Form 8-K CROWN MEDIA HOLDINGS For: Nov 07

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.� 20549

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FORM�8-K

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CURRENT REPORT

PURSUANT TO SECTION�13 or 15(d)�OF THE

SECURITIES EXCHANGE ACT OF 1934

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November�7, 2014

Date of Report (Date of earliest event reported)

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CROWN MEDIA HOLDINGS,�INC.

(Exact name of Registrant as Specified in Charter)

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12700 Ventura Boulevard

Studio City, California 91604

(Address of Principal Executive Offices)

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(818) 755-2400

Registrant�s telephone number, including area code

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Check the appropriate box below if the Form�8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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Item 2.02. � Results of Operations and Financial Condition.

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On November�7, 2014, Crown Media Holdings,�Inc. issued a press release announcing its three and nine months ended September�30, 2014, operating results. The press release is furnished as Exhibit�99.1 to this Form�8-K.

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Item 9.01. � Financial Statements and Exhibits.

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(d)�A list of exhibits filed herewith is contained on the Exhibit�Index, which immediately precedes such exhibits and is incorporated herein by reference.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�			�	CROWN MEDIA HOLDINGS,�INC.
�			�	(Registrant)
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Date	November�7, 2014	�	By	/s/ ANDREW ROOKE
�			�	Andrew Rooke
�			�	Executive Vice President and Chief Financial Officer

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EXHIBIT�INDEX

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Exhibit Number	�	Description
99.1	�	Press release issued on November�7, 2014, announcing operating results for Crown Media Holdings,�Inc. for the three and nine months ended September�30, 2014.

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EXHIBIT�99.1

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CROWN MEDIA HOLDINGS ANNOUNCES OPERATING RESULTS

FOR THIRD QUARTER OF 2014

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STUDIO CITY, Calif. � November�7, 2014 - Crown Media Holdings,�Inc. (NASDAQ: CRWN) today reported its operating results for the three and nine months ended September�30, 2014.

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Operating Highlights

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������������������ Double-digit advertising revenue growth.� Advertising revenue increased 12% for the quarter and 10% for the nine months ended September�30, 2014, as compared to the prior year periods, due to the strength of pricing across both channels. These increases contributed to 29% growth in Adjusted EBITDA for the quarter and 2% growth in Adjusted EBITDA year-to-date.

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������������������ Significant reduction in leverage. �Between December�2013 and September�2014, the Company used free cash to reduce the combined principal balances under its Term Loan and Notes by $45.0 million, and in October�2014, it repurchased an additional $20.0 million in principal amount of its outstanding Notes.

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������������������ Solid ratings for the second season of Cedar Cove. �Hallmark Channel�s hit series, Cedar Cove, averaged a 1.8 household rating, reaching over 10.5 million viewers during its twelve episode second season, once again making Hallmark Channel the #1 rated cable network in Saturday�s 8-9pm time period.

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������������������ Record first week for Hallmark Movies�& Mysteries. On September�29th, Hallmark Movie Channel was rebranded as Hallmark Movies�& Mysteries. During its first week, Hallmark Movies�& Mysteries delivered the third highest week in household delivery and the second highest week in primetime in the network�s history.

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������������������ Continued holiday tradition of Countdown to Christmas on Hallmark Channel and Most Wonderful Movies of Christmas on Hallmark Movies�& Mysteries. Commencing October�31st, both channels will feature around the clock holiday programming, including original movie premieres, such as Northpole, the first two-hour original holiday movie produced in collaboration with Hallmark Cards, a primetime Home�& Family holiday special, and the exclusive premiere of the Hallmark Hall of Fame presentation, One Christmas Eve, starring Anne Heche.

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�Third quarter�s achievements served as a stepping stone in the growth of Crown Media�s business. From appeasing viewers� appetites for episodic programming with the second season of Cedar Cove to the successful rebrand of Hallmark Movies�& Mysteries on September�29th�and our upcoming holiday programming, these positive business strategies well position us for another record year,� said Bill Abbott, President and CEO of Crown Media Family Networks.

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Financial Results

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Historical financial information is provided in tables at the end of this release.

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Operating Results

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For the third quarter of 2014 Crown Media reported revenue of $93.3 million, an 11% increase from $84.4 million in the third quarter of 2013. Advertising revenue increased 12% to $71.4 million from $63.6 million in the third calendar quarter of 2013. The increase in advertising revenue is due to the strength of pricing across both channels and ratings increases for certain key demographics. Subscriber fee revenue increased 1% to $20.7 million from $20.5 million in the third quarter of 2013 due to contractual rate increases.

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For the nine months ended September�30, 2014 Crown Media reported revenue of $281.4 million, an 8% increase from $259.4 million for the nine months ended September�30, 2013. Advertising revenue increased 10%

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to $216.6 million from $197.5 million for the nine months ended September�30, 2013. The increase in advertising revenue is due to the strength of pricing across both channels. Subscriber fee revenue increased 2% to $62.6 million from $61.3 million during the nine months ended September�30, 2013 due to contractual rate increases.

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Other revenue increased $1.0 million for the quarter and $1.5 million for the nine months ended September�30, 2014, as compared to the same three and nine month periods in the prior year, due to revenue from program licensing agreements.

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For the third quarter of 2014, cost of services increased 8% to $41.0 million from $38.1 million during the same quarter of 2013. Programming costs increased 9% due to an increase in the number of original episodes of our daily lifestyle program, Home�& Family and amortization of syndicated programming, including The Middle. Operating costs remained constant quarter over quarter.

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For the nine months ended September�30, 2014, cost of services increased 16% to $126.4 million from $109.3 million during the same period of 2013. Programming costs increased 17% due to the amortization related to our original series When Calls the Heart and Signed, Sealed, Delivered. Operating costs increased $0.6 million period over period.

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Selling, general and administrative expense (including depreciation and amortization expense) increased 3% to $16.2 million for the third quarter of 2014 from $15.7 million during the same quarter of 2013 due to increases in employee costs, including contingent compensation, and increases in amortization and depreciation expense.

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Selling, general and administrative expense (including depreciation and amortization expense) increased 6% to $49.4 million for the nine months ended September�30, 2014 from $46.7 million during the same period of 2013 due to increases in employee costs, including contingent compensation and severance expense, and increases in amortization, depreciation and rent expense.

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Marketing expense decreased $2.6 million during the third quarter of 2014 compared to the third quarter of 2013 due to marketing to publicize the first season of Cedar Cove in 2013. Marketing expense increased $0.5 million during the nine months ended September�30, 2014 compared to the nine months ended September�30, 2013 due to the marketing to publicize the series Signed, Sealed, Delivered and When Calls the Heart.

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Interest expense decreased $0.5 million for the three months ended September�30, 2014, as compared to the three months ended September�30, 2013, due to the decrease in the principal balance of the Term Loan. Interest expense on the Term Loan was $2.0 million and $1.6 million for the three months ended September�30, 2013 and 2014, respectively.

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Interest expense decreased $2.2 million for the nine months ended September�30, 2014, as compared to the nine months ended September�30, 2013. Interest expense on the Term Loan was $6.9 million and $5.1 million for the nine months ended September�30, 2013 and 2014, respectively. Over the past year, the Company has reduced its principal balance under its Term Loan by $36.5 million and the principal balance under its Notes by $8.5 million.

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In August�2014, the Company repurchased $8.5 million in principal amount of its Notes due July�2019 for a price of $9.5 million and retired a portion of the related debt issuance costs of $0.2 million, which resulted in aggregate a pre-tax loss on early extinguishment of debt of $1.2 million.

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Provisions for income tax of $6.1 million and $8.8 million reflect corresponding effective tax rates of 37.9% and 37.0% for the three months ended September�30, 2013 and 2014, respectively. Provisions for income tax of $24.4 million and $25.2 million reflect corresponding effective tax rates of 37.3% and 37.0% for the nine months ended September�30, 2013 and 2014, respectively.

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Adjusted EBITDA was $28.7 million for the third quarter of 2013 compared to $37.0 million for the third quarter of 2014. Cash provided by operating activities totaled $12.8 million for the third quarter of 2013 compared to $14.4 million for the third quarter of 2014. Net income to common shareholders for the quarter ended September�30, 2013, totaled $10.0 million, or $0.03 per share, compared to $14.9 million, or $0.04 per share, in the third quarter of 2014.

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Adjusted EBITDA was $103.7 million for the nine months ended September�30, 2013 compared to $105.7 million for the nine months ended September�30, 2014. Cash provided by operating activities totaled $34.4�� million for the nine months ended September�30, 2013, compared to $51.4 million for the nine months ended September�30, 2014. Net income to common shareholders for the nine months ended September�30, 2013, totaled $41.1 million, or $0.11 per share, compared to $42.9 million, or $0.12 per share, for the nine months ended September�30, 2014.

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Conference Call and Webcast to be Held Friday, November�7th, at 11:00�a.m. ET

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Crown Media Holdings� management will conduct a conference call on Friday, November�7th, at 11:00�a.m., Eastern Time to discuss the results of the three and nine months ended September�30, 2014. Investors and interested parties may listen to the call via a live webcast accessible on the Company�s investor relations page, http://ir.crownmedia.net/, or by dialing (877) 307-0246 (Domestic) or (224) 357-2394 (International) and using the conference number 13854117. For those listeners accessing the call through the Company�s website, please register and download audio software at the site at least 15 minutes prior to the start of the call. The webcast will be archived on the site, and a telephone replay of the call will be available for 5 days following the call beginning at 2:00�p.m. Eastern Time on Friday, November�7th, at (855) 859-2056 (Domestic) or (404) 537-3406 (International), using the conference number 13854117.

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About Crown Media Holdings,�Inc.

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Crown Media Holdings,�Inc. is the corporate parent for the portfolio of cable networks and related businesses under Crown Media Family Networks. The company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 85 million subscribers in the U.S. Hallmark Channel is the nation�s leading destination for quality family programming with an ambitious slate of TV movies and specials; original scripted series, including Cedar Cove, When Calls the Heart, and Signed, Sealed, Delivered; as well as some of television�s most beloved sitcoms and series. Hallmark Channel�s sibling network, Hallmark Movies�& Mysteries, is available in 55 million homes in HD and SD and is one of America�s fastest-growing cable networks. Recently rebranded from Hallmark Movie Channel, Hallmark Movies�& Mysteries features a unique mix of original movies and acquired series focusing on the lighter side of the suspense and mystery genres. The network is also home to annual holiday programming franchise, the Most Wonderful Movies of Christmas, as well as presentations from the award-winning Hallmark Hall of Fame library. In addition, Crown Media Family Networks includes the online offerings of HallmarkChannel.com and HallmarkMoviesandMysteries.com.

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Forward-looking Statements

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Statements contained in this press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management�s current expectations, estimates and projections. Words such as �expects,� �anticipates,� �intends,� �plans,� �believes,� �estimates,� variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected or implied in the forward-looking statements. Such risks and uncertainties include: competition for distribution of channels, viewers, advertisers, and the acquisition of programming; fluctuations in the availability of programming; fluctuations in demand for the programming Crown Media airs on its channels; our ability to address our liquidity needs; our incurrence of losses; our substantial indebtedness affecting our financial condition and results; and other risks detailed in the Company�s filings with the Securities and Exchange Commission, including the Risk Factors stated in the Company�s most recent 10-K and 10-Q Reports. Crown Media Holdings is not undertaking any obligation to release publicly any updates to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

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Use of Adjusted EBITDA

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Crown Media evaluates operating performance based on several factors, including Adjusted EBITDA. Our calculation of Adjusted EBITDA adds back non-cash expenses and other items mentioned below.

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Our measure of Adjusted EBITDA differs from the normal definition of EBITDA (earnings before interest, taxes, depreciation and amortization) used by most companies. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, subscriber acquisition fee amortization, and other non-cash expenses. For this purpose, restricted stock unit compensation and long term incentive plan expense are treated as non-cash items, although they may result in cash payments during subsequent periods. See �Selected Unaudited Financial Information� below for a reconciliation to GAAP net income. Management views Adjusted EBITDA as a critical measure of our operating performance and monitors this measure closely. We disclose Adjusted EBITDA so that our investors can have some of the same information available to our management to evaluate their investment in our Company.

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We also believe that an Adjusted EBITDA provides an indication of the Company�s ability to generate cash flows from operating activities since our non-cash expenses are excluded from our calculation of Adjusted EBITDA. The Adjusted EBITDA calculation allows the Company to assess how much is available to pay debt service and gives a further indication of how much remains to fund discretionary expenditures such as the acquisition of programming or additional subscriber base. However, Adjusted EBITDA should be considered in addition to, not as a substitute for, historical operating income or loss, net loss, cash flow from operations and other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.

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Adjusted EBITDA differs significantly from cash flows from operating activities reflected in the consolidated statement of cash flows. Cash flow from operating activities is net of interest and taxes paid and is a more comprehensive determination of periodic income on a cash basis, exclusive of non-cash items of income and expenses such as depreciation and amortization. In contrast, Adjusted EBITDA is derived from accrual basis income and is not reduced for cash invested in working capital. Consequently, Adjusted EBITDA is not affected by the timing of receivable collections or when accrued expenses are paid. We are not aware of any uniform standards for determining EBITDA or our Adjusted EBITDA and believe that our calculation of Adjusted EBITDA is likely calculated differently than presentations of EBITDA by other entities as our calculation was based upon the definition in a bank credit agreement.

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For additional information, please contact:

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Investors and Press

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Crown Media Holdings,�Inc.

Mary Dzabic, 818.755.1261

[email protected]

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Crown Media Holdings,�Inc.

Unaudited Consolidated Income Statement Information

(In thousands, except per share data)

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�	�	Three�Months�Ended					�	Nine�Months�Ended					�
�	�	September�30,					�	September�30,					�
�	�	2013		�	2014		�	2013		�	2014		�
Revenue:	�	�		�	�		�	�		�	�		�
Advertising	�	$	63,577	�	$	71,373	�	$	195,413	�	$	214,855	�
Advertising by Hallmark Cards	�	�		�	�		�	2,112		�	1,725		�
Subscriber fees	�	20,527		�	20,665		�	61,273		�	62,636		�
Other revenue	�	273		�	1,289		�	614		�	2,139		�
Total revenue, net	�	84,377		�	93,327		�	259,412		�	281,355		�
Cost of services:	�	�		�	�		�	�		�	�		�
Non-affiliate programming	�	33,133		�	36,065		�	95,393		�	111,931		�
Hallmark Cards affiliate programming	�	688		�	735		�	2,449		�	2,501		�
Amortization of capital lease	�	290		�	290		�	868		�	868		�
Other cost of services	�	3,954		�	3,909		�	10,548		�	11,114		�
Total cost of services	�	38,065		�	40,999		�	109,258		�	126,414		�
Selling, general and administrative expense	�	15,193		�	15,543		�	45,331		�	47,655		�
Marketing expense	�	3,993		�	1,353		�	5,686		�	6,195		�
Depreciation and amortization expense	�	525		�	650		�	1,369		�	1,753		�
Income from operations before interest and income tax expense	�	26,601		�	34,782		�	97,768		�	99,338		�
Interest expense	�	(10,486		)	(9,939		)	(32,284		)	(30,041		)
Loss on early extinguishment of debt	�	�		�	(1,180		)	�		�	(1,180		)
Income from operations before income tax expense	�	16,115		�	23,663		�	65,484		�	68,117		�
Income tax expense	�	(6,111		)	(8,766		)	(24,431		)	(25,220		)
Net income and comprehensive income	�	$	10,004	�	$	14,897	�	$	41,053	�	$	42,897	�
Net income per share - basic	�	$	0.03	�	$	0.04	�	$	0.11	�	$	0.12	�
Net income per share - diluted	�	$	0.03	�	$	0.04	�	$	0.11	�	$	0.12	�
Weighted average number of common shares outstanding	�	359,676		�	359,676		�	359,676		�	359,676		�

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Crown Media Holdings,�Inc.

Unaudited Consolidated Balance Sheets

(In thousands, except share and per share data)

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�	�	As�of�December�31,		�	As�of�September�30,		�
�	�	2013		�	2014		�
�	�	�		�	�		�
ASSETS	�	�		�	�		�
�	�	�		�	�		�
Cash and cash equivalents	�	$	63,750	�	$	65,704	�
Accounts receivable, less allowance for doubtful accounts of $834 and $201, respectively	�	104,613		�	85,118		�
Programming rights	�	71,540		�	87,226		�
Prepaid programming rights	�	26,839		�	35,327		�
Deferred tax asset, net	�	39,100		�	39,100		�
Prepaid and other assets	�	1,960		�	3,514		�
Total current assets	�	307,802		�	315,989		�
Programming rights	�	201,936		�	212,788		�
Prepaid programming rights	�	9,805		�	8,463		�
Property and equipment, net	�	9,799		�	9,728		�
Deferred tax asset, net	�	181,164		�	157,464		�
Debt issuance costs, net	�	10,047		�	8,648		�
Other assets	�	3,644		�	3,337		�
Goodwill	�	314,033		�	314,033		�
Total assets	�	$	1,038,230	�	$	1,030,450	�
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LIABILITIES AND STOCKHOLDERS� EQUITY	�	�		�	�		�
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LIABILITIES	�	�		�	�		�
Accounts payable and accrued liabilities	�	$	22,238	�	$	18,748	�
Audience deficiency reserve liability	�	4,888		�	9,176		�
Programming rights payable	�	85,560		�	73,232		�
Payables to Hallmark Cards affiliates	�	466		�	593		�
Interest payable	�	14,455		�	6,390		�
Current maturities of long-term debt	�	25,000		�	�		�
Total current liabilities	�	152,607		�	108,139		�
Accrued liabilities	�	13,838		�	19,775		�
Programming rights payable	�	43,314		�	50,888		�
Long-term debt, net of current maturities	�	429,330		�	409,610		�
Total liabilities	�	639,089		�	588,412		�
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COMMITMENTS AND CONTINGENCIES STOCKHOLDERS� EQUITY	�	�		�	�		�
Class�A common stock, $.01 par value; 500,000,000 shares authorized; 359,675,936 shares issued and outstanding as of both December�31, 2013 and September�30, 2014	�	3,597		�	3,597		�
Paid-in capital	�	2,062,818		�	2,062,818		�
Accumulated deficit	�	(1,667,274		)	(1,624,377		)
Total stockholders� equity	�	399,141		�	442,038		�
Total liabilities and stockholders� equity	�	$	1,038,230	�	$	1,030,450	�

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Crown Media Holdings,�Inc.

Selected Unaudited Financial Information

(in thousands)

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�	�	Three�Months�Ended					�	Nine�Months�Ended					�
�	�	September�30,					�	September�30,					�
�	�	2013		�	2014		�	2013		�	2014		�
�	�	�		�	�		�	�		�	�		�
Net income	�	$	10,004	�	$	14,897	�	$	41,053	�	$	42,897	�
Loss on early extinguishment of debt	�	�		�	1,180		�	�		�	1,180		�
Promotion and placement expense	�	263		�	263		�	788		�	790		�
Depreciation and amortization	�	815		�	940		�	2,237		�	2,621		�
Interest expense	�	10,486		�	9,939		�	32,284		�	30,041		�
Income tax expense	�	6,111		�	8,766		�	24,431		�	25,220		�
Long term incentive plan expense	�	965		�	980		�	2,668		�	2,908		�
Restricted stock unit compensation	�	86		�	(1		)	210		�	36		�
Adjusted earnings before interest, taxes, depreciation and amortization	�	$	28,730	�	$	36,964	�	$	103,671	�	$	105,693	�
�	�	�		�	�		�	�		�	�		�
Programming and other amortization	�	34,314		�	37,315		�	99,184		�	115,949		�
Provision for allowance for doubtful account	�	504		�	10		�	794		�	123		�
Changes in operating assets and liabilities:	�	�		�	�		�	�		�	�		�
Change to programming rights	�	(53,938		)	(30,166		)	(107,927		)	(140,969		)
Change to prepaid programming rights	�	(3,114		)	(7,815		)	(16,770		)	(7,143		)
Change in programming rights payable	�	18,796		�	(7,961		)	(5,390		)	(4,754		)
Interest paid	�	(17,785		)	(17,371		)	(38,582		)	(36,557		)
Changes in other operating assets and liabilities, net of adjustments above	�	5,323		�	3,433		�	(608		)	19,017		�
Net cash provided by operating activities	�	$	12,830	�	$	14,409	�	$	34,372	�	$	51,359	�

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Crown Media Holdings,�Inc.

Selected Unaudited Cash Flow Statement Information

(in thousands)

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�	�	Three�Months�Ended					�	Nine�Months�Ended					�
�	�	September�30,					�	September�30,					�
�	�	2013		�	2014		�	2013		�	2014		�
�	�	�		�	�		�	�		�	�		�
Net cash provided by operating activities	�	$	12,830	�	$	14,409	�	$	34,372	�	$	51,359	�
Net cash used in investing activities	�	(546		)	(1,132		)	(1,402		)	(2,412		)
Net cash used in financing activities	�	(15,751		)	(21,351		)	(35,710		)	(46,993		)
Net (decrease) increase in cash and cash equivalents	�	(3,467		)	(8,074		)	(2,740		)	1,954		�
Cash and cash equivalents, beginning of period	�	44,432		�	73,778		�	43,705		�	63,750		�
Cash and cash equivalents, end of period	�	$	40,965	�	$	65,704	�	$	40,965	�	$	65,704	�

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