<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 THE QUARTERLY PERIOD ENDED JUNE 30, 2000
Commission File Number 00-21315
ON COMMAND CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-04535194
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
6331 SAN IGNACIO AVE, SAN JOSE, CALIFORNIA 95119
(Address of principal executive offices) (Zip Code)
(408) 360-4500
(Registrant's telephone number, including area code)
(not applicable)
(Former name, former address and former fiscal year,
if changed since last report)
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 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 [X] No [ ]
The number of shares outstanding of the Registrant's Common Stock as of
June 30, 2000 was 30,491,070 shares.
<PAGE> 2
ON COMMAND CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999. 3
Condensed Consolidated Statements of Operations for the Three Months and Six
Months Ended June 30, 2000 and 1999. 4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and 1999. 5
Notes to Condensed Consolidated Financial Statements. 6-8
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations. 9-14
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
ON COMMAND CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ---------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,334 $ 8,972
Accounts receivable, net 35,739 32,037
Other current assets 1,552 1,211
--------- ---------
Total current assets 43,625 42,220
Video systems, net 278,230 266,947
Property and equipment, net 19,374 17,644
Goodwill, net 71,109 73,297
Other assets, net 4,556 2,809
--------- ---------
Total Assets $ 416,894 $ 402,917
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 32,214 $ 31,435
Accounts payable to stockholder 1,556 1,054
Accrued compensation 5,735 6,431
Other accrued liabilities 9,474 8,750
Current portion of capital lease obligations 986 2,533
Taxes payable 7,608 6,809
--------- ---------
Total current liabilities 57,573 57,012
Capital lease obligations 1,720 1,758
Revolving credit facility 205,000 180,000
--------- ---------
Total liabilities 264,293 238,770
--------- ---------
Stockholders' equity:
Common stock, $.01 par value; shares
authorized - 50,000 in 2000 and 1999;
shares issued and outstanding - 30,491
in 2000 and 30,313 in 1999; $ 305 $ 303
Additional paid-in capital 253,362 251,677
Common stock warrants 31,450 31,450
Other comprehensive income - cumulative
translation loss (2,578) (872)
Accumulated deficit (129,938) (118,411)
--------- ---------
Total stockholders' equity 152,601 164,147
--------- ---------
Total Liabilities & Stockholders' equity $ 416,894 $ 402,917
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
<PAGE> 4
ON COMMAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Room $ 63,088 $ 59,252 $ 125,474 $ 117,774
Video system sales / other 2,681 3,312 5,259 6,023
--------- --------- --------- ---------
Total revenues 65,769 62,564 130,733 123,797
--------- --------- --------- ---------
Direct costs:
Room 28,054 26,304 57,061 51,705
Video system sales / other 2,007 2,179 3,751 4,238
--------- --------- --------- ---------
Total direct costs 30,061 28,483 60,812 55,943
--------- --------- --------- ---------
Direct income 35,708 34,081 69,921 67,854
Operating expenses:
Operations 8,255 7,041 15,926 14,459
Research and development 1,971 2,046 4,078 4,108
Selling, general and administrative 6,665 6,688 12,518 12,763
Depreciation, amortization, and stock based compensation 22,258 24,314 42,007 47,089
--------- --------- --------- ---------
Total operating expenses 39,149 40,089 74,529 78,419
--------- --------- --------- ---------
Operating loss (3,441) (6,008) (4,608) (10,565)
Interest expense 3,399 2,557 6,868 5,001
Interest/other income, net (137) (153) (312) (315)
--------- --------- --------- ---------
Loss before income taxes (6,703) (8,412) (11,164) (15,251)
Income tax expense 257 48 363 71
--------- --------- --------- ---------
Net loss $ (6,960) $ (8,460) $ (11,527) $ (15,322)
========= ========= ========= =========
Other comprehensive income, net of taxes:
Foreign currency translation (1,126) 606 (1,706) 1,166
--------- --------- --------- ---------
Other comprehensive income (loss) (1,126) 606 (1,706) 1,166
--------- --------- --------- ---------
Comprehensive income (loss) (8,086) (7,854) (13,233) (14,156)
========= ========= ========= =========
Basic and diluted net loss per share $ (0.23) $ (0.28) $ (0.38) $ (0.51)
========= ========= ========= =========
Shares used in basic and diluted per share computations 30,477 30,187 30,424 30,180
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE> 5
ON COMMAND CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(11,527) $(15,322)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation, amortization, and stock based compensation 42,007 47,089
Loss on disposal of fixed assets 9 2
Changes in assets and liabilities:
Accounts receivable, net (3,826) (3,376)
Other assets (797) 658
Accounts payable 870 3,021
Accounts payable to stockholder 501 453
Accrued compensation (930) (600)
Taxes payable 909 (1,497)
Other accrued liabilities 755 (732)
-------- --------
Net cash provided by operating activities 27,971 29,696
-------- --------
Cash flows from investing activities:
Capital expenditures (53,212) (40,651)
Joint venture investment (2,000) -
-------- --------
Net cash used in investing activities (55,212) (40,651)
-------- --------
Cash flows from financing activities:
Proceeds from revolving credit facility 25,000 10,000
Payments on capital lease obligations (1,565) -
Proceeds from issuance of common stock 1,618 195
-------- --------
Net cash provided by financing activities 25,053 10,195
-------- --------
Effect of exchange rate changes in cash (450) 96
-------- --------
Net decrease in cash and cash equivalents (2,638) (664)
Cash and cash equivalents, beginning of period 8,972 7,235
-------- --------
Cash and cash equivalents, end of period $ 6,334 $ 6,571
======== ========
Non-cash activity:
Stock based compensation $ 602 $ 769
======== ========
Supplemental information:
Cash paid for income taxes $ 187 $ 156
======== ========
Cash paid for interest $ 6,557 $ 4,875
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE> 6
ON COMMAND CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
1. BASIS OF PRESENTATION
On Command Corporation (the "Company" or "OCC") is a Delaware
corporation formed by Ascent Entertainment Group, Inc. ("Ascent") for the
purpose of effecting (i) the merger (the "Merger") of On Command Video
Corporation ("OCV"), a majority-owned subsidiary of Ascent, with a
wholly-owned subsidiary of OCC, after which OCV became a wholly owned
subsidiary of OCC, and (ii) the acquisition of SpectraDyne, Inc., a wholly
owned subsidiary of SpectraVision, Inc. Following the Acquisition in 1996,
SpectraDyne, Inc. changed its name to SpectraVision, Inc.
("SpectraVision"). Ascent was a majority-owned subsidiary of COMSAT
Corporation ("COMSAT") until June 27, 1997, when 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.
On March 28, 2000, Liberty Media Corporation ("Liberty") obtained
control of Ascent pursuant to the closing of a tender offer (the "Offer")
in which Liberty offered Ascent stockholders $15.25 in cash for each share
of Ascent common stock. Liberty commenced the offer on February 29, 2000
and under its terms and conditions, the Offer expired on March 27, 2000.
Under the terms of the Agreement and Plan of Merger (the "Merger
Agreement") among Ascent, Liberty and Liberty AEG Acquisition, Inc.
("Merger Sub") an indirect wholly-owned subsidiary of Liberty, Merger Sub
will be merged with and into Ascent (the "Merger") and all shares not
purchased in the Offer (other than Shares held by Liberty, Merger Sub or
Ascent, or shares held by dissenting stockholders) will be converted into
the right to receive $15.25 per share in cash. The Merger occurred on June
8, 2000 and at the time of the Merger, Ascent became an indirect,
wholly-owned subsidiary of Liberty.
The accompanying unaudited condensed consolidated financial statements
have been prepared by the Company pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"). While the quarterly
financial information contained in this filing is unaudited, the financial
statements presented reflect all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of the financial position at June 30, 2000 and December 31,
1999, and the results of operations for the three months and six months
ended June 30, 2000 and 1999 and cash flows for the six months ended June
30, 2000 and 1999. The results for interim periods are not necessarily
indicative of the results to be expected for the entire year.
2. NET LOSS PER SHARE
Basic and diluted net loss per share are computed by dividing net loss
(numerator) by the weighted-average number of common equivalent shares
outstanding (denominator) for the period. Common equivalent shares include
common stock options and warrants, except that at June 30, 2000 and 1999
approximately 10.9 million and 9.5 million equivalent dilutive securities,
respectively, have been excluded in weighted-average number of common
equivalent shares outstanding for the diluted net loss per share
computation as common stock equivalents because their effect is
antidilutive.
-6-
<PAGE> 7
3. DEBT
At June 30, 2000, the OCC Revolving Credit Facility provided for
borrowings up to $200.0 million, matured in 2002 and, subject to certain
conditions renewable for an additional two years. Based on borrowings
outstanding at June 30, 2000, OCC had no availability under this revolving
Credit Facility.
On June 29, 2000, OCC obtained an additional line of credit from a
bank to provide for unsecured borrowings of up to $10.0 million, at the
bank's prime rate. At June 30, 2000, the Company had borrowed $5.0 million
under this 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 and delivered with respect to a proposed $350.0 million
Revolving Credit Facility.
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 line of credit. The new
agreement provides OCC with unsecured borrowings of up to $350.0 million
for the next five years (the new OCC Credit Facility matures 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, and 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.
4. LITIGATION
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 has received royalty payments, net of legal fees and
expenses, in an aggregate amount of approximately $10,800,000. 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 recognizes the
royalty revenue as payments are received.
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.
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.
-7-
<PAGE> 8
5. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("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 hedge accounting when certain conditions are met. SFAS No.
133, as amended by SFAS 137, is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. The Company does not believe that the
adoption of this statement will have a material impact on the Company's
financial position, results of operations or cash flows.
In December 1999, 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
101B, which delayed the implementation date of SAB 101 for registrants
with fiscal years beginning between December 16, 1999 and March 15, 2000.
The Company does not believe that the implementation of this SAB will have
a material impact on the Company's financial position, results of
operations or cash flows.
In March 2000, the FASB issued FASB Interpretation No. 44 "Accounting
for Certain Transactions involving Stock Compensation-and interpretation of
APB Opinion No. 25" ("Fin 44"). This opinion provides guidance on the
accounting for certain stock option transactions and subsequent amendments
to stock option transactions. FIN 44 is effective July 1, 2000, but certain
conclusions cover specific events that occur after either December 15, 1998
and January 12, 2000. To the extent that FIN 44 covers events occurring
during the period from December 15, 1998 and January 12, 2000, but before
July 1, 2000, the effect of applying this Interpretation are to be
recognized on a prospective basis. The Company does not believe that the
implementation of this FASB Interpretation will have a material impact on
the Company's financial position, results of operations or cash flows.
6. INVESTMENT IN JOINT VENTURE
On June 29, 2000, OCC and an unrelated party, STS Hotel Net, LLC
("STS") entered into a letter Agreement (the "STS Agreement") to jointly
form and operate a new entity. The new entity will be engaged in the
development and management of Internet distribution services to the lodging
industry and other customer groups. Terms of the STS Agreement provide for
OCC to contribute $20.0 million in cash for a 45% ownership share, for STS
to contribute its existing assets, liabilities and businesses for a 45%
ownership share and for officers and employees to own a 10% interest. In
conjunction with the signing of the STS Agreement, OCC made an initial
investment of $2.0 million on June 29, 2000. The Company will fund its
remaining capital commitment of $18.0 million at closing. Closing of the
transaction is subject to numerous conditions, including approval of
governmental and regulatory authorities. The Company's investment in the
joint venture will be accounted for using the equity method.
7. SUBSEQUENT EVENT
Following negotiations between the Company and Jerome H. Kern
("Kern"), its Chairman and CEO regarding the terms of Kern's equity
purchase from the Company, on August 10, 2000 the Company sold to Kern
13,500 shares of the Company's Series A Convertible Participating Preferred
Stock, which shares are initially convertible into 1,350,000 shares of the
Company'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 liquidation 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. The
company lent to 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 becomes due. Kern's right to
transfer the preferred shares is restricted.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-Q contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect OCC's current
expectations and assumptions on those issues. Because such statements apply to
future events, they are subject to risks and uncertainties that could cause the
actual results to differ materially. The following should be read in conjunction
with the Condensed Consolidated Financial Statements (unaudited) included
elsewhere herein, 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 filed
with the Securities and Exchange Commission.
OVERVIEW
OCC is the leading provider (by number of hotel rooms served) of in-room,
on-demand video entertainment and information services to the domestic lodging
industry. OCC has experienced rapid growth in the past seven years, increasing
its base of installed rooms from approximately 37,000 rooms at the end of 1992
to approximately 969,000 rooms at June 30, 2000, of which approximately 906,000
rooms are served by on-demand systems.
OCC provides in-room video entertainment and information services on three
technology platforms: the recently developed OCX video system, the On Command
Video (OCV) System and the SpectraVision systems. The OCX video system provides
enhanced multimedia applications, including an improved graphical interface for
movies and games, TV-based Internet with a wireless keyboard, and other guest
services. At June 30, 2000, OCC had installed the OCX systems in approximately
83,000 hotel rooms, of which there are approximately 69,000 rooms with Internet
capability. The OCV video system is a patented video selection and distribution
technology platform that allows hotel guests to select at any time, movies and
games through the television sets in their hotel rooms. At June 30, 2000, OCC
has approximately 732,000 rooms installed with the OCV platform. There are
variations of the SpectraVision video systems still installed in hotels,
including tape based scheduled and on demand systems. The SpectraVision video
system generally offers fewer movie choices than the OCV or OCX systems. At June
30, 2000, OCC had approximately 154,000 rooms installed with SpectraVision
equipment.
In addition to movies, OCC's platforms provide for in-room viewing of
programming of select cable channels (such as HBO, Showtime, ESPN, CNN and
Disney Channel) and other interactive and information services, which includes
high speed Internet access through the OCX platform. OCC primarily provides its
services under long-term contracts to hotel chains, hotel management companies,
and individually owned and franchised hotel properties, predominantly in the
deluxe, luxury, and upscale hotel category serving business travelers, such as
Marriott, Hilton, Hyatt, Wyndham, Starwood, Doubletree, Fairmont, Embassy
Suites, Four Seasons, and other select hotels.
At June 30, 2000, approximately 86% of OCC's 969,000 installed rooms were
located in the United States, with the balance located primarily in Canada, the
Caribbean, Australia, Europe, Latin America, and the Asia-Pacific region. In
addition to installing systems in hotels served by OCC, OCC sells its systems to
certain other providers of in-room entertainment, including Hospitality Network,
Inc., which is licensed to use OCC's systems to provide on-demand, in-room
entertainment and information services to certain gaming-based, hotel properties
and ALLIN Communications, Inc., which is licensed to install OCC's systems in
cruise ships and hospitals.
ANALYSIS OF OPERATIONS
Following is selected financial information for the three months and six
months ended June 30, 2000 compared to the same period for 1999.
-9-
<PAGE> 10
SELECTED FINANCIAL INFORMATION
(Unaudited)
(In thousands, except hotel and room amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------------------- -------------------------------------------
% Of % Of % Of % Of
June 30, Total June 30, Total June 30, Total June 30, Total
2000 Revenue 1999 Revenue 2000 Revenue 1999 Revenue
--------- ------- --------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Room Revenues $ 63,088 95.9% $ 59,252 94.7% $ 125,474 96.0% $ 117,774 95.1%
Video Systems/Other 2,681 4.1% 3,312 5.3% 5,259 4.0% 6,023 4.9%
--------- ------- --------- -------- --------- -------- --------- --------
Total Revenues 65,769 100.0% 62,564 100.0% 130,733 100.0% 123,797 100.0%
Direct Costs:
Room Revenues 28,054 42.7% 26,304 42.0% 57,061 43.6% 51,705 41.8%
Video Systems/Other 2,007 3.0% 2,179 3.5% 3,751 2.9% 4,238 3.4%
--------- ------- --------- -------- --------- -------- --------- --------
Total Direct Costs 30,061 45.7% 28,483 45.5% 60,812 46.5% 55,943 45.2%
--------- ------- --------- -------- --------- -------- --------- --------
Direct Profit 35,708 54.3% 34,081 54.5% 69,921 53.5% 67,854 54.8%
Operations 8,255 12.6% 7,041 11.2% 15,926 12.2% 14,459 11.7%
Research & Development 1,971 3.0% 2,046 3.3% 4,078 3.1% 4,108 3.3%
Selling, General & Administrative 6,665 10.1% 6,688 10.7% 12,518 9.6% 12,763 10.3%
--------- ------- --------- -------- --------- -------- --------- --------
16,891 25.7% 15,775 25.2% 32,522 24.9% 31,330 25.3%
--------- ------- --------- -------- --------- -------- --------- --------
EBITDA(1) 18,817 28.6% 18,306 29.3% 37,399 28.6% 36,524 29.5%
Depreciation, Amortization, and
Stock Based Compensation 22,258 33.8% 24,314 38.9% 42,007 32.1% 47,089 38.0%
Interest expense 3,399 5.2% 2,557 4.0% 6,868 5.3% 5,001 4.0%
Interest/other income, net (137) (0.2%) (153) (0.2%) (312) (0.3%) (315) (0.2%)
Taxes 257 0.4% 48 0.1% 363 0.3% 71 0.1%
--------- ------- --------- -------- --------- -------- --------- --------
25,777 39.2% 26,766 42.8% 48,926 37.4% 51,846 41.9%
--------- ------- --------- -------- --------- -------- --------- --------
Net Loss $ (6,960) (10.6%) $ (8,460) (13.5%) $ (11,527) (8.8%) $ (15,322) (12.4%)
========= ======= ========= ======== ========= ======== ========= ========
CAPITAL EXPENDITURES $ 33,581 $ 20,442 $ 53,212 $ 40,651
</TABLE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
As of % Of As of % Of
June 30, Total June 30, Total
2000 Rooms 1999 Rooms
------- ----- ------- -----
<S> <C> <C> <C> <C>
TOTAL HOTELS 3,449 3,308
TOTAL ROOMS 969,000 942,000
ROOM COMPOSITION:
Geographic
Domestic 835,000 86.2% 820,000 87.0%
International 134,000 13.8% 122,000 13.0%
System Type
Scheduled Only 63,000 6.5% 84,000 8.9%
On-Demand 906,000 93.5% 858,000 91.1%
</TABLE>
------------------------------
(1) EBITDA represents earnings before interest, income taxes, depreciation,
amortization, and stock based compensation. The most significant difference
between EBITDA and cash provided from operations is changes in working
capital and interest expense. 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 continuing growth. 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.
-10-
<PAGE> 11
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Total revenues for the second quarter of 2000 increased $3.2 million or
5.1% to $65.8 million, as compared to $62.6 million for the comparable period of
1999. Room revenues increased $3.8 million or 6.4% in the second quarter of 2000
to $63.1 million, as compared to $59.3 million in the second quarter of 1999.
The increase was primarily due to higher total rooms being served during the
period, a higher percentage of total rooms being served by higher revenue
producing on-demand equipment, and higher net revenues per equipped room (RER).
RER increased to $21.84 per month in the second quarter of 2000 compared to
$21.04 for the second quarter of 1999. The increase in RER was due to increased
guest programming revenues, reduced movie denial rates, as well as increasing
Internet and game revenues. Video system sales and other revenues decreased $0.6
million or 18.2% to $2.7 million in the second quarter of 2000, as compared to
$3.3 million for the second quarter of 1999.
Total direct costs of revenues for the second quarter of 2000 increased
$1.6 million or 5.6% to $30.1 million, as compared to $28.5 million for the
second quarter of 1999. Direct costs associated with room revenue in the second
quarter of 2000 increased $1.8 million or 6.8% to $28.1 million, versus $26.3
million for the same period of 1999, and, as a percentage of room revenue,
remained almost flat at 44.5% for the second quarter of 2000 compared to 44.4%
for the second quarter of 1999. The increase in direct costs was due to the
increase in revenue. Direct costs from video system sales and other revenues
decreased $0.2 million or 9.1% to $2.0 million in the second quarter of 2000, as
compared to $2.2 million in the same period of 1999, primarily due to the
decrease in video system sales. Direct costs associated with video systems sales
and other revenue as a percentage of video system sales and other revenues
increased to 74.1% for the second quarter of 2000 from 66.7% for the same period
of 1999 due to lower margins on certain hardware sales.
Operations expenses, which consist primarily of technical field support
costs for the hotels, for the second quarter of 2000 increased $1.3 million or
18.6% to $8.3 million, as compared to $7.0 million in the second quarter of
1999, and as a percentage of room revenue increased to 13.2% from 11.8% for the
same period of 1999. The increase was primarily due to higher material spare
parts and freight costs.
Research and development expenses for the second quarter of 2000 of $2.0
million remained consistent with the $2.0 million expended in the same period of
1999, and decreased as a percentage of total revenue from 3.3% in the 1999
period to 3.0% in the 2000 period.
Selling, general and administrative expenses for the second quarters of
2000 and 1999 remained consistent at $6.7 million, as compared to $6.7 million
in the second quarter of 1999 and as a percentage of total revenue, these
expenses decreased from 10.7% in the 1999 period to 10.1% in the 2000 period.
EBITDA for the second quarter of 2000 increased $0.5 million or 2.7% to
$18.8 million as compared to $18.3 million for the second quarter of 1999.
EBITDA as a percentage of total revenue decreased to 28.6% in the second quarter
of 2000 from 29.2% in the same period of 1999. The decreased EBITDA percentage
is primarily attributable to the increase in operations expense in the second
quarter of 2000 as compared to the same period of 1999.
Depreciation, amortization and stock based compensation expenses for the
second quarter of 2000 decreased $2.0 million or 8.2% to $22.3 million, as
compared to $24.3 million for the second quarter of 1999, and as a percentage of
total revenue decreased to 33.8% for the second quarter 2000 from 38.9% for the
second quarter of 1999. This decrease occurred primarily due to the absence of
depreciation on certain video systems assets acquired during the 1996
acquisition of SpectraVision by OCC, which became fully depreciated in October
1999.
Interest expense for the second quarter of 2000 increased $0.8 million or
30.8% to $3.4 million as compared to $2.6 million for the second quarter of
1999. This increase is due to additional borrowings under the company's
revolving Credit Facility, an increase in interest rates and additional interest
under certain capital lease obligations which were entered into during the third
and fourth quarters of 1999.
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Provision for income taxes for the quarters ended June 30, 2000 and 1999
represents tax on income in certain international and domestic jurisdictions.
Income taxes increased to $0.3 million in 2000 from a nominal amount for the
same period in 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Total revenues for the six months ended June 30, 2000 increased $6.9
million or 5.6% to $130.7 million, as compared to $123.8 million for the
comparable period of 1999. Room revenues increased $7.7 million or 6.5% in the
first six months of 2000 to $125.5 million, as compared to $117.8 million in the
first six months of 1999. The increase was primarily due to higher total rooms
being served during the period, a higher percentage of total rooms being served
by higher revenue-producing on-demand equipment, increased guest programming
revenues, and higher net revenue per equipped room. Video system sales and other
revenues decreased $0.7 million or 11.7% to $5.3 million in the six months ended
June 30, 2000, as compared to $6.0 million in the six months ended June 30,
1999.
Total direct costs of revenues for the six months ended June 30, 2000
increased $4.9 million or 8.8% to $60.8 million, as compared to $55.9 million
for the six months ended June 30, 1999. Direct costs associated with room
revenue in the first six months of 2000 increased $5.4 million or 10.4% to $57.1
million, as compared to $51.7 million for the same period of 1999, and as a
percentage of room revenue increased to 45.5% for the six months ended June 30,
2000 from 43.9% for the six months ended June 30, 1999. Increases in direct
costs arise primarily due to the increase in revenues. The increase of direct
cost as a percent of revenue is primarily attributable to increases in hotel
commissions and royalties paid on feature movies. Direct costs from video system
sales and other revenues decreased $0.4 million or 9.5% to $3.8 million in the
first six months of 2000, as compared to $4.2 million in the same period of
1999, primarily due to the decrease in video system sales. Direct costs
associated with video systems sales and other revenue as a percentage of video
system sales and other revenues increased to 71.7% for the six months ended June
30, 2000 from 70.0% for the same period of 1999. The increase is primarily due
to lower margins on certain hardware sales completed during 2000.
Operations expenses, which consists primarily of technical field support
for the hotels, increased $1.4 million or 9.7% to $15.9 million for the six
months ended June 30, 2000, as compared to $14.5 million for the six months
ended June 30, 1999, and as a percentage of room revenue increased slightly to
12.7% from 12.3% for the same period of 1999. The increase is primarily due to
higher material spare parts and freight costs in 2000.
Research and development expenses of $4.1 million for the six months ended
June 30, 2000 remained consistent with the $4.1 million expended for the same
period of 1999.
Selling, general and administrative expenses for the six months ended June
30, 2000 decreased slightly to $12.5 million, as compared to $12.8 million for
the six months ended June 30, 1999. The decrease is primarily due to higher than
normal expenses incurred in 1999 related to product management and marketing to
support new products and initiatives.
EBITDA for the six months ended June 30, 2000 increased $0.9 million or
2.5% to $37.4 million as compared to $36.5 million for the six months ended June
30, 1999. EBITDA as a percentage of total revenue decreased to 28.6% in the
first six months of 2000 from 29.5% in the same period of 1999. The decreased
EBITDA percentage is primarily attributable to the slight increase in direct
costs as a percent of revenues in 2000 as compared to the same period in 1999.
Depreciation, amortization, and stock based compensation expenses for the
six months ended June 30, 2000 decreased $5.1 million or 10.8% to $42.0 million,
as compared to $47.1 million for the six months ended June 30, 1999, and as a
percentage of total revenue decreased to 32.1% for the first six months of 2000
from 38.0% for the first six months of 1999. The decrease occurred primarily due
to the absence of depreciation on certain video system assets acquired during
the 1996 acquisition of Spectravision by the company, which became fully
depreciated in October of 1999.
Interest expense for the six months ended June 30, 2000 increased $1.9
million or 38.0% to $6.9 million as compared to $5.0 million for the six months
ended June 30, 1999. This increase is due to additional borrowings under the
company's revolving Credit Facility, an increase in interest rates and
additional interest due under certain capital lease obligations which were
entered into during the third and fourth quarters of 1999.
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Provision for income taxes for the six months ended June 30, 2000 and 1999
represent tax on income in certain international and domestic jurisdictions.
Income taxes increased to $0.4 million in 2000 from $0.1 million for the same
period in 1999.
SEASONALITY
The Company's business is expected to be seasonal where 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 demographic mix, the popularity of the
motion picture or services available at the hotel and the guests' other
entertainment alternatives.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash during the six months ended June 30,
2000 and June 30, 1999 respectively, were cash from operations of $28.0 million
and $29.7 million, and borrowings of $25.0 million and $10.0 million from the
Company's former Credit Facility (for both six month periods) and a bank line of
credit (for the six months ended June 30, 2000 - see note 3 of Notes to
Condensed Consolidated Financial Statements). For the six months ended June 30,
2000 and June 30, 1999, respectively, cash was expended primarily for capital
expenditures which totaled $53.2 million for the first six months of 2000 and
$40.7 million for the first six months of 1999, related primarily to the
conversion of hotels equipped with SpectraVision and OCV systems to OCC's new
OCX systems, the installation of new hotels with OCC's systems, increased
inventory, and internal fixed asset purchases.
At June 30, 2000, the OCC Revolving Credit Facility provided for borrowings
up to $200.0 million, maturing in 2002 and, subject to certain conditions
renewable for an additional two years. Based on borrowings outstanding at June
30, 2000, OCC had no availability under the OCC Revolving Credit Facility. On
June 29, 2000, OCC obtained an additional line of credit from a bank to provide
for unsecured borrowings of up to $10.0 million, at the bank's prime rate. At
June 30, 2000, the Company had borrowed $5.0 million under this line of credit.
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 line of credit. The new
agreement provides OCC with unsecured borrowings of up to $350.0 million for the
next five years (the new OCC Credit Facility matures 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, and, 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.
The Company expects that internally generated funds and the new Credit
Facility will support its financing requirements for the foreseeable future.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates, which
could impact its results of operations and financial condition. 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 of the Company. At June 30, 2000, the Company had
$205.0 million outstanding on its former Credit Facility and the weighted
average interest rate on such Credit Facility was 7.31%. Assuming no increase or
decrease in the amount outstanding, a hypothetical immediate 100 basis point
increase (or decrease) in interest rates at June 30, 2000 would increase (or
decrease), the Company's annual interest expense and cash outflow by
approximately $2.05 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
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 has received royalty payments, net of legal fees
and expenses, in an aggregate amount of approximately $10,800,000. 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 recognizes the royalty revenue as
payments are received.
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 torts by OCV and
OCC in their respective relationships with Maginet.
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. CHANGES IN SECURITIES:
None.
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:
EXHIBIT NO. DESCRIPTION
(A) 27.0 Financial Data Schedule
(B) Reports on Form 8-K
(1) The Registrant filed with the Commission on April 12, 2000 a form
8-K describing a change of control of the Registrant as a result
of the acquisition by Liberty Media Corporation of control of
Ascent Entertainment Group, Inc.
(2) The Registrant filed with the Commission on June 20, 2000 a Form
8-K describing the dismissal of Deloitte & Touche, LLP as its
independent public accountant and the engagement of KPMG LLP as
its independent public accountant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California on August 14, 2000.
On Command Corporation
/s/ PAUL J. MILLEY
----------------------------------
Paul J. Milley
Senior Vice President, Finance
(Principal Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(A) 27.0 Financial Data Schedule
