SAN FRANCISCO, Aug. 7 /PRNewswire-FirstCall/ -- OpenTV Corp. (Nasdaq: OPTV), a leading provider of solutions for the delivery of advanced television and advanced advertising services, today announced financial results for its second quarter ended June 30, 2008.

"Our financial results for the second quarter and first half of 2008 demonstrate the successful execution of our plan to grow our core business while improving costs and profitability," said Chief Executive Officer, Ben Bennett. "We have continued to grow our global middleware market share as we work to deepen relationships with existing customers as well as acquire new customers and enter new markets including a recent significant customer win in Japan. On the advanced advertising side, our EclipsePlus product is beginning to be deployed by leading operators. Overall, we are on track with our plans for the year."





    Key Operating Measures of Continuing Operations

    USD Millions            Three months ended   Three months ended    Change
                               June 30, 2008        June 30, 2007
    Revenues                       $26.8m              $23.0m            17%
    Adjusted EBITDA, before
     unusual items                  $2.5m              ($1.0m)         $3.5m
    Cash, Cash Equivalents and
     Marketable Debt Securities   $100.4m              $73.6m            36%


Second Quarter 2008 Results

For the quarter ended June 30, 2008, revenues were $26.8 million, an increase of 17% over revenues of $23.0 million for the second quarter of 2007. Royalties and licenses revenues increased 29% to $18.2 million. Services and other revenues decreased 3% to $8.6 million. Adjusted EBITDA, before unusual items, was $2.5 million for the quarter ended June 30, 2008, compared to ($1.0) million for the second quarter of 2007.

Net income for the second quarter of 2008 was breakeven, compared to a net loss of $4.8 million, or $(0.04) per share, for the second quarter of 2007.

As of June 30, 2008, the Company recorded a balance of $31.0 million in deferred revenue, compared to $24.1 million at the end of 2007.

As of June 30, 2008, the Company had cash, cash equivalents and short and long-term marketable debt securities totaling $100.4 million, compared to $81.8 million as of December 31, 2007.

Segment Information

Revenues

-- In the second quarter of 2008, revenues from the Middleware Solutions segment were $23.5 million, compared to $20.2 million for the same period in the prior year.

-- In the second quarter of 2008, revenues from the Advertising Solutions segment were $3.3 million, compared to $2.8 million for the same period in the prior year.

Contribution Margin

-- In the second quarter of 2008, Middleware Solutions contribution margin increased by $3.5 million to $8.0 million, compared to $4.5 million for the same period in the prior year.

-- In the second quarter of 2008, Advertising Solutions contribution margin improved by $0.5 million to $0.2 million, compared to a loss of $0.3 million for the same period in the prior year.

For the second quarter of 2008, total contribution margin from the Company's operating segments increased to $8.2 million, compared to $4.2 million in the second quarter of 2007. Unallocated corporate overhead was $5.7 million in the second quarter of 2008, $0.6 million higher than unallocated corporate overhead of $5.1 million in the second quarter of 2007.

Adjusted EBITDA before unusual items and contribution margin are non-GAAP financial measures. Reconciliations of the differences between these non-GAAP financial measures and net income (loss), which is the most directly comparable GAAP financial measure, are included at the end of this press release. Additional information regarding the derivation of Adjusted EBITDA and contribution margin and a statement of the relevance to management of this information and its possible usefulness to investors is also included at the end of this release and on the investor relations page of our Web site.

Summary of Recent Announcements

The following is a summary of key press releases issued by the Company since its last earnings announcement:

-- OpenTV announced the commercial launch by FOXTEL, Australia's leading Pay TV operator, of the FOXTEL iQ2 platform, which is an advanced, quad-tuner, high-definition, PVR-enabled set-top box running on OpenTV Core2;

-- OpenTV announced that NBC Universal had selected the OpenTV Participate solution to power, centralize and manage cross-platform interactive television applications, including Web, mobile and set-top box, for NBC Universal's broadcast and cable networks;

-- OpenTV announced the general availability of OpenTV EclipsePlus, its next generation campaign management solution, which provides advanced traffic and billing features to cable networks;

-- OpenTV announced that its Core2 and PVR2 middleware solutions had been selected by Brazil's Net Servicos de Comunicacao S.A., the largest cable operator in Latin America; and

-- OpenTV announced that STMicroelectronics, the world leader in set-top box chips, has joined OpenTV's Rapid Porting Program, the OpenTV-led effort to provide rapid, high quality ports of OpenTV middleware to a wide range of chipsets and set-top boxes.

Conference Call Details

OpenTV will conduct a conference call to discuss the Company's second quarter financial results. The details of the call are as follows:



    Date and Time:                 Thursday, August 7, 2008, at 5:00pm ET /
                                   2:00pm PT

    Dial-in number US:             800.798.2796

    Dial-in number International:  617.614.6204

    Passcode:                      55 35 58 92

    Participants:                  Ben Bennett, Chief Executive Officer
                                   Shum Mukherjee, Chief Financial Officer
                                   Mark Beariault, General Counsel

To access a live Web cast of the conference call, please go to the Investor Relations section of the OpenTV Web site at http://www.opentv.com.

The conference call replay will be available from August 7, 2008 at 7:00pm ET / 4:00pm PT through August 21, 2008 at 11:59pm ET / 8:59pm PT.




    Replay Number US:              888-286-8010

    Replay Number International:   617-801-6888

    Passcode:                      44 79 24 44

About Segment Information

Because our business segments reflect the manner in which management reviews our business, they necessarily involve judgments that management believes are reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified from time to time to reflect technologies and applications that are newly created or that have changed, or other business conditions that evolve, each of which may result in management reassessing specific segments, the elements included therein and the methodologies used to assess segment performance.

Non-GAAP Financial Measures

"EBITDA" is an acronym for earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA, as used in this release, removes from EBITDA the effects of amortization of intangible assets, share-based compensation expense, other income and expense, and minority interest. "Adjusted EBITDA before unusual items" removes from Adjusted EBITDA the effects of contract amendments that mitigated potential loss positions and restructuring costs.

"Contribution margin," as used in this release, is defined by the company as segment revenues less related direct or indirect allocable costs, including headcount and headcount-related overhead costs, consulting and subcontractor costs, travel, marketing and network infrastructure and bandwidth costs. Contribution margin excludes unallocated corporate support, interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, minority interest, restructuring provisions, and unusual items such as contract amendments that mitigated potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account the substantial cost of doing business.

Management believes that "Adjusted EBITDA before unusual items" and "contribution margin" are relevant and useful measures, when considered in conjunction with the comparable GAAP measures, for use by investors in evaluating the operational performance of the company. They are some of the principal measures used by OpenTV's management to assess the financial performance of its business. OpenTV's management believes that both Adjusted EBITDA before unusual items and contribution margin provide meaningful information because each measure represents a transparent view of OpenTV's recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and benchmarking between segments and identify strategies to improve operating performance. While OpenTV's management may consider Adjusted EBITDA before unusual items and contribution margin to be important measures of comparative operating performance, they should be considered in addition to, but not as a substitute for, profit (loss) from operations, net income (loss), cash flow and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States that are presented in the financial statements included in this press release. Additionally, OpenTV's calculation of Adjusted EBITDA before unusual items and contribution margin may be different from the calculation used by other companies and, therefore, comparability may be affected. OpenTV reconciles Adjusted EBITDA before unusual items and each reported segment's contribution margin to its consolidated net income (loss) as presented in the accompanying financial statements, because OpenTV believes consolidated net income (loss) is the most directly comparable financial measure presented in accordance with GAAP.

While OpenTV believes that the presentation of non-GAAP financial measures contained in this press release complies with the rules and guidance of the SEC, it can give no assurance that it will be able to provide the same or comparable measures in future press releases or announcements. OpenTV may, in the future, present non-GAAP financial measures other than "Adjusted EBITDA before unusual items," "Adjusted EBITDA" and "contribution margin" that it believes may be useful to investors. Any such determinations will be made with the intention of providing the most useful information to investors and will reflect the information used by OpenTV's management in assessing its business, which may change from time to time.

Cautionary Language Regarding Forward-Looking Information

This press release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in political, economic, business, competitive, market and regulatory factors. In particular, factors that could cause our actual results to differ include risks related to: delays in the development or introduction of new versions of our products; technical difficulties with networks or operating systems; our ability to manage our resources effectively; changes in technologies that affect the television industry; and the protection of our proprietary information. These and other risks are more fully described in our periodic reports and registration statements filed with the Securities and Exchange Commission and can be obtained online at the Commission's web site at http://www.sec.gov. Readers should consider the information contained in this release together with other publicly available information about our company for a more informed overview of our company. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About OpenTV

OpenTV is one of the world's leading providers of advanced digital television solutions and is dedicated to creating and delivering compelling viewing experiences to consumers of digital content worldwide. The company's software has been integrated in more than 111 million digital devices around the world, and enables enhanced program guides, video-on-demand, personal video recording, enhanced television, interactive and addressable advertising, and a variety of enhanced television applications. For more information, please visit http://www.opentv.com.





                                  OPENTV CORP.
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

                                                  June 30,        December 31,
                                                    2008             2007 *
                                 ASSETS
    Current assets:
         Cash and cash equivalents                 $89,719           $58,599
         Short-term marketable debt securities       7,565            20,404
         Accounts receivable, net of allowance
          for doubtful accounts of $470 and $565
          at June 30, 2008 and December 31, 2007,
          respectively                              27,350            16,655
         Prepaid expenses and other current assets   3,912             5,465
              Total current assets                 128,546           101,123

    Long-term marketable debt securities             3,153             2,811
    Property and equipment, net                      6,593             6,554
    Goodwill                                        95,084            95,082
    Intangible assets, net                          10,539            12,589
    Other assets                                     2,232             1,896
              Total assets                        $246,147          $220,055


              LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
    Current liabilities:
         Accounts payable                           $2,891            $2,687
         Accrued liabilities                        15,896            17,360
         Accrued restructuring                         598               883
         Deferred revenue                           19,283            14,992
              Total current liabilities             38,668            35,922

    Accrued liabilities, net of current portion      1,945             2,764
    Accrued restructuring, net of current portion    1,247             1,297
    Deferred revenue, net of current portion        11,690             9,142
              Total liabilities                     53,550            49,125

    Commitments and contingencies

    Minority interest                                  435               451

    Shareholders' equity:
         Preference shares, no par value,
          500,000,000 shares authorized;
          none issued and outstanding                    -                 -
         Class A ordinary shares, no par value,
          500,000,000 shares authorized;
          109,328,996 and 109,657,613 shares
          issued and outstanding at June 30,
          2008 and December 31, 2007,
          respectively                           2,235,396         2,234,614
         Class B ordinary shares, no par value,
          200,000,000 shares authorized;
          30,206,154 shares issued and
          outstanding at June 30, 2008 and
          December 31, 2007                         35,953            35,953
         Additional paid-in capital                515,121           500,162
         Accumulated other comprehensive loss         (535)             (141)
         Accumulated deficit                    (2,593,773)       (2,600,109)
             Total shareholders' equity            192,162           170,479
    Total liabilities, minority interest
     and shareholders' equity                     $246,147          $220,055

    * The condensed consolidated balance sheet at December 31, 2007 has been
    derived from the company's audited consolidated financial statements at
    that date.



                                   OPENTV CORP.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except share and per share amounts)


                        Three Months Ended June 30,  Six Months Ended June 30,
                               2008         2007         2008         2007

    Revenues:
     Royalties and licenses  $18,196      $14,066      $40,417      $31,927
     Services and other        8,627        8,935       20,211       16,143
          Total revenues      26,823       23,001       60,628       48,070
    Cost of revenues:
     Royalties and licenses    1,323        1,934        2,746        3,701
     Services and other       10,018        9,965       20,091       19,208
          Total cost of
           revenues           11,341       11,899       22,837       22,909
    Gross profit              15,482       11,102       37,791       25,161
    Operating expenses:
     Research and
      development              8,447        7,754       17,739       16,327
     Sales and marketing       2,332        2,993        4,685        5,889
     General and
      administrative           4,539        4,695       10,910       10,121
     Restructuring and
      impairment costs           581          (28)         581          (28)
     Amortization of
      intangible assets          185          510          370        1,020
          Total operating
           expenses           16,084       15,924       34,285       33,329
    Profit (loss) from
     operations                 (602)      (4,822)       3,506       (8,168)
    Interest income              637          745        1,353        1,246
    Other income (expense)       384         (123)       2,230          (50)
    Minority interest              8            9           16           17
       Income (loss)
        before income taxes      427       (4,191)       7,105       (6,955)
    Income tax expense           406          578          769          839
       Net income (loss)
        from continuing
        operations                21       (4,769)       6,336       (7,794)
    Discontinued operations:
       Net loss from
        discontinued
        operations               -            (95)         -           (214)
    Net income (loss)            $21      $(4,864)      $6,336      $(8,008)

    Net income (loss) per
     share from continuing
     operations, basic          $-         $(0.04)       $0.05       $(0.06)
    Net loss per share
     from discontinued
     operations, basic           -            -            -            -
    Net income (loss) per
     share, basic               $-         $(0.04)       $0.05       $(0.06)

    Net income (loss) per
     share from continuing
     operations, diluted        $-         $(0.04)       $0.05       $(0.06)
    Net loss per share
     from discontinued
     operations, diluted         -            -            -            -
    Net income (loss) per
     share, diluted             $-         $(0.04)       $0.05       $(0.06)

    Shares used in per
     share calculation,
     basic               139,632,228  138,659,811  139,710,747  138,576,223
    Shares used in per
     share calculation,
     diluted             140,340,755  138,659,811  140,425,226  138,576,223




                                  OPENTV CORP.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                    Six Months Ended June 30,
                                                      2008              2007
    Cash flows from operating activities:
    Net income (loss)                               $6,336           $(8,008)
         Less: Loss from discontinued
          operations                                   -                (214)
         Net income (loss) from
          continuing operations                      6,336            (7,794)
    Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
         Depreciation and amortization of
          property and equipment                     2,076             1,871
         Amortization of intangible
          assets                                     2,050             3,402
         Share-based compensation                    1,841             2,270
         Non-cash employee compensation                  8                76
         Provision for (reduction of)
          doubtful accounts                            (95)              245
         Gain on sale of cost investment              (143)              -
         Loss on disposal of fixed assets              -                   2
         Minority interest                             (16)              (17)
         Changes in operating assets and
          liabilities:
             Accounts receivable                   (10,600)            1,222
             Prepaid expenses and other
              current assets                          (411)              (29)
             Other assets                             (336)              938
             Accounts payable                          204            (1,162)
             Accrued liabilities                    (2,283)           (3,333)
             Accrued restructuring                    (335)             (301)
             Deferred revenue                        6,839             7,212
             Net cash provided by
              operating activities of
              continuing operations                  5,135             4,602
             Net cash provided by
              operating activities of
              discontinued operations                  -                 176
             Total net cash provided by
              operating activities                   5,135             4,778

    Cash flows from investing activities:
    Purchase of property and equipment              (2,030)           (1,371)
    Proceeds from sale of cost investment            1,882               -
    Proceeds from sale of marketable debt
     securities                                     16,009             6,995
    Purchase of marketable debt
     securities                                     (3,644)          (19,186)
             Net cash provided by (used
              in) investing activities of
              continuing operations                 12,217           (13,562)
             Net cash provided by (used
              in) investing activities of
              discontinued operations                  225               (20)
             Total net cash provided by
              (used in) investing
              activities                            12,442           (13,582)

    Cash flows from financing activities:
    Repurchase of employee stock options               -                (167)
    Repurchase of restricted shares                   (454)              -
    Capital contribution                            14,333             5,395
    Proceeds from issuance of ordinary
     shares                                             11               236
             Net cash provided by
              financing activities of
              continuing operations                 13,890             5,464

    Effect of exchange rate changes on
     cash and cash equivalents of
     continuing operations                            (347)              (35)
    Effect of exchange rate changes on
     cash and cash equivalents of
     discontinued operations                           -                  42
             Total effect of exchange
              rate changes on cash and
              cash equivalents                        (347)                7

    Net increase (decrease) in cash and
     cash equivalents of continuing
     operations                                     30,895            (3,531)
    Net increase in cash and cash
     equivalents of discontinued
     operations                                        225               198
    Net increase (decrease) in cash and
     cash equivalents                               31,120            (3,333)

    Cash and cash equivalents, beginning
     of period, of continuing operations            58,599            48,309
    Cash and cash equivalents, beginning
     of period, of discontinued
     operations                                        -                 307
    Cash and cash equivalents, beginning
     of period                                      58,599            48,616

    Cash and cash equivalents, end of
     period, of continuing operations               89,719            44,778
    Cash and cash equivalents, end of
     period, of discontinued operations                -                 505
    Cash and cash equivalents, end of
     period                                        $89,719           $45,283

    Supplemental disclosure of cash flow
     information:
    Cash paid for income taxes                     $(1,105)          $(1,004)

    Non-cash investing and financing
     activities:
    Conversion of exchangeable shares                   $2               $42



                                   OPENTV CORP.
               UNAUDITED SEGMENT INFORMATION AND RECONCILIATION OF
          CONTRIBUTION MARGIN AND ADJUSTED EBITDA TO NET INCOME / (LOSS)
                                  (In thousands)

                                         Three Months Ended  Six Months Ended
                                                June 30,          June 30,
                                             2008     2007     2008     2007
    Revenues:
    Middleware solutions
      Royalties and licenses               $16,676  $12,976  $37,209  $29,527
      Services and other                     6,866    7,239   16,396   12,471
        Subtotal - Middleware solutions     23,542   20,215   53,605   41,998
    Advertising solutions
      Royalties and licenses                 1,520    1,090    3,208    2,400
      Services and other                     1,761    1,696    3,815    3,672
        Subtotal - Advertising solutions     3,281    2,786    7,023    6,072
          Total revenues                   $26,823  $23,001  $60,628  $48,070

    Contribution margin (loss):
      Middleware solutions                  $7,940   $4,498  $21,608  $11,079
      Advertising solutions                    233     (313)     919     (858)
          Total contribution margin          8,173    4,185   22,527   10,221
    Unallocated corporate support           (5,693)  (5,167) (12,465) (10,798)
      Adjusted EBITDA before unusual items   2,480     (982)  10,062     (577)
    Restructuring and impairment costs        (581)      28     (581)      28
      Adjusted EBITDA                        1,899     (954)   9,481     (549)
    Depreciation and amortization           (1,042)    (952)  (2,076)  (1,871)
    Amortization of intangible assets       (1,025)  (1,701)  (2,050)  (3,402)
    Share-based and non-cash compensation     (434)  (1,215)  (1,849)  (2,346)
    Interest income                            637      745    1,353    1,246
    Other income (expense)                     384     (123)   2,230      (50)
    Minority interest                            8        9       16       17
      Income (loss) before income taxes        427   (4,191)   7,105   (6,955)
    Income tax expense                         406      578      769      839
      Net income (loss) from continuing
       operations                               21   (4,769)   6,336   (7,794)
    Discontinued operations:
      Net loss from discontinued
       operations                              -        (95)     -       (214)
    Net income (loss)                          $21  $(4,864)  $6,336  $(8,008)

SOURCE OpenTV Corp.