10-Q 1 v139749_10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q

(Mark One)

þ   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended December 31, 2008 or

o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from _______to_______

Commission file number       001-33468  

Point.360 
(Exact Name of Registrant as Specified in Its Charter)

California
(State or other jurisdiction of
incorporation or organization)
01-0893376
(I.R.S. Employer Identification No.)
2777 North Ontario Street, Burbank, CA
(Address of principal executive offices)
91504
(Zip Code)

(818) 565-1400 
(Registrant’s Telephone Number, Including Area Code)
 

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ  Yes                ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer    o
Accelerated filer   o
Non-accelerated filer   o
Smaller reporting company    þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o  Yes                þ  No

As of December 31, 2008, there were 10,391,500 shares of the registrant’s common stock outstanding.

 
 
 

PART I – FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
POINT.360
CONSOLIDATED BALANCE SHEETS

   
June 30,
    
December 31,
  
 
  
2008
    
2008
  
         
(unaudited)
  
Assets
            
Current assets:
            
Cash and cash equivalents
   $ 13,056,000     $ 8,252,000  
Accounts receivable, net of allowances for doubtful accounts of $541,000 and $555,000, respectively
     6,971,000       9,269,000  
Inventories, net
     502,000       402,000  
Prepaid expenses and other current assets
     667,000       713,000  
Prepaid income taxes
     1,441,000       1,778,000  
Deferred income taxes
     490,000       490,000  
Total current assets
     23,127,000       20,903,000  
                 
Property and equipment, net
     8,667,000       15,319,000  
Deferred income taxes
     210,000       428,000  
Other assets, net
     533,000       352,000  
Goodwill
     9,820,000       9,961,000  
Total assets
   $ 42,358,000     $ 46,964,000  
                 
Liabilities and Shareholders’ Equity
                
Current liabilities:
                
Accounts payable
   $ 1,716,000     $ 1,626,000  
Accrued wages and benefits
     2,109,000       1,431,000  
Other accrued expenses
     816,000       1,108,000  
Current portion of borrowings under notes payable
     1,810,000       1,920,000  
Current portion of deferred gain on sale of real estate
     178,000       178,000  
                 
Total current liabilities
     6,631,000       6,263,000  
                 
Notes payable, less current portion
     2,839,000       7,908,000  
Deferred gain on sale of real estate, less current portion
     2,089,000       2,000,000  
                 
Total long-term liabilities
     4,928,000       9,908,000  
                 
Total liabilities
     11,558,000       16,171,000  
                 
Commitments and contingencies
     -       -  
                 
Shareholders’ equity
                
Preferred stock – no par value; 5,000,000 shares authorized; none outstanding
     -       -  
Common stock – no par value; 50,000,000 shares authorized; 10,553,410 and 10,391,500 shares issued and outstanding, respectively
     21,583,000       21,337,000  
Additional paid-in capital
     9,320,000       9,437,000  
Retained earnings (deficit)
     (103,000 )     19,000  
Total shareholders’ equity
     30,800,000       30,793,000  
                 
Total liabilities and shareholders’ equity
   $ 42,358,000     $ 46,964,000  

See accompanying notes to consolidated financial statements.

 
2
 

POINT.360

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
 
   
Three Months Ended
December 31,
    
Six Months Ended
December 31
  
                         
   
2007
    
2008
    
2007
    
2008
  
                         
Revenues
   $ 12,141,000     $ 12,079,000     $ 22,501,000     $ 23,445,000  
Cost of services
     (8,248,000 )     (7,753,000 )     (16,238,000 )     (15,389,000 )
                                 
Gross profit
     3,893,000       4,326,000       6,263,000       8,056,000  
Selling, general and administrative expense
     (3,820,000 )     (3,993,000 )     (7,145,000 )     (7,701,000 )
Restructuring costs
     -       -       (513,000 )     -  
                                 
Operating income (loss)
     73,000       333,000       (1,395,000 )     355,000  
Interest expense
     (145,000 )     (195,000 )     (315,000 )     (325,000 )
Interest income
     119,000       20,000       224,000       44,000  
Other income (expense)
     26,000       138,000       26,000       138,000  
                                 
Income (loss) before income taxes
     73,000       297,000       (1,460,000 )     212,000  
(Provision for) benefit from  income taxes
     55,000       (130,000 )     278,000       (91,000 )
                                 
Net income (loss)
   $ 128,000     $ 167,000     $ (1,182,000 )   $ 121,000  
                                 
Earnings (loss) per share:
                                
Basic:
                                
Net income (loss)
   $ 0.01     $ 0.02     $ (0.11 )   $ 0.01  
Weighted average number of shares
     10,553,410       10,437,323       10,553,410       10,470,947  
                                 
Diluted:
                                
Net income (loss)
   $ 0.01     $ 0.02     $ (0.11 )   $ 0.01  
Weighted average number of shares including the dilutive effect of stock options
     10,553,410       10,437,787       10,553,140       10,471,473  

See accompanying notes to consolidated financial statements.

 
3
 

POINT.360

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Six Months Ended
December 31,
  
   
2007
    
2008
  
             
Cash flows from operating activities:
            
Net income (loss)
   $ (1,182,000 )   $ 121,000  
Stock based compensation expense
     -       117,000  
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation and amortization
     2,318,000       2,457,000  
Provision for doubtful accounts
     19,000       14,000  
Changes in assets and liabilities:
                
(Increase) in accounts receivable
     (1,354,000 )     (2,312,000 )
Decrease in inventories
     35,000       100,000  
(Increase) in prepaid expenses and other current assets
     (258,000 )     (382,000 )
(Increase) decrease in other assets
     (36,000 )     205,000  
(Increase) in deferred tax asset
     54,000       (218,000 )
Increase (decrease) in accounts payable
     92,000       (90,000 )
(Decrease) in accrued expenses
     (128,000 )     (657,000 )
Increase (decrease) in income taxes payable
     (109,000 )      270,000  
                 
Net cash (used in) operating activities
     (549,000 )      (375,000 )
                 
Cash used in investing activities:
                
Capital expenditures
     (696,000 )     (8,834,000 )
Investment in Acquisitions
     -        (440,000 )
Net cash used in investing activities
     (696,000 )      (9,274,000 )
                 
Cash flows provided by  (used in) financing activities:
                
Amortization of deferred gain on sale of real estate.
     (96,000 )     (89,000 )
Stock compensation and stock buyback
     -       (245,000 )
Decrease in invested equity
     7,128,000       -  
Increase (decrease) in notes payable
     (332,000 )     5,082,000  
Repayment of capital lease
     (3,000 )     (1,000 )
Acquisition of capital lease
     -        98,000  
Net cash provided by (used in) financing activities
     6,697,000       4,845,000  
                 
Net increase (decrease) in cash
     5,452,000       (4,804,000 )
Cash and cash equivalents at beginning of period
     7,302,000       13,056,000  
                 
Cash and cash equivalents at end of period
   $ 12,754,000     $ 8,252,000  
                 
Supplemental disclosure of cash flow information  -
Cash paid for:
                
Interest
   $ 248,000     $ 260,000  
Income tax
   $ 6,000     $ 375,000  

See accompanying notes to consolidated financial statements.

 
4
 

POINT.360

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 31, 2008

NOTE 1 - THE COMPANY
 
The Company provides high definition and standard definition digital mastering, data conversion, video and film asset management and sophisticated computer graphics services to owners, producers and distributors of entertainment and advertising content.  The Company provides the services necessary to edit, master, reformat, convert, archive and ultimately distribute its clients’ film and video content, including television programming feature films and movie trailers.  The Company’s interconnected facilities provide service coverage to all major U.S. media centers.
 
The Company seeks to capitalize on growth in demand for the services related to the distribution of entertainment content, without assuming the production or ownership risk of any specific television program, feature film or other form of content.  The primary users of the Company’s services are entertainment studios and advertising agencies that choose to outsource such services due to the sporadic demand of any single customer for such services and the fixed costs of maintaining a high-volume physical plant.
 
On August 14, 2007, pursuant to the terms of an Agreement and Plan of Merger and Reorganization among DG FastChannel, Inc. (“DG FastChannel”), Point.360 (“Old Point.360”) and New 360 (“the Company”), a wholly owned subsidiary of  Old Point.360, (the “Merger Agreement”),  Old Point.360 was merged into DG FastChannel, with DG FastChannel continuing as the surviving corporation (the “Merger”).  Subsequent to the Merger, the Company changed its name back to Point.360.
 
On August 13, 2007,  prior to the completion of the Merger,  (1) Old Point.360 contributed to the Company (the “Contribution”) all of the assets used by Old Point.360 in its post-production business and all other assets owned, licensed, or leased by Old Point.360 that were not used exclusively in connection with the business of Old Point.360 representing advertising agencies, advertisers, brands, and other media companies which require services for short-form media content (the “ADS Business”), with the Company assuming certain liabilities of Old Point.360 and (2) Old Point.360 distributed to its shareholders on a pro rata basis all of the outstanding common stock of  the Company (the “Spin-Off”).
 
In the Spin-off, each Old Point.360 shareholder received one share of Company common stock (and a related preferred share purchase right)  for each share of Old Point.360 common stock held by the shareholder as of the record date of August 7, 2007.  As a result of the Contribution and the Spin-off, the assets and liabilities of Old Point.360 acquired by DG FastChannel in the Merger consisted only of those assets and liabilities exclusively related to the ADS Business.  Immediately after the completion of the Spin-off, DG FastChannel contributed to the Company shares of the Company common stock that it received in the Spin-off as a shareholder of Old Point.360.  As a result of the Spin-off, the Company became a publicly held company whose common stock is traded on the NASDAQ Global Market and is registered under Section 12 of the Securities Exchange Act of 1934.
 
The accompanying Consolidated Financial Statements include the accounts and transactions of the Company, including those of the Company’s only subsidiary, International Video Conversions, Inc. (“IVC”).  The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  All intercompany balances and transactions have been eliminated in the consolidated Financial Statements.
 
The Company’s consolidated results of operations, financial position and cash flow may not be indicative of its future performance and do not necessarily reflect what the consolidated results of operations, financial position and cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented, including changes in its operations and capitalization as a result of the separation and distribution form Old Point.360.
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles and the Securities and Exchange Commission’s rules and regulations for reporting interim financial statements and footnotes.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three month and six month periods ended December 31, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2009.  These financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s Form 10-K for the period ended June 30, 2008.
 
Earnings Per Share
 
The weighted number of shares outstanding reflects the dilutive effect of stock options outstanding.

 
5
 
 
NOTE 2 - LONG TERM DEBT AND NOTES PAYABLE
 
On December 30, 2005, Old Point.360 entered into a new $10 million term loan agreement.  The term loan provides for interest at LIBOR (2.59% as of December 31, 2008) plus 3.15%, or 5.74% on that date, and is secured by equipment.  The term loan will be repaid in 60 equal monthly principal payments plus interest.  Proceeds of the term loan were used to repay a previously existing term loan.  In March 2006, Old Point.360 prepaid $4 million of the term loan.  Monthly principal payments were subsequently reduced pro rata.
 
On March 30, 2007, Old Point.360 entered into an additional $2.5 million term loan agreement. The loan provides for interest at 8.35% per annum and is secured by equipment. The loan will be repaid in 45 equal monthly installments of principal and interest.
 
The Company assumed both term loan agreements upon the Spin-off.
 
In August 2007, the Company entered into a new credit agreement which provides up to $8 million of revolving credit.  The two-year agreement provides for interest at either (i) prime (3.25% as of December 31, 2008) minus 0% - 1.00% or (ii) LIBOR plus 1.5% - 2.5%, depending on the level of the Company’s ratio of outstanding debt to fixed charges (as defined), or 2.50% and 3.93%, respectively, on  December 31, 2008.  The facility is secured by all of the Company’s assets, except for equipment securing the term loans.  The revolving credit agreement requires the Company to comply with various financial and business covenants.  There are cross default provisions contained in both the revolving and term loan agreements.  No amount was outstanding under the credit agreement as of December 31, 2008.

In July 2008, the Company entered into a Promissory Note with a bank (the “Note”) in order to purchase land and a building that has been occupied by the Company since 1998 (the total purchase price was approximately $8.1 million, of which $2.4 million was allocated to land).  Pursuant to the Note, the Company borrowed $6,000,000 payable in monthly installments of principal and interest on a fully amortized bases over 30 years at an initial five-year interest rate of 7.1% and thereafter at a variable rate equal to LIBOR plus 3.6% (6.19% as of December 31, 2008).  The mortgage debt is secured by the land and building.

NOTE 3- SALE OF REAL ESTATE
 
In March 2006, Old Point.360 entered into a sale and leaseback transaction with respect to its Media Center vaulting real estate.  The real estate was sold for approximately $14.0 million resulting in a $1.3 million after tax gain.  Additionally, Old Point.360 received $0.5 million from the purchaser for improvements.  In accordance with SFAS No. 28, “Accounting for Sale and Leasebacks,” the gain will be amortized over the initial 15-year lease term as reduced rent.  Net proceeds at the closing of the sale and improvement advance (approximately $13.8 million) were used to pay off the mortgage and other outstanding debt.
 
All rights and obligations under the lease were transferred to the Company in the Spin-off.  The lease is treated as an operating lease for financial reporting purposes.  After the initial lease term, the Company has four five-year options to extend the lease. Minimum annual rent payments for the initial five years of the lease are $1,111,000, increasing annually thereafter based on the Consumer Price Index change from year to year.

NOTE 4- CONTINGENCIES

From time to time the Company may become a party to other legal actions and complaints arising in the ordinary course of business, although it is not currently involved in any such material legal proceedings.

NOTE 5- INCOME TAXES

In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No.48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“FAS 109”). This interpretation prescribes a recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company assumed all liability for income taxes of Old Point.360 related to operations prior to the Spin-off and Merger.  Effectively, the Company therefore adopted FIN 48, effective January 1, 2007. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal state or local income tax examinations by tax authorities for years before 2002. The Company has analyzed its filing positions in all of the federal and state jurisdictions where it is required to file income tax returns. Old Point.360, and consequently, the Company, were last audited by New York taxing authorities for the years 2002 through 2004 resulting in no change.  Old Point.360 and, consequently, the Company, was previously notified by the U.S Internal Revenue Service of its intent to audit the calendar 2005 tax return.  The audit has since been cancelled by the IRS without change; however, the audit could be reopened at the IRS’ discretion.  Upon the implementation of FIN 48, the Company did not recognize any increase in the liability for unrecognized tax benefits. In addition, the Company did not record a cumulative effect adjustment related to the adoption of FIN 48.

 
6
 

NOTE 6- STOCK OPTION PLAN, STOCK-BASED COMPENSATION

In May 2007, the Board of Directors approved the 2007 Equity Incentive Plan (the “2007 Plan”).  The 2007 Plan provides for the award of options to purchase up to 2,000,000 shares of common stock, appreciation rights and restricted stock awards.
 
Under the 2007 Plan, the stock option price per share for options granted is determined by the Board of Directors and is based on the market price of the Company’s common stock on the date of grant, and each option is exercisable within the period and in the increments as determined by the Board, except that no option can be exercised later than ten years from the grant date.  The stock options generally vest in one to five years.
 
The Company has adopted SFAS 123(R) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values.  SFAS 123(R) requires companies to estimate the fair value of the award that is ultimately expected to vest to be recognized as expense over the requisite service periods in our Consolidated Statements of Income (Loss).
 
SFAS 123(R) requires companies to estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Income (Loss).  Stock-based compensation expense recognized in the Consolidated Statements of Income (Loss) for the quarter and six months ended December 31, 2008 included compensation expense for the share-based payment awards based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).  For stock-based awards issued to employees and directors, stock-based compensation is attributed to expense using the straight-line single option method.  As stock-based compensation expense recognized in the Statements of Consolidated Income (Loss) for the periods reported in this Form 10-Q is based on awards expected to vest, SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the periods being reported in this Form 10-Q, expected forfeitures are immaterial. The Company will re-assess the impact of forfeitures if actual forfeitures increase in future quarters.  Stock-based compensation expense related to employee or director stock options recognized for the three and six month periods ended December 31, 2008 was $66,000 ($37,000 net of tax benefit) and $117,000 ($67,000 net of tax benefit), respectively.

The Company’s determination of fair value of share-based payment awards to employees and directors on the date of grant uses the Black-Scholes model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables.  These variables include, but are not limited to, the expected stock price volatility over the expected term of the awards, and actual and projected employee stock options exercise behaviors. The Company estimates expected volatility using historical data. The expected term is estimated using the “safe harbor” provisions under SAB 110.

During the quarter and six months ended December 31, 2008, the Company granted awards of stock options for 30,000 shares at a market price of $1.37 per share.  No stock options were granted in the three and six month periods ended December 31, 2007.  As of December 31, 2008, there were options outstanding to acquire 1,070,600 shares at an average exercise price of $1.78 per share.  The estimated fair value of all awards granted during the three months ended December 31, 2008 was $16,000.   The fair value of each option was estimated on the date of grant using the Black-Scholes option–pricing model with the following weighted average assumptions:

Risk-free interest rate
     0.35 %
Expected term (years)
     5.0  
Volatility
     44 %
Expected annual dividends
     -  
 
The following table summarizes the status of the 2007 Plan as of December 31, 2008:

Options originally available
     2,000,000  
Stock options outstanding
     1,070,600  
Options available for grant
     929,400  

 
7
 

Transactions involving stock options are summarized as follows:
 
   
Number
of Shares
    
Weighted Average
Exercise Price
  
             
Balance at June 30, 2008
     1,045,600     $ 1.79  
                 
Granted
     -       -  
Exercised
     -       -  
Cancelled
     -       -  
                 
Balance at September 30, 2008
     1,045,600     $ 1.79  
Granted
     30,000       1.37  
Exercised
     -       -  
Cancelled
      (5,000 )     1.79  
                 
Balance at December 31, 2008
      1,070,600     $ 1.78  

As of December 31, 2008, the total compensation costs related to non-vested awards yet to be expensed was approximately $0.7 million to be amortized over the next four years.

The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of December 31, 2008 were as follows:

As of June 30, 2008
  
Number of
Shares
    
Weighted Average
Exercise Price
    
Weighted Average
Remaining
Contractual Life
(Years)
    
Intrinsic
Value
  
                         
Employees – Outstanding
      945,600     $ 1.79       4.63     $ -  
Employees – Expected to Vest
     851,040     $ 1.79       4.63     $ -  
Employees – Exercisable
     -     $ -       -     $ -  
                                 
Non-Employees-Outstanding
     100,000     $ 1.79       4.63     $ -  
Non-Employees-Vested
     -     $ -       4.63     $ -  
Non-Employees-Exercisable
     -     $ -       -     $ -  

As of December 31, 2008
  
Number of
Shares
    
Weighted Average
Exercise Price
    
Weighted Average
Remaining
Contractual Life
(Years)
    
Intrinsic
Value
  
                         
Employees – Outstanding
      940,600     $ 1.79       4.12     $ -  
Employees – Expected to Vest
     851,040     $ 1.79       4.12     $ -  
Employees – Exercisable
     -     $ -       -     $ -  
                                 
Non-Employees – Outstanding
      130,000     $ 1.69       4.30     $ -  
Non-Employees – Vested
     30,000     $ 1.37       4.87     $ -  
Non-Employees – Exercisable
     30,000     $ 1.37       4.87     $ -  

 
8
 

Additional information with respect to outstanding options as of December 31, 2008 is as follows (shares in thousands):

     
Options Outstanding
        
Options Exercisable
  
Options Exercise
Price Range
    
Number of
Shares
  
Weighted Average
Remaining
Contractual Life
  
Weighted Average
Exercise Price
    
Number of
Shares
    
Weighted Average
Exercise Price
  
$ 1.79       1,040  
4.1 Years
   $ 1.79       -     $ 1.79  
  1.37       30  
4.9 Years
     1.37       30       1.37  

We have elected to adopt the detailed method provided in SFAS 123(R) for calculating the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

NOTE 7- STOCK RIGHTS PLAN

In July 2007, the Company implemented a stock rights program.  Pursuant to the program, stockholders of record on August 7, 2007, received a dividend of one right to purchase for $10 one one-hundredth of a share of a newly created Series A Junior Participating Preferred Stock.  The rights are attached to the Company’s Common Stock and will also become attached to shares issued subsequent to August 7, 2007.  The rights will not be traded separately and will not become exercisable until the occurrence of a triggering event, defined as an accumulation by a single person or group of 20% or more of the Company’s Common Stock.  The rights will expire on August 6, 2017 and are redeemable at $0.0001 per right.

After a triggering event, the rights will detach from the Common Stock.  If the Company is then merged into, or is acquired by, another corporation, the Company has the opportunity to either (i) redeem the rights or (ii) permit the rights holder to receive in the merger stock of the Company or the acquiring company equal to two times the exercise price of the right (i.e., $20).  In the latter instance, the rights attached to the acquirer’s stock become null and void.  The effect of the rights program is to make a potential acquisition of the Company more expensive for the acquirer if, in the opinion of the Company’s Board of Directors, the offer is inadequate.

No triggering events occurred in the six months ended December 31, 2008.

NOTE 8- SHAREHOLDER’S EQUITY

The following table analyzes the components of shareholders’ equity from June 30, 2008 to September 30, 2008 (in thousands):

   
Common
Stock
    
Paid-in
Capital
    
Retained
Earnings
    
Shareholders’
Equity
  
                         
Balance, June 30, 2008
   $ 21,583     $ 9,320     $ (103 )   $ 30,800  
FAS 123R option expense
     -       51       -       51  
Net income (loss)
     -       -       (45 )     (45 )
Stock buyback
      (94 )     -       -        (94 )
Balance, September 30, 2008
     21,488       9,371       (148 )     30,711  

FAS 123R option expense
     -     $ 66     $ -       66  
Net income (loss)
     -       -       167       167  
Stock buyback
     (151 )     -       -        (151 )
Balance, December 31, 2008
   $ 21,337     $ 9,437     $ 19     $  30,973  

NOTE 9- RESTRUCTURING CHARGE

In the first quarter of fiscal 2008, in conjunction with the completion of the Merger and Spin-off transactions, we decided to close down one of our post production facilities.  Future costs associated with the facility lease and certain severance payments totaling $513,000 were treated as restructuring costs.

 
9
 

NOTE 10- STOCK REPURCHASE PLAN

In February 2008, the Company’s Board of Directors authorized a stock repurchase program.  Under the stock repurchase program, the Company may purchase outstanding shares of its common stock on the open market at such times and prices determined in the sole discretion of management.  During the three and six month periods ended December 31, 2008, the Company purchased 101,910 and 161,910 shares for $151,000 and $246,000, respectively.  In January and February 2009, the Company purchased an additional 4,600 shares for $6,000.

NOTE 11- ACQUISITION

On November 1, 2008, the Company acquired the assets and business of Video Box Studios, Inc., for $315,000 and the assumption of $98,000 of capital lease obligations.  Of the total purchase price, $275,000 was allocated to machinery and equipment, $24,000 to a covenant not to compete and the balance to goodwill.

NOTE 12- POTENTIAL ACQUISITION
 
On September 29, 2008, the Company and Centerstaging Musical Productions, Inc. (“CMPI”) entered an Asset Purchase Agreement (the “Agreement”) whereby the Company intends to acquire certain assets of CMPI for $3 million and the assumption of up to $1.3 million of equipment financing obligations subject to bankruptcy court approval and overbid in CMPI’s pending Chapter 11 bankruptcy case.  The Company was approved as the “stalking horse” bidder pursuant to a motion to approve sale procedures in the United States Bankruptcy Court.
 
CMPI is primarily engaged in the business of (i) providing production and support services for live musical performances for major television programs; (ii) renting its studio and soundstage facilities, and (iii) renting musical instruments and related equipment for use at its studios and other venues as debtor and debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.  The Agreement provides that CMPI will sell, transfer, convey, assign and deliver to the Company, in accordance with Section 363 and 365 and the other applicable provisions of the Bankruptcy Code, certain assets and liabilities of CMPI upon the terms and subject to the conditions set forth in the Agreement.
 
The proposed sale of CMPI’s assets to the Company was subject to overbid pursuant to sale procedures approved by the Bankruptcy Court and any sale will be pursuant to a Sale Order of the Bankruptcy Court approving such sale under Section 363 of the Bankruptcy Code and will include the assumption and assignment of certain executory contracts, unexpired leases and liabilities thereunder pursuant to Section 365 of the Bankruptcy Code and the terms and conditions of the Agreement.  Another party offered to purchase the CMPI assets for an amount in excess of that proposed by the Company, and the Court approved the sale.  The sale failed to close by the December 31, 2008 deadline established by the Court.  The Company is once again considering the purchase and may submit a new offer to the Court.
 
Any new offer will be conditioned upon the approval of the bankruptcy court.  Additionally, the Company’s obligation to complete a purchase will be subject to satisfactory negotiation of real estate and personal property leases and other conditions.   There can be no assurance that the transaction will ultimately be approved by the Bankruptcy Court and completed.
 
NOTE 13- PROPERTY AND EQUIPMENT:
 
Property and equipment as of December 31, 2008 consists of the following:
 
Land
     2,406,000  
Building
     5,716,000  
Machinery and equipment
     33,686,000  
Leasehold improvements
     6,864,000  
Computer equipment
     6,402,000  
Equipment under capital lease
     285,000  
Office equipment, CIP
     599,000  
Less accumulated depreciation and amortization
     (40,639,000 )
Property and equipment, net
   $ 15,319,000  

 
10
 
 
POINT.360
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Except for the historical information contained herein, certain statements in this quarterly report are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, which involve certain risks and uncertainties, which could cause actual results to differ materially from those discussed herein, including but not limited to competition, customer and industry concentration, dependence on technological developments, risks related to expansion, dependence on key personnel, fluctuating results and seasonality and control by management.
 
See the relevant portions of  the Company's documents filed with the Securities and Exchange Commission and Risk Factors in Item 1A of Part II of this Form 10-Q for a further discussion of these and other risks and uncertainties applicable to the Company's business.
 
Overview
 
Point.360 is one of the largest providers of video and film asset management services to owners, producers and distributors of entertainment content.  We provide the services necessary to edit, master, reformat and archive our clients’ film and video content, including television programming, feature films and movie trailers using electronic and physical means. Clients include major motion picture studios and independent producers.
 
We operate in a highly competitive environment in which customers desire a broad range of services at a reasonable price.  There are many competitors offering some or all of the services provided by us.  Additionally, some of our customers are large studios, which also have in-house capabilities that may influence the amount of work outsourced to companies like Point.360. We attract and retain customers by maintaining a high service level at reasonable prices.
 
We have an opportunity to expand our business by establishing closer relationships with our customers through excellent service at a competitive price and adding to our service offering.  Our success is also dependent on attracting and maintaining employees capable of maintaining such relationships.  Also, growth can be achieved by acquiring similar businesses (for example, the acquisitions of IVC in July 2004 and Eden FX in March 2007) that can increase revenues by adding new customers, or expanding current services to existing customers.
 
Our business generally involves the immediate servicing needs of our customers.  Most orders are fulfilled within several days, with occasional larger orders spanning weeks or months.  At any particular time, we have little firm backlog.
 
We believe that our interconnected facilities provide the ability to better service customers than single-location competitors.  We will look to expand both our service offering and geographical presence through acquisition of other businesses or opening additional facilities.

Three Months Ended December 31, 2008 Compared To Three Months Ended December 31, 2007

Revenues.  Revenues were $12.1 million for the three months ended December 31, 2008, compared to $12.1 million for the quarter ended December 31, 2007.  The current period revenues were similar to the previous four calendar quarters.  No unusual trends have been noted; however, revenues may come under some downward pressure in the future due to lower prices that might occur if major studios reduce output due to current difficult economic considerations and other competitors reduce pricing to compete for our business.

Gross Profit.  In 2008, gross margin was 35.8% of sales, compared to 32.1% for the same period last year. The increase in gross profit percentage is due to lower wage costs as a percentage of sales.  In addition, facility costs declined due to the elimination of lease costs associated with previously occupied real estate purchased earlier in fiscal year.  From time to time, we will increase staff capabilities to satisfy potential customer demand. If the expected demand does not materialize, we will adjust personnel levels.  We expect gross margins to fluctuate in the future as the sales mix changes.
 
Selling, General and Administrative Expense.  SG&A expense was $4.0 million (33.1% of sales) in the 2008 period as compared to $3.8 million (31.5% of sales) in 2007.  We expect SG&A expenses to remain at similar levels in future quarters.

 
11
 

Operating Income.   Operating income was $0.3 million in 2008 compared to a $0.1 million in 2007.
 
Interest Expense.  Net interest expense in the current quarter was $0.2 million, compared to $0.1 million in the prior year period.  The increase is due to a mortgage related to real estate purchase in July 2008.
 
Other Income.   During the current period, the Company realized $0.1 million of income from the sale of equipment.
 
Net Income.  Net income for the current quarter was $0.2 million compared to a $0.1 million in the prior year’s quarter.
 
Six Months Ended December 31, 2008 compared to Six Months Ended December 31, 2007

Revenues.  Revenues were $23.4 million for the six months ended December 31, 2008, compared to $22.5 million for the period ended December 31, 2007.  We expect revenues to come under some downward pressure in the future if major studios reduce output due to current difficult financial conditions and other competitors reduce prices to compete for our business.  However, we continue to invest in high definition capabilities where demand is expected to grow. We believe our high definition service platform will attract additional business in the future.

Gross Profit.  In 2008, gross margin was 34.4% of sales, compared to 27.8% for the same period last year. The increase in gross profit percentage is due to lower wages and benefits.  From time to time, we will increase staff capabilities to satisfy potential customer demand. If the expected demand does not materialize, we will adjust personnel levels.  In addition, facility costs declined due to the elimination of lease costs associated with previously occupied real estate purchased during the period.  We expect gross margins to fluctuate in the future as the sales mix changes.
 
Selling, General and Administrative Expense.  SG&A expense was $7.7 million (32.8% of sales) in the 2008 period as compared to $7.1 million (31.8% of sales) in 2007 excluding the restructuring charge.
 
Restructuring Costs.  In the six months ended December 31, 2007, in conjunction with the completion of the Merger and Spin-off transactions, we decided to close down one of our post production facilities.  Future costs associated with the facility lease and certain severance payments were treated as restructuring costs.
 
Operating Income (Loss). Operating income was $0.4 million in 2008 compared to a loss of $1.4 million in 2007.  Restructuring costs contributed $0.5 million to the loss in 2007.
 
Interest Expense. Net Interest expense for 2008 was $0.3 million, an increase of $0.1 million from 2007. The increase was due to a mortgage related to real estate purchased in July 2008.
 
Other Income.  During the current period, the Company realized $0.1 million of income from the sale of equipment.
 
Net Income (Loss). Net income for 2008 was $0.1 million compared to a loss of $1.2 million in 2007.
 
LIQUIDITY AND CAPITAL RESOURCES
 
This discussion should be read in conjunction with the notes to the financial statements and the corresponding information more fully described elsewhere in this Form 10-Q.
 
On August 14, 2007 and thereafter, the Company received $7 million from DG FastChannel upon completion of the Merger.  The Company also received approximately $2.2 million for reimbursement of merger expenses and prepayment for ADS Business working capital.  The Company expects to receive an additional $0.3 million from DG FastChannel for ADS Business working capital, which amount is included in other assets and is considered fully collectible.
 
On December 30, 2005, Old Point.360 entered a $10 million term loan agreement. The term loan provides for interest at LIBOR (2.59% at December 31, 2008) plus 3.15% or 5.74% on that date, and is secured by the Company’s equipment. The term loan will be repaid in 60 equal principal payments plus interest.
 
On March 30, 2007, Old Point.360 entered into an additional $2.5 million term loan agreement. The loan provides for interest at 8.35% per annum and is secured by the Company’s equipment. The loan will be repaid in 45 equal monthly installments of principal and interest.  Both the December 2005 and March 2007 term loans were assumed by the Company in the Spin-off.
 
In August 2007, the Company entered into a new credit agreement which provides up to $8 million of revolving credit based on 80% of acceptable accounts receivables, as defined. The two-year agreement provides for interest of either (i) prime (3.25% at December 31, 2008) minus 0% - 1.00% or (ii) LIBOR plus 1.50% - 2.50% depending on the level of the Company’s ratio of outstanding debt to fixed charges (as defined), or 2.50% or 3.93%, respectively, at December 31, 2008.  The facility is secured by all of the Company’s assets, except for equipment securing  term loans as described above.

 
12
 
 
In March 2006, Old Point.360 entered into a sale and leaseback transaction with respect to its Media Center vaulting real estate. The real estate was sold for $13,946,000 resulting in a $1.3 million after tax gain. Additionally, Old Point.360 received $500,000 from the purchaser for improvements.  In accordance with SFAS No.28, “Accounting for Sales with Leasebacks” (“SFAS28”), the gain and the improvement allowance will be amortized over the initial 15-year lease term as reduced rent.
 
In July 2008, the Company entered into a Promissory Note with a bank (the “Note”) in order to purchase land and a building that has been occupied by the Company since 1998 (the total purchase price was approximately $8.1 million).  Pursuant to the Note, the company borrowed $6,000,000 payable in monthly installments of principal and interest on a fully amortized bases over 30 years at an initial five-year interest rate of 7.1% and thereafter at a variable rate equal to LIBOR plus 3.6% (6.19% as of December 31, 2008).
 
The following table summarizes the December 31, 2008 amounts outstanding under our revolving line of credit and term and mortgage loans:

Revolving credit
   $ -  
Current portion of term loan and mortgage
     1,899,000  
Long-term portion of term loan and mortgage
     7,830,000  
Total
   $ 9,729,000  

Monthly and annual principal and interest payments due under the term debt and mortgage are approximately $213,000 and $2.6 million, respectively, assuming no change in interest rates.

Cash generated by operating activities is directly dependent upon sales levels and gross margins achieved. We generally receive payments from customers in 50-90 days after services are performed. The larger payroll component of cost of sales must be paid currently.  Payment terms of other liabilities vary by vendor and type. Income taxes must be paid quarterly. Fluctuations in sales levels will generally affect cash flow negatively or positively in early periods of growth or contraction, respectively, because of operating cash receipt/payment timing.  Other investing and financing cash flows also affect cash availability.

The bank revolving credit agreement requires us to maintain a minimum “fixed charge coverage ratio.” Our fixed charge coverage ratio compares, on a rolling twelve-month basis, (i) EBITDA plus rent expense and non-cash charges less income tax payments, to (ii) interest expense plus rent expense, the current portion of long term debt and maintenance capital expenditures. As of December 31, 2008, the fixed charge coverage ratio was 1.45 as compared to a minimum requirement of 1.10.

We expect that amounts available under the revolving credit arrangement (approximately $4.4 million at December 31, 2008), the availability of bank or institutional credit from new sources and cash generated from operations will be sufficient to fund debt service, operating needs and about $2.0 – $3.0 million of capital expenditures for the next twelve months.
 
In March 2007, we acquired substantially all the assets of Eden FX for approximately $2.2 million in cash. The purchase agreement requires additional payments of $0.7 million, $0.9 million and $1.2 million in March of 2008, 2009 and 2010, respectively, if earnings during the three years after acquisition meet certain predetermined levels.  The earnings level for calendar 2007 was not met; therefore, the 2008 payment was not made.

The following table summarizes contractual obligations as of December 31, 2008 due in the future:

   
Payment due by Period
  
Contractual Obligations
  
Total
    
Less than 1 Year
    
Years
2 and 3
    
Years
4 and 5
    
Thereafter
  
Long Term Debt  Principal Obligations
   $ 9,729,000     $ 1,899,000     $ 2,044,000     $ 156,000     $ 5,630,000  
Long Term Debt Interest Obligations  (1)
      8,085,000        698,000        908,000        814,000        5,665,000  
Capital Lease Obligations
     97,000       22,000       52,000       23,000       -  
Operating Lease Obligations
     18,504,000       2,628,000       5,050,000       3,154,000        7,672,000  
Total
   $ 36,416,000     $ 5,247,000     $ 8,054,000     $ 4,147,000     $ 18,968,000  
 
(1) Interest on variable rate debt has been computed using the rate on the latest balance sheet date.
 
During the past year, the Company has generated sufficient cash to meet operating, capital expenditure and debt service needs and obligations, as well as to provide sufficient cash reserves to address contingencies.  When preparing estimates of future cash flows, we consider historical performance, technological changes, market factors, industry trends and other criteria.  In our opinion, the Company will continue to be able to fund its needs for the foreseeable future.

 
13
 
 
We will continue to consider the acquisition of businesses which compliment our current operations and possible real estate transactions.  Consummation of any acquisition, real estate or other expansion transaction by the Company may be subject to the Company securing additional financing, perhaps at a cost higher than our existing term loans.  In the current economic climate, additional financing may not be available.  Additionally, our current bank line of credit might not be renewed upon its August 2009 expiration due to recent changes in the bank lending environment.  Future earnings and cash flow may be negatively impacted to the extent that any acquired entities do not generate sufficient earnings and cash flow to offset the increased financing costs.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates and judgments, including those related to allowance for doubtful accounts, valuation of long-lived assets, and accounting for income taxes.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
 
Critical accounting policies are those that are important to the portrayal of the Company’s financial condition and results, and which require management to make difficult, subjective and/or complex judgments. Critical accounting policies cover accounting matters that are inherently uncertain because the future resolution of such matters is unknown.  We have made critical estimates in the following areas:
 
Revenues.   We perform a multitude of services for our clients, including film-to-tape transfer, video and audio editing, standards conversions, adding special effects, duplication, distribution, etc. A customer orders one or more of these services with respect to an element (commercial spot, movie, trailer, electronic press kit, etc.). The sum total of services performed on a particular element (a “package”) becomes the deliverable (i.e., the customer will pay for the services ordered in total when the entire job is completed). Occasionally, a major studio will request that package services be performed on multiple elements.  Each element creates a separate revenue stream which is recognized only when all requested services have been performed on that element.
 
Allowance for doubtful accounts.   We are required to make judgments, based on historical experience and future expectations, as to the collectibility of accounts receivable.  The allowances for doubtful accounts and sales returns represent allowances for customer trade accounts receivable that are estimated to be partially or entirely uncollectible.  These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances as a charge to selling, general and administrative expenses based on estimates related to the following factors: i) customer specific allowance; ii) amounts based upon an aging schedule and iii) an estimated amount, based on the Company’s historical experience, for issues not yet identified.
 
Valuation of long-lived and intangible assets.   Long-lived assets, consisting primarily of property, plant and equipment and intangibles (consisting only of goodwill), comprise a significant portion of the Company’s total assets. Long-lived assets, including goodwill are reviewed for impairment whenever events or changes in circumstances have indicated that their carrying amounts may not be recoverable.  Recoverability of assets is measured by comparing the carrying amount of an asset to its fair value in a current transaction between willing parties, other than in a forced liquidation sale.
 
Factors we consider important which could trigger an impairment review include the following:
 
 
·
Significant underperformance relative to expected historical or projected future operating results;
 
 
·
Significant changes in the manner of our use of the acquired assets or the strategy of our overall business;
 
 
·
Significant negative industry or economic trends;
 
 
·
Significant decline in our stock price for a sustained period; and
 
 
·
Our market capitalization relative to net book value.
 
When we determine that the carrying value of  intangibles, long-lived assets and related goodwill and enterprise level goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on comparing the carrying amount of the asset to its fair value in a current transaction between willing parties or, in the absence of such measurement, on a projected discounted cash flow method using a discount rate determined by our management to be  commensurate  with the risk inherent in our current business model. Any amount of impairment so determined would be written off as a charge to the income statement, together with an equal reduction of the related asset. Net intangible assets, long-lived assets and goodwill amounted to approximately $25.3 million as of December 31, 2008.

 
14
 
 
In 2002, Statement of Financial Accounting Standards (“SFAS”) No.142, “Goodwill and Other Intangible Assets” (“SFAS 142”) became effective.  As a result, Old Point.360 ceased to amortize approximately $26.3 million of goodwill in 2002 and performed an annual impairment review thereafter.  The initial test on January 1, 2002, and the Fiscal 2002 to 2007 tests performed as of September 30 of each year required no goodwill impairment. On August 14, 2007, the Company was formed by a spin-off transaction, and a certain portion of Old Point.360’s goodwill was assigned to the Company.  In the 2008 test performed as of June 30, 2008, the discounted cash flow method was used to evaluate goodwill impairment and included cash flow estimates for 2009 and subsequent years.  If actual flow performance does not meet these expectations due to factors cited above, any resulting potential impairment could adversely affect reported goodwill asset values and earnings.
 
Accounting for income taxes.   As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate.  This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet.  We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations.
 
Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.  The net deferred tax assets as of December 31, 2008 was $0.9 million.  The Company did not record a valuation allowance against its deferred tax assets as of December 31, 2008.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement FAS 109. This interpretation prescribes a recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition.  The Company assumed all liability for income taxes of Old Point.360 related to operations prior to the Spin-off and Merger.  Effectively, the Company therefore adopted FIN 48, effective January 1, 2007. The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal state or local income tax examinations by tax authorities for years before 2002. The Company has analyzed its filing positions in all of the federal and state jurisdictions where it is required to file income tax returns. Old Point.360, and consequently, the Company, was last audited by New York taxing authorities for the years 2002 through 2004 resulting in no change. Old Point.360, and consequently, the Company, was previously notified by the U.S. Internal Revenue Service of its intent to audit the calendar 2005 tax return. The audit has since been cancelled by the IRS without change; however, the audit could be reopened at the IRS’ discretion. Upon the implementation of FIN 48, the Company did not recognize any increase in the liability for unrecognized tax benefits. In addition, the Company did not record a cumulative effect adjustment related to the adoption of FIN 48.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
 In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”), which requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “full fair value.” SFAS 141R applies to all business combinations, including combinations among mutual entities and combinations by contract alone. Under Statement 141R, all business combinations will be accounted for by applying the acquisition method. Statement 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  SFAS 141R will affect acquisitions by the Company after June 30, 2009.
 
 In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”).  SFAS 160 requires the ownership interests in subsidiaries held by parties other than the parent to be treated as a separate component of equity and be clearly identified, labeled, and presented in the consolidated financial statements. SFAS 160 is effective for periods beginning on or after December 15, 2008. Earlier adoption is prohibited.  SFAS 160 has not yet affected the Company’s financial statements.
 
In January 2008, the SEC issued Staff Accounting Bulletin No. 110, “Certain Assumptions Used in Valuation Methods” (“SAB 110”) which amends Staff Accounting Bulletin No. 107, “Share-Based Payment” (“SAB 107”).  SAB 110 allows for the continued use, under certain circumstances, of the “simplified” method in developing an estimate of expected term of so-called “plain vanilla” stock options accounted for under FAS 123R.  SAB 110 amends SAB 107 to permit the use of the “simplified” method beyond December 31, 2007.  The adoption of SAB 110 did not have a significant effect on the Company’s consolidated financial statements.

 
15
 
 
In March 2008, the FASB issued SFAS No. 161. “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No, 133” (“FAS 161”).  The standard requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements.  FAS 161 is effective for financial statements issued after November 15, 2008.  The adoption of FAS 161 will not have a significant effect on the Company’s consolidated financial statements.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market Risk.   The Company had borrowings of $9.7 million on December 31, 2008 under term loan agreements.  One term loan was subject to variable interest rates.  The weighted average interest rate paid during the first six months of fiscal 2009 was 6.4%.  For variable rate debt outstanding at December 31, 2008, a .25% increase in interest rates will increase annual interest expense by approximately $7,000.  Amounts that may become outstanding under the revolving credit facility provide for interest at the banks’ prime rate minus 0%-1.00% assuming the same amount of outstanding debt or LIBOR plus 1.5% to 2.5% and LIBOR plus 3.15% for the term loan.  The Company’s market risk exposure with respect to financial instruments is to changes in prime or LIBOR rates.
 
ITEM 4.T  CONTROLS AND PROCEDURES
 
Disclosure Controls

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and President and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.  Based on the evaluation, the Chief Executive Officer and President and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the report.

Changes in Internal Control over Financial Reporting

The Chief Executive Officer and President and the Chief Financial Officer conducted an evaluation of our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) (“Internal Control”)) to determine whether any changes in Internal Control occurred during the quarter ended December 31, 2008 that have materially affected or which are reasonably likely to materially affect Internal Control.  Based on the evaluation, no such change occurred during such period.

Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·
Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and

 
·
Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Limitations on Internal Control over Financial Reporting

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 
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PART II – OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
From time to time the Company may become a party to other legal actions and complaints arising in the ordinary course of business, although it is not currently involved in any such material legal proceedings.
 
ITEM 1A.  RISK FACTORS
 
In our capacity as Company management, we may from time to time make written or oral forward-looking statements with respect to our long-term objectives or expectations which may be included in our filings with the Securities and Exchange Commission (the “SEC”), reports to stockholders and information provided on our web site.
 
The words or phrases “will likely,” “are expected to,” “is anticipated,” “is predicted,” “forecast,” “estimate,” “project,” “plans to continue,” “believes,” or similar expressions identify “forward-looking statements.”  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.  We wish to caution you not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We are calling to your attention important factors that could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
 
The following list of important factors may not be all-inclusive, and we specifically decline to undertake an obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.  Among the factors that could have an impact on our ability to achieve expected operating results and growth plan goals and/or affect the market price of our stock are:
 
 
·
Recent history of losses.
 
·
Prior breach and changes in credit agreements and ongoing liquidity.
 
·
Our highly competitive marketplace.
 
·
The risks associated with dependence upon significant customers.
 
·
Our ability to execute our expansion strategy.
 
·
The uncertain ability to manage in a changing environment.
 
·
Our dependence upon and our ability to adapt to technological developments.
 
·
Dependence on key personnel.
 
·
Our ability to maintain and improve service quality.
 
·
Fluctuation in quarterly operating results and seasonality in certain of our markets.
 
·
Possible significant influence over corporate affairs by significant shareholders.
 
·
Our ability to operate effectively as a stand-alone, publicly traded company.
 
·
The cost associated with becoming compliant with the Sarbanes-Oxley Act of 2002, and the consequences of failing to implement effective internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 by the date that we must comply with that section of the Sarbanes-Oxley Act.
  
Other factors not identified above, including the risk factors described in the “Risk Factors” section of the Company’s June 30, 2008 Form 10-K filed with the Securities and Exchange Commission may also cause actual results to differ materially from those projected by our forward-looking statements.  Most of these factors are difficult to anticipate and are generally beyond our control.  You should consider these areas of risk in connection with considering any forward-looking statements that may be made in this Form 10-Q and elsewhere by us and our business generally.  Except to the extent of any obligation to disclose material information under the federal securities laws or the rules of the NASDAQ Global Market, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 
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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter and six months ended December 31, 2008, the Company purchased shares of its common stock in open market transactions pursuant to Rule 10b5-1 purchase plans as follows:

   
(a)
    
(b)
    
(c)
    
(d)
  
Period
  
Total Number of
Shares (or Units)
Purchased
    
Average Price
Paid per
Share (or
Unit)
    
Total Number of
Shares (or Units)
Purchased as Part
Of Publicly
Announced Plans
or Programs
    
Maximum (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet be
Purchased Under the
Plans or Programs
  
July 1 to July 31, 2008
     60,000     $ 1.57       -       -  
August 1 to August 31, 2008
     -       -       -       -  
September 1 to September 30, 2008
     -       -       -       -  
October 1 to October  31, 2008
     59,500       1.54       -       -  
November  1 to November 30, 2008
     3,600       1.40       -       -  
December  1 to December 31, 2008
      38,810       1,41        -       -  
Total
      161,910     $ 1.52        -       -  
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The Company’s Annual Meeting of Shareholders was held on November 12, 2008 after a solicitation of proxies pursuant to Regulation 14A of the Securities Exchange Act of 1934.  At the meeting, shareholders voted on: (i) the election of directors to hold office until the next annual meeting of shareholders of the Company or until their successors are duly elected and qualified, and (ii) approval of the appointment of Singer Lewak  LLP as the Company’s independent public accountants for the fiscal year ending June 30, 2009.  The results of shareholder voting were as follows:
 
 
1.
Election of Directors
 
The following individuals were elected as directors:
 
Name
  
Votes For
    
Votes Withheld
  
                 
Haig S. Bagerdjian
     7,583,788       46,579  
Robert A. Baker
     7,584,364       45,699  
Greggory J. Hutchins
     7,139,364       491,003  
Sam P. Bell
     7,584,364       45,699  
G. Samuel Oki
     7,584,364       45,699  
 
 
2.
The appointment by the Board of Directors of the Company of Singer Lewak LLP as the Company’s independent auditors for the fiscal year ending June 30, 2009 was ratified with 7,567,172 votes for the proposal, 44,395 votes against the proposal and 18,800 votes abstaining.

ITEM  6.  EXHIBITS
 
(a)
Exhibits

31.1
Certification of Chief Executive Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of Chief Financial Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
POINT.360
     
DATE:  February 12, 2009
BY:  
/s/  Alan R. Steel
   
Alan R. Steel
   
Executive Vice President,
Finance and Administration
(duly authorized officer and principal financial officer)

 
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