United states securities and exchange commission



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TV Guide Entertainment Group, LLC

 

 

 

 

 

 

 

 

Consolidated Statements of Changes in Members’ Equity (Deficit)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Units

 

Accumulated

 

 

 

Number

 

Amount

 

Deficit

 

Total

 

 

 

 

 

 

 

 

Balance at March 31, 2010

100




 

$

80,536




 

$

(20,960

)

 

$

59,576




Share-based compensation






 

502




 






 

502




Net loss






 






 

(28,540

)

 

(28,540

)

Balance at March 31, 2011

100




 

81,038




 

(49,500

)

 

31,538




Share-based compensation






 

502




 






 

502




Net loss






 






 

(48,435

)

 

(48,435

)

Balance at March 31, 2012

100




 

$

81,540




 

$

(97,935

)

 

$

(16,395

)

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 

 

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TV Guide Entertainment Group, LLC

 

 

 

 

Consolidated Statements of Cash Flows

(In thousands)

 

 

 

 

 

 

 

 

 

Year Ended March 31

 

2012

 

2011

Operating activities

 

 

 

Net loss

$

(48,435

)

 

$

(28,540

)

Adjustments to reconcile net loss to net cash (used in) provided by

   operating activities:



 

 

 

Depreciation and amortization

11,602




 

15,331




Gain on sale of property and equipment

(15

)

 






Amortization of programming costs

51,279




 

36,368




Allowance for doubtful accounts

(5

)

 

(119

)

Share-based compensation

502




 

502




Interest accretion on preferred units and 10% dividend

29,688




 

27,703




Dividend to preferred unit holders






 

(20,000

)

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

3,225




 

(1,351

)

Programming costs

(38,669

)

 

(57,850

)

Prepaid expenses and other assets

(772

)

 

213




Accounts payable and other accrued liabilities

(3,229

)

 

1,039




Due to related party

965




 

11,708




Accrued programming costs

(3,626

)

 

7,446




Deferred revenue

(1,260

)

 

(1,128

)

Net cash provided by (used in) provided by operating activities

1,250




 

(8,678

)

Investing activities

 

 

 

Proceeds from sale of property and equipment

16




 






Additions to property and equipment

(1,096

)

 

(1,884

)

Cash used in investing activities

(1,080

)

 

(1,884

)

Financing activities

 

 

 

Principal payments of capital lease obligations

(944

)

 

(883

)

Net cash used in financing activities

(944

)

 

(883

)

 

 

 

 

Net change in cash and cash equivalents

(774

)

 

(11,445

)

Cash and cash equivalents at beginning of year

10,734




 

22,179




Cash and cash equivalents at end of year

$

9,960




 

$

10,734




 

 

 

 

See accompanying notes.

 

 

 

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TV Guide Entertainment Group, LLC

Notes to Consolidated Financial Statements

March 31, 2012

1. Description of Business, Organization, and Basis of Presentation

Description of Business

TV Guide Entertainment Group, LLC, a limited liability company (“the Company”), was formed pursuant to a Limited Liability Agreement dated May 28, 2009. TV Guide Entertainment Group, LLC includes the operations of its consolidated subsidiaries, which include TV Guide Network, TV Guide Online, TV Guide Broadband, and TV Guide Video On Demand. The Company conducts substantially all of its business in the United States.

TV Guide Network offers entertainment and television guidance-related programming as well as localized program listings and descriptions primarily in the United States. TV Guide Network is typically included in a basic or expanded basic viewing package offered by cable or satellite operators to their subscribers. TV Guide Online is currently comprised of two entertainment web sites, led by tvguide.com, which feature a combination of entertainment news, video programming, celebrity information, localized channel listings, editorial guidance, community features, and search features. TV Guide Video On Demand and TV Guide Broadband are advertiser supported, video-on-demand services featuring short-form, originally produced entertainment programs about television programming. TV Guide Broadband is available on www.tvguide.com and is also distributed on major video portals such as Hulu and YouTube.

Organization and Basis of Presentation

In January 2009, Lions Gate Entertainment Corp. (“Lions Gate”) entered into an Equity Purchase Agreement with Macrovision Solutions Corporation (“Macrovision,” later renamed Rovi Corporation, “Rovi”), for the purchase of all of the issued and outstanding equity interests of TV Guide Entertainment Group, Inc. The acquisition closed on February 28, 2009. At the time of the acquisition, Lions Gate allocated its purchase price to the estimated fair values of the tangible and intangible assets and liabilities of TV Guide Entertainment Group, Inc. The purchase price allocation has been pushed down to the Company. The excess of the purchase price over the estimated fair value of the net tangible and intangible assets and liabilities acquired was recorded as goodwill. The Company believes the goodwill represents the value of its existing workforce and position in the industry.



Conversion to a Limited Liability Company. On May 18, 2009, the Company was converted to a limited liability company, and the previous common shares of TV Guide Entertainment Group, Inc. were effectively exchanged for members' interest in TV Guide Entertainment Group, LLC.

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