-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EAikyirf0VTj/VALuvhpCGxfwEUYKvdUyDW9Oscwoc6HKLwWmz0BnoOIXHE77v3t qxn6JXh3Gi50XHsj8UYsqQ== 0001144204-09-048935.txt : 20090918 0001144204-09-048935.hdr.sgml : 20090918 20090918060115 ACCESSION NUMBER: 0001144204-09-048935 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090918 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090918 DATE AS OF CHANGE: 20090918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Point.360 CENTRAL INDEX KEY: 0001398797 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33468 FILM NUMBER: 091075561 BUSINESS ADDRESS: STREET 1: 2777 NORTH ONATRIO STREET CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: 818-565-1400 MAIL ADDRESS: STREET 1: 2777 NORTH ONATRIO STREET CITY: BURBANK STATE: CA ZIP: 91504 FORMER COMPANY: FORMER CONFORMED NAME: New 360 DATE OF NAME CHANGE: 20070507 8-K 1 v160737_8-k.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report  (Date of Earliest Event Reported): September 18, 2009


Point.360
(Exact name of registrant as specified in its charter)

California
 
0-21917
 
01-0893376
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
         
2777 North Ontario Street
Burbank, California
     
 
91504
(Address of principal executive offices)
     
(Zip Code)

Registrant’s telephone number, including area code:
(818) 565-1400

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On September 18, 2009, Point.360 issued a press release announcing financial results for the three and twelve month periods ended June 30, 2009.  Included in the press release issued by the Company and furnished herewith as Exhibit 99.1 are certain non-GAAP financial measures.
 
Management of the Company believes such non-GAAP financial measures are useful to investors in assessing the financial condition and results of operations and because they present certain cash flow and balance sheet statistics, and effects of unusual transactions.
 
A copy of the press release follows as Exhibit 99.1.
 
Item 4.02.  NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
 
(a) On September 17, 2009, the Audit Committee of our Board of Directors, upon the recommendation of management and after discussion with our independent registered public firm, Singer Lewak LLP, concluded that the consolidated balance sheets, consolidated statements of income (loss) and consolidated statements of cash flows for the following periods should no longer be relied upon:
 
· 
As of and for the three month period ended September 30, 2008
 
· 
As of and for the three and six month periods ended December 31, 2008.
 
· 
As of and for the three and nine month periods ended March 31, 2009.
 
During the preparation of the June 30, 2009 financial statements, management determined that there were cutoff errors related to the application of the proportional performance method of recognizing revenues for certain contracts.  As a result of the foregoing, the Company intends to file a Form 10-Q/A for each of the above periods to reflect the correction of the errors in these statements.
 
The effect of the correction of the error on previously reported revenue is expected to be as follows:
 
 
Accounting Period
 
Increase (Decrease)
in Reported Revenue
 
         
Three months ended September 30, 2008
  $ 190,000  
Three months ended December 31, 2008
    (277,000 )
Six months ended December 31, 2008
    (87,000 )
Three months ended March 31, 2009
    165,000  
Nine months ended March 31, 2009
    78,000  
 
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
99.1
Press release dated September 18, 2009
 
 
- 2 - -

 
 
SIGNATURE
 
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 hereunto duly authorized.
 
 
   
Point.360
         
September 18, 2009
 
By:  
/s/ Alan R. Steel
     
Name: 
Alan R. Steel
     
Title:
Executive Vice President
       
Finance and Administration
       
Chief Financial Officer
 
 
- 3 - -

 
 
EX-99.1 2 v160737_ex99-1.htm Unassociated Document
 
N E W S  B U L L E T I N
 
 
POINT.360
2777 N. ONTARIO STREET
BURBANK, CA 91504
Nasdaq:  PTSX
 

FOR FURTHER INFORMATION:
 
AT THE COMPANY:
Alan Steel
Executive Vice President
(818) 565-1444




FOR IMMEDIATE RELEASE - BURBANK, CA, September 18, 2009

POINT.360 ANNOUNCES FOURTH QUARTER AND FISCAL 2009 RESULTS

Point.360 (NASDAQ: PTSX), a leading provider of integrated media management services, today announced results for the three and twelve month periods ended June 30, 2009.

Haig S. Bagerdjian, the Company’s Chairman, President and Chief Executive Officer said: “During fiscal 2009, we took significant steps to consolidate facilities and add service capabilities.  We terminated the lease at our Highland location in Hollywood and will move that operation as well as Eden FX to our just-acquired Vine St. (Hollywood) location in the near future. We purchased our Hollywood Way (Burbank) facility.  We acquired two businesses, Video Box Studios and MI Post.  We also changed our information technology infrastructure to enable us to be fully functional in the emerging new media market and to enhance customer and internal security.”

“The costs of these actions are discussed in this news release.  The resulting reported losses and our conservative forecasts in this continuing difficult economic climate were considered in our annual FAS 142 goodwill impairment test as of June 30, 2009, resulting in an impairment charge of $10.0 million.  Excluding the effect of these charges, fiscal 2009 sales, operating income and EBITDA were similar to fiscal 2008.”

Results for the twelve months ended June 30, 2008 reflect the sum of the periods July 1-August 13, 2007 and August 14, 2007 (the date of the spin-off) to June 30, 2008.  Results for the period July 1-August 13, 2007 have been carved out of Old Point.360 for comparative purposes.

Revenues

Revenue for the quarter ended June 30, 2009 totaled $11.0 million compared to $11.4 million in the same quarter last year.  Revenues for the twelve months ended June 30, 2009 were $45.6 million, up 1% from last year.

Gross Margin

In the fourth quarter of fiscal 2009, gross margin was $3.1 million (28% of sales), compared to $3.8 million (34% of sales) in the prior year’s fourth quarter.  For the twelve months ended June 30, 2009, gross margin was $14.8 million (33% of sales) compared to $14.0 million (31% of sales) last year.

Selling, General and Administrative and Other Expenses

For the fourth quarter of fiscal 2009, SG&A expenses were $4.5 million, or 41% of sales, compared to $3.8 million, or 33% of sales in the fourth quarter of last year.  For the twelve months ended June 30, 2009, SG&A expenses were $16.5 million (36% of sales) compared to $15.1 million (32% of sales) last year.

During the quarter ended June 30, 2009, the Company incurred approximately $0.1 million of costs associated with documentation of its internal control processes in anticipation of performing its first management assessment of internal controls for the fiscal year ended June 30, 2009.  Additionally, the Company incurred approximately $0.4 million in lease termination and move costs associated with the relocation of our Highland operation.


 
During the twelve months ended June 30, 2009, the Company incurred approximately $0.4 million of costs associated with the documentation of its internal control processes, $0.4 million of lease termination costs and $0.3 million in consulting fees to improve our information technology infrastructure.

Additionally, in the 2009 periods, we recorded a goodwill impairment of $10 million.

In fiscal 2008, the Company recorded a restructuring charge of $0.5 million related to the August 13, 2007 decision to vacate one of its facilities and certain other reorganization costs.  These charges are shown separately in the consolidated statement of income (loss).

Interest income decreased $0.3 million in fiscal 2009 compared to last year due to lower interest rates and cash balances.  Although rates declined, interest expense increased in the three and twelve month periods because of additional mortgage debt.

Operating Income (Loss)

Operating loss was $11.4 million ($1.4 million before impairment charge) in the fourth quarter of 2009 compared to profit of $0.1 million in last year’s fourth quarter.  Operating loss was $11.6 million ($1.7 million before the impairment charge) in fiscal 2009 compared to a loss of $1.1 million in the same period last year.

Net Income (Loss)

For the fourth quarter of 2009, the Company reported a net loss of $12.2 million ($1.20 per share) compared to a net income of $0.1 million ($0.01 per share) in the same period last year.  In the twelve month period ended June 30, 2009, the Company reported net loss of $12.5 million ($1.20 per share) compared to a loss of $0.9 million ($0.09 per share) last year.
 
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Consolidated Statements of Income (Loss) (unaudited) *

The table below summarizes results for the three and nine month periods ended June 30, 2008 and 2009:

     
   
Three Months Ended
June 30,
   
Year Ended
June 30,
   
2008
   
2009
   
2008
   
2009
Revenues
  $ 11,364,000     $ 10,992,000     $ 45,150,000     $ 45,619,000  
Cost of services
    (7,556,000 )     (7,903,000 )     (31,156,000 )     (30,804,000 )
                                 
Gross profit
    3,808,000       3,089,000       13,994,000       14,815,000  
Selling, general and administrative expense
    (3,752,000 )     (4,507,000 )     (14,611,000 )     (16,475,000 )
Impairment charges
    -       (9,961,000 )     -       (9,961,000 )
Restructuring costs
    -       -       (513,000 )     -  
                                 
Operating income (loss)
    56,000       (11,379,000 )     (1,130,000 )     (11,621,000 )
Interest expense
    (126,000 )     (174,000 )     (553,000 )     (675,000 )
Interest income
    27,000       2,000       348,000       47,000  
Other income (expense)
    -       -       100,000       152,000  
                                 
Income (loss) before income taxes
    (43,000 )     (11,551,000 )     (1,235,000 )     (12,097,000 )
(Provision for) benefit from  income taxes
    132,000       (643,000 )     292,000       (362,000 )
                                 
Net income (loss)
  $ 89,000     $ (12,194,000 )   $ (943,000 )   $ (12,460,000 )
                                 
Earnings (loss) per share:
                               
Basic:
                               
Net income (loss)
  $ 0.01     $ (1.20 )   $ (0.09 )   $ (1.20 )
Weighted average number of shares
    10,553,410       10,166,370       10,553,410       10,357,709  
                                 
Diluted:
                               
Net income (loss)
  $ 0.01     $ (1.20 )   $ (0.09 )   $ (1.20 )
Weighted average number of shares
including the dilutive effect of stock
options
      10,553,410       10,166,370       10,553,410       10,357,709  


Selected Balance Sheet Statistics (unaudited)*

   
June 30,
2008
   
June 30,
2009
 
Working Capital
  $ 16,497,000     $ 10,049,000  
Property and equipment, net
    8,667,000       20,417,000  
Total assets
    42,358,000       37,394,000  
Current portion of long term debt
    1,810,000       2,086,000  
Long-term debt, net of current portion
    2,839,000       10,844,000  
Shareholder’s equity
    30,800,000       18,009,000  

*   The consolidated statements of income (loss) and presentation of balance sheet statistics do not represent the results of operations or the financial position of the Company in accordance with generally accepted accounting principles (GAAP), and are not to be considered as alternatives to the balance sheet, statement of income, operating income, net income or any other GAAP measurements as an indicator of operating performance or financial position.  Not all companies calculate such statistics in the same fashion and, therefore, the statistics may not be comparable to other similarly titled measures of other companies.  Management believes that these computations provide useful information to investors.
 
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About Point.360

Point.360 (PTSX) is a value add service organization specializing in content creation, manipulation and distribution processes integrating complex technologies to solve problems in the life cycle of Rich Media. With seven locations in greater Los Angeles and New York, Point.360 performs high and standard definition audio and video post production, creates virtual effects and archives and distributes physical and electronic Rich Media content worldwide, serving  studios, independent producers, advertising agencies, corporations, non-profit organizations and governmental agencies. Point.360 provides the services necessary to edit, master, reformat and archive clients’ audio and video content, including television programming, feature films and movie trailers. Point.360’s interconnected facilities provide service coverage to all major U.S. media centers.
 
Forward-looking Statements

Certain statements in Point.360 press releases may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements include, without limitation (i) statements concerning the Company’s projected revenues, earnings, cash flow and EBITDA; (ii) statements of the Company’s management relating to the planned focus on internal growth and acquisitions; (iii) statements concerning reduction of facilities and actions to streamline operations; (iv) statements on actions being taken to reduce costs and improve customer service and (v) statements regarding new business and new acquisitions.  Please also refer to the risk factors described in the Company’s SEC filings, including its annual reports on Form 10-K.  Such statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from those expected or anticipated in the forward-looking statements.  In addition to the factors described in the Company’s SEC filings, the following factors, among others, could cause actual results to differ materially from those expressed herein; (a) lower than expected net sales, operating income and earnings; (b) less than expected growth; (c) actions of competitors including business combinations, technological breakthroughs, new product offerings and marketing promotional successes; (d) the risk that anticipated new business may not occur or be delayed; (e) the risk of inefficiencies that could arise due to top level management changes and (f) general economic and political conditions that adversely impact the Company’s customers’ willingness or ability to purchase or pay for services from the Company.  The Company has no responsibility to update forward-looking statements contained herein to reflect events or circumstances occurring after the date of this release.

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