Friday, February 6, 2009

Navarre Corporation Reports Financial Results for Third Quarter of Fiscal Year 2009

MINNEAPOLIS, Feb. 5 /PRNewswire-FirstCall/ -- Navarre Corporation (Nasdaq: NAVR), a publisher and distributor of physical and digital home entertainment and multimedia products, today reported financial results for its third quarter of fiscal year 2009 ended December 31, 2008.

    -- Net sales were $171.6 million, as compared to net sales of $217.5
       million for the same period last year, a decrease of $46.0 million or
       21.1%.

    -- Operating loss during the quarter was $32.0 million, as compared to
       operating income of $8.6 million in the prior year. Operating income
       before restructuring charges (discussed below) was $2.6 million during
       the quarter. See "Use of Non-GAAP Financial Information" below.

    -- Net loss from continuing operations was $47.7 million during the
       quarter, a loss of $1.32 per diluted share; as compared to net income
       of $4.0 million, or $0.11 per diluted share in the prior year.

    -- Earnings from continuing operations, before interest, taxes,
       depreciation, amortization, share-based compensation expense, and
       restructuring charges was $4.4 million; as compared to EBITDA from
       continuing operations of $11.4 million for the same quarter last year.
       See "Use of Non-GAAP Financial Information" below.

    -- Debt, net of cash, on December 31, 2008 was $48.6 million, as compared
       to debt, net of cash, of $54.5 million on December 31, 2007.

"During the third quarter, we experienced a revenue decline due primarily to the impact of the economic downturn. In response, we have taken a number of steps to protect future earnings, including a reduction to the Company's workforce. This resulted in a $1.1 million cash restructuring charge for severance and is anticipated to result in approximately $4.2 million in cost savings in fiscal year 2010.

We have withdrawn from two businesses that have had a significant drag on earnings and asset utilization. The Company exited BCI's budget content licensing operations and will take a non-cash restructuring charge of $18.4 million in connection with the write-off of assets associated with that business. We have also exited the children's DVD market and will take a non- cash restructuring charge of approximately $8.8 million related to older licenses of children's properties. In addition, we recognized a non-cash restructuring charge of $6.2 million in connection with the impairment of goodwill and other intangible assets," commented Cary Deacon, Chief Executive Officer.

Deacon continued, "We continue to manage our balance sheet through these troubled economic times. Our year over year debt, net of cash, was reduced 11% and working capital has been reduced in line with current market conditions. We have coordinated with our lender to address these restructuring charges and have modified our credit agreement to provide adequate working capital and liquidity."

Business Segment Highlights

Publishing Segment

The publishing segment includes the results of the wholly-owned subsidiaries FUNimation, Encore and BCI. For the third quarter ended December 31, 2008, the publishing segment's net sales, before inter-company eliminations, were $24.6 million; as compared to net sales of $31.4 million in net sales, before inter-company eliminations, for the same period last year, a decrease of $6.8 million or 21.6%. See "Use of Non-GAAP Financial Information" below. On a fiscal year to date basis, the publishing segment's net sales, before inter-company eliminations, were $80.8 million; as compared to net sales of $88.0 million in net sales before inter-company eliminations for the same period last year. See "Use of Non-GAAP Financial Information" below.

During the third quarter, the Company ceased BCI's budget content licensing operations in connection with the implementation of a restructuring plan. This restructuring included a workforce reduction and the integration of BCI's exclusively distributed DVD content into the distribution segment. Additionally, the company determined that prepaid royalties, production costs and inventories in connection with several children's properties that had been licensed by FUNimation were impaired. The company took these actions in order to respond to rapidly changing retail conditions and consumer buying trends in the DVD market during the 2008 holiday sales season. This resulted in the publishing segment's recognition of approximately $34.0 million in restructuring charges during the quarter.

As BCI's remaining operations wind down, the publishing segment's financial results will primarily relate to FUNimation and Encore. Net sales, before intercompany eliminations, at FUNimation and Encore during the third quarter were $23.4 million, as compared to $26.6 million in the prior fiscal year, a decrease of 12%. Operating income before restructuring charges at FUNimation and Encore for the third quarter was approximately $5.0 million; as compared to operating income at FUNimation and Encore of $6.1 million in the third quarter of fiscal year 2008.

Distribution Segment

The distribution segment distributes PC software, DVD video and video games from third party publishers and studios, as well as from the company's publishing segment. The results of operations related to the independent music distribution business, which was sold May 31, 2007, are now reflected in discontinued operations.

For the third quarter of fiscal year 2009, the distribution segment's net sales, before inter-company eliminations, decreased by 20.6% to $162.9 million, as compared to net sales of $205.2 million for the same period last year. See "Use of Non-GAAP Financial Information" below. During the first nine months of fiscal year 2009, the distribution segment's net sales, before inter-company eliminations, were $454.5 million, as compared to net sales of $462.5 million in net sales before inter-company eliminations for the same period last year, a decrease of $8.0 million or 1.7%. See "Use of Non-GAAP Financial Information" below.

Sales of software products in the distribution segment declined by 22% in the third quarter, compared to the prior fiscal year. This resulted from reduced sell through at retail, as well as retail customers reducing inventory levels in this product category through a difficult holiday sales season. Net sales during the quarter were also adversely impacted by lost sales volume as a result of the bankruptcy of Circuit City. The Company anticipates that a portion of Circuit City's historical sales volume will migrate to its other retail customers in future periods.

"With the strategic restructuring steps that the Company has undertaken, we are well positioned to face this difficult economic environment. We expect to generate cash from earnings and to continue reducing debt during the fourth quarter of the 2009 fiscal year," concluded Cary Deacon.

Conference Call

The Company will host a conference call at 11:00 a.m. ET, Friday, February 6, 2009, to discuss its fiscal year 2009 third quarter, and year to date, financial results. The conference call can be accessed by dialing (800) 597- 7231, conference participant passcode "45977245", ten minutes prior to the scheduled start time. In addition, this call will be simultaneously broadcast live over the internet and can be accessed in the "Investors" section of the Company's web site located at http://www.navarre.com. Those wishing to access the call through the internet should go to the Company's web site fifteen minutes prior to the start time to register and download any necessary software needed to listen to the call. A replay of the conference call will be available at the Company's web site following the call's completion.

Use of Non-GAAP Financial Information

In evaluating our financial performance and operating trends, management considers information concerning our net sales before inter-company eliminations, operating income before restructuring and other charges, net income before restructuring and other charges, and earnings before interest, taxes, depreciation and amortization, and before restructuring and other charges that are not calculated in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The Company's management believes these non-GAAP measures are useful to investors because they provide supplemental information that facilitates comparisons to prior periods and for the evaluation of financial results. Management uses these non-GAAP measures to evaluate its financial results, develop budgets and manage expenditures. The method the Company uses to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Investors are encouraged to review the reconciliation of these preliminary non-GAAP financial measures to the comparable preliminary GAAP results, which is attached to this release and can also be found on the Company's web site at http://www.navarre.com.

About Navarre Corporation

Navarre(R) Corporation (Nasdaq: NAVR) is a publisher and distributor of physical and digital home entertainment and multimedia products, including PC software, DVD video, video games and accessories. Navarre licenses and publishes home entertainment and multimedia content through its Encore and FUNimation subsidiaries and has established distribution relationships with customers across a wide spectrum of retail channels. Navarre was founded in 1983 and is headquartered in New Hope, Minnesota. Additional information regarding Navarre can be found at http://www.navarre.com.

Safe Harbor

The statements in this press release that are not strictly historical are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbors provided therein. The forward-looking statements are subject to risks and uncertainties, and the actual results that the Company achieves may differ materially from these forward-looking statements due to such risks and uncertainties, including, but not limited to: difficult economic conditions that adversely affect the Company's customers and vendors; the Company's revenues being derived from a small group of customers; a pending investigation by the U.S. Securities and Exchange Commission (the "SEC") or litigation may subject the Company to significant costs; the seasonal nature of the Company's business; the potential for the Company to incur significant additional costs and to experience operational and logistical difficulties in connection with its new ERP system; the Company's dependence on significant vendors; uncertain growth in the publishing segment; the Company's ability to meet significant working capital requirements related to distributing products; and the Company's ability to compete effectively in the highly competitive distribution and publishing industries. In addition to these, a detailed statement of risks and uncertainties is contained in the Company's reports to the Securities and Exchange Commission, including in particular the Company's Form 10-K filings, as well as its other SEC filings and public disclosures.

Investors and shareholders are urged to read this press release carefully. The Company can offer no assurances that any projections, assumptions or forecasts made or discussed in this press release will be met, and investors should understand the risks of investing solely due to such projections. The forward-looking statements included in this press release are made only as of the date of this report and the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

Investors and shareholders may obtain free copies of the public filings through the website maintained by the SEC at http://www.sec.gov/ or at one of the SEC's other public reference rooms in Washington D.C., New York, New York or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information with respect to the SEC's public reference rooms.



                             NAVARRE CORPORATION
                    Consolidated Statements of Operations
                   (In thousands, except per share amounts)

                                (Unaudited)               (Unaudited)
                            Three Months Ended          Nine Months Ended
                                December 31,               December 31,
                            2008          2007          2008         2007

    Net sales             $171,580       $217,547     $483,901     $498,284
    Cost of sales
     (exclusive of
     depreciation
     and amortization)     172,734        185,913      438,699      420,606
    Gross profit (loss)     (1,154)        31,634       45,202       77,678
    Operating expenses:
      Selling and marketing  7,536          7,323       20,457       20,923
      Distribution and
       warehousing           3,538          3,592        9,468        9,648
      General and
       administrative        9,198          9,591       25,832       25,125
      Bad debt expense           -              -          200           85
      Depreciation and
       amortization          4,330          2,506        9,027        7,047
      Goodwill and
       intangible impairment 6,209              -       79,621            -
    Total operating
     expenses               30,811         23,012      144,605       62,828
    Income (loss) from
     operations            (31,965)         8,622      (99,403)      14,850
    Other income
     (expense):
      Interest
       expense (1)          (1,427)        (1,778)      (3,875)      (4,857)
      Interest income           20             43           49          167
      Other income
       (expense), net         (766)            60       (1,087)         431
    Income (loss) from
     continuing operations
     before tax            (34,138)         6.947     (104,316)      10,591
    Income tax benefit
     (expense)             (13,586)        (2,938)      12,711       (4,454)

    Net income (loss)
     from continuing
     operations            (47,724)         4,009      (91,605)       6,137
    Discontinued
     operations, net
     of tax
      Gain on sale of
       discontinued
       operations                -             70            -        4,714
      Loss from
       discontinued
       operations                -           (176)           -       (1,879)
    Net income (loss)     $(47,724)        $3,903     $(91,605)      $8,972


    Basic earnings (loss)
     per common share:
      Continuing
       operations           $(1.32)         $0.11       $(2.53)       $0.17
      Discontinued
       operations                -              -            -         0.08
      Net income (loss)     $(1.32)         $0.11       $(2.53)       $0.25
    Diluted earnings
     (loss) per common
     share:
      Continuing
       operations           $(1.32)         $0.11       $(2.53)       $0.17
      Discontinued
       operations                -              -            -         0.08
      Net income (loss)     $(1.32)         $0.11       $(2.53)       $0.25
    Weighted average
     shares outstanding:
      Basic                 36,216         36,143       36,198       36,080
      Diluted               36,216         36,257       36,198       36,281

    (1) Fiscal year 2009 nine months interest expense includes approximately
        $950,000 of a non-cash write off of debt acquisition costs.



                             NAVARRE CORPORATION
                     Consolidated Condensed Balance Sheet
                                (In thousands)

                                    (Unaudited)    (Unaudited)
                                    December 31,   December 31,    March 31,
                                       2008           2007           2008
    Assets
    Current assets:
      Cash and cash equivalents        $132          $4,248        $4,445
      Accounts receivables, net      89,149         116,171        76,806
      Inventories                    34,602          50,823        32,654
      Assets of discontinued
       operations                         -             210             -
      Other                          22,679          23,636        23,661

    Total current assets            146,562         195,088       137,566
    Property and equipment, net      16,994          17,342        17,181
    Goodwill                          3,109          81,697        81,697
    Other assets                     47,055          45,037        47,018

    Total assets                   $213,720        $339,164      $283,462

    Liabilities and shareholders'
     equity
    Current liabilities:
      Note payable - line of
       credit                       $48,689         $48,917       $31,314
      Note payable - short-term           -             150           150
      Accounts payable              109,068         129,741        92,199
      Liabilities of discontinued
       operations                         -             846             -
      Other                          19,551          17,992        18,257

    Total current liabilities       177,308         197,646       141,920
    Long-term liabilities:
      Note payable - long-term            -           9,632         9,594
      Other                           2,818           8,463         7,537

    Total liabilities               180,126         215,741       159,051
      Shareholders' equity           33,594         123,423       124,411

    Total liabilities and
     shareholders' equity          $213,720        $339,164      $283,462



                             NAVARRE CORPORATION
               Consolidated Condensed Statements of Cash Flows
                                (In thousands)

                                                          (Unaudited)
                                                       Nine Months Ended
                                                          December 31,
                                                       2008          2007


    Net cash used in operating activities            $(8,826)       $(3,020)
    Net cash used in investing activities             (1,384)       (11,252)
    Net cash provided by financing activities          5,897          4,599
    Net decrease in cash from continuing operations   (4,313)        (9,673)
    Net cash provided by discontinued operations           -         12,955
    Net (decrease) increase in cash                   (4,313)         3,282
    Cash at beginning of period                        4,445            966

    Cash at end of period                               $132         $4,248



                             NAVARRE CORPORATION
                           Supplemental Information
                                (In thousands)
                                 (Unaudited)

  Reconciliation of Net Sales Before Inter-Company Eliminations to GAAP Net
                    Sales and Business Segment Information

                                   Three Months Ended December 31,

                             2008            %           2007           %
    Net sales:
      Publishing           $24,567         13.1%       $31,354        13.3%
      Distribution         162,904         86.9%       205,221        86.7%
    Net sales before inter-
     company eliminations  187,471                     236,575
    Inter-company
     eliminations          (15,891)                    (19,028)
    Net sales as reported $171,580                    $217,547


    Income (loss) from
     continuing operations:
      Publishing          $(30,940)                     $5,730
      Distribution          (1,025)                      2,892
    Consolidated income
     (loss) from
     continuing
     operations           $(31,965)                     $8,622



                                    Nine Months Ended December 31,

                             2008            %           2007           %
    Net sales:
      Publishing           $80,779         15.1%       $88,020        16.0%
      Distribution         454,457         84.9%       462,502        84.0%
    Net sales before inter-
    company eliminations   535,236                     550,522
      Inter-company
       eliminations        (51,335)                    (52,238)
    Net sales as reported $483,901                    $498,284


    Income (loss) from
     continuing operations:
      Publishing          $(97,801)                    $10,007
      Distribution          (1,602)                      4,843
    Consolidated income
     (loss) from
     continuing
     operations           $(99,924)                    $14,850


Reconciliation of GAAP Statement of Operations to Statement of Operations Before Restructuring and Other Charges For the Three Months Ended December 31,

                                     2008

                   Consolidated  %     Publishing    %   Distribution  %

    Gross margin:    $(1,154)  (0.7%)  $(15,351)  (62.5%)  $14,197    8.7%
    Restructuring
     and other
     charges          25,264   14.7%     25,264   102.8%         -       -
    Gross margin
     before
     restructuring
     and other
     charges         $24,110   14.0%     $9,913    40.3%   $14,197    8.7%


    Operating
     expenses:       $30,811   18.0%    $15,589    63.5%   $15,222    9.3%
    Restructuring
     and other
     charges           9,318    5.4%      8,727    35.5%       591    0.3%
    Operating
     expenses before
     restructuring
     and other
     charges         $21,493   12.6%     $6,862    28.0%   $14,631    9.0%


    Operating
     income
     (loss):        $(31,965)          $(30,940)           $(1,025)
    Restructuring
     and other
     charges          34,582             33,991                591
    Operating income
     (loss) before
     restructuring
     and other
     charges          $2,617             $3,051              $(434)


Reconciliation of GAAP Statement of Operations to Statement of Operations Before Restructuring and Other Charges For the Nine Months Ended December 31,

                                     2008

                   Consolidated  %     Publishing    %   Distribution  %

    Gross margin:    $45,202    9.3%     $5,534     6.9%   $39,668    8.7%
    Restructuring
    and other charges 25,264    5.2%     25,264    31.3%         -       -
    Gross margin
     before
     restructuring
     and other
     charges         $70,466   14.5%    $30,798    38.2%   $39,668    8.7%


    Operating
     expenses:      $144,605   29.9%   $103,335   127.9%   $41,270    9.1%
    Restructuring
     and other
     charges          82,731   17.1%     82,140   101.7%       591    0.1%
    Operating
     expenses
     before
     restructuring
     and other
     charges         $61,874   12.8%    $21,195    26.2%   $40,679    9.0%


    Operating income
     (loss):        $(99,403)          $(97,801)           $(1,602)
    Restructuring
     and other
     charges         107,995            107,404                591
    Operating income
     (loss) before
     restructuring
     and other
     charges          $8,592             $9,603            $(1,011)



   Reconciliation of Net Income from Continuing Operations to EBITDA Before
                       Restructuring and Other Charges

                             Three Months Ended         Nine Months Ended
                                December 31,               December 31,
                             2008          2007         2008           2007
    Net income (loss)
     from continuing
     operations, as
     reported             $(47,724)       $4,009      $(91,605)      $6,137
      Interest expense
       (income), net         1,407         1,735         3,826        4,690
      Income tax
       (benefit) expense    13,586         2,938       (12,711)       4,454
      Depreciation and
       amortization          2,301         2,506         6,998        7,047
      Share-based
       compensation            286           259           787          826
      Restructuring and
       other charges        34,582             -       107,994            -
    EBITDA before
     restructuring and
     other charges          $4,438       $11,447       $15,289      $23,154