SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q ----------- [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number: 333-03741 333-03741-01 MUZAK LIMITED PARTNERSHIP MUZAK CAPITAL CORPORATION (Exact Name of Registrants as Specified in their Charter) DELAWARE 13-3647593 DELAWARE 91-1722302 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 2901 THIRD AVE., SUITE 400 SEATTLE, WA 98121 (206) 633-3000 (Address, Including Zip Code, and Telephone Number, Including Area Code of Registrants' Principal Executive Offices) N/A (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [x] No [_] Muzak Capital Corporation meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, at August 14, 1997: Muzak Capital Corporation - 100. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MUZAK LIMITED PARTNERSHIP Consolidated Balance Sheets (In thousands) June 30, December 31, 1997 1997 ------ ------ (Unaudited) ASSETS Current Assets: Cash and cash equivalents. . . . . . . . . . . $20,313 $25,686 Accounts receivable, net of allowance for doubtful accounts of $526 and $496. . . . . . 14,957 15,600 Inventories. . . . . . . . . . . . . . . . . . 3,617 3,722 Prepaid expenses . . . . . . . . . . . . . . . 1,338 1,607 Other . . . . . . . . . . . . . . . . . . . . 398 351 -------- -------- Total current assets . . . . . . . . . . . . 40,623 46,966 Property and equipment, net. . . . . . . . . . 37,409 37,182 Deferred costs and intangible assets, net. . . 31,127 33,765 Other . . . . . . . . . . . . . . . . . . . . 1,684 1,129 -------- -------- Total assets . . . . . . . . . . . . . . . . $110,843 $119,042 ======== ======== LIABILITIES AND PARTNERS' DEFICIT Current Liabilities: Accounts payable . . . . . . . . . . . . . . . 5,174 8,681 Advance billings . . . . . . . . . . . . . . . 4,898 4,688 Accrued interest . . . . . . . . . . . . . . . 2,500 2,500 Accrued expenses . . . . . . . . . . . . . . . 3,876 2,423 Current portion of long-term obligations . . . 544 482 Current portion of equity repurchase obligations . . . . . . . . . . . . . . . . . 1,225 - -------- -------- Total current liabilities. . . . . . . . . . 18,217 18,774 Long-term obligations, net of current portion . . . . . . . . . . . . . . . . . . . 100,817 100,620 Unearned installation income . . . . . . . . . 3,915 3,637 Commitments and contingencies. . . . . . . . . - - Redeemable preferred partnership interests . . . . . . . . . . . . . . . . . . 6,290 6,091 Equity repurchase obligations, net of current portion . . . . . . . . . . . . . . . 1,132 - Partners' Deficit: Limited partners' interests (deficiencies) . . (1,485) 2,170 General partners' deficiencies . . . . . . . . (18,043) (12,250) -------- -------- Total partners' deficit. . . . . . . . . . . (19,528) (10,080) -------- -------- Total liabilities and partners' deficit. . . $110,843 $119,042 ======== ======== The accompanying notes are an integral part of these financial statements. MUZAK LIMITED PARTNERSHIP Consolidated Statement of Operations (Unaudited) (In thousands) Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ---- ---- ---- ---- Revenues: Music and other business services. . . $14,459 $13,671 $28,778 $26,977 Equipment and related services . . . . 7,613 7,546 15,087 15,180 ------- ------- ------- ------- Total revenues. . . . . . . . . . . . 22,072 21,217 43,865 42,157 ------- ------- ------- ------- Cost of revenues: Music and other business services. . . 4,368 3,792 8,621 7,501 Equipment and related services . . . . 5,041 5,050 9,966 10,304 ------- ------- ------- ------- Total cost of revenues. . . . . . . . 9,409 8,842 18,587 17,805 ------- ------- ------- ------- Gross profit . . . . . . . . . . . . . . 12,663 12,375 25,278 24,352 Selling, general and administrative expenses. . . . . . . . . . . . . . . . 8,690 7,581 16,613 15,107 Depreciation . . . . . . . . . . . . . . 2,942 2,618 5,804 5,155 Amortization . . . . . . . . . . . . . . 2,484 2,327 4,945 4,464 ------- ------- ------- ------- Operating income (loss) . . . . . . . (1,453) (151) (2,084) (374) Interest expense . . . . . . . . . . . . (2,680) (1,776) (5,375) (3,574) Interest income. . . . . . . . . . . . . 279 24 610 52 Equity in losses of joint venture. . . . (336) (75) (494) (118) Other income (expense), net. . . . . . . 368 (55) 355 (161) ------- ------- ------- ------- Net loss. . . . . . . . . . . . . . . (3,822) (2,033) (6,988) (4,175) Redeemable preferred returns. . . . . (99) (272) (199) (543) ------- ------- ------- ------- Net loss attributable to general and limited partners. . . . . . . . . ($3,921) ($2,305) ($7,187) ($4,718) ======= ======= ======= ======= The accompanying notes are an integral part of these financial statements. MUZAK LIMITED PARTNERSHIP Consolidated Statement of Cash Flows (Unaudited) (In thousands) Six Months Ended June 30, 1997 1996 ---- ---- OPERATING ACTIVITIES Net loss . . . . . . . . . . . . . . . . . . . . .($6,988) ($4,175) Adjustments to reconcile net loss to net cash provided by operating activities: Provision for doubtful accounts. . . . . . . . . 181 225 Depreciation . . . . . . . . . . . . . . . . . . 5,804 5,155 Amortization, net of deferred financing cost . . 4,946 4,464 Deferred financing cost amortization . . . . . . 338 605 Equity in losses of joint venture. . . . . . . . 494 117 Gain on sale of affiliate. . . . . . . . . . . . (389) - Non-cash incentive compensation. . . . . . . . . 100 - Change in operating assets and liabilities: Accounts receivable. . . . . . . . . . . . . . . 462 750 Inventories. . . . . . . . . . . . . . . . . . . 105 220 Accounts payable . . . . . . . . . . . . . . . . (3,507) 1,531 Advance billings . . . . . . . . . . . . . . . . 210 107 Accrued interest . . . . . . . . . . . . . . . . - (72) Accrued expenses . . . . . . . . . . . . . . . . 1,453 1,161 Unearned installation income . . . . . . . . . . 278 406 Other, net . . . . . . . . . . . . . . . . . . . 223 70 ------- ------- Net cash provided by operating activities. . . . 3,710 10,564 ------- ------- INVESTING ACTIVITIES Additions to property and equipment. . . . . . . . (6,110) (4,546) Additions to deferred costs and intangible assets. (2,911) (2,870) Investment in joint venture. . . . . . . . . . . . (804) - Proceeds from sale of affiliate. . . . . . . . . . 1,260 - Other, net . . . . . . . . . . . . . . . . . . . . (269) 155 . . . . . . . . . . . . . . . . . . . . . . . .------- ------- Net cash used in investing activities. . . . . . (8,834) (7,261) ------- ------- FINANCING ACTIVITIES Borrowings under revolving notes payable, net. . . - 1,450 Principal payments on long-term debt . . . . . . . (11) (2,536) Principal payments under capital leases. . . . . . (233) (213) Contributions by partners. . . . . . . . . . . . . 29 172 Other, net . . . . . . . . . . . . . . . . . . . . (34) (52) ------- ------- Net cash used in financing activities. . . . . . (249) (1,179) ------- ------- Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . (5,373) 2,124 CASH AND CASH EQUIVALENTS, beginning of period . . . 25,686 1,115 ------- ------- CASH AND CASH EQUIVALENTS, end of period . . . . . .$20,313 $3,239 ======= ======= The accompanying notes are an integral part of these financial statements. MUZAK LIMITED PARTNERSHIP FORM 10-Q Notes to Consolidated Financial Statements Six months ended June 30, 1997 and 1996 (Unaudited) NOTE 1. FINANCIAL STATEMENT PREPARATION: The consolidated financial statements as of June 30, 1997 and December 31, 1996 and for the three and six month periods ended June 30, 1997 and 1996 have been prepared by Muzak Limited Partnership (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). The financial information as of and for the three and six month periods ended June 30, 1997 and 1996 is unaudited, but, in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with the rules and regulations of the Commission. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K filed with the Commission on March 31, 1997. The results of operations for the three and six month periods ended June 30, 1997 are not necessarily indicative of the Company's results of operations for the entire fiscal year ended December 31, 1997. Certain reclassifications of prior year balances have been made for consistent presentation. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation - The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly- owned subsidiary, Muzak Capital Corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. New Accounting Pronouncements - SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," were recently issued and are effective for the Company's year ending December 31, 1998. The Company is currently evaluating the effects of these standards. Management believes that the impact of adopting these standards will not be material to the financial statements, taken as a whole. NOTE 3. PROPERTY AND EQUIPMENT, NET: Property and equipment consist of the following (in thousands): June 30, December 31, 1997 1996 ------- ------- Equipment provided to subscribers. . . . $53,124 $49,340 Machinery and equipment. . . . . . . . . 11,575 10,745 Vehicles . . . . . . . . . . . . . . . . 3,417 3,072 Furniture and fixtures . . . . . . . . . 2,280 2,260 Land and buildings . . . . . . . . . . . 858 858 Leasehold improvements . . . . . . . . . 856 916 ------- ------- Total property and equipment. . . . 72,110 67,191 Less: Accumulated depreciation and amortization. . . . . . . . . (34,701) (30,009) ------- ------- $37,409 $37,182 ======= ======= NOTE 4. DEFERRED COSTS AND INTANGIBLE ASSETS, NET: Deferred costs and intangible assets consists of the following (in thousands): June 30, December 31, 1997 1996 ------- ------- Income producing contracts . . . . . . . $39,328 $39,830 Deferred subscriber acquisition costs. . 12,704 11,056 Master recording rights and deferred production costs . . . . . . . . . . 10,922 9,883 Deferred financing costs . . . . . . . . 4,423 4,423 Organization costs . . . . . . . . . . 4,432 4,432 Non-compete agreements . . . . . . . . . 846 846 Other. . . . . . . . . . . . . . . . . . 774 758 ------- ------- Total deferred costs and intangible assets. . . . . . . . . 73,429 71,228 Less: Accumulated amortization. . . . . (42,302) (37,463) ------- ------- $31,127 $33,765 ======= ======= NOTE 5. LONG-TERM OBLIGATIONS: Long-term obligations are summarized as follows (in thousands): June 30, 1997 December 31, 1996 -------- -------- Senior notes . . . . . . . . . . . . . $100,000 $100,000 Capital lease obligations. . . . . . . 1,205 935 Other. . . . . . . . . . . . . . . . . 156 167 -------- -------- Total long-term obligations . . . 101,361 101,102 Less: Current portion . . . . . . . . (544) (482) -------- -------- $100,817 $100,620 ======== ======== NOTE 6. SEVERANCE AGREEMENTS: The Company entered into individual severance agreements with six separated members of management which provide for the following: Severance Payments: Included in selling, general and administration expense, the Company took a charge of approximately $750,000 in the second quarter of 1997 for severance payments that will be paid over the next eighteen months. Equity Repurchase Obligations: The agreements provide for the redemption of the separated employees' entire partnership interest in the Company. The total repurchase obligation for the separated employees' partnership interests under those severance agreements as of June 30, 1997 is $2,357,000 at a redemption price of $2.33 per partnership interest unit. In accordance with these severance agreements, on July 15, 1997, the Company redeemed 311,233 partnership interest units totaling $725,172. Partially offsetting these redemptions was the purchase of 107,296 partnership interest units by existing and new management members for $250,000. In addition, the Company paid $1,262,000 to five of the six separated management members in exchange for notes bearing interest at 7% per annum. Options to Purchase Partnership Interest Units: The options of the separated members of management were canceled by the Company. Four of the separated members of management received $24,828 in the aggregate for such canceled options and new options were issued to the remaining two separated members. The Company has adequately accrued compensation expense related to the new and the canceled options. NOTE 7. SALE OF AFFILIATE: On June 1, 1997, the Company sold its Spokane, Washington affiliate to an existing Muzak franchisee for $1.4 million, of which $1,260,000 was received at closing and $140,000 remains in escrow subject to purchase price adjustments. The Spokane franchise territory includes 31 counties in Washington, Idaho, and Oregon. NOTE 8. SUBSEQUENT EVENTS: The Company has signed letters of intent related to three acquisitions for a total purchase price of approximately $2.75 million. NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest expense for the six month periods ended June 30, 1997 and 1996 was approximately $5,038,000 and $3,025,000, respectively. Non-cash financing and investing items for the six month periods ended June 30, 1997 and 1996 include the following: - The transfer of inventory, prepaid expenses, and machinery and equipment with a book value of $394,000 from a business segment in exchange for a note receivable in April, 1996. - Organization costs of $700,000 related to an unconsummated equity financing which were capitalized and included in accounts payable during the second quarter of 1996 and were subsequently written off in the fourth quarter of 1996. - Purchases of vehicles acquired under capital leases during the six month periods ended June 30, 1997 and 1996 of approximately $499,000 and $293,000, respectively. MUZAK CAPITAL CORPORATION BALANCE SHEET June 30, 1997 ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 STOCKHOLDER'S EQUITY Preferred Stock--authorized 10,000,000 shares of $0.01 par value each; no shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . $ -- Common Stock--authorized 30,000,000 shares of $0.01 par value each; 100 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . 1 TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 NOTE TO FINANCIAL STATEMENT Muzak Capital Corporation ("Capital Corp."), a wholly-owned subsidiary of Muzak Limited Partnership (the "Company"), was formed on May 8, 1996. Capital Corp. has no independent operations and is dependent on the cash flow of the Company to meet its sole obligation as co-issuer with the Company of the 10% Senior Notes due 2003, the payment of principal and interest thereon when due. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the registrant's Form 10-K filed with the Securities and Exchange Commission on March 31, 1997. FORWARD-LOOKING STATEMENTS When used in this Quarterly Report on Form 10-Q or future filings by the Company, as defined below, and Capital Corp., as defined below, with the Securities and Exchange Commission, in the Company's and Capital Corp.'s press releases or other public communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company and Capital Corp. wish to caution readers not to place undo reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including rapid technological change, competitive pricing, concentrations in and dependence on satellite delivery capabilities, and development of new services could affect the Company's and Capital Corp.'s financial performance and could cause the Company's and Capital Corp.'s actual results for future periods to differ materially from those anticipated or projected. The Company and Capital Corp. do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. RESULTS OF OPERATIONS Revenues. Total revenues increased 4.0% and 4.1% for the three and six month periods ended June 30, 1997, respectively, as compared to the same periods in 1996. These increases were primarily due to a net increase in monthly recurring service billings while equipment and related services revenues remained essentially flat as compared to the 1996 periods. Monthly recurring service billings increased by $24,000 and $46,000 over the three and six month periods ended June 30, 1997, respectively, as compared to the same periods in 1996. Equipment and related services revenues were impacted by a higher percentage of new installations using EchoStar equipment than in the prior year. As the Company's affiliates install more EchoStar equipment, the mix of equipment purchased from the Company decreases as all EchoStar equipment is purchased directly from EchoStar or other outside vendors. Gross Profit. Gross profit increased 2.3% and 3.8% over the three and six month periods ended June 30, 1997, respectively, as compared to the same periods in 1996, but gross margins as a percentage of revenues decreased slightly over the same periods. Gross margins for the three and six month periods ended June 30, 1997 were 57.4% and 57.6%, respectively, a decline from the 58.3% and 57.8% for the same periods during 1996. The decline in margins is primarily due to installation costs related to a higher level of installations during the 1997 periods over the 1996 periods. In addition, satellite uplink fees for the EchoStar satellite which were minimal during the 1996 period negatively impacted margins for the three and six month periods ended June 30, 1997 as compared to the same periods during 1996. These fees increased significantly in February 1997, when the EchoStar II satellite became functional, in accordance with the Company's agreements with EchoStar. Our EchoStar residential revenues are growing and are now approximately equal to the costs of these satellite facilities on a monthly basis. Management anticipates that no further increases to these fees will occur. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased as a percentage of revenues for the three and six month periods ended June 30, 1997, as compared to the same periods in 1996. These expenses, as a percentage of revenues, were 39.4% and 37.9% for the three and six month periods ended June 30, 1997, as compared to 35.7% and 35.8% for the same periods in 1996. These increases were a result of approximately $750,000 in severance charges during the second quarter of 1997 related to certain management changes as well as increased sales costs incurred to generate the increases in monthly recurring services billings as compared to the same periods last year. As commissions are paid based on the future value of these new contracts, these sales costs are incurred prior to the benefits derived from the recurring revenues. Because of this, as long as the Company continues to experience high sales levels, sales costs associated with these recurring sales will continue to negatively impact immediate operating results. Depreciation and Amortization. Depreciation and amortization expenses increased $500,000 and $1.1 million for the three and six month periods ended June 30, 1997, respectively, as compared to the same periods during 1996. These increases were primarily the result of investments in maintaining and expanding the subscriber base over the last twelve months as well as capital investments in other business opportunities, such as costs of the new EchoStar uplink facility and start-up costs to create the Company's internet MusicServer product. Interest Expense and Other Income. Interest expense net of interest income, equity in losses of joint venture and other income and expense increased $500,000 and $1.1 million for the three and six month periods ended June 30, 1997, respectively, as compared to the same periods during 1996. These increases were primarily the result of increased interest expense for the 1997 periods related to an increase in average interest bearing debt outstanding since the October 1996 offering by the Company and Muzak Capital Corporation of $100 million of 10% Senior Notes due 2003. Average interest- bearing debt for the six months ended June 30, 1997 was $101.0 million compared to $60.9 million for the six months ended June 30, 1996. Net Loss. Net loss increased to $3.8 and $7.0 million for the three and six month periods ended June 30, 1997, respectively, as compared to $2.0 and $4.2 million for the same periods in 1996. LIQUIDITY AND CAPITAL RESOURCES Six Months Ended June 30, 1997. Cash and cash equivalents decreased from $25.7 million as of December 31, 1996 to $20.3 million as of June 30, 1997. The Company's cash provided by operations for this period was $3.7 million, including a net use of operating assets and liabilities of $776,000. Operating cash flow and the reduction in cash and cash equivalents were used to fund capital requirements associated with maintaining and expanding the subscriber base and to reduce current liabilities. In addition to these capital requirements, investing activities also include $1,260,000 in proceeds from the sale of the Spokane, Washington operation and an additional investment of $800,000 in Muzak Europe B.V., a joint venture in Europe in which the Company is a 50% partner. Outlook. The Company believes that its cash flows from operations, borrowing availability and cash on hand will be adequate to support currently planned business operations, capital expenditures and debt service requirements at least through December, 1998. Equity repurchase obligations for $2,357,000 were recorded by the Company in June, 1997 related to individual severance agreements with six separated members of management. In addition, the Company currently has signed letters of intent related to three acquisitions for a total purchase price of approximately $2,750,000. Other than these transactions, if the Company engages in one or more material acquisitions, joint ventures or alliances or other major business initiatives requiring significant cash commitments, or incurs unanticipated expenses, additional capital could be required. Muzak Capital Corporation. Muzak Capital Corporation ("Capital Corp."), a wholly-owned subsidiary of the Company, was organized May 8, 1996, has nominal assets and conducts no business operations. Capital Corp. has no independent operations and is dependent on the cash flow of the Company to meet its sole obligation, the payment of interest and principal on the Senior Notes when due. A discussion of Capital Corp. has been omitted in the period-to-period comparison due to its lack of significant assets and lack of operations. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is subject to various proceedings arising in the normal course of business, none of which, individually or in the aggregate, is expected to have a material adverse effect on the Company's financial condition, results of operations or liquidity. ITEM 2. CHANGES IN SECURITIES. On July 25, 1997, the Company sold a total of 107,296 Class B limited partnership units to two executive officers of the Company for a total consideration of $250,000. The sales of the 107,296 Class B limited partnership units was made in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 27.1 Financial Data Schedule of Muzak Limited Partnership 27.2 Financial Data Schedule of Muzak Capital Corporation (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. MUZAK LIMITED PARTNERSHIP By: /s/ Brad D. Bodenman --------------------- Date: August 14, 1997 Brad D. Bodenman Controller (Principal Financial Officer and Chief Accounting Officer of Muzak Limited Partnership) MUZAK CAPITAL CORPORATION By: /s/ Brad D. Bodenman --------------------- Date: August 14, 1997 Brad D. Bodenman Controller (Principal Financial Officer and Chief Accounting Officer of Muzak Capital Corporation)