July 29, 2010

By By Glenn Peoples

Dimensional Associates announced on Thursday the completion of its acquisition of digital distributor The Orchard.

The company entered into a merger agreement with Dimensional on March 16. At the time, Dimensional owned 42% of The Orchard's common stock and 99% of its outstanding Series A preferred stock. At the time, the $2.05 offer was a 21% premium to the most recent closing price.

The merger agreement needed to be adopted by a majority of the voting power of The Orchard's common stock and Series A convertible preferred stock. About 81% of those shares voted in favor of the merger.

Under the merger agreement, The Orchard stockholders get $2.05 per share of common stock owned immediately prior to the merger. The common stock will cease trading on Friday and will be delisted from the Nasdaq Stock Market.

The company has spent years adding to its catalog and striving for a level of scale that would allow it to turn a profit -- which it has not yet accomplished. For 2009, The Orchard reported revenue of $62.3 million and a net loss of $17.8 million. The company took a $14.1 million impairment of goodwill during the year, effectively turning what would have been a small annual loss into a huge one. Excluding the goodwill charge and $312,000 in restructuring charges, the company had an adjusted EBITDA of -$1.47 million, down from -$974,000 in 2008.

With this acquisition, the number of publicly traded music companies is lowered by one. The Orchard's 2007 merger with Digital Music Group allowed outsiders to peer into the financials of a growing yet financially challenged digital distributor. Being a public company offered a glimpse into a growing part of the music industry. That kind of view is unavailable elsewhere. There are no other publicly traded independent digital distributors, and the financial performances of larger distributors (Warner, Universal and Sony) are not broken out in their parent companies' financials.

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