up 30% over the last year upfront.

However, we highlight in second quarter, including our next original script series in primetime series, so it’s (inaudible) as well as our countdown to Mother's Day and countdown to Father's Day events are already attracting attention from advertisers. Currently the Family Network is delivering a strong message for the 2014/ 2015 upfront and we are extremely and this is extremely well received by the advertising community.

We are confident that advertiser interest will continue to increase as we further enhance our partnering line up by the addition of more originally scripted content series a reinforcement of our leadership position during the peak holiday season and the extension of our countdown strategy to food other holidays including Valentine's day, Mother's Day, and more.

Additionally, we are creating more opportunities for advertisers with the re-brand of Hallmark Movie Channel into Hallmark Movie industries. At this time, I would like to turn this over to Andy to review the financial results.

Andrew Rooke

Thank you, Bill. As Bill just mentioned total revenue increased 6% quarter-over-quarter. Advertising revenue from Hallmark Movie Channel grew 30% driving an overall increase in advertising revenue of 6% to just over $69 million from $65 million in the first quarter of 2013.

The subscriber fee revenue increased modestly quarter-over-quarter due to contractual rate increases. Programming costs increased $8.5 million or 27% during the quarter as we increased the volume of original premieres on Hallmark Channel and amortized 100% of the costs of our second original scripted series When Calls the Hearts and the Kitten Bowl Special. Cash spend on the programming increased to more modest 7% consistent with our revenue growth.

Selling, general and administrative expense increased 7% to $16.5 million for the first quarter of 2014 due to the increases in employee cost from workforce and salary growth contingent compensation related to sales commissions and our long-term incentive plans and one of severance expense as well as modest increases in amortization and depreciation.

Interest expense decreased $1 million for the first quarter of 2014 as compared to the same period of 2013 due to the decline in the outstanding balance on our term loan. Interest expense on the term loan was just short of $2 million during first quarter of 2014 as compared to almost $3 million during first quarter of 2013.

Our provisions for income tax of $8.5 million and 7 million for the quarter ended March 31st 2013 and 2014 reflect effective tax rate of 37% for both periods. We have not and do not expect to make any substantial cash payments for income taxes in 2014, utilizing available NOLs to offset on Federal tax liability.

Despite the growth in revenue, the timing of the amortization of our original scripted series has resulted in a 16% decrease in our adjusted EBITDA to $31.3 million and a decrease in our operating margin from the quarter at 34% from 42% over the same period last year. Cash flow provided by operating activities however increased by more than $10 million to $4.5 million from cash flow used in operating activities of $6 million a year earlier. This increase is largely due to $15 million increase in collections stemming from success of our advertising sales in fourth quarter of 2013.

During the first quarter of 2014, we used $25 million to reduce the principal balance under our term loan to $129.5 million. This reduction in debt has reduced our leverage ratio to 2.8 times adjusted EBITDA as of March 31st, 2014 compared to 2.9 times at December 31st, 2013.

While the advertising marketplace and the upfront market will have a significant impact on our overall results, we look forward to continued growth in 2014. We expect to continue investing in programming and marketing throughout the rest of the year driving revenue and earnings growth and are pleased to reaffirm our previous guidance of mid single digit increases in both revenue and the adjusted EBITDA for the full year 2014. And with that I will pass it back to Bill.

William J. Abbott

Thank you Andy. The combination of productive first quarter behind us and some extremely exciting prospects on the horizon, we are well positioned to capitalize on the many strategies we have employees to build our business throughout the rest of the year and also the future. At this point I will turn this procedure over to the operator to assist us with the question-and-answer portion of the call.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from the line of Michael Pace with JPMorgan. Your line is now open pleas proceed with your question.

Michael Pace – JPMorgan

Thanks. A couple of questions for both of you I guess but maybe start with Bill. I apologize I had to jump off temporarily, Bill did you mentioned, thought hurt you mentioned how scatter is doing versus the upfront last year, did you also mentioned how scatter pricing is doing versus scatter pricing currently, again versus last year and then you mentioned that your extremely pleased with conversations that you're having right now with the ’14 and ’15 upfront season. I guess is that message all about your original content that you are doing and I guess any insight into what you are thinking about pricing would be helpful.

William J. Abbott

Sure. To start with scatter up, significantly not only over a (inaudible) scatter I think our pricing is mid teens on a comparative basis on year on year and that does tell us nicely if you have a second question which is around which is around content certainly have a such a strong success level with our original scripted series has led to an increase in not only activity but in value that were able to gain and increase advertiser appetite for our original content. So those things certainly work together and in tandem and overall that makes us very excited about the prospects that we are at this approach where we will look to continue to push our value and the proposition we offer as really one of the being family-friendly outlast that has probably original programming on a full distributive basis. In terms of the overall upfront, you look at the economy is I think certainly the advertising economy is very-very strong. The cable marketplace continues to be I think solid with advertisers continuing recognizing the cable TV is still one of the best places, if not the place to support the advertiser sales that is completely in the foreseeable future so you can combine a better economy with the value proposition that cable is I think that the overall marketplace would be very strong.

Michael Pace – JPMorgan

Great and then For Andy, moving parts between programming on the P&L and the cash flow statement, I'm wondering if you can just help us understand the accounting there and I apologize, I haven't watched When Calls the Heart so is that show continuing our did that indoors adjust that you have to really pay for it up front and take its amortized over time, I understand obviously the Kitten Bowl is a one-time events so if you can explain the accounting there that would be helpful.

Andrew Rooke

Absolutely Mike. Our cash expenditure, I think as I mentioned during prepared remarks was actually up about 7% and that took it to almost $60 million which certainly that growth is in line with our revenue gains. However, when you consistent with our long-term strategy of increasing library of original programming and particularly the expansion into original series we had more original content in first quarter 2014 when we have in prior years, particularly as we got to the original series When Calls the Heart and at this time without library of originally produced scripted series, in contrast of library of original movies that we have built up, and without any long-term value including exploitation in the secondary markets, we have continue to expense the full cost of our rights in the original scripted series over the first exhibition.

Michael Pace – JPMorgan

Understood. And then one final question I guess with leverage now below three times, an update on where you see the balance sheet going and given the less than three times I am wondering, do you ever consider going to an all bank debt capital structure over time. Thank you.

Andrew Rooke

Sure I mean debt reduction as you can see continues to be a priority for the use of our free cash flow and I would anticipate that our leverage will continue to decrease in the short term as revenue and EBITDA increases. As far as refinancing those notes, we continue to monitor the marketplace and investigate opportunities to refinance that debt. Obviously we'd be remiss not to include in that evaluation and all bank scenario but at this point, we have nothing to announce or discuss and we continue to research and may pursue future transactions that will in our opinion in the long run reduce our long-term cost of capital.

Michael Pace – JPMorgan

Thank you.

Operator

Thank you. [Operator Instructions] and we have a question from the line of Peter Okin with Stifel. Your line is now open. Please proceed with your question.

Peter Okins - Stifel

Yes, I hope you guys won’t coming off like you do every other quarter but my question really goes to the majority ownership and has there been any update on what they plan to do with this company that acts like a private company but is actually traded and as a public company for the minority shareholders benefit?

Andrew Rooke

Hallmark card is indicated as you are aware in its most recent schedule 13 D filing, filed last year that it continues to keep all options open and we have no information outside of what is been disclosed in that filing.

Peter - Stifel Nicolaus

Is it not little old, I mean that’s like almost a year old that filing. So the people have run this company, glad that you guys are doing good job, your liabilities is decreasing you are now making money, revenues are growing but no one really as an investor has that take interest in such a small cap stock and with a majority owning 80% of this company there is really no real buyers to the stock. So people have got caught, diluted, and they have taken advantage of years ago when they did this financing but again really handicapped myself and other minority of shareholders, eventually they get the share value to the this company has to just sit here quarter after quarter, year after year and obviously our money is being hijacked to get our share value and I don't understand how-- usually when you come down on a call, the CEO have more specifics about what they plan to do and the ownership to this company hides behind filing from a year ago, I mean they call the shots. So I mean you guys can't give orders with this company as shareholders? Any insight into the plan here? We just have to wait and get (inaudible)to the quarter after quarter? Would you guys invest in the companies like that at this point?

Charles L. Stanford

Peter this is Charles Standford. Well listen

Peter - Stifel Nicolaus

Very frustrating situation, Charlie so go ahead let me hear what you have to say.

Charles L. Stanford

The truth of the matter is we use (inaudible)about the plans of the company, the direction of the company for the sake of the plans (inaudible) so forth but we can see through, we can't see for our investors. Hallmark is the privately held company that has been (inaudible)by keeping their plans (inaudible)best and that’s just the way they (inaudible)they have no obligation to the (inaudible)are going to do their best anymore than you do. So we respect that and if they had anything to say they would (inaudible)they would make filing. So far there hasn’t been and I don't know why that (inaudible)

Peter - Stifel Nicolaus

Thank you Charles.

Operator

[Operator Instructions] Our next question comes from the line of James C. Goss with Barrington . Your line is now open. Please proceed with your question.

James C. Goss - Barrington Research

Hi. I hope this has been covered, I haven't (inaudible)getting on to the comp. I have been curious how the consolidation announced so far and potentially in the video distribution industry cable et cetera is impacting your business model potential? This is I hope heard how exactly do you think the dynamics change specially in terms of the fact that if you talked about not really getting much on the way of affiliate fees, early on it's challenge (inaudible) to even get under some of the systems and now you have proven yourself little bit more with some of your programming it seems like there is a lot of dynamics going on I wonder how those are going to work out for you?

Charles L. Stanford

We can predict the future and what (inaudible) cable look like but what we can control I think we have (inaudible)job of controlling is our own content own product (inaudible) coming to original content that has clearly resonated with (inaudible) across the country (inaudible)delivered higher rate and higher volume to the advertising side. Then all that creates a great value proposition that we are ready to take it to our content across whatever platforms viewers want to watch them on or watch the contents on. So we are well prepared I think for future given the fact that we have made the best of original content at the present date and whatever platform that is at the end of the day we are prepared to have a business model that we can monetize our content on.

James C. Goss - Barrington Research

Are you any better worse in terms of trying to get affiliate fees and a combination of Time Warner cable, Viacom and throwing the where Time Warner and comcast with charter getting some of the cable systems does that strengthen your position or seriously like that that much greater challenge?

Charles L. Stanford

Hey you know I think it's relatively new show, we have very good relationships with Time Warner and with Comcast and on the other day, they have a high appetite for our content that’s not like when you change in the foreseeable future given that their all customers (inaudible)

James C. Goss - Barrington Research

Do you have any over-the-top (inaudible) deal that are underway with Amazon or Netflix or any of those or some of those under discussion, do you have library content to make that maximum?

Charles L. Stanford

Well we have quite good of library content that's one of the reason we keep a well positioned for the future of television. We talked to Amazon, we talked to Netflix, we do have some of our content on those platform. You can accept more in the future. Over-the-top it's hard to know how (inaudible) their indications with all of this, MPVD is going to be revolving over-the-top market so as the market involve, we will have, we are very optimistic about our role in those new technologies because we do have quite a bit of content that we (inaudible) last few years and I have the rights to display in any way we want.

James C. Goss - Barrington Research

Alright. Thank you.

Operator

Our next question comes from the line of Brian Courville with ANA Capital. Your line is now open.

Brian Courville – ANA Capital

Yes. Hi. Good morning. I just wanted to follow-up on a question earlier and my specific question would have nothing to do with Hallmark intentions but rather the company's standpoint and shareholders, minority shareholders. Can you just outline the process or the protection in place for older shareholders to the extent that they have attempted something like short form (inaudible) how would that process work to ensure that minority shareholders were treated barely and receive fair value for their shares? I mean is there a special committee that exists or what is the process from that standpoint just in the event that happen I think people think that would be the concern for holders I don't think anybody, everybody understand there are minorities here but just that being treated fairly I would like to know how that would work? So if you can comment, that would be helpful.

Charles L. Stanford

The Hallmark stability itself, back at the company is still (inaudible) filings but basically they can't, still can’t sale shares a majority of the shares that the company accepts in a transaction approved by special committee of board comprises of independent directors or through transaction that allows all non-Hallmark and receive the per-share price that is equal to the highest price Hallmark it gives. So there is that procedure in place. And I would think that Hallmark interest would be in most ways aligned with the other shareholders because they do it with interest in maximizing their investment in the company and that’s got – benefit of all the shareholders.

Brian Courville – ANA Capital

Okay. So from the standpoint of this phase attempted to squeeze out and award this stuff. I mean, I guess you are suggesting that that’s -- that’s run off really what’s being contemplated, but --

William J. Abbott

Well (inaudible) I just want to emphasize we don’t know what Hallmarks’ plans are and we can’t speak for them. Whether they've been -- they are very -- they keep their cards very close to their vest and we just don’t know.

Brian Courville – ANA Capital

Okay, and that’s fair. They just -- they are above 90% so one option and what existed in as a short form – and so basically do own a 100% but cease to be a public company. So from a minority shareholder what ensures that we get fair value and that’s I guess I just don’t understand the processes of the overall company.

William J. Abbott

I can’t – I can’t discuss it here but it is sold on SEC filing so I would freeze those.

Brian Courville – Ana Capital

Okay. Alright, thank you.

Operator

(Operator Instructions). The next question comes from the line of Lawrence Stern with Stern Capital.com. Your line is now open, please proceed with your question.

Lawrence M. Stern – Stern Capital

Thank you, good morning. I guess the question is Bill you were happy to comment on some of these small additions in terms of additional subscribers. Can you talk about the AT&T (inaudible) situation which is 3 million plus subscribers that’s been in the dark since September 2010? And then I have a couple of --

William J. Abbott

Yes, we continue that conversations that we feel are confident with viewers. Certainly I didn’t feel like everything we are doing in terms of creating into a very-very strong family high quality platforms that have a lot original content that are very unique in the first you – and will ultimately allow us to get a deal done. We hear consistently that we’re the most requested services from the users. So we’re optimistic about resolution there (inaudible).

Lawrence M. Stern – Stern Capital

Andy, a question for you, now that total leverage was at 2.8x and based upon the fact that management doesn’t stick with Crown there is a possibility for the company to buy back shares in addition to pay down debt simultaneously?

Andrew Rooke

We continue to look at all opportunities for the use of that free cash flow Lawrence and they are --

Lawrence M. Stern - Stern Capital

Company currently concluded – since the company currently precluded from initiating a share buyback today I think it’s based upon your representations and those of Mr. Stanford, management does not speak with the majority owner.

Andrew Rooke

Sorry, I don’t recall anybody saying that we didn’t speak to the majority owner, Lawrence, just the --

Lawrence M. Stern - Stern Capital

You don’t speak with the majority owner about the plan for the business, one; two, the company’s standstill agreement expired on the 31st of December last year. We’re now four months after the date. Now, I’m asking the question, can the company buy back shares in the public market today instead of bringing down debt, that’s now 2.8 times?

William J. Abbott

Sure, there would be some hurdles that we have to get over in our bank covenants and aside from that we do have the ability to buy back shares.

Lawrence M. Stern - Stern Capital

Okay. And if we’re talking about long-term value creation, I guess I’m confused, therefore thinking about this business remaining public for the next 10 years and you can save $20 million per year by refinancing your 10.5% coupon debt down at 5%. How can that be beneficial for all the long-term owners, the $20 million per year for the next 10 years? Can you at least provide some insight on the thinking behind that inability to refinance the 10.5% coupon debt because today the 10-year bonds hit 2.59%? Thank you.

William J. Abbott

Lawrence, we continue to monitor the marketplace and investigate any such opportunities. If you want to loan the company that type of cash at 5%, we can certainly have a conversation. That said, at this point we have got nothing to talk about but we’ll continue --

Lawrence M. Stern – Stern Capital

But how (inaudible) market in the 5% to 6% range. And for a company that’s going to do $170+ million of EBIDTA, who’s levered at less than three times today, I don’t quite understand the thinking and the reluctance to free up $15+ million per year over the next 10 years before thinking about all the interest – the best interest of all the owners of Crown Media as opposed to the exclusive interest of the 90% majority owners. Thank you.

William J. Abbott

Appreciate your thoughts Lawrence. Thank you.

Operator

(Operator Instructions). And pardon me, I’m not showing any further questions in the queue. I’d like to turn the call back over to the speakers for any closing remarks.

William J. Abbott

Thank you for today. We’re looking forward to a very active second quarter with some great quality content and strong ratings and looking forward to reporting those earnings in July of this year. Thank you.

Operator

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program, so you may all disconnect.

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