United states securities and exchange commission



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Report of Independent Auditors

The Board of Managers

TV Guide Entertainment Group, LLC

We have audited the accompanying consolidated balance sheets of TV Guide Entertainment Group, LLC (the “Company”) as of March 31, 2011 and 2010, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TV Guide Entertainment Group, LLC at March 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Los Angeles, California

May 31, 2011



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TV Guide Entertainment Group, LLC

 

 

 

 

Consolidated Balance Sheets

(In thousands)

 

 

 

 

 

 

 

 

 

March 31

 

2011

 

2010

Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

10,734




 

$

22,179




Accounts receivable, net

21,168




 

19,698




Programming costs

10,478




 

2,820




Prepaid expenses and other current assets

1,117




 

1,266




Total current assets

43,497




 

45,963




 

 

 

 

Noncurrent assets:

 

 

 

Property and equipment, net

16,995




 

21,163




Programming costs, net of current portion

30,547




 

16,723




Amortizable intangible assets, net

60,858




 

70,137




Goodwill

152,599




 

152,599




Other assets

246




 

310




Total assets

$

304,742




 

$

306,895




 

 

 

 

Liabilities and members’ equity

 

 

 

Current liabilities:

 

 

 

Accounts payable and other accrued liabilities

$

18,002




 

$

16,963




Due to related party

3,679




 

965




Current portion of capital lease obligation

944




 

883




Deferred revenue

1,933




 

2,033




Accrued programming costs

7,568




 

3,280




Total current liabilities

32,126




 

24,124




 

 

 

 

Noncurrent liabilities:

 

 

 

Capital lease obligation, net of current portion

9,345




 

10,289




Deferred revenue, net of current portion

4,360




 

5,388




Due to related party, net of current portion

8,994




 

 

Accrued programming costs, net of current portion

17,655




 

14,497




Mandatorily redeemable preferred units

200,724




 

193,021




Total liabilities

273,204




 

247,319




 

 

 

 

Members’ equity

31,538




 

59,576




Total liabilities and members’ equity

$

304,742




 

$

306,895




 

 

 

 

See accompanying notes.

 

 

 



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