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OpenTV Reports Positive Cash Flow for 2005 and First Profitable Quarter

     - 2005 Revenues up 12% to $86.4 million

     - Operating Cash Flow improves by $18.5 million to positive $2.4 million
       for Full Year

     - Fourth Quarter Net Income of $2.9 million reflects $9.2 million swing
       from $6.3 million Net Loss in 2004 Fourth Quarter

    SAN FRANCISCO, March 14 /PRNewswire-FirstCall/ -- OpenTV (Nasdaq: OPTV), a
leading provider of enabling technologies for advanced digital television
services, today announced its financial results for the quarter and year ended
December 31, 2005.
    "We concluded the year by reporting positive operating cash flow for the
full year and positive Adjusted EBITDA, before unusual items, and net income
in the fourth quarter -- the first time we have achieved those important
financial milestones in our company's history," said OpenTV's Chairman and
Chief Executive Officer, James A. Chiddix. "In addition, we achieved full-year
revenue growth of 12%, driven by continued strong performance in our
middleware segment and improvements in our applications segment.  Looking
ahead, we are excited about the direction our company is heading.  Our recent
deal with India's Essel Group further strengthens an already globally-focused
business. Our product portfolio and software solutions are world-class and our
financial position remains strong. We are confident that we can build on the
foundation we've established and think that we are well-positioned to deliver
improved performance heading into 2006."

    Key Operating Measures

    USD Millions    Three       Three    Change   Twelve    Twelve  Change
                    months      months             months    months
                    ended       ended              ended     ended
                    December   December         December  December
                    31, 2005   31, 2004         31, 2005  31, 2004

    Revenues         $23.2m     $24.1m     -4%    $86.4m    $77.2m    12%
    Adjusted EBITDA,
     before unusual
     items            $0.8m    $(2.1)m   $2.9m   $(0.8)m  $(14.1)m    $13.3m
    Cash, Cash
     Equivalents and
     Marketable Debt
     Securities                                   $64.5m    $63.0m   $1.5m


    Full-Year 2005 Results
    For the year ended December 31, 2005, revenues were $86.4 million, 12%
higher than revenues of $77.2 million in 2004.  Royalties and licenses for
2005 increased 13% to $55.1 million.  Services and other revenue for 2005
increased 11% to $31.3 million.  Adjusted EBITDA, before unusual items,
improved to a loss of $0.8 million for 2005, compared to a loss of $14.1
million in 2004.  Adjusted EBITDA, before unusual items, is a non-GAAP
financial measure. Reconciliations of the differences between this non-GAAP
financial measure and net loss, which is the most directly comparable GAAP
financial measure, are included at the end of this press release. Additional
information regarding the derivation of Adjusted EBITDA and a statement of the
relevance to management of this information and its possible usefulness to
investors is also included in this release.
    Net loss for the year was $8.5 million, or $0.07 per share, compared to a
net loss of $22 million, or $0.18 per share, in 2004.
    Cash flow from operations was $2.4 million for 2005, an improvement of
$18.5 million from 2004.
    As of December 31, 2005, the company had deferred revenue of $23.6 million
compared with $17.1 million at the end of 2004.
    As of December 31, 2005, OpenTV had cash, cash equivalents and short and
long-term marketable debt securities totaling $64.5 million compared to $63.0
million as of December 31, 2004.

    Fourth Quarter 2005
    For the quarter ended December 31, 2005, revenues were $23.2 million, 4%
lower than revenues of $24.1 million for the fourth quarter of 2004. Adjusted
EBITDA, before unusual items, improved to a gain of $0.8 million for the
quarter ended December 31, 2005, compared to a loss of $2.1 million for the
fourth quarter of 2004.
    Net income for the fourth quarter of 2005 was $2.9 million, or $0.02 per
share, compared to a net loss of $6.3 million, or $0.05 per share, for the
fourth quarter of 2004. Net income in the fourth quarter of 2005 included a
gain of $3.1 million related to the sale of a cost investment in a private
company.

    Segment Information

      Revenues

      -- For the full-year, Middleware and Integrated Technologies revenues
         increased by 8% to $68.3 million.  In the fourth quarter of 2005,
         Middleware and Integrated Technologies revenues were $17.6 million
         compared to $20.4 million for the same period in the prior year.
      -- For the full year, Applications revenues increased by 17% to 14.1
         million. In the fourth quarter of 2005, Applications revenues were
         $4.7 million compared to $2.9 million for the same period in the
         prior year.
      -- For the full year, BettingCorp revenues increased by 100% to $4.0
         million. In the fourth quarter of 2005, BettingCorp revenues were
         $0.9 million compared to $0.8 million for the same period in the
         prior year.

      Contribution Margin

      -- For the full-year, Middleware and Integrated Technologies
         contribution margin increased by $2.5 million to $28.8 million.  For
         the fourth quarter, Middleware and Integrated Technologies
         contribution margin decreased by $1.2 million to $7.4 million.
      -- For the full year, Applications contribution margin improved by $2.4
         million to a loss of $4.4 million.  For the fourth quarter,
         Applications contribution margin improved by $1.9 million to a loss
         of $0.5 million.
      -- For the full year, BettingCorp contribution margin decreased by $0.3
         million to a loss of $4.8 million.  For the fourth quarter,
         BettingCorp contribution margin decreased by $0.1 million to a loss
         of $1.3 million.

    For 2005, total contribution margin from our operating segments improved
to $19.6 million, compared to $15.0 million in 2004.  Unallocated corporate
overhead was $20.4 million in 2005, $8.7 million less than unallocated
corporate overhead of $29.1 million in 2004. For the fourth quarter, total
contribution margin improved to $5.6 million, compared to $5.0 million for the
same period in the prior year.  Unallocated corporate overhead was reduced by
$2.3 million for the fourth quarter compared to the prior year period,
reflecting improved cost controls.
    OpenTV also reported today that it is working with its independent
auditors to complete its Annual Report on Form 10-K for the period ended
December 31, 2005, which will include the financial information presented in
this release.  As of today, the Company continues to evaluate its internal
control over financial reporting, as required by Section 404 of the Sarbanes-
Oxley Act of 2002, and continues to assess the nature of deficiencies
identified.  Based on the status of that evaluation, and discussions with the
company's independent auditors, the company cannot be certain that it will be
able to file its Form 10-K on Thursday, March 16, the filing date for
accelerated filers.  As a result, the company anticipates that it may file an
extension notification with the SEC in accordance with Rule 12b-25, which
would extend the filing deadline for the Form 10-K until March 31. The company
does not believe that the results of this evaluation will have any material
effect on the financial information presented in this release.

    Conference Call Details
    OpenTV will conduct a conference call to discuss the Company's fourth
quarter and year-end 2005 financial results. The details of the call are as
follows:

     Date and Time:                     Tuesday, March 14, 2006 at 2 p.m. PT
     Dial-in Number US:                 866-700-7101
     Dial-in Number International:      617-213-8837
     Pass Code:                         56079617
     Replay Number US:                  888-286-8010
     Replay Number International:       617-801-6888
     Pass Code:                         49436845

    The conference call replay will be available from Tuesday, March 14, 2006
at 4 p.m. PT through Tuesday, March 21, 2005, until 4 p.m. PT on the Investor
Relations section of the OpenTV website at http://www.opentv.com.

    About Segment Information
    Because Segments reflect the manner in which management reviews our
business, they necessarily involve judgments that management believes are
reasonable in light of the circumstances under which they are made. These
judgments may change over time or may be modified to reflect new facts or
circumstances. Segments may also be changed or modified to reflect
technologies and applications that are newly created, or that change over
time, or other business conditions that evolve, each of which may result in
reassessing specific Segments and the elements included within each of those
Segments and the methodologies that management uses to assess its performance.
    In addition to reviewing the company's Segments by revenues, management
also reviews and assesses the "contribution margin" of each of these Segments,
which is not a GAAP financial measure.

    Non-GAAP Financial Measures
    "EBITDA" is an acronym for earnings before interest, taxes, depreciation
and amortization. Adjusted EBITDA, as used in this release, removes from
EBITDA the effects of amortization of intangible assets, other income and
expense, and minority interest. "Adjusted EBITDA before unusual items" removes
from Adjusted EBITDA the effects of contract amendments that mitigated
potential loss positions and restructuring costs.
    The company defines "contribution margin," for these purposes, as segment
revenues less related direct or indirectly allocable costs, including
headcount and headcount-related overhead costs, consulting and subcontractor
costs, travel, marketing and network infrastructure and bandwidth costs.
Contribution margin excludes unallocated corporate overhead, interest, taxes,
depreciation and amortization, amortization of intangible assets, share-based
compensation, impairment of goodwill, impairment of intangibles, other income,
minority interest, restructuring provisions, and unusual items such as
contract amendments that mitigated potential loss positions. Contribution
margin does not take into account substantial costs of doing business, such as
unallocated corporate overhead costs, income tax and interest. Management
believes that segment contribution margin is a helpful measure in evaluating
operational performance for our company. Unallocated corporate overhead costs
include headcount and headcount-related overhead costs, consulting and
subcontractor costs, travel, legal and audit costs not considered directly
allocable to individual business segments. While the company may consider
"contribution margin" to be an important measure of comparative operating
performance, this measure should be considered in addition to, but not as a
substitute for, loss from operations, net loss, cash flow used in operating
activities and other measures of financial performance prepared in accordance
with accounting principles generally accepted in the United States that are
otherwise presented in our financial statements. In addition, the company's
calculation of "contribution margin" may be different from the calculation
used by other companies and, therefore, comparability may be affected.
    The company believes Adjusted EBITDA before unusual items and contribution
margin, as it relates to Adjusted EBITDA, to be relevant and useful
information for an investor because they are some of the principal measures
used by OpenTV's management to assess the financial performance of its
business. Management believes that certain non-GAAP measures, when presented
in conjunction with comparable GAAP measures, may be useful in that they
provide an investor with some of the same information used by OpenTV's
management in assessing its business. OpenTV's management believes that both
Adjusted EBITDA before unusual items and contribution margin are meaningful
measures and are superior to other available GAAP measures because each
measure represents a transparent view of OpenTV's recurring operating
performance and allows management to readily view operating trends, perform
analytical comparisons and benchmarking between segments and identify
strategies to improve operating performance. While OpenTV's management may
consider Adjusted EBITDA before unusual items and contribution margin to be
important measures of comparative operating performance, they should be
considered in addition to, but not as a substitute for, loss from operations,
net loss, cash flow and other measures of financial performance prepared in
accordance with accounting principles generally accepted in the United States
that are presented in the financial statements included in this press release.
Additionally, OpenTV's calculation of Adjusted EBITDA before unusual items and
contribution margin may be different from the calculation used by other
companies and, therefore, comparability may be affected. OpenTV reconciles
Adjusted EBITDA before unusual items and each reportable segment's
contribution margin to its consolidated net loss as presented in the
accompanying financial exhibits, because OpenTV believes consolidated net loss
is the most directly comparable financial measure.
    While OpenTV believes that the presentation regarding non-GAAP financial
measures in this press release complies with the rules and guidance of the
SEC, it can give no assurance that it will be able to provide the same or
comparable measures in future press releases or announcements. OpenTV may, in
the future, determine to present non-GAAP financial measures other than
"Adjusted EBITDA before unusual items," "Adjusted EBITDA" or "contribution
margin," together with comparable GAAP measures, that it believes may be
useful to investors. Any such determinations will be made with the intention
of providing the most useful information to investors and will reflect the
information used by OpenTV's management in assessing its business, which may
change from time to time.

    Cautionary Language Regarding Forward-Looking Information
    The foregoing information contains certain "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform
Act of 1995. These statements are based on management's current expectations
and are subject to uncertainty and changes in circumstances. Actual results
may differ materially from these expectations due to changes in political,
economic, business, competitive, market and regulatory factors. In particular,
factors that could cause our actual results to differ include risks related
to:  market acceptance of interactive television services and applications
such as ours; delays in the development or introduction of new applications
and versions of our service; technical difficulties with networks or operating
systems; our ability to manage our resources effectively; changes in
technologies that affect the television industry; and the protection of our
proprietary information. These and other risks are more fully described in our
periodic reports and registration statements filed with the Securities and
Exchange Commission and can be obtained online at the Commission's web site at
http://www.sec.gov . Readers should consider the information contained in this
release together with other publicly available information about our company
for a more informed overview of our company. We disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

    About OpenTV
    OpenTV is one of the world's leading providers of technologies and
services enabling the delivery of digital and interactive television. The
company's software has been deployed in over 63 million digital set-top-boxes
through 36 network operators in 96 countries. The software enables enhanced
television, interactive shopping, interactive and addressable advertising,
games and gaming, personal video recording, and a variety of consumer care and
communication applications. For more information, please visit http://www.opentv.com.


                                 OPENTV CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

                                                December 31,      December 31,
                                                    2005              2004

                   ASSETS
    Current assets:
         Cash and cash equivalents                 $47,229           $35,660
         Short-term marketable debt
          securities                                 9,030             1,986
         Accounts receivable, net of
          allowance for doubtful accounts
          of $305 and $559 at December 31,
          2005 and 2004, respectively               16,873            17,797
         Prepaid expenses and other
          current assets                             4,794             3,073
              Total current assets                  77,926            58,516

    Long-term marketable debt securities             8,213            25,374
    Property and equipment, net                      5,863             6,858
    Goodwill                                        80,124            70,466
    Intangible assets, net                          27,150            25,108
    Other assets                                     3,776             6,089
              Total assets                        $203,052          $192,411

            LIABILITIES, MINORITY INTEREST AND
            SHAREHOLDERS' EQUITY
    Current liabilities:
         Accounts payable                           $4,361            $3,870
         Accrued liabilities                        18,568            22,363
         Accrued restructuring                       1,931             1,394
         Due to Liberty Media                          182               388
         Current portion of deferred
          revenue                                   14,349            10,520
              Total current liabilities             39,391            38,535

    Long-term liabilities:
         Deferred rent                               1,404             1,553
         Deferred revenue                            9,222             6,563
              Total long-term liabilities           10,626             8,116

              Total liabilities                     50,017            46,651

    Commitments and contingencies

    Minority interest                                  523               585

    Shareholders' equity:
       Class A ordinary shares, no par
        value, 500,000,000 shares authorized;
        98,105,119 and 91,552,293 shares issued
        and outstanding, including treasury
        shares, at December 31, 2005 and 2004,
        respectively                             2,230,398         2,213,951
       Class B ordinary shares, no par
        value, 200,000,000 shares
        authorized; 30,631,746 shares issued
        and outstanding                             35,953            35,953
       Additional paid-in capital                  470,596           470,453
       Treasury shares at cost, 76,327
        shares                                         (38)              (38)
       Deferred share-based compensation                (2)              (10)
       Accumulated other comprehensive income         (265)              523
       Accumulated deficit                      (2,584,130)       (2,575,657)
             Total shareholders' equity            152,512           145,175
    Total liabilities, minority interest
     and shareholders' equity                     $203,052          $192,411


                                   OPENTV CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except share and per share amounts)

                               Three Months Ended
                                  December 31,         Year Ended December 31,
                                2005         2004         2005         2004
                                   (Unaudited)
    Revenues:
       Royalties and
        licenses               $14,876      $17,681      $55,083      $48,857
       Services and other        8,336        6,416       31,310       28,312
                                23,212       24,097       86,393       77,169
    Operating expenses:
       Cost of revenues          8,994       11,892       33,815       39,264
       NASCAR amendment             --           --           --       (4,600)
       Research and
        development              9,274        8,509       33,903       29,753
       Sales and
        marketing                2,090        3,882       11,448       15,103
       General and
        administrative           4,138        3,993       15,904       17,876
       Restructuring and
        impairment costs            --        1,985        2,545          893
       Amortization of
        intangible assets          522          398        1,738        3,506
          Total operating
           expenses             25,018       30,659       99,353      101,795

    Loss from operations        (1,806)      (6,562)     (12,960)     (24,626)
    Interest income                515          247        1,678          858
    Other income /
     (expense), net              3,526          (37)       3,823          499
    Minority interest                9          296           62          490

          Loss before
           income taxes          2,244       (6,056)      (7,397)     (22,779)
    Income tax benefit  /
     (expense)                     660         (244)      (1,076)         817
          Net loss              $2,904      $(6,300)     $(8,473)    $(21,962)

    Net profit / (loss)
     per share, basic and
     diluted:                    $0.02       $(0.05)      $(0.07)      $(0.18)

    Shares used in per
     share calculation,
     basic                 128,659,079  121,980,908  124,812,584  121,308,965

    Shares used in per
     share calculation,
     diluted               137,508,887  121,980,908  124,812,584  121,308,965


                                   OPENTV CORP.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In thousands)

                                                     Year Ended December 31,
                                                     2005              2004

    Cash flows provided from / (used in)
     operating activities:
    Net loss                                       $(8,473)          $(21,962)
    Adjustments to reconcile net loss to
     net cash provided from / (used in)
     operating activities:
         Depreciation and amortization of
          property and equipment                     3,843              5,941
         Amortization of intangible
          assets                                     5,758              8,228
         Amortization of share-based
          compensation                                   8                 26
         Non-cash employee compensation                151              1,089
        (Reduction in) / provision for
         doubtful accounts                            (142)              (187)
         Non-cash impairment costs                     602              1,020
         Gain on sale of cost investment            (3,126)                --
         Minority interest                             (62)              (490)
         Changes in operating assets and
          liabilities:
              Accounts receivable                    1,066             (5,327)
              Prepaid expenses and other
               current assets                       (1,147)             1,024
              Other assets                          (1,938)             7,289
              Accounts payable                         491             (1,948)
              Accrued liabilities and
               deferred rent                        (1,037)            (6,273)
              Accrued restructuring                    537             (6,395)
              Due to Liberty Media                    (206)              (242)
              Deferred revenue                       6,038              2,033
              Net cash provided from /
               (used in) operating
               activities                            2,363            (16,174)

    Cash flows provided from investing
     activities:
    Purchase of property and equipment              (3,075)            (2,070)
    Cash provided from / (used in)
     acquisitions, net of cash acquired             (4,199)             4,078
    Proceeds from sale of cost investment            7,126                 --
    Proceeds from sale of marketable debt
     securities                                     40,155             22,541
    Purchase of marketable debt
     securities                                    (30,035)           (24,267)
    Private equity investments                        (300)                --
             Net cash provided from
              investing activities                   9,672                282

    Cash flows provided from financing
     activities:
    Proceeds from issuance of ordinary
     shares                                            183              3,464
              Net cash provided from
               financing activities                    183              3,464

    Effect of exchange rate changes on
     cash and cash equivalents                        (649)               341

    Net increase / (decrease) in cash and
     cash equivalents                               11,569            (12,087)

    Cash and cash equivalents, beginning
     of year                                        35,660             47,747

    Cash and cash equivalents, end of
     year                                          $47,229            $35,660

    Supplemental disclosure of cash flow
     information:
    Cash received / (paid) for income
     taxes                                         $(1,088)             $(451)

    Non-cash investing and financing
     activities
    Value of bonus shares issued to
     employees                                      $3,180             $1,731
    Value of shares issued in connection
     with acquisition of CAM Systems               $13,050                $--


                                 OPENTV CORP.
                             SEGMENT INFORMATION
                                (In millions)

                                          Three Months Ended     Year Ended
                                              December 31,      December 31,
                                             2005     2004     2005      2004
                                              (Unaudited)
    Revenues:
    Middleware and Integrated
     Technologies                           $17.6    $20.4    $68.3     $63.1
    Applications                              4.7      2.9     14.1      12.1
    BettingCorp                               0.9      0.8      4.0       2.0

    Total Revenue                            23.2     24.1     86.4      77.2

    Contribution Margin:
    Middleware and Integrated
     Technologies                             7.4      8.6     28.8      26.3
    Applications                             (0.5)    (2.4)    (4.4)     (6.8)
    BettingCorp                              (1.3)    (1.2)    (4.8)     (4.5)

    Total Contribution Margin                 5.6      5.0     19.6      15.0

    Unallocated corporate overhead           (4.8)    (7.1)   (20.4)    (29.1)

    Adjusted EBITDA before unusual items      0.8     (2.1)    (0.8)    (14.1)

    NASCAR amendment                           --       --       --       4.6
    Restructuring costs                        --     (2.0)    (2.6)     (0.9)

    Adjusted EBITDA                           0.8     (4.1)    (3.4)    (10.4)

    Depreciation and amortization            (0.8)    (1.1)    (3.8)     (5.9)
    Amortization of intangible assets        (1.8)    (1.3)    (5.8)     (8.2)
    Interest income                           0.5      0.2      1.7       0.8
    Other income / (expense)                  3.5       --      3.8       0.5
    Minority interest                          --      0.2      0.1       0.5

    Loss before income taxes                  2.2     (6.1)    (7.4)    (22.7)
    Income tax benefit / (expense)            0.7     (0.2)    (1.1)      0.8

    Net gain / (loss)                        $2.9    $(6.3)   $(8.5)   $(21.9)



SOURCE OpenTV Corp.




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  • http://www.opentv.com
    CONTACT:
    investors, John Buckley,
    buckley@braincomm.com, or Brad Edwards, edwards@braincomm.com,
    both of Brainerd Communicators, +1-212-986-6667, or media, Ray
    Yeung, yeung@braincomm.com, or Olga Shmuklyer,
    shmuklyer@braincomm.com, both of Brainerd Communicators,
    +1-212-986-6667, all for OpenTV