OpenTV Reports Third Quarter 2009 Results

November 3, 2009 4:11 PM EST

SAN FRANCISCO--(BUSINESS WIRE)-- OpenTV Corp. (NASDAQ: OPTV), a leading software and technology provider of advanced digital television solutions, today announced financial results for its third quarter ended September 30, 2009.

"OpenTV's third quarter results demonstrate solid operational improvements achieved in what is still a challenging global economic environment," said Ben Bennett, OpenTV's Chief Executive Officer. "The company is focused on building and delivering its suite of next generation products, which are critical for our long-term success. We remain on track to achieve our full year 2009 financial guidance."

Key Operating Measures


             Three      Three months          Nine months  Nine months
USD          months     ended                 ended        ended
Millions     ended      Sept. 30,     Change  Sept. 30,    Sept. 30,    Change
             Sept. 30,  2008                  2009         2008
             2009

Revenues     $31.8m     $26.9m        18.2%   $88.8m       $87.5m       1.5%

Net Income   $2.6m      $1.0m         $1.6m   $5.5m        $7.3m        $(1.8)m

Adjusted
EBITDA
before       $4.4m      $3.7m         $0.7m   $12.5m       $13.7m       $(1.2)m
unusual
items

Cash, Cash
Equivalents
and          $113.8m    $98.7m        15.3%   $113.8m      $98.7m       15.3%
Marketable
Debt
Securities



Third Quarter 2009 Results

For the quarter ended September 30, 2009, revenues were $31.8 million, an increase of 18% compared to $26.9 million for the third quarter of 2008. Royalties and licenses revenues increased 25.5% to $20.7 million. Services and other revenues increased 7% to $11.1 million. Adjusted EBITDA, before unusual items, increased to $4.4 million for the quarter ended September 30, 2009, compared to $3.7 million for the third quarter of 2008.

Net income for the third quarter of 2009 was $2.6 million, or $0.02 per share, compared to $1.0 million, or $0.01 per share, for the third quarter of 2008.

Cash flow from operations was $4.0 million in the third quarter of 2009, compared to cash flow from operations of $0.3 million in the comparable 2008 period.

As of September 30, 2009, the Company had a balance of $39.0 million in deferred revenue, compared to $33.2 million as of December 31, 2008.

As of September 30, 2009, the Company had cash, cash equivalents and short and long-term marketable debt securities totaling $113.8 million, compared to $102.8 million as of December 31, 2008.

Segment Information

Revenues

    --  In the third quarter of 2009, revenues from the Middleware Solutions
        segment were $28.9 million, compared to $23.9 million for the same
        period in the prior year.
    --  In the third quarter of 2009, revenues from the Advertising Solutions
        segment were $2.9 million, compared to $3.0 million for the same period
        in the prior year.

Contribution Margin

    --  In the third quarter of 2009, Middleware Solutions' contribution margin
        was $11.6 million, compared to $9.3 million for the same period in the
        prior year.
    --  In the third quarter of 2009, Advertising Solutions' contribution margin
        was $0.2 million, compared to $(0.1) million for the same period in the
        prior year.

For the third quarter of 2009, total contribution margin from the Company's operating segments was $11.8 million, compared to $9.2 million in the third quarter of 2008. Unallocated corporate overhead was $7.4 million in the third quarter of 2009, compared to unallocated corporate overhead of $5.5 million in the third quarter of 2008.

Adjusted EBITDA before unusual items and contribution margin are non-GAAP financial measures. Reconciliations of the differences between these non-GAAP financial measures and net income, 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 contribution margin and a statement of the relevance to management of this information and its possible usefulness to investors are also included at the end of this release and on the investor relations page of our Web site located at www.opentv.com.

Summary of Other Recent Announcements

The following is a summary of key press releases since the Company's last earnings release:

    --  OpenTV extended its partnership with longstanding customer BSkyB and
        commenced work on a proof of concept which could lead to the deployment
        of OpenTV Core3(TM). As part of the arrangement, BSkyB also licensed
        OpenTV's intellectual property rights to support ongoing development of
        the company's digital television platform.
    --  OpenTV won "Best Graphic and Design" at the AFDESI awards for OpenTV
        Core nX(TM), its advanced user interface. In addition, Dishtv, India's
        leading direct-to-home operator, won AFDESI's "New Entrant" award for
        its Dish ACTIVE portal, which is powered by OpenTV middleware.
    --  Digiturk, a leading Turkish direct-to-home network operator, launched
        video-on-demand and high-definition personal video recording solutions
        through an innovative partnership with OpenTV, Irdeto, Pace and
        TeleIDEA. Digiturk is deploying advanced digital video offerings to its
        customers, including push and subscription video on demand (P/S-VOD)
        with high-definition personal video recording (HD PVR) functionalities.
        This is one of the first P/S-VOD offerings to be launched in a satellite
        environment and one of the most innovative solutions in the region.
    --  OpenTV announced OpenTV Core3, a pioneering approach to the delivery of
        advanced television services. Engineered to enable technology choice by
        operators, OpenTV Core3 combines a top-to-bottom open architecture with
        a unique design that simplifies the integration and deployment of
        everything from complex user interfaces to consumer services and
        application widgets.
    --  OpenTV announced that it is licensing its suite of application
        development tools to the developer community at no charge. The OpenTV
        SDK Development Suite is an integrated interactive application
        development environment for OpenTV middleware that allows developers to
        create applications for interactive television using the complete
        functionality of an OpenTV-enabled set-top box.
    --  OpenTV announced that it will open its TV measurement platform allowing
        the developer community, data analysis partners and other service
        providers to integrate with OpenTV's measurement solution more easily,
        and foster the creation of next generation set-top-box services with
        enhanced personalization features, such as addressable and interactive
        advertising, content addressability, and other value-added services.
    --  OpenTV announced that EclipsePlus(TM), its campaign management
        technology, went live at Suddenlink Media, the advertising division of
        Suddenlink Communications, a leading US operator of cable broadband
        systems. OpenTV EclipsePlus will manage all of Suddenlink's local ad
        sales operations for the operator's Central and Western U.S. ad sales
        divisions.

Conference Call Details

OpenTV will conduct a conference call to discuss the Company's financial results for the quarter ended September 30, 2009. The details of the call are as follows:


Date and Time:                 Tuesday, November 3, 2009, at 5:00pm ET / 2:00pm
                               PT

Dial-in Number US:             866.770.7120

Dial-in Number International:  617.213.8065

Passcode:                      47 09 93 83

Participants:                  Ben Bennett, Chief Executive Officer

                               Shum Mukherjee, Chief Financial Officer

                               Mark Beariault, General Counsel



The Company will also make available on the Investor Relations section of its Web site a slide presentation in PDF format containing additional information about the Company that may be discussed on the conference call.

The conference call replay will be available from November 3, 2009 at 5:00pm PT / 8:00pm ET through November 10, 2009 at 11:59pm PT / 2:59am ET (next day).


Replay Number US:             888.286.8010

Replay Number International:  617.801.6888

Passcode:                     34 21 04 43



About Segment Information

Because our business 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 from time to time to reflect technologies and applications that are newly created or that have changed, or other business conditions that evolve, each of which may result in management reassessing specific segments, the elements included therein and the methodologies used to assess segment performance.

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, share-based compensation expense, 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.

"Contribution margin," as used in this release, is defined by the company as segment revenues less related direct or indirect 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 support, interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, noncontrolling interest, restructuring provisions, and unusual items such as contract amendments that mitigated potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account the substantial cost of doing business.

Management believes that "Adjusted EBITDA before unusual items" and "contribution margin" are relevant and useful measures, when considered in conjunction with the comparable GAAP measures, for use by investors in evaluating the operational performance of the company. They are some of the principal measures used by OpenTV's management to assess the financial performance of its business. OpenTV's management believes that both Adjusted EBITDA before unusual items and contribution margin provide meaningful information 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, profit from operations, net income, 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 reported segment's contribution margin to its consolidated net income as presented in the accompanying financial statements, because OpenTV believes consolidated net income is the most directly comparable financial measure presented in accordance with GAAP.

While OpenTV believes that the presentation of non-GAAP financial measures contained 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, present non-GAAP financial measures other than "Adjusted EBITDA before unusual items," "Adjusted EBITDA" and "contribution margin" 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

This press release 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: delays in the development or introduction of new versions of our products; technical difficulties with networks or operating systems; deterioration of worldwide economic conditions and the potential impact of such conditions on our customer's purchasing and investment decisions; our ability to manage our resources effectively; changes in technologies that affect the television industry; and the protection of our intellectual property rights. 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 advanced digital television solutions dedicated to creating and delivering compelling viewing experiences to consumers of digital content worldwide. The company's software has been integrated in more than 138 million devices around the world, and enables enhanced program guides, video-on-demand, personal video recording, interactive and addressable advertising, and a variety of enhanced television applications. For more information, please visit www.opentv.com.


OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

                                                 September 30,   December 31,

                                                 2009            2008 *

ASSETS

Current assets:

 Cash and cash equivalents                       $ 78,016        $ 93,887

 Short-term marketable debt securities             30,833          7,768

 Accounts receivable, net of allowance for
 doubtful accounts of $926 and $1,076 at           30,289          27,275
 September 30, 2009 and December 31, 2008,
 respectively

 Prepaid expenses and other current assets         5,530           4,628

 Total current assets                              144,668         133,558

Long-term marketable debt securities               4,995           1,178

Property and equipment, net                        7,824           7,974

Goodwill                                           95,443          95,250

Intangible assets, net                             7,505           8,519

Other assets                                       2,761           2,471

 Total assets                                    $ 263,196       $ 248,950

LIABILITIES AND EQUITY

Current liabilities:

 Accounts payable                                $ 2,649         $ 2,287

 Accrued liabilities                               18,639          17,602

 Accrued restructuring                             325             238

 Deferred revenue                                  23,315          16,130

 Total current liabilities                         44,928          36,257

Accrued liabilities, net of current portion        986             1,160

Accrued restructuring, net of current portion      1,091           1,146

Deferred revenue, net of current portion           15,738          17,092

 Total liabilities                                 62,743          55,655

Commitments and contingencies

OpenTV Shareholders' equity:

 Preference shares, no par value, 500,000,000      -               -
 shares authorized; none issued and outstanding

 Class A ordinary shares, no par value,
 500,000,000 shares authorized; 107,891,190 and
 108,385,176 shares issued and outstanding,        2,234,287       2,234,687
 including treasury shares, at September 30,
 2009 and December 31, 2008, respectively

 Class B ordinary shares, no par value,
 200,000,000 shares authorized; 30,206,154         35,953          35,953
 shares issued and outstanding at September 30,
 2009 and December 31, 2008

 Additional paid-in capital                        516,304         515,506

 Treasury shares at cost, zero and 523,647
 shares at September 30, 2009 and December 31,     -               (623       )
 2008, respectively

 Accumulated other comprehensive loss              (1,521     )    (2,163     )

 Accumulated deficit                               (2,584,996 )    (2,590,496 )

 Total OpenTV shareholders' equity                 200,027         192,864

Noncontrolling interest                            426             431

 Total equity                                      200,453         193,295

 Total liabilities and equity                    $ 263,196       $ 248,950

* The condensed consolidated balance sheet at December 31, 2008 has been
derived from the company's audited consolidated financial statements at that
date.




OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

                 Three Months Ended September    Nine Months Ended September 30,
                 30,

                 2009           2008             2009             2008

Revenues:

 Royalties and   $ 20,711       $ 16,494         $ 61,865         $ 56,911
 licenses

 Services and      11,071         10,427           26,930           30,638
 other

  Total            31,782         26,921           88,795           87,549
  revenues

Cost of
revenues:

 Royalties and     868            1,202            2,801            3,960
 licenses

 Services and      10,945         9,106            31,115           29,185
 other

  Total cost of    11,813         10,308           33,916           33,145
  revenues

Gross profit       19,969         16,613           54,879           54,404

Operating
expenses:

 Research and      8,731          8,031            25,900           25,769
 development

 Sales and         2,407          2,818            6,125            7,503
 marketing

 General and       6,052          4,121            15,559           15,030
 administrative

 Restructuring     157            (7          )    149              575
 and impairment

 Amortization
 of intangible     62             181              200              551
 assets

  Total
  operating        17,409         15,144           47,933           49,428
  expenses

Profit from        2,560          1,469            6,946            4,976
operations

 Interest          96             514              286              1,866
 income

 Other income      168            (1,471      )    (789        )    776
 (expense)

Profit before      2,824          512              6,443            7,618
income taxes

 Income tax
 expense           213            (445        )    943              325
 (benefit)

Net income         2,611          957              5,500            7,293

 Less: Net
 income
 attributable      -              (2          )    (5          )    (18         )
 to the
 noncontrolling
 interest

Net income
attributable to  $ 2,611        $ 955            $ 5,495          $ 7,275
OpenTV

Net income
attributable to  $ 0.02         $ 0.01           $ 0.04           $ 0.05
OpenTV per
share, basic

Net income
attributable to  $ 0.02         $ 0.01           $ 0.04           $ 0.05
OpenTV per
share, diluted

Shares used in
per share          138,107,816    139,465,910      138,098,719      139,629,135
calculation,
basic

Shares used in
per share          138,798,654    140,197,701      138,818,274      140,347,942
calculation,
diluted




OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

                                                 Nine Months Ended September 30,

                                                 2009         2008

Cash flows from operating activities:

Net income                                       $ 5,500      $ 7,293

 Less: Net income attributable to the              (5      )    (18     )
 noncontrolling interest

 Net income attributable to OpenTV                 5,495        7,275

Adjustments to reconcile net income to net cash
provided by operating activities:

 Depreciation and amortization of property and     3,320        3,120
 equipment

 Amortization of intangible assets                 1,013        2,848

 Share-based compensation                          1,088        2,205

 Non-cash employee compensation                    2            8

 Non-cash restructuring costs                      19           -

 Provision for doubtful accounts                   621          (23     )

 Write-off of accounts receivable                  (88     )    -

 Gain on sale of cost investment                   -            (143    )

 Loss on disposal of fixed assets                  23           1

 Changes in operating assets and liabilities:

  Accounts receivable                              (3,865  )    (10,707 )

  Prepaid expenses and other current assets        (902    )    (269    )

  Other assets                                     (291    )    (716    )

  Accounts payable                                 590          (1,021  )

  Accrued liabilities                              727          (2,799  )

  Accrued restructuring                            32           (677    )

  Deferred revenue                                 6,149        6,333

  Net cash provided by operating activities        13,933       5,435

Cash flows from investing activities:

Purchase of property and equipment                 (3,098  )    (3,514  )

Cash used in acquisition, net of cash acquired     -            (96     )

Proceeds from sale of cost investment              -            1,882

Proceeds from disposal of property and             2            -
equipment

Proceeds from sale of marketable debt              6,044        18,105
securities

Purchase of marketable debt securities             (33,123 )    (5,137  )

  Net cash provided by (used in) investing         (30,175 )    11,240
  activities of continuing operations

  Net cash provided by investing activities of     -            225
  discontinued operations

  Net cash provided by (used in) investing         (30,175 )    11,465
  activities

Cash flows from financing activities:

Repurchase of restricted shares                    (127    )    (454    )

Repurchase of treasury shares                      (228    )    -

Capital contribution from the former               -            14,333
controlling shareholder

Proceeds from issuance of ordinary shares          21           17

  Net cash provided by (used in) financing         (334    )    13,896
  activities

Effect of exchange rate changes on cash and        705          (674    )
cash equivalents

Net increase (decrease) in cash and cash           (15,871 )    30,122
equivalents

Cash and cash equivalents, beginning of period     93,887       58,599

Cash and cash equivalents, end of period         $ 78,016     $ 88,721

Supplemental disclosure of cash flow
information:

Cash paid for income taxes                       $ (516    )  $ (1,412  )

Non-cash investing and financing activities:

Conversion of exchangeable shares                $ 18         $ 2

Retirement of treasury shares                    $ 623        $ -




OPENTV CORP.

UNAUDITED SEGMENT INFORMATION AND RECONCILIATION OF

CONTRIBUTION MARGIN AND ADJUSTED EBITDA TO NET INCOME

(In thousands)

                 Three Months Ended September  Nine Months Ended September 30,
                 30,

                 2009        2008              2009         2008

Revenues:

Middleware
solutions

 Royalties and   $ 20,064    $ 15,135          $ 59,956     $ 52,345
 licenses

 Services and      8,812       8,792             20,721       25,187
 other

  Subtotal -
  Middleware       28,876      23,927            80,677       77,532
  solutions

Advertising
solutions

 Royalties and     647         1,359             1,909        4,567
 licenses

 Services and      2,259       1,635             6,209        5,450
 other

  Subtotal -
  Advertising      2,906       2,994             8,118        10,017
  solutions

   Total         $ 31,782    $ 26,921          $ 88,795     $ 87,549
   revenues

Contribution
margin (loss):

 Middleware      $ 11,639    $ 9,324           $ 30,985     $ 30,932
 solutions

 Advertising       213         (117   )          155          802
 solutions

   Total
   contribution    11,852      9,207             31,140       31,734
   margin

Unallocated
corporate          (7,427 )    (5,539 )          (18,624 )    (18,002 )
support

 Adjusted
 EBITDA before     4,425       3,668             12,516       13,732
 unusual items

Restructuring      (157   )    7                 (149    )    (575    )
and impairment

 Adjusted          4,268       3,675             12,367       13,157
 EBITDA

Depreciation
and                (1,106 )    (1,044 )          (3,320  )    (3,120  )
amortization

Amortization of
intangible         (333   )    (798   )          (1,013  )    (2,848  )
assets

Share-based and
non-cash           (269   )    (364   )          (1,088  )    (2,213  )
compensation

Interest income    96          514               286          1,866

Other income       168         (1,471 )          (789    )    776
(expense)

 Profit before     2,824       512               6,443        7,618
 income taxes

Income tax
expense            213         (445   )          943          325
(benefit)

Net income         2,611       957               5,500        7,293

 Less: Net
 income
 attributable      -           (2     )          (5      )    (18     )
 to the
 noncontrolling
 interest

Net income
attributable to  $ 2,611     $ 955             $ 5,495      $ 7,275
OpenTV




    Source: OpenTV Corp.


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