Crown Media Holdings Announces 35% Increase in Total Pro Forma Gross Revenues for Fourth Quarter 2001 and 47% Increase in Subscribers for Year 2001.Business Editors GREENWOOD Greenwood. 1 City (1990 pop. 26,265), Johnson co., central Ind.; settled 1822, inc. as a city 1960. A residential suburb of Indianapolis, Greenwood is in a retail shopping area. Manufactures include motor vehicle parts and metal products. VILLAGE, Colo.--(BUSINESS WIRE)--Feb. 12, 2002 Crown Media Holdings, Inc. (Nasdaq: CRWN CRWN Composite Reconfigurable Wireless Network ) today reported pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma gross revenues of $33.2 million for the fourth quarter of 2001, a 35% increase from $24.6 million for the fourth quarter of 2000. For the full year, Crown Media's pro forma gross revenues totaled $113.7 million, a 56% increase versus $72.9 million in 2000. Operating Highlights for the Quarter and Year
- Hallmark Channel subscribers increased 47% to 87.9 million worldwide as of
December 31, 2001, from 60.0 million subscribers as of December 31, 2000. The
Hallmark Channel ended the quarter with 43.5 million subscribers in the United
States and 44.4 million international subscribers across over 110 countries.
Subscribers of our international channel increased 33% over 2000 and 3% over
third quarter 2001. Subscribers of our domestic channel increased 64% over
fourth quarter 2000 and 10% over third quarter 2001.
- During the quarter, Crown Media signed a new long-term distribution agreement
with Cox Communications, the 5th largest cable operator in the U.S., expanding
the Hallmark Channel's distribution in the U.S. Crown Media also has previously
established long-term distribution agreements with TimeWarner, DIRECTV, AT&T,
Charter, Adelphia, EchoStar, and CSC Holdings ("Cablevision").
- Crown Media also signed a distribution agreement with TeleDanmark, a leading
cable television operator in Denmark. From January 1, 2002, the Hallmark
Channel has been available to an additional 350,000 analogue homes in Denmark,
bringing our total distribution in Denmark to approximately 700,000
subscribers.
- During the quarter, Crown Media and Hallmark Entertainment's respective
distribution operations signed a cable video-on-demand (VOD) licensing
agreement with iN DEMAND, the leading pay-per-view network in the U.S. Under
the agreement both Crown Media and Hallmark Entertainment will provide selected
content from their libraries for iN DEMAND's VOD service.
- In December, Crown Media announced the issuance of $265.0 million of 6.75%
subsidiary trust preferred securities and contingent appreciation certificates
in a private placement. The Company used the proceeds to repay a portion of its
JP Morgan Chase Bank credit facility, repay all outstanding demand notes and
interest with Hallmark Cards, Inc., repay debt to Hallmark Entertainment
Distribution, Inc. associated with the licensing of films, and for working
capital. In conjunction with the private placement, Crown Media increased the
size of its bank credit facility by $35.0 million to $320.0 million.
- More recently, Crown Media named David Kenin Executive Vice President of
Programming at the Hallmark Channel U.S., responsible for all aspects of the
channel's programming. Mr. Kenin has over 20 years of cable, network
television, and media experience.
"The Hallmark hallmark, mark impressed on silverwork or goldwork to signify official approval of the standard of purity of the metal, also called plate mark. The hallmark was introduced by statute in England in 1300 and enforced by the Goldsmiths' Hall, London. Channel is now widely recognized as the premier channel for high-quality family entertainment. Our brand and content are driving our television ratings Television ratings may refer to:
n. pl. miniseries 1. A televised dramatic production, as of a novel or film, shown in a number of episodes. 2. Sports A short series of performances or athletic contests. , Roots," stated David Evans David Evans may mean:
"We signed in November November: see month. 2001 a new video-on-demand The ability to deliver a movie, sports event or other video program to a TV set whenever the customer requests it. Video-on-demand (VOD) typically refers to free and paid programs from the cable TV companies or the telephone companies that offer video over DSL lines. licensing agreement with iN DEMAND. This is an example of new forms of revenue streams we look to generate from our film library," Mr. Evans Ev·ans , Herbert McLean 1882-1971. American anatomist who isolated four pituitary hormones and discovered vitamin E (1922). continued. He concluded, "Broader distribution has been a priority, and we signed new agreements with Cox Communications Cox Communications is a privately owned subsidiary of Cox Enterprises providing digital cable television and telecommunications services in the United States. It is the third-largest[2] cable television provider in the United States, serving more than 6. and TeleDanmark this quarter. As a result of increased brand awareness and distribution, we are proud that our advertising revenues grew in the back half of the year. Crown Media has created a global network, providing premier content to a wide audience that shares our values." Financial Results On May 9, 2000, Crown Media Holdings completed its initial public offering. At the same time, Crown Media Holdings acquired 100% of Crown Media International, Inc., and as part of this acquisition acquired the 22.5% common interests in Crown Media United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control (formerly known as Odyssey Odyssey (ŏd`ĭsē): see Homer. Odyssey Homer’s long, narrative poem centered on Odysseus. [Gk. Lit.: Odyssey] See : Epic Odyssey Holdings, LLC) and 50% common interests of H&H Programming-Asia, LLC then owned by Crown Media International, and separately acquired an additional 55% of the common interests in Crown Media United States. Prior to that date, Crown Media Holdings did not have any significant operations. On March 15, 2001, Crown Media Holdings acquired the remaining 22.5% of the common interests in Crown Media United States and the remaining 50% interest in H&H Programming-Asia, which operated The Kermit A file transfer protocol developed at Columbia University, noted for its adaptability to noisy lines, enabling transfers to succeed under the worst conditions. Kermit supports streaming over the Internet, sliding windows for links with long round-trip delays, record and character Channel, which were held by The Jim Henson Noun 1. Jim Henson - United States puppeteer who created a troupe of puppet characters (1936-1990) Henson Company, Inc. The consolidated historical financial statements of Crown Media Holdings include the results of operation for Crown Media International as a predecessor corporation for all periods presented, include their initial ownership of 22.5% of the common interests in Crown Media United States for the entire year ended December December: see month. 31, 2000 and include each of the other interests described above from the date of acquisition. The unaudited pro forma information combines the results of operations of Crown Media Holdings, Crown Media International, Crown Media United States and H&H Programming - Asia as if the reorganization and the acquisitions described above involving these entities had occurred at the beginning of the periods presented, along with certain pro forma adjustments to give effect to amortization of goodwill and other intangibles and excludes the results of The Kermit Channel which was collapsed in 2001, contract termination Defense procurement: the cessation or cancellation, in whole or in part, of work under a prime contract or a subcontract thereunder for the convenience of, or at the option of, the government, or due to failure of the contractor to perform in accordance with the terms of the contract (default). charges, certain other related adjustments, reorganization expenses, and the fourth quarter 2001 tax benefit. The contract termination and certain other adjustments consisted primarily of exit charges and write-offs in the third quarter of 2001 of approximately $28.2 million relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc programming agreements with The Jim Henson Company and EM.TV EM.TV AG (formerly EM.TV & Merchandising AG) is a Munich-based media group. The company was founded by Thomas Haffa. Note: EM.TV stands for "Entertainment, Merchandising, TV." History
The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when and outplacement out·place·ment n. The process of facilitating a terminated employee's search for a new job by provision of professional services, such as counseling, paid for by the former employer. service for all affected employees. Additionally, we excluded the tax benefit of $5.3 million recorded in the fourth quarter of 2001. Management believes that the results of operations for each period should be analyzed an·a·lyze tr.v. an·a·lyzed, an·a·lyz·ing, an·a·lyz·es 1. To examine methodically by separating into parts and studying their interrelations. 2. Chemistry To make a chemical analysis of. 3. after reflecting the acquisitions for the full year and by excluding the effects of these significant items. As such, the following pro forma discussion excludes the impact of these items. However, similar items may occur in any period. Accordingly, investors and other financial statement users should also review the accompanying historical consolidated financial data. Pro Forma Historical and pro forma financial information are provided in tables at the end of this release. The comments below on the pro forma financial information should be read in conjunction with those tables. These comments, when read together with the pro forma adjustments described above, also apply to the historical financial information in the tables. Crown Media reported pro forma gross revenue of $33.2 million for the fourth quarter of 2001, a 35% increase from $24.6 million for the fourth quarter of 2000. Gross subscriber fees revenue in the fourth quarter increased 26% to $18.8 million, from $14.9 million in the prior year's quarter, reflecting increased distribution worldwide, offset in part by the amortization of subscriber acquisition and other fees. Advertising and other revenue increased 26% to $12.1 million during the quarter, from $9.6 million in the fourth quarter of 2000, reflecting the increased distribution, enhanced programming schedule, and higher ratings for our channels. The licensing fees of $2.3 million represent revenues in the fourth quarter of 2001 from licensing programs in Crown Media's film library, which was acquired on September September: see month. 28, 2001. For the year ended December 31, 2001, Crown Media reported pro forma gross revenue of $113.7 million, a 56% increase from $72.9 million for the same period last year. Gross subscriber fees revenue for 2001 increased 42% to $73.2 million, from $51.7 million in the prior year's period, while advertising and other revenue increased 80% to $38.3 million for the year ended December 31, 2001, from $21.2 million in the year earlier period. These gains were driven primarily by more subscribers, improved programming and increased ratings. The licensing fees of $2.3 million represent revenues in the fourth quarter of 2001 from licensing programs in Crown Media's film library, which was acquired on September 28, 2001. For the fourth quarter of 2001, total pro forma cost of services increased to $42.6 million from $24.7 million during the same quarter of 2000. Within cost of services, programming expenses rose 15% quarter over quarter to $21.5 million. The acquisition of third party programming, particularly series-based programming, was the primary driver of the increase in programming expense. Amortization of our library assets was $3.5 million during the fourth quarter of 2001. Operating costs operating costs npl → gastos mpl operacionales , which consist of playback Playback could mean:
removal of most of the comb of day-old chickens. See also decombing. and subtitling, transponder A receiver/transmitter on a communications satellite. It receives a microwave signal from earth (uplink), amplifies it and retransmits it back to earth at a different frequency (downlink). A satellite has several transponders. , and interstitial In a separate window. See interstitial ad. (World-Wide Web) interstitial - A World-Wide Web page that appears before the expected content page. Interstitials can be used for advertising (intermercial, transition ad) or to confirm that the user is old enough to view the expenses and amortization of subscriber acquisition fees, increased 195% to $17.6 million for the fourth quarter of 2001, as we continue to customize the Hallmark Channel into local languages based on local market practices, viewer A program that displays the contents of an electronic (digital) file. Viewers may be stand-alone programs or components within a larger program. They are widely used to display images downloaded from BBSs, online services and the Internet. preferences and cost considerations. Pro forma selling, general and administrative expenses increased to $23.0 million for the three months ended December 31, 2001, from $14.5 million in the year earlier period, as a result of depreciation of our Network Operations Center See NOC. Network Operations Center - (NOC) A location from which the operation of a network or internet is monitored. Additionally, this center usually serves as a clearinghouse for connectivity problems and efforts to resolve those problems. . Pro forma marketing expenses decreased to $7.2 million for the three months ended December 31, 2001, from $11.9 million in the year earlier. During fourth quarter 2000, marketing expenses increased due to the introduction of our brand package, which included branded theme blocks, a new positioning line, on-air on-air adj. Spoken, occurring, or used during broadcasting: an on-air gaffe; changed his on-air name. graphics and signature music. Total pro forma cost of services for the year ended December 31, 2001 increased to $154.5 million from $104.2 million during the same period in 2000. Within cost of services, programming expense increased to $87.3 million, from $60.2 million in 2000. Amortization of our library assets was $3.5 million during 2001. Operating costs for 2001 increased 45% to $63.7 million, compared to $44.0 million in 2000 due to servicing our expanded markets and amortizing subscriber acquisition fees. Pro forma selling, general and administrative expenses increased to $82.7 million in 2001, from $62.6 million in the prior year. Pro forma marketing expenses increased to $34.8 million for the full year ended December 31, 2001, from $25.1 million in the prior year period primarily due to the re-branding of our domestic channel on August 5, 2001, as the Hallmark Channel, aggressive marketing campaigns completed on August 5, 2001, to drive consumer awareness of the channel, and the introduction of our new brand package. The pro forma loss before interest, taxes, depreciation and amortization (EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ) totaled $(29.2) million for the fourth quarter of 2001, compared to a pro forma EBITDA loss of $(26.6) million for the same period last year. The pro forma net loss for the three month period ended December 31, 2001 totaled $(54.8) million, or $(0.53) per share, compared to $(35.7) million, or $(0.55) per share, in the fourth quarter of 2000. The pro forma EBITDA loss for the year ended December 31, 2001 totaled $(134.8) million, compared to a pro forma EBITDA loss of $(111.6) million for the 2000 year. The pro forma net loss totaled $(200.7) million, or $(1.93) per share, for the year, compared to $(145.6) million, or $(2.23) per share, for 2000. At December 31, 2001 Crown Media had available cash and cash equivalents totaling $13.9 million, an unused $75.0 million line of credit with HC Crown Corporation, and a $320.0 million credit agreement with a group of banks, of which $168.5 million is available, assuming the January 7, 2002, $111.6 million repayment of the short-term Short-term Any investments with a maturity of one year or less. short-term 1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time. portion of our credit facility occurred on December 31, 2001. Capital expenditures for the fourth quarter of 2001 totaled $34,000, while the cost of programming acquired totaled $28.4 million. For the year ended December 31, 2001, capital expenditures totaled $24.4 million while the cost of programming acquired totaled $94.9 million. Conference Call and Webcast to be Held February February: see month. 12th at 11:00 a.m. ET Crown Media Holdings' management will conduct a conference call this morning at 11:00 a.m. Eastern Time to discuss the fourth quarter and full year 2001 results. Investors and interested parties may listen to the call via a live webcast accessible through the investor relations Investor relations The process by which the corporation communicates with its investors. section of the Company's web site at www.crownmedia.net. To listen, please register and download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. audio software at the site at least 15 minutes prior to the start time. The webcast will be available on the site for approximately three months, while a telephone replay of the call is available for 7 days beginning at 1:00 p.m. Eastern Time, February 12, at 800-633-8284 or 858-812-6440 (international callers), reservation #20275951. About Crown Media Holdings, Inc. Crown Media Holdings, Inc. owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The company currently operates and distributes the Hallmark Channel in the U.S. and more than 110 countries. The combined channels have over 88 million subscribers worldwide. Significant investors in Crown Media Holdings include Hallmark Entertainment Holdings, Inc., a subsidiary of Hallmark Cards Hallmark Cards, a privately owned American company based in Kansas City, Missouri, is the largest manufacturer of greeting cards in the United States. Approximately 50% of greeting cards sent in the United States every year are manufactured by Hallmark. , Inc., Liberty Media Corp., DIRECTV DirecTV (trademarked as "DIRECTV") is a direct broadcast satellite (DBS) service based in El Segundo, California, USA, that transmits digital satellite television and audio to households in the United States, the Caribbean and Latin America except for Mexico. , Inc., VISN VISN Veterans Integrated Service Network VISN Virtual Integrated Sky Network (Loral Orion) VISN Visual Interactive Support Network Management Corp., a for-profit for-prof·it adj. Established or operated with the intention of making a profit: a for-profit organization. subsidiary of the National Interfaith in·ter·faith adj. Of, relating to, or involving persons of different religious faiths: an interfaith marriage; an interfaith forum. Cable Coalition, and J. P. Morgan Morgan, American family of financiers and philanthropists. Junius Spencer Morgan, 1813–90, b. West Springfield, Mass., prospered at investment banking. Partners (SBIC SBIC Small Business Investment Company SBIC Sustainable Buildings Industry Council SBIC Singapore Bioimaging Consortium (Singapore) SBIC School Bus Information Council SBIC Saudi Basic Industries Corporation SBIC Scsi Bus Interface Controller ), LLC. Forward-looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements contained in this press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and that are based on management's current expectations, estimates and projections. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those projected or implied in the forward-looking statements. Such risks and uncertainties include: competition for distribution of channels, viewers VIEWERS. Persons appointed by the courts to see and examine certain matters, and make a report of the facts together with their opinion to the court. In practice they are usually appointed to lay out roads and the like. Vide Experts. , advertisers, and the acquisition of programming; fluctuations in the availability of programming; fluctuations in demand for the programming Crown Media airs on its channels; and other risks detailed in the Company's filings with the Securities and Exchange Commission, including the Risk Factors stated in the Company's 10-K Report for the year ended December 31, 2000 and 10-Q Report for the quarter ended September 30, 2001. Crown Media Holdings is not undertaking any obligation to release publicly any updates to any forward looking statements to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date of this release or to reflect the occurrence of unanticipated events. Use of EBITDA Crown Media evaluates operating performance based on several factors, including its primary financial measure of operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. before non-cash depreciation of tangible assets Tangible Asset An asset that has a physical form such as machinery, buildings and land. Notes: This is the opposite of an intangible asset such as a patent or trademark. Whether an asset is tangible or intangible isn't inherently good or bad. and amortization of goodwill and other intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. ("EBITDA") Crown Media considers EBITDA an important indicator of the operational strength and performance of its businesses, including the ability to provide cash flows to service debt and fund capital expenditures. EBITDA eliminates, among other things, the amounts of non-cash depreciation of tangible assets, amortization of library assets (but not amortization of program license fees), and amortization of goodwill and other intangible assets recognized in business combinations accounted for by the purchase method. However, EBITDA should be considered in addition to, not as a substitute for, historical operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. or loss, net loss and other measures of financial performance reported in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with accounting principles generally accepted in the United States.
For additional information, please contact:
Investor Relations: Media:
Karen Pisciotta Les Eisner
Lippert/Heilshorn & Associates The Lippin Group
212-838-3777 ext. 6610 323-965-1990
kpisciotta@lhai.com leisner@lippingroup.com
John Nesbett Don Ciaramella
Lippert/Heilshorn & Associates The Lippin Group/NY
212-838-3777 ext. 6631 212-986-7080
jnesbett@lhai.com don@lippingroup.com
Crown Media Holdings, Inc.
Selected Fourth Quarter Financial Information(a)
(Amounts in thousands, except per share data)
Three Months Ended Three Months Ended
December 31, 2001 December 31, 2000
Historical Adj.(a) Pro Historical Adj.(a) Pro
Forma(a) Forma(a)
------------------------------------------------------------
Gross
revenues:
Subscriber
fees $ 18,794 $ - $ 18,794 $ 14,739 $ 194 $ 14,933
Advertis-
ing 12,124 - 12,124 9,270 - 9,270
Licensing
fees 2,267 - 2,267 - - -
Other 12 (11) 1 635 (264) 371
------------------------------------------------------------
Total
gross
revenues 33,197 (11) 33,186 24,644 (70) 24,574
Amort. of
sub-
scriber
acquisi-
tion
fees (1,990) - (1,990) - (3,029) (3,029)
------------------------------------------------------------
Net
revenues 31,207 (11) 31,196 24,644 (3,099) 21,545
Cost of
services:
Program-
ming
costs 21,464 - 21,464 18,738 - 18,738
Amort. of
library 3,533 - 3,533 - - -
Operating
costs 18,074 (498) 17,576 8,521 (2,563) 5,958
------------------------------------------------------------
Total cost
of
services 43,071 (498) 42,573 27,259 (2,563) 24,696
Selling,
gen. &
admin.
expenses 27,558 (4,540) 23,018 14,864 (391) 14,473
Marketing
expenses 7,210 - 7,210 11,316 602 11,918
Amort. of
goodwill
& other
intang-
ibles 5,512 12 5,524 3,132 2,392 5,524
------------------------------------------------------------
Loss from
opera-
tions $ (52,144) $ 5,015 $(47,129) $(31,927) $(3,139) $ (35,066)
============================================================
Net loss $ (54,483) $ (305) $(54,788) $(31,783) $(3,918) $ (35,701)
============================================================
Net loss
per
share $ (0.52) $ (0.53) $ (0.53) $ (0.55)
=========== ====================== ============
Weighted
avg.
share
out. 104,154 104,159 60,023 65,377
Crown Media Holdings, Inc.
Selected Yearly Financial Information(a)
(Amounts in thousands, except per share data)
Year Ended Year Ended
December 31, 2001 December 31, 2000
Historical Adj.(a) Pro Historical Adj.(a) Pro
Forma(a) Forma(a)
---------------------------------------------------------------
Gross
re-
ve-
nues:
Sub-
scri-
ber
fees $ 73,146 $ 80 $ 73,226 $ 47,921 $ 3,769 $ 51,690
Adver-
tis-
ing 37,513 - 37,513 16,016 3,705 19,721
Licens-
ing
fees 2,267 - 2,267 - - -
Other 740 - 740 2,879 (1,356) 1,523
---------------------------------------------------------------
Total
gross
re-
ven-
ues 113,666 80 113,746 66,816 6,118 72,934
Amort.
of
sub-
scri-
ber
acqui-
sition
fees (6,609) - (6,609) - (3,466) (3,466)
---------------------------------------------------------------
Net re-
venues 107,057 80 107,137 66,816 2,652 69,468
Cost of
ser-
vices:
Pro-
gram-
ming
costs 117,185 (29,935) 87,250 50,240 9,964 60,204
Amort.
of
li-
brary 3,533 - 3,533 - - -
Opera-
ting
costs 65,134 (1,393) 63,741 40,444 3,595 44,039
---------------------------------------------------------------
Total
cost
of
ser-
vices 185,852 (31,328) 154,524 90,684 13,559 104,243
Sell-
ing,
gen.
&
admin.
ex-
penses 87,065 (4,393) 82,672 51,791 10,814 62,605
Market-
ing
ex-
pens-
es 34,809 2 34,811 21,280 3,802 25,082
Amort.
of
good-
will
&
other
in-
tang-
ibles 20,032 1,954 21,986 8,639 13,347 21,986
---------------------------------------------------------------
Loss
from
opera-
tions$(220,701) $ 33,845 $(186,856) $(105,578) $(38,870) $(144,448)
===============================================================
Net
loss $(229,832) $ 29,126 $(200,706) $(116,126) $(29,500) $(145,626)
===============================================================
Net
loss
per
share $ (3.08) $ (1.93) $ (2.32) $ (2.23)
========== =================== =======
Weight-
ed
avg.
share
out. 74,691 104,159 50,786 65,377
(a) On May 9, 2000, Crown Media Holdings completed its initial public offering. At the same time, Crown Media Holdings acquired 100% of Crown Media International, Inc., and as part of this acquisition acquired the 22.5% common interests in Crown Media United States, LLC (formerly known as Odyssey Holdings, LLC) and 50% common interests of H&H Programming-Asia, LLC then owned by Crown Media International, and separately acquired an additional 55% of the common interests in Crown Media United States. Prior to that date, Crown Media Holdings did not have any significant operations. On March 15, 2001, Crown Media Holdings acquired the remaining 22.5% of the common interests in Crown Media United States and the remaining 50% interest in H&H Programming-Asia, which operated The Kermit Channel, which were held by The Jim Henson Company, Inc. The consolidated historical financial statements of Crown Media Holdings include the results of operation for Crown Media International as a predecessor corporation for all periods presented, include their initial ownership of 22.5% of the common interests in Crown Media United States for the entire year ended December 31, 2000 and include each of the other interests described above from the date of acquisition. The unaudited pro forma information combines the results of operations of Crown Media Holdings, Crown Media International, Crown Media United States and H&H Programming - Asia as if the reorganization and the acquisitions described above involving these entities had occurred at the beginning of the periods presented, along with certain pro forma adjustments to give effect to amortization of goodwill and other intangibles and excludes the results of The Kermit Channel which was collapsed in 2001, contract termination charges, certain other related adjustments, reorganization expenses, and the fourth quarter 2001 tax benefit. Our pro forma weighted average number of Class A and Class B shares outstanding include 33.3 million shares issued in conjunction with the film assets transaction as if the shares were issued on January 1, 2001. The contract termination and certain other adjustments consisted primarily of exit charges and write-offs in the third quarter of 2001 of approximately $28.2 million relating to programming agreements with The Jim Henson Company and EM.TV. They are included as programming costs in Crown Media's consolidated historical financial statements. Reorganization costs of $4.6 million in the fourth quarter of 2001 were also excluded from the pro forma results and were comprised primarily of the termination benefits of severance and outplacement service for all affected employees. Additionally, we excluded the tax benefit of $5.3 million recorded in the fourth quarter of 2001. |
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