The following table outlines the current distribution environment and network households for each network:
(1) % change gives effect to a 41% decline in the C-band market’s total addressable households. Total addressable C-Band households declined from 176,000 as of September 30, 2005 to 103,000 as of September 30, 2006.
(2) The above table reflects network household distribution. A household will be counted more than once if the home has access to more than one of the Pay TV Group’s channels, since each network represents an incremental revenue stream. The Pay TV Group estimates its unique household distribution as 25.5 million and 24.1 million digital cable homes as of September 30, 2006 and 2005, respectively, and 27.5 million and 11.2 million DBS homes as of September 30, 2006 and 2005, respectively.
The following table sets forth certain financial information for the Pay TV Group for the quarter and six months ended September 30, 2006 and 2005:
The 25% and 24% increase in our PPV- Cable/DBS revenue year-over-year for the quarter and six months ended September 30, 2006, respectively, was attributable to the following:
• The launch of two of our PPV services on the largest DBS platform in the U.S. in April 2006
• New launches of our TEN service on the platform of the largest MSO in the U.S.
This increase in revenue was offset by the following:
• A decline in revenue from our most edited service, Pleasure, as the largest MSO continues to migrate the services on its PPV platform to a partially edited content standard, resulting in a loss of subscribers for this network or lower buy rates where this service remains in place next to our partially edited services
• A decline in revenue from our largest customer due to the redefinition of the payment terms with respect to one of our networks which was partially offset by an underpayment from this same customer discovered on audit.
VOD — Cable/Hotel
The 5% and 17% increase in our VOD — cable/hotel revenue for the quarter and six months ended September 30, 2006, respectively, is primarily attributable to the following:
• A 7% and 25% increase in revenue from the largest cable MSO in the U.S.
• A 20% and 26% increase in revenue from the second largest cable MSO in the U.S.
• New launches from other top ten cable MSOs in the U.S.
VOD revenue from the largest cable MSO in the U.S. increased as this MSO transitioned the editing standard of its VOD platform from most edited to partially edited. This transition began during the first quarter of our 2006 fiscal year and continued throughout that fiscal year. The final affiliated systems of this MSO are transitioning to a partially edited content standard during the first and second quarters of our current fiscal year.
As of the end of the prior year quarter, this cable MSO added content from our primary competitor to its VOD platform.
VOD revenue from the second largest cable MSO increased year-over-year for the quarter and six months as we experienced a recovery of our VOD revenue after this MSO launched content from our largest competitor during the third and fourth quarters of our 2005 fiscal year. We experienced a decline in revenue from this platform for several quarters after the initial launch of this competitive content. However, the impact of this loss in market share was completely absorbed during those quarters after the initial launch, and we have successfully recovered some of the lost revenue during the past year.
Revenue increases from the VOD platforms of the largest and second largest MSOs in the U.S. are also a result of these systems absorbing the purchase of Adelphia Communications Corporation’s (“Adelphia”) systems. The purchase of these systems was completed as of August 1, 2006. Because we enjoyed a higher revenue share with Adelphia than we have with these two MSOs, our VOD revenue will decline slightly because of the purchase of these systems.
We have continued to launch our content on the VOD systems of other top ten cable MSOs during the past year and our revenue has increased as a result of this additional distribution.
C-BAND REVENUE
The 29% and 33% decline in C-Band revenue for the quarter and six months ended September 30, 2006, respectively, is a result of the continued decline of the C-Band market as consumers convert from C-Band “big dish” analog satellite systems to smaller, 18-inch digital DBS satellite systems. The C-Band market has decreased 41% since September 30, 2005, from 176,000 addressable subscribers to 103,000 addressable subscribers as of September 30, 2006.
Providing our two networks to the C-Band market continues to be profitable for us. We generated operating margins of 45% and 46% for the quarter and six months ended September 30, 2006, respectively, as compared to 60% for both the quarter and six months ended September 30, 2005,
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respectively. We will continue to closely monitor this business and discontinue providing our content to this platform if margins erode to an unacceptable level.
COST OF SALES
Our cost of sales consists of expenses associated with our digital broadcast facility, satellite uplinking, satellite transponder leases, programming acquisition and conforming costs, VOD transport costs, amortization of content licenses, and our in-house call center operations related to our C-Band business.
The 15% and 14% decline in our cost of sales year-over-year for the quarter and six months ended September 30, 2006, respectively, is primarily related to a 16% and 11% decrease in content amortization for the quarter and six months ended September 30, 2006; a 50% and 40% decrease in our VOD transport expense for the quarter and six months ended September 30, 2006, respectively, is due to the use of a new vendor for the transport of our VOD content to certain cable MSOs; a 22% and 23% decrease in the cost of our cable transponder for the quarter and six months ended September 30, 2006, respectively, due to the negotiation of a reduced monthly rate; and a 58% and 59% decline in equipment lease and depreciation expense for the quarter and six months ended September 30, 2006, respectively. The decline in equipment costs and depreciation expense is due to our equipment reaching the end of its depreciable life and the expiration of our remaining operating leases during the prior fiscal year.
OPERATING INCOME
Operating income increased 34% and 43% for the quarter and six months ended September 30, 2006, respectively, primarily as a result of a 14% and 18% increase in revenue for the quarter and six months ended September 30, 2006, respectively. Gross margins increased to 77% for the quarter and six months ended September 30, 2006, respectively, from 69% for the quarter and six months ended September 30, 2005, respectively.
Operating expenses declined to 16% and 17% of revenue for the quarter and six months ended September 30, 2006, respectively, from 17% and 19% for the quarter and six months ended September 30, 2005, respectively. The 6% and 2% increase in operating expenses for the quarter and six months ended September 30, 2006 was primarily related to an increase in expenses related to the adoption of SFAS 123(R) which requires us to expense the fair market value of stock options over the vesting period, an increase in expenses related to branding and consumer studies performed during the year, and an increase in trade show expenses as we continue to expand our presence at certain cable and DBS events. The increase in these expenses was partially offset by a decline in expenses related to moving one of our salesmen to the wireless segment.
We anticipate that our operating costs will increase by approximately 15% in future quarters due to an increase in marketing costs associated with advertising our services in order to address competitive pressure.
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INTERNET GROUP
The following table sets forth certain financial information for the Internet Group for the quarter and six months ended September 30, 2006 and 2005:
| | (In Millions) Quarter Ended September 30,
| | Quarterly Percent Change
| | (In millions) Year-to-Date September 30,
| | Year-to-Date Percent Change
|
| | 2006
| | 2005
| | ’06 vs’05
| | 2006
| | 2005
| | ’06 vs’05
|
Net Revenue | | | | | | | | | | | | | | | | | | | | | | | | |
Net Membership | | $ | 0.5 | | | $ | 0.5 | | | | 0 | % | | $ | 1.0 | | | $ | 1.1 | | | | (9 | %) |
Other | | | 0.1 | | | | 0.1 | | | | 0 | % | | | 0.2 | | | | 0.2 | | | | 0 | % |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Total | | $ | 0.6 | | | $ | 0.6 | | | | 0 | % | | $ | 1.2 | | | $ | 1.3 | | | | (8 | %) |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Cost of Sales | | $ | 0.3 | | | $ | 0.2 | | | | 50 | % | | $ | 0.6 | | | $ | 0.5 | | | | 20 | % |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Gross Profit | | $ | 0.3 | | | $ | 0.4 | | | | (25 | %) | | $ | 0.6 | | | $ | 0.8 | | | | (25 | %) |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Gross Margin | | | 50% | | | | 67% | | | | | | | | 50% | | | | 62% | | | | | |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Operating Expenses | | | 0.3 | | | | 0.3 | | | | 0 | % | | $ | 0.7 | | | $ | 0.6 | | | | 17 | % |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Operating Income (Loss) | | $ | 0.0 | | | $ | 0.1 | | | | (100 | %) | | $ | (0.1 | ) | | $ | 0.2 | | | | (150 | %) |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
NET REVENUE
Net membership revenue was flat to slightly down for the quarter and six months ended September 30, 2006, respectively, due to the continued decline in our customer retention rate. We are not actively marketing our website and we participate in only a select number of affiliated webmaster traffic programs to attract traffic to our sites. Instead, we depend primarily upon our adult domain names and advertising on the Pay TV Group’s networks to generate type-in traffic for our website. As a result, we are not able to attract enough new customers to our website to offset the churn in our current customer base.
During the current fiscal year, we will be implementing new pricing strategies to increase retention as well as redesigning our site in an effort to increase the rate of conversion of traffic to our site into paying members.
Other revenue remained flat year-over-year for the quarter and six months ended September 30, 2006. This revenue relates to the sale of content to other webmasters, the distribution of our website to the On Command customer base, and revenue from the distribution of our content through wireless platforms. To date, we have not generated any material revenue related to the distribution of our content to domestic or international wireless platforms.
COST OF SALES
Cost of sales consists of fixed and variable expenses associated with the processing of credit cards, bandwidth, traffic acquisition costs, content costs and depreciation of assets.
The 50% and 20% increase in cost of sales for the quarter and six months ended September 30, 2006, respectively, is related to an increase in costs associated with the distribution of our content through wireless platforms. These costs include content creation, amortization of acquired content, SMS fees, and depreciation of wireless related assets.
OPERATING INCOME/(LOSS)
The 100% and 150% decline in operating income during the quarter and six months ended September 30, 2006, respectively, is a result of a decline in our gross margins and, for the six months ended September 30, 2006, a 17% increase in operating expenses.
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Operating costs related to the distribution of our content through wireless platforms increased during the quarter and six months ended September 30, 2006. We are dedicating several employees, including one of our salesmen, to our wireless distribution efforts this year. In addition, during the first quarter we attended several trade shows, including one in Europe. Most of our sales efforts are focused on international markets and require overseas travel by our sales team.
The increase in operating costs related to wireless was partially offset by a decline in expenses related to our web production department.
FILM PRODUCTION GROUP
The following table sets forth certain financial information for the Film Production Group for the quarter and six months ended September 30, 2006:
| | | (In Millions) Quarter Ended September 30, 2006
| | (In Millions) Year-to-Date September 30, 2006
|
| Net Revenue | | | | | | | | |
| Owned Title Revenue | | $ | 3.0 | | | $ | 5.7 | |
| Repped Title Revenue | | | 0.3 | | | | 0.7 | |
| | | |
| | | |
| |
| Total | | $ | 3.3 | | | $ | 6.4 | |
| Cost of Sales | | $ | 2.1 | | | $ | 4.2 | |
| | | |
| | | |
| |
| Gross Profit | | $ | 1.2 | | | $ | 2.2 | |
| | | |
| | | |
| |
| Gross Margin | | | 36 | % | | | 34 | % |
| | | |
| | | |
| |
| Operating Expenses | | | 1.1 | | | | 2.2 | |
| | | |
| | | |
| |
| Operating Income | | $ | 0.1 | | | $ | — | |
| | | |
| | | |
| |
We completed the acquisition of the Film Production Group on February 10, 2006.
NET REVENUE
Owned title revenue is earned by licensing the rights to content in our library or newly produced content consisting of erotic thrillers and adult reality-style event content. Revenue during the quarter and six months ended September 30, 2006 was positively impacted by the delivery of a 13 episode series to one of our major customers. In addition, we delivered 10 titles to three major customers during the current quarter. During the current quarter we also began recognizing revenue from the distribution of the first and second seasons of our Swingers series and of our Sex Factor series.
We have been successful in completing contracts for the distribution of our content to hotels and with certain cable MSOs for the distribution of our content on their VOD platforms. The rollout of our content will begin in November 2006.
Repped title revenue represents revenue from the licensing of film titles which we represent (but do not own) under international sales agency relationships with various independent film producers. We actively represent over 60 titles under both the Mainline Releasing and Lightning Entertainment labels. Over half of our revenue for both the quarter and six months ended September 30, 2006 was generated by five titles.
COST OF SALES
Our cost of sales is primarily comprised of amortization of our content as well as delivery and distribution costs related to our own content. There are no costs of sales related to the repped title business.
Film amortization is determined based on the revenue recognized in the current period for a title divided by the ultimate revenue expected for the title as determined at the beginning of the fiscal year times the unamortized cost for that title. Because of the valuation placed on the film library as a result
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of the acquisition, our unamortized film cost is higher than prior to the acquisition, resulting in higher amortization costs. Therefore, the margins we are recognizing on content that existed as of February 10, 2006 are much lower than we would normally recognize for the distribution of our content. As we begin to monetize films that are currently in production over the next 12-24 months, we expect that our margins will increase. Our film amortization represents 88% of our total cost of sales for both the quarter and six months ended September 30, 2006.
OPERATING INCOME
We are breaking even or generating only a small operating profit due to the amortization of our film library as discussed above, the accrual of the contingent earnout payments related to the acquisition, and the amortization of intangibles identified as part of the acquisition. Under the provisions of the Earnout Agreement, the two principals of the Film Production Group are able to earn up to $2 million over three calendar years if certain EBITDA (earnings before interest, taxes, depreciation, and amortization) are met. These EBITDA targets are partially cumulative over the three-year period.
Additionally, as part of the valuation of the acquisition, $3.4 million was allocated to the non-compete agreements, and contractual/non-contractual relationships. The value associated with these identified intangibles is being amortized over five years on a straight-line basis. Other expenses, which are equal to 21% and 22% of revenue for the quarter and six months ended September 30, 2006, respectively, relate primarily to attending film festivals, travel and entertainment, and employee payroll and benefits.
CORPORATE ADMINISTRATION
The following table sets forth certain financial information for Corporate Administration expenses for the quarter and six months ended September 30, 2006 and 2005:
| | (In Millions) Quarter Ended September 30,
| | Quarterly Percent Change
| | (In Millions) Year-to-Date September 30,
| | Year-to-Date Percent Change
|
| | 2006
| | 2005
| | ’06 vs’05
| | 2006
| | 2005
| | ’06 vs’05
|
Operating Expenses | | $ | 2.1 | | | $ | 1.7 | | | | 24 | % | | $ | 3.8 | | | $ | 3.0 | | | | 27 | % |
| | |
| | | |
| | | | | | | |
| | | |
| | | | | |
Expenses related to Corporate Administration include all costs associated with the operation of the public holding company, New Frontier Media, Inc., that are not directly allocable to the Pay TV, Internet, and Film Production operating segments. These costs include, but are not limited to, legal and accounting expenses, insurance, registration and filing fees with NASDAQ and the SEC, investor relations costs, and printing costs associated with the Company’s public filings.
The 24% and 27% increase in Corporate Administration expenses for the quarter and six months ended September 30, 2006, respectively, is related to an increase in expense related to the adoption of SFAS No. 123(R) during the 2007 fiscal year, which requires us to expense the fair value of stock options over the vesting period, an increase in costs related to the addition of a VP of Marketing and Corporate Strategy to the executive team, an increase in legal costs due to a greater reliance on outside counsel during an interim transition of our in-house legal department, and an increase in insurance costs due to new key man life insurance added for the principals of the Film Production segment and higher D&O limits.
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LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATING ACTIVITIES AND INVESTING ACTIVITIES:
Our statements of cash flows are summarized as follows (in millions):
| | | Six Months Ended September 30,
|
| | | 2006
| | 2005
|
| Net cash provided by operating activities: | | $ | 10.8 | | | $ | 8.6 | |
| | | |
| | | |
| |
| Cash flows used in investing activities: | | | | | | | | |
| Purchases of equipment and furniture | | | (0.6 | ) | | | (0.2 | ) |
| Purchase of investments | | | (12.6 | ) | | | (24.5 | ) |
| Redemption of investments | | | 2.8 | | | | 13.8 | |
| Related Party Note Payable | | | (0.5 | ) | | | — | |
| | | |
| | | |
| |
| Net cash used in investing activities | | $ | (10.9 | ) | | $ | (10.9 | ) |
| | | |
| | | |
| |
The increase in cash provided by operating activities year-over-year for the six month period is primarily related to an increase in profits for the six months ended September 30, 2006 as compared to September 30, 2005. The following items also impacted our cash flows from operations for the six months ended September 30, 2006:
• Content licensing costs of $2.5 million for our Pay TV Group, which is higher than average due to the purchase of two content libraries in the amount of $1.3 million,
• Content creation costs incurred by our Film Production Group of $1.5 million, and
• Depreciation and amortization of $6.6 million related to content licensing, owned content, intangibles and fixed assets.
Cash used in investing was $10.9 million for both quarters ended September 30, 2006 and 2005. Net cash used in the purchase/redemption of investments declined slightly from the prior year due to having less excess cash available for investment during the current year. Capital expenditures for the current year of $0.6 million related primarily to the purchase of editing equipment, computers, servers, storage, and software. The decrease in related notes payable in the amount of $0.5 million are payments made to the principals of the Film Production Group in accordance with the Purchase Agreement.
CASH FLOWS FROM FINANCING ACTIVITIES:
Our cash flows provided by financing activities are as follows (in millions):
| | | Six Months Ended September 30,
|
| | | 2006
| | 2005
|
| Cash flows (used in) provided by financing activities: | | | | | | | | |
| Payments on capital lease obligations | | $ | — | | | $ | (0.1 | ) |
| Repurchase of common stock | | | (2.1 | ) | | | — | |
| Issuance of common stock | | | 0.6 | | | | 0.7 | |
| Decrease in other financing obligations | | | — | | | | (0.1 | ) |
| Excess tax benefit from stock option exercise | | | 0.3 | | | | — | |
| | | |
| | | |
| |
| Net cash (used in) provided by financing activities | | $ | (1.2 | ) | | $ | 0.5 | |
| | | |
| | | |
| |
Net cash used in financing activities for the six months ended September 30, 2006 relates primarily to the execution of the Company’s stock repurchase plan. The Company repurchased 250,000 shares of its common stock during the quarter ended September 30, 2006 at an average price of $8.64 per share. The Company’s Board of Directors approved a 2.0 million share repurchase plan in December 2005 to be executed over 30 months. At our current stock price this would require a use of cash of
30
approximately $15.6 million to execute the repurchase of the remaining shares in the plan over the next 21 months.
Cash used in financing activities for the six months ended September 30, 2006 was offset by proceeds received upon the exercise of stock options and a tax benefit of $0.3 million related to tax deductions that the Company receives upon exercise of an option by an employee or non-employee in excess of those anticipated at the time the option is granted.
If we were to lose our four major customers that account for 25%, 12%, 12%, and 11% of our revenue for the six months ended September 30, 2006, respectively, our ability to finance our future operating requirements would be severely impaired. The new agreement entered into with the second largest DBS platform in the U.S. will result in an adjustment to our historical revenue splits. This change will result in a decline in cash flow generated from this customer.
As part of the MRG acquisition we entered into an Earnout Agreement with the two principals, which would require a $2.0 million payment over three calendar years if certain EBITDA targets are met.
We believe that our current cash balances and cash generated from operations will be sufficient to satisfy our operating requirements, and we believe that any capital expenditures that may be incurred can be financed through our cash flows from operations. We anticipate total capital expenditures to be less than $2.0 million, our content licensing expenditures to be less than $4.5 million and our film production expenditures to be approximately $3.0 million for the current fiscal year.
OFF BALANCE SHEET ARRANGEMENTS
We entered into a two-year agreement with the largest DBS platform in the U.S. for the distribution of two of our services beginning April 2006. This agreement requires us to meet certain performance targets. If we are unsuccessful in meeting these performance targets we would have to make up the shortfall in an amount not to exceed our total license fee earned. As of September 30, 2006, we believe that we will meet and exceed the agreed upon performance targets.
RECENT ACCOUNTING PRONOUNCEMENTS
In July, 2006 the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises’ financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN No. 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently analyzing the effects of FIN No. 48.
In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108. Due to diversity in practice among registrants, SAB No. 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB No. 108 is effective for fiscal years ending after November 15, 2006, and early application is encouraged. The Company does not believe SAB No. 108 will have a material impact on its results from operations or financial position.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk. The Company’s exposure to market risk is principally confined to cash in the bank, money market accounts, and notes payable, which have short maturities and, therefore, minimal and immaterial market risk.
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Interest Rate Sensitivity. As of September 30, 2006, the Company had cash in checking and money market accounts, certificates of deposits, and fixed income debt securities. Because of the short maturities of these instruments, a sudden change in market interest rates would not have a material impact on the fair value of these assets.
Foreign Currency Exchange Risk. The Company does not have any material foreign currency transactions.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls. The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely making known to them material information relating to the Company and the Company’s consolidated subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act.
(b) Internal Controls. As a result of its acquisition of MRG Entertainment, Inc. in the fourth quarter of its 2006 fiscal year, the Company has expanded its internal controls over financial reporting to include the consolidation of the MRG Entertainment, Inc. results of operations and financial condition as well as acquisition related accounting and disclosures. There were no other changes in New Frontier Media, Inc.’s internal controls over financial reporting that have occurred during the second quarter of 2007 that have materially affected, or are reasonably likely to materially affect, New Frontier Media Inc.’s internal controls over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or reporting results. The Risk Factors included in the Company’s Annual Report on Form 10-K for the year end March 31, 2006 have not materially changed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Period
| | Total Number of Shares Purchased
| | Average Price Paid Per Share
| | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
| | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
September 1-30, 2006 | | 250,000 | | $8.64 | | 250,000 | | 1,750,000 |
On December 13, 2005, the Board of Directors of the Company approved the repurchase of 2 million shares to be implemented over 30 months.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held an annual meeting of its shareholders on August 15, 2006 (the “Annual Meeting”).
(b) The Annual Meeting involved the election of directors. The directors elected at the meeting were Michael Weiner, Alan L. Isaacman, Hiram J. Woo, David Nicholas, Melissa Hubbard and Marc Greenberg.
(c) Two matters were voted on at the Annual Meeting, as follows:
(i) The election of six directors to the Board of Directors for the following year and until their successors are elected.
The votes were cast for this matter as follows:
| | For
| | Against
| | Abstain
| | Withheld
| | Broker Non-Vote
|
Michael Weiner | | 15,210,131 | | 0 | | 0 | | 5,638,308 | | 0 |
Alan L. Issacman | | 15,063,447 | | 0 | | 0 | | 5,784,992 | | 0 |
Hiram J. Woo | | 15,209,033 | | 0 | | 0 | | 5,639,406 | | 0 |
David Nicholas | | 15,154,660 | | 0 | | 0 | | 5,693,779 | | 0 |
Melissa Hubbard | | 15,068,049 | | 0 | | 0 | | 5,780,390 | | 0 |
Marc Greenberg | | 19,983,069 | | 0 | | 0 | | 865,370 | | 0 |
(ii) The ratification of the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending March 31, 2007.
The votes were cast for this matter as follows:
| | For
| | Against
| | Abstain
| | Withheld
| | Broker Non-Vote
|
| | 20,777,618 | | 64,160 | | 6,661 | | 0 | | 0 |
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ITEM 5. OTHER INFORMATION
(a) Employment Agreements
On November 6, 2006, the Company entered into employment agreements with Michael Weiner, the Company’s Chief Executive Officer; Karyn L. Miller, the Company’s Chief Financial Officer; and Ken Boenish, the Company’s President (collectively, the “Executives”). The agreements amend certain terms of the Executives’ original employment agreements and extend the term of employment for each of the Executives through March 31, 2009. The agreements include provisions addressing compensaton, early termination, change in control events, and other terms and conditions customary for such employment arrangements. The agreement with Mr. Weiner provides for a base salary of $600,000 for the year ended March 31, 2008 and base salary of no less than $600,000 for the year ended March 31, 2009. The agreement did not adjust Mr. Weiner’s base salary of $500,000 for the year ended March 31, 2007. The agreement with Mr. Boenish provides for a base salary of $350,000, $500,000 and $500,000, for the years ended March 31, 2007, March 31, 2008 and March 31, 2009, respectively, and a signing bonus of $150,000, to be paid in equal installments through March 31, 2007. The agreement with Ms. Miller provides for a base salary of $180,000, $275,000 and $275,000, for the years ended March 31, 2007, March 31, 2008 and March 31, 2009, respectively, and a signing bonus of $95,000, to be paid in equal installments through March 31, 2007.
The above summary is by its nature incomplete and reference therefore is made to the copies of these agreements attached hereto as exhibits.
ITEM 6. EXHIBITS
a) Exhibits
10.01 | | Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation. |
10.02 | | Employment Agreement Between New Frontier Media, Inc. and Michael Weiner, dated November 6, 2006 |
10.03 | | Employment Agreement Between New Frontier Media, Inc. and Karyn Miller, dated November 6, 2006 |
10.04 | | Employment Agreement Between New Frontier Media, Inc. and Ken Boenish, dated November 6, 2006 |
31.01 | | Certification by CEO Michael Weiner pursuant to U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.02 | | Certification by CFO Karyn Miller pursuant to U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.01 | �� | Certification by CEO Michael Weiner pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.02 | | Certification by CFO Karyn Miller pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
NEW FRONTIER MEDIA, INC.
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Karyn L. Miller
Chief Financial Officer
(Principal Accounting Officer)
Dated: November 9, 2006
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