UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2012

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

For the transition period from to

000-23697

(Commission file number)

NEW FRONTIER MEDIA, INC.

(Exact name of registrant as specified in its charter)

Colorado		84-1084061
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

6000 Spine Road, Suite 100, Boulder, CO 80301

(Address of principal executive offices)

(303) 444-0900

(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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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:.

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~August~~November 67, 2012, 16,~~190~~264,~~408~~213 shares of the registrant’s Common Stock, par value $.0001, were outstanding.

Table of Contents

Form 10-Q

NEW FRONTIER MEDIA, INC.

FOR THE FISCAL QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2012

Table of Contents

		Page Number
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Total Equity	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1518
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	30
Item 4.	Controls and Procedures	25
Part II.	Other Information	30
Part II.	Other Information
Item 1.	Legal Proceedings	30
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	30
Item 1A.	Risk Factors	26
Item 6.	Exhibits	32
Item 6.	Exhibits	26
SIGNATURES		33
SIGNATURES		27

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (~~Unaudited~~UNAUDITED).

NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	June 30,			March 31,
	September 30,			March 31,
	2012			2012
Assets
Current assets:
Cash and cash equivalents	$	1213,~~265~~464		$	13,190
Restricted cash	76			47
Accounts receivable, less allowance of $481 and $183, respectively	8,172			8,334
Accounts receivable, less allowance of $380 and $183, respectively	10,155			8,334
Taxes receivable	216			46
Taxes receivable	541			46
Deferred tax asset	159			—
Prepaid and other assets	2,~~250~~303			2,~~187~~234
Total current assets	2524,~~287~~314			23,804
Property and equipment, net	8,~~747~~294			8,619
Content and distribution rights, net	11,~~664~~675			11,792
Recoupable costs and producer advances, less allowance of $2,335 and $2,467, respectively	2,059			2,227
Recoupable costs and producer advances, less allowance of $2,199 and $2,467, respectively	2,598			2,227
Film costs, net	2,~~143~~322			3,984
Other identifiable intangible assets, net	209			96
Deferred tax assets	3,107			3,691
Deferred tax assets	3,897			3,691
Other assets	720			634
Other assets	522			538
Total assets	$	53,030		$	54,751
Total assets	$	54,528		$	54,751
Liabilities and equity
Current liabilities:
Accounts payable	$	1,~~321~~310		$	981
Producers payable	~~472~~619			393
Deferred revenue	~~673~~555			606
Accrued compensation	~~1,020~~896			930
Deferred producer liabilities	~~871~~1,500			1,361
Short-term debt	100			100
Accrued and other liabilities	3,972			3,328
Accrued and other liabilities	3,136			3,228
Total current liabilities	8,852			7,599
Total current liabilities	7,593			7,599
Other long-term liabilities	1,770			1,702
Other long-term liabilities	1,814			1,702
Total liabilities	10,622			9,301
Total liabilities	9,407			9,301
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)
Shareholders’ equity:
Equity:
Preferred stock, $.10 par value, 4,999 shares authorized, no shares issued and outstanding	—			—
Common stock, $.0001 par value, 50,000 shares authorized, 16,190 shares issued and outstanding as of June 30, 2012 and March 31, 2012	2			2
Common stock, $.0001 par value, 50,000 shares authorized, 16,264 shares issued and outstanding as of September 30, 2012 and March 31, 2012	2			2
Additional paid-in capital	5251,~~049~~827			51,957
Accumulated deficit	(69,~~843~~335		)	(6,424		)
Accumulated other comprehensive loss	(8786		)	(85		)
Total shareholders’ equity	4542,~~121~~408			45,450
Total liabilities and equity	$	54,528		$	54,751
Total liabilities and shareholders’ equity	$	53,030		$	54,751

Refer to Notes to Condensed Consolidated Financial Statements.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Three Months Ended June 30,
	Three Months Ended September 30,						Six Months Ended September 30,
	2012			2011			2012			2011
Net revenue	$	119,~~682~~768		$	10,~~428~~305		$	21,450		$	20,733
Cost of sales	54,~~870~~264			3,~~968~~938			10,134			7,906
Gross margin	5,~~812~~504			6,~~460~~367			11,316			12,827
Operating expenses:
Sales and marketing	2,~~158~~085			21,~~059~~937			4,243			3,996
General and administrative	4,~~761~~907			43,~~394~~999			9,668			8,393
Total operating expenses	6,919			6,453
Charge for asset impairments	28			186			28			186
Operating income (loss)	(1,107		)	7
Total operating expenses	7,020			6,122			13,939			12,575
Other net expenses	(17		)	(2		)
Operating income (loss)	(1,516		)	245			(2,623		)	252
Income (loss) before income tax benefit (expense)	(1,124		)	5
Other net income (expenses)	27			(4		)	10			(6		)
Income tax benefit (expense)	705			(116		)
Income (loss) before income tax expense	(1,489		)	241			(2,613		)	246
Net loss	(419		)	(111		)
Income tax expense	(1,003		)	(108		)	(298		)	(224		)
Net loss attributable to noncontrolling interests	—			3
Net income (loss)	(2,492		)	133			(2,911		)	22
Net loss attributable to New Frontier Media, Inc. shareholders	$	(419	)	$	(108	)
Net loss attributable to noncontrolling interests	—			—			—			3
Per share information attributable to New Frontier Media, Inc. shareholders:
Net income (loss) attributable to New Frontier Media, Inc. shareholders	$	(2,492	)	$	133		$	(2,911	)	$	25
Net basic and diluted loss per share	$	(0.03	)	$	(0.01	)
Per share information attributable to New Frontier Media, Inc. shareholders:
Net basic and diluted income (loss) per share	$	(0.15	)	$	0.01		$	(0.18	)	$	0.00

Refer to Notes to Condensed Consolidated Financial Statements.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended June 30,
	Six Months Ended September 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(419	)	$	(111	)
Net income (loss)	$	(2,911	)	$	22
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	35,~~501~~395			13,~~924~~842
Share-based compensation	65127			~~278~~396
Deferred taxes	~~(309~~50		)	—42
Charge for asset impairments	28			186
Changes in operating assets and liabilities:
Accounts receivable	~~(1,821~~161		)	~~(179~~595		)
Accounts payable	~~340~~329			(~~779~~287		)
Content and distribution rights	(~~962~~2,088		)	(12,~~162~~161		)
Film costs	38(319		)	(~~200~~1,224		)
Deferred revenue	67			(191		)
Deferred producer liabilities	138			(578		)
Deferred producer liabilities	(490		)	(482		)
Deferred revenue	(51		)	(164		)
Producers payable	79226			(~~554~~558		)
Taxes receivable and payable	(~~495~~170		)	30(116		)
Accrued compensation	90(34		)	(~~336~~503		)
Recoupable costs and producer advances	~~168~~(371		)	~~645~~706
Other assets and liabilities	~~135~~982			~~952~~1,186
Net cash used in operating activities	(13		)	(165		)
Net cash provided by operating activities	1,492			1,384
Cash flows from investing activities:
Purchases of property and equipment	(~~734~~881		)	(23,~~485~~356		)
Purchases of intangible assets	(~~117~~279		)	—
Net cash used in investing activities	(~~851~~1,160		)	(23,~~485~~356		)
Cash flows from financing activities:
Purchases of common stock	—			(875		)
Payments on short-term debt	—			(400		)
Payments of long-term seller financing	(55		)	(55		)
Payments on long-term seller financing	(55		)	(55		)
Net cash used in financing activities	(55		)	(~~455~~1,330		)
Net decrease in cash and cash equivalents	(919		)	(3,105		)
Net increase (decrease) in cash and cash equivalents	277			(3,302		)
Effect of exchange rate changes on cash and cash equivalents	(63		)	2(3		)
Cash and cash equivalents, beginning of period	13,190			18,787
Cash and cash equivalents, end of period	$	1213,~~265~~464		$	15,~~684~~482

Refer to Notes to Condensed Consolidated Financial Statements.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Three Months Ended June 30,
	Three Months Ended September 30,						Six Months Ended September 30,
	2012			2011			2012			2011
Net loss	$	(419	)	$	(111	)
Net income (loss)	$	(2,492	)	$	133		$	(2,911	)	$	22
Other comprehensive income (loss):
Currency translation adjustment	(21		)	1(4		)	(1		)	(3		)
Total comprehensive loss	(421		)	(110		)
Total comprehensive income (loss)	(2,491		)	129			(2,912		)	19
Add: Net loss attributable to noncontrolling interests	—			3—			—			3
Total comprehensive loss attributable to New Frontier Media, Inc. shareholders	$	(421	)	$	(107	)
Total comprehensive income (loss) attributable to New Frontier Media, Inc. shareholders	$	(2,491	)	$	129		$	(2,912	)	$	22

Refer to Notes to Condensed Consolidated Financial Statements.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF TOTAL EQUITY

(in thousands)

	Three Months Ended June 30,
	Six Months Ended September 30,
	2012			2011
Common stock
Balance at beginning of period	$	2		$	2
Balance at end of period	2			2
Additional paid-in capital
Balance at beginning of period	51,957			55,169
Tax benefit (reversal) for stock option forfeitures/cancellations	27			(10		)
Tax reversal for stock option forfeitures/cancellations	(257		)	(62		)
Share-based compensation	65			278
Purchases of common stock	—			(875		)
Balance at end of period	52,049			55,437
Share-based compensation	127			396
Balance at end of period	51,827			54,628
Accumulated deficit
Balance at beginning of period	(6,424		)	(3,460		)
Net loss attributable to New Frontier Media, Inc. shareholders	(419		)	(108		)
Net income (loss) attributable to New Frontier Media, Inc. shareholders	(2,911		)	25
Balance at end of period	(69,~~843~~335		)	(3,~~568~~435		)
Accumulated other comprehensive loss
Balance at beginning of period	(85		)	(69		)
Currency translation adjustment	(21		)	1(3		)
Balance at end of period	(8786		)	(6872		)
Total New Frontier Media, Inc. shareholders’ equity	4542,~~121~~408			51,~~803~~123
Noncontrolling interests
Balance at beginning of period	—			(44		)
Net loss	—			(3		)
Deconsolidation of controlling interests	—			47
Balance at end of period	—			—
Total equity	$	4542,~~121~~408		$	51,~~803~~123

Refer to Notes to Condensed Consolidated Financial Statements.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of New Frontier Media, Inc. and its wholly owned and majority controlled subsidiaries (collectively hereinafter referred to as New Frontier Media, the Company, we, us, and other similar pronouns) have been prepared without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. We believe these statements include all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of the financial position and results of operations. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K filed with the SEC on July 19, 2012. The results of operations for the ~~three~~six month period ended ~~June~~September 30, 2012 are not necessarily indicative of the results to be expected for the full fiscal year.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of New Frontier Media. All intercompany accounts and transactions have been eliminated in consolidation.

~~Noncontrolling~~Agreement ~~Interests~~and Plan of Merger with LFP Broadcasting, LLC and Flynt Broadcast, Inc.

~~During~~On ~~fiscal~~October 15, ~~year 2011~~2012, we entered into an ~~agreement~~Agreement toand ~~create~~Plan anof ~~entity~~Merger, ~~within~~pursuant ~~the~~to ~~Transactional~~which TVLFP ~~segment~~Broadcasting, toLLC ~~develop~~and ~~new~~Flynt ~~channel services~~Broadcast, Inc. Wecommenced ~~controlled~~ a ~~majority~~tender ofoffer ~~the~~on ~~entity’s~~October 29, ~~common~~2012 ~~stock~~to ~~and~~acquire ~~included~~all ~~the accounts~~ of the ~~entity~~issued inand ~~our~~outstanding ~~financial~~shares ~~statements.~~of ~~The~~our ~~net~~common ~~loss~~stock ~~applicable~~at toa ~~the~~price ~~noncontrolling~~per ~~interests~~share ofequal ~~the~~to ~~entity~~(1) $2.02, ~~was~~net ~~presented~~to asthe ~~net~~seller ~~loss~~in ~~attributable~~cash, towithout ~~noncontrolling~~interest, ~~interests~~and in(2) one ~~the~~contingent ~~Condensed~~right ~~Consolidated~~per ~~Statements~~share of ~~Operations~~our ~~and~~common ~~Comprehensive Loss~~stock, ~~and~~which ~~the~~shall ~~portion~~represent of the ~~equity~~contractual ~~applicable~~right to ~~the~~receive ~~noncontrolling~~a ~~interests~~contingent ofcash ~~the~~payment ~~entity was presented~~ as ~~noncontrolling~~defined ~~interests~~ in the ~~Condensed~~Agreement ~~Consolidated Balance Sheets~~ and ~~Statements~~Plan of ~~Total Equity~~Merger.

~~During~~Noncontrolling the first quarter of fiscal year 2012, we entered into an arrangement that resulted in the loss of our majority controlling interest in the entity’s common stock. As a result, we deconsolidated the entity, which resulted in an immaterial loss within the Transactional TV segment. During the fourth quarter of fiscal year 2012, we entered into an agreement to assign our remaining shares. As of March 31, 2012, we had no remaining interests in the entity.Interests

~~Use~~During fiscal year 2011, we entered into an agreement to create an entity within the Transactional TV segment to develop new channel services. We controlled a majority of ~~Estimates~~the entity’s common stock and included the accounts of the entity in our financial statements. The net loss applicable to the noncontrolling interests of the entity was presented herein as net loss attributable to noncontrolling interests in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and the portion of the equity applicable to the noncontrolling interests of the entity was presented as noncontrolling interests in the Condensed Consolidated Statements of Total Equity.

~~The~~During ~~preparation~~the first quarter of ~~financial~~fiscal ~~statements~~year in2012, ~~accordance~~we ~~with~~entered ~~GAAP~~into ~~requires~~an usarrangement tothat ~~make~~resulted ~~estimates~~in ~~and~~the ~~assumptions~~loss ~~that~~of ~~affect~~our ~~the~~majority ~~amounts~~controlling ~~reported~~interest in the ~~financial~~entity’s ~~statements~~common ~~and accompanying notes~~stock. ~~Estimates~~As ~~have~~a ~~been~~result, ~~made~~we indeconsolidated ~~several~~the ~~areas~~entity, ~~including,~~which ~~but~~resulted ~~not~~in ~~limited~~an ~~to,~~immaterial ~~estimated~~loss ~~revenue~~within ~~for~~the ~~certain~~ Transactional TV segment. During ~~pay-per-view (PPV) and video-on-demand (VOD) services;~~ the ~~recognition~~fourth ~~and~~quarter ~~measurement~~ of ~~income~~fiscal ~~tax~~year ~~expenses~~2012, ~~assets~~we ~~and~~entered ~~liabilities~~into ~~(including~~an ~~the~~agreement ~~measurement~~to ofassign ~~uncertain~~our ~~tax~~remaining ~~positions~~shares. ~~and~~As ~~the valuation~~ of ~~deferred tax assets); the assessment of film costs and the forecast of anticipated revenue (ultimate revenue)~~March 31, ~~which is used to amortize film costs; the determination of the allowance for unrecoverable accounts~~2012, ~~which~~we ~~reserves~~had ~~for~~no ~~certain~~remaining ~~recoupable~~interests ~~costs~~in ~~and producer advances that are not expected to be recovered;~~ the ~~amortization methodology and valuation of content and distribution rights; and the valuation of other identifiable intangible and other long-lived assets~~entity.

8Use of Estimates

~~Table~~The preparation of ~~Contents~~financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES~~8

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

WeNOTES ~~base~~TO ~~our~~CONDENSED ~~estimates~~CONSOLIDATED ~~and~~FINANCIAL judgments on historical experience and on various other factors that are considered reasonable under the circumstances, the results of which form the basis for making judgments that are not readily apparent from other sources. Actual results could differ materially from these estimates.STATEMENTS

~~Accrued and Other Liabilities~~(UNAUDITED)

~~Accrued~~Estimates ~~and~~have ~~other~~been ~~liabilities~~made ~~included~~in ~~approximately~~several ~~$0.4~~areas, ~~million~~including, but not limited to, estimated revenue for certain Transactional TV segment pay-per-view (PPV) and ~~$0.2~~video-on-demand ~~million~~(VOD) services; the recognition and measurement of ~~accrued~~income ~~transport~~tax ~~fee~~expenses, assets and liabilities as(including the measurement of ~~June 30~~uncertain tax positions, ~~2012~~the ~~and~~valuation ~~March 31,~~of ~~2012~~deferred tax assets, ~~respectively;~~and ~~unsettled~~the ~~customer~~deductibility ~~receipt~~of ~~liabilities~~certain strategic transaction costs for income tax purposes); the assessment of ~~$1.1~~film ~~million~~costs and ~~$1.0~~the ~~million~~forecast asof anticipated revenue (ultimate revenue), which is used to amortize film costs; the determination of ~~June~~the 30allowance for unrecoverable accounts, ~~2012~~which reserves for certain recoupable costs and ~~March~~producer ~~31,~~advances ~~2012,~~that ~~respectively~~are not expected to be recovered; ~~and~~the ~~accrued~~amortization ~~legal~~methodology ~~liabilities~~and valuation of ~~$0.5~~content ~~million~~and asdistribution rights; and the valuation of ~~June~~other ~~30,~~identifiable ~~2012~~intangible and other long-lived assets. ~~Accrued~~We ~~legal~~base ~~liabilites~~our asestimates ofand ~~March~~judgments 31on historical experience and on various other factors that are considered reasonable under the circumstances, ~~2012~~the ~~were~~results ~~immaterial~~of which form the basis for making judgments that are not readily apparent from other sources. Actual results could differ materially from these estimates.

~~Other~~Accrued ~~Long-Term~~and Other Liabilities

~~Other~~As ~~long-term~~of September 30, 2012, accrued and other liabilities included approximately $0.7 million of accrued transport fees, $1.42 million of ~~incentive~~unsettled ~~from~~customer ~~lessor~~receipt liabilities, asand $0.6 million of ~~June~~accrued legal liabilities. As of March 3031, 2012, accrued and other liabilities included approximately $0.2 million of accrued transport fees and $1.0 million of unsettled customer receipt liabilities. Accrued legal liabilities as of March 31, 2012 were immaterial.

~~NOTE~~Other 2Long-Term ~~— RECENT ACCOUNTING PRONOUNCEMENTS~~Liabilities

~~From~~Other ~~time~~long-term toliabilities ~~time,~~included ~~new~~$1.3 ~~accounting~~million ~~pronouncements~~and ~~are issued that we adopt as of the specified effective date~~$1.4 Wemillion ~~believe that the impact~~ of ~~recently~~incentive ~~issued~~from ~~standards~~lessor ~~that~~liabilities ~~are~~as ~~not yet effective will not have a material impact on our results~~ of ~~operations~~September 30, 2012 and ~~financial~~March 31, ~~position~~2012, respectively.

NOTE 32 — ~~LOSS~~RECENT ~~PER~~ACCOUNTING ~~SHARE~~PRONOUNCEMENTS

~~The~~From ~~components~~time ofto ~~basic~~time, ~~and~~new ~~diluted~~accounting ~~loss~~pronouncements ~~per~~are ~~share~~issued ~~attributable~~that towe ~~New~~adopt ~~Frontier~~as ~~Media, Inc~~of the specified effective date. ~~shareholders~~We ~~were~~believe asthat ~~follows~~the ~~(in~~impact ~~thousands,~~of ~~except~~recently ~~per~~issued ~~share~~standards ~~amounts):~~that are not yet effective will not have a material impact on our results of operations and financial position.

	Three Months Ended June 30,
	2012			2011
Net loss attributable to New Frontier Media, Inc. shareholders	$	(419	)	$	(108	)
Weighted average shares outstanding	16,190			19,201
Effect of dilutive securities	—			—
Weighted average diluted shares	16,190			19,201
Basic loss per share attributable to New Frontier Media, Inc. shareholders	$	(0.03	)	$	(0.01	)
Diluted loss per share attributable to New Frontier Media, Inc. shareholders	$	(0.03	)	$	(0.01	)

NOTE 3 — INCOME (LOSS) PER SHARE

WeThe ~~excluded~~components ~~2.1~~of ~~million~~basic and ~~3.0 million options from the calculation of~~ diluted income (loss) per share ~~for~~attributable ~~the~~to ~~three~~New ~~month~~Frontier ~~periods~~Media, Inc. ~~ended~~shareholders ~~June 30,~~were ~~2012~~as ~~and~~follows ~~2011,~~(in ~~respectively~~thousands, ~~because~~except ~~inclusion~~per ofshare ~~these options would be antidilutive.~~amounts):

NOTE 4 — EMPLOYEE EQUITY INCENTIVE PLANS

	Three Months Ended September 30,					Six Months Ended September 30,
	2012			2011		2012			2011
Net income (loss) attributable to New Frontier Media, Inc. shareholders	$	(2,492	)	$	133	$	(2,911	)	$	25
Weighted average shares outstanding	16,264			18,993		16,264			19,096
Effect of dilutive shares	—			—		—			—
Weighted average diluted shares	16,264			18,993		16,264			19,096
Basic income (loss) per share attributable to New Frontier Media, Inc. shareholders	$	(0.15	)	$	0.01	$	(0.18	)	$	0.00
Diluted income (loss) per share attributable to New Frontier Media, Inc. shareholders	$	(0.15	)	$	0.01	$	(0.18	)	$	0.00

We ~~adopted~~excluded ~~the~~options ~~New~~to ~~Frontier~~purchase ~~Media, Inc~~1.9 ~~2010~~million ~~Equity~~and ~~Incentive~~2.8 ~~Plan~~million ~~(the~~shares ~~2010~~of ~~Plan)~~common instock ~~August 2010.~~from ~~The~~the ~~2010~~calculation ~~Plan~~of isdiluted ~~intended~~income to(loss) ~~assist~~per inshare ~~attracting~~for ~~and~~the ~~retaining~~three ~~employees~~month periods ended September 30, 2012 and ~~directors~~2011, ~~optimize~~respectively, ~~profitability~~because ~~and~~inclusion ~~promote~~of ~~teamwork~~these options would be antidilutive. ~~There~~ We ~~were~~excluded 1options to purchase 2.30 million ~~awards~~and ~~originally~~2.5 ~~authorized~~million ~~for~~shares ~~issuance~~of ~~under~~common ~~the~~stock ~~2010~~from ~~Plan. As~~the calculation of ~~June~~diluted income (loss) per share for the six month periods ended September 30, 2012 and 2011, ~~there~~respectively, ~~were~~because ~~0.5~~inclusion ~~million~~of ~~awards~~these ~~available~~options ~~for~~would ~~issuance~~be antidilutive.

Table of Contents

NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Share-Based~~NOTE ~~Compensation~~4 — EMPLOYEE EQUITY INCENTIVE PLANS

~~Share-based~~We ~~compensation~~adopted ~~expense~~the ~~was~~New ~~included~~Frontier Media, Inc. 2010 Equity Incentive Plan (the 2010 Plan) in ~~cost~~August 2010. ofThe ~~sales,~~2010 ~~sales~~Plan is intended to assist in attracting and ~~marketing,~~retaining employees and ~~general~~directors, optimizing profitability, and ~~administrative~~promoting ~~expenses~~teamwork. There ~~The~~were ~~expense~~1.3 ~~resulting~~million ~~from~~awards ~~options~~originally ~~granted~~authorized for issuance under ~~our~~the ~~equity~~2010 ~~incentive~~Plan. As ~~plans~~of ~~was~~September 30, as2012, ~~follows~~there ~~(in~~were ~~thousands,~~0.7 ~~except~~million ~~per~~awards ~~share~~available ~~amounts):~~for issuance.

	Three Months Ended June 30,
	2012			2011
Share-based compensation expense before income taxes	$	65		$	278
Income tax benefit	(22		)	(107		)
Total share-based compensation expense after income tax benefit	$	43		$	171
Share-based compensation effect on basic and diluted loss per share	$	0.00		$	0.01

Share-Based Compensation

~~The~~Share-based ~~weighted~~compensation ~~average~~expense ~~estimated~~was ~~fair~~included ~~value~~in cost of ~~stock~~sales, ~~option~~sales ~~grants~~and marketing, and ~~the~~general ~~weighted~~and ~~average~~administrative ~~assumptions~~expenses. ~~that~~The ~~were~~expense ~~used~~resulting infrom ~~calculating~~options ~~such~~granted ~~values~~under ~~for~~our ~~the~~equity ~~three~~incentive ~~month~~plans ~~periods~~was ~~ended~~as ~~June 30,~~follows ~~2012~~(in ~~and~~thousands, ~~2011~~except ~~were~~per asshare ~~follows~~amounts):

	Three Months Ended June 30,
	Three Months Ended September 30,						Six Months Ended September 30,
	2012		~~2011~~	2011			2012			2011
Weighted average estimated fair value per award	(1	)	$	0.84
Share-based compensation expense before income taxes	$	62		$	118		$	127		$	396
Expected term from grant date (in years)	(1	)	6
Income tax benefit	(11		)	(93		)	(33		)	(200		)
Risk free interest rate	(1	)	2.5		%
Total share-based compensation expense after income tax benefit	$	51		$	25		$	94		$	196
Expected volatility	(1	)	54		%
Share-based compensation effect on basic and diluted income (loss) per common share	$	0.00		$	0.00		$	0.01		$	0.01
Expected dividend yield	(1	)	0		%

~~(1) No~~The ~~options~~weighted average estimated fair value of stock option grants and the weighted average assumptions that were ~~granted~~used ~~during~~in calculating such values for the three and six month ~~period~~periods ended ~~June~~September 30, 2012. and 2011 were as follows:

Share-based compensation expense is based on awards that are ultimately expected to vest, which takes into consideration estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize the expense or benefit from adjusting the estimated forfeiture rate in the period that the forfeiture estimate changes. The effect of forfeiture adjustments was $0.2 million during the three month period ended June 30, 2012. The effect of forfeiture adjustments was not material during the three month period ended June 30, 2011.

	Three Months Ended September 30,					Six Months Ended September 30,
	2012		2011			2012		2011
Weighted average estimated fair value per award		(1)	$	0.61		$	(1)	$	0.83
Expected term from grant date (in years)		(1)	5				(1)	6
Risk free interest rate		(1)	1.8		%		(1)	2.5		%
Expected volatility		(1)	55		%		(1)	54		%
Expected dividend yield		(1)	—		%		(1)	—		%

10(1) No options were granted during the three or six month periods ended September 30, 2012.

~~Table~~Share-based compensation expense is based on awards that are ultimately expected to vest, which takes into consideration estimated forfeitures. Forfeitures are estimated at the time of ~~Contents~~grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We recognize the expense or benefit from adjusting the estimated forfeiture rate in the period that the forfeiture estimate changes. The effect of forfeiture adjustments was not material during the three month period ended September 30, 2012 and was $0.2 million during the six month period ended September 30, 2012. The effect of forfeiture adjustments was not material during the three and six month periods ended September 30, 2011.

~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES~~10

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

~~Stock~~NOTES ~~option~~TO ~~transactions~~CONDENSED ~~during~~CONSOLIDATED ~~the~~FINANCIAL ~~three month period ended June 30, 2012 are summarized as follows:~~STATEMENTS

	Shares		Weighted Avg. Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value(1) (in thousands)
Outstanding as of April 1, 2012	2,096,952		$	4.08
Forfeited/expired	(41,800	)	2.12
Outstanding as of June 30, 2012	2,055,152		4.12		6.2	$	—
Options exercisable as of June 30, 2012	1,600,227		4.71		5.5	—
Options vested and expected to vest—non-officers	1,326,945		4.46		5.8	—
Options vested and expected to vest—officers	668,241		3.61		6.8	—

(UNAUDITED)

~~(1) The~~Stock ~~aggregate~~option ~~intrinsic~~transactions ~~value~~during ~~represents~~ the ~~difference~~six ~~between~~month ~~the~~period ~~exercise~~ended ~~price and the value of New Frontier Media~~September ~~stock~~30, at2012 ~~the~~are ~~time~~summarized ofas ~~exercise or at the end of the period if unexercised.~~follows:

As of June 30, 2012, there were $0.2 million and $0.1 million of total unrecognized compensation costs for non-officers and officers, respectively, related to stock options granted under equity incentive plans. The unrecognized compensation costs for non-officers and officers are expected to be recognized over a weighted average period of approximately two years.

	Shares		Weighted Avg. Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value(1) (in thousands)
Outstanding as of April 1, 2012	2,096,952		$	4.08
Forfeited/expired	(726,800	)	3.44
Outstanding as of September 30, 2012	1,370,152		4.41		5.7	$	—

Options exercisable as of September 30, 2012	1,026,177		5.20		4.8	—

Options vested and expected to vest—non-officers	1,054,239		4.70		5.3	—

Options vested and expected to vest—officers	278,037		3.63		6.9	—

~~NOTE~~(1) The 5aggregate —intrinsic ~~SEGMENT~~value ~~AND~~represents ~~GEOGRAPHIC~~the ~~INFORMATION~~difference between the exercise price and the value of New Frontier Media stock at the time of exercise or at the end of the period if unexercised.

~~Operating~~As ~~segments~~of ~~are~~September 30, ~~defined~~2012, asthere ~~components~~was $0.1 million of antotal ~~enterprise~~unrecognized ~~for~~compensation ~~which~~costs ~~separate~~for ~~financial~~each ~~information~~of isthe ~~available~~non-officer and ~~regularly~~officer ~~reviewed~~groups byrelated ~~the~~to ~~chief~~stock ~~operating~~options ~~decision~~granted ~~maker~~under equity incentive plans. We ~~have~~The ~~the~~unrecognized ~~following~~compensation ~~reportable~~costs ~~operating~~for ~~segments:~~non-officers and officers are expected to be recognized over a weighted average period of approximately one year and two years, respectively.

·NOTE ~~Transactional~~5 TV—~~distributes~~ ~~branded~~FAIR ~~adult~~VALUE ~~entertainment PPV networks and VOD content through electronic distribution platforms including cable television and direct broadcast satellite (DBS) operators.~~MEASUREMENT

·We ~~Film~~account ~~Production—produces~~for ~~and~~certain ~~distributes~~assets ~~mainstream~~and ~~films~~liabilities ~~and~~at ~~erotic~~fair ~~features~~value. ~~These~~The ~~films~~hierarchy ~~are~~below ~~distributed~~lists onthe ~~U.S.~~three ~~and~~levels ~~international~~of ~~premium~~fair ~~channels,~~value ~~PPV~~based ~~channels~~on ~~and~~the ~~VOD~~extent ~~systems~~to ~~across~~which ainputs ~~range~~used ofin ~~cable~~measuring ~~and~~fair ~~satellite~~value ~~distribution~~are ~~platforms.~~observable ~~The~~in ~~Film~~the ~~Production~~market. ~~segment~~We ~~also~~categorize ~~distributes~~each aof ~~full~~our ~~range~~fair ofvalue ~~independently~~measurements ~~produced~~in ~~motion~~one ~~pictures~~of tothree ~~markets~~levels ~~around~~based on the ~~world.~~lowest ~~Additionally,~~level ~~this~~input ~~segment~~that ~~periodically~~is ~~provides~~significant ~~producer-for-hire~~to ~~services~~the tofair ~~major~~value ~~Hollywood~~measurement ~~studios~~in its entirety. These levels are:

· Level ~~Direct-to-Consumer~~1—~~aggregates~~inputs ~~and~~are ~~resells~~based ~~adult~~upon ~~content~~unadjusted ~~via~~quoted ~~the~~prices ~~internet.~~for ~~The~~identical ~~Direct-to-Consumer~~instruments ~~segment~~traded ~~sells~~in ~~content~~active ~~to subscribers primarily through its consumer websites~~markets.

· Level ~~Corporate Administration~~2—~~includes~~inputs ~~all~~are ~~costs~~based ~~associated~~upon ~~with~~quoted ~~the~~prices ~~operation~~for ofsimilar ~~the~~instruments ~~public~~in ~~holding~~active ~~company~~markets, ~~New~~quoted ~~Frontier~~prices ~~Media, Inc.,~~for ~~that~~identical ~~are~~or ~~not~~similar ~~directly~~instruments ~~allocable~~in tomarkets ~~the~~that ~~Transactional~~are ~~TV,~~not ~~Film Production~~active, orand ~~Direct~~model-~~to-Consumer~~based ~~segments.~~valuation ~~These~~techniques ~~costs~~(such ~~include,~~as ~~but~~a ~~are~~Black-Scholes ~~not~~model) ~~limited~~for ~~to,~~which ~~legal~~all ~~expenses,~~significant ~~accounting~~inputs ~~expenses,~~are ~~human~~observable ~~resource~~in ~~department~~the ~~costs,~~market ~~insurance~~or ~~expenses,~~can ~~registration~~be ~~and~~corroborated ~~filing~~by ~~fees~~observable ~~with~~market ~~NASDAQ,~~data ~~executive~~for ~~employee~~substantially ~~costs,~~the ~~and~~full ~~costs~~term ~~associated~~of ~~with~~ the ~~public~~assets ~~company~~or ~~filings and shareholder communications~~liabilities.

~~The~~· Level ~~accounting~~3—inputs ~~policies~~are ofgenerally ~~the~~unobservable ~~reportable~~and ~~segments~~typically ~~are~~reflect ~~the~~management’s ~~same~~estimates asof ~~those~~assumptions ~~described~~that market participants would use in pricing the ~~summary~~asset ofor ~~accounting policies~~liability. The ~~reportable~~fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

11Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

~~Table~~We measure certain assets, such as film costs and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values are determined based on valuation techniques using the best information available and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the unamortized cost of ~~Contents~~the asset exceeds its fair value. The following table presents our assets and liabilities measured at fair value on a nonrecurring basis as of September 30, 2012 (in thousands):

~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES~~11

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

~~segments~~NOTES ~~are~~TO ~~distinct~~CONDENSED ~~business~~CONSOLIDATED ~~units~~FINANCIAL ~~that are separately managed with different distribution channels. The selected operating results of the segments during the three month periods ended June 30 were as follows (in thousands):~~STATEMENTS

	Three Months Ended June 30,
	2012			2011
Net revenue
Transactional TV	$	8,119		$	8,674
Film Production	3,456			1,543
Direct-to-Consumer	107			211
Total	$	11,682		$	10,428
Income (loss) before income tax benefit (expense)
Transactional TV	$	985		$	2,117
Film Production	674			290
Direct-to-Consumer	12			(159		)
Corporate Administration	(2,795		)	(2,243		)
Total	$	(1,124	)	$	5
Depreciation and amortization
Transactional TV	$	1,666		$	1,690
Film Production	1,807			188
Direct-to-Consumer	16			34
Corporate Administration	12			12
Total	$	3,501		$	1,924

(UNAUDITED)

The total identifiable asset balance by operating segment as of the dates presented was as follows (in thousands):

	Level 1		Level 2		Level 3		Net Fair Value
Other long-lived assets (1)	$	—	$	—	$	72	$	72

	June 30, 2012		March 31, 2012
Identifiable Assets
Transactional TV	$	28,513	$	27,642
Film Production	8,132		8,839
Direct-to-Consumer	215		222
Corporate Administration	17,668		18,048
Total assets	$	54,528	$	54,751

(1) Measurement relates to the Transactional TV segment’s other long-lived assets. The recorded carrying value of an asset was reduced to its estimated fair value based on management’s estimates of assumptions that market participants would use in pricing the asset. As a result, we recorded an immaterial impairment charge within the charge for asset impairments line item in the condensed consolidated statements of operations.

~~Approximately~~The ~~$0.1 million~~following intable ~~total~~presents our assets ~~were~~and ~~located~~liabilities inmeasured ~~Europe~~at asfair ofvalue ~~June 30,~~on ~~2012.~~a ~~All~~nonrecurring ~~other~~basis ~~assets~~as ~~were~~of ~~located~~March in31, ~~the~~2012 ~~U.S.~~(in thousands):

Net revenue, classified by geographic billing location of the customer, during the three month periods ended June 30 was as follows (in thousands):

	Level 1		Level 2		Level 3			Net Fair Value
Goodwill (2)	$	—	$	—	$	—	*	$	—
Film costs (3)		—		—		6			6
Other long-lived assets (4)		—		—		100			100

	Three Months Ended June 30,
	2012		2011
United States	$	9,359	$	8,206
International:
Europe, Middle East and Africa	740		419
Latin America	869		833
Canada	625		842
Asia	89		128
Total international	2,323		2,222
Total	$	11,682	$	10,428

* Fair values were measured using level 3 inputs, and the fair values were zero.

12(2) Measurement relates to the Transactional TV segment’s goodwill impairment analysis. We recorded a $3.7 million goodwill impairment charge to reduce the goodwill balance from $3.7 million to the implied fair value of goodwill of zero during fiscal year 2012.

~~Table~~(3) Measurement relates to the Film Production segment’s film cost impairment analysis. We adjusted downward the estimated future revenue for several films due to a continuation of ~~Contents~~underperformance relative to expectations, which caused the estimated fair value of the films to be less than the unamortized film cost. As a result, we recorded a $0.2 million film cost impairment charge.

~~NEW~~(4) Measurement ~~FRONTIER~~relates ~~MEDIA~~to the Transactional TV segment’s other long-lived assets. The recorded carrying value of an asset was reduced to its estimated fair value based on management’s estimates of assumptions that market participants would use in pricing the asset. As a result, ~~INC~~ we recorded a $0.1 ~~AND~~million ~~SUBSIDIARIES~~asset impairment charge in fiscal year 2012.

~~NOTES~~NOTE TO6 ~~CONDENSED~~— ~~CONSOLIDATED~~SEGMENT ~~FINANCIAL~~AND ~~STATEMENTS~~GEOGRAPHIC INFORMATION

~~(UNAUDITED)~~Operating segments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker. We have the following reportable operating segments:

~~NOTE~~· 6Transactional TV—distributes ~~MAJOR~~branded ~~CUSTOMERS~~adult entertainment PPV networks and VOD content through electronic distribution platforms including cable television and direct broadcast satellite (DBS) operators.

~~Our~~· ~~major~~Film ~~customers~~Production—produces ~~(customers~~and ~~with~~distributes ~~revenue~~mainstream ~~equal~~films toand orerotic infeatures. ~~excess~~These offilms ~~10%~~are ofdistributed ~~consolidated~~on ~~net~~U.S. ~~revenue~~and ~~during~~international ~~any~~premium ~~one~~channels, ofPPV ~~the~~channels ~~presented~~and ~~periods)~~VOD ~~are~~systems ~~Comcast~~across ~~Corporation~~a ~~(Comcast),~~range ~~DIRECTV, Inc.~~of ~~(DirecTV),~~cable ~~Time Warner, Inc. (Time Warner),~~ and ~~DISH~~satellite ~~Network~~distribution ~~Corporation (DISH)~~platforms. ~~Revenue~~The ~~from~~Film ~~these~~Production ~~customers~~segment isalso ~~included~~distributes ina ~~the~~full ~~Transactional~~range TVof ~~and~~independently ~~Film~~produced ~~Production~~motion ~~segments.~~pictures ~~Net~~to ~~revenue~~markets ~~from~~around ~~these~~the ~~customers~~world. asAdditionally, athis ~~percentage~~segment ofperiodically ~~total~~provides ~~net revenue~~ producer-for-hire ~~the~~services ~~three~~to ~~month~~major ~~periods~~Hollywood ~~ended June 30 was as follows:~~studios.

	Three Months Ended June 30,
	2012		2011
Comcast	16	%	17	%
DirecTV	11	%	11	%
Time Warner	9	%	12	%
DISH	7	%	10	%

· Direct-to-Consumer—aggregates and resells adult content via the internet. The Direct-to-Consumer segment sells content to subscribers primarily through its consumer websites.

~~The outstanding~~· ~~accounts~~Corporate ~~receivable~~Administration—includes ~~balances~~all ~~due~~costs ~~from~~associated ~~our~~with ~~major~~the ~~customers~~operation as of the ~~dates~~public ~~presented~~holding ~~were~~company, asNew ~~follows~~Frontier ~~(in~~Media, Inc., ~~thousands):~~that are not directly allocable to the Transactional TV, Film Production, or Direct-to-Consumer segments. These costs include, but are not limited to, legal expenses, accounting expenses, human resource department costs, insurance expenses, registration and filing fees with NASDAQ, executive employee costs, and costs associated with the public company filings and shareholder communications.

	June 30, 2012	March 31, 2012
Comcast	1,199	1,264
DirecTV	367	822
Time Warner	406	292
DISH	515	562

The accounting policies of each reportable segment are the same as those described in the Note 1 — Summary of Significant Accounting Policies. The reportable segments are distinct business units that are separately managed with different distribution channels. The selected operating results of the segments during each of the three and six month periods ended September 30 were as follows (in thousands):

We also recognized revenue from one Film Production segment customer that represented approximately 19% of the total net revenue during the three month period ended June 30, 2012. Our outstanding accounts receivable balance due from this customer as of June 30, 2012 was approximately $2.3 million.12

~~The~~Table ~~loss~~ of ~~any of our major customers would have a material adverse effect on our results of operations and financial condition.~~Contents

~~NOTE~~NEW 7FRONTIER —MEDIA, INC. ~~INCOME~~AND ~~TAXES~~SUBSIDIARIES

~~Deferred~~NOTES ~~tax~~TO ~~assets~~CONDENSED ~~and~~CONSOLIDATED ~~liabilities~~FINANCIAL reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We establish valuation allowances when, based on an evaluation of objective evidence, there is a likelihood that some portion or all of the deferred tax assets will not be realized. This evidence may include, but is not limited to, our historical operating results, the nature of the deferred tax assets, and our projected future operating results. We had no material changes in our valuation allowances during the three month period ended June 30, 2012.STATEMENTS

We account for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon effective settlement. During the fiscal year ended March 31, 2012, the Internal Revenue Service (~~IRS~~UNAUDITED) initiated an audit of our fiscal year 2010 tax returns and has expanded its audit to also include certain deductions included in the fiscal year 2009 returns. Based on recent discussions, we believe the IRS will propose adjustments to our previously filed fiscal year 2010 and 2009 tax returns to disallow the acceleration of certain film cost amortization based on its conclusions regarding the explicitness of certain movie content. We have recorded immaterial amounts of less than $0.1 million associated with the uncertain tax positions, and we do not believe the impact of any such IRS proposed adjustment will be material to our financial position or results of operations.

	Three Months Ended September 30,						Six Months Ended September 30,
	2012			2011			2012			2011
Net revenue
Transactional TV	$	8,117		$	8,746		$	16,236		$	17,420
Film Production	1,554			1,365			5,010			2,908
Direct-to-Consumer	97			194			204			405
Total	$	9,768		$	10,305		$	21,450		$	20,733
Income (loss) before income tax expense
Transactional TV	$	885		$	2,094		$	1,871		$	4,211
Film Production	596			140			1,270			430
Direct-to-Consumer	(1		)	(106		)	10			(265		)
Corporate Administration	(2,969		)	(1,887		)	(5,764		)	(4,130		)
Total	$	(1,489	)	$	241		$	(2,613	)	$	246
Depreciation and amortization
Transactional TV	$	1,685		$	1,591		$	3,351		$	3,281
Film Production	182			285			1,989			473
Direct-to-Consumer	15			30			32			64
Corporate Administration	12			12			23			24
Total	$	1,894		$	1,918		$	5,395		$	3,842

13The total identifiable asset balance by operating segment as of the dates presented was as follows (in thousands):

Table of Contents

	September 30, 2012		March 31, 2012
Identifiable Assets
Transactional TV	$	27,675	$	27,642
Film Production	7,709		8,839
Direct-to-Consumer	282		222
Corporate Administration	17,364		18,048
Total assets	$	53,030	$	54,751

~~NEW~~Approximately ~~FRONTIER~~$0.1 million ~~MEDIA,~~of total assets were located in Europe as of September ~~INC~~30, 2012. ~~AND~~All ~~SUBSIDIARIES~~other assets were located in the U.S.

~~NOTES~~Net TOrevenue, ~~CONDENSED~~classified ~~CONSOLIDATED~~by ~~FINANCIAL~~geographic ~~STATEMENTS~~billing location of the customer, during the three and six month periods ended September 30 was as follows (in thousands):

(UNAUDITED)

	Three Months Ended September 30,				Six Months Ended September 30,
	2012		2011		2012		2011

United States net revenue	$	7,414	$	8,279	$	16,773	$	16,485

International net revenue:
Europe, Middle East and Africa	419		601		1,159		1,020
Latin America	1,374		721		2,243		1,554
Canada	500		639		1,125		1,481
Asia	61		65		150		193
Total international net revenue	2,354		2,026		4,677		4,248

Total net revenue	$	9,768	$	10,305	$	21,450	$	20,733

~~no longer subject to examination of our state income tax returns for years prior to the fiscal year ended March 31, 2008.~~13

~~NOTE~~Table 8of ~~— BORROWING ARRANGEMENTS~~Contents

OnNEW ~~December 13,~~FRONTIER ~~2011~~MEDIA, ~~we extended our $5.0~~ ~~million line of credit through December 15, 2012~~INC. ~~The~~AND line of credit is secured by certain accounts receivable assets and bears interest at the greater of (a) the current prime rate less 0.125 percentage points per annum, or (b) 5.75% per annum. The line of credit may be drawn from time to time to support our operations and short-term working capital needs, if any. A loan origination fee of 0.5% of the available line was paid upon the execution of the line of credit and is being amortized over the life of the line of credit. The line of credit includes a maximum borrowing base equal to the lesser of 75% of certain accounts receivable assets securing the line of credit or $5.0 million, and the maximum borrowing base as of June 30, 2012 was $5.0 million. The average outstanding line of credit principal balance for each of the three month periods ended June 30, 2012 and 2011 was $0.1 million. The interest rate on our line of credit during each of the three month periods ended June 30, 2012 and 2011 was 5.75%.SUBSIDIARIES

~~The~~NOTES ~~line~~TO ofCONDENSED ~~credit~~CONSOLIDATED ~~contains~~FINANCIAL conditions precedent that must be satisfied prior to any borrowing and affirmative and negative covenants customary for facilities of this type, including without limitation, (a) a requirement to maintain a current asset to current liability ratio of at least 1.5 to 1.0, (b) a requirement to maintain a total liability to tangible net worth ratio not to exceed 1.0 to 1.0, (c) prohibitions on additional borrowing, lending, investing or fundamental corporate changes without prior consent from the lender, (d) a prohibition on declaring, without consent, any dividends, other than dividends payable in our stock, and (e) a requirement that there be no material adverse change in our current client base as it relates to our largest clients. The line of credit provides that an event of default will exist in certain circumstances, including without limitation, our failure to make payment of principal or interest on borrowed amounts when required, failure to perform certain obligations under the line of credit and related documents, defaults in certain other indebtedness, our insolvency, a change in control, any material adverse change in our financial condition and certain other events customary for facilities of this type. As of June 30, 2012, our outstanding principal balance under the line of credit was $0.1 million, and we were in compliance with the related covenants.STATEMENTS

~~NOTE 9 — COMMITMENTS AND CONTINGENCIES~~(UNAUDITED)

~~Guarantees~~NOTE 7 — MAJOR CUSTOMERS

Our ~~Film~~major ~~Production~~customers ~~segment~~(customers ~~completed~~with ~~producer-for-hire~~revenue ~~services~~equal ~~during the fiscal year ended March 31, 2011 related~~ to aor ~~movie production~~ in ~~the~~excess ~~state~~ of ~~Georgia.~~10% ~~Based on the location~~ of ~~the~~consolidated ~~production~~net ~~and~~revenue ~~other~~during ~~factors,~~any weone ~~received~~of ~~certain transferable production tax credits in~~ the ~~state~~presented ofperiods) ~~Georgia.~~are ~~Subsequent~~Comcast toCorporation ~~the completion of the production~~(Comcast), weTime ~~entered into an agreement to sell the tax credits for a net purchase price of approximately $0.8~~Warner, ~~million~~Inc. If(Time ~~the~~Warner), ~~tax credits are recaptured~~DIRECTV, Inc. ~~forfeited~~(DirecTV), ~~recovered~~and orDISH ~~otherwise~~Network ~~become~~Corporation ~~invalid~~(DISH). ~~within~~Revenue afrom ~~four~~these ~~year~~customers ~~period~~is ~~subsequent~~included toin ~~our sale of~~ the ~~tax~~Transactional ~~credits,~~TV weand ~~have~~Film ~~agreed~~Production tosegments. ~~reimburse~~Net ~~the~~revenue ~~buyer~~from ~~for~~these ~~the~~customers ~~value of the invalid tax credits~~ as ~~well~~a aspercentage ~~any~~of ~~interest,~~total ~~penalties~~net orrevenue ~~other~~for ~~fees~~each ~~incurred in connection with the loss~~ of the ~~tax~~three ~~credits. We believe the tax credits are valid~~ and dosix ~~not~~month ~~expect~~periods ~~that~~ended weSeptember 30 ~~will~~was beas ~~required to reimburse the buyer.~~follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2012		2011		2012		2011
Comcast	19	%	21	%	17	%	19	%
Time Warner	12	%	11	%	10	%	12	%
DirecTV	12	%	11	%	11	%	11	%
DISH	9	%	10	%	8	%	10	%

~~Table~~The outstanding accounts receivable balances due from our major customers as of ~~Contents~~the dates presented were as follows (in thousands):

NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

	September 30, 2012		March 31, 2012
Comcast	$	1,075	$	1,264
DISH	805		562
DirecTV	912		822
Time Warner	460		292

~~NOTES~~We TOalso ~~CONDENSED~~recognized ~~CONSOLIDATED~~revenue ~~FINANCIAL~~from ~~STATEMENTS~~one Film Production segment customer that represented approximately 11% of the total net revenue during the six month period ended September 30, 2012. No outstanding accounts receivable balance was due from this customer as of September 30, 2012.

~~(UNAUDITED)~~The loss of any of our major customers would have a material adverse effect on our results of operations and financial condition.

~~Legal~~NOTE ~~Proceedings~~8 — INCOME TAXES

OnDeferred ~~March 9,~~tax ~~2012,~~assets weand ~~received~~liabilities anreflect ~~unsolicited,~~the ~~conditional~~net ~~acquisition~~tax ~~offer~~effects ~~from Longkloof Limited, one~~ of ~~our~~temporary ~~existing~~differences ~~shareholders~~between ~~(Longkloof),~~the tocarrying ~~acquire~~amounts ~~all~~ of ~~the~~assets ~~outstanding~~and ~~shares~~liabilities offor ~~the~~financial ~~common~~reporting ~~stock~~purposes ofand the ~~Company~~amounts ~~not~~used ~~already~~for ~~owned~~income bytax ~~Longkloof~~purposes. ~~and~~We ~~its~~establish ~~affiliates~~valuation ~~pursuant~~allowances towhen, anbased ~~all-cash~~on ~~transaction. That~~an ~~offer~~evaluation ~~was~~of ~~publicly~~objective ~~announced~~evidence, bythere ~~Longkloof~~is ~~and~~a ~~the~~likelihood ~~receipt~~that ~~thereof~~some ~~was~~portion ~~also~~or ~~publicly~~all ~~confirmed~~of by the ~~Company. On~~deferred ~~March 23,~~tax ~~2012,~~assets ~~Mr. Elwood~~will M.not ~~White~~be ~~filed~~realized. aThis ~~class~~evidence ~~action~~may ~~complaint~~include, inbut ~~the~~is ~~Boulder~~not ~~County~~limited to, ~~Colorado~~our ~~District~~historical ~~Court~~operating ~~for~~results, the ~~20th~~nature ~~Judicial District~~ of the ~~State~~deferred oftax ~~Colorado~~assets, ~~purportedly~~our onprojected ~~behalf~~future ofoperating ~~our public shareholders~~results, ~~against us~~ and ~~our~~any ~~board~~unusual ofexpenses ~~directors. The complaint alleges~~ that ~~the~~are ~~individual~~not ~~members~~expected ofto ~~our~~recur. ~~board~~We ofhad ~~directors~~no ~~have~~material ~~breached~~changes ~~their~~in ~~fiduciary duties owed to~~ our ~~shareholders~~valuation inallowances ~~connection~~during ~~with~~ the ~~receipt~~six ofmonth ~~Longkloof’s~~period ~~offer~~ended ~~on March~~September 930, 2012.

~~Mr. White’s~~Our ~~complaint~~effective ~~seeks,~~tax ~~among~~rates ~~other~~for ~~things, an order allowing~~ the ~~action~~periods topresented bediffer ~~maintained~~from ~~as a class action and certifying Mr. White as~~ the ~~class representative and his counsel as class counsel~~U.S. Itstatutory ~~also~~rate ~~seeks to enjoin our board~~ of ~~directors~~35% todue ~~exercise their fiduciary duties~~ to ~~obtain~~ a ~~transaction~~number ~~that~~of isfactors inincluding the ~~best~~mix ~~interests~~ of ~~our~~profit ~~shareholders,~~and aloss ~~declaration~~between ~~that~~various ~~our~~taxing ~~board~~jurisdictions ~~of directors has violated their fiduciary duties, an order directing us~~ and ~~our~~the ~~board~~impact of ~~directors~~permanent toitems ~~account~~that toaffect ~~the~~book ~~class~~income ~~for~~but ~~any~~do ~~damages~~not ~~sustained~~affect ~~because~~taxable ofincome. For ~~the alleged wrongs~~example, ~~and~~our anresults ~~award to Mr. White~~ of ~~the~~operations ~~costs~~during of the ~~action,~~three ~~including Mr. White’s attorneys’~~ and ~~experts’~~six ~~fees.~~month Weperiods ~~believe~~ended ~~Mr.~~September ~~White’s~~30, ~~claim~~2012 isinclude ~~without~~certain ~~merit~~strategic ~~and~~assessment wecosts ~~intend~~incurred toin ~~vigorously~~connection ~~defend~~with ~~against this matter. Based on our current knowledge, a reasonable estimate of~~ the ~~possible~~Agreement ~~loss~~and orPlan ~~range~~ of ~~loss~~Merger ~~associated~~ with ~~the~~LFP ~~complaint~~Broadcasting, ~~cannot~~LLC beand ~~made~~Flynt ~~at this time~~Broadcast, Inc. These ~~Legal~~transaction ~~proceedings~~costs are ~~subject~~not expected to ~~inherent~~be ~~uncertainties,~~deductible ~~and~~for ~~unfavorable~~income ~~rulings~~tax orpurposes ~~other~~because ~~events~~we ~~could~~expect ~~occur. Were unfavorable final outcomes~~ to ~~occur,~~complete ~~there exists~~ the ~~possibility~~merger. ofIf athe ~~material~~merger ~~adverse~~is ~~impact~~not oncompleted, ~~our~~the ~~financial~~transaction ~~position,~~costs ~~results~~are ofexpected ~~operation,~~to orbe ~~cash flows~~deductible.

~~Other~~We ~~Legal~~account ~~Proceedings~~for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon effective settlement. During the fiscal year ended March 31, 2012, the Internal Revenue Service (IRS) initiated an audit of our fiscal year 2010 tax returns and expanded its audit to also include certain deductions included in the fiscal year 2011 returns. Based on recent discussions and correspondence, the IRS has proposed adjustments to our previously filed fiscal year 2011 and 2010 tax returns to disallow the acceleration of certain film cost deductions. We have agreed to settle the amounts with the IRS, which represent approximately $48,000 of deductions. The adjustment did not have a material impact on our consolidated statements of operations.

In the normal course of business, we are subject to various lawsuits and claims. We believe that the final outcome of these matters, either individually or in the aggregate, will not have a material effect on our financial statements.14

~~Other~~Table ~~Contingencies~~of Contents

~~During~~NEW ~~the~~FRONTIER ~~three month period ended June 30~~MEDIA, 2012, we incurred approximately $0.4 million in litigation costs within the Corporate Administration segment in connection with litigation between the Company and Longkloof (and various associated parties thereof), which was pending in the U.S. District Court for the District of Colorado. This litigation was settled and dismissed without prejudice on July ~~12, 2012 pursuant to a settlement agreement entered into by the Company, Longkloof and various associated parties~~INC. ~~The~~ ~~settlement~~AND ~~agreement also ended the proxy contest that Longkloof had threatened against the Company.~~SUBSIDIARIES

ANOTES ~~portion~~TO ofCONDENSED ~~the~~CONSOLIDATED ~~litigation~~FINANCIAL costs may be reimbursable under certain of the Company’s insurance policies including, but not limited to, those that provide coverage for the Company’s directors and officers against claims made against them. Based on our current knowledge, the ultimate outcome of the reimbursements cannot be reasonably determined at this time. Accordingly, we have not recorded any amounts associated with the possible insurance reimbursements, and the insurance reimbursements, if any, will not be recorded in the financial statements until we reach a final resolution of these claims with our insurance carriers. While the Company believes that a portion of its legal fees incurred in connection with the Longkloof litigation, including, but not limited to, those incurred in connection with defending the Company and its directors against the various counterclaims that Longkloof filed against the Company and its directors, given that discussions with the insurance carriers are still ongoing, no assurances can be given that the insurance carriers will reimburse the Company for any of its legal fees incurred in connection with the Longkloof litigation.STATEMENTS

(UNAUDITED)

We file U.S. federal, state and foreign income tax returns. With few exceptions, we are no longer subject to examination of our federal income tax returns for the years prior to the fiscal year ended March 31, 2009, and we are no longer subject to examination of our state income tax returns for years prior to the fiscal year ended March 31, 2008.

NOTE 9 — BORROWING ARRANGEMENTS

On December 13, 2011, we extended our $5.0 million line of credit through December 15, 2012. The line of credit is secured by certain accounts receivable assets and bears interest at the greater of (a) the current prime rate less 0.125 percentage points per annum, or (b) 5.75% per annum. The line of credit may be drawn from time to time to support our operations and short-term working capital needs, if any. A loan origination fee of 0.5% of the available line was paid upon the execution of the line of credit and is being amortized over the term of the line of credit. The line of credit includes a maximum borrowing base equal to the lesser of 75% of certain accounts receivable assets securing the line of credit or $5.0 million, and the maximum borrowing base as of September 30, 2012 was $4.7 million. The average outstanding line of credit principal balance for each of the three and six month periods ended September 30, 2012 and 2011 was $0.1 million. The interest rate on our line of credit during each of the three and six month periods ended September 30, 2012 and 2011 was 5.75%.

The line of credit contains conditions precedent that must be satisfied prior to any borrowing and affirmative and negative covenants customary for facilities of this type, including without limitation, (a) a requirement to maintain a current asset to current liability ratio of at least 1.5 to 1.0, (b) a requirement to maintain a total liability to tangible net worth ratio not to exceed 1.0 to 1.0, (c) prohibitions on additional borrowing, lending, investing or fundamental corporate changes without prior consent from the lender, (d) a prohibition on declaring, without consent, any dividends, other than dividends payable in our stock, and (e) a requirement that there be no material adverse change in our current client base as it relates to our largest clients. The line of credit provides that an event of default will exist in certain circumstances, including without limitation, our failure to make payment of principal or interest on borrowed amounts when required, failure to perform certain obligations under the line of credit and related documents, defaults in certain other indebtedness, our insolvency, a change in control, any material adverse change in our financial condition and certain other events customary for facilities of this type. As of September 30, 2012, our outstanding principal balance under the line of credit was $0.1 million, and we were in compliance with the related covenants.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Guarantees

Our Film Production segment completed producer-for-hire services during the fiscal year ended March 31, 2011 related to a movie production in the state of Georgia. Based on the location of the production and other factors, we received certain transferable production tax credits in the state of Georgia. Subsequent to the completion of the production, we entered into an agreement to sell the tax credits for a net purchase price of approximately $0.8 million. If the tax credits are recaptured, forfeited, recovered or otherwise become invalid within a four year period subsequent to our sale of the tax credits, we have agreed to reimburse the buyer for the value of the invalid tax credits as well as any interest, penalties or other fees incurred in connection with the loss of the tax credits. We believe the tax credits are valid and do not expect that we will be required to reimburse the buyer.

Legal Proceedings

On October 15, 2012, the Company, LFP Broadcasting, LLC (Parent), and Flynt Broadcast, Inc., a wholly-owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub commenced a cash offer (Offer) on October 29, 2012 to acquire all of the issued and outstanding shares of common stock of the Company at a price per share equal to (1) $2.02, net to the seller in cash, without interest, and (2) one contingent right per share of the Company, which shall represent the contractual right to receive a Contingent Cash Payment (as such term is defined in the Contingent Payment Rights Agreement in the form attached to the Merger Agreement as Exhibit A).

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Merger Complaints

On October 19, 2012, a class action complaint captioned Elwood M. White, on behalf of himself and all others similarly situated v. New Frontier Media Inc., et. al., Filing ID 47171741, was filed in the Denver County District Court in the State of Colorado (the White Complaint). The White Complaint purports to assert claims on behalf of the public shareholders of the Company and names as defendants the members of the special committee and the Company’s board of directors, as well as the Company, Parent and Merger Sub. The White Complaint alleges, among other things, that the Company’s directors breached their fiduciary duties to the Company’s shareholders in connection with the Offer and the subsequent merger contemplated by the Merger Agreement and further claims that the Company and Parent aided and abetted those alleged breaches of fiduciary duty. It seeks injunctive relief to prevent the parties from proceeding with, consummating, or closing the Offer and the subsequent merger contemplated by the Merger Agreement, an accounting by the defendants for damages sustained as a result of the alleged wrongdoing, and plaintiff’s costs and attorneys’ and experts’ fees. The Company believes the White Complaint lacks merit and intends to contest it vigorously. Based on our current knowledge, a reasonable estimate of the possible loss or range of loss associated with the complaint cannot be made at this time. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our financial position, results of operation, or cash flows.

On November 2, 2012, a class action complaint captioned Dennis Palkon, individually and on behalf all others similarly situated v. New Frontier Media Inc., et. al., was filed in the Boulder County District Court in the State of Colorado (the Palkon Complaint). The Palkon Complaint purports to assert claims on behalf of the public shareholders of the Company and names as defendants the members of the special committee and the Company’s board of directors, as well as the Company, Parent and Merger Sub. The Palkon Complaint alleges, among other things, that the Company’s directors breached their fiduciary duties to the Company’s shareholders in connection with the Offer and the subsequent merger contemplated by the Merger Agreement and further claims that the Company, Parent and Merger Sub aided and abetted those alleged breaches of fiduciary duty. It seeks injunctive relief to prevent the parties from proceeding with, consummating, or closing the Offer and the subsequent merger contemplated by the Merger Agreement and plaintiff’s costs and attorneys’ and experts’ fees. The Company believes the Palkon Complaint lacks merit and intends to contest it vigorously. Based on our current knowledge, a reasonable estimate of the possible loss or range of loss associated with the complaint cannot be made at this time. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our financial position, results of operation, or cash flows.

On November 6, 2012, a derivate action and class action complaint captioned Gopal Chakravarthy, on behalf of himself and all others similarly situated, and derivatively on behalf of New Frontier Media, Inc. v. New Frontier Media Inc., et. al., was filed in the Boulder County District Court in the State of Colorado (the Chakravarthy Complaint). The Chakravarthy Complaint purports to assert claims on behalf of the public shareholders of the Company and names as defendants the members of the special committee and the Company’s board of directors, as well as the Company, Parent and Merger Sub. The Chakravarthy Complaint alleges, among other things, inadequate disclosure in respect of the Company’s Schedule 14D-9 filed with the SEC on October 29, 2012, that the Company’s directors breached their fiduciary duties to the Company’s shareholders in connection with the Offer and the subsequent merger contemplated by the Merger Agreement and further claims that the Company, Parent and Merger Sub aided and abetted those alleged breaches of fiduciary duty. It seeks alleged injunctive relief to prevent the parties from proceeding with, consummating, or closing the Offer and the subsequent merger contemplated by the Merger Agreement, an accounting by the defendants for damages sustained as a result of the alleged wrongdoing, and plaintiff’s costs and attorneys’ and experts’ fees. The Company believes the Chakravarthy Complaint lacks merit and intends to contest it vigorously. Based on our current knowledge, a reasonable estimate of the possible loss or range of loss associated with the complaint cannot be made at this time. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our financial position, results of operation, or cash flows.

On November 8, 2012, a class action complaint captioned Craig Telke, individually and on behalf all others similarly situated v. New Frontier Media Inc., et. al., was filed in the United States District Court for the District of Colorado (the Telke Complaint, and together with the White Complaint, the Palkon Complaint, the Chakravarthy Complaint — the Merger Complaints). The Telke Complaint purports to assert claims on behalf of the public shareholders of the Company and names as defendants the members of the special committee and the Company’s board of directors, as well as the Company, Parent and Merger Sub. The Telke Complaint alleges, among other things, disclosure deficiencies in respect of the Company’s Schedule 14D-9 filed with the SEC on October 29, 2012, and that the Company’s directors breached their fiduciary duties to the Company’s shareholders in

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

connection with the Offer and the subsequent merger contemplated by the Merger Agreement and further claims that the Company, Parent and Merger Sub aided and abetted those alleged breaches of fiduciary duty. It seeks, among other things, alleged injunctive relief to prevent the parties from proceeding with, consummating, or closing the Offer and the subsequent merger contemplated by the Merger Agreement, a declaration that the Company’s Schedule 14D-9 filed with the SEC on October 29, 2012 is materially misleading and contains omissions of material facts, an accounting by the defendants for damages sustained as a result of the alleged wrongdoing, and plaintiff’s costs and attorneys’ and experts’ fees. The Company believes the Telke Complaint lacks merit and intends to contest it vigorously. Based on our current knowledge, a reasonable estimate of the possible loss or range of loss associated with the complaint cannot be made at this time. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our financial position, results of operation, or cash flows.

With respect to the foregoing matters, there can be no assurance that the Company will be successful in their defense. The absence of an injunction or court order (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restraining or prohibiting the making of the Offer, the acceptance for payment of or payment for some or all of the shares of the Company by Parent or Merger Sub or the consummation of the Offer or the subsequent merger contemplated by the Merger Agreement, (ii) seeking to obtain material damages in connection with the Offer or the subsequent merger contemplated by the Merger Agreement, (iii) seeking to restrain, prohibit or limit Parent’s, the Company’s or any of their respective affiliates’ ownership or operation of all or any material portion of the business or assets of the Company or any of its subsidiaries, or (iv) seeking to impose material limitations on the ability of Parent, Merger Sub or any of Parent’s other affiliates effectively to acquire, hold or exercise full rights of ownership of any shares of the Company or any shares of common stock of the surviving corporation after the subsequent merger contemplated by the Merger Agreement, is a condition to Merger Sub’s obligation to consummate the Offer pursuant to the Merger Agreement. See Risk Factors herein for additional discussion.

Mr. White had also previously filed a class action complaint on March 23, 2012 in the Boulder County, Colorado District Court against the Company and its board of directors, purportedly on behalf of the Company’s public shareholders. The complaint alleged that the individual members of the Company’s board of directors breached their fiduciary duties owed to the Company’s shareholders in connection with their consideration of a proposal to acquire all of the outstanding shares of the Company’s common stock made by an existing shareholder. On August 31, 2012, Mr. White dismissed the suit without prejudice.

Longkloof Settlement

On July 12, 2012, the Company entered into a settlement agreement (the Settlement Agreement) with Longkloof Limited, Hosken Consolidated Investments Limited (Johannesburg Stock Exchange: HCI) and various associated parties (the Longkloof Parties) to end the Longkloof Parties’ proxy contest related to the Company’s 2012 annual meeting of shareholders. The settlement also ends the related litigation between the Company and the Longkloof Parties that was pending in the United States District Court for the District of Colorado.

Under the terms of the Settlement Agreement, the Longkloof Parties, which beneficially own in the aggregate approximately 15.9% of the Company’s outstanding shares, agreed to immediately terminate their proxy contest, withdraw their notice of intent to nominate four candidates for election to the Company’s board of directors, and not support, for the balance of 2012, any other person not recommended by the board in seeking representation on the board. In addition, the Longkloof Parties agreed to certain standstill restrictions through December 31, 2012 and the Company agreed that if it does not engage in a sale, merger or similar change of control transaction by December 31, 2012, Longkloof will have the right to designate one person for appointment to the board for a term expiring at the 2013 annual meeting of shareholders and, under certain circumstances, the Company will be obligated to include such designee on the slate of nominees presented by the Company to shareholders at the 2013 annual meeting of shareholders.

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NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As part of the Settlement Agreement, all pending litigation between the Company and the Longkloof Parties was dismissed by the parties without prejudice and without admission of any wrongdoing by any party.

Other Legal Proceedings

Other Contingencies

During the six month period ended September 30, 2012, we incurred approximately $0.5 million in litigation costs within the Corporate Administration segment in connection with litigation between us and the Longkloof Parties. This litigation was settled and dismissed without prejudice on July 12, 2012 pursuant to the Settlement Agreement entered into by us and the Longkloof Parties. A portion of the litigation costs incurred for the Longkloof litigation, as well as those incurred in connection with the Merger Complaints discussed above, may be reimbursable under certain of our insurance policies including, but not limited to, those that provide coverage for our directors and officers against claims made against them. Based on our current knowledge, the ultimate outcome of the reimbursements cannot be reasonably determined at this time. Accordingly, we have not recorded any amounts associated with the possible insurance reimbursements, and the insurance reimbursements, if any, will not be recorded in the financial statements until we reach a final resolution of these claims with our insurance carriers. While we believe that a portion of the legal fees incurred in connection with the Longkloof litigation, including, but not limited to, those incurred in connection with defending us and our directors against the various counterclaims that Longkloof filed against us and our directors are recoverable, given that discussions with the insurance carriers are still ongoing, no assurances can be given that the insurance carriers will reimburse us for any of the legal fees incurred in connection with the Longkloof litigation.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This Quarterly Report on Form 10-Q of New Frontier Media, Inc. and its consolidated subsidiaries, hereinafter identified as we, us, the Company, the Registrant, or similar expressions, and the information incorporated by reference includes forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements regarding trend analysis and our expected financial position and operating results, business strategy, financing plans and the outcome of contingencies are forward-looking statements. Forward-looking statements are also identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “could,” “will,” “would,” and similar expressions or the negative of these terms or other comparable terminology. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to: 1) retain our four major customers and related revenue that accounted for approximately 46% of our total revenue during the six month period ended September 30, 2012; 2) maintain the license fee structures currently in place with our customers; 3) maintain our pay-per-view (PPV) and video-on-demand (VOD) shelf space with existing customers; 4) compete effectively with our current competitors and potential future competitors that distribute adult content to U.S. and international cable multiple system operators (MSOs) and direct broadcast satellite (DBS) providers; 5) successfully compete against other forms of adult entertainment such as pay and free adult-oriented internet websites and adult-oriented premium channel content; 6) produce film content that is well received by our Film Production segment’s customers; 7) comply with current and future regulatory developments both domestically and internationally; 8) retain our key executives; and 9) successfully merge with Flynt Broadcast, Inc. pursuant to the Agreement and Plan of Merger entered into on October 15, 2012, which itself is contingent upon the tender of a majority of our shares in the tender offer commenced by LFP Broadcasting, LLC and Flynt Broadcast, Inc. on October 29, 2012, and has been the subject of four legal suits.

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~~speak~~ITEM ~~only as of the date on which they are made~~2. WeMANAGEMENT’S ~~undertake~~DISCUSSION noAND ~~obligation~~ANALYSIS toOF ~~update~~FINANCIAL orCONDITION ~~revise~~AND ~~publicly~~RESULTS ~~any~~OF ~~forward-looking statements, whether as a result of new information, future events or otherwise~~OPERATIONS.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to: 1) retain our four major customers and related revenue that accounted for approximately 43% of our total revenue during the three month period ended June 30, 2012; 2) maintain the license fee structures currently in place with our customers; 3) maintain our pay-per-view (PPV) and video-on-demand (VOD) shelf space with existing customers; 4) compete effectively with our current competitors and potential future competitors that distribute adult content to U.S. and international cable multiple system operators (MSOs) and direct broadcast satellite (DBS) providers; 5) successfully compete against other forms of adult entertainment such as pay and free adult-oriented internet websites and adult-oriented premium channel content; 6) produce film content that is well received by our Film Production segment’s customers; 7) comply with current and future regulatory developments both domestically and internationally; and 8) retain our key executives. The foregoing list of factors is not exhaustive. A more complete list of factors that might cause such differences include, but are not limited to, those discussed in the Risk Factors section of our most recently filed Annual Report on Form 10-K, as amended, as updated by periodic and current reports that we may file from time to time with the United States Securities and Exchange Commission (SEC) that amend or update such factors. Risk factors are also discussed in Part II, Item 1A, Risk Factors, herein and elsewhere in this Form 10-Q.

Overview

We are a provider of transactional television services and a distributor of general motion picture entertainment. Our key customers include large cable and satellite operators, premium movie channel providers and major Hollywood studios. Our three principal businesses are reflected in the Transactional TV, Film Production and Direct-to-Consumer operating segments. Our Transactional TV segment distributes adult content to cable and satellite operators who then distribute the content to retail consumers via VOD and PPV technology. We earn revenue by receiving a contractual percentage of the retail price paid by consumers to purchase our content on customers’ VOD and PPV platforms. The Transactional TV segment represents our largest operating segment based on revenue and assets and has historically been our most profitable segment; however, the segment has been experiencing declining operating income due to competition from free and low-cost adult websites and the continued global economic downturn. The Film Production segment primarily generates revenue through the distribution of mainstream content to large cable and satellite operators, premium movie channel providers and other content distributors. This segment also periodically provides contract film production services to major Hollywood studios (producer-for-hire arrangements). Our Direct-to-Consumer segment primarily generates revenue from membership fees earned through the distribution of adult content to consumer websites. The Direct-to-Consumer segment has historically incurred operating losses and is expected to continue to incur operating losses for the foreseeable future. Our Corporate Administration segment includes all costs associated with the operation of the public holding company, New Frontier Media, Inc.

~~The~~On ~~business~~October 15, ~~models~~2012, we entered into an Agreement and Plan of ~~each~~Merger, pursuant to which LFP Broadcasting, LLC and Flynt Broadcast, Inc. commenced a tender offer on October 29, 2012 to acquire all of the issued and outstanding shares of our ~~segments~~common ~~are~~stock ~~summarized~~at ~~below~~a price per share equal to (1) $2.02, net to the seller in cash, without interest, and (2) one contingent right per share of our common stock, which shall represent the contractual right to receive a contingent cash payment as defined in the Agreement and Plan of Merger.

Each of our segments is further summarized below.

Transactional TV Segment

The Transactional TV segment is focused on the distribution of content to consumers via MSO and DBS customers’ VOD and PPV services. We earn revenue by receiving a percentage of the total retail purchase price paid by consumers to purchase our content on customers’ VOD and PPV platforms. Revenue growth can occur when we launch our services to new cable MSOs or DBS providers, which would primarily occur in international markets; when the number of subscribers for customers where our services are currently distributed increases, assuming the new subscribers are not a result of consumers switching from one provider to another; when we launch additional services or replace our competitors’ services on existing customer cable and DBS platforms; or when our proportional buy rates improve relative to our competitors. Alternatively, our revenue could decline if we were to experience lower consumer buy rates, as has been the case with the recent general economic downturn; if consumers migrate to other forms of low-cost or free adult entertainment such as pay and free internet websites; if our customers contract to pay us a smaller percentage of the consumer retail purchase price; if additional competitive channels are added to our customers’ platforms; if our existing customers remove or replace our services on their platform; or if the volume of consumer buys of lower priced content is not significant enough to offset the impact of lower prices.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Film Production Segment

The Film Production segment has historically derived the majority of its revenue from two principal businesses: (1) the production and distribution of original motion pictures including erotic thrillers and horror movies (collectively, owned content); and (2) the distribution of third party films where we act as a sales agent for the product (repped content). This segment also periodically provides contract film production services to certain major Hollywood studios.

Direct-to-Consumer Segment

Our Direct-to-Consumer segment generates revenue primarily by selling memberships to our adult consumer websites. We have experienced declines in the Direct-to-Consumer segment revenue, which we believe is due to a decline in consumer spending as a result of the unfavorable economic conditions as well as the availability of free and low-cost internet content. We expect this segment will continue to incur operating losses for the foreseeable future.

Corporate Administration Segment

The Corporate Administration segment reflects all costs associated with the operation of the public holding company, New Frontier Media, Inc., that are not directly allocable to the Transactional TV, Film Production, or Direct-to-Consumer operating segments. These costs include, but are not limited to, legal expenses, accounting expenses, human resource department costs, insurance expenses, registration and filing fees with NASDAQ, executive employee costs, and costs associated with our public company filings and shareholder communications. Our focus for this operating segment is balancing cost containment with the need for administrative support. We expect the costs for this segment to be higher in fiscal year 2013 due to existing and future litigation as well as our review of strategic alternatives.

Critical Accounting Policies and Estimates

The significant accounting policies and estimates set forth in Note 1 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2012, as updated by Note 1 to the Unaudited Condensed Consolidated Financial Statements included herein, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2012, appropriately represent, in all material respects, the current status of our critical accounting policies and estimates, the disclosure with respect to which is incorporated herein by reference.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

Transactional TV Segment

The following table sets forth certain financial information for the Transactional TV segment for each of the periods presented (amounts in table may not sum due to rounding):

	Three Months Ended June 30,
	Three Months Ended September 30,								Six Months Ended September 30,
(dollars in millions)	2012			2011			% change		2012			2011			% change
Net revenue
VOD	$	45.91		$	5.43		(94	)%	$	10.0		$	10.7		(7	)%
PPV	32.08			3.23			(615	)%	5.8			6.5			(11	)%
Other	0.2			0.1				#	0.4			0.2				#
Total	8.1			8.7			(7	)%	16.2			17.4			(7	)%
Cost of sales	3.78			3.32			1219	%	7.5			6.5			15	%
Gross profit	4.43			5.45			(1922	)%	8.8			10.9			(19	)%
Gross profit %	5453		%	6263		%			54		%	63		%
Operating expenses	3.54			3.34			60	%	6.9			6.7			3	%
Operating income	$	1.0.9		$	2.1		(5257	)%	$	1.9		$	4.2		(55	)%

# Change is in excess of 100%.

Net Revenue

VOD

Domestic VOD revenue declined during the three and six month periods ended September 30, 2012 by approximately $0.2 million and $0.4 million, respectively, due to a general decline in revenue from cable customers. We believe the increase in availability and quality of free and low-cost adult internet websites in combination with the ~~continued~~challenging global economic ~~downturn~~conditions has caused consumers to view adult content through free and low-cost internet providers rather than through our VOD television services. We also believe that consumers that have historically viewed our content are reducing their discretionary spending and are generally purchasing less adult programming due to the relatively high cost of our content compared to other media entertainment options. International VOD revenue also declined during the six month period ended September 30, 2012 by approximately $0.3 million, and we believe this decline was also due to the same above noted causes of the domestic VOD revenue decline as well as the impact of increased competition on certain customer platforms.

PPV

Domestic PPV revenue declined ~~by approximately $0.4 million~~ during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 ~~primarily~~by ~~related~~approximately to $0.36 million inand ~~lower~~$1.0 ~~revenue~~million, respectively. Revenue from the second largest DBS provider in the U.S. ~~related~~declined by approximately $0.2 million and $0.5 million during the three and six month periods ended September 30, 2012, respectively, primarily due to increased competition on ~~that~~the platform. ~~Domestic~~ ~~revenue~~Revenue from the second largest cable operator in the U.S. also declined by approximately $0.2 million and $0.4 million during the three and six month periods ended September 30, 2012, respectively, and we believe this decline is due to the ~~increased~~migration ~~availability~~ of ~~adult~~buys ~~internet~~from ~~websites~~the ~~and~~PPV service to the ~~global~~subscription ~~economic~~VOD ~~downturn~~service, ~~discussed~~which is reflected in ~~more~~the ~~detail~~VOD ~~above~~revenue amounts. ~~Partially~~ ~~offsetting~~We ~~the~~also ~~decline~~believe indomestic revenue ~~was~~declined adue ~~$0.2~~to ~~million~~the ~~increase~~increased inavailability ~~international~~and ~~PPV~~quality ~~revenue~~of ~~primarily~~free ~~from~~and ~~improved~~low-cost ~~content~~adult ~~performance~~internet websites and ~~new~~the ~~launches~~global economic challenges discussed in ~~Latin~~more ~~America~~detail above.

~~Other~~21

Other revenue primarily includes revenue from advertising on our PPV channels and from distribution fees. Amounts are generally consistent and comparable with the same prior year quarter results.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Partially offsetting the decline in revenue during the six month period ended September 30, 2012 was a $0.2 million increase in international PPV revenue primarily from improved content performance and new launches in Latin America.

Other

Other revenue primarily includes amounts from advertising on our PPV channels and from distribution fees. The increase in other revenue during the three and six month periods ended September 30, 2012 was primarily due to an increase in content distribution fees associated with an increase in the volume of content distributed.

Cost of Sales

Our cost of sales consists of expenses associated with our digital broadcast infrastructure, satellite uplinking, satellite transponder leases, programming acquisition and monitoring activities, VOD transport, amortization of content and distribution rights, depreciation of property and equipment, and related employee costs. Cost of sales were higher during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 primarily due to (a) a $0.1 million and $0.2 million increase, respectively, in employee costs incurred to support an increase in content output; (b) a $0.1 million and $0.3 million increase, respectively, in content and distribution rights amortization related to our acquisition of new and unique content; and c) a $0.13 million and $0.4 million increase, respectively, in transport costs. ~~associated~~The increase in transport costs was primarily due to a market test with our largest U.S. cable operator that required us to deliver incremental content packages. Transport costs also increased due to the delivery of new domestic content packages distributed in an effort to improve domestic revenue.

Operating Expenses and Operating Income

Operating expenses ~~increased~~ during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 ~~primarily~~included ~~due~~the tofollowing activity: (a) a $0.1 million and $0.2 million increase, respectively, in ~~the~~employee ~~allowance~~and ~~for~~related ~~doubtful~~sales ~~accounts~~costs ~~related~~associated towith ~~Latin~~our ~~America~~efforts ~~customers,~~to improve domestic and international revenue performance; (b) a $0.21 million increase in employee ~~and related sales~~ costs associated with ~~our~~ efforts to ~~improve~~develop ~~domestic~~an ~~and~~over-the-top ~~international~~product; ~~revenue~~(c) a ~~performance~~$0. ~~The~~1 million and $0.2 million increase, respectively, in expenses ~~was~~associated ~~partially~~with ~~offset~~asset byimpairments ~~lower~~and increases in our allowance for doubtful accounts related to Latin America customers; (d) a $0.1 million and $0.3 million decrease, respectively, in advertising and promotion costs associated with general cost reduction efforts; (e) a $0.2 ~~Operating~~million ~~income~~decrease ~~for~~in rent expense associated with the ~~three~~expiration of our former corporate facility lease; and (f) a $0.1 million increase in tradeshow costs during the six month ~~periods~~period ended ~~June~~September 30, 2012 ~~and~~associated ~~2011~~with ~~was~~efforts ~~$1.0~~to ~~million~~improve domestic and ~~$2.1~~international ~~million, respectively~~revenue.

Operating income for the three month periods ended September 30, 2012 and 2011 was $0.9 million and $1.9 million, respectively. Operating income for the six month periods ended September 30, 2012 and 2011 was $2.1 million and $4.2 million, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Film Production Segment

The following table sets forth certain financial information for the Film Production segment for each of the periods presented (amounts in table may not sum due to rounding):

	Three Months Ended June 30,
	Three Months Ended September 30,								Six Months Ended September 30,
(dollars in millions)	2012			2011			% change		2012			2011			% change
Net revenue
Owned content	$	20.79		$	0.79		0	#%	$	3.6		$	1.6			#
Repped content	0.6			0.74			~~(14~~50	)%	1.2			1.1			9	%
Producer-for-hire and other	0.1			0.1			0	%	0.2			0.2			0	%
Total	31.56			1.54			14	#%	5.0			2.9			72	%
Cost of sales	20.14			0.45			(20	#)%	2.5			0.9				#
Gross profit	1.32			10.19			1833	%	2.5			2.0			25	%
Gross profit %	3775		%	7364		%			50		%	69		%
Operating expenses	0.76			0.87			(1314	)%	1.2			1.5			(20	)%
Operating income	$	0.76		$	0.31			#	$	1.3		$	0.4			#

# Change is in excess of 100%.

Net Revenue

Owned Content

Owned content revenue during the three month period ended September 30, 2012 was consistent with the same prior year quarter. Owned content revenue increased during the ~~three~~six month period ended ~~June~~September 30, 2012 primarily due to the completion of an episodic series arrangement with a premium movie channel customer, which resulted in the recognition of approximately $2.3 million in revenue. The increase was partially offset by a general decline in revenue from the execution and completion of fewer other distribution sales agreements.

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recognition of approximately $2.3 million in revenue. The increase was partially offset by a general decline in revenue from the execution and completion of fewer other distribution sales agreements.

Repped Content

Repped content revenue includes amounts from the licensing of film titles that we represent (but do not own) under sales agency relationships with various independent film producers. The ~~slight~~increase ~~decline~~ in revenue during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 was due to the execution and completion of ~~fewer~~additional distribution sales agreements as compared to the same prior year ~~quarter~~period.

Producer-for-Hire and Other

Producer-for-hire and other revenue relates to amounts earned through producer-for-hire arrangements, music royalty fees and the delivery of other miscellaneous film materials to distributors. The results from the three and six month ~~period~~periods ended ~~June~~September 30, 2012 were consistent with the same prior year ~~quarter~~periods.

Cost of Sales

Cost of sales primarily includes amortization of owned content film costs as well as delivery and distribution costs related to that content. These expenses also include the costs we incur to provide producer-for-hire services. The increase in costs during the three month period ended June 30, 2012 was due to higher owned content film cost amortization incurred in connection with the completion of an episodic series agreement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cost of sales during the three month period ended September 30, 2012 were generally consistent with the same prior year quarter. The increase in costs during the six month period ended September 30, 2012 was due to higher owned content film cost amortization incurred in connection with the completion of an episodic series agreement.

Operating Expenses and Operating Income

Operating expenses declined during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 ~~were~~primarily ~~generally~~because ~~consistent with~~ the same prior year ~~period. The~~periods ~~slight~~included ~~decline~~$0.2 million in ~~the~~film cost impairment charges that did not recur. Operating expenses ~~was~~were also lower during the six month period ended September 30, 2012 due to a $0.3 million reduction in charges to increase the allowance for unrecoverable accounts, which reserves for recoupable costs and producer advances that are not expected to be recovered. ~~Operating~~ ~~income~~The ~~during~~declines ~~the~~in ~~three~~operating ~~month~~expenses ~~periods~~were ~~ended~~partially ~~June 30,~~offset ~~2012~~by ~~and~~increases ~~2011~~in ~~was~~employee ~~$0.7~~costs ~~million~~primarily ~~and~~due ~~$0.3~~to ~~million,~~higher ~~respectively~~commission compensation.

The Film Production segment generated operating income of $0.6 million and $1.3 million during the three and six month periods ended September 30, 2012, respectively, as compared to operating income of $0.1 million and $0.4 million during the three and six month periods ended September 30, 2011, respectively.

Direct-to-Consumer Segment

The following table sets forth certain financial information for the Direct-to-Consumer segment for each of the periods presented (amounts in table may not sum due to rounding):

	Three Months Ended June 30,
	Three Months Ended September 30,								Six Months Ended September 30,
(dollars in millions)	2012			2011			% change		2012		2011			% change
Net revenue	$	0.1		$	0.2		(50	)%	$	0.2	$	0.4		(50	)%
Cost of sales	0.1			0.2			(50	)%	0.2		0.4			(50	)%
Gross profit (loss)	0.0			(0.0		)		#	0.0		(0.0		)		#
Operating expenses	0.0			0.1				#	0.0		0.2				#
Operating income (loss)	$	(0.0	)	$	(0.21	)		#	$	0.0	$	(0.3	)		#

# Change is in excess of 100%.

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Net Revenue

Net revenue primarily consists of membership fees earned from customer subscriptions to our consumer websites. ~~Net~~ We believe the decline in net revenue during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 was ~~generally~~primarily ~~consistent~~due ~~with~~to the ~~same~~increase ~~prior~~in ~~year~~availability ~~quarter~~and quality of free and low-cost adult internet websites as well as the continued global economic challenges.

Cost of Sales

Cost of sales consists of expenses associated with credit card processing, bandwidth, traffic acquisition, content amortization, depreciation of property and equipment, and related employee costs. Cost of sales ~~decreased~~declined during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 ~~as compared to the same prior year quarter~~ primarily due to lower employee costs associated with redeploying the resources to work on Transactional TV segment projects including technology to support over-the-top services.

Operating Expenses and Operating Income (Loss)

Operating expenses ~~decreased~~declined during each of the three and the six month ~~period~~periods ended ~~June~~September 30, 2012 primarily due to lower employee costs associated with redeploying the resources to work on Transactional TV segment projects including technology to support over-the-top services. The Direct-to-Consumer segment incurred minimal operating income during the three month period ended June 30, 2012 as compared to an operating loss of $0.2 million during the three month period ended June 30, 2011.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We incurred an immaterial operating loss and income during the three and six month periods ended September 30, 2012, respectively, as compared to operating losses of $0.1 million and $0.3 million during the three and six month periods ended September 30, 2011, respectively.

Corporate Administration Segment

The following table sets forth certain financial information for the Corporate Administration segment for each of the periods presented:

	Three Months Ended June 30,
	Three Months Ended September 30,						Six Months Ended September 30,
(dollars in millions)	2012		2011		% change		2012		2011		% change
Operating expenses	$	23.80	$	21.29	2758	%	$	5.7	$	4.1	39	%

Corporate Administration segment expenses increased during the three and six month ~~period~~periods ended ~~June~~September 30, 2012 due to (a) a $0.42 million and $0.6 million increase in legal fees, respectively, associated with services provided in connection with a legal settlement; (b) $0.69 million and $1.5 million increase, respectively, in expenses associated with strategic assessment legal and financial advisor services; (c) $0.1 million and $0.2 million increase in expenses, respectively, incurred in connection with board of director special committee fees; and (d) $0.1 million increase in ~~general~~certain ~~consultant~~consulting and assurance expenses. The increase in expenses was partially offset by (a) a $0.32 million and $0.4 million decline, respectively, in employee bonus accruals; and (b) a $0.31 million and $0.4 million decrease, respectively, in employee costs associated with the departure of our former President in August 2011.

Income Tax ~~Benefit (~~Expense)

~~During~~Our ~~the~~effective ~~fiscal~~tax ~~year~~rates ~~ended~~for ~~March 31, 2012,~~ the ~~Internal~~periods ~~Revenue~~presented ~~Service~~differ ~~(IRS)~~from ~~initiated~~the anU.S. ~~audit~~statutory rate of ~~our~~35% ~~fiscal~~due ~~year~~to ~~2010~~a ~~tax~~number ~~returns~~of ~~and~~factors ~~has~~including ~~expanded~~the ~~its~~mix ~~audit~~of toprofit ~~also~~and ~~include~~loss ~~certain~~between ~~deductions~~various ~~included~~taxing injurisdictions and the ~~fiscal~~impact ~~year~~of ~~2009~~permanent ~~returns. Based~~items onthat ~~recent~~affect ~~discussions,~~book weincome ~~believe~~but ~~the~~do ~~IRS~~not ~~will~~affect ~~propose~~taxable ~~adjustments~~income. For toexample, our ~~previously~~results ~~filed~~of ~~fiscal~~operations ~~year~~during ~~2010~~the three and ~~2009~~six ~~tax~~month ~~returns~~periods toended ~~disallow~~September 30, ~~the~~2012 ~~acceleration~~include of certain ~~film~~strategic ~~cost~~assessment ~~amortization~~costs ~~based~~incurred onin ~~its~~connection ~~conclusions~~with ~~regarding~~ the ~~explicitness~~Agreement ofand ~~certain~~Plan ~~movie~~of ~~content. We~~Merger ~~have~~with ~~recorded~~LFP ~~immaterial~~Broadcasting, ~~amounts~~LLC ofand ~~less~~Flynt ~~than $0~~Broadcast, Inc.1 These ~~million~~transaction ~~associated~~costs ~~with~~are ~~the~~not ~~uncertain~~expected ~~tax~~to ~~positions,~~be ~~and~~deductible wefor doincome ~~not~~tax ~~believe~~purposes ~~the~~because ~~impact~~we ofexpect ~~any~~to ~~such~~complete ~~IRS~~the ~~proposed~~merger. ~~adjustment~~If ~~will~~the bemerger ~~material~~is tonot ~~our~~completed, ~~financial~~the ~~position~~transaction orcosts ~~results~~will ofbe ~~operations~~deductible.

During the fiscal year ended March 31, 2012, the Internal Revenue Service (IRS) initiated an audit of our fiscal year 2010 tax returns and expanded its audit to also include certain deductions included in the fiscal year 2011 returns. Based on recent discussions and correspondence, the IRS has proposed adjustments to our previously filed fiscal year 2011 and 2010 tax returns to disallow the acceleration of certain film cost deductions. We have agreed to settle the amounts with the IRS, which represent approximately $48,000 of deductions. The adjustment did not have a material impact on our consolidated statements of operations.

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Liquidity and Capital Resources

Our current priorities for the use of our cash and cash equivalents are:

· investments in processes intended to improve the quality and marketability of our products;

· funding our operating and capital requirements; and

· funding, from time to time, opportunities to enhance shareholder value, whether in the form of repurchase of shares of our common stock, cash dividends or other strategic transactions.

We anticipate that our existing cash, cash equivalents and cash flows from operations will be sufficient during the next 12 months to satisfy our operating requirements. We also anticipate that we will be able to fund our estimated outlay for capital expenditures, repayment of outstanding debt and other related purchases that may occur during the next 12 months through our available cash, cash equivalents, and our expected cash flows from operations during that period.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In summary, our cash flows were as follows:

	(In millions) Three Months Ended June 30,
	(In millions) Six Months Ended September 30,
	2012			2011
Net cash used in operating activities	$	(0.0	)	$	(0.2	)
Net cash provided by operating activities	$	1.5		$	1.4
Net cash used in investing activities	(01.92		)	(23.54		)
Net cash used in financing activities	(0.1		)	(01.53		)

Cash Flows from Operating Activities

Cash flows from operating activities during the ~~three~~six month period ended ~~June~~September 30, 2012 as compared to the same prior year ~~quarter~~period ~~were~~was primarily impacted by the following:

· a decrease in operating income (loss) primarily associated with a decline in the Transactional TV and the Corporate Administration ~~segments~~segment’s operating results; and

· a $12.13 million comparable increase in cash flows related to ~~slower~~collection ~~payment~~ of ~~our~~amounts ~~outstanding~~due ~~accounts~~from ~~payable~~the ascompletion aof ~~result~~the ofFilm ~~our~~Production ~~efforts~~segment’s toepisodic ~~improve~~series ~~cash~~arrangement ~~management;~~with ~~and~~a premium cable customer.

~~· a~~Cash ~~$0.8~~from ~~million~~operating ~~decrease~~activities induring ~~cash~~the ~~flows~~six asmonth ~~reflected~~period inended ~~the~~September 30, ~~change~~2012 inwas ~~other~~significantly ~~assets~~higher ~~and~~as ~~liabilities~~compared ~~accounts~~to the related net loss primarily because ~~the~~we ~~prior~~collected ~~year~~approximately ~~quarter~~$2.3 ~~included~~million ~~payments~~during ~~received~~the ~~from~~six ~~the~~month ~~landlord~~period ofended ~~our~~September 30, ~~new~~2012 ~~corporate~~from ~~facility~~the ~~associated~~completion ~~with~~of aan ~~tenant~~episodic ~~improvement~~series ~~allowance,~~arrangement ~~and~~as nodiscussed ~~similar~~above. ~~payments~~The ~~were~~cash ~~received~~outflows infor the ~~three~~production ~~month~~occurred ~~period~~during ~~ended~~fiscal ~~June 30,~~year 2012.

Cash Flows from Investing Activities

Cash flows from investing activities during the ~~three~~six month period ended ~~June~~September 30, 2012 included $0.7 9 million of cash used to purchase property and equipment for general operating activity purposes. We also used $0.13 million of cash to purchase and develop intangible assets primarily associated with new product development of an over-the-top solution.

Cash Flows from Financing Activities

Cash flows from financings activities during the ~~three~~six month period ended ~~June~~September 30, 2012 included $0.1 million in payments for long-term seller financing related to our ~~purchase~~license of a patent.

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Borrowing Arrangements

On December 13, 2011, we extended our $5.0 million line of credit through December 15, 2012. The line of credit is secured by certain accounts receivable assets and bears interest at the greater of (a) the current prime rate less 0.125 percentage points per annum, or (b) 5.75% per annum. The line of credit may be drawn from time to time to support our operations and short-term working capital needs, if any. A loan origination fee of 0.5% of the available line was paid upon the execution of the line of credit and is being amortized over the ~~life~~term of the line of credit. The line of credit includes a maximum borrowing base equal to the lesser of 75% of certain accounts receivable assets securing the line of credit or $5.0 million, and the maximum borrowing base as of ~~June~~September 30, 2012 was $54.0 7 million. The average outstanding line of credit principal balance for each of the three and six month periods ended ~~June~~September 30, 2012 and 2011 was $0.1 million. The interest rate on our line of credit during each of the three and six month periods ended ~~June~~September 30, 2012 and 2011 was 5.75%.

The line of credit contains conditions precedent that must be satisfied prior to any borrowing and affirmative and negative covenants customary for facilities of this type, including without limitation, (a) a requirement to maintain a current asset to current liability ratio of at least 1.5 to 1.0, (b) a requirement to maintain a total liability to tangible net worth ratio not to exceed 1.0 to 1.0, (c) prohibitions on additional borrowing, lending, investing or fundamental corporate changes without prior consent from the lender, (d) a prohibition on declaring, without consent, any dividends, other than dividends payable in our stock, and (e) a requirement that there be no material adverse change in our current client base as it relates to our largest clients. The line of credit provides that an event of default will exist in certain circumstances, including without limitation, our failure to make payment of principal or interest on borrowed amounts when required, failure to perform certain obligations under the line of credit and related documents, defaults in certain other indebtedness, our insolvency, a change in control, any material adverse change in our financial condition and certain other events customary for facilities of this type. As of June 30, 2012, our outstanding principal balance under the line of credit was $0.1 million, and we were in compliance with the related covenants.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The line of credit provides that an event of default will exist in certain circumstances, including without limitation, our failure to make payment of principal or interest on borrowed amounts when required, failure to perform certain obligations under the line of credit and related documents, defaults in certain other indebtedness, our insolvency, a change in control, any material adverse change in our financial condition and certain other events customary for facilities of this type. As of September 30, 2012, our outstanding principal balance under the line of credit was $0.1 million, and we were in compliance with the related covenants.

Legal Proceedings

On ~~March~~October 915, 2012, wethe ~~received~~Company, anLFP ~~unsolicited~~Broadcasting, ~~conditional~~LLC ~~acquisition~~(Parent), ~~offer~~and ~~from~~Flynt ~~Longkloof Limited~~Broadcast, Inc., ~~one~~a ofwholly-owned ~~our~~subsidiary ~~existing~~of ~~shareholders~~Parent (~~Longkloof~~Merger Sub), toentered ~~acquire~~into ~~all~~an ofAgreement ~~the~~and ~~outstanding~~Plan ~~shares~~ of Merger (the ~~common~~Merger ~~stock~~Agreement), ofpursuant ~~the~~to ~~Company~~which ~~not~~Merger ~~already~~Sub ~~owned~~commenced bya ~~Longkloof~~cash ~~and~~offer ~~its~~(Offer) ~~affiliates~~on ~~pursuant~~October 29, 2012 to anacquire all~~-cash~~ ~~transaction. That~~of ~~offer~~the ~~was~~issued ~~publicly~~and ~~announced~~outstanding byshares ~~Longkloof~~of ~~and~~common ~~the~~stock ~~receipt~~of ~~thereof~~the ~~was~~Company ~~also~~at ~~publicly~~a ~~confirmed~~price byper ~~the~~share ~~Company. On~~equal ~~March 23,~~to ~~2012, Mr.~~(1) ~~Elwood M~~$2.02, ~~White~~net ~~filed~~to athe ~~class~~seller ~~action complaint~~ in ~~the~~cash, ~~Boulder~~without ~~County~~interest, ~~Colorado~~and ~~District~~(2) one ~~Court~~contingent ~~for~~right ~~the~~per ~~20th~~share ~~Judicial District~~ of the ~~State of Colorado~~Company, ~~purportedly~~which onshall ~~behalf~~represent ofthe ~~our~~contractual ~~public~~right ~~shareholders,~~to ~~against~~receive usa ~~and~~Contingent ~~our~~Cash ~~board~~Payment of(as ~~directors.~~such ~~The~~term ~~complaint~~is ~~alleges~~defined ~~that~~in the ~~individual~~Contingent ~~members~~Payment ofRights ~~our~~Agreement ~~board~~in ofthe ~~directors~~form ~~have~~attached ~~breached their fiduciary duties owed~~ to ~~our shareholders in connection with~~ the ~~receipt~~Merger ofAgreement ~~Longkloof’s~~as ~~offer on March~~Exhibit ~~9, 2012~~A).

23Merger Complaints

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~~Mr. White’s~~ITEM ~~complaint seeks, among other things, an order allowing the action to be maintained as a class action and certifying Mr~~2. ~~White~~ as the class representative and his counsel as class counsel. It also seeks to enjoin our board of directors to exercise their fiduciary duties to obtain a transaction that is in the best interests of our shareholders, a declaration that our board of directors has violated their fiduciary duties, an order directing us and our board of directors to account to the class for any damages sustained because of the alleged wrongs, and an award to Mr. White of the costs of the action, including Mr. WhiteMANAGEMENT’sS ~~attorneys’~~DISCUSSION ~~and~~AND ~~experts’~~ANALYSIS ~~fees.~~OF WeFINANCIAL ~~believe~~CONDITION ~~Mr. White’s~~AND ~~claim~~RESULTS isOF ~~without merit and we intend to vigorously defend against this matter~~OPERATIONS. Based on our current knowledge, a reasonable estimate of the possible loss or range of loss associated with the complaint cannot be made at this time. Legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our financial position, results of operation, or cash flows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Longkloof Settlement

Other Legal Proceedings

Other Contingencies

During the ~~three~~six month period ended ~~June~~September 30, 2012, we incurred approximately $0.45 million in litigation costs within the Corporate Administration segment in connection with litigation between us and the ~~Company~~Longkloof Parties. This litigation was settled and ~~Longkloof~~dismissed (without prejudice on July 12, 2012 pursuant to the Settlement Agreement entered into by us and ~~various~~the ~~associated~~Longkloof ~~parties~~Parties. ~~thereof)~~A portion of the litigation costs incurred for the Longkloof litigation, ~~which~~as ~~was~~well ~~pending~~as those incurred in connection with the ~~U.S.~~Merger ~~District~~Complaints ~~Court~~discussed above, may be reimbursable under certain of our insurance policies including, but not limited to, those that provide coverage for our directors and officers against claims made against them. Based on our current knowledge, the ~~District~~ultimate outcome of ~~Colorado~~the reimbursements cannot be reasonably determined at this time. ~~This~~ Accordingly, ~~litigation~~we ~~was~~have ~~settled~~not recorded any amounts associated with the possible insurance reimbursements, and ~~dismissed~~the ~~without~~insurance ~~prejudice~~reimbursements, onif ~~July 12~~any, ~~2012~~will ~~pursuant~~not tobe recorded in the financial statements until we reach a ~~settlement~~final ~~agreement~~resolution ~~entered~~of ~~into~~these byclaims with our insurance carriers. While we believe that a portion of the ~~Company,~~legal fees incurred in connection with the Longkloof litigation, including, but not limited to, those incurred in connection with defending us and our directors against the various ~~associated~~counterclaims ~~parties. The~~that ~~settlement~~Longkloof ~~agreement~~filed ~~also~~against ~~ended~~us and our directors are recoverable, given that discussions with the ~~proxy~~insurance ~~contest~~carriers are still ongoing, no assurances can be given that ~~Longkloof~~the ~~had~~insurance ~~threatened~~carriers ~~against~~will reimburse us for any of the ~~Company~~legal fees incurred in connection with the Longkloof litigation.

A portion of the litigation costs may be reimbursable under certain of the Company’s insurance policies including, but not limited to, those that provide coverage for the Company’s directors and officers against claims made against them. Based on our current knowledge, the ultimate outcome of the reimbursements cannot be reasonably determined at this time. Accordingly, we have not recorded any amounts associated with the possible insurance reimbursements, and the insurance reimbursements, if any, will not be recorded in the financial statements until we reach a final resolution of these claims with our insurance carriers. While the Company believes that a portion of its legal fees incurred in connection with the Longkloof litigation, including, but not limited to, those incurred in connection with defending the Company and its directors against the various counterclaims that Longkloof filed against the Company and its directors, given that discussions with the insurance carriers are still ongoing, no assurances can be given that the insurance carriers will reimburse the Company for any of its legal fees incurred in connection with the Longkloof litigation.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements related to our operations, see Note 2 — Recent Accounting Pronouncements within the unaudited condensed consolidated financial statements, which information is incorporated herein by reference.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~29

~~Market~~Table ~~Risk. Our~~of ~~exposure to market risk is principally confined to cash in deposit accounts and money market accounts, which have short maturities and, therefore, minimal and immaterial market risk.~~Contents

Interest Rate Sensitivity. Changes in interest rates could impact our anticipated interest income on cash and cash equivalents. An adverse change in interest rates in effect as of June 30, 2012 would not have a material impact on our interest income or cash flows.

Changes in interest rates could also impact the amount of interest we pay on borrowings under our line of credit. A 10% adverse change in the interest rates on borrowings under our line of credit would not have a material impact on our interest expense or cash flows.

Foreign Currency Exchange Risk. We do not have material foreign currency exposure.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our ~~Chief~~co-Principal Executive ~~Officer~~Officers (~~CEO~~PEOs) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our ~~CEO~~co-PEOs and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our co-principal executive ~~officer~~officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

AsThere ~~discussed~~were inno ~~our~~changes ~~Annual~~to ~~Report~~our oninternal ~~Form 10-K,~~control asover ~~amended,~~financial ~~for~~reporting ~~the~~(as ~~fiscal~~defined ~~year ended March 31, 2012,~~ in ~~connection with the fiscal year ended March~~Rules ~~31, 2012 evaluation of disclosure controls~~ 13a-15(f) and ~~procedures,~~15d-15(f) under ~~management concluded it had a material weakness related to~~ the ~~accounting~~Exchange ~~for~~Act) ~~the~~that ~~provision~~occurred ~~for~~during ~~income taxes and specifically, an absence of sufficient reconciliation processes to substantiate~~ the ~~current~~quarter ~~and deferred tax balances. As a result of this material weakness, we identified overstatement errors in income tax expense incurred in fiscal years prior to the fiscal year~~ ended ~~March~~September ~~31, 2011 totaling $587,000. During the three month period ended June~~ 30, 2012, we implemented additional controls and procedures over our accounting for the provision for income taxes including, but not limited to, performing additional reconciliation procedures to ensure deferred tax balances have been properly recorded, and routinely evaluating the performance and necessity of services from third party tax accounting specialists. We believe the changes have remediated the identified material weakness. There have been no other changes to our internal control over financial reporting that ~~occurred during the period covered by this report that~~ have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the ~~CEO~~co-PEOs and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Note 910 — Commitments and Contingencies — Legal Proceedings within the unaudited condensed consolidated financial statements, which information is incorporated herein by reference.

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ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report and the risk factor discussed below, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K, as amended, for the fiscal year ended March 31, 2012, as such risk factors are updated by the filing with the SEC of subsequent periodic and current reports from time to time, which factors could materially affect our business, financial condition, or future results. Such risks, however, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or reporting results. Based on our review of the risk factors presented in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, as updated by our filings of subsequent periodic and current reports from time to time, there have been no material changes to the description of the risk factors since those filings.

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Such risks, however, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or reporting results.

The potential merger with LFP Broadcasting, LLC and Flynt Broadcast, Inc. presents certain risks to our business and operations.

On October 15, 2012, we entered into an Agreement and Plan of Merger, pursuant to which LFP Broadcasting, LLC and Flynt Broadcast, Inc. commenced a tender offer on October 29, 2012 to acquire all of the issued and outstanding shares of our common stock at a price per share equal to (1) $2.02, net to the seller in cash, without interest, and (2) one contingent right per share of our common stock, which shall represent the contractual right to receive a contingent cash payment as defined in the Agreement and Plan of Merger.

We are subject to a number of risks in connection with the proposed merger. Not only may such merger be subject to shareholder approval, but the consummation is subject to certain conditions, including, among other things: (1) the tender of common stock by our shareholders, which, together with any common stock owned by LFP Broadcasting, LLC and Flynt Broadcast, Inc., represent a majority of our common stock outstanding on a fully diluted basis, (2) the absence of a material adverse effect on the Company, (3) the absence of any order from any governmental entity challenging or seeking to (a) delay materially or prohibit the Agreement and Plan of Merger, (b) obtain material damages in connection with the Agreement and Plan of Merger, (c) restrain, prohibit or limit ownership or operation of all or any material portion of the business or assets of the Company or any of its subsidiaries, or (d) impose material limitations on the ability of LFP Broadcasting, LLC and Flynt Broadcast, Inc. to acquire or exercise full rights of ownership of any Company common stock, (4) the Company having at least $11,514,000 of cash or cash equivalents net of the Company’s expenses related to the transactions contemplated by the Merger Agreement and (5) certain other customary conditions.

Prior to closing, the merger may present certain risks to our business and operations, including, among other things, that:

· if the merger does not occur, we may incur payment obligations to Flynt Broadcast, Inc. under certain circumstances;

· failure to complete the merger could negatively impact the market value of our common stock and our future business, financial results and prospects;

· consummation of the merger may result in a substantial diversion of time and resources of both our management and other employees and may limit the time available to them to focus on other aspects of our business;

· due to provisions in the Agreement and Plan of Merger, we may be unable, during the pending merger, to pursue certain strategic transactions, undertake certain significant capital projects or financing transactions or pursue other actions that we might consider beneficial, and current and prospective customers or vendors may delay or defer decisions to enter into agreements or transactions with us;

· the pending merger could have other adverse effects on our business and operations; and

· we have incurred substantial expenses and expect to incur additional substantial expenses related to the proposed merger, including legal, accounting, financial advisory, filing, printing and mailing expenses, which expenses are not contingent upon the successful completion of the merger.

In addition, as of the date of this filing, four lawsuits have been filed against us with respect to the Agreement and Plan of Merger. See Legal Proceedings above. An adverse judgment in these lawsuits may prevent or delay the consummation of the proposed Merger, result in substantial additional expense to us and divert our management’s time and resources. We cannot reasonably estimate the outcome of these or any similar future lawsuits, including costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation or settlement of these claims. Whether or not the plaintiffs’ claims are successful, this type of litigation is often expensive and diverts management’s time and resources.

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ITEM 6. EXHIBITS.

Exhibit No.		Exhibit Description
10.01		~~Form~~Settlement ofAgreement ~~Indemnity~~between ~~Agreement~~New Frontier Media, Inc. and Longkloof Entities, dated July 11, 2012(1)
10.02		Letter Agreement, between Colorado Satellite Broadcasting, Inc. and DIRECTV, Inc., amending Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming (2)
31.01		Certification by CFO and co-PEO Grant Williams pursuant to Rule 13a-14(a)/15d-14(d)
10.03*		Fifth Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation (3)
31.02		Certification by co-PEO Marc Callipari pursuant to Rule 13a-14(a)/15d-14(d)
31.01		Certification by CEO Michael Weiner pursuant to Rule 13a-14(a)/15d-14(d)
31.03		Certification by co-PEO Scott Piper pursuant to Rule 13a-14(a)/15d-14(d)
31.02		Certification by CFO Grant Williams pursuant to Rule 13a-14(a)/15d-14(d)
32.01†		Certification by co-PEOs and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.01†		Certification by CEO Michael Weiner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02†		Certification by CFO Grant Williams pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS††		XBRL Instance Document
101.SCH††		XBRL Taxonomy Extension Schema Document
101.CAL††		Taxonomy Extension Calculation Linkbase Document
101.DEF††		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB††		XBRL Taxonomy Extension Label Linkbase Document
101.PRE††		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on ~~April~~July 313, 2012 (File No. 000-23697).

(2) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on June 20, 2012 (File No. 000-23697)

(3) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on July 3, 2012 (File No. 000-23697)

* Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

† Furnished, not filed.

†† XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under these sections.

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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 in its behalf by the undersigned thereunto duly authorized.

	NEW FRONTIER MEDIA, INC.
Dated: November 13, 2012		/s/ Grant Williams
Dated: August 23, 2012	By:	/s/ Michael Weiner
	Name:	Michael Weiner
	Title:	Chief Executive Officer
Dated: August 23, 2012		/s/ Grant Williams
	Name:	Grant Williams
	Title:	Chief Financial Officer
		(Principal Financial Officer and duly authorized signatory)

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~~EXHIBITS~~EXHIBIT INDEX

Exhibit No.		Exhibit Description
10.01		~~Form~~Settlement ofAgreement ~~Indemnity~~between ~~Agreement~~New Frontier Media, Inc. and Longkloof Entities, dated July 11, 2012(1)
10.02		Letter Agreement, between Colorado Satellite Broadcasting, Inc. and DIRECTV, Inc., amending Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming (2)
31.01		Certification by CFO and co-PEO Grant Williams pursuant to Rule 13a-14(a)/15d-14(d)
10.03*		Fifth Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation (3)
31.02		Certification by co-PEO Marc Callipari pursuant to Rule 13a-14(a)/15d-14(d)
31.01		Certification by CEO Michael Weiner pursuant to Rule 13a-14(a)/15d-14(d)
31.03		Certification by co-PEO Scott Piper pursuant to Rule 13a-14(a)/15d-14(d)
31.02		Certification by CFO Grant Williams pursuant to Rule 13a-14(a)/15d-14(d)
32.01†		Certification by co-PEOs and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.01†		Certification by CEO Michael Weiner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02†		Certification by CFO Grant Williams pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS††		XBRL Instance Document
101.SCH††		XBRL Taxonomy Extension Schema Document
101.CAL††		Taxonomy Extension Calculation Linkbase Document
101.DEF††		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB††		XBRL Taxonomy Extension Label Linkbase Document
101.PRE††		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on ~~April~~July 313, 2012 (File No. 000-23697).

(2) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on June 20, 2012 (File No. 000-23697)

(3) Incorporated by reference to the corresponding exhibit included in the Company’s Current Report on Form 8-K filed on July 3, 2012 (File No. 000-23697)

* Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

† Furnished, not filed.

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