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SFX Entertainment, Inc. (NASDAQ:SFXE)

Q1 2014 Earnings Conference Call

May 15, 2014 10:00 AM ET

Executives

Joe Jaffoni – IR

Robert Sillerman – Chairman and CEO

Richard Rosenstein – CFO and EVP, Corporate Strategy and Development

Joseph Rascoff – COO

Howard Tytel – General Counsel

Analysts

Rich Tullo – Albert Fried & Co

Robert Schiff - UBS

Brian Pitz – Jefferies

Kevin Lee - Stifel Nicolaus

Operator

Greetings and welcome to SFX Entertainment 2014 First Quarter Conference Call. At this time all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder this conference is being recorded. I will now like to turn the conference over to Joe Jaffoni, Investor Relations. Please go ahead, sir.

Joe Jaffoni

Thank you, operator, and good morning, everyone. In a moment SFX Chairman and CEO, Robert F.X. Sillerman and CFO, Rich Rosenstein as well as other members of senior management will review recent operating and financial developments. We’ll get to management’s presentation and comments momentarily as well as your questions and answers. But first I’ll review the Safe Harbor disclosure.

This morning SFX issued a press release announcing its first quarter financial results for the period ended March 31, 2014. The release is available in the Investor Relations section of the company’s website at sfxii.com. Before we get started, I’d like to remind everyone that this call is being recorded and a webcast replay will be available for 90 days, the details of which are included in our press release this morning.

During our call we may make certain forward-looking statements about the company’s performance. Such forward-looking statements are not guarantees of future performance and therefore one should not place undue reliance upon them. Forward-looking statements are also subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed. For additional information concerning factors that could cause actual results to differ from those discussed in our forward-looking statements, you should refer to the cautionary statements contained in our press release, as well as the risk factors contained in the company’s filings with the Securities and Exchange Commission.

Also during today’s call the company may discuss non-GAAP financial measures as defined by SEC regulation G. The GAAP financial measures most directly comparable to each non-GAAP financial measure discussed and the reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure can be found on the company’s website at www.sfxii.com by selecting the press release regarding the company’s 2014 first quarter financial results.

With that I’d like to turn the call over to Bob. Bob?

Robert Sillerman

Thank you, Joe. It is indeed a pleasure to be back addressing all of you in this what I think is the demonstrable and most determinant quarter in the company’s evolution.

We began this company under two years ago. We’ve completed almost 25 acquisitions, we spent well over $500 million, we span six continents, and we have invested a tremendous amount of time and money not only in figuring out that which we own but much more [thankfully] [ph] ways to make what we [own] [ph] better and the best possible way to activate this audience to brand partners while remaining authentic to our fans.

Some statistics that are not included in the release, that you should note and the numbers are genuinely outstanding.

For instance, our audience growth visually month-over-month is 39%. We now have over 3 billion impressions per month on Facebook, and almost 5 billion on Twitter. The active engaged audience which so far we have done nothing to monetize directly has grown to over 30 million, up from 25 million in the [previous] [ph] quarter. This growth along with the almost 50% growth in number of festivals that will take place this year are the reasons that I am as confident as ever in [that] [ph] which we’ve established.

In the quarter versus last year, we authorized an investment in people to develop this platform that perhaps and more aggressive accounting stats might have sought to capitalize that but you’ll notice a very significant increase in “corporate overhead”; Rich will quantify that for you and [natural development mark] [ph].

In the quarter, we also invoiced and [inaudible] payment on approximately $10 million of marketing partnerships, none of which – none of which we’ve chosen to include in either revenue or pro forma EBITDA. We’ve taken this ultraconservative approach because for instance the first visible output of this for Clear Channel Radio Show or Corona Sunset, which will be in June and July. I do suspect that that revenue along with revenue from the four other revolutionary partners as we call them will begin to add in the second quarter.

The excitement that we’re feeling is tampered by the following. For reasons that I bear full responsibility for, I did something that I have never done in any of the nine other public companies I founded for their many quarters of work. And that is, I let our reporting strategy be dictated by people who want us to fail. And as I said at the Jefferies conference, that was a terrible mistake and I will not do that again. The marketing partnerships as you’re beginning to see are both more complicated but more [expansive] [ph] than we imagined. And just as, for instance, the Corona program where we signed the initial agreement in December, and where we even invoiced and been paid money already we have chosen, I believe correctly, not to include that revenue now because to do so would require us making an estimate of potential future expenses if any against that, and I’m not an [inaudible] we’re going to [report] [ph] facts and only facts, and the facts we would [report] [ph] will be growth in events, growth in attendance, growth in per capita expenditure, substantial investments from people like T-Mobile, the Syco deal, the Corona deal, the Clear Channel deal, and the others, and we’ll be as specific and [report it] [ph] when we know the facts definitively and when the best possible reason for presenting that information exists, it will not be stock market driven.

The best example I can give you is we know a lot about the Ultimate DJ Contest, and we could spend a lot of time telling you about the excitement of that. But the most important thing for all of us is that it’s successful. For it to be successful, the fans and the participants must, must know that it’s about them. So when we take the cover off that, it will be in a manner that indeed benefits all of us. They’re going to experience the beginning of exposure to the wonderful things that we’ve accomplished live, and in the platform when we report the second quarter. They will really see it when we report the third quarter. And as you read, the specifics of what we report you’ll understand that the numbers – the engagement numbers digitally that we’ve reported, in fact, are the foundation for a cultural and generational revolution that we are at the forefront of. The people on the ground have done an extraordinary job and as we approach the specifics of rolling these out, I believe you’ll be as excited as we are and will understand why it makes sense not to rush reporting invoice and money received for marketing partnerships that are only partially paid.

With that, I will turn it over to Rich, and ask him to give you an overview of the specifics. And then Rich and I – and Joe Rascoff, Tim Crowhurst with I and Rich will all answer your very specific questions as we can about every aspect of the business. Rich?

Operator

Mr. Rosenstein, please go ahead.

Richard Rosenstein

Thank you, Bob. As Bob said, we continue to be quite busy here at SFX. Since we spoke with you in late March, we’ve closed a number of additional deals and announced new marketing partnerships with Syco, Simon Cowell’s production company, and T-Mobile.

Specifically we closed on the acquisitions of React Presents, a Chicago based EMC promoter and festival operator; Flavorus, a US based ticketing company with a strong social marketing capability and a focus on EMC; Teamwork, a leading artist management business; Perryscope, a merchandising company; and a few other additions to our marketing and platform efforts. While we present today the financial results of SFX, I would again point out that while we’ve closed on the vast majority of our businesses towards the end of last year, we’ve also closed a few more since the beginning of this year. For this reason, we also present our results on a pro forma basis as if these companies were included from the beginning of the year.

In terms of comparisons with the prior year, I would remind everyone that the operations we had in place in the first quarter of 2013 were just those of two small acquisitions made in 2012, the formation of our North American joint venture with ID&T at the beginning of 2013, and the closing of the Beatport acquisition in mid-March of last year. For this reason comparisons of reported results on a year-over-year basis were not terribly meaningful.

On a reported basis, first quarter revenues were $33.3 million and the consolidated net loss was $63.5 million, that includes $10.1 million of non-cash stock-based compensation and a number of non-recurring items including the extinguishment of debt. Including the impact of closed acquisitions, principally B2S, Rock in Rio, and React, first quarter revenues would have been $38.1 million on a pro forma basis. As Bob mentioned, we have not yet recognized revenue for marketing partners in our reported revenue but will do so as we execute and expenses were quantified so we can most accurately report the EBITDA from those relationships.

When we adjust for a number of onetime items which were principally transaction costs and severance cost related to acquisition integrations, pro forma EBITDA for the quarter would have been a loss of $11.9 million. There was a little over $1 million in severance cost as we continue to identify cost savings and the balance of the adjustments to EBITDA were mostly transaction related costs. Pro forma Adjusted EBITDA also includes our proportionate share of loss from Rock in Rio which had no events in the quarter. Comparisons with the prior year were not terribly meaningful given the expansion in corporate overhead and significant investment in platform and marketing. Some of this was geared toward specific marketing partner initiatives for which we have not yet recognized revenue. These factors plus the seasonally slow nature of the quarter led to the pro forma EBITDA loss.

To put this in perspective, as Bob mentioned, we’ve added considerable overhead in development expense of about $5 million or so during the quarter which was a drag in our results versus the prior year. Overall the results reported to date represent the foundational work and expenses but not the revenue and benefit to be had from everything we’ve invested in and established.

Pro forma attendance in the quarter more than doubled to 175,000 as we expanded from four to nine festivals compared with the first quarter of 2013. Now on a same store basis of our four festivals that were repeats, attendance grew by 9% while revenue grows 10%. Overall we sold out 95% of our available festival capacity in the quarter. We will look to continue to grow these festivals in the coming years. We also continue to emphasize festivals and large events and reduce our exposure to smaller events. As a result, our event attendance declined 28% to more than 260,000. Some of the events represented tours we had done last year that will be replaced with tours later this year.

We remain excited about our upcoming festival schedule with the bulk of activity coming in the third and to a lesser extent fourth quarters. We realize that modeling the company since the IPO has been difficult, and in today’s earnings release we included a schedule of planned festivals by quarter. Some of our larger upcoming festivals include Spring Awakening in June, Mysteryland USA, Tomorrowland, Defqon.1, Nature One, Decibel, Mysteryland in The Netherlands, and TomorrowWorld outside of Atlanta, among others. We also plan to provide run rate metrics in future periods as we begin to recognize marketing partner revenue.

In terms of margin expansion, we’re seeing the benefits of the cost cuts we’ve put in place and continue to identify efficiencies. Our efforts to improve live event margins are expected to be seen in the third and fourth quarters when our activity will be greater. Margins in the platform will be driven by the nature of each marketing partner arrangement but our expectations about marketing partner margin potential remain the same. As Bob has said, these fields are complicated and involved, our primary focus is on delivering world-class engagement to our partners and audiences with an eye towards creating long-term shareholder value. Importantly, every one of the deals we have struck thus far offer the potential for considerable growth over time. For example, while we were thrilled to announce T-Mobile as our partner in Ultimate DJ with Syco a few weeks ago, we’ve already begun to find additional ways to work with T-Mobile across the rest of our platform.

Last, I would like to comment on M&A. As Bob indicated at a recent investor conference, much of our foundation and platform is now well in place and we have seen considerable demand from consumers to bring our great events into new geographies. Marketing partners also recognize the power of our platform today. As a result, continued M&A activity will likely be much more opportunistic and the pace of activity will likely be much reduced from where it has been as we focus on executing on the exciting slate of near-term events and marketing partnerships.

Before I turn it over to Bob for some closing remarks, I’d like to remind you that joining Bob and me on the call today are our colleagues Joe Rascoff and Tim Crowhurst. The four of us will be happy to take your questions. Bob?

Robert Sillerman

Thank you, Joe – Rich. I want to do a little math for you. As Rich pointed out, the investment [as fueled] by the increased growth in overhead and the loss attributable to Rock in Rio, which was not contemplated when the original estimates were created, Rock in Rio was seasonal and obviously has no revenue now but expenses. And the approximate $10 million of invoiced marketing partnerships would actually have put us in a position where we would have exceeded the analyst estimates for pro forma EBITDA. We’re not – as I said, going to play that game anymore; we’re going to focus on growth and long-term stability. But long-term in this company is a very compressed timeframe. For instance, we announced the deal with Syco and T-Mobile, I guess about two or three weeks ago. Today we indicated in the release that T-Mobile has substantially expanded their relationship with us, in fact, they are happen to be with us in New York, and have been for the last several days grasping the program for 2014 and 2015. I’m not going to quantify that for you until we have a very specific number. But it’s validation that what we’re doing works, and the partnership are just the beginning. When we announce incremental deals we will do so when we can give you a specific number that will not be long in the offing, as indicated that second and third quarters are critical for us.

One other thing I want to clarify that a Form 4 was filed yesterday indicating that I turned over about 900,000 shares that I was holding as a nominee for non-employees of the company when the lock-up period ended. I am the opposite of a seller of equity on this company, the very opposite of a seller in this company. And although there may be unaffiliated individuals and there are a few others whom I hold nominee agreements for that may be released from their lock-ups, none, zero, nada will be shares of mine. I am an owner of these shares and would like to be an owner of more shares at some point.

So with that as a broad overview, please ask as specific and as pointed questions as you like to any of us, and as you know, Joe is principally responsible for the live platform, the live events, Tim for the platform, but any of the four of us will answer any of your questions. Operator?

Question-and-Answer Session

Operator

(Operator Instructions) The first question comes from the line of Rich Tullo from Albert Fried & Co. Please go ahead.

Rich Tullo – Albert Fried & Co

Hey guys, two questions. Where were service – where were merchandize sales during the quarter?

Richard Rosenstein

On a per cap basis, it was a little less than $1.

Joseph Rascoff

This is Joe. Yes, you will notice that one of our more recent acquisitions or most recent acquisitions frankly is Perryscope, our merchandise solution. So, we recognize that there is a wealth of opportunity in merchandise, which is why we acquired Perryscope, perhaps the most experienced merchandise company in this space, and we look forward to expanding the revenue per cap of our merchandise business, so empirically for the first quarter, it was around $1 ahead.

Rich Tullo – Albert Fried & Co

Okay.

Joseph Rascoff

So what is the goal per cap merchandise, I’m going to explain that. The goal for per cap merchandise, it is high as possible. Merchandise per caps in the music business have generally exceeded $10 ahead, and certainly that’s an aspirational benchmark, but I’d rather speak in terms of inspiration and not aspiration, so we will take this one step at a time.

Rich Tullo – Albert Fried & Co

How does the second quarter festival dates that you have listed here, it is roughly 76 compared to 2013, and how does second quarter event dates, which are not listed, compare to 2013?

Joseph Rascoff

Well firstly, the 76 festivals is not second quarter.

Rich Tullo – Albert Fried & Co

I mean for the year?

Joseph Rascoff

Exactly, in the second quarter, we expect 15 festivals of which 6 will be in North America and 9 will be outside of North America. You have a schedule of 46 date-specific events in appendix for the press release. These represent 14 dates which have already been completed through this week, and 32 dates that have been announced and are on-sale going right through December. So, we have another 30 dates that are on the docket that have not yet been announced, that are not yet on sale, and so we have not enumerated those days.

Rich Tullo – Albert Fried & Co

Okay. But how does this compare year-on-year?

Joseph Rascoff

Well, for 2013, we did four festival pro forma in first quarter as opposed to 9 this year. In total events, we did 196 first quarter in 2013 and a total of 188 in the first quarter of 2014. This is reflective of our policy of cutting back on the number of non-festival dates and increasing the number of festivals. We are – we have made it a consorted effort to cut back on smaller events, which have lower margins and are not profitable, and so we have a reduction on an overall basis of the number of events from 196 to 188, and a corresponding reduction in attendance.

Rich Tullo – Albert Fried & Co

Alright. But the overall goal, I would assume, is to get the revenue per attendee up thereby putting you in a better place this time next year?

Joseph Rascoff

That’s right.

Rich Tullo – Albert Fried & Co

Okay. And then – that’s just for me on questions, thank you very much.

Operator

Thank you. The next question…

Joseph Rascoff

Rich, just one more thing. I realize it wasn’t responsive to your entire question. In 2013, we did 54 festivals pro forma, and in 2014 we’re doing 76.

Rich Tullo – Albert Fried & Co

54 versus 76.

Joseph Rascoff

Correct.

Rich Tullo – Albert Fried & Co

And is there any differential in capacity? I mean, because it sounds like you are wanting to do bigger events across the Board, right, whether it’s an event or festival, ultimately you may not be interested in an 8,000 persons festival versus 16,000 person festival if you are making the investment – is that kind of correct to assume?

Joseph Rascoff

Well, directionally it’s correct. We don’t have any 8,000 seat (multiple speakers)festivals are more considerably larger than that, but the Tomorrowland is a good example, Tomorrowland was a festival in 2013, which was over one weekend -- three days over one weekend. For 2014, it’s being expanded to two weekends, six days. That still counts as one festival in both 2013 and 2014, but obviously gives rise to a greatly expanded capacity and attendance.

Rich Tullo – Albert Fried & Co

Fair enough, thank you. That’s actually what I wanted to hear. Thank you. I appreciate it.

Joseph Rascoff

Sure.

Operator

Thank you. The next question comes from the line of Robert Schiff with UBS. Please go ahead.

Robert Schiff - UBS

Hello, I just was wondering if anybody could comment on the lawsuit that was filed a few months ago.

Robert Sillerman

As we said – it’s Bob, as we’ve said at that time, we don’t believe that there is any [merit] (ph) doing, and then the company has any exposure that it’s an unfortunate reality of our position.

Robert Schiff - UBS

Okay, thank you.

Operator

Thank you. The next question comes from line of Brian Pitz with Jefferies. Please go ahead.

Brian Pitz – Jefferies

Great, thanks. You mentioned five marketing partners in place, does this mean you signed an additional new partner during the quarter. I think last quarter, you said four deals would deliver about $40 million of sponsorship EBITDA, how does this change with five partners in place? And again, can you clarify exactly who those partners are? The list that we have is AB InBev or Corona, Clear Channel, T-Mobile, Syco, and a new partner. Any clarity on that would be helpful, and then I will follow-up.

Robert Sillerman

Sure, the answer is, yes, we have, and there are incremental pointers that we’ve not yet named, and we’re waiting to name them until such time as we unveil them in the consumer facing announcement. The numbers that we refer to in the first quarter announcement and therefore an increase that the principal addition from that is one that we can discuss is T-Mobile with flesh on the bone to some extent on that, although– not with anything more than saying that. In addition to the Ultimate DJ participation and the amplification, there was today announced a substantial other initiative, and we also add to that slide. On your left, there are actually two others that will be unveiled, and because Rich and Joe are (inaudible) May they – don’t give them a date. All, I will say is that I don’t expect it to be on another quarterly call explaining that there are partnerships that have not been described, and in fact, we are considering an inter-quarter call to disclose much more granularity about all of the partnerships. Is that helpful, Brian?

Brian Pitz – Jefferies

Yes, very helpful. And just separately, maybe Rich looking at that, SG&A – it looks like those numbers came in well above our estimates. Could you give us a sense for whether those expenses are front loaded, ahead of the big summer festival season, or is this really the level of SG&A of the model – normalized going forward? Thanks.

Richard Rosenstein

Yes, as we said before, a significant chunk of that is development expenses and overhead expenses that we’ve been adding in support of – really our platform development, to a lesser extent to our large business, but it’s really for our platform business.

Brian Pitz – Jefferies

Got it. Thank you.

Richard Rosenstein

And it’s ongoing only and as much as it’s there in support of what’s expected to be significant rather than from – principally for marketing partnerships.

Brian Pitz – Jefferies

Great, thanks.

Operator

Thank you. The next question comes from the line of Al Tobaya from Cyrus [ph]. Please go ahead.

Unidentified Analyst

Yes, just a question Bob, I guess right after you mentioned that you were anything but a seller or the opposite of a seller, you mentioned– a specific question, so I was just wondering specifically, are you going to be put in – putting in place to plan and buy shares and can you give a rough idea of the size and is this something that you’re allowed to do given the fact that you are often in connection with the deals etcetera?

Robert Sillerman

I’m sitting here. I can’t walk out (inaudible). I think the best thing that we can say is that I am discussing a plan with the Board and speaking now as a shareholder, not as an Officer or Director, separating the two, I would love to own more of this company.

Unidentified Analyst

Okay. And from a procedural standpoint since the general counsel, is there – I assume that you would be able to do that if you went through a plan because you are negotiating the (inaudible) time would have to be done through a plan, but that couldn’t be done.

Robert Sillerman

I’m going to let Howard Tytel answer.

Unidentified Analyst

Thank you.

Howard Tytel

Bob is discussing a plan for two reasons; one is to deal with the access that he has, the inside information, and to be sure that whatever he does complies with security regulations, and the other is to deal with the issue of the impact that a significant purchase might have on liquidity in the stock, and I think that’s all that we should say at this point and there will be details as to any decision relatively quickly.

Unidentified Analyst

Thanks a lot.

Operator

Thank you. (Operator Instructions) The next question comes from the line of Ben Mogil with Stifel. Please go ahead.

Kevin Lee - Stifel Nicolaus

Hi, this is Kevin Lee for Ben Mogil. Thank you for taking the question. We’re just trying to get a better sense of how we should think about sponsorship going forward and modeling the numbers. So, you disclosed that you have about $10 million of revenue in the quarter that was not booked, but will kind of move into 2Q. When we think about that from a quarterly perspective, what percent of sponsorship revenue and EBITDA do you estimate that, call it 2Q and 3Q combined, comprises of the full year. Thank you.

Robert Sillerman

Kevin, first of all, like what I said, Q2 and Q3 – but the trap that I fell into previously was being specific where it’s unclear what the proper accounting treatment or impact of deals are. My knowledge and awareness is of the revenue and the budgets associated with marketing partnerships, and there is not one that we have negotiated, not one that is one year in duration, they are all asking for – and we now have agreed to do multi-year deals that makes the accounting therefore much more complicated as not only other program that extend, but allocation of expenses or not a single period. So, whereas we said we would be very specific, we cannot give you a number or percentage of EBITDA as a rule and never will be able to from a sponsorship because (inaudible) clear challenge, obviously, radio rates vary by quarter. Simple one to say that one couldn’t do that ratably, same thing which Corona – and that about 20% of that revolves around five previously announced live events, and those will all fall obviously concentrated in the third quarter.

The other stuff for all of them is going to be different (inaudible) I mean for instance, the Ultimate DJ show may be a first and second quarter event, whereas another program it can be ratable throughout the year. So my recommendation is that as we release the specifics about each deal, that we simply – that you spend a little time with Rich understanding the quarterly impact of each program and hopefully that will get you to a model points there. I do (inaudible) in anyway of concentrating [ph] on this, and the first specifics – and Joe sitting here (inaudible) we’re at the Rolling Stones tour and they were to play the final weekend in September, and Steve Richards fell out of a tree and we therefore postponed – not cancelled, but postponed the dates to the second week in October, they played the date. We made revenue and money from it (inaudible) the first quarter appeared in the fourth. We’re not going to be subject – first of all, we don’t have any featured potential impediment(inaudible)– we’re not going to be subject to that kind of variability, but each partnership is going to be very different based on time of the year.

Kevin Lee - Stifel Nicolaus

Thank you very much.

Robert Sillerman

Thank you.

Operator

Thank you. We will now turn the conference back over to Mr. Sillerman for closing remarks. Please go ahead.

Robert Sillerman

Thank you, everybody. And again, we’re focused completely and entirely on the same thing that you are. And we will be actively engaged with you over the next period, and look forward to discussing positive events as the weeks and months go on. Thank you.

Operator

Thank you, ladies and gentlemen. That does conclude the conference call for today. We thank you for your participation, and ask that you please disconnect your lines. Thank you, and have a good day.

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