e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
March 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number
001-34176
ASCENT
MEDIA CORPORATION
(Exact name of Registrant as
specified in its charter)
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State of Delaware
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26-2735737
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12300 Liberty Boulevard
Englewood, Colorado
(Address of principal
executive offices)
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80112
(Zip Code)
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Registrants telephone number, including area code:
(720) 875-5622
Indicate by check mark whether the Registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, any
Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(Section 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The number of outstanding shares of Ascent Media
Corporations common stock as of April 30, 2009 was:
Series A common stock 13,415,335 shares; and
Series B common stock 659,679 shares.
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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March 31,
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December 31,
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2009
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2008
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Amounts in thousands
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(Unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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337,188
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341,517
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Trade receivables, net
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107,516
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114,154
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Prepaid expenses
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11,619
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12,223
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Deferred income tax assets, net
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9,734
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10,826
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Income taxes receivable
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13,811
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9,122
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Other current assets
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1,589
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2,776
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Total current assets
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481,457
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490,618
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Property and equipment, net
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214,813
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223,928
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Deferred income tax assets, net
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22,162
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22,545
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Other assets, net
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8,304
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8,213
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Total assets
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$
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726,736
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745,304
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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21,047
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22,633
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Accrued payroll and related liabilities
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20,731
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22,258
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Other accrued liabilities
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25,417
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31,172
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Deferred revenue
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13,202
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15,139
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Total current liabilities
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80,397
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91,202
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Other liabilities
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28,159
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28,792
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Total liabilities
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108,556
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119,994
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Commitments and contingencies (note 7)
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Stockholders Equity:
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Preferred stock, $.01 par value. Authorized
5,000,000 shares; no shares issued
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Series A common stock, $.01 par value. Authorized
45,000,000 shares; issued and outstanding
13,415,335 shares at March 31, 2009
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134
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134
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Series B common stock, $.01 par value. Authorized
5,000,000 shares; issued and outstanding
659,679 shares at March 31, 2009
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7
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7
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Series C common stock, $.01 par value. Authorized
45,000,000 shares; no shares issued
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Additional paid-in capital
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1,459,659
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1,459,078
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Accumulated deficit
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(832,404
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)
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(825,956
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)
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Accumulated other comprehensive loss
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(9,216
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)
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(7,953
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)
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Total stockholders equity
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618,180
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625,310
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Total liabilities and stockholders equity
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$
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726,736
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745,304
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See accompanying notes to condensed consolidated financial
statements.
2
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations and
Comprehensive Loss
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Three Months Ended March 31,
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2009
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2008
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Amounts in thousands, except per share amounts
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(Unaudited)
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Net revenue
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$
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119,267
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163,035
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Operating expenses:
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Cost of services
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84,318
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122,332
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Selling, general, and administrative, including stock-based and
long-term incentive compensation (note 4)
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29,489
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29,183
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Restructuring and other charges
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398
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1,107
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Loss (gain) on sale of operating assets, net
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154
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(78
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)
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Depreciation and amortization
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14,482
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15,267
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128,841
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167,811
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Operating loss
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(9,574
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)
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(4,776
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)
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Other income:
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Interest income
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552
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2,097
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Other expense, net
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(267
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)
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(548
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)
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285
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1,549
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Loss from continuing operations before income tax
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(9,289
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)
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(3,227
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)
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Income tax benefit (expense) from continuing operations
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2,841
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(3,072
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)
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Net loss from continuing operations
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(6,448
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)
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(6,299
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)
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Discontinued operations (note 2):
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Earnings from discontinued operations
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2,963
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Income tax expense
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(1,179
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)
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Earnings from discontinued operations, net of income tax
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1,784
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Net loss
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(6,448
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)
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(4,515
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)
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Other comprehensive earnings (loss):
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Foreign currency translation adjustments
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(1,296
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)
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486
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Minimum pension liability adjustment
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33
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Other comprehensive earnings (loss)
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(1,263
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)
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486
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Comprehensive loss
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$
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(7,711
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)
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(4,029
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)
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Basic and diluted earnings (loss) per share (note 5)
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Continuing operations
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$
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(0.46
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)
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(0.45
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)
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Discontinued operations
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0.13
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Net loss
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$
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(0.46
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)
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(0.32
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)
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See accompanying notes to condensed consolidated financial
statements.
3
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
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Three Months Ended
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March 31,
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2009
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2008
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Amounts in thousands
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(Unaudited)
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Cash flows from operating activities:
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|
|
|
|
|
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Net loss
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$
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(6,448
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)
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|
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(4,515
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)
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Adjustments to reconcile net loss to net cash provided by
operating activities:
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|
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Earnings from discontinued operations, net of income tax
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|
|
|
|
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(1,784
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)
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Depreciation and amortization
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|
14,482
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|
|
|
15,267
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|
Stock based compensation
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|
677
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|
|
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Deferred income tax expense
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|
1,475
|
|
|
|
111
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(Gain) loss on sale of operating assets
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154
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|
|
|
(78
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)
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Other non-cash activity, net
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104
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|
|
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(506
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)
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Changes in assets and liabilities:
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|
|
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|
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Trade receivables
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6,638
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|
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|
(29,309
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)
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Prepaid expenses and other current assets
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|
(2,718
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)
|
|
|
(1,993
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)
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Payables and other liabilities
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|
(10,882
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)
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|
20,423
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Operating activities from discontinued operations, net
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|
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4,230
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|
|
|
|
|
|
|
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Net cash provided by operating activities
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|
|
3,482
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|
|
|
1,846
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|
|
|
|
|
|
|
|
|
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Cash flows from investing activities:
|
|
|
|
|
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|
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Capital expenditures
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|
|
(7,107
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)
|
|
|
(6,532
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)
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Net sales of marketable securities
|
|
|
|
|
|
|
23,545
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Cash proceeds from sale of operating assets
|
|
|
111
|
|
|
|
145
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|
Other investing activities, net
|
|
|
(375
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)
|
|
|
|
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Investing activities from discontinued operations, net
|
|
|
|
|
|
|
(1,868
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)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
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|
|
(7,371
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)
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|
|
15,290
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|
|
|
|
|
|
|
|
|
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Cash flows from financing activities:
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|
|
|
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Net cash transfers from Discovery Holding Company
(DHC)
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|
|
|
|
|
24
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|
Payment of capital lease obligations
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|
|
(440
|
)
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|
|
(168
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)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
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|
|
(440
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)
|
|
|
(144
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)
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|
|
|
|
|
|
|
|
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Net increase (decrease) in cash and cash equivalents
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|
|
(4,329
|
)
|
|
|
16,992
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|
Cash and cash equivalents at beginning of period
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|
|
341,517
|
|
|
|
201,633
|
|
|
|
|
|
|
|
|
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|
Cash and cash equivalents at end of period
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|
$
|
337,188
|
|
|
|
218,625
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial
statements.
4
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
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(1)
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Basis of
Presentation
|
On September 17, 2008, Discovery Holding Company
(DHC) completed the spin off of Ascent Media
Corporation (Ascent Media or the
Company) capital stock to the holders of DHC
Series A and Series B common stock (the Ascent
Media Spin Off). For periods prior to the Ascent Media
Spin Off, the accompanying condensed consolidated financial
statements of Ascent Media represent a combination of the
historical financial information of (1) Ascent Media Group,
LLC (AMG), a wholly-owned subsidiary of DHC,
(2) Ascent Media CANS, LLC (AccentHealth), a
wholly-owned subsidiary of DHC until its sale on
September 4, 2008 and (3) cash and investment assets
of DHC. For periods following the Ascent Media Spin Off, the
accompanying condensed consolidated financial statements of
Ascent Media represent Ascent Media and its consolidated
subsidiaries. The Ascent Media Spin Off has been accounted for
at historical cost due to the pro rata nature of the
distribution.
The Company has two reportable segments: the Content Services
group and the Creative Services group. The Companys
reportable segments are strategic business units that offer
different products and services. They are managed separately
because each segment requires different technologies,
distribution channels and marketing strategies.
The accompanying interim condensed consolidated financial
statements are unaudited but, in the opinion of management,
reflect all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results for
such periods. The results of operations for any interim period
are not necessarily indicative of results for the full year.
These condensed consolidated financial statements should be read
in conjunction with the Ascent Media Annual Report on
Form 10-K
for the year ended December 31, 2008.
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles
(GAAP) requires management to make estimates and
assumptions that affect the reported amounts of revenue and
expenses for each reporting period. The significant estimates
made in preparation of the Companys condensed consolidated
financial statements primarily relate to long-lived assets,
deferred tax assets, and the amount of the allowance for
doubtful accounts. Actual results could differ from the
estimates upon which the carrying values were based.
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(2)
|
Discontinued
Operations
|
In 2008, Ascent Media completed the sales of its interests in
AccentHealth, Ascent Media Systems & Technology
Services, LLC in Palm Bay, Florida (Palm Bay) and
Visiontext Limited (Visiontext) which were treated
as discontinued operations in accordance with Statement of
Financial Accounting Standard No. 144 Accounting
for the Impairment and Disposal of Long-lived Assets.
The following table presents the results of operations of the
discontinued operations that are included in earnings from
discontinued operations, net of income tax:
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|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31, 2008
|
|
|
|
Amounts in thousands
|
|
|
Revenue
|
|
$
|
10,808
|
|
Earnings before income taxes
|
|
$
|
2,963
|
|
|
|
(3)
|
Restructuring
Charges
|
During the three months ended March 31, 2009, the Company
recorded restructuring charges of $398,000, related to severance
and facility costs in conjunction with ongoing restructuring and
cost mitigation measures undertaken in the fourth quarter of
2008 across both of the reportable segments. During the three
months ended March 31, 2008, the Company recorded
restructuring charges of $1,107,000 related to severance and
facility costs in conjunction with the closing of its Creative
Services operations in Mexico.
5
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements (Continued)
The following table provides the activity and balances of the
restructuring reserve (all amounts are in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
Additions
|
|
|
Deductions(a)
|
|
|
March 31, 2008
|
|
|
Severance
|
|
$
|
1,357
|
|
|
|
639
|
|
|
|
(1,115
|
)
|
|
|
881
|
|
Excess facility costs
|
|
|
1,622
|
|
|
|
468
|
|
|
|
(301
|
)
|
|
|
1,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,979
|
|
|
|
1,107
|
|
|
|
(1,416
|
)
|
|
|
2,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
Additions
|
|
|
Deductions(a)
|
|
|
March 31, 2009
|
|
|
Severance
|
|
$
|
2,526
|
|
|
|
384
|
|
|
|
(1,141
|
)
|
|
|
1,769
|
(b)
|
Excess facility costs
|
|
|
3,294
|
|
|
|
14
|
|
|
|
(539
|
)
|
|
|
2,769
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,820
|
|
|
|
398
|
|
|
|
(1,680
|
)
|
|
|
4,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Primarily represents cash payments. |
|
(b) |
|
Substantially all of this amount is expected to be paid in 2009. |
|
(c) |
|
Substantially all of this amount is expected to be paid by 2012. |
|
|
(4)
|
Stock-Based
and Long-Term Incentive Compensation
|
During the first quarter of 2009, certain key employees were
granted a total of 116,740 options to purchase Ascent Media
Series A common stock for a weighted average exercise price
of $25.30 per share. Such options vest quarterly over four years
from the date of grant, terminate 10 years from the date of
grant and had a weighted-average fair value of $12.30, as
determined using the Black-Scholes Model. For the 2009 stock
grants, the weighted average grant date assumptions used for the
Black-Scholes Model were a volatility factor of 50%, a risk-free
interest rate of 1.51%, an expected life of 6.1 years and a
dividend yield of zero.
|
|
(5)
|
Basic and
Diluted Earnings (Loss) Per Common Share
Series A and Series B
|
Basic and diluted earnings (loss) per common share
(EPS) is computed by dividing net earnings (loss) by
the number of Series A and Series B common shares
outstanding for the period. The total weighted average shares
outstanding for the Series A and Series B shares for
the three months ended March 31, 2009 was
14,070,579 shares. Since the Company recorded a loss from
continuing operations for the three months ended March 31,
2009, diluted EPS is computed the same as basic EPS. The number
of shares outstanding used to compute EPS for the three months
ended March 31, 2008 is 14,061,618 shares, which is
the number of shares that were issued for the Ascent Media Spin
Off.
During the first quarter of 2008, Liberty Media Corporation
(Liberty) reached an agreement with the IRS with
respect to certain tax items that related to periods prior to
DHCs spin off from Liberty in July 2005. The IRS agreement
resulted in a reduction of $5,370,000 and $30,808,000 to the
amount of federal and California net operating losses
(NOLs), respectively, that Liberty allocated to the
Company at the time of the 2005 spin off. The reduction in the
Companys federal NOLs resulted in tax expense of
$1,880,000 (35% of $5,370,000). The Company did not expect to
utilize the California NOLs, and had thus recorded a valuation
allowance with respect to such NOLs. Therefore, the reduction in
California NOLs was offset by a reduction in the corresponding
valuation allowance and resulted in no net tax expense.
|
|
(7)
|
Commitments,
Contingencies and Other Liabilities
|
The Company is involved in litigation and similar claims
incidental to the conduct of its business. In managements
opinion, none of the pending actions is likely to have a
material adverse impact on the Companys financial position
or results of operations.
6
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements (Continued)
|
|
(8)
|
Related
Party Transactions
|
Ascent Media provides services, such as satellite uplink,
systems integration, origination, and post-production, to
Discovery Communications, Inc. (DCI). Ascent Media,
previously a wholly-owned subsidiary of DHC, and DCI, previously
an equity investment of DHC (and now a wholly-owned subsidiary
of DCI), were related parties through the Ascent Media Spin Off.
Revenue recorded by Ascent Media for these services for the
three months ended March 31, 2008 was $9,311,000. Ascent
Media continues to provide services to DCI subsequent to the
Ascent Media Spin Off that are believed to be at arms-length
rates.
|
|
(9)
|
Information
About Reportable Segments
|
Ascent Media evaluates the performance of its reportable
segments based on financial measures such as revenue and
adjusted operating income before depreciation and amortization
(adjusted OIBDA). Ascent Media defines adjusted
OIBDA as revenue less cost of services and selling, general and
administrative expenses (excluding stock and other equity-based
compensation and accretion expense on asset retirement
obligations) determined in each case for the relevant operating
segment only. Ascent Media believes this is an important
indicator of the operational strength and performance of its
businesses, including the businesses ability to fund
ongoing capital expenditures and service any debt. In addition,
this measure is used by management to evaluate operating results
and perform analytical comparisons and identify strategies to
improve performance. This measure of performance excludes
depreciation and amortization, stock and other equity-based
compensation, accretion expense on asset retirement obligations
and restructuring and impairment charges, gains on sale of
operating assets and other income and expense that are included
in the measurement of earnings (loss) before income taxes
pursuant to GAAP. Accordingly, adjusted OIBDA should be
considered in addition to, but not as a substitute for, earnings
(loss) before income taxes, cash flow provided by operating
activities and other measures of financial performance prepared
in accordance with GAAP. Because segment adjusted OIBDA excludes
corporate and other SG&A (as defined below), and does not
include an allocation for corporate overhead, segment adjusted
OIBDA should not be used as an indication of the operating
results that could be expected if either operating segment were
operated on a stand-alone basis.
Summarized financial information concerning the Companys
reportable segments is presented in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
|
|
|
|
Content
|
|
|
Creative
|
|
|
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Services
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
Group
|
|
|
Group
|
|
|
Total
|
|
|
Other(1)
|
|
|
Total
|
|
|
|
Amounts in thousands
|
|
|
Three months ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
|
$
|
78,604
|
|
|
|
40,663
|
|
|
|
119,267
|
|
|
|
|
|
|
|
119,267
|
|
Adjusted OIBDA
|
|
$
|
7,674
|
|
|
|
4,630
|
|
|
|
12,304
|
|
|
|
(6,121
|
)
|
|
|
6,183
|
|
Capital expenditures
|
|
$
|
4,873
|
|
|
|
1,724
|
|
|
|
6,597
|
|
|
|
510
|
|
|
|
7,107
|
|
Three months ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from external customers
|
|
$
|
123,347
|
|
|
|
39,688
|
|
|
|
163,035
|
|
|
|
|
|
|
|
163,035
|
|
Adjusted OIBDA
|
|
$
|
13,350
|
|
|
|
4,226
|
|
|
|
17,576
|
|
|
|
(6,267
|
)
|
|
|
11,309
|
|
Capital expenditures
|
|
$
|
4,036
|
|
|
|
1,425
|
|
|
|
5,461
|
|
|
|
1,071
|
|
|
|
6,532
|
|
|
|
|
(1) |
|
Amounts shown in Other provide a reconciliation of total
reportable segments to the Companys consolidated total.
Included in Other is (i) corporate SG&A expenses and
capital expenditures incurred at a corporate level and
(ii) assets held at a corporate level mainly comprised of
all cash and cash equivalents and deferred income tax assets. |
7
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial
Statements (Continued)
The following table provides a reconciliation of consolidated
segment adjusted OIBDA to loss from continuing operations before
income taxes.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amounts in thousands
|
|
|
Total segment adjusted OIBDA
|
|
$
|
12,304
|
|
|
|
17,576
|
|
Corporate selling, general and administrative expenses
|
|
|
(6,121
|
)
|
|
|
(6,267
|
)
|
Stock-based and long-term incentive compensation
|
|
|
(677
|
)
|
|
|
276
|
|
Accretion expense on asset retirement obligations
|
|
|
(46
|
)
|
|
|
(65
|
)
|
Restructuring and other charges
|
|
|
(398
|
)
|
|
|
(1,107
|
)
|
Depreciation and amortization
|
|
|
(14,482
|
)
|
|
|
(15,267
|
)
|
Gain (loss) on sale of operating assets, net
|
|
|
(154
|
)
|
|
|
78
|
|
Other income, net
|
|
|
285
|
|
|
|
1,549
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes
|
|
$
|
(9,289
|
)
|
|
|
(3,227
|
)
|
|
|
|
|
|
|
|
|
|
Information as to the Companys operations in different
geographic areas is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amounts in thousands
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
94,391
|
|
|
|
123,902
|
|
United Kingdom
|
|
|
19,216
|
|
|
|
33,042
|
|
Singapore
|
|
|
5,660
|
|
|
|
6,091
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
119,267
|
|
|
|
163,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amounts in thousands
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
160,479
|
|
|
|
165,008
|
|
United Kingdom
|
|
|
38,822
|
|
|
|
41,227
|
|
Singapore
|
|
|
15,512
|
|
|
|
17,693
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
214,813
|
|
|
|
223,928
|
|
|
|
|
|
|
|
|
|
|
8
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Certain statements in this Quarterly Report on
Form 10-Q
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including
statements regarding our business, marketing and operating
strategies, integration of acquired businesses, new service
offerings, financial prospects, and anticipated sources and uses
of capital. Where, in any forward-looking statement, we express
an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or
accomplished. The following include some but not all of the
factors that could cause actual results or events to differ
materially from those anticipated:
|
|
|
|
|
lack of operating history;
|
|
|
|
general economic and business conditions and industry trends
including the timing of, and spending on, motion picture,
television and television advertising;
|
|
|
|
integration of acquired businesses;
|
|
|
|
the regulatory and competitive environment of the industries in
which we and our customers operate;
|
|
|
|
retention of our largest customer accounts;
|
|
|
|
availability of third-party satellite and terrestrial
connectivity services relied on by us to provide our services;
|
|
|
|
the possibility of an industry-wide strike or other job action
affecting a major entertainment industry union, or the duration
of any existing strike or job action;
|
|
|
|
rapid technological changes;
|
|
|
|
present and future financial conditions, including availability
and terms of capital;
|
|
|
|
the outcome of any pending or threatened litigation;
|
|
|
|
availability of qualified personnel;
|
|
|
|
changes in, or failure or inability to comply with, government
regulations, including, without limitation, regulations of the
Federal Communications Commission, and adverse outcomes from
regulatory proceedings;
|
|
|
|
competitor and overall market response to our products and
services, including acceptance of the pricing of such products
and services; and
|
|
|
|
risk of loss from earthquakes and other catastrophic events.
|
For additional risk factors, please see our Annual Report on
Form 10-K
for the year ended December 31, 2008. These forward-looking
statements and such risks, uncertainties and other factors speak
only as of the date of this Quarterly Report, and we expressly
disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained
herein, to reflect any change in our expectations with regard
thereto, or any other change in events, conditions or
circumstances on which any such statement is based.
The following discussion and analysis provides information
concerning our results of operations and financial condition.
This discussion should be read in conjunction with our
accompanying condensed consolidated financial statements and the
notes thereto included elsewhere herein and our Annual Report on
Form 10-K
for the year ended December 31, 2008.
Overview
We are a holding company and own 100% of our principal operating
subsidiary, Ascent Media Group, LLC (AMG), as well
as cash and cash equivalents. In September 2008, we sold our
other wholly-owned operating subsidiary, Ascent Media CANS, LLC
(AccentHealth).
Ascent
Media Group
AMG provides creative services and content management and
delivery services to the media and entertainment industries in
the United States, the United Kingdom and Singapore. AMGs
clients include major motion picture
9
studios, independent producers, broadcast networks, programming
networks, advertising agencies and other companies that produce,
own and/or
distribute entertainment, news, sports, corporate, educational,
industrial and advertising content. AMGs operations are
organized into the following two groups: the Content Services
group and the Creative Services group.
The contract between the Screen Actors Guild (SAG)
and the Alliance of Motion Picture and Television Producers
(AMPTP) for theatrical motion picture and television
performances expired on June 30, 2008, without agreement on
terms for a new contract. SAG continues to work under the terms
of the expired contract. In April 2009, SAG and AMPTP reached
agreement on a tentative successor contract. In order for this
tentative contract to be ratified, the members of SAG must vote
in favor of the agreement. The vote is expected to be complete
by the end of May 2009. Further, the commercial contracts
between SAG, the American Federation of Television and Radio
Artists (AFTRA) and the advertising industry for
television, radio and internet/new media commercials expired on
March 31, 2009. In April 2009, SAG and AFTRA reached
agreement on a new tentative contract which must be voted on and
approved by both SAG and AFTRA members before it is ratified.
The vote is expected to be complete by mid-May 2009. The failure
to finalize and ratify either of these contracts could lead to a
strike or other job action. Any such labor dispute could have an
adverse effect on the television
and/or
motion picture production industries, including AMGs
business, and in the case of a severe or prolonged work
stoppage, the adverse effect on AMGs business, operations,
results of operations
and/or
financial condition could be material.
In recent years, AMG has been challenged by increasing
competition and resulting downward rate pressure for certain of
its services. Such factors have caused some margin compression
and lower operating income. AMG is continuing to focus on
leveraging its broad array of traditional media and file-based
services to be a full service provider to new and existing
customers within the feature film, television production and
advertising industries. Its strategy focuses on providing a
unified portfolio of business-to-business services intended to
enable media companies to realize increasing benefits from
digital distribution. With facilities in the United States, the
United Kingdom and Singapore, AMG hopes to increase its
services to multinational companies on a worldwide basis. The
challenges that it faces include the continued successful
development of end-to-end file-based solutions, increased
competition in both its Creative Services and Content Services
groups, the need to differentiate its products and services to
help maintain or increase operating margins and financing
capital expenditures for equipment and other items to meet
customers requirements for integrated and file-based
workflows.
Adjusted
OIBDA
We evaluate the performance of our operating segments based on
financial measures such as revenue and adjusted operating income
before depreciation and amortization (adjusted
OIBDA). We define segment adjusted OIBDA as revenue less
cost of services and selling, general and administrative expense
(excluding stock-based and long-term incentive compensation and
accretion expense on asset retirement obligations) determined in
each case for the relevant operating segment only. We believe
this non-GAAP financial measure is an important indicator of the
operational strength and performance of our businesses,
including each businesses ability to fund its ongoing capital
expenditures and service any debt. In addition, this measure is
used by management to evaluate operating results and perform
analytical comparisons and identify strategies to improve
performance. This measure of performance excludes depreciation
and amortization, stock-based and long-term incentive
compensation, accretion expense on asset retirement obligations,
restructuring and impairment charges, gains on sale of operating
assets and other income and expense that are included in the
measurement of earnings (loss) before income taxes pursuant to
GAAP. Accordingly, adjusted OIBDA should be considered in
addition to, but not as a substitute for, earnings (loss) before
income taxes, cash flow provided by operating activities and
other measures of financial performance prepared in accordance
with GAAP. Because segment adjusted OIBDA excludes corporate and
other SG&A (as defined below), and does not include an
allocation for corporate overhead, segment adjusted OIBDA should
not be used as an indication of the operating results that could
be expected if either operating segment were operated on a
stand-alone basis.
Results
of Operations
Our operations are organized into the following reportable
segments: the Content Services group and the Creative Services
group.
The Content Services groups revenue consists of fees
relating to facilities and services necessary to optimize,
archive, manage, reformat and repurpose completed media assets
for global distribution via freight, satellite, fiber
10
and the Internet. In addition, the Content Services group
includes the facilities, technical infrastructure, and operating
staff necessary to assemble programming content for cable and
broadcast networks and to distribute media signals via satellite
and terrestrial networks. The Content Services group includes
AMGs digital media distribution center, which provides
file-based services in areas such as digital imaging, digital
vault, distribution services and interactive media to new and
existing distribution platforms. Additionally, the Content
Services group provides owners of film libraries a broad range
of restoration, preservation, archiving, professional mastering
and duplication services. The scope of these services vary in
duration from one day to several months depending on the nature
of the service, and fees typically range from less than $1,000
to $100,000 per project. For the three months ended
March 31, 2009, approximately 39% of the Content Services
groups revenue relates to broadcast services, satellite
operations and fiber services that are earned monthly under
long-term contracts ranging generally from one to seven years.
Additionally, approximately 22% of revenue relates to systems
integration and engineering services that are provided on a
project basis over terms generally ranging from three to twelve
months.
AMGs Creative Services group generates revenue primarily
from fees for various technical and creative services necessary
to complete principal photography into final products.
Generally, these services pertain to the completion of feature
films, television programs, television commercials and new
digital media. These services are referred to generally in the
entertainment industry as post-production services.
These projects normally span from a few days to three months or
more in length, and fees for these projects typically range from
$10,000 to $1,000,000 per project.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Dollar amounts in thousands
|
|
|
Consolidated Results of Operations
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
119,267
|
|
|
|
163,035
|
|
Loss from continuing operations before income tax
|
|
$
|
(9,289
|
)
|
|
|
(3,227
|
)
|
Net loss
|
|
$
|
(6,448
|
)
|
|
|
(4,515
|
)
|
Segment Result of Operations
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
Content Services group
|
|
$
|
78,604
|
|
|
|
123,347
|
|
Creative Services group
|
|
$
|
40,663
|
|
|
|
39,688
|
|
Adjusted OIBDA
|
|
|
|
|
|
|
|
|
Content Services group
|
|
$
|
7,674
|
|
|
|
13,350
|
|
Creative Services group
|
|
|
4,630
|
|
|
|
4,226
|
|
|
|
|
|
|
|
|
|
|
Total segment adjusted OIBDA(a)
|
|
$
|
12,304
|
|
|
|
17,576
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA as a percentage of Revenue
|
|
|
|
|
|
|
|
|
Content Services group
|
|
|
9.8
|
%
|
|
|
10.8
|
%
|
Creative Services group
|
|
|
11.4
|
%
|
|
|
10.6
|
%
|
|
|
|
(a) |
|
See reconciliation to loss from continuing operations before
income taxes below. |
Revenue. Our consolidated revenue decreased
$43,768,000 or 26.8% for the three months ended March 31,
2009, as compared to the corresponding prior year period. The
Content Services group revenue decreased $44,743,000 or 36.3%
for the three months ended March 31, 2009, compared to the
prior year period, while the Creative Services group revenue
increased by $975,000 or 2.5% for such periods.
The decrease in the Content Services group revenue for the three
month period was mainly due to (i) a decrease of
$34,011,000 in system integration services revenue due to a
significant number of large projects in the United States
and Europe in the prior year and a decline in system integration
projects in 2009 as customers reduced their spending in response
to a weaker economic climate, (ii) a decrease of $2,223,000
from a decline in traditional media services in the United
States including edit, duplication and lab, (iii) a
decrease of $1,914,000 due to a decline in media services in the
United Kingdom from broadcast media and commercial markets,
(iv) a decrease of $1,309,000 for content origination and
transport services due to expired contracts and a decline in
occasional
11
projects in the United States and (v) unfavorable changes
in foreign currency exchange rates of $6,634,000. These
decreases were partially offset by an increase of $1,037,000 due
to higher digital services revenues due to an increase in
volumes from existing customers.
The increase in Creative Services group revenue for the three
month period was due to (i) an increase of approximately
$6,200,000 from television post production services driven
primarily by the impact of the Writers Guild strike in the prior
year and timing of shows and (ii) an increase of $3,160,000
in feature film revenue driven by increased titles for digital
intermediate services. These increases were partially offset by
(i) a decrease of approximately $6,600,000 in commercial
revenue driven by a weaker worldwide commercial production
market in 2009 compared to the prior year, (iii) a decrease
of $863,000 resulting from the shutdown of certain operations in
Mexico and the United States and (iv) unfavorable changes
in foreign currency exchange rates of $1,004,000.
For the three months ended March 31, 2009, $12,644,000 of
the Content Services group revenue was generated by one
customer, Motorola, Inc., under system integration services
contracts. For the three months ended March 31, 2008, these
Motorola contracts generated $30,794,000 of Content Services
revenues. These contracts expire in July 2009 and we could only
sustain this level of revenue in the future if we enter into
other contracts of this same magnitude, for which there can be
no assurance.
Cost of Services. Cost of services decreased
$38,014,000 or 31.1% for the three months ended March 31,
2009, as compared to the corresponding prior year period. A
significant portion of the decrease for the three month period
was due to Content Services resulting from lower volumes of
system integration services, driving significant decreases in
production material costs and, to a lesser extent, labor costs.
In addition, we restructured the company at the end of 2008
which resulted in a reduction in labor and facility costs and
reduced amounts paid for outside services in the first quarter
of 2009, compared to the corresponding prior period. In
addition, cost of services was impacted by favorable changes in
currency exchange rates of $5,246,000 in the first quarter of
2009.
As a percent of revenue, cost of services was 70.7% and 75.0%
for the three month periods ended March 31, 2009 and 2008,
respectively. The percentage decrease is mainly a result of
revenue mix as system integration projects, which incur higher
production material costs, were significantly lower in 2009. The
percentage decrease was also the result of the restructuring and
cost mitigation measures that were enacted at the end of 2008
across both segments. Creative Services total cost of services
decreased while revenue slightly increased, as labor and
facility costs were driven lower due to these restructuring and
cost mitigation measures.
Selling, General and Administrative. Our
selling, general and administrative expenses
(SG&A) are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amounts in thousands
|
|
|
SG&A(a)
|
|
$
|
28,766
|
|
|
|
29,394
|
|
Stock-based and long-term incentive compensation
|
|
|
677
|
|
|
|
(276
|
)
|
Accretion expense on asset retirement obligations
|
|
|
46
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
Total SG&A
|
|
$
|
29,489
|
|
|
|
29,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
SG&A includes corporate SG&A of $6,121,000 and
$6,267,000 for the three months ended March 31, 2009 and
2008, respectively, which are not included in total segment
adjusted OIBDA. |
Our SG&A, excluding stock-based and long-term incentive
compensation and accretion expense on asset retirement
obligations, decreased $628,000 or 2.1% for the three months
ended March 31, 2009, compared to the corresponding prior
year period. The decrease was mainly driven by lower labor,
travel, entertainment and supply costs which declined due to the
implementation of restructuring and cost mitigation measures in
2009. These decreases were partially offset by higher public
company costs, higher bad debt expense and higher facility costs
related to duplicative rent as a result of a Creative Services
business unit relocating to a new facility. As a percent of
revenue, our SG&A was 24.1% and 18.0% for the three months
ended March 31, 2009 and 2008, respectively.
Stock-based and Long-term Incentive
Compensation. Stock-based and long-term incentive
compensation was an expense of $677,000 and a gain of $276,000
for the three months ended March 31, 2009 and 2008,
12
respectively, and is included in SG&A in our consolidated
statements of operations. The 2009 expense was related to
restricted stock and stock option awards granted to certain
executives subsequent to the Ascent Media Spin Off. The 2008
gain relates to an adjustment to the amount recorded for the
2006 Long-Term Incentive Plan awards granted to certain
executives in 2006.
Restructuring Charges. During the three months
ended March 31, 2009, we recorded restructuring charges of
$398,000, related to severance costs in conjunction with ongoing
restructuring and cost mitigation measures undertaken in the
fourth quarter of 2008 across all of our businesses. During the
three months ended March 31, 2008, we recorded
restructuring charges of $1,107,000 related to severance and
facility costs in conjunction with the closing of our Creative
Services operations in Mexico.
The following table provides the activity and balances of the
restructuring reserve (all amounts are in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
Additions
|
|
|
Deductions(a)
|
|
|
March 31, 2008
|
|
|
Severance
|
|
$
|
1,357
|
|
|
|
639
|
|
|
|
(1,115
|
)
|
|
|
881
|
|
Excess facility costs
|
|
|
1,622
|
|
|
|
468
|
|
|
|
(301
|
)
|
|
|
1,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
$
|
2,979
|
|
|
|
1,107
|
|
|
|
(1,416
|
)
|
|
|
2,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
Additions
|
|
|
Deductions(a)
|
|
|
March 31, 2009
|
|
|
Severance
|
|
$
|
2,526
|
|
|
|
384
|
|
|
|
(1,141
|
)
|
|
|
1,769
|
(b)
|
Excess facility costs
|
|
|
3,294
|
|
|
|
14
|
|
|
|
(539
|
)
|
|
|
2,769
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
$
|
5,820
|
|
|
|
398
|
|
|
|
(1,680
|
)
|
|
|
4,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Primarily represents cash payments. |
|
(b) |
|
Substantially all of this amount is expected to be paid in 2009. |
|
(c) |
|
Substantially all of this amount is expected to be paid by 2012. |
Gain on Sale of Operating Assets, net. During
the three months ended March 31, 2009 and 2008, we recorded
a loss on sale of operating assets of $154,000 and a gain on
sale of $78,000, respectively. The 2009 amount relates to the
write-off of certain property and equipment partially offset by
a gain on the sale of a United Kingdom asset.
Depreciation and Amortization. Depreciation
and amortization expense decreased 5.1% to $14,482,000 for the
three months ended March 31, 2009, compared to the
corresponding prior year. The decrease is the result of a
decrease in property and equipment as the amount of assets that
were either sold or fully depreciated exceeded the depreciation
on new assets that were placed into service during the first
quarter of 2009. The sale of United Kingdom operating
assets in the third quarter of 2008 also contributed to the
decrease in property and equipment.
Income Taxes from Continuing Operations. Our
effective tax rate was a benefit of 30.6% and an expense of
95.2% for the three months ended March 31, 2009 and 2008,
respectively. For the three months ended March 31, 2008, we
had a pre-tax loss from continuing operations of $3,227,000, but
incurred $3,072,000 of income tax expense mainly due to federal
income tax expense and an agreement reached with the IRS which
resulted in a reduction of certain net operating losses which
had been previously utilized. During the first quarter of 2008,
Liberty Media reached an agreement with the IRS with respect to
certain tax items that related to periods prior to DHCs
spin off from Liberty Media in July 2005. The IRS agreement
resulted in a reduction of $5,370,000 and $30,808,000 to the
amount of federal and California net operating losses
(NOLs), respectively, that Liberty Media allocated
to us at the time of the 2005 spin off. The reduction in our
federal NOLs resulted in tax expense of $1,880,000 (35% of
$5,370,000). We had no expectation that we would be able to
utilize the California NOLs, and had thus recorded a valuation
allowance with respect to such NOLs. Therefore, the reduction in
California NOLs was offset by a reduction in the corresponding
valuation allowance and resulted in no net tax expense.
Earnings from Discontinued Operations, Net of Income
Taxes We recorded earnings from discontinued
operations, net of income taxes of $1,784,000 for the three
months ended March 31, 2008. These amounts included the
earnings of AccentHealth, Palm Bay and Visiontext, which were
all sold in the third quarter of 2008.
13
Net Loss. Our net loss increased from a loss
of $4,515,000 for the three months ended March 31, 2008 to
a loss of $6,448,000 for the three months ended March 31,
2009. The change in net loss for these periods is the result of
the aforementioned changes in revenue, expenses and discontinued
operations.
Adjusted OIBDA. The following table provides a
reconciliation of consolidated segment adjusted OIBDA to loss
from continuing operations before income taxes.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Amounts in thousands
|
|
|
Total segment adjusted OIBDA
|
|
$
|
12,304
|
|
|
|
17,576
|
|
Corporate selling, general and administrative expenses
|
|
|
(6,121
|
)
|
|
|
(6,267
|
)
|
Stock-based and long-term incentive compensation
|
|
|
(677
|
)
|
|
|
276
|
|
Accretion expense on asset retirement obligations
|
|
|
(46
|
)
|
|
|
(65
|
)
|
Restructuring and other charges
|
|
|
(398
|
)
|
|
|
(1,107
|
)
|
Depreciation and amortization
|
|
|
(14,482
|
)
|
|
|
(15,267
|
)
|
Gain (loss) on sale of operating assets, net
|
|
|
(154
|
)
|
|
|
78
|
|
Other income, net
|
|
|
285
|
|
|
|
1,549
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes
|
|
$
|
(9,289
|
)
|
|
|
(3,227
|
)
|
|
|
|
|
|
|
|
|
|
Content Services group adjusted OIBDA as a percentage of revenue
was 9.8% and 10.8% for the three months ended March 31,
2009 and 2008, respectively. Creative Services group adjusted
OIBDA as a percentage of revenue was 11.4% and 10.6% for the
three months ended March 31, 2009 and 2008, respectively.
Due to the higher labor and material costs for the Content
Services group, as well as higher facility costs, the adjusted
OIBDA margin for the Content Services group is generally lower
than such margin for the Creative Services group. However, in
the first quarter of 2008, the Creative Services OIBDA margin
was slightly lower due to the impact of the Writers Guild strike
as certain fixed costs and staffing levels continued as revenue
declined.
The primary cost components for the Content Services group are
labor and materials, with these costs comprising about 68% of
the segment revenue. The other cost components for the Content
Services group are facility costs, production equipment and
general and administrative expense. Content Services group
adjusted OIBDA decreased $5,676,000 or 42.5% for the three
months ended March 31, 2009, compared to the prior year
period. This decrease was due to (i) a decrease of
$4,857,000 from lower system integration revenues,
(ii) $778,000 from lower revenues from media services
including edit, duplication and lab and (iii) $938,000 of
costs for development of new business initiatives and research
and development. This decrease was partially offset by an
increase of $806,000 due to higher digital services revenue.
The services provided by the Creative Services group are labor
intensive and they require high labor and facility costs, with
these costs representing over 73% of the segment revenue. The
Creative Services groups other primary cost components are
production equipment, materials cost and general and
administrative expenses. Creative Services group adjusted OIBDA
increased $404,000 or 9.6% for the three months ended
March 31, 2009, compared to the prior period. This increase
was due to (i) $2,311,000 primarily from higher television
revenues as a result of the prior year Writers Guild strike and
the timing of shows and (ii) $1,799,000 due to an increase
in titles for digital intermediate services. This increase was
partially offset by a decrease of $3,799,000 due to lower
worldwide commercial revenues as a result of a weaker commercial
production market in 2009. As a result of the above, the
Creative Services group adjusted OIBDA margin was higher in the
first quarter of 2009 compared to the first quarter of 2008.
Liquidity
and Capital Resources
At March 31, 2009, we have $337,188,000 of cash and cash
equivalents on a consolidated basis, a portion of which we may
use to fund potential strategic acquisitions or investment
opportunities. The cash is invested in highly liquid,
highly-rated short-term investments and a substantial portion of
the balance is held in financial institutions that are
participating in the United States government guarantee program.
14
Additionally, our other source of funds is AMGs cash flows
from operating activities. During the three months ended
March 31, 2009 and 2008, our cash from operating activities
was $3,482,000 and $1,846,000, respectively. The primary drivers
of our cash flow from operating activities are adjusted OIBDA
and changes in working capital. Fluctuations in our adjusted
OIBDA are discussed in Results of Operations above.
Changes in working capital are generally due to the timing of
purchases and payments for equipment and the timing of billings
and collections for revenue.
During the three months ended March 31, 2009 and 2008, we
used cash of $7,107,000 and $6,532,000, respectively, to fund
our capital expenditures. These expenditures relate to the
purchase of new equipment, the upgrade of facilities and the
buildout of our existing facilities to meet specific customer
contracts, which are capitalized as additions and remain our
property, not that of the customer. During the three months
ended March 31, 2008, we sold all of our outstanding
marketable securities for cash of $23,545,000.
For the next twelve months, we expect to have sufficient
available cash and cash equivalents and net cash from AMGs
operating activities to meet our working capital needs and
capital expenditure requirements. We intend to seek external
equity or debt financing in the event any new investment
opportunities, additional capital expenditures or our operations
require additional funds, but there can be no assurance that we
will be able to obtain equity or debt financing on terms that
are acceptable to us.
During the remaining nine months of 2009, we expect to spend
approximately $18,000,000 to $22,000,000 for capital
expenditures, which we expect will be funded with cash from
operations and AMGs working capital.
Our ability to seek additional sources of funding depends on our
future financial position and results of operations, which are
subject to general conditions in or affecting our industry and
our customers and to general economic, political, financial,
competitive, legislative and regulatory factors beyond our
control.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
Foreign
Currency Risk
We continually monitor our economic exposure to changes in
foreign exchange rates and may enter into foreign exchange
agreements where and when appropriate. Substantially all of our
foreign transactions are denominated in foreign currencies,
including the liabilities of our foreign subsidiaries. Although
our foreign transactions are not generally subject to
significant foreign exchange transaction gains or losses, the
financial statements of our foreign subsidiaries are translated
into United States dollars as part of our consolidated financial
reporting. As a result, fluctuations in exchange rates affect
our financial position, results of operations and cash flows.
|
|
Item 4T.
|
Controls
and Procedures
|
In accordance with Exchange Act
Rules 13a-15
and 15d-15,
the Company carried out an evaluation, under the supervision and
with the participation of management, including its chairman,
president and principal accounting officer (the
Executives), of the effectiveness of its disclosure
controls and procedures as of the end of the period covered by
this report. Based on that evaluation, the Executives concluded
that the Companys disclosure controls and procedures were
effective as of March 31, 2009 to provide reasonable
assurance that information required to be disclosed in its
reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules
and forms.
There has been no change in the Companys internal controls
over financial reporting that occurred during the three months
ended March 31, 2009 that has materially affected, or is
reasonably likely to materially affect, its internal controls
over financial reporting.
15
ASCENT
MEDIA CORPORATION AND SUBSIDIARIES
PART II
OTHER INFORMATION
Listed below are the exhibits which are included as a part of
this Report (according to the number assigned to them in
Item 601 of
Regulation S-K):
|
|
|
|
|
|
31
|
.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
31
|
.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
31
|
.3
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
32
|
|
|
Section 1350 Certification**
|
|
|
|
* |
|
Filed herewith. |
|
** |
|
Furnished herewith. |
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ASCENT MEDIA CORPORATION
|
|
|
|
By:
|
/s/ William
R. Fitzgerald
|
William R. Fitzgerald
Chairman and Chief Executive Officer
Date: May 14, 2009
Jose A. Royo
President and Chief Operating Officer
Date: May 14, 2009
|
|
|
|
By:
|
/s/ George
C. Platisa
|
George C. Platisa
Executive Vice President and
Chief Financial Officer
Date: May 14, 2009
17
EXHIBIT INDEX
Listed below are the exhibits which are included as a part of
this Report (according to the number assigned to them in
Item 601 of
Regulation S-K):
|
|
|
|
|
|
31
|
.1
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
31
|
.2
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
31
|
.3
|
|
Rule 13a-14(a)/15d-14(a) Certification*
|
|
32
|
|
|
Section 1350 Certification**
|
|
|
|
* |
|
Filed herewith. |
|
** |
|
Furnished herewith. |