<PAGE> 1
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 Quarter Ended September 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from n/a to n/a
----------
Commission File Number 0-27192
ASCENT ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1930707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9197 South Peoria Street
Englewood, Colorado 80112
(Address of principal executive office)
(720) 875-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X(*)
--- ----
The number of shares outstanding of the Registrant's Common Stock as of
September 30, 2000 was 1,000 shares.
(*) The Registrant filed a Form 15 with the Securities and Exchange Commission
on June 8, 2000 and is no longer subject to such filing requirements. This
filing is being made in accordance with the requirements of the
Registrant's Indenture for its 11.875% Senior Secured Notes.
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 308,085 $ 60,349
Receivables, net 38,134 33,492
Prepaid expenses and other current assets 1,908 3,592
Net assets of discontinued operations (Note 3) -- 82,216
--------- ---------
Total current assets 348,127 179,649
--------- ---------
Property and equipment, net 316,326 294,498
Goodwill, net 85,274 90,086
Investments (Note 4) 3,348 364
Deferred income taxes 17,854 9,320
Other assets, net 8,507 7,384
--------- ---------
Total Assets $ 779,436 $ 581,301
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 37,425 $ 32,038
Payable to stockholder, net (Note 2) 28,746 --
Deferred income 2,848 788
Other taxes payable 4,781 5,476
Accrued compensation 10,208 10,715
Income taxes payable 1,671 1,680
Current portion of capital lease obligations 1,807 2,533
Other accrued liabilities 13,641 15,140
--------- ---------
Total current liabilities 101,127 68,370
--------- ---------
Long-term debt (Note 5) 399,341 339,922
Obligations under capital leases and other
long-term liabilities 1,848 2,082
--------- ---------
Total liabilities 502,316 410,374
--------- ---------
Minority interest 62,979 71,206
Commitments and contingencies (Note 6) -- --
Stockholder's equity (Notes 2 and 7):
Preferred stock, par value $.01 per
share, 5,000 shares authorized and none
outstanding at December 31, 1999 and
none authorized at September 30, 2000 -- --
Common stock, par value $.01 per share,
60,000,000 shares authorized, 29,756,000
shares issued and outstanding at December
31, 1999; 50,000 shares authorized, and 1,000
shares issued and outstanding at September 30, 2000 1 297
Additional paid-in capital 307,810 307,873
Accumulated deficit (93,670) (208,449)
--------- ---------
Total stockholder's equity 214,141 99,721
--------- ---------
Total Liabilities and Stockholder's Equity $ 779,436 $ 581,301
========= =========
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
2
<PAGE> 3
ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 74,556 $ 73,147 $ 215,917 $ 207,743
Operating expenses:
Cost of services 54,370 47,749 152,851 139,779
Depreciation and amortization 22,233 27,220 66,113 79,248
General and administrative 629 3,414 18,397 11,323
--------- --------- --------- ---------
Total operating expenses 77,232 78,383 237,361 230,350
--------- --------- --------- ---------
Loss from continuing operations before
interest, taxes and minority interest (2,676) (5,236) (21,444) (22,607)
Interest and other income, net 4,915 1,023 6,446 4,502
Interest expense (10,068) (7,413) (26,968) (21,364)
--------- --------- --------- ---------
Loss from continuing operations before
taxes and minority interest (7,829) (11,626) (41,966) (39,469)
Income tax benefit 3,921 34 3,059 1,024
--------- --------- --------- ---------
Loss from continuing operations before
minority interest (3,908) (11,592) (38,907) (38,445)
Minority interest in loss of subsidiary,
net of taxes 3,703 2,156 8,725 8,768
--------- --------- --------- ---------
Loss from continuing operations (205) (9,436) (30,182) (29,677)
Income (loss) from discontinued operations,
net of taxes (Note 3) -- (4,557) 3,631 (13,264)
Gain from sale of discontinued
operations, net of taxes (Note 3) 141,335 -- 141,335 3,237
--------- --------- --------- ---------
Net income (loss) $ 141,130 $ (13,993) $ 114,784 $ (39,704)
========= ========= ========= =========
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
3
<PAGE> 4
ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
2000 1999
--------- ---------
<S> <C> <C>
Operating activities:
Net income (loss) $ 114,784 $ (39,704)
Adjustments to reconcile net income (loss) to net cash provided by
continuing operations:
(Income) loss from discontinued operations, net (3,631) 13,264
Gain from sale of discontinued operations, net (141,335) (3,237)
Depreciation and amortization 66,113 79,248
Minority interest in losses of subsidiary (8,725) (8,768)
Interest accretion on Senior Secured Notes 14,285 12,924
Changes in operating assets and liabilities (6,028) (7,377)
--------- ---------
Net cash provided by operating
activities of continuing operations 35,463 46,350
Net cash provided by (used in) discontinued operations (12,863) 14,326
--------- ---------
Net cash provided by operating activities 22,600 60,676
--------- ---------
Investing activities:
Proceeds from sale of Beacon Communications, LLC 2,111 15,893
Proceeds from sale of Sports-related businesses 267,661 --
Purchase of property and equipment (84,720) (66,097)
Payments on notes receivable -- 2,005
Proceeds from sale of investments -- 1,758
Joint venture investments (3,000) --
--------- ---------
Net cash used in investing activities 182,052 (46,441)
--------- ---------
Financing activities:
Proceeds from borrowings under OCC credit facility 225,133 14,000
Proceeds from borrowing under former OCC credit facilities 30,000 --
Repayments of borrowings under former OCC credit facilities (210,000) --
Payments on obligations under capital lease (2,049) --
--------- ---------
Net cash provided by financing activities 43,084 14,000
--------- ---------
Net increase in cash and cash equivalents 247,736 28,235
Cash and cash equivalents, beginning of period 60,349 44,576
--------- ---------
Cash and cash equivalents, end of period $ 308,085 $ 72,811
========= =========
Supplemental cash flow information:
Interest paid, net of interest capitalized $ 7,787 $ 7,580
========= =========
Income taxes paid $ 356 $ 2,651
========= =========
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
4
<PAGE> 5
ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net loss $141,130 $(13,993) $114,784 $(39,704)
Other comprehensive loss:
Unrealized loss on securities -- -- -- (1,143)
Income tax benefit related
to other comprehensive income -- -- -- 400
-------- -------- -------- --------
Other comprehensive loss, net of tax -- -- -- (743)
-------- -------- -------- --------
Comprehensive loss $141,130 $(13,993) $114,784 $(40,447)
======== ======== ======== ========
</TABLE>
See accompanying notes to these condensed unaudited consolidated financial
statements.
5
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ASCENT ENTERTAINMENT GROUP, INC.
(A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. GENERAL
The accompanying unaudited condensed consolidated financial statements have
been prepared by Ascent Entertainment Group, Inc. ("Ascent" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "Commission"). These financial statements should be read in the context of
the consolidated financial statements and notes thereto filed with the
Commission in the Company's 1999 Annual Report on Form 10-K. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such regulations. The accompanying condensed consolidated
financial statements reflect all adjustments and disclosures which are, in the
opinion of management, necessary for a fair presentation. All such adjustments
are of a normal recurring nature. The results of operations for the interim
periods are not necessarily indicative of the results for the entire year.
2. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Ascent and its majority-owned subsidiary, On Command Corporation ("OCC"). Ascent
Network Services, Inc. ("ANS"), formerly a wholly owned subsidiary of Ascent was
merged into Ascent and became an operating division of Ascent on May 30, 1997.
Significant intercompany transactions have been eliminated. The Company's
discontinued operations are comprised of the results of the Company's former
entertainment segment, which included the Denver Nuggets, the Colorado Avalanche
and Ascent Arena Company (the "Arena Company"), the owner and manager of the
Pepsi Center (collectively the "Sports-related businesses"), which the Company
sold on July 6, 2000 (see Note 3). In addition, discontinued operations also
include the results of the Company's former subsidiary, Beacon Communications,
LLC ("Beacon"), in which a 90% interest was sold on January 20, 1999 and the
remaining 10% was sold on July 3, 2000 (see Note 3).
Ascent completed an initial public offering (the "Offering") of its common
stock on December 18, 1995. Prior to the Offering, Ascent was a wholly owned
subsidiary of COMSAT Corporation ("COMSAT"). Until June 27, 1997 COMSAT
continued to own a majority (80.67%) of Ascent's common stock and control
Ascent. On June 27, 1997, COMSAT consummated the distribution of its 80.67%
ownership interest in Ascent to the COMSAT shareholders on a pro-rata basis in a
transaction that was tax-free for federal income tax purposes (the
"Distribution"). As discussed in Notes 1 and 12 to the Company's 1999
Consolidated Financial Statements, Ascent and COMSAT entered into a Distribution
Agreement and a Tax Disaffiliation Agreement in connection with the
Distribution. Accordingly, in order to maintain the tax-free status of the
Distribution, Ascent is subject to numerous restrictions under the Distribution
Agreement, most of which have expired. The most significant restriction still in
place is that Ascent shall not take any action, nor fail or omit to take any
action, that would cause the Distribution to be taxable or cause any
representation made in the ruling documents to be untrue in a manner which would
have an adverse effect on the tax-free status of the Distribution.
On February 22, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Liberty Media Corporation ("Liberty") and
Liberty AEG Acquisition, Inc. ("Merger Sub"), an indirect wholly-owned
subsidiary of Liberty. Pursuant to the Merger Agreement, Merger Sub commenced a
tender offer (the "Offer"), offering Ascent stockholders $15.25 in cash for each
share of Ascent common stock. Liberty commenced the Offer on February 29, 2000
which expired at midnight on March 27, 2000 whereupon approximately 25.2 million
shares of Ascent common stock were validly tendered and not withdrawn pursuant
to the Offer. On March 28, 2000, Merger Sub accepted for payment all shares of
Ascent common stock tendered, which constituted approximately 85% of the total
outstanding shares of Ascent common stock. Merger Sub purchased such shares at
an aggregate purchase price of approximately $385 million with funds contributed
to it by Liberty from its cash on hand. Under the terms of the Merger Agreement,
Merger Sub was merged with and into Ascent (the "Merger"). The Merger occurred
on June 8, 2000. At the time of the Merger, Ascent became an indirect,
wholly-owned subsidiary of Liberty and all outstanding shares not owned by
Liberty with respect to which appraisal rights were not properly exercised were
converted into the right to receive $15.25 per share in cash on the terms and
conditions set forth in the Merger Agreement. Pursuant to the Merger, the
charter of Merger Sub immediately prior to the Merger became the charter of the
Company effective upon the Merger, each outstanding share of the Company's
common stock held by Liberty or Merger Sub was canceled and each outstanding
share of common stock of Merger Sub was converted into a share of Common Stock
of the Company. There are 1,000 shares of Common Stock of the Company
outstanding, all of which are held indirectly by Liberty. During the nine month
period ended September 30, 2000, the Company expensed approximately $8.5 million
of costs associated with the Merger Agreement, primarily investment banker and
legal costs.
6
<PAGE> 7
In connection with this Merger, Liberty elected to not push down the
purchase consideration due to the Company's outstanding Senior Secured Notes.
As a result of the Company becoming a member of Liberty's consolidated tax
group for federal income tax purposes, the Company calculates its tax provision
as if prepared on a separate return basis. Taxes payable or receivable with
respect to periods after the Merger are being reflected in the receivable due
from (to) Liberty and settled annually. At September 30, 2000, the Company has
recorded a tax payable to Liberty of $30.4 million and has included this amount
in the Payable to Stockholder.
NOTE 3 - DISCONTINUED OPERATIONS:
Beacon - On January 20, 1999, the Company sold 90% of its interest in
Beacon to an investor group controlled by Beacon's management and venture
capital investors (the "Buyers") pursuant to a Purchase and Sale Agreement (the
"Purchase Agreement"). The purchase price for the 90% interest was $19.0 million
in cash, net of certain adjustments. At closing, approximately $15.9 million in
cash was received. After the sale of the 90% interest, the Company had no future
obligations to fund any of Beacon's liabilities or film development or
production commitments. During the first quarter of 1999, the Company reported a
gain of $3.2 million on the sale of 90% of its interest in Beacon.
During the second and third quarters of 1999, the Company attempted to
collect the remaining balance due under the Purchase Agreement of $900,000.
Beacon filed a claim against the Company seeking an adjustment to the purchase
price. Pursuant to the Purchase Agreement, any disputes or disagreements among
the parties were to be settled pursuant to binding arbitration in the State of
California. The arbitration commenced in November 1999 and on February 21, 2000,
the arbitrator issued his opinion awarding Beacon approximately $3.5 million
which was paid in May of 2000. Accordingly, the Company recorded a $3.5 million
loss during the fourth quarter of 1999, resulting in the recognition of a $0.2
million loss (net of the gain recognized during the first quarter of 1999) from
the sale of its 90% interest in Beacon during fiscal 1999.
In July 2000, the Company exercised its option pursuant to an Option
Agreement to require the Buyers to purchase Ascent's remaining 10% interest in
Beacon. Subsequently, on July 3, 2000, the Company received $2.1 million in cash
in accordance with the terms of the Option Agreement and assigned its interest
in Beacon to the buyers. The Company recognized a gain of approximately $1.8
million, net of taxes, during the third quarter of 2000 in connection with the
sale of its interest in Beacon.
Sports-related businesses - On April 24, 2000, the Company entered into a
definitive Purchase and Sale Agreement (the "Sports Sale Agreement") to sell the
Sports-related businesses to a group of entities controlled by E. Stanley
Kroenke (the "Kroenke entities"). On July 6, 2000, the Company consummated the
sale of its Sports-related businesses to the Kroenke entities for approximately
$267.7 million in net cash proceeds. In addition, the Kroenke entities assumed
approximately $136.2 million in outstanding nonrecourse Arena Note obligations.
An indirect wholly-owned subsidiary of Liberty retained an approximate 6.5%
interest in the Sports-related businesses, with an agreed upon valuation of
approximately $18.7 million.
In the third quarter of 2000, Ascent reported a pre-tax gain, net of
transaction costs, of approximately $139.5 million, net of taxes of $25.3
million, on the sale of the Sports-related businesses. Transaction costs,
including investment banker and attorney fees and expenses and other associated
costs of the transaction are estimated to be approximately $3.4 million and have
been netted against the gain from the transaction for financial reporting
purposes.
The income (loss) from the Sports-related businesses, net of tax, for the
three-month and nine-month periods ending September 30, 2000 and 1999 is as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues $ -- $ 3,143 $ 117,050 $ 67,854
========= ========= ========= =========
Income (loss) from discontinued
operations before taxes $ -- $ (3,396) $ 3,631 $ (13,905)
Income tax benefit (expense) -- (1,161) -- 641
--------- --------- --------- ---------
Income (loss) from discontinued $ -- $ (4,557) $ 3,631 $ (13,264)
operations ========= ========= ========= =========
</TABLE>
7
<PAGE> 8
The net assets of the discontinued operations included in the condensed
consolidated balance sheet as of December 31, 1999 consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
(IN THOUSANDS)
<S> <C>
Current assets $ 61,997
Property and equipment, net 194,823
Restricted cash held in trust 30,915
Franchise rights, net 87,745
Other assets 21,685
Current liabilities, including current portion of (154,680)
Arena notes
Long-term portion of non-recourse Arena notes (126,685)
Other long term liabilities (33,584)
---------
Net assets of discontinued operations $ 82,216
=========
</TABLE>
4. INVESTMENTS
On June 29, 2000, OCC made an investment of $2.0 million in an unrelated
company, STS Hotel Net, LLC ("STS") for a 5% equity interest with an option
(subject to certain conditions and satisfactory due diligence) to invest an
additional $18 million for an additional 40% equity share. OCC has declined to
exercise this option and is currently in negotiations with STS to purchase
certain assets under a new agreement.
OCC has also invested $1.0 million in other strategic investments during
the three months ending September 30, 2000.
5. LONG-TERM DEBT
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Senior Secured Discount Notes, 11.875%,
due 2004, net of unamortized discount of
$50,443 and $65,078 $174,208 $159,922
Former OCC Credit facility, paid in full,
July 2000 -- 180,000
OCC Revolving Credit Facility, variable rate,
due 2005 225,133 --
-------- --------
Total Long Term Debt $399,341 $339,922
======== ========
</TABLE>
Bank Credit Facilities - On July 18, 2000, OCC entered into a new credit
agreement with a group of banks (the "OCC Credit facility"), replacing the
existing $200.0 million revolving credit facility and the $10.0 million interim
line of credit. The new agreement provides OCC with unsecured borrowings of up
to $350.0 million for the next five years, with a maturity date in July, 2005.
Several options are available to borrow at floating interest rates based on
LIBOR (London Interbank Offered Rate) or the bank's alternate base rate (prime
rate). The new OCC Credit facility contains covenants that place certain limits
on OCC's ability to pay dividends or make distributions on its equity,
repurchase equity, merge or acquire another entity, incur debt or create liens
on assets, among other things. In addition, the new OCC Credit facility requires
OCC to meet certain leverage and interest coverage tests. In connection with OCC
entering into the OCC Credit facility, the Company and the Indenture Trustee
entered into a supplement to the Indenture for the Senior Notes to clarify that
OCC'S subsidiaries could guarantee the OCC Credit facility. (See Note 6 of the
Company's 1999 Consolidated Financial Statements).
On June 29, 2000, OCC obtained an additional interim line of credit
facility from a bank to provide for unsecured borrowings of up to $10.0 million,
at the bank's prime rate. The Company had borrowed $10.0 million under this
interim line of credit, which was due and payable on the earlier of July 31,
2000 or the date on which a definitive credit agreement shall have been fully
executed with respect to a proposed $350.0 million revolving credit facility.
Accordingly, this interim credit facility was paid-in full and terminated on
July 18, 2000.
In connection with the Merger (see Note 2), Ascent terminated the Ascent
Credit Facility (see Note 6 of the Company's 1999 Consolidated Financial
Statements).
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<PAGE> 9
Senior Notes - As a result of the acquisition by Liberty of the Company's
stock pursuant to the Offer, which constituted a change in control under the
terms of the Senior Notes, the Company was required to offer to redeem the
Senior Notes at 101% of their accreted value within 60 to 90 days after such
change in control. On April 27, 2000, the Company notified the registered
holders of the Senior Notes of its offer to purchase the Senior Notes pursuant
to the terms of the Indenture (the "Purchase Right Notice"). The Purchase Right
Notice provided that the Company would pay a cash purchase price for the Senior
Notes equal to 101% of the accreted value on the date of purchase. Pursuant to
the Purchase Right Notice, the noteholders had until May 30, 2000 to tender
their notes. A total of $350,000 in cash was paid to noteholders who tendered.
The consummation of the Merger would have resulted in a technical default
under the Indenture for the Senior Notes, but prior to the Merger the Company
and the Indenture Trustee entered into a supplement to the Indenture, amending
the applicable covenant such that the Merger would not constitute a default.
Under the terms of Ascent's outstanding Senior Notes, to the extent that within
one year of the sale of the Sports-related businesses, Ascent does not use the
net cash proceeds for certain permitted uses under the Senior Note Indenture,
Ascent will be required to use all remaining proceeds to offer to repurchase the
Senior Notes at 100% of their accreted value.
6. CONTINGENCIES
On September 11, 1998, OCC reached an agreement with LodgeNet Entertainment
Corporation ("LodgeNet") to settle all pending litigation between the companies.
As a result, the two providers of in-room entertainment and information services
to the lodging industry have dismissed all pending litigation between the
parties in United States Federal District Courts in California and South Dakota,
with no admission of liability by either party. The terms of the confidential
settlement include a cross-license of each company's patented technologies at
issue to the other party and a covenant not to engage in patent litigation
against the other party for a period of five years. Each company is responsible
for its own legal costs and expenses, and in connection with the multiple
cross-licenses, OCC expects to receive royalty payments, net of legal fees and
expenses, in an aggregate amount of approximately $10,700,000. OCC received the
first payment of approximately $2,900,000 (net of expenses) in September 1998
and received the second payment of approximately $3,950,000 (net of expenses) in
July 1999. OCC received the final payment of approximately $3,900,000 (net of
expenses) in July 2000. OCC has recognized the royalty revenue as payments are
received.
In September 1998, On Command Video Corporation (a wholly-owned subsidiary
of OCC ("OCV") filed suit against Maginet, alleging breach by Maginet of a
license agreement between OCV and Maginet, and terminating the license
agreement. OCV has also demanded the payment of license fees from Maginet, which
OCC believes were due and payable under the license agreement and have not been
paid by Maginet. Maginet has counter-claimed against OCV and OCC, alleging that
OCV breached the license agreement, and alleging various torts by OCV and OCC in
their respective relationships with Maginet. OCC believes that its positions in
the litigation with Maginet are meritorious, however, the outcome of the Maginet
suit and counter-suit cannot be predicted with certainty. Given the current
level of uncertainty associated with this litigation, management of OCC is
unable to predict the outcome at this time, but a decision adverse to OCC could
have a material impact on the financial condition of the Company.
In June 1999, the Company and certain of its present and former directors
were named as defendants in lawsuits filed by shareholders (the "Shareholder
lawsuits") in the Delaware Court of Chancery. These proposed class actions
asserted that the Company's agreement to sell the Company's Sports-related
businesses to entities controlled by William and Nancy Laurie constituted a sale
of substantially all assets of the Company, thereby requiring a shareholder
vote, and resulted from breaches of fiduciary duties by the director defendants
(see Note 3 of Notes to Condensed Consolidated Financial Statements). On June
23, 1999, the Company, the director defendants and the Laurie-controlled
purchasing entities that were also named as defendants, entered into an
agreement with the shareholder plaintiffs to settle the lawsuits. Under the
settlement agreement, the Company, the director defendants, and the
Laurie-controlled entities agreed, among other things, to amend the terms of the
proposed sale to the Laurie entities to permit the Company to conduct a new
process in which the Company would solicit additional offers for the purchase of
the Sports-related businesses. The Company and the director defendants also
agreed, among other things, to engage an additional investment banker to assist
in the new auction process, and to add Peter W. May to the Company's Board of
Directors. On July 27, 1999, as a result of the new auction process, the Company
entered into a definitive agreement to sell the Sports-related businesses to The
Sturm Group. The settlement of the Shareholder lawsuits is subject to the
approval of the Delaware Court of Chancery after a hearing that is anticipated
to occur during the fourth quarter of 2000. If approved by the Court, the
settlement would result in, among other things, the dismissal with prejudice of
the claims asserted in the Shareholder lawsuits and the payment by the Company
of plaintiff attorney fees and expenses in an amount to be approved by the
Court. During the year ended December 31, 1999, the company recorded a $1.0
million charge for potential costs anticipated with the contemplated settlement
of the Shareholder lawsuits. During the first quarter of 2000, the Company
recorded an additional $3.0 million charge for costs anticipated in conjunction
with the Shareholder lawsuits and, as of
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<PAGE> 10
September 30, 2000, the Company had accrued legal costs totaling approximately
$4.0 million in connection with this proposed settlement.
The Company is a party to certain additional legal proceedings in the
ordinary course of its business. However, the Company does not believe that any
such legal proceedings will have a material adverse effect on the Company's
financial position or results of operations.
7. STOCKHOLDERS' EQUITY
Following negotiations between OCC and Jerome H. Kern ("Kern"), its
Chairman and CEO, regarding the terms of Kern's equity purchase from OCC, on
August 10, 2000, OCC sold to Kern 13,500 shares of OCC's Series A Convertible
Participating Preferred Stock, which shares are initially convertible into
1,350,000 shares of OCC's common stock. The price of the preferred shares was
$1,562.50 per share. The preferred shares participate in any dividends paid to
the holders of the common stock but otherwise are not entitled to receive any
dividends. The preferred shares have a liquidations preference of $.01 per
share; thereafter, the preferred shares are entitled to participate with the
common stock in distributions upon liquidation on an as-converted basis. The
holders of the preferred shares vote with the holders of the common stock as a
single class and are entitled to one vote per share. OCC loaned Kern $21,080,250
to finance the acquisition of the preferred shares. This loan is secured by the
preferred shares or their proceeds and Kern's personal obligations under such
loan are limited. The note may not be prepaid and interest on the note accrues
at a rate of 7% per annum, compounded quarterly. The promissory note matures on
August 1, 2005, at which time all principal and interest become due. Kern's
right to transfer the preferred shares is restricted.
8. SEGMENT OPERATING RESULTS
As discussed in Note 11 to the Company's 1999 Consolidated Financial
Statements, the Company implemented Statement of Financial Accounting Standards
(SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related
Information", during the fourth quarter of 1998. In accordance with the
provisions of SFAS No. 131, the Company classified its businesses into 3
reporting segments: multimedia distribution, network services and entertainment.
The multimedia distribution segment includes the video distribution and
on-demand video entertainment services provided by OCC to the lodging industry.
The network services segment includes the results of ANS and the video
distribution services it provides to the NBC television network and other
private networks. The Company's former entertainment segment (see Note 2 of
Notes to Condensed Consolidated Financial Statements) included the Denver
Nuggets, the Colorado Avalanche and the Arena Company. Results by segment are as
follows:
10
<PAGE> 11
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
2000 1999 2000 1999
------ ------ ------ ------
(DOLLARS IN MILLIONS)
(UNAUDITED)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Multimedia Distribution $ 68.8 $ 67.7 $199.6 $191.5
Network Services 5.7 5.4 16.3 16.2
------ ------ ------ ------
Total revenues $ 74.5 $ 73.1 $215.9 $207.7
====== ====== ====== ======
Operating income (loss):
Multimedia Distribution(1) $ (3.8) $ (2.8) $ (8.4) $(14.4)
Network Services 2.3 1.1 7.0 3.2
Corporate (1.2) (3.5) (20.0) (11.4)
------ ------ ------ ------
Total operating loss $ (2.7) $ (5.2) $(21.4) $(22.6)
====== ====== ====== ======
OTHER DATA:
EBITDA(2):
Multimedia Distribution $ 20.5 $ 22.4 $ 57.9 $ 58.9
Network Services 2.7 3.0 8.1 9.0
General & Administrative (.6) (3.4) (18.4) (11.3)
------ ------ ------ ------
Total EBITDA 22.6 22.0 47.6 56.6
------ ------ ------ ------
Less reconciling items:
Depreciation and amortization (22.3) (27.2) (66.0) (79.2)
Multimedia Distribution -
Relocation Costs (3.0) -- (3.0) --
------ ------ ------ ------
Total Reconciling Items (25.3) (27.2) (69.0) (79.2)
------ ------ ------ ------
Total operating loss $ (2.7) $ (5.2) $(21.4) $(22.6)
====== ====== ====== ======
Capital Expenditures:
Multimedia Distribution $ 30.4 $ 23.3 $ 83.6 $ 64.2
Network Services .6 .3 1.1 .4
General & Administrative -- -- -- 1.5
------ ------ ------ ------
Total Capital Expenditures $ 31.0 $ 23.6 $ 84.7 $ 66.1
====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
2000 1999
------- -------
<S> <C> <C>
Room Data (Relates only to Multimedia
Distribution):
Number of Guest-Pay rooms:
On-Demand 922,000 873,000
Schedule only 53,000 73,000
------- -------
Total Guest-Pay rooms 975,000 956,000
======= =======
</TABLE>
(1) The Multimedia Distribution segments' operating results reflect the
allocation of intangible asset amortization incurred by Ascent resulting
from the acquisition of OCV by Ascent.
(2) EBITDA represents earnings from continuing operations before interest
expense, income taxes, depreciation and amortization, other income
(expense), relocation costs and non-cash charges related to stock based
compensation. The most significant difference between EBITDA and cash
provided from operating activities is changes in working capital. EBITDA is
presented because it is a widely accepted financial indicator used by
certain investors and analysts to analyze and compare companies on the
basis of operating performance. In addition, management believes EBITDA
provides an important additional perspective on the Company's operating
results and the Company's ability to service its long-term debt and fund
the Company's operations. EBITDA is not intended to represent cash flows
for the period, or to depict funds available for dividends, reinvestment or
other discretionary uses. EBITDA has not been presented as an alternative
to operating income or as an indicator of operating performance and should
not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles, which are presented and discussed in Item 2 under Liquidity and
Capital Resources. See the Company's 1999 Consolidated Financial Statements
and the Notes thereto. The Company's method for calculating EBITDA may be
different than other companies and thus not comparable.
11
<PAGE> 12
9. SIGNIFICANT CUSTOMER
OCC's master contract with Hilton expired on April 27, 2000 (see Note 11 of
the Company's 1999 Consolidated Financial Statements). The Master Contract
provided OCC exclusive rights to install its in-room entertainment system in all
corporate-owned Hilton properties and as a preferred vendor for all Managed and
Franchised properties. Per the terms of the Master agreement, individual hotel
installations predominantly have a term of seven years from installation date.
Since the expiration date of the Master agreement earlier this year, OCC has
operated under a month-to-month extension. On October 10, 2000, Hilton
Corporation announced that it would not be renewing its contract with OCC. OCC
currently services approximately 26,000 Hilton-owned ("Owned") rooms and
approximately 60,300 Hilton Managed and Franchised ("Managed") rooms. The rooms
expire in accordance with the individual hotel contracts over the next eight
years. It is OCC's intention to aggressively pursue the renewal of all Managed
and Franchised Hilton hotel contracts.
In addition, OCC has a Master Contract in place with Promus Hotel
Corporation. This Master Contract expires on May 25, 2002. Promus owns, manages
and franchises the DoubleTree, Embassy Suites, Hampton Inn and Homewood hotel
chains. Promus Hotel Corporation was acquired by the Hilton Corporation in late
1999. OCC currently services approximately 6,200 Promus owned rooms and 63,200
Promus Managed and Franchised rooms.
10. RELOCATION COSTS
OCC is in the process of relocating its headquarter operations from San
Jose, California, to Denver, Colorado. It is estimated that most sales,
marketing, field support, accounting, finance, and executive management will be
transitioned to Denver by the end of 2000. The estimated cost for this move is
$5 million, of which $3.0 million has been recognized and recorded during the
three months ended September 30, 2000. The relocation expenses include
severance, stay bonuses, search fees, contractors, travel and redundant
operations expenses. The retention bonuses have been ratably accrued over the
retention period (employees not relocating to Denver were offered bonuses to
stay through the estimated transition date of December 31, 2000, although, for a
few key employees the transition date extends into early 2001). The remaining
expenses are recognized as they are incurred.
11. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standard Board (the "FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which defines derivatives, requires that all derivatives be carried at fair
value, and provides for hedging accounting when certain conditions are met. SFAS
No. 133, which has been amended by SFAS 137, is effective for the Company's
fiscal year ending December 31, 2001. The Company does not believe adoption of
SFAS No. 133 will have a material impact on the Company's financial position,
results of operations, or cash flows.
In December 1999, the Securities and Exchange Commission (the "SEC")
released Staff Accounting Bulletin No. 101 ("SAB 101") "Revenue Recognition in
Financial Statements," which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements filed with the SEC.
Subsequently, the SEC released SAB 101, which delayed the implementations date
of SAB 101 for registrants with fiscal years beginning between December 16, 1999
and March 15, 2000. The Company does not expect the impact on its financial
position or results of operations to be material.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL:
Certain of the statements in this report are forward-looking and relate to
anticipated future events and operating results. Statements which look forward
in time are based on management's current expectations and assumptions, which
may be affected by subsequent developments and business conditions, and
necessarily involve risks and uncertainties. Therefore, there can be no
assurance that actual future results will not differ materially from anticipated
results. Although the Company has attempted to identify some of the important
factors that may cause actual results to differ materially from those
anticipated, those factors should not be viewed as the only factors which may
affect future operating results. Accordingly, the following should be read in
conjunction with the Condensed Consolidated Financial Statements (unaudited)
included in this filing, and with the Consolidated Financial Statements, notes
thereto, and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's 1999 Annual Report on Form
10-K, as previously filed with the Commission.
SEASONALITY, VARIABILITY AND OTHER:
The Company's businesses are subject to the effects of both seasonality and
variability.
The Multimedia Distribution segment revenues are influenced principally by
hotel occupancy rates and the "buy rate" or percentage of occupied rooms at
hotels that buy movies or other services at the property. Higher revenues are
generally realized during the summer months and lower revenues realized during
the winter months due to business and vacation travel patterns which impact the
lodging industry's occupancy rates. Buy rates generally reflect the hotel's
guest mix profile, the popularity of the motion pictures or services available
at the hotel and the guests' other entertainment alternatives.
ANALYSIS OF OPERATIONS
The Company's continuing operations are comprised of the results of On
Command Corporation, Ascent Network Services and the parent company, Ascent
Entertainment Group, Inc. The Company's discontinued operations are comprised of
the results of the Company's former entertainment segment, which included the
Denver Nuggets, the Colorado Avalanche and the Arena Company which the Company
sold on July 6, 2000 (see Note 3 of Notes to the Condensed Consolidated
Financial Statements). In addition, discontinued operations include the results
of the Company's former subsidiary, Beacon, in which a 90% interest was sold on
January 20, 1999, and the remaining 10% on July 3, 2000.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
Continuing Operations
Revenues for the third quarter of 2000 were $74.5 million, an increase of
$1.4 million or 1.9%, as compared to $73.1 million in revenues for the third
quarter of 1999. This increase is attributable to a $1.1 million increase in
revenues at OCC within the Multimedia Distribution segment and a $.3 million
increase in revenues at ANS which comprises the Network Services segment. The
increase in revenues at OCC is primarily attributable to higher total rooms
being served during the period, and a higher percentage of total on demand movie
rooms, game rooms and Internet rooms in the third quarter of 2000, as compared
to the same period of 1999. Specifically, increasing Internet, game and guest
programming revenues combined with a reduction in movie denial rates, were the
primary reasons for the increase in revenues. Movie revenues were consistent
during the third quarter of 2000 with the comparable period of 1999 reflecting
the lack of strong buy rates for movies featured during the third quarter of
2000. The increase in Network Services revenues is attributable to an increase
in equipment sales to NBC affiliates and other private networks.
Cost of services for the third quarter of 2000 were $54.3 million, an
increase of $6.6 million or 13.8%, compared to $47.7 million in the third
quarter of 1999. Cost of services at OCC increased by $6.0 million. This
increase in costs at OCC is due primarily to costs of $3.0 million incurred for
the relocation of the Company from San Jose, California to Denver, Colorado
(including severance, stay bonuses, hiring and moving costs, contractors and
redundant salaries), increased direct costs associated with the increase in
other guest pay revenues at OCC (primarily, internet and game expenses),
increased costs associated with providing "free-to-guest" programming to the
hotels and an increase in other operating expenses, which is due to increases in
administrative expenses at OCC, primarily legal and personnel.
13
<PAGE> 14
Depreciation and amortization for the third quarter of 2000 was $22.3
million, a decrease of $4.9 million or 18.0%, compared to $27.2 million in the
third quarter of 1999. This decrease occurred primarily due to the absence of
depreciation costs for certain video systems assets acquired during the 1996
merger between Spectravision and OCC, which were fully depreciated at the end of
1999. In addition, depreciation and amortization expense at ANS decreased by
$1.5 million during the third quarter of 2000 as compared to the same period
last year. ANS depreciated the equipment relating to the network distribution
system over the term of the original agreement with NBC, which expired in
December 1999. Accordingly, depreciation expense relating to such equipment has
decreased, as such equipment was fully depreciated as of December 31, 1999.
General and administrative expenses, which include only those costs
incurred by the parent company, were $0.6 million for the third quarter of 2000,
a decrease of $2.8 million, as compared to $3.4 million for the third quarter of
1999. This decrease primarily reflects the reduction in salaries and employee
benefit costs at the parent company from a reduction in employees and reduced
legal and professional service costs. Additionally, the third quarter of 1999
reflects a $1.9 million expense for severance payments made to the Company's
former President and Chief Executive Officer. No such costs were incurred during
the third quarter of 2000.
Interest and other income increased by $3.9 million in the third quarter of
2000 as compared to the same period last year. This increase is primarily
attributable to interest earned on the proceeds received in July 2000 from the
sale of the Company's Sports-related businesses.
Interest expense increased by $2.6 million in the third quarter of 2000 as
compared to the third quarter of 1999. This increase is attributable to
additional borrowings incurred during 2000 at OCC combined with an increase in
interest rates paid under the OCC credit facility and, additional borrowing
costs at Ascent, primarily those costs related to the interest accretion on the
Company's 11.875% Senior Secured Discount Notes issued in December 1997 (the
"Senior Notes").
The Company recorded an income tax benefit from continuing operations of
$3.9 million during the third quarter of 2000 as compared to a $0.1 million tax
benefit during the third quarter of 1999. The increase in the Company's
effective tax benefit during the third quarter of 2000 is due to the Company's
ability to utilize tax benefits from its operating loss carryforwards due to the
Company's sale of its Sports-related businesses, and the Company being a member
of Liberty's consolidated tax group. Prior to the Merger, the Company was unable
to recognize tax benefits from its operating losses due to uncertainties
regarding its ability to realize a portion of the benefits associated with
future deductible temporary differences (deferred tax assets) and net operating
loss carryforwards, prior to their expiration.
Minority interest in loss of subsidiary reflects the losses attributable to
the minority interest in the Company's 57% owned subsidiary, OCC.
Discontinued Operations
The $141.3 million gain from sale of discontinued operations, net of taxes,
during the third quarter of 2000 reflects a $1.8 million gain from the sale of
the Company's remaining 10% interest in Beacon on July 3, 2000 and a $139.5
million gain recognized from the sale of the Company's Sports-related businesses
on July 6, 2000.
14
<PAGE> 15
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
Continuing Operations
Revenues for the nine months ended September 30, 2000 were $215.9 million,
an increase of $8.2 million or 3.9%, as compared to $207.7 million in revenues
for first half of 1999. This increase is attributable to a $8.1 million increase
in revenues at OCC within the Multimedia Distribution segment. The increase in
revenues at OCC is primarily attributable to higher total rooms being served
during the period, and a higher percentage of total rooms being served by higher
revenue producing on-demand equipment during the nine months ended September 30,
2000, as compared to the same period of 1999. In addition, OCC's revenues
increased due to strong buy rates for feature movies during the first half of
2000, reduced movie denial rates, as well as increasing Internet, game and guest
programming revenues.
Cost of services for the nine months ended September 30, 2000 were $152.8
million, an increase of $13.0 million or 9.3%, compared to $139.8 million during
the first nine months of 1999. Cost of services at OCC increased by $12.0
million. This increase in costs at OCC is due to relocation costs of $3.0
million along with increased direct costs associated with the increase in movie
revenues at OCC during the first half of 2000 (primarily studio royalties, hotel
commissions, "free-to-guest" programming and internet expenses). In addition,
increases in OCC's other operating expenses are primarily attributable to cost
increases for spare parts and freight costs and administrative expenses,
primarily legal and personal costs.
Depreciation and amortization for the nine months ended September 30, 2000
was $66.1 million, a decrease of $13.1 million or 16.5%, compared to $79.2
million during the same period of 1999. This decrease occurred primarily due to
the expiration of depreciation costs for certain video systems assets acquired
during the 1996 merger between Spectravision and OCC, which were fully
depreciated at the end of 1999. In addition, depreciation and amortization
expense at ANS decreased by $4.5 million during the nine months ended September
30, 2000 as compared to the same period last year. ANS depreciated the equipment
relating to the network distribution system over the term of the original
agreement with NBC, which expired in December 1999. Accordingly, depreciation
expense relating to such equipment has decreased, as such equipment was fully
depreciated as of December 31, 1999.
General and administrative expenses, which include only those costs
incurred by the parent company, were $18.4 million for the nine months ended
September 30, 2000, an increase of $7.1 million, as compared to $11.3 million
during the same period of 1999. This increase primarily reflects the costs
relating to the Merger Agreement with Liberty. Specifically, $8.5 million of
expenses were recognized in connection with the Company's Merger Agreement with
Liberty, primarily investment banker and legal costs, and an additional $3.0
million of costs were accrued during the first quarter of 2000 in conjunction
with the contemplated settlement of the Shareholder lawsuits (see Note 6 of
Notes to Condensed Consolidated Financial Statements). These merger related
costs were partially offset by reductions in salaries and employee benefit costs
at the parent company due to a reduction in employees, reduced legal and
professional service costs and various other cost containment efforts.
Interest and other income increased by $1.9 million during the nine months
ended September 30, 2000 as compared to the same period last year. This increase
is due to an increase in interest income of $3.8 million from interest earned on
the proceeds received in July 2000 from the sale of the Sports-related
businesses, offset by the non-recurrence of a $1.8 million gain at corporate
from the sale of investments securities during the third quarter of 1999.
Interest expense increased $5.7 million during the nine months ended
September 30, 2000 as compared to the same period of 1999. This increase is
attributable to additional borrowings incurred at OCC during 2000 combined with
an increase in interest rates paid under the OCC credit facility and, additional
borrowing costs at Ascent, primarily those costs related to the interest
accretion on the Company's Senior Notes.
The Company recorded an income tax benefit from continuing operations of
$3.1 million during the nine months ended September 30, 2000 as compared to a
$1.0 million tax benefit during the same period of 1999. The increase in the
Company's effective tax benefit during the third quarter of 2000 is due to the
Company's ability to utilize tax benefits from its operating loss carryforwards
due to the Company's sale of its Sports-related businesses and the Company being
a member of Liberty's consolidated tax group. Prior to the Merger, the Company
was unable to recognize tax benefits from its operating losses due to
uncertainties regarding its ability to realize a portion of the benefits
associated with future deductible temporary differences (deferred tax assets)
and net operating loss carryforwards, prior to their expiration.
Minority interest in loss of subsidiary reflects the losses attributable to
the minority interest in the Company's 57% owned subsidiary, OCC.
15
<PAGE> 16
Discontinued Operations
The combined income from discontinued operations totaled $3.6 million
during the nine months ended September 30, 2000 as compared to a loss of $13.3
million during the same period of 1999. The decreased loss is primarily due to
the improvement in the operations of the Colorado Avalanche, the Arena Company
and the Denver Nuggets. The improvement in operating results for the Avalanche
during 2000 is attributable to an increase in revenues from more home games and
an incremental increase in attendance, which has resulted in increased ticket
and ancillary sales revenues (parking and concessions) combined with an increase
in playoff revenues from the team's participation in the 2000 Stanley Cup
playoffs. The Arena Company's improved financial results are due principally to
the Arena Company being an operating entity during the first half of 2000, as
compared to being under construction during the comparable period in 1999.
Finally, revenues for the Nuggets increased during the six months ended June 30,
2000 as compared to 1999 and this increase more than offset the increase in
operating expenses (primarily player salaries) during this same period.
The $141.3 million gain from sale of discontinued operations, net of taxes,
during the nine months ended September 30, 2000 reflects a $1.8 million gain
from the sale of the Company's remaining 10% interest in Beacon and a $139.5
million gain recognized from the sale of the Company's Sports-related
businesses. The $3.2 million gain from sale of discontinued operations, net of
taxes, during the nine months ended September 30, 1999 reflects the gain from
the sale of the Company's 90% interest in Beacon. As discussed in Note 3 to the
Condensed Consolidated Financial Statements, this gain was reduced during the
fourth quarter of 1999 when an arbitrator awarded Beacon $3.5 million as an
adjustment to the original purchase price.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $247.8 million since December 31,
1999 to $308.1 million at September 30, 2000. The primary sources of cash during
the first nine months of 2000 were cash from sale of Sports-related assets of
$267.7 million, from continuing operating activities of $22.6 million and bank
borrowings at OCC of $45.1 million. Cash was expended primarily for property and
equipment at OCC, specifically $83.6 million of capital expenditures were
incurred at OCC to support continued hotel installations with the OCX and OCV
systems, conversions of SpectraVision systems and other fixed asset purchases.
Long-term debt totaled $399.3 million at September 30, 2000 as compared to
$339.9 million at December 31, 1999. The increase in long-term debt is
attributable to additional bank borrowings of $45.1 million at OCC and the
accretion of interest on the Company's Senior Notes. In connection with the sale
of the Sports-related businesses (see Note 3 of Company's 1999 Consolidated
Financial Statements), the Arena Notes remained the obligation of an entity
acquired by the Kroenke entities.
On July 7, 2000, the Company received net cash proceeds of approximately
$267.7 million upon the closing of the Sports sale. The Company's cash
requirements through the remainder of 2000 are expected to include (i) the
continuing conversion and installation by OCC of on-demand in-room video
entertainment systems, (ii) funding the operating requirements of Ascent and
OCC, (iii) the payment of interest under the OCC Credit Facility, (iv) the
payment of transaction costs relating to the Liberty merger and the sale of the
Sports-related businesses, (v) funding of equity investments by OCC and (vi) the
redemption, if any, of the Company's Senior Notes at the election of the
Company. The Company anticipates that OCC's funding for its operating
requirements and capital expenditures for the continued conversion and
installation by OCC of on-demand services will be funded primarily through cash
flows from OCC's operations and borrowings under the OCC Credit Facility. On
Command expects that the available cash, cash flows from operations and funds
currently available under the OCC Credit Facility will be sufficient to finance
its expected investment in in-room video systems for the foreseeable future.
Management of the Company believes that the available cash and cash flows from
operating activities will be sufficient for the Company to satisfy its capital
expenditure and finance working capital requirements during 2000. Pursuant to
the terms of the Senior Notes and as a result of the acquisition by Liberty of
the Company, the Company offered to redeem the Senior Notes at 101% of their
accreted value as of May 31, 2000 (see Note 4 of Notes to Condensed Consolidated
Financial Statements). A total of $350,000 was paid to noteholders who tendered.
Under the terms of Ascent's outstanding Senior Notes, to the extent that within
one year of the sale of the Sports-related businesses, Ascent does not use the
net cash proceeds for certain permitted uses under the Senior Note Indenture,
Ascent will be required to use all remaining proceeds to offer to repurchase the
Senior Notes at 100% of their accreted value. The net cash proceeds received
from the closing of the Sports sale should be adequate to satisfy all of the
Company's obligations under the Senior Notes.
INFLATION
Inflation has not significantly impacted the Company's financial position
or operations.
16
<PAGE> 17
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK. The Company's exposure to market risk for changes in
interest rates relate primarily to the Company's investment portfolio, including
restricted investments, and long-term debt obligations. The Company does not use
derivative financial instruments in its investment portfolio. The Company places
its investments with high credit quality issuers and, by policy and debt
restrictions, limits the amount of credit exposure to any one issuer. As stated
in its policy, the Company is averse to principal loss and attempts to ensure
the safety and preservation of its invested funds by limiting default risk and
market risk.
The Company mitigates default risk by investing in only the safest and
highest credit quality securities. The portfolio includes only short-term
investment securities with active secondary or resale markets to ensure
portfolio liquidity. At September 30, 2000, the weighted average interest rate
on the Company's cash and cash equivalent balance of $308.1 million was 6.7%
consisting of fixed rate short-term investments.
The Company does have exposure to interest rate changes for portions of its
debt obligations. No cash flow exposure exists on the Company's Senior Notes as
they represent fixed-rate obligations. (See Note 4 to the Condensed Consolidated
Financial Statements). However, revolving loans extended under the OCC Credit
Facility generally bear an interest rate that is variable and based on the
London Interbank Offering Rate ("LIBOR") and on certain operating ratios at OCC.
At September 30, 2000, OCC had $225.1 million outstanding under the OCC
Revolving Credit Facility, with a weighted average interest rate of
approximately 8.7%. Assuming no increase or decrease in the amount outstanding,
a hypothetical immediate 100 basis point increase (or decrease) in interest
rates would have increased (or decreased) the Company's annual interest expense
and cash outflow by $0.7 million for the remaining three-months of 2000.
FOREIGN CURRENCY RISK. The Company, through OCC, transacts business in
various foreign currencies, primarily in Canada, Asia and in certain European
countries. The Company believes the risks of foreign exchange rate fluctuations
on its present operations are not material to the Company's overall financial
condition. However, should the Company's international operations continue to
grow, the Company will consider using foreign currency contracts, swap
arrangements, or other financial instruments designed to limit exposure to
foreign exchange rate fluctuations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In September 1998, OCV filed suit against Maginet, alleging breach by
Maginet of a license agreement between OCV and Maginet, and terminating the
license agreement. OCV has also demanded the payment of license fees from
Maginet, which OCC believes were due and payable under the license agreement and
have not been paid by Maginet. Maginet has counter-claimed against OCV and OCC,
alleging that OCV breached the license agreement, and alleging various torts by
OCV and OCC in their respective relationships with Maginet. OCC believes that
its positions in the litigation with Maginet are meritorious, however, the
outcome of the Maginet suit and counter-suit cannot be predicted with certainty.
Given the current level of uncertainty associated with this litigation,
management of OCC is unable to predict the outcome at this time, but a decision
adverse to OCC could have a material impact on the financial condition of the
Company.
Apart from the Maginet litigation, the Company is a defendant, and may be a
potential defendant, in lawsuits and claims arising in the ordinary course of
its business. While the outcomes of such claims, lawsuits, or other proceedings
cannot be predicted with certainty, management expects that such liability, to
the extent not provided for by insurance or otherwise, will not have a material
adverse effect on the financial condition of the Company.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
17
<PAGE> 18
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) Exhibit
27.0 Financial Data Schedule
(B) Reports on Form 8-K:
1.) The Registrant filed with the Commission on July 19, 2000 a Form
8-K describing that the previously reported sale of its
Sports-related business to a group of entities controlled by E.
Stanley Kroenke had been consummated.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ascent Entertainment Group, Inc.
By: /s/ David A. Holden
------------------------------------------------------
David A. Holden
Vice President, Finance (Principal Accounting Officer)
Date: November 14, 2000
18
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
