8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 3, 2005

New Frontier Media, Inc.

(Exact name of registrant as specified in its charter)

Colorado

(State or Other Jurisdiction of Incorporation)

0-23697	84-1084061
(Commission File Number)	(IRS Employer Identification Number)

7007 Winchester Circle, Suite 200, Boulder, Colorado 80301

(Address of Principal Executive Offices)

(303) 444-0900

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2005, New Frontier Media, Inc., a Colorado corporation (the "Registrant") issued the attached press release that included financial information for its second quarter of fiscal 2006. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K. The information contained in the press release is being furnished to the Commission and shall not be deemed incorporated by reference into any of the Company's registration statements or other filings 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 Press release issued by New Frontier Media, Inc. dated November 3, 2005

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)
Dated: November 3, 2005	By: /s/ Michael Weiner
	Michael Weiner, CEO

EXHIBIT INDEX

Exhibit No.	Exhibits.
-----------	---------
99.1	Press Release issued by New Frontier Media, Inc. dated November 3, 2005

EX-99

Exhibit 99.1

 

For Immediate Release

Contact: Karyn L. Miller, Chief Financial Officer

(303) 444-0900 x 102

kmiller@noof.com

New Frontier Media Reports Second Quarter
Results of $0.11/share

BOULDER, COLORADO, November 3, 2005 -- New Frontier Media, Inc. (Nasdaq: NOOF), a leader in the electronic distribution of adult entertainment, announced its second quarter results of $0.11 per fully diluted share, net of a quarterly tax rate of 36.89%. This compares with $0.13 per fully diluted share, net of a 30.28% quarterly tax rate, for the same quarter a year ago.

The Company reported net revenue for the current year quarter of $11.3 million compared to $12.0 million for the same quarter a year ago, representing a decrease of 6%. Net income for the current year quarter was $2.6 million as compared to net income of $3.1 million for the second quarter a year ago, representing a decrease of 16%.

"Our business continues to perform profitably and we are on track to meet or exceed our full year guidance of $0.39 to $0.43 cents per share," said Michael Weiner, Chief Executive Officer of New Frontier Media.

Pay TV

The Company’s Pay TV Group reported revenue of $10.7 million for the quarter ended September 30, 2005, as compared to $11.3 million for the quarter ended September 30, 2004, which represents a decrease of 5%. Of this, revenue from the Pay TV Group’s pay-per-view (“PPV”) services was flat at $6.0 million for both quarters ended September 30, 2005 and 2004, respectively. Revenue from the Pay TV Group’s video-on-demand (“VOD”) service, provided both to the cable and hotel markets, declined 7% to $4.0 million for the quarter ended September 30, 2005, from $4.3 million for the quarter ended September 30, 2004. Revenue from the Pay TV Group’s C-Band service decreased 30% to $0.7 million for the quarter ended September 30, 2005, from $1.0 million for the quarter ended September 30, 2004.

The Pay TV Group’s PPV revenue increased due to new launches of TEN*Clips and TEN*Blox by a top five cable operator. The increase in revenue from these new launches was offset by two affiliated systems of two different cable operators transitioning adult from their digital PPV platform to VOD only. We do not anticipate that any other cable operators will be transitioning their adult content in this manner in the near future.

The decrease in the Pay TV Group’s VOD revenue is related to increased competition on platforms where the Pay TV Group had previously been the only provider of adult content. Declines in the Pay TV Group’s cable VOD revenue as a result of increased competition was slightly offset by an increase in revenue from new VOD launches during the year.

EBITDA for the Pay TV Group was $5.8 million for the quarter ended September 30, 2005, as compared to EBITDA of $5.9 million for the quarter ended September 30, 2004, representing a decrease of 2%. Gross margin for the Pay TV Group increased to 68% for the quarter ended September 30, 2005 from 66% for the quarter ended September 30, 2004. Operating expenses declined 15% year-over-year for the quarter primarily due to a decrease in brand promotion expenses.

Internet Group

The Company’s Internet Group reported net revenue of $0.6 million for the quarter ended September 30, 2005 as compared to revenue of $0.7 million for the quarter ended September 30, 2004, representing a 14% decline in revenue. EBITDA for the Internet Group was $0.1 million for both quarters ended September 30, 2005 and 2004, respectively.

Corporate Administration Expenses

Corporate administration expenses increased 42% to $1.7 million for the quarter ended September 30, 2005 from $1.2 million for the quarter ended September 30, 2004. This increase is due to legal fees incurred for a lawsuit that went to trial during the current year quarter and to consulting fees. The Company was successful in defending this lawsuit and no additional legal fees related to it are expected in future periods.

Conference Call Information

New Frontier Media, Inc. will be conducting its conference call and web cast to discuss earnings today at 11 a.m. Eastern Time. The participant phone number for the conference call is (800)-366-7417. 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 1 p.m. Eastern Time on November 3, 2005 at (800)-405-2236, access code 11043377#. 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 in this release about meeting or exceeding our full year guidance of $0.39 - $0.43 cents per share or the future outlook related to New Frontier Media andthe outcome of any contingencies are forward-looking statements. 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. 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. 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, wireless and video-on-demand.

The Erotic Networks™, 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 82 million cable, DBS (direct broadcast satellite) and C-band households throughout North America. The Erotic Networks™ include Pleasure™, TEN™, TEN*Clips™, TEN*Xtsy™, TEN*Blue™, TEN*Blox™, TEN*Max™ and TEN*On Demand™. 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 about New Frontier Media, Inc. 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 30,		September 30,
	2005	2004	2005	2004
Revenue	$11,349	$12,026	$ 22,388	$23,502
Cost of Sales	(3,699)	(4,133)	(7,294)	(8,078)
Gross Profit	7,650	7,893	15,094	15,424
Operating Expenses	(3,759)	(3,579)	(7,527)	(7,210)
Operating Income	3,891	4,314	7,567	8,214
Other Income/(Expense)	294	78	496	77
Net Income Before Taxes	$4,185	$4,392	$8,063	$8,291
Provision for income taxes	(1,544)	(1,330)	(2,959)	(2,501)
Net Income	$2,641	$3,062	$5,104	$5,790
Basic Income Per Share	$0.12	$0.14	$0.23	$0.26
Diluted Income Per Share	$0.11	$0.13	$0.22	$0.25
Basic shares outstanding	22,745	22,002	22,675	22,174
Diluted shares outstanding	23,220	22,931	23,165	23,164
Reconciliation of Net Income to EBITDA as reported
	(Unaudited)		(Unaudited)
	Quarter Ended		Six Months Ended
	September 30,		September 30,
	2005	2004	2005	2004
Net Income	$2,641	$3,062	$5,104	$5,790
Adjustments:
Depreciation/Amortization (1)	297	454	646	904
Interest Expense	13	27	29	61
Interest Income	(305)	(81)	(524)	(114)
Income Taxes	1,544	1,330	2,959	2,501
EBITDA as reported	$4,190	$4,792	$8,214	$9,142
(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 filings with the Securities and Exchange Commission.
To obtain a copy please contact New Frontier Media, Inc.

Consolidated Balance Sheet				(Unaudited)	(Audited)
				(in 000s)	(in 000s)
				September 30, 2005	March 31, 2005
CURRENT ASSETS:
	Cash and cash equivalents			$16,568	$18,403
	Marketable Securities			14,662	9,075
	Accounts receivable, net			6,304	8,034
	Prepaid expenses			410	529
	Deferred Tax Asset			286	382
	Income Tax Receivable			0	157
	Other			426	564
		TOTAL CURRENT ASSETS		38,656	37,144
FURNITURE AND EQUIPMENT, net				3,096	3,435
OTHER ASSETS:
	Prepaid distribution rights, net			9,242	9,721
	Marketable Securities			9,617	4,547
	Goodwill			3,743	3,743
	Other identifiable intangible assets, net			17	101
	Other			836	837
		TOTAL OTHER ASSETS		23,455	18,949
TOTAL ASSETS				$65,207	$59,528
CURRENT LIABILITIES:
	Accounts payable			$1,329	$1,868
	Current portion of capital lease obligations			60	154
	Deferred revenue			526	484
	Current portion of notes payable			133	275
	Taxes Payable			525	0
	Accrued Liabilities			2,384	2,871
		TOTAL CURRENT LIABILITIES		4,957	5,652
LONG TERM LIABILITIES:
	Deferred Rent			204	205
	Deferred tax liability			114	5
		TOTAL LONG-TERM LIABILITIES		318	210
			TOTAL LIABILITIES	5,275	5,862
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
	Common stock			2	2
	Additional paid-in capital			56,355	55,173
	Accumulated deficit			3,650	(1,454)
	Other comprehensive income/(loss)			(75)	(55)
		TOTAL SHAREHOLDERS' EQUITY		59,932	53,666
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY				$65,207	$59,528