EX-99.1 2 a06-9284_3ex99d1.htm EX-99

Exhibit 99.1

 

 

 

 

Rainbow National Services LLC and Subsidiaries

Consolidated Financial Statements

March 31, 2006 and 2005

 

 

 

 




 

Rainbow National Services LLC and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2006

 

2005

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

86,877

 

$

148,002

 

Accounts receivable, trade (less allowance for doubtful accounts of $4,485 and $4,150)

 

111,013

 

112,191

 

Accounts receivable-affiliates, net

 

2,555

 

2,106

 

Feature film inventory, net

 

97,661

 

101,584

 

Prepaid expenses and other current assets

 

19,773

 

11,500

 

Deferred tax asset

 

2,232

 

1,738

 

Total current assets

 

320,111

 

377,121

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $29,684 and $28,377

 

19,194

 

9,256

 

Feature film inventory, net

 

362,540

 

355,732

 

Deferred carriage fees, net

 

152,544

 

157,383

 

Deferred financing costs, net of accumulated amortization of $5,239 and $4,433

 

22,257

 

23,063

 

Affiliation agreements, net of accumulated amortization of $285,870 and $274,602

 

311,286

 

322,554

 

Other intangible assets, net of accumulated amortization of $37,056 and $34,395

 

62,395

 

65,056

 

Excess costs over fair value of net assets acquired

 

24,961

 

24,961

 

Other assets

 

16,729

 

16,306

 

 

 

$

1,292,017

 

$

1,351,432

 

LIABILITIES AND MEMBER’S DEFICIENCY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

15,045

 

$

11,841

 

Accrued liabilities:

 

 

 

 

 

Interest

 

10,503

 

29,851

 

Employee related costs

 

3,637

 

4,929

 

Deferred carriage fees payable

 

38,630

 

38,569

 

Other accrued expenses

 

6,128

 

6,954

 

Accounts payable to affiliates, net

 

12,141

 

16,766

 

Feature film rights payable

 

83,132

 

88,176

 

Deferred revenue

 

4,865

 

4,620

 

Capital lease obligations

 

1,638

 

1,592

 

Bank debt

 

6,000

 

6,000

 

Total current liabilities

 

181,719

 

209,298

 

 

 

 

 

 

 

Feature film rights payable

 

337,605

 

328,609

 

Deferred tax liability, net

 

103,000

 

105,517

 

Capital lease obligations

 

11,248

 

 

Senior notes

 

298,274

 

298,207

 

Senior subordinated notes

 

496,719

 

496,621

 

Bank debt

 

588,000

 

589,500

 

Other liabilities

 

40,426

 

39,368

 

Total liabilities

 

2,056,991

 

2,067,120

 

Commitments and contingencies

 

 

 

 

 

Member’s deficiency

 

(764,974

)

(715,688

)

 

 

 

 

 

 

 

 

$

1,292,017

 

$

1,351,432

 

 

See accompanying notes to

 consolidated financial statements.

2




Rainbow National Services LLC and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31, 2006 and 2005

(Dollars in thousands)

(unaudited)

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Revenues, net

 

$

145,642

 

$

135,053

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Technical and operating (excluding depreciation and amortization shown below)

 

45,148

 

35,056

 

Selling, general and administrative

 

44,206

 

37,019

 

Depreciation and amortization

 

15,264

 

15,357

 

 

 

104,618

 

87,432

 

 

 

 

 

 

 

Operating income

 

41,024

 

47,621

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest expense

 

(32,086

)

(29,121

)

Interest income

 

1,579

 

493

 

Miscellaneous, net

 

(8

)

(19

)

 

 

(30,515

)

(28,647

)

 

 

 

 

 

 

Income before income taxes and cumulative effect of a change in accounting principle

 

10,509

 

18,974

 

Income tax expense

 

(4,191

)

(7,182

)

Income before cumulative effect of a change in accounting principle

 

6,318

 

11,792

 

Cumulative effect of a change in accounting principle, net of taxes

 

(121

)

 

Net income

 

$

6,197

 

$

11,792

 

 

See accompanying notes to

 consolidated financial statements.

3




Rainbow National Services LLC and Subsidiaries
CONSOLIDATED STATEMENT OF MEMBER’S DEFICIENCY
Three Months Ended March 31, 2006
(Dollars in thousands)
(unaudited)

 

Balance, December 31, 2005

 

$

(715,688

)

 

 

 

 

Capital distributions

 

(65,000

)

Capital contributions

 

9,517

 

Net income

 

6,197

 

 

 

 

 

Balance, March 31, 2006

 

$

(764,974

)

 

See accompanying notes to
consolidated financial statements.

4




Rainbow National Services LLC and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2006 and 2005
(Dollars in thousands)
(unaudited)

 

 

 

2006

 

2005

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

6,197

 

$

11,792

 

Adjustments to reconcile net income to cash flows from operating activities:

 

 

 

 

 

Depreciation and amortization

 

15,264

 

15,357

 

CSC share-based compensation expense allocations

 

2,608

 

65

 

Cumulative effect of a change in accounting principle, net of taxes

 

121

 

 

Amortization of feature film inventory

 

28,333

 

22,305

 

Amortization of deferred carriage fees

 

4,858

 

3,657

 

Amortization of deferred financing costs and discounts on indebtedness

 

971

 

971

 

Deferred income taxes.

 

(3,011

)

(2,207

)

Changes in assets and liabilities:

 

 

 

 

 

Trade accounts receivable, net

 

1,178

 

1,218

 

Accounts receivable-affiliates, net

 

(449

)

305

 

Prepaid expenses and other assets

 

(8,696

)

4,858

 

Feature film inventory

 

(31,218

)

(8,031

)

Deferred carriage fees

 

(19

)

89

 

Accounts payable and accrued expenses

 

(17,593

)

(30,512

)

Accounts payable-affiliates, net

 

2,135

 

3,211

 

Feature film rights payable

 

3,952

 

(17,631

)

Other long-term liabilities

 

1,353

 

685

 

Net cash provided by operating activities

 

5,984

 

6,132

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(152

)

(36

)

Net cash used in investing activities

 

(152

)

(36

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Capital distributions

 

(65,000

)

 

Repayment of bank debt

 

(1,500

)

 

Principal payments on capital lease obligations

 

(457

)

(413

)

Net cash used in financing activities

 

(66,957

)

(413

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(61,125

)

5,683

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

148,002

 

75,397

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

86,877

 

$

81,080

 

 

See accompanying notes to
consolidated financial statements.

5




Rainbow National Services LLC and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(unaudited)

NOTE 1.                BUSINESS

In July 2004, Cablevision Systems Corporation (“Cablevision”) formed Rainbow National Services LLC (the “Company”). Rainbow Programming Holdings LLC, a wholly owned indirect subsidiary of Cablevision, owns 100% of the membership interests in the Company. The Company is a holding company with no independent operations. Its subsidiaries include entities that principally own nationally distributed 24-hour entertainment services operated as integral parts of Cablevision, including AMC, WE: Women’s Entertainment (“WE”) and The Independent Film Channel (“IFC”). The Company’s consolidated financial statements have been derived from the consolidated financial statements and accounting records of Cablevision and reflect certain assumptions and allocations. The financial position, results of operations and cash flows of the Company could differ from those that might have resulted had the Company been operated autonomously or as an entity independent of Cablevision.

NOTE 2.                BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information as required by the Company’s indentures even though the Company is not a reporting company under the Securities Exchange Act of 1934. Accordingly, these financial statements do not include all the information and notes required for complete financial statements.

The financial statements as of March 31, 2006 and for the three months ended March 31, 2006 and 2005 presented herein are unaudited; however, in the opinion of management, such statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2006.

The interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2005.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Advertising revenue is recognized when commercials are aired in accordance with the broadcast year which ends on the last Sunday on or prior to the last day of each quarter. The three months ended March 31, 2006 and 2005 each include 13 weeks and the 2005 year included 52 weeks. In 2006, the broadcast year will include 53 weeks and the fourth quarter of 2006 will include 14 weeks.

6




Comprehensive income for the three months ended March 31, 2006 and 2005 equals net income for the same periods.

NOTE 3.                CASH FLOWS

For purposes of the consolidated statements of cash flows, the Company considers short-term investments with a maturity at date of purchase of three months or less to be cash equivalents.

During the three months ended March 31, 2006 and 2005, the Company’s non-cash investing and financing activities and other supplemental data were as follows:

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

Deemed distribution to affiliates due to forgiveness of net amounts due to the Company

 

$

 

$

(155,567

)

Deemed contributions, net from affiliate related to income taxes

 

6,716

 

8,988

 

Capital lease obligations

 

11,751

 

180

 

Recontribution and conversion of redeemable preferred membership interests

 

 

350,000

 

 

 

 

 

 

 

Supplemental Data:

 

 

 

 

 

Cash interest paid

 

50,463

 

50,148

 

Income taxes paid, net

 

1,120

 

449

 

 

In March 2005, $155,567 of amounts due from Rainbow Media Holdings LLC were converted to equity and recorded as a deemed capital distribution.

In August 2004, American Movie Classics Company LLC (“AMC LLC”) issued 3.5 million shares of redeemable preferred membership interests with an aggregate liquidation preference of $350,000 to Rainbow Media Holdings LLC, which was recorded as a deemed capital distribution. In March 2005, the redeemable preferred membership interests were recontributed to a wholly-owned subsidiary of the Company and converted back to common membership interests in AMC LLC. The impact of the contribution was to reduce debt by $350,000 and decrease member’s deficiency by the same amount in 2005.

NOTE 4.                RECENTLY ADOPTED ACCOUNTING STANDARDS

Cablevision adopted Financial Accounting Standards Board (“FASB”) Statement No. 123R, Share-Based Payment, on January 1, 2006 using the modified prospective method.  The modified prospective method requires that share-based compensation expense be recorded for the unvested portion of restricted share awards and stock option awards outstanding at December 31, 2005 over the remaining service periods related to such awards, after adjustment for estimated forfeitures, and the consolidated financial statements for the prior periods are not restated to reflect, and do not include, the impact of Statement No. 123R. Cablevision will continue using the Black-Scholes valuation model in determining the fair value of share-based payments. In accordance with the pro forma disclosure requirements of Statement No. 123,

7




Cablevision recognized the majority of the share-based compensation costs using the accelerated attribution method. Subsequent to January 1, 2006, Cablevision will continue to recognize the compensation expense for previously granted share-based awards under the accelerated attribution method and will recognize the compensation expense for new share-based awards on a straight-line basis over the requisite service period. In connection with Cablevision’s adoption of Statement No. 123R, the Company recorded an expense of $121 as a cumulative change in accounting principle, net of taxes of $72, in the Company’s consolidated statement of income for the three months ended March 31, 2006. Share-based compensation allocated to the Company by Cablevision for the three months ended March 31, 2006 and 2005 was $2,608 and $65, respectively, and has been recorded as a component of selling, general and administrative expense and as a capital contribution.

In June 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3. The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. Statement No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. Statement No. 154 requires that a change in method of calculating depreciation, amortization, or depletion for long-lived, non financial assets be accounted for as a change in accounting estimate that is effected by a change in accounting principle. APB Opinion No. 20 previously required that such a change be reported as a change in accounting principle. Statement No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

NOTE 5.                INCOME TAXES

The Company is a single-member limited liability company, wholly-owned by Rainbow Media Enterprises, Inc. (“RME”), a taxable corporation. RME is a wholly-owned indirect subsidiary of Cablevision. As such, the Company is treated as a division of RME and is included in the consolidated income tax return of Cablevision for federal income tax purposes. Accordingly, based upon the provisions of FASB Statement No. 109, Accounting for Income Taxes, the income tax provision is determined on a stand-alone basis as if the Company filed separate consolidated income tax returns for the periods presented herein.

The income tax expense for the three months ended March 31, 2006 and 2005 of $4,191 and $7,182, respectively, differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to the impact of state taxes and non-deductible expenses.

Since there is no tax sharing agreement in place between the Company and Cablevision, current tax liabilities that the Company did not pay directly have been reflected as deemed contributions to the Company’s capital. Such contributions amounted to $6,716 and $8,988 for the three months ended March 31, 2006 and 2005, respectively.

8




NOTE 6.                INTANGIBLE ASSETS

The following table summarizes information relating to the Company’s acquired intangible assets at March 31, 2006 and December 31, 2005:

 

 

 

March 31,
2006

 

December 31,
2005

 

Estimated
Useful Lives

 

 

 

 

 

 

 

 

 

Gross carrying amount of amortizable intangible assets

 

 

 

 

 

 

 

Affiliation agreements

 

$

597,156

 

$

597,156

 

10 years

 

Advertiser relationships

 

90,738

 

90,738

 

7 to 10 years

 

Other intangibles

 

8,713

 

8,713

 

10 years

 

 

 

696,607

 

696,607

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

Affiliation agreements

 

285,870

 

274,602

 

 

 

Advertiser relationships

 

29,133

 

26,670

 

 

 

Other intangibles

 

7,923

 

7,725

 

 

 

 

 

322,926

 

308,997

 

 

 

 

 

 

 

 

 

 

 

Indefinite-lived intangible assets

 

 

 

 

 

 

 

Excess costs over the fair value of net assets acquired

 

24,961

 

24,961

 

 

 

 

 

 

 

 

 

 

 

Total intangible assets, net

 

$

398,642

 

$

412,571

 

 

 

 

 

 

 

 

 

 

 

Aggregate amortization expense

 

 

 

 

 

 

 

Three months ended March 31, 2006 and year ended December 31, 2005

 

$

13,929

 

$

55,718

 

 

 

 

Estimated amortization expense

 

 

 

Year ending December 31, 2006

 

$

55,716

 

Year ending December 31, 2007

 

54,396

 

Year ending December 31, 2008

 

53,796

 

Year ending December 31, 2009

 

52,487

 

Year ending December 31, 2010

 

51,531

 

 

NOTE 7.                LEASES

The Company leases equipment (primarily satellite equipment) under capital leases, which expire in 2006 and 2019. At March 31, 2006 and December 31, 2005, the gross amount of equipment and related accumulated depreciation recorded under these leases were as follows:

 

 

 

March 31,
2006

 

December 31,
2005

 

 

 

 

 

 

 

Origination equipment

 

$

21,868

 

$

10,117

 

Less accumulated depreciation

 

(9,399

)

(9,063

)

 

 

$

12,469

 

$

1,054

 

 

Future minimum capital lease payments as of March 31, 2006 are as follows:

 

2006

 

$

2,284

 

 

9




 

2007

 

1,536

 

2008

 

1,536

 

2009

 

1,536

 

2010

 

1,536

 

Thereafter

 

13,184

 

Total minimum lease payments

 

21,612

 

Less amount representing interest (at 9.3%-10%)

 

8,726

 

Present value of net minimum capital lease payments

 

12,886

 

Less current installments

 

1,638

 

Obligations under capital leases, excluding current installments

 

$

11,248

 

 

NOTE 8.                SEGMENT INFORMATION

The Company classifies its business interests into two reportable segments: AMC Networks (which includes AMC and WE) and IFC. These reportable segments are strategic business units that are managed separately. The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow (defined as operating income (loss) before depreciation and amortization, stock plan income or expense and restructuring charges or credits), a non-GAAP measure. The Company has presented the components that reconcile adjusted operating cash flow to operating income, an accepted GAAP measure. Information as to the operations of the Company’s business segments is set forth below.

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Revenues, net

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

122,320

 

$

115,248

 

IFC

 

23,322

 

19,805

 

Total

 

$

145,642

 

$

135,053

 

 

Reconciliation (by Segment and in Total) of Adjusted Operating Cash Flow to Operating Income

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Adjusted operating cash flow

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

50,850

 

$

57,162

 

IFC

 

8,046

 

5,885

 

RNS Parent

 

 

(4

)

Total

 

$

58,896

 

$

63,043

 

 

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

13,961

 

$

13,944

 

 

 

10




 

IFC

 

1,303

 

1,413

 

Total

 

$

15,264

 

$

15,357

 

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Share-based compensation expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

2,121

 

$

957

 

IFC

 

487

 

(892

)

Total

 

$

2,608

 

$

65

 

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

34,768

 

$

42,261

 

IFC

 

6,256

 

5,364

 

RNS Parent

 

 

(4

)

Total

 

$

41,024

 

$

47,621

 

 

A reconciliation of reportable segment amounts to the Company’s consolidated balances is as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Operating income before income taxes

 

 

 

 

 

 

 

 

 

 

 

Total operating income for reportable segments

 

$

41,024

 

$

47,621

 

Items excluded from operating income:

 

 

 

 

 

Interest expense

 

(32,086

)

(29,121

)

Interest income

 

1,579

 

493

 

Miscellaneous, net

 

(8

)

(19

)

Income before income taxes

 

$

10,509

 

$

18,974

 

 

 

 

March 31,

 

December 31,

 

 

 

2006

 

2005

 

Assets

 

 

 

 

 

AMC Networks

 

$

1,314,541

 

$

1,262,662

 

IFC

 

219,159

 

215,527

 

RNS Parent

 

162,010

 

214,234

 

Deferred tax asset

 

2,232

 

1,738

 

Intersegment eliminations

 

(405,925

)

(342,729

)

 

 

$

1,292,017

 

$

1,351,432

 

 

 

 

 

Three Months Ended
March 31,

 

 

 

2006

 

2005

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

AMC Networks

 

$

64

 

$

15

 

IFC

 

88

 

21

 

Total

 

$

152

 

$

36

 

 

11




 

Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States.

Concentrations of Credit Risk

Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. Cash is invested in bank time deposits offered by financial institutions that have received the highest rating awarded by Standard & Poor’s and Moody’s Investors Service. The Company had three customers that in the aggregate accounted for approximately 37% and 35% of the Company’s consolidated net trade receivable balances at March 31, 2006 and December 31, 2005, respectively, which exposes the Company to a concentration of credit risk. These customers accounted for approximately 39% and 41% of the Company’s net revenues for the three months ended March 31, 2006 and 2005, respectively.

NOTE 9.                LEGAL MATTERS

The Company is subject to various claims in the ordinary course of business. Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the financial position or liquidity of the Company.

Broadcast Music, Inc. Matter

Broadcast Music, Inc. (“BMI”), an organization that licenses the performance of musical compositions of respective members, has alleged that certain of the Company’s subsidiaries require a license to exhibit musical compositions in their respective catalogs. BMI agreed to interim fees based on revenues covering certain periods for certain subsidiaries. These matters were submitted to a Federal Rate Court. The interim fees paid to BMI remain subject to retroactive adjustment until such time as either a final decision is made by the Court or an agreement is reached by the parties.

Accounting Related Investigations

The improper expense recognition matter previously reported by Cablevision has been the subject of investigations by the Securities and Exchange Commission and the U.S. Attorney’s Office for the Eastern District of New York. The Securities and Exchange Commission is continuing to investigate the improper expense recognition matter and Cablevision’s timing of recognition of launch support, marketing and other payments under affiliation agreements.

12




NOTE 10.                                        DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of the Company’s debt instruments are summarized as follows:

 

 

March 31, 2006

 

 

 

Carrying
Amount

 

Estimated
Fair Value

 

Debt instruments:

 

 

 

 

 

Bank debt

 

$

594,000

 

$

594,000

 

Senior notes

 

298,274

 

319,153

 

Senior subordinated notes

 

496,719

 

556,325

 

 

 

$

1,388,993

 

$

1,469,478

 

 

 

 

December 31, 2005

 

 

 

Carrying
Amount

 

Estimated
Fair Value

 

Debt instruments:

 

 

 

 

 

Bank debt

 

$

595,500

 

$

595,500

 

Senior notes

 

298,207

 

316,845

 

Senior subordinated notes

 

496,621

 

553,732

 

 

 

$

1,390,328

 

$

1,466,077

 

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

13