EX-99.1 2 a04-12877_2ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Crown Media Holdings Announces Operating Results

for Third Quarter of 2004

 

GREENWOOD VILLAGE, Colo. – November 15, 2004 - Crown Media Holdings, Inc. (NASDAQ: CRWN) today reported its operating results for the three and nine months ended September 30, 2004.

 

Operating Highlights for the Quarter

                  Revenue growth.  Crown Media’s net revenue in the third quarter of 2004 increased 9% to $55.8 million, from $51.0 million in the prior year’s third quarter. Advertising revenues for the quarter totaled $30.0 million, an increase of 44% from the third quarter of 2003.

 

                  Subscriber increase.  Hallmark Channel subscribers increased 12% to 124.1 million worldwide as of September 30, 2004, from 111.2 million subscribers as of September 30, 2003.  The channel ended the quarter with 63.4 million subscribers in the United States and 60.7 million international subscribers across 122 countries.  Subscribers to our domestic channel increased 16%, and subscribers to our international channels increased 7% over the third quarter 2003.  As of the end of October, our domestic subscribers grew to over 64 million, with launches across the country in a number of new major markets, including Philadelphia, Detroit, Cleveland, Tallahassee and Santa Fe.  For the year-to-date, Hallmark Channel was the fastest growing program based cable network, with over 8 million new subscribers.

 

                  U.S. ratings success.  For the third straight quarter, Hallmark Channel maintained its position as a top ten ranking domestic network for total day ratings.  The channel significantly improved delivery in its key demos, generating all time highs in total day among women 18-49 with a 29% increase over the third quarter 2003 and among women 25-54 with a 42% increase over the prior year period.  In addition, Hallmark Channel delivered all time highs among households and adults 25-54 in prime time, and earned its highest day ever with a 1.0 average household rating delivering 610,000 homes.

 

                  International growth.  While actively pursuing a sale of the international business, the Company is continuing to deliver solid results and important developments in this area.  During the third quarter, Hallmark Channel launched in Italy, adding 2.7 million new subscribers on attractive terms.  The Company also announced a three-year extension of its exclusive advertising sales partnership with BSkyB, which will remain the sole airtime sales representative in the U.K. for Hallmark Channel, now the 6th most watched non-terrestrial channel in the U.K.

 

“I am pleased to report another solid quarter of advertising and subscriber growth for Hallmark Channel.,” remarked David Evans, President and CEO of Crown Media.  “During this period, we have added new subscribers at a rate of nearly one million per month,

 

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expanding our national reach in major markets and on over 500 new systems since the beginning of the year.  For the third straight quarter Hallmark Channel U.S. ranked among the top ten cable networks for total day, with significant improvements in our key demos.  We remain committed to selling our international business in order to focus on Hallmark Channel U.S., but at the same time we are growing internationally with new launches in Italy and the extension of key agreements.

 

“We are confident that this positive momentum will continue into the fourth quarter.  The launch of Walker, Texas Ranger and JAG, combined with our line-up of exciting holiday originals, should continue to improve our ratings.  Building upon our success in attracting 30 million new domestic viewers in the past two years, we will launch our third Hollywood Holiday Sweepstakes in conjunction with our holiday programming, featuring a cross-platform campaign that harnesses the value of 4,200 Hallmark Gold Crown Stores during their busiest time of year.  We expect to end the year with over 65 million subscribers and continue this growth into 2005 as we approach full distribution.”

 

Financial Results

 

Potential Sale of the International Business

 

In April 2004, the Company announced that it was exploring strategic alternatives for its international operations and international rights to its film library, including, but not limited to, a sale or other corporate transaction in an effort to maximize shareholder value.  The Company is in current negotiations for the sale of these assets.  The Company cannot guarantee that an agreement will be reached.  The Company has conducted a valuation analysis of the various assets.  The conclusion of this analysis was that a non-cash impairment of $57.9 million against the Company’s film assets in the third quarter was appropriate.  No impairment against the Company’s international channels business was required.  In addition, other non-cash charges related to retention program incentives for employees likely to be affected as a result of the transaction were included in the third quarter results.

 

Historical financial information is provided in tables at the end of this release.

 

Operating Results

 

Crown Media reported revenue of $55.8 million for the third quarter of 2004, a 9% increase from $51.0 million for the third quarter of 2003. Subscriber fee revenue in the third quarter increased 14% to $20.0 million, from $17.5 million in the prior year’s quarter, as a result of the ending of free carriage periods for certain of our domestic distributors.  Advertising revenue increased 44% to $30.0 million during the quarter, from $20.8 million in the third quarter of 2003, reflecting increased distribution, an enhanced programming schedule, higher ratings for our channels, higher advertising rates, specifically in our domestic market, and

 

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expanded sales of advertising time, primarily in the United States.  Licensing fees for our film library decreased to $5.5 million during the quarter, from $12.6 million in the prior year’s quarter.

 

Crown Media reported revenue of $169.9 million for the nine months ended September 30, 2004, a 23% increase from $138.4 million during the same period of 2003. Subscriber fee revenue for the nine months increased 17% to $60.2 million, from $51.4 million in the prior year’s period, as a result of the ending of free carriage periods for certain of our domestic distributors.  Advertising revenue increased 37% to $91.5 million for the nine months ended September 30, 2004, from $66.8 million in the same period of 2003, reflecting increased distribution, an enhanced programming schedule, higher ratings for our channels, higher advertising rates, specifically in our domestic market, and expanded sales of advertising time, primarily in the United States.  Licensing fees for our film library decreased to $18.0 million for the nine months, from $20.0 million in the prior year’s period.

 

For the third quarter of 2004, cost of services increased to $119.1 million from $60.5 million during the same quarter of 2003. This increase was due principally to the Company’s analysis of its film assets using current projections for sales and internal use and outside indications of fair value. The company recorded an impairment charge of $57.9 million in the third quarter of 2004.   Amortization of film assets decreased 21% related to the analysis. Also, within cost of services, programming expenses increased 10% quarter over quarter to $32.7 million, due to the amortization of certain programming.  For example, in September 2003, we added three series to our domestic programming schedule:  M*A*S*H, Matlock and Little House on the Prairie.  Subscriber acquisition fee expense was $7.0 million in the third quarter of 2004 versus $6.5 million in same period of 2003.  Operating costs decreased 4% from $11.7 million to $11.3 million for the third quarter of 2004, primarily due to a decrease in bad debt expense. Selling, general and administrative expenses increased to $19.7 million for the three months ended September 30, 2004, from $17.7 million in the year earlier period primarily due to the recognition of compensation expense related to the Company’s restricted stock units and expense recognized for the Company’s retention program related to the proposed sale of the international operations.  Marketing expenses decreased to $2.9 million for the three months ended September 30, 2004, from $3.5 million in the year earlier period due to the timing of marketing promotions.

 

For the nine months ended September 30, 2004, cost of services increased to $229.7 million from $158.7 million during the same period of 2003. This increase was due principally to the Company’s analysis of its film assets using current projections for sales and internal use and outside indications of fair value. The company recorded an impairment charge of $57.9 million in the third quarter of 2004.   Also, within cost of services, programming expenses increased 21% period over period to $93.6 million, because of the amortization of certain programming, as indicated above.  Subscriber acquisition fee expense was $19.0 million for the nine months ended September 30, 2004, versus $19.1 million in same period of 2003. Operating costs decreased 8% from $33.8 million to $31.1 million for the nine months ended September 30, 2004, primarily due to a decrease in bad debt expense. Selling, general and administrative expenses increased to $54.3 million for the nine months ended September 30, 2004, from $44.2 million in the year earlier period primarily due to the recognition of expense related to the Company’s restricted stock units and expense recognized for the Company’s

 

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retention program related to the proposed sale of the international operations.  Marketing expenses decreased to $16.9 million for the nine months ended September 30, 2004, from $17.6 million in the year earlier period.

 

Adjusted EBITDA loss totaled $65.9 million for the third quarter of 2004, compared to an Adjusted EBITDA loss of $33.2 million for the same period last year.  Cash used in operating activities totaled $17.4 million for the third quarter of 2004 compared to $31.2 million for the same period last year. The net loss for the three month period ended September 30, 2004, totaled $105.8 million, or $1.01 per share, compared to $72.7 million, or $0.70 per share, in the third quarter of 2003.  The impact of the library impairment on Adjusted EBITDA and net loss was a $57.9 million non-cash charge for the three months ended September 30, 2004.

 

Adjusted EBITDA loss totaled $75.3 million for the nine months ended September 30, 2004, compared to an Adjusted EBITDA loss of $53.1 million for the same period last year.  Cash used in operating activities totaled $44.1 million for the nine months ended September 30, 2004 compared to $104.6 million for the same period last year. The net loss for the nine month period ended September 30, 2004, totaled $187.8 million, or $1.80 per share, compared to $168.8 million, or $1.62 per share, in the prior year’s period.  The impact of the library impairment on Adjusted EBITDA and net loss was a $57.9 million non-cash charge for the nine months ended September 30, 2004.

 

Conference Call and Webcast to be Held November 15 at 4:00 p.m. ET

Crown Media Holdings’ management will conduct a conference call this afternoon at 4:00 p.m. Eastern Time to discuss the results of the third quarter of 2004.  Investors and interested parties may listen to the call via a live webcast accessible through the investor relations’ section of the Company’s web site at www.hallmarkchannel.com, or by dialing (888) 339-2688 (Domestic) or (617) 847-3007 (International) and requesting the “Crown Media Third Quarter Earnings” call.  For those listeners accessing the call through the Company’s website, please register and download audio software at the site at least 15 minutes prior to the start time.  The webcast will be archived on the site, while a telephone replay of the call is available for 7 days beginning at 6:00 p.m. Eastern Time, November 15, at 888-286-8010 (Domestic) or 617-801-6888 (International), using reservation number 27630378.

 

About Crown Media Holdings

Crown Media Holdings, Inc. (NASDAQ: CRWN) 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 120 countries.  The combined channels have nearly 125 million subscribers worldwide.  Through its subsidiary, Crown Media Distribution, LLC, Crown also distributes award-winning titles from the Hallmark Entertainment Collection for exhibition in a variety of television media including video-on-demand and high definition television.  Significant investors in Crown Media Holdings include: Hallmark Entertainment Holdings, Inc., a subsidiary of Hallmark Cards, Incorporated, Liberty Media Corp., and J.P. Morgan Partners (BHCA), LP, each through their investments in Hallmark Entertainment Investments Co.; VISN Management Corp., a for-profit subsidiary of the National Interfaith Cable Coalition; and Hughes Electronics Corporation.

 

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Forward-looking Statements

Statements contained in this press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act 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: completion of sale of the international operations and film rights; competition for distribution of channels, viewers, 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-Q Report for the six months ended June 30, 2004.  Crown Media Holdings is not undertaking any obligation to release publicly any updates to any forward looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

 

Use of Adjusted EBITDA

Crown Media evaluates operating performance based on several factors, including Adjusted EBITDA. Our measure of Adjusted EBITDA differs from the normal definition of EBITDA (earnings before interest, taxes, depreciation and amortization) used by most companies. We defined Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, subscriber acquisition fee amortization and amortization of film assets. We believe Adjusted EBITDA is meaningful because it provides investors a means to evaluate the operating performance of our company on an ongoing basis using criteria that are used by other companies in our industry and investment bankers and analysts who track our industry. We believe that Adjusted EBITDA is a meaningful measure because it represents a transparent view of our recurring operating performance and allows our management and investors to readily view operating trends, perform analytical comparisons and benchmark our company to similar companies in our industry. Adjusted EBITDA is used by our management to monitor segment operations and to determine the allocation of resources to segments. Our credit facility also contains covenants that are based on an adjusted EBITDA measure. Consequently, management views Adjusted EBITDA as a critical measure of our operating performance to meet our debt covenants and monitors this measure closely. We disclose Adjusted EBITDA so that our investors can have some of the same information available to our management to evaluate their investment in our Company. We believe that Adjusted EBITDA provides an indication of the Company’s ability to generate cash flows from operating activities since the majority of our non-cash expenses are excluded from our calculation of Adjusted EBITDA. A significant portion of the Company’s cost structure relates to the amortization of film assets and subscriber acquisition costs, which are significant non-cash charges. The cash costs of acquiring film assets and adding subscribers are essentially discretionary expenditures. The adjusted EBITDA calculation allows the Company to assess how much is available to pay debt service and gives a further indication of how much remains to fund discretionary expenditures such as the acquisition of film assets or additional subscriber base. However, Adjusted EBITDA should be considered in addition to, not as a substitute for, historical operating income or loss, net loss, cash flow from operations and other measures of financial performance reported in accordance with accounting principles generally accepted in the United States.

 

Adjusted EBITDA differs significantly from cash flows from operating activities reflected in the consolidated statement of cash flows. Cash flow from operating activities is net of interest

 

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and taxes paid and is a more comprehensive determination of periodic income on a cash basis, exclusive of non-cash items of income and expenses such as depreciation and amortization. In contrast, Adjusted EBITDA is derived from accrual basis income and is not reduced for cash invested in working capital. Consequently, Adjusted EBITDA is not affected by the timing of receivable collections or when accrued expenses are paid. We are not aware of any uniform standards for determining EBITDA or our Adjusted EBITDA and believe presentations of EBITDA may not be calculated consistently by different entities in the same or similar businesses.

 

For additional information, please contact:

Mindy Tucker

IR Focus

914.725.8128

mindy@irfocusllc.com

 

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Crown Media Holdings, Inc.

Selected Third Quarter Unaudited Financial Information

($ in thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Subscriber fees

 

$

20,038

 

$

17,543

 

$

60,190

 

$

51,433

 

Advertising

 

29,775

 

20,468

 

90,483

 

65,798

 

Advertising by Hallmark Cards

 

256

 

347

 

1,050

 

1,047

 

Film asset license fees

 

5,534

 

12,606

 

17,968

 

20,010

 

Other revenue

 

171

 

22

 

256

 

79

 

Total revenue

 

55,774

 

50,986

 

169,947

 

138,367

 

Cost of services:

 

 

 

 

 

 

 

 

 

Affiliate programming

 

12,125

 

10,010

 

33,958

 

28,734

 

Non-affiliate programming

 

20,621

 

19,717

 

59,651

 

48,510

 

Amortization of film assets

 

8,941

 

11,371

 

24,407

 

24,957

 

Impairment of film assets

 

57,931

 

 

57,931

 

 

Subscriber acquisition fee amortization

 

7,010

 

6,468

 

19,042

 

19,074

 

Depreciation and amortization

 

1,182

 

1,185

 

3,548

 

3,556

 

Operating costs

 

11,277

 

11,736

 

31,140

 

33,819

 

Total cost of services

 

119,087

 

60,487

 

229,677

 

158,650

 

Selling, general & administrative expenses

 

19,679

 

17,743

 

54,288

 

44,193

 

Marketing expense

 

2,899

 

3,474

 

16,859

 

17,645

 

Reorganization credit

 

 

 

(279

)

 

Depreciation and amortization

 

2,167

 

2,548

 

6,897

 

7,619

 

Loss from operations

 

(88,058

)

(33,266

)

(137,495

)

(89,740

)

Loss on early extinguishment of debt

 

 

(39,812

)

 

(39,812

)

Guaranteed preferred beneficial interest accretion

 

 

 

 

(23,218

)

Interest expense and other, net

 

(16,801

)

(15,374

)

(48,483

)

(30,230

)

Loss before income taxes

 

(104,859

)

(88,452

)

(185,978

)

(183,000

)

Income tax provision

 

(904

)

(593

)

(1,848

)

(2,132

)

Loss before cumulative effect of a change in accounting principle

 

(105,763

)

(89,045

)

(187,826

)

(185,132

)

Cumulative effect of change in accounting principle

 

 

16,328

 

 

16,328

 

Net loss

 

$

(105,763

)

$

(72,717

)

$

(187,826

)

$

(168,804

)

Net loss per share

 

$

(1.01

)

$

(0.70

)

$

(1.80

)

$

(1.62

)

Weighted average shares outstanding

 

104,533

 

104,473

 

104,533

 

104,468

 

 

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Crown Media Holdings, Inc.

Unaudited Consolidated Balance Sheet Data

(In thousands)

 

 

 

As of September 30, 2004

 

As of December 31, 2003

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,569

 

$

4,306

 

Accounts receivable, less allowance for doubtful accounts of $6,703 and $5,845, respectively

 

57,045

 

57,905

 

Program license fees - affiliates, net

 

31,961

 

27,127

 

Program license fees - non-affiliates, net

 

70,617

 

65,571

 

Subtitling and dubbing, net

 

2,611

 

2,827

 

Receivable from affiliate

 

14,087

 

12,083

 

Prepaids and other assets

 

15,528

 

15,143

 

Total current assets

 

199,418

 

184,962

 

Accounts receivable

 

8,653

 

5,891

 

Program license fees - affiliates, net of current portion

 

42,645

 

47,748

 

Program license fees - non-affiliates, net of current portion

 

94,522

 

106,047

 

Subtitling and dubbing, net of current portion

 

1,461

 

2,020

 

Film assets, net

 

672,073

 

750,737

 

Subscriber acquisition fees, net

 

108,972

 

113,196

 

Property and equipment, net

 

22,574

 

29,235

 

Goodwill

 

314,033

 

314,033

 

Debt issuance costs, net

 

5,268

 

6,478

 

Prepaids and other assets, net of current portion

 

1,172

 

1,363

 

Total assets

 

$

1,470,791

 

$

1,561,710

 

 

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As of September 30,
2004

 

As of December 31,
2003

 

 

 

(unaudited)

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

34,402

 

$

34,417

 

Subscriber acquisition fees payable

 

17,987

 

9,119

 

License fees payable to affiliates

 

106,872

 

30,671

 

License fees payable to non-affiliates

 

76,486

 

87,720

 

Payables to affiliates

 

12,465

 

7,827

 

Payable to Hallmark Entertainment Holdings, Inc.

 

52,052

 

 

Payable to Hallmark Entertainment, Inc.

 

47,948

 

 

Interest payable to HC Crown

 

5,105

 

2,655

 

Credit facility and interest payable

 

310,548

 

510

 

Capital lease obligation

 

1,661

 

1,559

 

Deferred revenue

 

2,488

 

2,163

 

Total current liabilities

 

668,014

 

176,641

 

Accrued liabilities, net of current portion

 

20,796

 

18,906

 

Subscriber acquisition fees payable, net of current portion

 

915

 

1,500

 

License fees payable to affiliates, net of current portion

 

2,764

 

60,229

 

License fees payable to non-affiliates, net of current portion

 

71,029

 

82,090

 

Line of credit payable to HC Crown

 

75,000

 

75,000

 

Payable to Hallmark Entertainment Holdings, Inc.

 

 

52,052

 

Payable to Hallmark Entertainment, Inc.

 

 

47,948

 

Senior unsecured note to HC Crown, including accrued interest

 

449,603

 

417,083

 

Credit facility, net of current portion

 

 

300,000

 

Capital lease obligation, net of current portion

 

6,472

 

7,731

 

Company obligated mandatorily redeemable preferred interest

 

10,802

 

9,079

 

Total liabilities

 

1,305,395

 

1,248,259

 

Commitments and contingencies

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Class A common stock, $.01 par value; 200,000,000 shares authorized; 73,863,037 shares issued and outstanding as of December 31, 2003 and September 30, 2004

 

739

 

739

 

Class B common stock, $.01 par value; 120,000,000 shares authorized; 30,670,422 shares issued and outstanding as of December 31, 2003 and September 30, 2004

 

307

 

307

 

Paid-in capital

 

1,348,345

 

1,308,880

 

Accumulated other comprehensive income

 

2,319

 

2,013

 

Accumulated deficit

 

(1,186,314

)

(998,488

)

Total stockholders’ equity

 

165,396

 

313,451

 

Total liabilities and stockholders’ equity

 

$

1,470,791

 

$

1,561,710

 

 

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Crown Media Holdings, Inc.

Selected Third Quarter Unaudited Financial Information

($ in thousands)

 

 

 

Three Months Ended September
30,

 

Nine Months Ended September
30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(105,763

)

$

(72,717

)

$

(187,826

)

$

(168,804

)

Amortization of film assets

 

8,941

 

11,371

 

24,407

 

24,957

 

Subscriber acquisition fee amortization expense

 

9,843

 

8,460

 

27,324

 

23,968

 

Depreciation and amortization

 

3,349

 

3,733

 

10,445

 

11,175

 

Guaranteed preferred

 

 

 

 

 

 

 

 

 

beneficial interest expense

 

 

 

 

23,218

 

Interest expense and accretion

 

16,801

 

15,374

 

48,483

 

30,230

 

Income tax provision

 

904

 

593

 

1,848

 

2,132

 

Adjusted earnings before interest, taxes, depreciation and amortization

 

$

(65,925

)

$

(33,186

)

$

(75,319

)

$

(53,124

)

 

 

 

 

 

 

 

 

 

 

Loss on early extinguishment of debt

 

 

39,812

 

 

39,812

 

Cumulative effect of change in accounting principle

 

 

(16,328

)

 

(16,328

)

Loss on impairment of film assets

 

57,931

 

 

57,931

 

 

Restricted stock unit and stock-based compensation

 

2,511

 

3,044

 

8,319

 

3,367

 

Programming, subtitling and dubbing amortization

 

34,045

 

29,505

 

97,497

 

77,764

 

Provision for allowance for doubtful account

 

82

 

980

 

71

 

2,546

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Additions to program license fees

 

(45,467

)

(112,016

)

(90,147

)

(177,829

)

Additions to subscriber acquisition fees

 

(9,781

)

(807

)

(23,100

)

(2,031

)

Decrease in subscriber acquisition fees payable

 

(18,707

)

(9,231

)

(8,911

)

(32,255

)

Interest paid

 

(3,710

)

(4,906

)

(10,453

)

(15,022

)

Income taxes paid

 

(904

)

(593

)

(1,848

)

(2,132

)

Changes in other operating assets and liabilities, net of adjustments above

 

32,503

 

72,544

 

1,864

 

70,603

 

Net cash used in operating activities

 

$

(17,422

)

$

(31,182

)

$

(44,096

)

$

(104,629

)

 

10



 

 

 

Three Months Ended September
30,

 

Nine Months Ended September
30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(17,422

)

$

(31,182

)

$

(44,096

)

$

(104,629

)

Net cash used in investing activities

 

32

 

(1,330

)

(1,034

)

(3,073

)

Net cash provided by financing activities

 

15,468

 

27,364

 

48,308

 

110,556

 

Effect of exchange rate changes on cash

 

(19

)

(15

)

85

 

(66

)

Net (decrease) increase in cash and cash equivalents

 

(1,941

)

(5,163

)

3,263

 

2,788

 

Cash equivalents, beginning of period

 

9,510

 

8,286

 

4,306

 

335

 

Cash equivalents, end of period

 

$

7,569

 

$

3,123

 

$

7,569

 

$

3,123

 

 

- # # # -

 

11