Archive for the ‘SEC Filings’ Category

Broadcast Vendor M&A: ChyronHego to be Taken Private by Vector Capital in $114 Million Deal

Analysis, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Nov 17 2014

Broadcast graphics specialist ChyronHego announced that it has entered into a definitive agreement with Vector Capital, under which an affiliate of Vector will acquire all of the outstanding shares of ChyronHego common stock for $2.82 per share in cash.

San Francisco-based Vector Capital is a private equity firm with experience in the digital media sector. Recent portfolio investments include Corel and Technicolor. To fund the ChyronHego deal, Vector has secured committed financing consisting of a combination of equity and debt.

This is the second recent take-private transaction of a broadcast graphics provider. Earlier this month. Vizrt announced that it will be taken private by Nordic Capital in a $374m all-cash deal.

The $2.82 per share purchase price represents a premium of approximately 18% over the company’s average closing share price for the six months ending on November 14, 2014, and a 4% premium over the company’s closing share price on November 14, 2014, the last day of trading before the announcement.

Based on the total number of shares outstanding in ChyronHego, the deal equates to an equity value of approximately $114m. After backing out the cash on the company’s most recently published financial statements, this represents an enterprise value of approximately $108m.  On a valuation multiple basis, this is approximately 1.8x trailing 12 month’s revenue.

According to a shareholder FAQ, ChyronHego’s management team will stay the same after the transaction closes. Johan Apel will continue as CEO, and Soren Kjellin will continue as CTO.

The contractual details of the ChyronHego – Vector Capital agreement are complex and worth a longer discussion. We are preparing an analysis of the deal, and we will post this later this week.

A very brief synopsis of certain deal points follow:

  • Technically, the deal is a merger rather than an acquisition. ChyronHego is being merged into an entity controlled by Vector Capital, in order to create a new corporate entity, which will also be owned and controlled by Vector Capital.

 

  • All major shareholders on the ChyronHego management team have agreed to re-invest approximately 50% of their holdings in ChyronHego into the new corporate entity, for which they will receive approximately 31% of the equity in the new entity

 

  • Interestingly the merger agreement includes a “go shop” provision whereby ChyronHego has seven weeks to find a buyer who will offer a higher price than Vector Capital’s offer of $2.82 per share. Given Vizrt’s valuation in the Nordic Capital deal, and the fact that shares of ChyronHego have traded above $3.00 several times during the past year, it is possible that ChyronHego will be able to find a better offer. However, the “go shop” provision includes termination fees that will triggered under specified circumstances such as the acceptance of a superior offer. The company says it does not intend to disclose developments with respect to the solicitation process unless and until a decision has been made in respect to any potential superior proposal. 

 

The transaction is subject to customary closing conditions and most notably the approval by holders of two-thirds of ChyronHego’s outstanding shares and the approval by holders of a majority of shares held by current ChyronHego’s stockholders who will not become stockholders in the going-forward entity.  The Company expects the transaction to close in the first quarter of fiscal 2015.

The company said that its  board of directors and a special committee of the board composed entirely of independent directors have unanimously approved the deal, and have recommend that ChyronHego’s stockholders approve the transaction

“We are very happy to announce this partnership with Vector Capital, an established global technology oriented private equity firm that is focused on building long-term value. Our management is convinced that this is the right opportunity at the right time for ChyronHego’s customers, employees and stockholders,” said Apel.

In the third quarter of 2014, ChyronHego posted a net loss of $2.6m on revenue of $14. During the first nine months of 2014, ChryronHego posted a net loss of $2.8m on revenue of $43.3m.

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Related Content:

ChyronHego Investor FAQ and Introduction to Vector Capital

Agreement and Plan of Merger: ChyronHego Corporation, Vector CH Holdings (Cayman), L.P., And CH Merger Sub, Inc.

ChyronHego SEC Filing: Entry into a Material Definitive Agreement with Vector Capital

ChyronHego One Year Stock Price Chart

Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Avid Releases First Financial Results in Nearly Two Years, Revenue Down 11.4 Percent in 2013

Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Sep 12 2014

Avid released financial results for the first time in nearly two years, following a protracted audit of it historic accounting treatment of software upgrades, dating back to 2009, which were made available to certain of its customers at no-charge.

The company has now completed the audit, and released financial results for both 2012 and 2013.  Avid has also released re-stated results for 2009-2011, which reflect the results of the audit.

For the full year 2013, Avid’s revenue was $563.4m, down 11.4% versus the previous year.

GAAP net income for the full year 2013 was $21.2m, down sharply from $92.9m in 2012. Non-GAAP income from continuing operations was $57.2 million or $1.46 per share. The company attributed the decline in revenue and net income to the larger portion of revenue from periods prior to 2011 being amortized in 2012 as compared to 2013 due changes in accounting rules.

The results for 2012 and 2013 are shown below, along with re-stated results from 2009-2011.

 

Avid restated earnings

 

“As a result of our restatement and in accordance with GAAP, revenue that had originally been recognized in earlier periods is now being recognized ratably over an extended timeframe,” said Avid EVP and CFO John Frederick. “The amount of revenue earned or to be earned over the entire period of recognition essentially remains unchanged from the amount we historically recognized. There was no change to the cash characteristics of the transactions being restated nor to the Company’s liquidity directly relating to these transactions. As a result of the restatement, the balance sheet reflects a significant increase in deferred revenue, which will be recognized in revenue over a number of years and will provide significant visibility into our future revenues. The revenue recognized from deferred revenue originating in periods prior to 2011 will continue in declining amounts through 2016, creating downward pressure on revenue growth until 2017.”

“We have worked diligently for well over a year on the restatement and are delighted to have completed the process,” said Louis Hernandez, Jr., president and CEO of Avid. “Throughout this period, we have put a premium on maintaining our focus on continued innovation for our customers and reasserting our commitment to being a strategic leader for the media industry with our Avid Everywhere vision. I’m encouraged by the progress we’ve made in executing against our three phase transformational strategy, and specifically with the growth in bookings over the past few quarters. Now that we have completed the restatement process, we are excited to continue our work on the transformation and feel the momentum building.”

Following the filing of Avid’s first quarter 2014 financial report, Avid plans to apply for relisting on the NASDAQ stock exchange, and hopes to be relisted on the NASDAQ stock exchange sometime after becoming current with its SEC reporting obligations. In the interim, Avid stock will continue to trade on OTC Markets — OTC Pink Tier under the trading symbol AVID.

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Related Content:

Avid 2013 10-K Filing

Avid Nears Completion of Accounting Audit, Says Normal Financial Reporting Cycle to Resume in Q3 2014

Avid to be Delisted from NASDAQ on February 25, 2014

Avid Receives Anticipated NASDAQ Delist Letter

New Avid Rights Agreement Will Cause “Substantial Dilution” to Potential Acquirers

Avid Unlikely to Regain Compliance with NASDAQ Listing Requirements by March 2014 Deadline

Avid Technology and Computershare Trust Company as Rights Agent, Rights Agreement Dated as of January 6, 2014

Avid Receives Additional Notice of Potential NASDAQ Delisting

Avid Delays Filing of Q2 2013 Financial Results and Form 10-Q

New Avid Bonus Plan Contemplates “Reorganization Event”

Avid Says its 2009 – 2011 Financial Statements No Longer Reliable

Avid Delays Release of Q4 and Full Year 2012 Results, Shares Fall

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Avid Nears Completion of Accounting Audit, Says Normal Financial Reporting Cycle to Resume in Q3 2014

Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Aug 13 2014

Avid, which since February 2013 has been conducting an internal investigation into its current and historical accounting treatment related to software updates, said in a regulatory filing that in approximately four weeks, it expects to have completed its accounting audit and filed its annual report (Form 10-K) for the fiscal year ended December 31, 2013.

Because of its 18 month-long internal accounting audit, the company has not been able to file financial results with securities regulators since the third quarter of 2012.

This delay ultimately resulted in Avid’s stock being delisted from The NASDAQ Stock Market on February 25, 2014.

But with today’s announcement, it appears that the audit is nearly completed.

Avid now says that its 2013 Form 10-K will include results for the fiscal year ended December 31, 2012 and restated results for the fiscal year ended December 31, 2011. The company said it also intends to file its Form 10-Q for each of the three-month periods ended March 31, June 30 and September 30, 2013 concurrently with the 2013 Form 10-K filing.

The company will then file its Form 10-Q for the period ended March 31, 2014 approximately one week after filing the 2013 Form 10-K and file Form 10-Q for the period ended June 30, 2014 approximately 40 days later.

Avid then expects to be back to a normal reporting cycle beginning with the reporting of results for the third quarter of 2014.

When the Avid does report its financials, it will bring an end to a process that began in February 2013 when the company announced that it would delay the announcement of its Q4 and full year 2012 results in order “to provide additional time for the company to evaluate its current and historical accounting treatment related to bug fixes, upgrades and enhancements to certain products which the company has provided to certain customers.”

That news came just two weeks after Avid named Louis Hernandez, Jr. to replace Gary Greenfield as the company’s president and CEO.

In May of 2013, Avid said that, as a result of its internal review, the company had determined that its financial statements from 2009 – 2011 are no longer reliable, and must be restated “because of errors in the application of US GAAP.”

At issue is the historic accounting treatment the company applied for certain software upgrades, dating back to 2009, which were made available to certain of its customers at no-charge. Avid management said in August 2013 that it has now determined that these upgrades should have been accounted for as “implied post-contract customer support” under US GAAP accounting rules.

The problem is that Avid has had a lot of transactions since 2009, and each one must be reviewed.

In January 2014, the company said it had made significant progress toward completion of the restatement, including evaluating transactions over an eight-and-a-half year period, encompassing a review of approximately 5 million transaction lines and 700 software releases.

Not only is this a time-consuming process, it’s also expensive. In January 2014, Avid said its cash expenditures in 2014 related to the ongoing accounting evaluation through completion of the evaluation will amount to approximately $25m to $34m.

On June 30, 2014 Avid’s cash and debt balances were $23m and $5m respectively, $48m no debt at on December 31, 2013.

Avid says it expects remaining payments related to the restatement as of July 1, 2014 to amount to approximately $12m to $14m.

Despite its well-publicized financial woes over the past few years, our market research during this same period shows that Avid continues to enjoy a strong brand reputation and customer loyalty, particularly among broadcasters and large media companies.

It’s also interesting to note that, while it may be a coincidence, the timing of Avid planned release of its historic financials more or less exactly coincides with the AvidConnect Europe event, and the 2014 IBC trade show in Amsterdam.

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Related Content:

Press Release: Avid Announces Timeline for Restatement

Avid to be Delisted from NASDAQ on February 25, 2014

Avid Receives Anticipated NASDAQ Delist Letter

New Avid Rights Agreement Will Cause “Substantial Dilution” to Potential Acquirers

Avid Unlikely to Regain Compliance with NASDAQ Listing Requirements by March 2014 Deadline

Avid Technology and Computershare Trust Company as Rights Agent, Rights Agreement Dated as of January 6, 2014

Avid Receives Additional Notice of Potential NASDAQ Delisting

Avid Delays Filing of Q2 2013 Financial Results and Form 10-Q

New Avid Bonus Plan Contemplates “Reorganization Event”

Avid Says its 2009 – 2011 Financial Statements No Longer Reliable

Avid Delays Release of Q4 and Full Year 2012 Results, Shares Fall

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: Dalet Acquires AmberFin

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Apr 06 2014

MAM and newsroom specialist Dalet Digital Media Systems has signed a definitive agreement to acquire ingest transcoding, and broadcast workflow specialist AmberFin.

Financial terms were not disclosed.

The seller was UK-based private equity firm Advent Venture Partners, which spun AmberFin out of Snell & Wilcox in 2009, and subsequently re-invested in the company in a 2010 funding round.

According to public records, for the fiscal year ended March 31, 2013 AmberFin posted a net loss before tax of £1.18m on revenue of £4.58m.

Once the deal closes, the combined company will have revenues in excess of $55m.

Datlet says the acquisition of AmberFin significantly broadens the company’s product offerings, and “affirms the company’s dominance in MAM and media workflow management by creating end-to-end solutions that include comprehensive MAM capabilities along with state-of-the art image processing, media transcoding and distribution.”

“This acquisition allows us to offer the industry the most advanced level of workflow options.” said Dalet CEO David Lasry. “AmberFin has been at the forefront in mastering media, including transcoding and video quality control. The company has spearheaded many widely adopted industry standards such as MXF and AS-02. Its talent and expertise directly complement Dalet’s strengths in enterprise MAM-driven solutions. By melding our resources and innovative technologies, we can enrich both the Dalet and AmberFin products to offer the most complete and forward-thinking solutions for content providers to optimize their human resources and media assets. From ingest through multiplatform delivery, operators in News, Sports and Programming will reap tremendous efficiencies and productivity by applying our combined technologies.”

“I am extremely proud of the AmberFin team and its accomplishments. Our award-winning, cutting-edge products are used by prominent broadcasters, content owners and post-production houses around the globe,” comments Jeremy Deaner, CEO of AmberFin. “It’s very gratifying to know that by joining with Dalet, we can together leverage our best-in-class technologies to deliver an outstanding array of solutions that will meet the challenges of the constantly changing digital media landscape.”

 

Transcoding Consolidation Continues

Dalet’s acquisition is the latest in a series of deals and product announcements in the transcoding space.  As broadcasters and media companies scramble to deploy multi-screen services, transcoding is seen by many as a key technology.  As a result, transcoding has also attracted its fair share of financing and M&A activity.  Here’s a quick run-down of some of the recent transcoding deals and related-financial news:

 

 

  • In January 2013, Amazon unveiled its “Amazon Elastic Transcoder.” Based on the company’s Amazon Web Services (AWS) cloud computing platform, the Elastic Transcoder the service provides “a highly scalable, easy to use and a cost effective way for developers and businesses to transcode video files from their source format into versions that will playback on devices like smartphones, tablets and PCs.”

 

  • In August 2012 Brightcove bought Zencoder, a 2-year old start-up with $2m in revenue for $30m, and subsequently launched a cloud based transcoding service at IBC 2012

 

 

 

 

 

 

 

 

 

  • RGB Networks bought transcoding vendor Ripcode in 2010

 

 

 

Related Content:

 

Press Release: Dalet Acquires AmberFin – Purchase Strengthens Dalet’s Leadership in MAM

AmberFin Closes Funding Round — Fourth Transcoding-Related Transaction in Past Few Months

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Arista Networks Files for $200 Million IPO

broadcast industry technology trends, broadcast industry trends, Broadcast technology vendor financials, SEC Filings | Posted by Joe Zaller
Apr 02 2014

IP switching vendor Arista Network has filed for an IPO and plans to raise as much as $200m.

The company has garnered a great deal of attention from leading broadcast technologists because one of its products enables frame-accurate switching of uncompressed HD-SDI video over IP (SMPTE 2022-6).

Arista, whose core customers are high-speed financial traders and cloud computing firms, had revenue of $361.2m in 2013, up 87% versus the previous year, and its net income doubled to $42.5m.

Based on these results, it’s clear that the company is aiming for data center and financial clients rather than the much smaller broadcast routing switcher market.

Nevertheless, Arista has made friends in high places in the broadcast world.

At the annual SMPTE technical conference in October 2013, Artista founder Andy Bechtolsheim co-presented a paper with Thomas Edwards, VP of Engineering & Development at FOX NE&O called “Video Processing in an FPGA-enabled Ethernet Switch,” which described how Fox has tested Arista’s product in its lab.  Although Bechtolsheim was careful to note that the demonstration was a proof-of-concept rather than a product, Edwards said that Arista products showed great promise, by performing extremely well and not dropping a single packet.

At the time of the 2013 SMPTE conference, Edwards said “FOX NE&O believes that professional media networking is the future of the broadcast plant, including the networked transport of our uncompressed high-definition live video streams. We believe that converging our video streams onto the Ethernet infrastructure will provide enhanced agility and flexibility to our business, and also it may potentially bring savings by allowing us to purchase more COTS hardware and thus benefit from economies of scale. The broadcast industry is at a very early point in this technological transition, so FOX NE&O greatly values Arista Networks’ contribution to this proof-of-concept to help test out some of the basic video processing requirements of professional media networks.”

Fox is not the only proponent of moving towards a truly IP-based infrastructure, governed by software defined networking (SDN). Indeed this shift may be one of the biggest technology trends over the next 5+ years, and bring major changes to the industry as a result.

Last month Eric Wolf, VP Technology Strategy at PBS told the audience at the HPA Technology Retreat that his company’s new disaster recovery center that’s based completely on virtualized IT systems, along with “little bits” of traditional broadcast gear.  Although this new facility is not yet based on SDN or cloud enabled, it’s the first step on the path.  DR is a great test facility so it’s a positive step along the way, “but as we look at our next big playout system, the big question on the table is whether we can go all IP for all the routing in the plant and the suspicion is that we can.”

Speaking at the same event, Fox NE&O EVP and GM Richard Friedel said IP is “well along the way towards becoming real. We do have IP-based routers in our plant today, and IP technology is just going to proliferate.  If you walk into any of our equipment rooms at the moment, there is almost no classic broadcast vendor anymore. Instead you’ll see rows of Hewlett Packard, IBM, and Cisco. We’re really in an all-IP world now. We’ve got huge virtualization farms already and this is coming. In five years no one will build a plant of our size that’s not based on IP concepts.”

But it’s not just IT companies who are pushing software defined networking.  Traditional broadcast vendors are also embracing SDN and applying it to the broadcast infrastructure.

Last week Imagine Communications (formerly Harris Broadcast) introduced MultiService SDN, which the company says is “a SDN framework that creates a fully virtualized network fabric for deploying advanced services, and enables the video bit flow to be software-mapped, simplifying the network architecture of media companies operating in hybrid environments with both baseband and IP workflows.”

Another notable example of this trend include a Silicon Valley start-up called SDVI, led by Omneon co-founder Larry Kaplan, who said last year that the focus of his new company is to bring SDN technology to the broadcast industry.

Belgium-based SDNsquare, whose CEO and co-founder, Lieven Vermale, is the former Director of Technology and Innovation at the European Broadcasting Union, is another start-up operating in this area.

One important group in the transition to IP-based broadcasting is the EBU-SMPTE-VSF Task Force on Networked Media (JT-NM), a cross-industry group of broadcasters and technology vendors working to define the future of the all-IP broadcast facility. You can download December 2013 JT-NM whitepaper here.

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Related Content:

Arista Networks S1 (IPO) Filing — March 31 2014

Press Release: Imagine Communications Introduces Software-Defined Networking and Workflows

EBU/SMPTE/VSF Joint Task Force on Networked Media (JT-NM) Gap Analysis Report, December 2013

VSF, EBU, and SMPTE Create Joint Task Force to Define Future of Networked Media for Professional Applications

Press Release: Arista Networks and Fox NE&O Debut Network Integrated IP-Video Processing Proof of Concept

Software Defined Networking – Coming Soon to a Broadcaster Near You?

VSF, EBU, and SMPTE Create Joint Task Force to Define Future of Networked Media for Professional Applications

TVTechnology Article: Larry Kaplan, Omneon Co-founder Launches Media Software Company

SDNsquare

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Broadcast Vendor M&A: Rovi Sells DivX and MainConcept to Parallax Capital and StepStone Group for $75 Million

Broadcast Vendor M&A, SEC Filings | Posted by Joe Zaller
Apr 01 2014

Rovi has sold its DivX and MainConcept businesses to Parallax Capital Partners and StepStone Group in a cash and stock deal valued at up to $75m

Under the terms of the deal, Rovi will receive an initial payment of $52.5m, and may receive up to three earnout payments over the next three years that could add another $22.5m to the transaction price. Any earnout payments will be based on the achievement of upon certain milestones agreed by the parties in the transaction.

Rovi had previously its intention to sell the DivX and MainConcept before the end of the second quarter of 2014 as part of a strategic effort to focus on growth opportunities related to its core entertainment discovery technologies and services.

“The sale of DivX was the last of a number of significant steps we’ve taken over the past year to realign the organization for sustainable, long-term growth and I’m pleased we met our commitment to complete this transaction, and did so ahead of schedule,” said Thomas Carson, President and CEO, Rovi Corporation.

The sale price represents a significant drop in value for DivX, which was acquired by Sonic Solutions in June 2010 for $323m.  Less than six months later, Rovi acquired Sonic Solutions for $720m.  At that time, Rovi said the combination of Rovi and Sonic “will be able to power the next generation of digital entertainment offerings with content discovery, delivery, and enhanced interactivity capabilities that support advertising and drive consumer engagement.”

The transaction is expected to close by April 1, 2014.

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Related Content:

DivX Purchase Agreement

Press Release: Rovi Announces Sale of DivX and MainConcept Businesses

Press Release: Parallax Capital Partners and StepStone Group to Acquire DivX

Rovi to buy Sonic for $720 million

Sonic Solutions to buy DivX in $323M bid to become digital media leader

Sonic Solutions Integrates Newly Acquired MainConcept, Forms New Pro Technology Division

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Avid to be Delisted from NASDAQ on February 25, 2014

Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Feb 24 2014

Avid said in a regulatory filing that, as expected, the company has received a notification letter from NASDAQ indicating that the NASDAQ Listing Qualifications Hearings Panel has determined to delist Avid’s shares from The NASDAQ Stock Market.

This follows on from the company’s announcement in January 2014 that it was unlikely to regain compliance with its SEC filing requirements for continued listing of its common stock on the NASDAQ Stock Market by the previously reported March 14, 2014 deadline set by the NASDAQ Hearings Panel.

As a result, Avid will cease trading on the NASDAQ effective at the open of business on Tuesday, February 25, 2014.

It should be noted that Avid’s delisting by NASDAQ has nothing to do with the company’s current performance.

At issue is the historic accounting treatment the company applied for certain software upgrades, dating back to 2009, which were made available to certain of its customers at no-charge. Avid management said in August 2013 that it has now determined that these upgrades should have been accounted for as “implied post-contract customer support” under US GAAP accounting rules.

Because of this, the company has not filed financial results, made required regulatory filings (e.g. annual 10-K report), or held an annual meeting of shareholders, as required by the listing rules of the NASDAQ market.

To rectify this situation, Avid has, since February 2013, been conducting an internal forensic investigation into the way it historically accounted for these updates. Last year, the company said that, as a result of this review, it had determined that its financial statements from 2009 – 2011 are no longer reliable, and must be restated “because of errors in the application of US GAAP.”

The problem is that Avid has had a lot of transactions over the years, and each one must be reviewed. Last month, the company said it had made significant progress toward completion of the restatement, including evaluating transactions over an eight-and-a-half year period, encompassing a review of approximately 5 million transaction lines and 700 software releases.

Not only is this a time-consuming process, it’s also expensive. Last month, Avid said its cash expenditures in 2014 related to the ongoing accounting evaluation through completion of the evaluation will amount to approximately $25 million to $34 million.

When this process has been completed, Avid will restate its financial results the fiscal years ended December 31, 2011, 2010 and 2009 and for the quarterly periods ended March 31, 2012 and 2011, June 30, 2012 and 2011, and September 30, 2012 and 2011.

Avid says it intends to complete the restatement and regain compliance with its SEC filing requirements as soon as practical, and is targeting is “targeting mid 2014 for completion of the restatement.”

The company said that as soon as its accounting investigation has been completed and the restatement of its financials has been completed, that intends to “apply for prompt relisting on the NASDAQ Stock Market as early as possible after regaining compliance with the listing requirements.”

In the meanwhile, following its suspension from NASDAQ on February 25, 2014, Avid’s common stock will begin trading on the OTC Markets – OTC Pink Tier under the trading symbol AVID.

Last month, Avid appointed Deloitte & Touche LLP as its new auditor firm to succeed Ernst & Young LLP. According to the company “the decision to change auditors was not the result of any disagreement between the Company and Ernst & Young LLP on any matter of accounting principle or practice, financial statement disclosures, or auditing scope or procedure.”

Avid’s cash balance on December 31, 2013 was approximately $48 million and it had no debt or draw on the available line of credit with Wells Fargo.

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Related Content:

Avid Receives Anticipated NASDAQ Delist Letter

New Avid Rights Agreement Will Cause “Substantial Dilution” to Potential Acquirers

Avid Unlikely to Regain Compliance with NASDAQ Listing Requirements by March 2014 Deadline

Avid Technology and Computershare Trust Company as Rights Agent, Rights Agreement Dated as of January 6, 2014

Avid Receives Additional Notice of Potential NASDAQ Delisting

Avid Delays Filing of Q2 2013 Financial Results and Form 10-Q

New Avid Bonus Plan Contemplates “Reorganization Event”

Avid Says its 2009 – 2011 Financial Statements No Longer Reliable

Avid Delays Release of Q4 and Full Year 2012 Results, Shares Fall

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Avid Receives Additional Notice of Potential NASDAQ Delisting

Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Aug 19 2013

Avid announced that it has received an additional notification from the NASDAQ Listing Qualifications Department that the company remains non-compliant with NASDAQ Listing Rule 5250(c)(1) due to the delay in filing its Form 10-Q for the quarter ended June 30, 2013.

Failure to regain compliance with Listing Rule 5250(c)(1) could serve as a basis for the delisting of the Avid’s stock from the NASDAQ Global Select Market.

Avid said it anticipated the receipt of the letter, and that the notification has no immediate effect on the listing of Avid’s common stock on the NASDAQ Global Select Market.

The NASDAQ notification requires Avid to submit an update to its original plan to regain compliance with NASDAQ’s filing requirements for continued listing by August 21, 2013.

Avid says it intends to submit such an update to its original plan by the required date.

If NASDAQ accepts Avid’s plan, the company could be given until September 16, 2013, to regain compliance.

If NASDAQ does not accept Avid’s plan, Avid will have the opportunity to appeal that decision to a NASDAQ Hearings Panel.

The latest notification stems from Avid’s previously announced internal audit of the way it historically accounted for certain software upgrades delivered to certain customers.  When this process has been completed, Avid will restate its financial results the fiscal years ended December 31, 2011, 2010 and 2009 and for the quarterly periods ended March 31, 2012 and 2011, June 30, 2012 and 2011, and September 30, 2012 and 2011

As a result of the ongoing audit, Avid is currently unable to file its annual report on Form 10-K for the year ended December 31, 2012 and quarterly reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013.

Avid says it is working diligently to complete the accounting evaluation, the restatements and the filings as soon as possible.

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Related Content:

Avid 8-K Filing: Receipt of Anticipated NASDAQ Letter

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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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ChyronHego Avoids NASDAQ Delisting as Shareholder Equity Rises After Merger

Broadcast technology vendor financials, Broadcast Vendor M&A, Quarterly Results, SEC Filings | Posted by Joe Zaller
Aug 13 2013

ChyronHego, said in a regulatory filing that the company believes that it has regained compliance with NASDAQ Listing Rule 5450(b)(1)(A), which requires companies listed on the NASDAQ Global Market to maintain a minimum of $10,000,000 in stockholders’ equity.

On August 9, 2013, Chyron received a letter from NASDAQ stating that the Exchange has determined Chyron now complies with the continued listing requirement for shareholders’ equity, subject to the Chyron providing evidence of its compliance upon filing its quarterly report on Form 10-Q for the quarter ended June 30, 2013.

This notification formally puts to rest an issue that Chyron has been dealing with for the past six months.

In March 2013, Chyron received notice of potential delisting from NASDAQ because its stockholder’s equity has fallen below the minimum $10m threshold set by rules of the Exchange.

At that time, Chyron explained that its stockholder’s equity fell below the $10m threshold at the end of 2012 because it took a $19.5m accounting charge against deferred tax assets. Because this allowance reduced the company’s shareholders’ equity by $19.5m, Chyron company ended the year 2012 with shareholders’ equity of about $1.9m, which put it in violation of NASDAQ’s listing requirement.

In accordance with NASDAQ Listing Rules, Chyron had 45 calendar days from the date of the notice to submit to NASDAQ a plan to regain compliance with its listing requirement.

In April 2013 Chyron submitted to NASDAQ its plan to regain compliance with the minimum stockholders’ equity requirement. NASDAQ granted Chyron an extension to regain compliance with the stockholders’ equity requirement until August 15, 2013, by which date the company will be required to file its quarterly report on Form 10-Q for the quarter ended June 30, 2013.

A key factor in Chyron’s plan to regain compliance was the company’s then-proposed merger with Hego, which has now been successfully completed.

Under the terms of the Chyron – Hego Stock Purchase Agreement Chyron paid $1,000 in cash and issued 12,199,431 shares of its common stock to the former Hego stockholders in exchange for all of the issued and outstanding shares of Hego. The issuance of the 12,199,431 shares, at a value of $1.36 per share at the closing of the transaction, resulted in an increase in the Company’s shareholders’ equity of approximately $16.6m.

The company says that as a result of the Hego merger, and following the release of Chyron’s Q2 2013 results, its shareholders’ equity was approximately $17.9m June 30, 2013, comfortable above the minimum threshold set by NASDAQ.

Following the announcement of its Q2 2013 earnings, Chyron filed an 8-K with regulators that disclosing that it has received a letter NASDAQ  stating that once the company files its Form 10-Q for the period ended June 30, 2013, it will officially be compliant with all NASDAQ listing requirements.

In the same filing, Chyron published its management incentive compensation plan for the second half of 2013.  The company says that it terminated its previous 2013 incentive plan and adopted a new plan that include new executive officers and management and aligns the interests of all members of management, including certain members of management that became executive officers of the Company upon the consummation of the business combination with Hego during the second quarter of 2013.

On Chyron’s Q2 2013 earnings call, company CEO Michael Wellesley-Wesley briefly discussed the delisting, saying “As instructed by NASDAQ, we notified the SEC directly and, thus, the NASDAQ indirectly this morning via a current report on Form 8-K that was filed at the SEC before market opened of our compliance with NASDAQ’s minimum shareholders equity requirement and we now consider the matter closed.”

Wellesley-Wesley has long assured shareholders that the company would do whatever it takes to avoid delisting.

On the company’s Q1 2013 earnings call in May 2013 he said: “The bottom line is this – these shares are not going to be delisted. There are all kinds of ways that we can get back in compliance. We’ll make sure that we don’t get delisted.”

With this latest filing, it looks as though Wellesley-Wesley has made good on his promise to ChyronHego shareholders.

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Related Content:

Chyron 8-K Filing: Notice of Renewed Compliance with NASDAQ Listing Rule 5450(b)(1)(A)

Chyron 8-K Filing: Company believes it has regained compliance with NASDAQ’s shareholders’ equity requirement

ChyronHego Corporation: Second Half of 2013 Management Incentive Compensation Plan

Hego Merger Drives 39 Percent Revenue Increase for Chyron in Q2 2013

Chyron Q2 2013 Earnings Call Transcript

Chyron Revenue Up 2 Percent in Q1 2013, Gives Update on Merger, Layoffs, and Potential NASDAQ Delisting

Chyron Lays Off 20 Employees, Says it will Save $3 Million per Year

Chyron Receives Another Delisting Notice From NASDAQ

More Broadcast Vendor M&A: Chyron to Acquire Hego Group in All-Stock Deal

Chyron – Hego Stock Purchase Agreement

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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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Avid Delays Filing of Q2 2013 Financial Results and Form 10-Q

Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Aug 13 2013

Avid said that due to an ongoing internal audit of past treatment of software upgrades, it “is not able to complete and cannot file its quarterly report on Form 10-Q for the quarter ended June 30, 2013 by the prescribed due date or by August 14, 2013.” The disclosure was made in a regulatory filing with the SEC. The company has also delayed the filing of its Q2 2013 earnings.

The focus of Avid’s internal audit is the past accounting treatment of certain software upgrades that the company previously made available to certain of its customers at no-charge. Avid management has now determined that these upgrades should have been accounted for as “implied post-contract customer support” under US GAAP accounting rules.

As a result, Avid is currently in the process of restating its financial statements for the fiscal years ended December 31, 2011, 2010 and 2009 and for its quarterly periods ended September 30, 2012 and 2011, June 30, 2012 and 2011, and March 31, 2012 and 2011.

Because the work required to review and restate historical transactions has not yet been completed, the company says it is not in a position at this time to compare results of operations for the quarters ended June 30, 2012 and 2013 respectively, resulting in the delayed filing of its 10-Q for the second quarter of 2013.

It’s worth noting that the work being done by the company is an internal accounting review that focuses on the timing of revenue recognition, not the validity or overall amount of revenue received.

Avid says that although the restatement adjustments will impact previously reported revenue and operating results for prior periods, they are “not expected to affect the amount of total revenue ultimately to be earned, or the amount or timing of cash received or to be received, from the sales transactions or the company’s liquidity or cash flow for any prior period.”

After reviewing current and previous regulatory filings, it appears that the crux of the matter is that in past periods Avid recognized the revenue received for the software upgrades in question at the time the upgrade was performed, rather than over the “implied post-contract customer support period” specified in GAAP accounting rules.

Given the fact that Avid is presumably be going back over every single transaction for the three-year period from 2009 to 2011, this process is going to take some time.

Indeed, the audit has been ongoing for many months and has already resulted in the delayed filing of Avid’s Q4 2012 results, 2012 10-K filing, and Q1 2013 results.  In May 2013, the company received notice of potential delisting from the NASDAQ stock market for failure to submit its 10-K filing for 2012.

Avid has not disclosed the value of the software upgrades in question. It also says that at this time it “cannot estimate the full impact of the adjustments of revenue and costs, and the related impact on income taxes, on any previously issued financial statements for any individual reporting period, although it may be significant.”  Avid also said that “the timing of recognition of certain costs related to these customer arrangements may also be impacted, along with the timing of related income taxes.”

Avid has not disclosed how much it has spent on the ongoing audit. However, in July 2013, the company said in a filing that “expects that additional cash expenditures related to the ongoing accounting evaluation through the fiscal year ending December 31, 2013 will amount to approximately $11 million to $14 million.”  This includes up to $1.7 million for a potential Remediation Bonus that will be paid once the company has filed its 2012 Form 10-K with securities regulators.

During this process, Avid has made significant changes to its finance team during the past six months.  In July 2012 the company said that Karl Johnsen, the company’s chief accounting officer & controller has left the company. In April 2013 Avid announced that John Frederick, who joined the company in February 2013 as Chief of Staff became CFO, replacing Ken Sexton, who has been Avid’s CFO since 2008 under previous CEO Gary Greenfield. Prior to joining Avid, Frederick was the Corporate EVP and CFO at Open Solutions, where he served under current Avid CEO Louis Hernandez.

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Related Content:

Avid for NT 10-Q: Notice of Delayed Filing of Form 10-Q for the Period Ended June 30, 2013

New Avid Bonus Plan Contemplates “Reorganization Event”

Avid 8-K July 25 2013 — VP Finance Transition and Remediation Bonus

Avid 2013 Remediation Bonus Plan

Amended and Restated 2005 Stock Incentive Plan

Avid Replaces Chief Accounting Officer

Avid Replaces Chief Financial Officer

Avid Says its 2009 – 2011 Financial Statements No Longer Reliable

Avid Delays Release of Q4 and Full Year 2012 Results, Shares Fall

Avid Receives Notice of Potential Delisting From NASDAQ for Failure to Submit 10-K Filing

Greenfield Resigns from Avid Board of Directors

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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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