Posts Tagged ‘Nasdaq’

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

Broadcast technology vendor financials | Posted by Joe Zaller
Jan 09 2014

Avid Technology said it has entered into a Rites Agreement with Computershare Trust Company acting as Rights Agent. In connection with this, Avid will distribute a dividend of one Right for each outstanding share of its common stock to stockholders of record at the close of business on January 17, 2014.

Each Right entitles the registered holder to purchase from Avid a unit consisting of one ten-thousandth of a share “Series A Preferred Stock” at an exercise price of $40 per Unit, subject to adjustment.

The Rights will initially be attached to all common stock of the company, and will separate when any person or entity accumulates more than 15% of the Avid’s common stock. If/when this occurs, each holder of a Right will thereafter have the right to receive Avid common stock worth two times the exercise price of the Right.

For example, at an exercise price of $40 per Right, each Right not owned by an acquiring person (or by certain related parties) would entitle its holder to purchase $80 worth of Common Stock (or other consideration) for $40.

Avid says “the Rights will not prevent a takeover of the Company. However, the Rights may cause substantial dilution to a person or group that acquires 15% or more of the Common Stock unless the Rights are first redeemed by the Board of Directors of the Company. Nevertheless, the Rights should not interfere with a transaction that is in the best interests of the Company and its stockholders because the Rights can be redeemed on or prior to the close of business on the tenth business day following the Stock Acquisition Date, as defined in the Rights Agreement, before the consummation of such transaction.”

As of January 2, 2014, there were 42,339,117 shares of Common Stock issued (of which 39,081,641 shares were outstanding and 3,257,476 shares were held in treasury) and 3,775,132 shares reserved for issuance pursuant to employee benefit plans. As long as the Rights are attached to the Common Stock, the Company will issue one Right with each new share of Common Stock so that all such shares will have Rights attached.

 

For those who enjoy reading complex financial documents, the entire Rights Agreement can be found here.

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Related Content:

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

Broadcast technology vendor financials | Posted by Joe Zaller
Jan 08 2014

Avid Technology said it is unlikely that the company will be able to regain compliance with its SEC filing requirements for continued listing of its common stock on the NASDAQ Stock Market by the March 14, 2014 deadline set by the NASDAQ Listing Qualifications Panel.

Avid has been conducting an internal investigation into its current and historical accounting treatment related to software updates since February 2013.

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.”

Avid now says that, given the scope of the review, it will be unlikely to achieve these objectives prior to the March 14, 2014 deadline.

The company says it has 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.

“Since I assumed the Chief Financial Officer role in April 2013, the team, with the assistance of numerous outside resources, has made significant progress in our efforts to become current with our filings,” said John Frederick, Chief Financial Officer, Avid. “While the scope of the project is more involved than the Company first expected, I believe that we have comprehensively assessed the revenue restatement and have a clear view to complete that work. We look forward to working with our new audit team to deliver the audited financial statements to be included in our next annual report on Form 10-K, which will reflect the effects of the previously announced restatement, as expeditiously as possible. We do not, however, believe we will be able to achieve the March 14, 2014 deadline established by NASDAQ. In the near future, Louis Hernandez Jr., our Chief Executive Officer and I plan to update the investor community on our strategic direction and business and once we are current with our filings, we look forward to providing further details on this as well as our financial performance.”

As a result of this updated timing, the Company’s shares of common stock may be suspended from trading and delisted from the NASDAQ Stock Market.

Following a possible suspension of trading in Avid’s common stock on NASDAQ, the company expects that its shares would trade on the OTC Markets while it works to finalize the restatement.

Avid says it intends to complete the restatement and regain compliance with its SEC filing requirements as soon as practicable, and if its shares do become delisted, it will “apply for prompt relisting on the NASDAQ Stock Market so that it can trade on that market as early as possible after regaining compliance with the listing requirements.”

As a result of the ongoing restatement, Avid did not hold an annual meeting of shareholders during the year ended December 31, 2013 and, on January 3, 2014, the company received a letter from the Listing Qualifications Staff of NASDAQ indicating that the Avid’s failure to hold an annual meeting of shareholders and to solicit proxies by December 31, 2013 as required by NASDAQ Listing Rules 5620(a) and 5620(b), may serve as an additional basis for delisting the Company’s common stock from NASDAQ .

Avid has been provided with the opportunity to present its plan to evidence compliance with those requirements for the NASDAQ Listing Qualifications Panel’s review. The company says it intends to hold an annual meeting of shareholders promptly after it has completed the restatement and regained compliance with its SEC filing requirements.

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. The company expects that cash expenditures in 2014 related to the ongoing accounting evaluation through completion of the evaluation will amount to approximately $25 million to $34 million.

Avid also said it has 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.”

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Related Content:

Press Release: Avid Announces Appointment of Deloitte & Touche as New Audit Firm

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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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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Bankruptcy Court Approves Kit Digital Restructuring, Company to Rebrand as “Piksel” Before IBC 2013

broadcast industry technology trends, Broadcast technology vendor financials, SEC Filings | Posted by Joe Zaller
Aug 06 2013

After more than a year of rumor, speculation, management changes, and shareholder lawsuits, it appears that the Kit Digital roller coaster ride is finally coming to an end – with a successful outcome for company management.

The one-time high-flying online video delivery provider announced that its Plan of Reorganization under Chapter 11 will be confirmed by the U.S. Bankruptcy Court for the Southern District of New York.

KIT digital filed for voluntary bankruptcy protection in April 2013 “to cleanse itself of legacy issues, including financial, legal and regulatory matters.”

At that time, the company filed a Reorganization Plan with the Court under which it would go into bankruptcy, be recapitalized by a “plan sponsor group” of investors, and emerge as profitable, debt-free business.

According to the Reorganization Plan, the company entered Chapter 11 with the intention of closing at least eight loss-making subsidiaries, while retaining four of its profitable subsidiaries: Ioko 365, Polymedia, KIT digital France and KIT digital Americas.  In its filings with the Court, Kit disclosed that the aggregate revenue generated in 2012 by these four remaining business was approximately $134.5 million.

With the new announcement, it appears the company’s Reorganization Plan has now been approved by the Bankruptcy Court.

Kit says that once it emerges from Chapter 11, it will change its name to “Piksel,” and re-brand in time for the IBC trade show in September 2013.

If the company can overcome the “legacy baggage” of Kit Digital, Piksel may turn out to be a formidable player in the broadcast industry once it is fully up and running later this year.

According to Court documents, Piksel will have more 800 employees and revenues in excess of $100m, making it one of the largest players in the industry broadcast industry, where the majority of its business comes from.  After emerging from Chapter 11, it’s also likely that the company will have little debt.

More importantly, Piksel will operate in an area where broadcasters and media companies are increasingly focusing their attention, the management and delivery of multi-screen video services.  Not only does the new company have core technical expertise in this area, it also boasts a large professional services organization capable of specifying and implementing complex multi-screen deployments, and a 24×7 network monitoring operation, which is offered as a service to clients who do not want to build their own multi-platform NOC.

It remains to be seen how well the company will fare once it comes out of Chapter 11, but Peter Heiland, who became interim CEO of Kit Digital in August 2012, provide a few clues in his upbeat statement about the company’s future. “Piksel is set to emerge as a healthy, dynamic company with a great mix of talented employees, market-leading customers, profitable assets, and sufficient liquidity for operations and investments,” he said.

Heiland went on to say that the new company will “leverage its solutions expertise; the flexibility of which will be driven by a suite of software applications, industry partnerships, and world-class professional and managed services.”  He also acknowledged the people who helped the company through what was presumably a traumatic period, saying “I would like to thank all of those who dedicated so much time and effort, including our employees and advisors, to helping us complete our restructuring.”

KIT digital will officially rebrand as Piksel on August 29, 2013.

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Related Content:

Press Release: KIT digital Restructuring Approved; Prepares to Exit Bankruptcy and Change Name to Piksel

Kit Digital Announces $6 Million Settlement of Securities Lawsuits

KIT Digital Files For Chapter 11 Bankruptcy, Plans to Re-Emerge as “Healthier, Focused Company” by IBC 2013

KIT Digital: Chapter 11 Plan of Reorganization

KIT Digital: Voluntary Petition for Chapter 11 & List of 30 Largest Unsecured Creditors

KIT Digital: Declaration of Fabrice Hamaide in Support of Debtor’s Chapter 11 Petition

KIT Digital Delisted by NASDAQ, Will Not Appeal

Activist Investor Heiland Becomes CEO at KIT Digital

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New Avid Bonus Plan Contemplates “Reorganization Event”

Broadcast technology vendor financials, Quarterly Results | Posted by Joe Zaller
Aug 01 2013

Avid recently established a new employee bonus plan, whereby payments will be triggered upon the earlier of:

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(i)            filing by the Company of its Annual Report on Form 10-K with respect to the year ended December 31, 2012 (the “10-K Filing Date”);

 

(ii)           immediately prior to consummation of a Reorganization Event (as defined in the Company’s Amended and Restated 2005 Stock Incentive Plan);

              

(iii)          with respect to Participants who are not officers of the Company (as defined in Rule 16a-1 promulgated pursuant to the Securities Exchange Act of 1934, as amended) as of such date, March 31, 2014; and

              

(iv)          with respect to Participants who are officers of the Company (as defined in Rule 16a-1 promulgated pursuant to the Securities Exchange Act of 1934, as amended) as of March 31, 2014, such date on or subsequent to March 31, 2014 as may be determined in the sole discretion of the Committee.

 

According to the terms of the program,  “In no event shall a Bonus Payment Date be subsequent to December 31, 2014, and the Plan shall terminate upon the earlier of (x) all Bonus Payments being made pursuant to the Plan and (y) December 31, 2014.”

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Companies establish bonus schemes all the time, and at a total of $1.7m, this one is nothing unusual for a company of Avid’s size and available cash ($56.1m as of June 30, 2013).

So what’s the big deal?

It’s entirely possible that there is no big deal here.  The company will file its delayed Form 10-K with the SEC and carry on as usual.

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However, it is interesting to note that Avid has specifically said a potential time for bonus payments is:

 “immediately prior to consummation of a Reorganization Event (as defined in the Company’s Amended and Restated 2005 Stock Incentive Plan)”

 

According to Avid’s Amended and Restated 2005 Stock Incentive Plan (found in Appendix C of this document):

“(1)    Definition.    A “Reorganization Event” shall mean:

(i) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled,

(ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction or

(iii) any liquidation or dissolution of the Company.”

 

It’s widely known that Avid is in the middle of a major accounting review.

Avid replaced its CFO in April 2013, and announced in July 2013 that it has also replaced its  Chief Accounting Officer.

 

In February 2013, Avid delayed the release of its Q4 and full year 2012 results, saying it needed “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.”

 

In March 2013 the company received notice of potential delisting from NASDAQ for failure to submit its 2012 10-K filing to the SEC.

 

In May 2013, Avid said that following an internal investigation into its current and historical accounting treatment related to software updates, the company concluded that its “unaudited interim consolidated financial statements for the quarterly periods ended (i) September 30, 2012 and 2011, (ii) June 30, 2012 and 2011, and (iii) March 31, 2012 and 2011, as well as its audited consolidated financial statements for the years ended December 31, 2011, 2010 and 2009 should no longer be relied upon because of errors in the application of US GAAP.”

At that time Avid said it is “working diligently to complete the review and continues to focus its efforts on completing the Form 10-K filing as soon as possible,” and that it intends to submit a plan to NASDAQ staff as to how it intends to regain compliance with continued listing requirements.

 

There’s no doubt that these public disclosures, along with a raft of shareholder lawsuits related to the company’s accounting review are probably making it a bit stressful at Avid these days.

But as they say: “the show must go on,” and Avid’s employees must continue to serve the needs of their customers with a “business as usual” mentality, despite what must be a very distracting time for the company.  Thus it’s only logical that the Avid would seek to reward and retain its key employees through the new bonus pool.

It also seems logical that Avid would be considering all its options during a time like this, and judging by the language of the bonus agreement the company is planning for a variety of outcomes – three of which include business as usual and no change in corporate structure or company ownership.

In the event that something does happen to trigger a “Reorganization Event,” as defined by the company’s Amended and Restated 2005 Stock Incentive Plan, it’s probably safe to assume this is far more likely to be a merger or sale than  a liquidation of the company, which at the end of the day is another “business as usual” outcome.

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Related Content:

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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Avid Replaces Chief Accounting Officer

Broadcast technology vendor financials, SEC Filings | Posted by Joe Zaller
Aug 01 2013

Avid said that Karl Johnsen, the company’s chief accounting officer & controller has left the company and has been replaced on an interim basis by John Frederick, Avid’s EVP, CFO & Chief Administrative Officer.

Frederick, who joined Avid in February 2013 as Chief of Staff became CFO in April 2013, 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.

The company said “no additional arrangement or understanding with Mr. Frederick was entered into in connection with Mr. Frederick becoming the Company’s Principal Accounting Officer.”

This latest change in the company’s high level finance personnel comes during a time where Avid is in the middle of a major review of its previous accounting practices.

In February 2013, Avid announced that it would delay the release 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.”

Because of this review, Avid also delayed the filing its annual 10-K with securities regulators. As a result, Avid was notified by NASDAQ in March 2013 that the company no longer complies with NASDAQ Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC.  Failure to comply with this rule could result in the delisting of Avid’s shares from the NASDAQ Global Select Market.

At that time, Avid said it was “working diligently to complete the review and continues to focus its efforts on completing the Form 10-K filing as soon as possible,” and that it intends to submit a plan to NASDAQ staff as to how it intends to regain compliance with continued listing requirements.

Under NASDAQ’s rules, the company has until May 20, 2013 to submit this plan.

 

According to the filing, Johnsen will transition to a consulting role for three months and receive six months’ salary continuation, and other customary provisions.

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Related Content:

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

Johnsen consulting and severance agreement

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Kit Digital Announces $6 Million Settlement of Securities Lawsuits

Broadcast technology vendor financials, SEC Filings | Posted by Joe Zaller
Jul 02 2013

One-time high flying online video delivery leader Kit Digital has signed a memorandum of understanding to settle a series of federal securities lawsuits filed against the company and some of its KIT’s current and former officers and directors.

KIT, which was delisted from the Nasdaq stock exchange in December 2012, and filed for Chapter 11 bankruptcy protection in April 2013, said the execution of this agreement is “an important milestone as KIT continues to build momentum for a successful future.”

A total of four lawsuits are subject to this agreement.  They were filed separately in the US District Court for the Southern District of New York on behalf of all persons who purchased or otherwise acquired KIT stock during the period between May 19, 2009 and November 21, 2012.

The court combined these separate actions into a single Class Action lawsuit.

At issue was conduct that was alleged to have occurred between 2008 and 2011, and alleged violations of federal securities law arising from, among other things, alleged accounting issues, material weaknesses in the internal controls and financial reporting at KIT, certain acquisition transactions that KIT consummated during 2008-2011, and other events from that time period.

Under the terms of the deal, KIT’s insurers will pay approximately $6m to settle all claims of the Class, and all parties will execute mutual releases. KIT and the other defendants will have no obligation to fund any part of the settlement, and any fee award to plaintiffs’ counsel will be paid from the settlement.

KIT digital Interim CEO, Peter Heiland said: “The federal securities lawsuits, which concerned conduct under KIT’s prior management, have been a significant distraction to the business, hindering its ability to attract capital and grow according to its real capability. Resolving these lawsuits signifies our continued progress towards putting the company back on its feet and freeing the company to focus solely on delivering the best in cutting-edge video software and services.

Along with the chapter 11 Plan of Reorganization that’s progressing in a way that we’re confident will satisfy creditors — as well as shareholders keen to invest in the reorganized KIT business, Piksel — the signing of this MOU is yet a further indication that I think we’re finally seeing blue sky ahead.”

KIT added that its entry into the MOU is not an admission of any fault, wrongdoing, or liability for the claims and damages asserted in the Consolidated Action.

The settlement embodied in the MOU is subject to execution of all necessary documents, including a formal stipulation of settlement, as well as all necessary court approvals.

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Related Content:

Press Release: Kit Digital Announces Settlement of Securities Lawsuits

KIT Digital Files For Chapter 11 Bankruptcy, Plans to Re-Emerge as “Healthier, Focused Company” by IBC 2013

KIT Digital: Chapter 11 Plan of Reorganization

KIT Digital: Voluntary Petition for Chapter 11 & List of 30 Largest Unsecured Creditors

KIT Digital: Declaration of Fabrice Hamaide in Support of Debtor’s Chapter 11 Petition

KIT Digital Delisted by NASDAQ, Will Not Appeal

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