(1) Segment information for 2005 and 2004 is presented and reconciled to consolidated income from continuing operations before income taxes in accordance with SFAS No. 131.
(2) Operating expenses means operating expenses, excluding stock compensation, depreciation and amortization and impairment of intangible assets.
(3) Adjusted EBITDA is defined as operating income, excluding stock compensation, depreciation and amortization, and impairment of intangible assets. The Company believes Adjusted EBITDA to be relevant and useful information as Adjusted EBITDA is the primary measure used by our chief operating decision maker to evaluate the performance of and allocate resources to the industry segments.
Certain financial statement items for the prior period have been reclassified to conform to the 2005 presentation.
Intersegment revenues and expenses have been eliminated from segment financial information as transactions between reportable segments are excluded from the measure of segment profit and loss reviewed by the chief operating decision maker.
Publishing Segment
For the three months ended June 30, 2005, revenues for the Publishing Segment were $84.8 million, a decrease of $10.3 million, or 10.8%, from revenues of $95.1 million in the prior year’s quarter. The decrease was primarily due to a decline inTV Guide magazine revenue, primarily in circulation and advertising, of $15.4 million, offset by a $6.9 million increase in revenue at SkyMall.
For the three months ended June 30, 2005, Adjusted EBITDA for the Publishing Segment was negative $(15.9) million, a decrease of $27.2 million from Adjusted EBITDA of $11.3 million in the prior year’s quarter. The decrease was primarily due to $12.4 million in increased expenses related to the launch ofInside TV, the revenue decrease of $10.3 million noted above, the absence of a favorable impact of $10.1 million for the eBook lease settlement, and an increase of $5.0 million in cost of goods sold at SkyMall, offset by reduced expenses of $10.5 million from lower printing, paper, distribution and subscriber acquisition, billing and renewal costs associated withTV Guide magazine.
For the six months ended June 30, 2005, revenues were $167.1 million, a decrease of $26.3 million, or 13.6%, from revenues of $193.5 million in the same period of the prior year. Adjusted EBITDA for the Publishing Segment was a negative $(23.8) million in the first half of 2005, a decrease of $43.0 million, compared with $19.2 million in same period of the prior year. The decrease was due to the $26.3 million decline in revenue noted above, $13.4 million in costs related to the launch ofInside TV,the absence of the favorable impact of the $10.1 million eBook lease settlement, and an increase of $5.2 million in cost of goods sold at SkyMall, offset by a $14.7 million decrease in printing, paper, and distribution and other operating expenses associated withTV Guide magazine.
Cable and Satellite Segment
For the three months ended June 30, 2005, revenues for the Cable and Satellite Segment were $69.5 million, an increase of $6.4 million, or 10.2 %, from revenues of $63.0 million in the prior year’s quarter. The increase in revenues was primarily attributable to a $4.0 million increase in TVG Network revenues, primarily due to wagering and licensing, and a $1.9 million increase in revenues at TV Guide Interactive.
For the three months ended June 30, 2005, Adjusted EBITDA for the Cable and Satellite Segment was $32.5 million, a minor increase over the Adjusted EBITDA of $32.2 million in the prior year’s quarter. The increase was primarily due to the revenue increase of $6.4 million noted above, offset by an increase in operating expenses at TVG Network, due to the increased wagering volumes and increased content and programming expenses, of $2.6 million, a $1.1 million increase in programming and marketing expenses at TV Guide Channel, and a $1.2 million increase in expenses associated with the launch of TV Guide Spot, for which there was not comparable costs in the prior year.
For the six months ended June 30, 2005, revenues for the Cable and Satellite Segment were $134.3 million, an increase of $29.1 million, or 27.7%, from revenues of $105.2 million in the same period of the prior year. Adjusted EBITDA for the Cable and Satellite Segment in the first half of 2005 was $52.8 million, an increase of $5.7 million, versus Adjusted EBITDA of $47.1 million in the same period of the
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prior year. The increase was due to the $29.1 million increase in revenues noted above, offset primarily by increases in operating expenses of $9.6 million in programming and marketing costs associated with Red Carpet events and other TV Guide Channel original programming, $1.2 million of increased TV Guide Channel compensation costs, primarily due to severance costs, increases in operating expenses at TVG Network of $5.0 million due to increased wagering volumes and increased content and programming expenses, and $2.3 million in costs associated with the launch of TV Guide Spot, for which there was no comparable cost in the prior year.
Consumer Electronics Licensing Segment
For the three months ended June 30, 2005, revenues for the Consumer Electronics (CE) Licensing Segment were $22.8 million, an increase of $2.3 million, or 11.5%, from revenues of $20.4 million in the prior year’s quarter. The increase was primarily due to increased revenues from the CE IPG business of $2.9 million, offset by a decline of $1.5 million in revenue from the VCR Plus+ business.
For the three months ended June 30, 2005, Adjusted EBITDA for the CE Licensing Segment was $10.0 million, an increase of $6.0 million, from Adjusted EBITDA of $4.0 million in the prior year’s quarter. The increase was primarily related to a decrease of $5.9 million in legal expenses related primarily to the Scientific-Atlanta, Inc. settlement in the second quarter of 2005.
For the six months ended June 30, 2005 revenues for the CE Licensing Segment were $51.0 million, a decrease of $22.1 million, or 30.2%, from revenues of $73.1 million in the same period of the prior year, which included $19.4 million of settlement payments received from certain consumer electronics manufacturers. Adjusted EBITDA for the CE Licensing Segment was $23.6 million, a decrease of $12.8 million from Adjusted EBITDA of $36.3 million in the same period of the prior year. The decrease was primarily related to the decrease of $22.1 million in revenues noted above and an increase of $2.7 million related to additional engineering headcount and severance expenses, offset by a $13.5 million decrease in legal expenses, primarily related to the settlement of legal matters with Scientific-Atlanta, Inc..
Corporate Segment
For the three months ended June 30, 2005, Adjusted EBITDA for the Corporate Segment was $(14.2) million, an improvement of $7.6 million from Adjusted EBITDA of $(21.8) million in the prior year’s quarter. The improvement was primarily due to a $6.8 million decline in legal expenses, of which $5.8 million was due to lower expenses related to various proceedings with certain former officers of the Company.
For the six months ended June 30, 2005, Adjusted EBITDA for the Corporate Segment was $(29.6) million, an improvement of $11.9 million from Adjusted EBITDA of $(41.6) million in the same period of the prior year. The improvement was primarily due to a $10.9 million decline in legal expenses, of which $8.4 million was due to lower expenses related to various proceedings with certain former officers.
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Consolidated legal costs for the three and six month periods ended June 30, 2005 were $5.6 million and $12.1 million, respectively compared with $17.9 million and $36.1 million for the same periods in 2004. The Company remains a party to several significant pending legal proceedings, and various proceedings for which it is required to reimburse the legal fees and expenses incurred by its former officers remain unresolved. In the absence of the resolution of the matters involving the former officers, legal expenses in the second half of 2005 are likely to increase significantly over the levels incurred in the first half of 2005.
Discussion of Cash and Liquidity
At June 30, 2005, the Company’s cash, cash equivalents and current marketable securities were $518.1 million, excluding restricted cash of $39.2 million. Outstanding debt and capital lease obligations, both short and long-term, were $13.5 million, resulting in cash and cash equivalents and current marketable securities in excess of debt and capital lease obligations of $504.6 million, excluding $39.2 million in restricted cash.
We expect to pay approximately $65.0 million in income taxes in 2005, primarily as a result of the treatment, for tax purposes, of the payments received in 2004 from Comcast and EchoStar under IRS Revenue Procedure 2004-34. We paid $33.1 million of this $65.0 million during the six months ended June 30, 2005.
The planned transformation ofTV Guide magazine was announced on July 26, 2005. Taking into account severance costs, losses associated with the wind-down of the current digest product, and the costs of converting to the new format, the Company projectsTV Guide magazine, excludingInside TV, to incur aggregate operating losses of approximately $90 to $110 million in 2005 and 2006, due in part to the anticipated costs of the new rack acquisitions, and the consumer marketing and promotion programs. The Company expects to incur $55 to $65 million of these operating losses in 2005. In 2006, operating losses from the contemporaryTV Guide magazine are expected to be between $35 and $45 million. The actual amount and timing of these losses will depend upon a number of factors, including the rate of rack acquisition and the level of consumer and advertiser acceptance. The Company expects the contemporaryTV Guide magazine will begin to contribute positively to the Publishing Segment’s Adjusted EBITDA in approximately three years.
Conference Call
Gemstar-TV Guide will host a conference call with the financial community today, Thursday, August 4, 2005, at 8 a.m. EDT (5 a.m. PDT). Richard Battista, chief executive officer, and Brian D. Urban, chief financial officer, will present management’s review of the second quarter’s results and discuss their outlook for the Company, followed by a question and answer period.
The conference call will be broadcast live via both teleconference and Internet web cast. Investors and analysts are encouraged to listen to the call live via web cast through the Company’s Web site at
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http://ir.gemstartvguide.com, or by dialing (800) 561-2731(domestic) or (617) 614-3528(international). The pass code is “69420968".
Investors unable to listen to the call live may access an audio replay, which will be hosted for one week following the conclusion of the call. To access the replay, call (888) 286-8010 (domestic) or (617) 801-6888 (international). The pass code is “44425713". An audio archive will also be hosted on the Company’s investor relations web site athttp://ir.gemstartvguide.com. Replays will be available approximately two hours following the conclusion of the call. For additional information regarding the Company’s results, please go to the “SEC Filings” section athttp://ir.gemstartvguide.com to view reports as filed from time to time with the Securities and Exchange Commission on Forms 10-K and 10-Q.
About Gemstar-TV Guide
Gemstar-TV Guide International, Inc. (the “Company”) is a leading media and technology company that develops, licenses, markets and distributes technologies, products and services targeted at the television guidance and home entertainment needs of consumers worldwide. The Company’s businesses include: television media and publishing properties; interactive program guide services and products; and technology and intellectual property licensing. Additional information about the Company can be found atwww.gemstartvguide.com.
This news release contains forward-looking statements that involve risks and uncertainties, including risks and uncertainties related to declines in our magazine publishing business; timely availability and market acceptance of products and services incorporating the Company’s technologies and content; our investment in new and existing businesses, includingTV Guide magazine,Inside TV, and TV Guide Spot; limitations on our ability to control certain joint venture or partnership businesses; the impact of competitive products and pricing; ongoing and potential future litigation; and the other risks detailed from time to time in the Company’s SEC reports, including the most recent reports on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time. The Company assumes no obligation to update these forward-looking statements.
Note to Editors: Gemstar, TV Guide and GUIDE Plus+ are trademarks or registered trademarks of Gemstar-TV Guide International, Inc. and/or its subsidiaries. The names of other companies and products used herein are for identification purposes only and may be trademarks of their respective owners.
(Financial Tables Follow)
Contacts: | | |
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Gemstar-TV Guide International, Inc. (Analysts and Shareholders) Robert L. Carl Dir., Investor Relations 323-817-4600 | (Media) Bo Park VP, Communication, Marketing & Gov't 212-852-7589 | |
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GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| June 30, 2005
| December 31, 2004
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| (Unaudited) | |
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ASSETS | | |
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Current assets: | | | | | | | | |
Cash and cash equivalents | | | $ | 508,250 | | $ | 558,529 | |
Restricted cash | | | | 39,169 | | | 38,880 | |
Marketable securities | | | | 9,845 | | | 11,191 | |
Receivables, net | | | | 117,840 | | | 123,981 | |
Deferred tax assets, net | | | | 38,205 | | | 3,863 | |
Current income taxes receivable | | | | 16,641 | | | 21,333 | |
Other current assets | | | | 29,203 | | | 30,950 | |
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Total current assets | | | | 759,153 | | | 788,727 | |
Property and equipment, net | | | | 45,227 | | | 45,483 | |
Indefinite-lived intangible assets | | | | 66,272 | | | 66,272 | |
Finite-lived intangible assets, net | | | | 115,528 | | | 123,349 | |
Goodwill | | | | 259,524 | | | 259,524 | |
Income taxes receivable | | | | 40,996 | | | 40,998 | |
Other assets | | | | 28,971 | | | 38,020 | |
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| | | $ | 1,315,671 | | $ | 1,362,373 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | | | $ | 42,623 | | $ | 62,284 | |
Accrued liabilities | | | | 163,418 | | | 171,621 | |
Current income taxes payable | | | | 46,310 | | | 232 | |
Current portion of capital lease obligation | | | | 536 | | | 515 | |
Current portion of deferred revenue | | | | 156,792 | | | 161,687 | |
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Total current liabilities | | | | 409,679 | | | 396,339 | |
Deferred tax liabilities, net | | | | 4,775 | | | 28,274 | |
Capital lease obligation, less current portion | | | | 13,000 | | | 13,274 | |
Deferred revenue, less current portion | | | | 458,542 | | | 485,941 | |
Other liabilities | | | | 123,285 | | | 127,753 | |
Commitments and contingencies | | |
Stockholders' equity: | | | | | | | | |
Preferred stock, par value $0.01 per share | | | | -- | | | -- | |
Common stock, par value $0.01 per share | | | | 4,337 | | | 4,337 | |
Additional paid-in capital | | | | 8,467,816 | | | 8,478,540 | |
Accumulated deficit | | | | (8,086,556 | ) | | (8,077,700 | ) |
Accumulated other comprehensive income, net of tax | | | | 125 | | | 659 | |
Treasury stock, at cost | | | | (79,332 | ) | | (95,044 | ) |
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Total stockholders' equity | | | | 306,390 | | | 310,792 | |
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| | | $ | 1,315,671 | | $ | 1,362,373 | |
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See Notes to Condensed Consolidated Financial Statements as filed in the Company's Form 10-Q.
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GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS—UNAUDITED
(In thousands, except per share data)
| Three Months Ended | Six Months Ended |
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| June 30,
| June 30,
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| 2005
| 2004
| 2005
| 2004
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Revenues: | | | | | | | | | | | | | | |
Publishing | | | $ | 84,772 | | $ | 95,088 | | $ | 167,106 | | $ | 193,450 | |
Cable and satellite | | | | 69,467 | | | 63,020 | | | 134,280 | | | 105,148 | |
Consumer electronics licensing | | | | 22,778 | | | 20,435 | | | 51,028 | | | 73,124 | |
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| | | | 177,017 | | | 178,543 | | | 352,414 | | | 371,722 | |
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Operating expenses: | | | | | | | | | | | | | | |
Publishing | | | | 100,699 | | | 93,909 | | | 190,883 | | | 184,318 | |
Lease settlement | | | | -- | | | (10,088 | ) | | -- | | | (10,088 | ) |
Cable and satellite | | | | 36,992 | | | 30,840 | | | 81,505 | | | 58,031 | |
Consumer electronics licensing | | | | 12,743 | | | 16,436 | | | 27,462 | | | 36,781 | |
Corporate | | | | 14,206 | | | 21,813 | | | 29,635 | | | 41,581 | |
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Operating expenses, exclusive of expenses shown below | | | | 164,640 | | | 152,910 | | | 329,485 | | | 310,623 | |
Stock compensation | | | | 30 | | | 34 | | | 55 | | | 237 | |
Depreciation and amortization | | | | 7,370 | | | 8,857 | | | 14,585 | | | 17,485 | |
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| | | | 172,040 | | | 161,801 | | | 344,125 | | | 328,345 | |
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Operating income | | | | 4,977 | | | 16,742 | | | 8,289 | | | 43,377 | |
Interest income, net | | | | 3,707 | | | 1,033 | | | 7,011 | | | 446 | |
Other income, net | | | | 82 | | | 127 | | | 360 | | | 172 | |
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Income from continuing operations before income taxes | | | | 8,766 | | | 17,902 | | | 15,660 | | | 43,995 | |
Income tax expense (benefit) | | | | 13,873 | | | (23,294 | ) | | 24,516 | | | 16,241 | |
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(Loss) income from continuing operations | | | | (5,107 | ) | | 41,196 | | | (8,856 | ) | | 27,754 | |
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Discontinued operations: | | | | | | | | | | | | | | |
Income from discontinued operations | | | | -- | | | 1,246 | | | -- | | | 15,585 | |
Loss on disposal of discontinued operations | | | | -- | | | -- | | | -- | | | (28,882 | ) |
Income tax expense | | | | -- | | | 438 | | | -- | | | 12,229 | |
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Income (loss) from discontinued operations | | | | -- | | | 808 | | | -- | | | (25,526 | ) |
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Net (loss) income | | | $ | (5,107 | ) | $ | 42,004 | | $ | (8,856 | ) | $ | 2,228 | |
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Basic and diluted per share: | | | | | | | | | | | | | | |
(Loss) income from continuing operations | | | $ | (0.01 | ) | $ | 0.10 | | $ | (0.02 | ) | $ | 0.07 | |
Loss from discontinued operations | | | | -- | | | -- | | | -- | | | (0.06 | ) |
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Net (loss) income | | | $ | (0.01 | ) | $ | 0.10 | | $ | (0.02 | ) | $ | 0.01 | |
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Weighted average shares outstanding - basic | | | | 424,919 | | | 423,379 | | | 424,603 | | | 421,706 | |
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Weighted average shares outstanding - diluted | | | | 424,919 | | | 425,874 | | | 424,603 | | | 426,089 | |
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See Notes to Condensed Consolidated Financial Statements as filed in the Company’s Form 10-Q.
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GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—UNAUDITED
(In thousands)
| Six Months Ended |
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| June 30,
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| 2005
| 2004
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Cash flows from operating activities: | | | | | | | | |
Net (loss) income | | | $ | (8,856 | ) | $ | 2,228 | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | |
Depreciation and amortization | | | | 14,585 | | | 17,485 | |
Deferred income taxes | | | | (57,841 | ) | | 21,527 | |
Loss on disposal of discontinued operations | | | | -- | | | 28,882 | |
Transfer to restricted cash | | | | -- | | | (43,425 | ) |
Gain on lease settlement | | | | -- | | | (10,088 | ) |
Other | | | | 1,726 | | | 458 | |
Changes in operating assets and liabilities: | | | | | | | | |
Receivables | | | | 7,172 | | | 2,845 | |
Income taxes receivable | | | | 4,692 | | | 739 | |
Other assets | | | | 8,656 | | | 5,878 | |
Accounts payable, accrued liabilities and other liabilities | | | | (32,603 | ) | | 918 | |
Income taxes payable | | | | 46,078 | | | 993 | |
Deferred revenue | | | | (32,294 | ) | | 396,249 | |
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Net cash (used in) provided by operating activities | | | | (48,685 | ) | | 424,689 | |
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Cash flows from investing activities: | | | | | | | | |
Proceeds from dispositions of businesses | | | | -- | | | 46,000 | |
Investments and acquisitions | | | | -- | | | (15,000 | ) |
Purchases of marketable securities | | | | (12,961 | ) | | (4,744 | ) |
Maturities of marketable securities | | | | 14,185 | | | 4,775 | |
Proceeds from sale of assets | | | | 134 | | | 2,570 | |
Additions to property and equipment | | | | (6,704 | ) | | (5,082 | ) |
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Net cash (used in) provided by investing activities | | | | (5,346 | ) | | 28,519 | |
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Cash flows from financing activities: | | | | | | | | |
Repayments under bank credit facility and term loan | | | | -- | | | (138,448 | ) |
Repayment of capital lease obligations | | | | (252 | ) | | (1,142 | ) |
Proceeds from exercise of stock options | | | | 4,304 | | | 26,525 | |
Distributions to minority interests | | | | -- | | | (1,060 | ) |
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Net cash provided by (used in) financing activities | | | | 4,052 | | | (114,125 | ) |
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Effect of exchange rate changes on cash and cash equivalents | | | | (300 | ) | | (118 | ) |
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Net (decrease) increase in cash and cash equivalents . | | | | (50,279 | ) | | 338,965 | |
Cash and cash equivalents at beginning of period | | | | 558,529 | | | 257,360 | |
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Cash and cash equivalents at end of period | | | $ | 508,250 | | $ | 596,325 | |
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See Notes to Condensed Consolidated Financial Statements as filed in the Company’s Form 10-Q.
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Additional Segment Revenue Information
Publishing Segment (in thousands):
| Three months ended | | Six months ended | |
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| June 30,
| Change
| June 30,
| Change
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| 2005
| 2004
| Dollars
| Percent
| 2005
| 2004
| Dollars
| Percent
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TV Guide magazine (1) | | | $ | 65,974 | | $ | 81,366 | | $ | (15,392 | ) | | (18.9 | )% | $ | 134,955 | | $ | 167,656 | | $ | (32,701 | ) | | (19.5 | )% |
SkyMall | | | | 18,737 | | | 11,863 | | | 6,874 | | | 57.9 | % | | 30,066 | | | 22,574 | | | 7,492 | | | 33.2 | % |
Inside TV (1) | | | | (1,542 | ) | | -- | | | (1,542 | ) | | -- | | | (1,542 | ) | | -- | | | (1,542 | ) | | -- | |
TV Guide Online | | | | 1,509 | | | 1,767 | | | (258 | ) | | (14.6 | )% | | 3,441 | | | 3,050 | | | 391 | | | 12.8 | % |
Other | | | | 94 | | | 92 | | | 2 | | | 2.2 | % | | 186 | | | 170 | | | 16 | | | 9.4 | % |
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Total | | | $ | 84,772 | | $ | 95,088 | | | (10,316 | ) | | (10.8 | )% | $ | 167,106 | | $ | 193,450 | | $ | (26,344 | ) | | (13.6 | )% |
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(1) TV Guide magazine and Inside TV revenues are reported net of rack costs, retail display allowances, distribution fees and initial placement order (“IPO”) fees. IPO fees are initial fees paid to retailers for front end display pocket space at check out counters. The amounts reported for Inside TV include $3.0 million in IPO fees.
Cable and Satellite Segment (in thousands):
| Three months ended | | Six months ended | |
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| June 30,
| Change
| June 30,
| Change
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| 2005
| 2004
| Dollars
| Percent
| 2005
| 2004
| Dollars
| Percent
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TV Guide Channel | | | $ | 31,729 | | $ | 31,148 | | $ | 581 | | | 1.9 | % | $ | 64,533 | | $ | 57,990 | | $ | 6,543 | | | 11.3 | % |
TV Guide Interactive | | | | 23,180 | | | 21,307 | | | 1,873 | | | 8.8 | % | | 46,758 | | | 30,965 | | | 15,793 | | | 51.0 | % |
TVG Network | | | | 14,544 | | | 10,565 | | | 3,979 | | | 37.7 | % | | 22,953 | | | 16,193 | | | 6,760 | | | 41.7 | % |
TV Guide Spot | | | | 14 | | | -- | | | 14 | | | -- | | | 36 | | | -- | | | 36 | | | -- | |
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Total | | | $ | 69,467 | | $ | 63,020 | | $ | 6,447 | | | 10.2 | % | $ | 134,280 | | $ | 105,148 | | $ | 29,132 | | | 27.7 | % |
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CE Licensing Segment (in thousands):
| Three months ended | | Six months ended | |
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| June 30,
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| June 30,
| Change
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| 2005
| 2004
| Dollars
| Percent
| 2005
| 2004
| Dollars
| Percent
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VCR Plus+ | | | $ | 9,267 | | $ | 10,776 | | $ | (1,509 | ) | | (14.0 | )% | $ | 23,379 | | $ | 29,178 | | | (5,799 | ) | | (19.9 | )% |
CE IPG | | | | 10,683 | | | 7,762 | | | 2,921 | | | 37.6 | % | | 22,127 | | | 31,346 | | | (9,219 | ) | | (29.4 | % |
DBS | | | | 398 | | | -- | | | 398 | | | -- | | | 694 | | | 9,167 | | | (8,473 | ) | | (92.4 | )% |
Other | | | | 2,430 | | | 1,897 | | | 533 | | | 28.1 | % | | 4,828 | | | 3,433 | | | 1,395 | | | 40.6 | % |
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Total | | | $ | 22,778 | | $ | 20,435 | | $ | 2,343 | | | 11.5 | % | $ | 51,028 | | $ | 73,124 | | $ | (22,096 | ) | | (30.2 | )% |
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