-----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, E09oj98nNvKUhyBzwYhqlvqOI4YQ/Lg5fDU3hHwh6rGQOZ8+6+5MgcMo/yHJ+T39 FSubhyxs5utvuIUkbMQWcg== 0000890163-03-000234.txt : 20031106 0000890163-03-000234.hdr.sgml : 20031106 20031106084037 ACCESSION NUMBER: 0000890163-03-000234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: FILED AS OF DATE: 20031106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC CENTRAL INDEX KEY: 0000847383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 841084061 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23697 FILM NUMBER: 03981010 BUSINESS ADDRESS: STREET 1: 5435 AIRPORT BLVD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034440632 FORMER COMPANY: FORMER CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ DATE OF NAME CHANGE: 19970627 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 8-K 1 s11-4023_8k.txt FORM 8-K 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): November 6, 2003 NEW FRONTIER MEDIA, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 000-23697 84-1084061 ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 7007 Winchester Circle Suite 200 Boulder, Colorado 80301 (303) 444-0900 ------------------------------- (Address and telephone number of principal executive offices) Item 12. Results of Operations and Financial Condition On November 6, 2003, New Frontier Media, Inc., a Colorado corporation (the "Registrant") issued the attached press release that included financial information for the second quarter of fiscal 2004. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K. The information contained in the press release shall not be deemed incorporated by reference into any of the Company's registration statements filed with the Commission. The press release presents EBITDA - - a non-GAAP financial measure. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that exclude amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Registrant has provided a reconciliation within the earnings release of the non-GAAP financial measure to the most directly comparable GAAP financial measure. EBITDA measures the amount of income generated each period by the Registrant that could be used to service debt, pay taxes and fund capital expenditures. It is important to note, however, that EBITDA does not represent cash provided or used by operating activities. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. EBITDA is presented in the press release because the Registrant's management uses this information in evaluating the operating efficiency and overall financial performance of its business. The Registrant's management also believes that this information provides the users of the Registrant's financial statements a valuable insight into its operating results. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. NEW FRONTIER MEDIA, INC. (Registrant) November 6, 2003 By: /S/ MICHAEL WEINER ---------------------------------- Michael Weiner, President 3 EX-99 3 s11-4023_ex99.txt EXHIBIT 99.1 Exhibit 99.1 [Logo] NEW FRONTIER MEDIA For Immediate Release Contact: Karyn L. Miller, Chief Financial Officer (303) 444-0900 x 102 kmiller@noof.com NEW FRONTIER MEDIA REPORTS RECORD SECOND QUARTER RESULTS BOULDER, COLORADO, November 6, 2003 -- New Frontier Media, Inc. (Nasdaq: NOOF), a leader in the electronic distribution of adult entertainment, announced record fiscal 2004 second quarter results for the quarter ended September 30, 2003. The Company reported net income for the quarter of $2.8 million, or $0.14 per share, as compared to a net loss of $1.0 million, or $0.05 per common share for the quarter a year ago. Net revenue for the current year quarter was $10.9 million compared to $9.3 million for the quarter a year ago, representing an increase of 17%. The Company reported EBITDA (earnings before interest, taxes, depreciation and non-content related amortization) of $3.8 million for the quarter ended September 30, 2003, as compared to $0.2 million for the quarter ended September 30, 2002, determined prior to restructuring charges of $72,000 and $142,000, for the quarters ended September 30, 2003 and 2002, respectively, primarily related to the Internet Group. PAY TV The Company's Subscription/PPV TV Group ("Pay TV Group") reported revenue of $10.1 million for the quarter ended September 30, 2003, as compared to $7.1 million for the quarter ended September 30, 2002, which represents an increase of 42%. Of this, revenue from the Pay TV Group's Cable/DBS/Hotel services increased 62% from $5.2 million for the quarter ended September 30, 2002 to $8.4 million for the quarter ended September 30, 2003. This increase in Cable/DBS/Hotel revenue is related to an increase in the distribution of the Pay TV Group's video-on-demand ("VOD") service. The Pay TV Group's VOD service, branded as TEN*On Demand, is now distributed to 8.0 million VOD enabled cable households and 900,000 hotel rooms in the U.S. and Canada. EBITDA for the Pay TV Group was $4.7 million for the quarter ended September 30, 2003, as compared to EBITDA of $1.9 million for the quarter ended September 30, 2002. Operating expenses declined from 30% of net revenue for the quarter ended September 30, 2002 to 19% for the quarter ended September 30, 2003, and overall operating expenses declined 18% from $2.2 million for the quarter ended September 30, 2002 to $1.8 million for the quarter ended September 30, 2003. "We are very pleased to have achieved these second quarter results for our shareholders. VOD has become a strong growth driver for the Company and we continue to lead the adult content market for this service," stated Michael Weiner, President of New Frontier Media, Inc. INTERNET GROUP The Company's Internet Group reported net revenue of $0.8 million for the quarter ended September 30, 2003, as compared to $2.2 million for the quarter ended September 30, 2002, representing a decrease of 64%. Gross margin for the Internet Group increased to 62% for the current year quarter from 55% for the quarter a year ago. EBITDA for the Internet Group was $0.2 million for the quarter ended September 30, 2003 as compared to EBITDA of $0.4 million for the quarter ended September 30, 2002, representing a decrease of 50%. EBITDA was determined before restructuring charges of $72,000 and $142,000 for the quarters ended September 30, 2003 and 2002, respectively. CORPORATE ADMINISTRATION EXPENSES Corporate administration expenses declined to $1.1 million for the quarter ended September 30, 2003 from $2.1 million for the quarter ended September 30, 2002, representing a decrease of 48%. This decline is primarily related to a 93% decrease in legal fees. Legal fees for the quarter a year ago were unusually high as a result of the proxy fight and related litigation. FUTURE OUTLOOK As the Company continues to gain visibility, it is updating its guidance for the fiscal year ending March 31, 2004 as follows: - The Company is updating its revenue guidance from $35 - 40 million to $40 - 43 million - The Company is updating its net income guidance from $5 - 7 million or $0.23 - $0.35 per share to $9.0 - $11.0 million or $0.39 - $0.49 cents per share CONFERENCE CALL INFORMATION New Frontier Media, Inc. will be conducting its conference call and web cast to discuss earnings today at 4:15 p.m. Eastern Time. The participant phone number for the conference call is (800)-218-0204. To participate in the web cast please log on to www.noof.com and click on Investor Relations and then Webcasts & Events. A replay of the conference call will be available for seven days after 5:15 p.m. Eastern Time on November 6th at (800)-405-2236, access code 558509. The replay will also be archived for twelve months on the Corporate web site at www.noof.com. This press release can be found on the Company's corporate web site, www.noof.com, under Investor Relations/News Releases. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on current expectations, estimates and projections made by management. The Company intends for the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", or variations of such words are intended to identify such forward-looking statements. All statements related to the outcome of any contingencies are forward-looking statements. All forward-looking statements made in this press release are made as of the date hereof, and the company assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Please refer to the Company's Form 10-K and other filings with the SEC for additional information regarding risks and uncertainties, including, but not limited to, the risk factors listed from time to time in such SEC reports. Copies of these filings are available through the SEC's electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov. ABOUT NEW FRONTIER MEDIA, INC. New Frontier Media, Inc. is a leading distributor of adult entertainment via electronic platforms. The Company delivers the most extensive lineup of quality programming over the broadest range of electronic means including cable, satellite, Broadband and video-on-demand. The Erotic Networks(TM), the umbrella brand for the Company's subscription and pay television subsidiary, provides pay-per-view, video-on-demand, and subscription TV networks and services to over 54 million cable, DBS (direct broadcast satellite) and C-band households throughout North America. The Erotic Networks(TM) include Pleasure(TM), TEN(TM), TEN*Clips(TM), TEN*Xtsy(TM), TEN*Blue(TM), TEN*BluePlus(TM), TEN*Blox(TM), TEN*Max(TM) and TEN*On Demand(TM). These networks and services represent the widest variety of editing standards available and are programmed without duplication to offer the most extensive selection of adult network programming under a single corporate umbrella. For more information contact Karyn Miller, Chief Financial Officer, at (303) 444-0900, extension 102, and please visit our web site at www.noof.com. Consolidated Operating Results (in '000's except per share amounts)
(UNAUDITED) (UNAUDITED) Quarter Ended Six Months Ended September September 2003 2002 2003 2002 Revenue $10,919 $9,280 $ 20,999 $18,877 Cost of Sales (4,295) (4,487) (8,187) (9,727) ------------ ------------ ------------- ------------ Gross Profit 6,624 4,793 12,812 9,150 Operating Expenses (3,487) (5,489) (7,417) (14,792) ------------ ------------ ------------- ------------ Operating Income (Loss) 3,137 (696) 5,395 (5,642) Other Expense (304) (323) (539) (1,017) ------------ ------------ ------------- ------------ Net Income (Loss) Before Taxes $2,833 ($1,019) $4,856 ($6,659) Provision for income taxes (1) 0 (2) 0 ------------ ------------ ------------- ------------ Net Income (Loss) $2,832 ($1,019) $4,854 ($6,659) ============ ============ ============= ============ Basic Income (Loss) Per Share $0.15 ($0.05) $0.25 ($0.31) ============ ============ ============= ============ Diluted Income (Loss) Per Share $0.14 ($0.05) $0.23 ($0.31) ============ ============ ============= ============ Basic shares outstanding 19,436 21,323 19,584 21,291 ============ ============ ============= ============ Diluted shares outstanding 20,748 21,323 20,767 21,291 ============ ============ ============= ============
Reconciliation of Net Income (Loss) to EBITDA as reported
(UNAUDITED) (UNAUDITED) Quarter Ended Six Months Ended September 30, September 30, 2003 2002 2003 2002 Net Income (Loss) $2,832 ($1,019) $4,854 ($6,659) Adjustments: Dep'n and Amort.(1) 541 764 1,057 1,976 Interest Expense 361 343 671 938 Interest Income (8) (20) (20) (39) Income Taxes 1 0 2 0 Loss on non-cash write off 0 0 0 118 Restructuring/Impair. 72 142 72 3,718 ------------ ------------ ------------- ------------ EBITDA as reported $3,799 $210 $6,636 $52 ============ ============ ============= ============
(1) Amortization excludes amortization of content licenses The Condensed Statement of Operations should be read in conjunction with the Company's Form 10Q, 10-K and other fiilings with the Securities and Exchange Commission. To obtain a copy please contact New Frontier Media, Inc. Consolidated Balance Sheet (in 000s)
(Unaudited) September 30, March 31, 2003 2003 CURRENT ASSETS: Cash and cash equivalents $7,862 $4,264 Accounts receivable, net 6,768 5,680 Prepaid expenses 449 610 Other 287 452 ------------ ------------- TOTAL CURRENT ASSETS 15,366 11,006 ------------ ------------- FURNITURE AND EQUIPMENT, net 3,422 3,951 ------------ ------------- OTHER ASSETS: Prepaid distribution rights, net 12,156 11,520 Goodwill 3,743 3,743 Other identifiable intangible assets, net 485 1,124 Deposits 233 567 Other 766 3,114 ------------ ------------- TOTAL OTHER ASSETS 17,383 20,068 ------------ ------------- TOTAL ASSETS $36,171 $35,025 ============ ============= CURRENT LIABILITIES: Accounts payable $1,719 $2,606 Current portion of capital lease obligations 581 996 Deferred revenue 1,721 2,223 Accrued restructuring expense 1,009 1,304 Note Payable 655 0 Other accrued liabilities 2,037 1,225 ------------ ------------- TOTAL CURRENT LIABILITIES 7,722 8,354 ------------ ------------- LONG TERM LIABILITIES: Obligations under capital lease, net of current portion 323 465 Note Payable, net of current portion 435 0 Redeemable preferred stock 1,698 3,750 ------------ ------------- TOTAL LONG-TERM LIABILITIES 2,456 4,215 ------------ ------------- ------------ ------------- TOTAL LIABILITIES 10,178 12,569 ------------ ------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common stock 2 2 Additional paid-in capital 44,626 45,943 Accumulated deficit (18,635) (23,489) ------------ ------------- TOTAL SHAREHOLDERS' EQUITY 25,993 22,456 ------------ ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $36,171 $35,025 ============ =============
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