Posts Tagged ‘Online Video’

Report: Apple Planning Online Video Launch Featuring 25 Broadcast Channels

Online Video, OTT Video | Posted by Joe Zaller
Mar 17 2015

silver-apple-logo

Just a week after the announcement that Apple will be the exclusive launch partner for the HBO Now streaming service, a Wall Street Journal article reports the company is planning to introduce an online TV service featuring up to 25 broadcast channels, including content from ABC, CBS, and Fox.

The WSJ reports that media executives they interviewed believe Apple in planning to charge $30 to $40 per month for the service, which it aims to announce in June and launch in September.

This is not the first time there have been rumors about the launch of an Apple TV service. In 2012 Jefferies & Co. analyst James Kisner said in a report that his industry contacts suggest that “at least one major North American cable system operator is working to estimate how much additional capacity may be needed for a new Apple device on their broadband data network.”

Last year the WSJ reported: “Apple was in talks with Comcast to team up on a streaming TV service that would use an Apple set-top box and get special treatment on Comcast’s cable pipes to bypass congestion on the Web. Apple had discussions since at least mid-2012 with Time Warner Cable, but those talks came to a standstill when the company became a takeover target for rival operators. Time Warner Cable struck a deal—still awaiting regulatory approval—in February 2014 to sell itself to Comcast.”

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Related Content:

WSJ Article: Apple Plans Web TV Service in Fall

HBO Reportedly Planning April 2015 Streaming Launch, Will Charge $15 per Month

Intel, Apple and Others Rethink How We Watch TV – WSJ.com

Analyst Says Apple TV Launch “Imminent,” Could Benefit Arris

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© Devoncroft Partners 2009 – 2015. All Rights Reserved.

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Telstra Buys Online Video Platform Ooyala for $360 Million Equity Value

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Aug 13 2014

Telstra, Australia’s largest telecommunications provider, has paid $270m to purchase 75% of online video platform provider Ooyala. When the deal closes, Telstra will own 98% of Ooyala.

Telstra previously invested $61m over two funding rounds to acquire 23% of Ooyala. In June 2012, Telstra participated in a $35m fundraising round. In December 2013, Telstra invested an additional $43m in Ooyala. 

The deal values Ooyala at $360m, which slightly overstates the cash price incurred by Telstra since its actual cash outlay was $331 million ($270m + $61m).

$360m is a strong valuation for Ooyala, which has 330 employees and is forecasting revenue of $65m for calendar year 2014.  It’s also a strong valuation in the context of an analogous public comparable Brightcove, which trades on the NASDAQ.

Brightcove’s stock presently trades at an equity value of approximately $200 million, though Brightcove is meaningfully larger than Ooyala on a revenue basis. Assuming similar gross margins as Brightcove, these data points would suggest Ooyala has yet to reach profitability.  However, it would appear prioritizing growth over profitability was a beneficial strategy since the implied revenue multiple is 5.5x and the cash-on-cash return to investors was approximately 4.4x (as detailed below).

Ooyala was founded in 2007 and raised approximately $122 million before the acquisition by Telstra.  $61 million of this amount was from Telstra itself; the remaining $61 million included participation from Ropart Asset Management, Amazon Web Services, Sierra Ventures, Rembrandt Venture Partners, The CID Group, ITOCHU Technology Ventures, Motorola Mobility Ventures, and EDB Investments Pte. Ltd.

Ooyala is the first investment by Telstra’s Global Applications & Platforms group, whose mission is to create “long-term global growth in markets that are adjacent to Telstra’s core business, where software disrupts traditional business models.”

In announcing the transaction, Ooyala’s CEO Jay Fulcher posted an open letter to Ooyala employees, which enthusiastically outlines the rationale for the transaction and discussed the future market opportunity.  “Our opportunity is enormous” said Fulcher. “The market for the technologies and services we provide is will be [sic] worth tens of billions in the next few years. To win requires a heavy investment in people, infrastructure, R&D and technology.”

The transaction will require US regulatory approval, though is expected to close within 60 days.

Ooyala will operate as an independent subsidiary of Telstra, retaining both its brand and management team.

In 2013, Telstra generated more than $AUD 26 billion in revenue.

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Related Content:

Press Release: Telstra to acquire leading video platform company Ooyala

An open letter to Ooyala employees from CEO Jay Fulcher

Press Release: Ooyala Receives $43 Million Investment From Telstra To Accelerate Adoption of Its Market-leading Video Analytics

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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Brightcove Revenue Up 15% in Q2 2014, But Soft Guidance Crushes Stock

Broadcast technology vendor financials, Quarterly Results | Posted by Joe Zaller
Jul 25 2014

Online video delivery specialist Brightcove announced  its revenue for the second quarter of 2014 was $31 million, up 15% from the same period a year ago, and down slightly versus the previous quarter.

Although Brightcove’s top-line results were better than the upper end of the company’s previous guidance, it posted a Q2 net loss of $4.3 million, versus a net loss of $3.5 million last year and a net loss of $4.8 million during Q1.

The company also revised down its guidance for the full year, due in part to the loss of Rovio, the company behind the Angry Birds franchise and one of Brightcove’s largest European customers.  During the first half of 2014, Rovio represented 3.8% of Brightcove’s total revenue and a little less than 15% of its total video stream volume.

Investors were quick to react to the revised forecasts, driving the company’s stock down almost 40% to less than $6.50.  Brightcove had traded as high as $24.80 shortly after its IPO in early 2012.

On a positive note, the company said its revenue from media customers grew at 31% on a year-over-year basis.  “While we continue to see a broad market opportunity and strong demand for our products across a number of industries, we are seeing positive results from our increased focus on the media vertical,” said Brightcove CFO Chris Menard.

Brightcove also said it experienced a 7% year-on-year increase in “premium customers” in the quarter. Brightcove defines premium customers as those who are on annual subscription contracts for the enterprise and pro versions of its “Video Cloud,” “Once,” and “Zencoder” product offerings.

Revenue from premium customers during Q2 was $28.4, up 18% versus the same period a year ago, and flatversus the previous quarter.  The company said it had 1,833 premium customers, or 30.6% of its total customer base, at the end of the second quarter.  This represents an increase of 7% versus the same period ago, and an increase of 0.5% versus the previous quarter.

Subscription and support revenue in the quarter was $29.9 million, or 97% of total revenue, up 17% versus last year, and up approximately 2% versus last quarter.

Professional services revenue was $1 million, down 19% versus last year, and down 41% versus last quarter.

 

On a geographic basis:

  • North America accounted for $18.5 million, or 60% of total revenue in the quarter, compared to $15.8 million, or 59% of revenue last year, and $18 million, or 58% of total revenue last quarter

 

  • Europe contributed $7.7 million or 25% of total revenue in the quarter, compared to $6.5 million, or 24% of revenue last year, and $8.6 million, or 27% of total revenue last quarter

 

  • Japan contributed $2 million, or 6% of total revenue in the quarter, compared to $1.5 million, or 6% of revenue last year, and $1.9 million, or 6% of total revenue last quarter

 

  • Asia Pacific (excluding Japan) contributed $2.5 million, or 8% of total revenue in the quarter, compared to $2.9 million, o or 11% of revenue last year, and $2.3 million, or 7% of total revenue last quarter

 

 

On a segment basis:

  • Digital marketing and enterprise customers was $17.7 million, or 57% of total revenue in the quarter, compared to $16.7 million, or 62% of revenue last year, and $18.3 million, or 59% of total revenue last quarter. The company said that revenue from digital marketing and enterprise customers grew 6% on a year-over-year basis

 

  • Media revenue was $13.3 million, or 43% of total revenue in the quarter, compared to $10.2 million, or 38% of revenue last year, and $12.7 million, or 41% of total revenue last quarter. The company said that revenue from media customers grew 31% on a year-over-year basis

 

Gross margins for the quarter were 66%, flat on a percentage basis versus the same period a year ago and up from the 64%recordedduring the previous quarter.  On a non-GAAP basis (excluding stock-based compensation and amortization of acquired intangible assets) gross margins for the quarter were 68%.

Brightcove ended the quarter with 401 employees (a decrease of 10 employees from the preceding quarter), a total customer base of 5,995 (a decrease of 131 versus the preceding quarter), and cash and cash equivalents of $20.8m, down from $21.4m at the end of the first quarter of 2014.

 

Guidance Lowered for Full Year 2014

Brightcove now says it expects it to post a full year 2014 non-GAAP operating loss in the range of $6.5m to $7.5m on revenue in the range of $122m to $123.5m.  The Company had previously projected full year revenue in the range of $126m to $130m, and a non-GAAP operating loss in the range of $5m to $7m.

The company says its losses are likely to continue through the fourth quarter of next year, when it expects to achieve positive non-GAAP operating income.

“While we delivered solid financial results relative to our guidance, we also faced headwinds that have negatively impacted our outlook for the second half of 2014”, said Brightcove CEO David Mendels.

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Related Content:

Press Release: Brightcove Announces Financial Results for Second Quarter 2014

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© Devoncroft Partners 2009 – 2014. All Rights Reserved.

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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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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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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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© Devoncroft Partners 2009 – 2013. All Rights Reserved.

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

Broadcast technology vendor financials, SEC Filings | Posted by Joe Zaller
Apr 29 2013

One-time high flying online video delivery leader Kit Digital announced that it has filed a voluntary petition for reorganization under chapter 11 of the United States Bankruptcy Code.

The KIT story has been interesting to watch, and judging by what the company appears to be planning, things are going to a lot more interesting.

According to documents filed with the court, KIT has reached an agreement with three of its largest shareholders, Prescott Group Capital Management, JEC Capital Partners, and Ratio Capital Partners; who are collectively referred to as the “plan sponsor group.”

Under its reorganization plan, KIT will go into bankruptcy, be recapitalized by the “plan sponsor group,” and emerge as profitable, debt-free business with more than 800 employees focused on multi-screen video deployments.

The company plans to shed its loss-making businesses, while retaining four of its profitable subsidiaries, Ioko 365, Polymedia, KIT digital France and KIT digital – Americas. These four businesses will be consolidated into a new company to be Piksel.

According to court filings, these businesses generated aggregate revenues of approximately $134.5 million in 2012.

However, the company said it anticipates that another eight of its subsidiaries “will still need to be wound-down or divested through this chapter 11 case.”

KIT says that at the end of the reorganization process, it expects to emerge as “a healthier, focused company that is poised to take advantage of the burgeoning demand in its industry and to generate significant cash flows after obtaining a financial ‘fresh start.’”

The company also says that this plan will enable it to be in a position to pay all employees, vendors and suppliers for their valid pre-petition claims.

During the time of the reorganization, the company will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the court.

KIT says it plans to be out of reorganization in about 90 days, just in time to launch Piksel at the IBC Show in September.

 

Court filings detail rise and fall

The documents KIT has filed with the court provide insight into what was happening at the company, and ultimately what led to the decision to file for Chapter 11.  It’s fascinating reading.

Selected excerpts follow from the Declaration of Fabrice Hamaide in Support of Debtor’s Chapter 11 Petition

 

The Debtor’s proposed restructuring is the result of an extensive marketing process that began over a year ago after the Debt or suffered a number of significant setbacks that impacted its operations. First, in early 2012, the Debtor accepted the resignation of its then-CEO amid an SEC investigation into certain of his trading practices with respect to the Debtor’s stock. Thereafter, the Debtor’s audit committee uncovered financial irregularities and the Debtor announced that it would need to restate historical financials from 2009 onward, sparking a flurry of securities lawsuits and derivative claims along with attendant litigation costs. Contemporaneously, the company was incurring extensive losses from unprofitable acquisitions made over the prior twenty-four (24) months. While the Debtor’s core businesses were (and remain) profitable and strong, mounting legal expenses and the costs of divesting and liquidating the unprofitable non-core businesses caused the Debtor to experience a near-term liquidity crunch. The crunch became more acute when the Debtor’s prepetition lender, without forewarning, swept the Debtor’s operating account and withdrew approximately $1.1 million.

Recognizing it had a short runway and no audited financials, the Debtor redirected the efforts of its investment banker, Deutsche Bank (“DB”), to assist the company with possible financing or sale alternatives. DB conducted an extensive marketing process over the past year canvassing a wide range of over fifty-six (56) financial and strategic players, as well as possible stand-alone financing options to accompany the Debtor in a chapter 11 process. In addition to DB, the Debtor also retained financing brokers to look into the availability of third-party financing. Although the Debtor engaged in extensive negotiations on non-binding terms with at least two parties, the negotiations ultimately failed to culminate in a binding term sheet either because of the need to provide audited financials or because of extensive requirements for due diligence that represented a substantial execution risk.

In March 2013, the Debtor was approached by a group of shareholders with the terms of a restructuring plan. The Debtor (through a special committee of its independent board of directors) negotiated with the shareholder group, which ultimately included the Debtor’s largest shareholders, Prescott Group Capital Management, JEC Capital Partners (an affiliate of the current CEO), and Ratio Capital Partners (collectively, the “ Plan Sponsor Group ”), on the terms of a restructuring to be backstopped by the Plan Sponsor Group. The special committee’s negotiations culminated in a plan support agreement (the “Plan Support Agreement”), which provides the Debtor with the resources necessary to fund this chapter 11 case and a reorganization plan that is expected to pay allowed unsecured claims in full while also providing a meaningful recovery to the Debtor’s equity holders in the form of the opportunity to participate in the reorganized company. A copy of the Plan Support Agreement is attached hereto as Exhibit A. 7. The Debtor believes the contemplated re organization pursuant to the Plan Support Agreement marks the best opportunity for the Debt or to preserve its global operations and the jobs of its over 800 employees world-wide. It is economically the best proposal the Debtor received through the prepetition marketing process, even including bids conditioned on due diligence. The Plan Support Agreement, however, requires the Debtor to emerge from chapter 11 within ninety-five (95) days of the filing date. Accordingly, to meet the required tight timeframe, contemporaneously herewith, the Debtor has filed a chapter 11 plan with the hope that confirmation of such plan can occur within 90 days of the date hereof

Under the management of its former CEO, the Debtor spent much of the last few years acquiring other companies in an effort to increase its market share in the video technology market. Since late 2008, the Company made 22 acquisitions, taking its revenue from less than $30 million to slightly over $200 million in 2011.  While certain of these acquired businesses have enhanced the Debtor’s operations, others have struggled or posed integration and  operational problems. In total, since May 2008 , the Debtor has paid,  in both cash and common  stock, more than $320 million in connection with acquisitions on its way to becoming an online  video technology powerhouse.  

The time and expense associated with the Debtor’s “buying binge” took a significant toll on the Debtor. Indeed, the acquired businesses that could not be successfully integrated became a significant cash drain on the entire KDI corporate group. Out of a total of $389 million paid-in-capital, $320 million was spent on acquisitions and approximately $60 million was spent operating and then liquidating or winding down unprofitable Subsidiaries. The Debtor anticipates 8 of its Subsidiaries will still need to be wound-down or divested through this chapter 11 case.

In the beginning of 2012, the Company experienced a protracted  period  of upheaval. In April 2012, Mr. Tuzman, the Debtor’s then-CEO, resigned as chairman and CEO after the Debtor’s receipt of subpoenas from the SEC related to certain 2010 transactions purportedly undertaken by Mr. Tuzman in the Debtor’s common stock. Several other Board members and officers of the Debtor, some of which were affiliated with Mr. Tuzman, had also resigned by this time. A securities class action lawsuit, two shareholder derivative lawsuits, as well as other similar litigations were initiated against the Debtor, diverting management time and expense at a critical time for the company.

To address the leadership void left after Mr. Tuzman’s exit, the Debtor made significant changes to the composition of its Board of Directors and its management team. On June 28, 2012, two independent directors, Bill Russell and Greg Petersen, were elected to the Board, and in July 2012, I was brought in as Chief Financial Officer. The following month two shareholder representatives were elected to the Board, Seth Hamot and K. Peter Heiland. Thereafter, K. Peter Heiland was also appointed as the Debtor’s interim Chief Executive Officer, a position he holds today.

The Debtor’s new management team took proactive steps to begin to focus the Debtor’s operations on its core strengths, while cutting costs. Ultimately, management was successful in reducing operating losses from an average consolidated monthly loss of -$7.0 million to -$1.0 million by October 2012. During the same time period, however, the audit committee (the “Audit Committee”) of the Debtor’s Board, after an extensive investigation, uncovered certain accounting errors and irregularities related to recognition of revenue  for certain perpetual software license agreements entered into by the prior management team in 2010 and 2011. The Audit Committee also determined that certain transactions the Debtor entered into under the prior management team during fiscal years ended December 31, 2008 through 2011 were related party transactions and additional disclosure with respect to those transactions should have been included in the footnotes to the relevant financial statements. As a result, the Audit Committee concluded on November 15, 2012, that the Debtor’s financial statements for the years ended December 31, 2009, 2010 and 2011 and each of the three quarters in 2009, 2010 and 2011 would need to be restated.  Because of the need to restate prior periods, the financial statements for the quarters ended March 31, 2012 and June 30, 2012 also had to be amended.

The public announcement of the need to restate the Debtor’s historical financials resulted in a significant decline in the trading price for the Debtor’s stock. Additional litigations were initiated against the Debtor, further diverting management time and expense. In addition, an event of default was triggered under the WTI Loans for breach of a financial representation therein, and on November 21, 2012, WTI, without advance notice to the Debtor, swept approximately $1.1 million from the Debtor’s cash collateral account.

Without reliable financials, the Debtor’s ability to “borrow” out of its near-term liquidity crisis by accessing the capital markets was foreclosed. In addition, the Subsidiaries, although profitable on a consolidated basis, could not continue to fund the Debtor’s mounting legal expenses and regulatory costs.

In February 2012, the Debtor engaged DB to assist the company in identifying sale alternatives. DB conducted an extensive search of financial and strategic players, aggressively canvassing the marketplace to locate potential financial or strategic partners to purchase the Debtor. Although DB contacted fifty-six (56) potential buyers (twenty-five (25) strategic and thirty-one (31) financial), no firm interest in the purchase of the Debtor resulted. Following the conclusion that its financials would have to be restated and the resulting short term liquidity constraints, the Debtor, to preserve its Business, redirected the efforts of DB to find stand-alone rescue financing or potential chapter 11 stalking horse bidders. In addition to DB’s efforts, the Debtor also reached out to specialized financing brokers who contacted over twenty-five (25) potential financing sources for stand-alone financing options. While several parties provided draft term sheets, the Debtor could not move forward with such proposals either because of the need to provide audited financials or because of extensive requirements for due diligence that represented a substantial execution risk. Moreover, despite advancing work fees to two interested parties, the Debtor still failed to obtain a binding commitment from either of those parties that could serve as a basis for a successful restructuring.

Thereafter, the Debtor was approached by a group of shareholders led by JEC, the private equity firm affiliate of KDI’s CEO, with the terms of a restructuring alternative. As a result, and to remove any conflicts of interest in the Debtor’s decision-making, the Board constituted a special committee of its independent directors to consider the shareholder proposal. Among other things, the special committee was charged with overseeing the sales and/or restructuring process from then forward, including the decision to file for chapter 11.

The special committee met numerous times to consider the Debtor’s alternatives. From the outset, the special committee, in an effort to achieve the highest and best result for the Debtor’s stakeholders, pursued restructuring on a dual-track, negotiating with the shareholder group and its then-proposed third-party DIP lender, on one hand, while having DB continue to canvas interested third-parties, on the other. All the while, the special committee was mindful of the Debtor’s dwindling cash position, which I advised them on regularly.

Discussions with the shareholder group stalled in early April 2013, when the group’s proposed DIP lender could not come to terms with the special committee on a path forward for the financing necessary to fund a chapter 11 process. Thereafter, the Debtor, unable to upstream sufficient funds from its Subsidiaries, failed to make a scheduled payment in respect of the WTI Loans on April 1, 2013, triggering an 8-K obligation to disclose the event of default. The special committee faced and prepared for the possibility of having to file chapter 11 without a restructuring plan in place, thereby risking the Debtor’s customer relationships and putting the Debtor’s chances of restructuring in peril. Indeed, if a filing would have happened at that time, the Debtor had sufficient cash in its corporate group to operate in chapter 11 for only several weeks. The Debtor was, put simply, at the end of its rope by early April 2013.

Ultimately, the shareholder group reconstituted itself into the Plan Sponsor Group and proposed terms for restructuring the Debtor, which included a debtor-in-possession financing from an affiliate of JEC sufficient to fund the chapter 11 case.

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Related Content:

Press Release: KIT digital, Inc. Files Previously Announced Plan of Reorganization

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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© Devoncroft Partners. All Rights Reserved.

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