Greetings and welcome to the National CineMedia, Inc. Q3 2020 Earnings Conference Call. Please note that this conference is being recorded. I will now turn the conference over to our host, Mr. Ted Watson, Senior Vice President of Finance. Thank you, sir. You may begin.

Thank you, Diego. Good afternoon, everyone. I am joined today by our CEO, Tom Lesinski. Before we get started, I would like to remind our listeners that this conference call contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements, including our discussion about the future impacts of COVID-19, other than statements of historical facts communicated during this conference call, may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. Important factors that can cause actual results to differ materially from the Company's expectations are disclosed in the risk factors contained in the Company's filings with the SEC. All forward-looking statements are expressly qualified in their entirety by such factors. Further, our discussion today includes some non-GAAP measures. In accordance with Regulation G, we have reconciled these amounts back to the closest GAAP basis measurement. These reconciliations can be found at the end of today's earnings release or on the Investor Relations page of our website at ncm.com. And now, I'll turn the call over to Tom.

Thank you, Ted, and good afternoon, everyone. Welcome to our third quarter earnings call. It continues to be a challenging time for the out-of-home entertainment and advertising businesses, our country, and the world. I would like to once again thank everyone for their ongoing support of NCM as we work hard to stay safe and help protect our loved ones, our colleagues, and our community. Today, I'll provide a high-level update on what we've continued to do in response to the ongoing challenges presented by the COVID-19 pandemic, theater closures, and the shifting movie release schedule. Ted will then provide details on how we're managing our expenses and overall liquidity to navigate these extraordinary times and to position the company to benefit when movie audiences return in larger numbers to our center partner theaters. And then we'll open up the line for questions. As we experienced this past quarter, unfortunately, we do not control the timing of our film releases or theater reopenings. While we had an initial positive step forward with the release of the film Tenet in early September, the first tent-pole film released after the start of the COVID-19 pandemic. When that film performed below expectations, studios shifted other big titles into 2021. When Tenet opened, some theaters had not yet reopened due to local or state mandates. Certain theaters also closed again after other films were delayed, including Regal theaters in the US and other countries. As of the date of this call, 53% of theaters within our network are open, many with restricted operating schedules. While we have limited control over some of the factors impacting the cinema business, we do have control over our spending levels as one of the leaders in the video advertising marketplace. This is where we continue to focus our efforts, including aggressively selling our advertising products and nurturing our many close client and agency relationships. Due in part to our efforts, there continues to be strong demand from several of our core advertisers including Amazon, Mars, Turner, Progressive, Ford, AT&T, and Heineken, who are all back up on the big screen for the opening of Tenet. In fact, we're in the unusual position where the limiting factor to our revenue is not advertiser demand; it's the impressions we're able to deliver, as that remains adversely impacted by state and local theater operating restrictions, COVID health concerns, and our reduced theatrical schedule. Despite the ongoing pandemic health-related concerns, we continue to receive very positive feedback from moviegoers on the improvements made to the moviegoing experience by our cinema partners and the steps they're taking to make the theater experience safe. We continue to survey our proprietary NCM Behind the Screens panel of movie fans, and 93% reported that they had a great first trip back to the local movie theater. They ranked their experience at the movies higher than any other out-of-home activity. Thanks to the exhibition industry's extensive cinema-safe theater safety and cleaning protocols, concerns about health are very limited. Going to the movies remains the number one out-of-home activity that people are most looking forward to. Recent cancer research indicated that consumers preferred cinema ads, in fact, over digital, TV, out-of-home, and print ads. Based on our own research on the success of box office returning to pre-COVID levels in places like China and Korea, where there's a significant new film product availability, we continue to believe that consumer demand for the theatrical experience remains strong, and audiences are poised to return as soon as new tent-pole movies are released and the vaccine becomes available broadly. Though the ongoing impact to revenue during Q2 and Q3 is quite challenging, it's important to note that NCM benefits from a very high merchant business model that features many expenses that are variable with the level of theaters operating and/or revenue generated. Our theater access fees, network affiliate payments, and platinum spot revenue share payments are all primarily driven by attendance, active screens, and revenue. These costs have been significantly reduced for periods that theaters were closed and will continue to be reduced for a period of time that attendance is lower than historical levels. This highly variable cost structure, along with significant overhead cost-cutting measures, has led us to continue to manage our expenditure levels and maintain a strong liquidity position. At the same time, we're positioned to quickly return to positive cash flow when theater attendance begins to normalize. As we previously discussed, beginning in March when the pandemic forced theater closures, we took immediate steps to preserve liquidity and cut our operating costs that impacted 100% of our workforce. We continue to aggressively compete in the advertising marketplace as the 2020-2021 upfront selling season began. In August, we began to bring our employees back in a phased approach to ramp up our network operations in preparation for theaters to reopen for Tenet. Since that time, cinema industry conditions have continued to remain fluid with shifting movie titles and theater closures. We are now re-implementing furloughs and temporary salary reductions for over 30% of our workforce, which on an annualized basis will save $8.1 million. In addition, we have undertaken a 20% reduction in force that will result in annual savings of approximately $11 million. Together these represent an impact of 50% of our pre-COVID workforce. As we continue to evaluate the short and medium-term needs of our business, our goal is to remain flexible so we do not permanently impair our business such that our longer-term plans cannot be reinitiated quickly, because external factors continue to evolve. We believe that these significantly lower cost levels and a relatively strong cash position that was augmented by an aggressive receivables collection effort will allow us to weather the impact of the COVID pandemic. NCM LLC currently has a cash balance of approximately $137.5 million and $7.5 million in receivable balance that should continue to build through the remainder of 2020 into 2021. We currently have a cash monthly burn rate of $11 million, including our debt service costs. This monthly burn is expected to continue through Q4 until revenue levels begin to pick up towards the end of the quarter and receivables on the new revenue start to get collected. Should all theaters close again, we can very quickly scale our monthly burn rate back to the past summer levels of $9 million to $9.5 million, leaving us with almost 15 months of liquidity. Ted will provide you with some sensitivity to think about liquidity runway in a few minutes. Despite the strong liquidity position and the fact that we are current in all of our debt obligations and expect to be for the foreseeable future due to the continued delay in the film release schedule and theater openings, we are discussing an extension of the amendment to our senior secured credit facility received in April that will see us through to a COVID-19 recovery. While we and our theater partners have been frustrated by the restrictions placed on their operations by various governmental bodies, there was a bit of positive news a couple of weeks ago as Governor Cuomo announced that movie theaters outside of New York City could open to a limited capacity of 25% or 50 people beginning October 23. That was an important announcement as New York and California represent an outsized impact on the exhibition industry, and one of the factors leading to the delay in the release of many films. We're hopeful that the New York opening will be a catalyst that will lead to the opening of LA County and New York City at a more normalized film release schedule to soon follow. With the cinemas allowed to reopen and film releases potentially starting to build at the end of Q4 into 2021, we have remained active in the 2021 upfront marketplaces to ensure that we have solid ad commitments against the expanding compression base. Despite the less-than-positive present cinema environment, I’m proud of the job our sales team has done keeping cinema NCM at the top of our clients' and agencies' minds. Clients remain enthusiastic about the many great upcoming films and unique advertising opportunities like our premium platinum and lifestyle inventory that we began to offer late last year. We are in active discussions with all of our incumbent partners about 2021, as well as a strong group of new advertisers. Given the persistent decline in TV ratings as viewership continues to migrate to streaming platforms, combined with the aging of the television audience, brands are desperate for places to find young consumers at scale, and cinema is a great way to fill that need. In fact, despite the severely limited impression base available currently on our network, in October, NCM had the fourth highest-rated among cable primetime for the demographic group of 18 to 49-year-olds in October. Major advertisers are also actively planning cinema for next year with so many titles shifting into 2021. This release schedule is every bit as promising as it was during the record box office years of 2018 and 2019, with major titles including Ghostbusters, the James Bond movie No Time to Die, Fast and Furious 9, Black Widow, Godzilla vs. Kong, Top Gun Maverick, Dune, The Eternals, the Aretha Franklin biopic Respect, Fantastic Beasts and Where to Find Them, Mission Impossible 7, Steven Spielberg's West Side Story, and of course, Matrix 4. It's also important to note that while tent-pole films are a critical driver of cinema attendance, many smaller films are continuing to open, and some are performing better than expected, because they're receiving more consumer attention and screen time. While our third-quarter national, regional, and local on-screen advertising was limited to the last three weeks of the quarter, we continue to benefit from our digital business. In particular, our local sales team successfully shifted on-screen commitments to our digital platforms during the period when theaters were closed. Our ability to continue to generate revenue from our digital businesses while theaters have been closed demonstrates our capability to leverage our unique first and second party data, inclusive of nearly 150 million datasets, and growing. This ability to deliver movie audiences to our brand partners allows their marketers to leverage and engage our valuable audiences even when theater audiences are more limited. The stronger digital offering positions us well as movie launches begin to return to theaters. We can provide marketers with an even stronger, unique bundle of on-screen and digital advertising products. The ability to sell digital while theaters have been closed highlights the benefits of our strategy to diversify our revenue streams. We continue to improve the quality of our home screen product and the efficiency of our on-screen and digital selling platforms as part of our five pillars of growth. Even in the current environment, we look to the future and it's imperative given all the new digital options available to marketers that we make our products easy to buy. To that point, we now sell digital inventory programmatically, and we will soon begin development on a solution to sell on-screen inventory programmatically after the expected launch of our new inventory management systems in Q1 of 2021. We've also begun to pursue opportunities to leverage partnerships across digital out-of-home and OTT, and we continue to explore out-of-home advertising corporate development opportunities that will leverage our high-quality salesforce and strengthen our unique bundle of on-screen and digital advertising products. With the expectation of our business recovering in 2021, our Board of Directors has kept the NCM dividend of $0.07 per share unchanged for the third quarter. The dividend will be paid in December 2020 to shareholders of record on November 16, 2020. The quarterly dividend will result in a current yield of 14.1% based on Friday's closing price of $1.99. Before the Q3 2020 dividend payment of $5.5 million, NCM Inc's balance sheet of $62.9 million will allow us to pay dividends for nearly three years, regardless of any cash being distributed to NCM, Inc, from NCM LLC. Due to the shift of many big movie titles into 2021 and 2022, movie release schedules are packed full of great content being enjoyed on the big screen. With movie production starting back up, those schedules should begin to fill in even more. Given the sales momentum we experienced earlier in the year and our recent sales activity, we're confident once theater operations normalize, cinema will continue to be an important part of brand marketing plans going forward. With cabin fever getting worse every day, we're confident that moviegoers will return to the cinema as new films are released. Cinema is one of the ultimate forms of escapism, with a long history of resilience, especially during tough times. While uncertainties related to the COVID-19 pandemic remain, we have positioned our company well and have good reason to be confident about NCM's future as we continue to effectively balance the two priorities of maintaining strong liquidity and executing on a sales and operating plan focused on staying connected with our existing clients and selling the marketing power of the big screen to even more brands. I would like to thank everyone on the NCM team for their continued commitment, support, hard work, and resilience. I'm especially thankful for the strength and support of our executive leadership team and our theater circuit partners as we manage the ups and downs of 2020 together. Thank you. And now I'll turn the call to Ted to discuss our financial picture in more detail.

Thanks, Tom. As Tom mentioned, while the impact of the COVID-19 pandemic on our business lasted longer than we had initially anticipated, our liquidity position remains strong, and we continue to actively participate in the advertising marketplace. With our network theaters closed for most of the third quarter, and in fact, 47% still closed, we only recorded $6 million of revenue in Q3. Given the significant impact of the COVID-19 pandemic on our business, an analysis of our revenue and adjusted OIBDA versus prior periods is not meaningful as the current results do not accurately represent our ongoing business. Therefore, I will focus most of my comments today on our current liquidity position, monthly cash flow burn rate, and related efforts to reduce monthly operating expenses and capital expenditures without negatively impacting the longer-term prospects of our business. Due to a lack of any meaningful in-theater advertising revenue, total Q3 adjusted OIBDA was a negative $11.2 million. The combination of our highly variable operating cost structure and our proactive overhead cost reductions allowed us to limit our adjusted OIBDA losses during a period where our network attendance was very low. In fact, during Q3, our average monthly pro forma cash burn rate was approximately $11 million per month. As theaters began to reopen in August in anticipation of Tenet, we began to bring essential employees back from furlough so that we could begin scheduling ads and distributing our movie advertising pre-show. Then when subsequent movie releases began to be further delayed into 2021 and theaters began to re-close, we decided to furlough additional personnel or, in some cases, reduce work schedules and salaries by up to 50%. These additional cost reduction measures have reduced our core operating expense in Q4 to approximately $5.3 million per month compared to our pre-COVID run rate of $9.5 million per month, which is a savings of 44%. When combined with our debt service obligations and nominal capital expenditures, we are averaging total cash outlays of approximately $11 million per month before the net benefit of any revenue. Our gross margins on revenue increase rapidly as revenue builds, and thus we estimate that operating cash flow breakeven after debt service occurs when our quarterly revenue reaches approximately 45% of 2019 levels. After a strong 2.5 months to start the year, our total 2020 nine months revenue was $74.7 million versus $297.6 million for the first nine months of 2019. Adjusted OIBDA decreased to a negative $9.5 million from $124 million in the first nine months of 2019. Again, this is all driven by changing industry conditions, including temporary theater closures in response to the COVID-19 pandemic. For the third quarter, we reported a GAAP loss per diluted share of $0.16 versus earnings per diluted share of $0.12 in Q3 2019. For the nine months of 2020, we reported a GAAP loss per diluted share of $0.39 compared to earnings per diluted share of $0.22 in the first nine months of 2019. Both earnings decreases were driven by the COVID-19 pandemic. For the first nine months of 2020, capital expenditures were $7.9 million versus $10.5 million spent in 2019 due to a halt of all non-essential capital spending. Total capital expenditures are now expected to be approximately $10.5 million in 2020. A significant part of our current capital spending relates to investment in our self-planning and inventory management platform that was in the testing phase when COVID-19 hit. This should allow us to launch the system in Q1 of 2021. We believe this inventory management system is a critical part of our plan to improve the quality of in-theater advertising products and increase the efficiency of inventory placement by reducing lead times and making it easier for advertisers to buy our products. We also expect to be able to reduce make-good liabilities and personnel costs. In fact, the implementation of this new system is expected to reduce our operating overhead by approximately $8 million per year from our historical run rate of a couple of years ago, and $1.2 million per year from our current run rate today that already reflects staffing reductions we have undertaken over the last 18 months. By continuing to invest in this initiative during the COVID-19 pandemic, we will accelerate the remaining expected cost savings into Q4 of 2020. In addition to the cost savings, we are anticipating revenue benefits as the buying and scheduling process becomes more integrated and seamless. In the third quarter and for the first nine months of 2020, we recorded $0 and $1.4 million respectively, of integration and other encumbered theater payments, primarily from AMC Carmike theaters, versus $5.6 million and $13.7 million, respectively last year. The AMC integration payments are based on what NCM could have earned had those theaters been part of our network. As a reminder, these integration and other encumbered theater payments are added to adjusted OIBDA for debt compliance and partnership cash distribution purposes that are not included in reported revenue and adjusted OIBDA, as they are recorded as a reduction to net intangible assets on the balance sheet. Moving to our balance sheet, our total debt, net of cash at NCM LLC at the end of Q3 2020, was $896 million versus $895 million at the end of Q3 2019. Our average interest rate on all debt was approximately 4.9% at the end of Q3 compared to 5.7% in Q3 2019, including our $265 million floating rate term loan, bank debt, and revolving credit facility that had a rate of approximately 3.6%. Excluding revolver balances, 70% of our total debt outstanding at the end of Q3 had a fixed interest rate. As mentioned on our earnings call last quarter, in anticipation of the impact of the pandemic and the related theater closures on trailing four-quarter covenant calculations, we obtained a senior bank facility waiver for our NCM LLC net senior secured and total bank debt leveraged covenants through the quarter ended July 1, 2021. The NCM LLC bank debt covenant waiver included a requirement to maintain a minimum liquidity of $55 million, including cash and availability under our revolver. Also during the waiver period, NCM LLC will be prohibited from distributing to the founding member theater circuits or NCM Inc any of its available cash as defined in the LLC operating agreement unless certain conditions are met. We are current on all our debt obligations and expect to remain so for the foreseeable future. We will continue to work with our bankers to ensure that we remain in compliance with our agreements. NCM LLC's current cash balance is $137.5 million plus $7.5 million on accounts receivable. Assuming our average $9 million to $9.5 million per month cash burn rate after debt service payments when theaters were closed last summer and when we were not recording any in-theater revenue. We have a liquidity runway of 15 months before considering the bank debt liquidity minimum financial covenant. With our network currently open and running the pre-show, we have a current cash burn rate of approximately $11 million per month before the benefit of any revenue. With our high operating cash flow margins and revenue expected to continue to build in Q4 and into 2021, we believe that the 15 month liquidity runway could be greater. Also, as mentioned, we need revenue to equal approximately 45% of 2019 revenue to breakeven on a cash basis after debt service. As Tom mentioned, our Board of Directors has authorized NCM Inc to keep its quarterly cash dividend at $0.07 per share of common stock. The recent bank waiver currently prohibits distributions to members, including NCM Inc, and the new limitations will remain in effect through the quarter ended July 1, 2021 unless certain financial conditions are met. Even with no additional NCM LLC distribution to NCM, Inc has enough cash to pay its current dividend for nearly three years. The company intends to pay a regular quarterly dividend for the foreseeable future, at the discretion of the Board of Directors, consistent with a company's intention to distribute substantially all its free cash flow over time. The nearly three years of dividend cushion is considerably longer than we have historically targeted. We will continue to monitor this cushion and related dividend levels as theaters reopen and we get a better read on theater attendance and in-theater advertising revenue. Therefore, as always, the declaration, payment, timing, and amount of future dividends payable will be at the sole discretion of the Board of Directors, who will consider general economic and advertising market conditions, the company's financial condition, available cash, current and anticipated cash needs, and any other factors that the Board of Directors considers relevant. This includes short- and long-term impacts to the company related to the COVID-19 pandemic and restrictions under the NCM LLC credit agreement. Finally, consistent with our comments over the last two quarterly earnings calls, we do not have enough visibility into the timing of film releases, related theater openings, and network attendance to provide reliable future revenue and adjusted OIBDA guidance. We will only begin providing revenue and adjusted OIBDA guidance when we have access to more reliable information regarding these key market data points. With that, this concludes our prepared remarks, and we will now open up the lines for questions.

Our first question comes from Matt Swope with Baird.

Yes. Hi, guys. Could you talk a little bit about how you're thinking about the rest of your capital structure as things go forward? Ted, is there any ability to talk to your bondholders about exchanges or other ways to reduce the total amount of debt outstanding?

Yes, there are certain options that we can consider. I don't want to get into details at the moment. I would tell you that we feel good about our liquidity situation as it is today. Probably more focused on the technical covenants of the leverage ratio. But I'll just leave it there. I won't rule anything out, but I also don't want to get into any details.

Could you discuss your conversations with your bank lenders about possibly amending your facility? Are you considering extending it for a few more quarters or another year? What is your timeframe?

Yes, again, Matt, to be determined. We'll work with our banks and determine an appropriate level of what an extension might look like. This is again too early to get into details.

Yes, no, I completely understand. And then just on the cash and AR balance you gave, what is that? Is that as of the end of October or what was that date, 137.5 and the 7.5? That was as of last Friday. Got you. October is the month when you pay your larger coupon, which is why the burn is a bit higher for that month.

That's correct. Yes.

Got you. And then the number you give us is just the blended rate if you were to burn at this rate over 12 months.

Yes, that's correct. Yes. So the debt obviously fluctuates up or down based on the bond payments. I am smoothing that out to give you kind of a per month run rate if you looked at it over a year.

Right. No. You guys have been very clear and look like you're in as good shape as you could be given these incredibly difficult circumstances. Good luck with everything.

Thank you. There are no further questions at this time. I'll turn it back to management for closing remarks. Thank you.

Okay. Thank you. Just to reiterate, we continue to be laser-focused on effectively navigating the impact of the pandemic by preserving cash to ensure we maintain our strong liquidity position while at the same time actively working with brands in the 2021 upfront marketplace. While we cannot control the timing of movie releases or theater openings, we can and will continue to position our business to capture additional market share and work to emerge as an even stronger and more diverse media company. The bottom line is that audiences want to go to the movies, and advertisers want to reach them in a unique, highly engaging captive environment that simply cannot be replicated at home. Once studios release new tent-pole films and theaters are open, NCM will be there to unite brands with the power of movies and engage movie fans anytime, anywhere. Once attendance levels begin to return to more normal levels, we believe that we'll be well-positioned to deliver on the pillars of our growth that we launched last year and once again, generate free cash flow growth and dividend appreciation for our shareholders, as we did prior to the start of the COVID crisis. Thanks again for joining our call. I hope that everyone continues to stay safe and healthy. I look forward to seeing you again soon at the movies. Thank you.

Thank you. This concludes today's conference. All parties may disconnect. Have a great evening.