ITEM 1. BUSINESS
Overview
Mediabistro Inc. (f/k/a WebMediaBrands Inc.) (“Mediabistro” or the “Company”) is an Internet media company that provides services for social media, traditional media and creative professionals. We are a leading producer of 3D printing and Bitcoin trade shows. Our service offerings include an online job board, news and analysis, trade shows and events, online and in-person courses, and research and data services products.
Our online job board, a leader in the media industry, has an audience of social media, gaming, mobile, publishing, public relations, journalism, advertising, graphic design, web development, 3D printing and television professionals.
Our trade shows include, among others, Inside 3D Printing Conference & Expo, Inside Bitcoins and AllFacebook Marketing Conference.
Our education business features online and in-person courses and online conferences for social media and traditional media professionals. Online education conferences combine the concepts of a large-scale event and a small-group, educational workshop that offers attendees the opportunity to learn in a dynamic online setting with live weekly instruction via webcast, discussion forums, homework assignments, and small-group interaction where students receive one-on-one guidance and instruction from an advisor.
We also provide original and in-depth daily coverage of the latest developments in social media, advertising and public relations, television and video, mobile apps, 3D printing, publishing and design. Our research products and services, including AppData, provide key data, insights and resources for app and social media professionals. In addition, we feature a marketplace for designing and purchasing logos through Stocklogos.com.
Our businesses cross-leverage and cross-promote our content, product and service offerings. For example, users of our websites read our content, search for jobs on our job boards, attend our trade shows, subscribe to and purchase products and services and take courses.
We generate our revenues from:
·fees charged for online job postings;
·advertising on our websites and e-mail newsletters;
·attendee registration fees for our online and in-person education courses and conferences;
·attendee registration fees to our trade shows;
·fees for social media and mobile-related market research and data services products;
·exhibition space fees and vendor sponsorships to our trade shows;
·granting rights to use logos that are downloaded from our stocklogos.com website; and
·subscription sales from our paid membership services.
Customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which, together with fluctuations in online job postings, directly affect our business. Our results will also be impacted by the number and type of education courses we offer and by the number and size of trade shows we hold in each quarter. In addition, there may be fluctuations as trade shows held in one period in the current year may be held in a different period in future years.
The principal costs of our business relate to: payroll and benefits costs for our personnel; technology-related costs; facilities and equipment; and venue, speaker and advertising expenses for our trade shows and courses.
For information regarding the components of our revenue sources, please see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations.
Our Strategy
Our objective is to strengthen our position as a leading Internet media company that provides content, job postings, trade shows, education and research for media and creative professionals. We intend to achieve this objective by continuing to execute on the following strategies:
Create and Monetize New Offerings and Services. We expect to strengthen our existing offerings of products and services by continuing to improve our original content, trade shows, courses and research services. We expect to continue to develop additional revenue sources by identifying emerging services, technologies and topics of interest and by creating original content, courses, research services and trade shows for those topics through internal development and strategic acquisitions.
Identify and Define Emerging Trends and New Business Opportunities. We continually search for emerging technologies and topics that are of interest to media and creative professionals. We believe that our creative and entrepreneurial culture enables us to identify technology and business shifts before these changes are apparent to most of our users and competitors.
Leverage Our Interrelated and Complementary Business Offerings. We will continue to cross-leverage and cross-promote our various products and service offerings among the users of our online businesses and attendees of our trade shows.
Grow Through Targeted Acquisitions. We have made a number of acquisitions since our inception and may continue to pursue strategic acquisition opportunities to obtain valuable content, products, services, brands, expertise and access to new users, advertisers, clients and vendors. We are not currently considering any strategic acquisitions and we have no binding commitments or agreements with respect to any such acquisitions other than those we have publicly disclosed from time to time. We intend to use the experience gained from our numerous acquisitions to identify, evaluate, acquire and integrate properties that are complementary to our business.
Corporate Information
internet.com LLC was formed on April 5, 1999 in the State of Delaware. internet.com LLC was merged with and into internet.com Corporation upon consummation of our initial public offering in June 1999.
On May 24, 2001, internet.com Corporation changed its name from internet.com Corporation to INT Media Group, Incorporated. On August 12, 2002, INT Media Group, Incorporated changed its name to Jupitermedia Corporation. On February 23, 2009, Jupitermedia Corporation changed its name to WebMediaBrands Inc. and on June 13, 2013, WebMediaBrands Inc. changed its name to Mediabistro Inc.
Our principal executive offices are located at 475 Park Avenue South, Fourth Floor, New York, New York 10016 and our telephone number is (212) 389-2000.
Our Website address is www.mediabistro.com. We make available free of charge, through a link on our Website to the Securities and Exchange Commission’s, (“SEC”), Internet site, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We also post our press releases and other information about our Company on our Website. Information contained in, or accessible through, our Website does not constitute a part of, and is not incorporated into, this Annual Report. Our consolidated subsidiaries include the following: Mediabistro.com Subsidiary Inc., a Delaware corporation, and Inside Network, Inc., a California corporation.
Marketing and Sales
Our marketing efforts are directed largely at acquiring (i) advertising and job board clients, (ii) attendees to our courses and trade shows and (iii) clients for our research and other paid products and services.
We focus our efforts on online advertising and promotional campaigns, including cross-promotion on our Website through advertisements, links, email and social media outlets, such as Twitter, LinkedIn and Facebook, including promotional links from third party Websites that attract demographically similar audiences. We also use public relations, social media outlets, user groups and speaking engagements to generate publicity for our products and services.
We sell most of our products and services online and through a direct sales force. Our sales force operates from our New York, New York and Norwalk, Connecticut offices.
Seasonality and Cyclicality
Customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which, together with fluctuations in job postings, directly affect our business. Our results will also be impacted by the number and type of education courses offered and by the number and size of trade shows that we hold in each calendar quarter. In addition, there might be fluctuations as trade shows held in one period in the current year may be held in a different period in future years. Expenditures by our customers tend to vary in cycles that reflect overall economic conditions as well as budgeting and buying patterns.
Customers
Our customer base is a diverse group of individuals and companies, many of which are focused on the content creation and social web industries, including many of the most popular and recognizable new and traditional media outlets. No customer accounted for more than 10% of our consolidated revenues during any of the periods presented.
Backlog
Our backlog as of December 31, 2013 and 2012 was $1.3 million and $1.4 million, respectively. Our backlog, which represents sales bookings, consists of job board postings on our networks, advertising on our Websites, subscriptions to our paid subscription services and attendee registrations, exhibit space and vendor sponsorships for our trade shows. We expect we will recognize substantially all of our backlog as of December 31, 2013 as revenue in 2014.
Competition
The market for job-related services, trade shows, online education and market research is intensely competitive and rapidly changing. The number of online services competing for users’ attention and spending continues to proliferate and intensify. Competitive factors include the quantity and quality of the users of our networks, editorial quality, customer service, relevance and timeliness of our research and data services, pricing and the overall strength of our offerings. We compete for users and advertisers with media and general interest and destination Websites as well as traditional media publications. In addition, our online job board competes with Monster.com and LinkedIn and other job-related sites and services, specifically through social media. Our education business competes with the education programs offered by other media companies and higher education institutions. Our trade shows compete for exhibitors, sponsors and attendees with other media and marketing related events, including social media and emerging technology-related events. Our market research and data services products will face increased direct and indirect competition from research firms, business consulting firms and data metrics companies as the market related to Facebook, social gaming and mobile applications ecosystems continues to evolve.
Intellectual Property
We seek protection of our proprietary content, logos, brands, domain names and software relating to our business, and attempt to protect them by relying on trademark, copyright, trade secret and other laws and restrictions.
Trademarks: We pursue the registration of certain of our trademarks and service marks in the United States and internationally. We have encountered obstacles to registration of some marks.
Our trademark portfolio supports our claim to the exclusive right to use the registered marks for the goods and services listed in the applicable jurisdictions. This helps us in marketing our goods and services, building goodwill among customers and preventing infringement of our marks by third parties, which might dilute the value of these marks.
The primary marks used in our business are Mediabistro, Inside Network, AppData and Inside 3D Printing, among others.
Copyrights: We own or have applied for copyright registrations in the United States pertaining to our business. We may not register all items for protection and we may not be successful in obtaining registrations.
Domain Names: We own numerous domain name registrations, both in the United States and internationally. Domain names generally are regulated by Internet regulatory bodies. The regulation of domain names in the United States and internationally is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for registering or maintaining domain names. As a result, we might not be able to acquire or maintain comparable domain names in all the countries in which we conduct business or prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademarks and other proprietary rights. As a result, our business, results of operations, financial condition and cash flows could suffer.
For risks related to our intellectual property, see Item 1A.
ITEM 1A. RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE HARMED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THE FOLLOWING RISKS, AND YOU MIGHT LOSE ALL OR PART OF YOUR INVESTMENT.
Risks Related to Our Business
We have generated significant losses since inception and might not report net income in the future.
As of December 31, 2013, we had an accumulated deficit of $290.0 million. Any failure to achieve profitability could deplete our current capital resources and reduce our ability to raise additional capital in the future. Our advertising, promotion and selling and general and administrative expenses are based on expectations of future revenues and are relatively fixed in the short term. These expenses totaled $6.8 million for the year ended December 31, 2013 and $7.8 million for the year ended December 31, 2012. If our revenues are lower than expected, we might not be able to quickly reduce spending. Any shortfall in revenues would have a direct impact on operating results for a particular quarter and such fluctuations could affect the market price of our common stock.
We might not be able to raise additional funds when needed for our business.
We have incurred losses and negative cash flows from operations in recent quarters and expect to continue to incur operating losses until revenues from all sources reach a level sufficient to support our on-going operations. Our liquidity will largely be determined by our ability to raise capital from debt, equity, or other forms of financing, by the success of our product offerings, by developing additional product offerings, and by expenses associated with operations.
In the absence of a sufficient increase in revenues, we will need to do one or more of the following in the next 12 months to meet our planned level of expenditures: (a) raise additional capital; (b) reduce spending on operations; or (c) restructure our operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by our needs and our view toward our overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to our stockholders or our business.
Our liquidity over the next 12 months could be materially affected by, among other things: our ability to increase revenues; costs related to our product development efforts; our ability to raise additional funds through debt, equity, or other financing alternatives; or the strength of the United States job market.
Because our job board constitutes a significant portion of our revenues, our revenues could decline significantly if employers decrease or cease posting jobs with us.
For the year ended December 31, 2013, our job board accounted for 29% of our revenues. We expect that our job board will continue to account for a significant portion of our revenues. In the event that employers reduce costs and hire less, an employer may reduce or terminate its commercial relationship with us and our business, results of operations and financial condition would suffer.
Our trade shows and course offerings have become more significant sources of our revenues, and our revenues could decline if our trade shows and course offerings fail to attract customers.
The success of our trade shows depends on attendees, exhibitors and sponsors. There is intense competition to attract attendees, and we must produce trade shows that are timely and attractive to exhibitors, sponsors and their targeted audience. If we fail to organize quality programming, attract sufficient numbers of attendees, exhibitors and sponsors, or generate sufficient interest in our trade shows, our revenues from trade shows would decline or fail to grow, and our business, results of operations and financial condition would suffer. Similarly, in order for our course offerings to be successful, we must organize educational programs that are timely and attractive with quality instructors. The online education market is highly competitive, with few barriers to entry. If we fail to offer courses that our customers are interested in taking, or if we fail to contract with instructors from whom our customers want to learn, our revenues from courses would decline and our business, results of operations and financial condition would suffer.
Our research business revenues and growth could suffer if we prove unable to anticipate market trends or if we fail to provide information that is useful to our clients.
The success of our research business depends in large part on our ability to anticipate, research and analyze rapidly changing technologies and industries and on our ability to provide this information in a timely and cost-effective manner. If we are unable to continue to provide credible and reliable information that is useful to companies, our business and financial results may suffer.
Our research products and services focus on new and emerging technologies and services on the Internet and mobile environments, including social media platforms. The Internet and mobile environments are undergoing frequent and dramatic changes, including the introduction of new products and the obsolescence of others, shifting business strategies and revenue models, changing legal and regulatory environments, the formation of numerous new companies and high rates of growth. Because of these rapid and continuous changes in these technologies and markets, we face significant challenges in providing timely analysis and advice. Many of the industries and areas on which we focus are relatively new, and it is very difficult to provide predictions and projections as to the future marketplace, revenue models and competitive factors. As a result, some companies may conclude that our research products are not useful to their businesses. Further, the need to continually update our research requires the commitment of substantial financial and personnel resources.
If our information proves unreliable, if we are unable to continually update our information, or if companies do not agree with our analysis of market trends, our reputation may suffer and demand for our research products and services may decline.
Our research and other services rely, in part, on access to third-party data, systems and information. Any delay, restriction or denial of access to such data, systems and information may result in reduced demand and cancellation of such research and other services and, as a result, our revenue and growth of our research and services could be greatly reduced or fail to grow, which could harm our business, financial condition and cash flows.
Conditions in the global economy and the markets we serve might materially and adversely affect our business and results of operations.
Our business and operating results were adversely affected by worldwide economic conditions over the past few years, particularly in the advertising and online business sectors. As a result of slow global economic growth, declining consumer and business confidence, shifts in consumer spending patterns, increased unemployment, reduced levels of capital expenditures, fluctuating commodity prices, bankruptcies and other challenges currently affecting the global economy, our clients have experienced deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. If the economy fails to grow or falters, existing or potential clients might delay or cancel plans to purchase our products and services and might not be able to fulfill their obligations to us in a timely fashion. Similarly, higher interest rates, inflation, higher costs of labor, insurance and healthcare, higher tax rates and other changes in tax laws, changes in other laws and regulations and other economic factors in the United States could increase our cost of sales and operating, selling, general and administrative expenses, and otherwise adversely affect our operations and operating results. If the global economy does not recover, or if the slowdown continues for a significant period, if there is significant further deterioration in the global economy or if adverse changes in laws or regulations are implemented, our financial position and cash flows could be materially adversely affected.
Our business will suffer if we are unable to maintain or enhance awareness of our brands or if we incur excessive expenses attempting to promote our brands.
Promoting and strengthening our brands is critical to our efforts to attract and retain users of our properties, advertisers, customers and clients for our products, and to increase attendance at our trade shows and courses. We believe that the importance of brand recognition will likely increase due to the increasing number of competitors entering our markets. In order to promote these brands, in response to competitive pressures or otherwise, we might have to increase our marketing budget, hire additional marketing and public relations personnel or otherwise increase our financial commitment to creating and maintaining brand loyalty among our clients. If we fail to effectively promote and maintain our brands, or incur excessive expenses attempting to promote and maintain our brands, our business and financial results would suffer, and, as a result, our stock price could fluctuate or decline.
We might fail to identify or successfully acquire assets, businesses and content that would otherwise enhance our product offerings to our customers and users, and as a result our revenue might decrease or fail to grow.
We have acquired and might continue to acquire, when appropriate opportunities arise, assets, businesses and content as a key component of our growth strategy. We might not be successful in identifying appropriate acquisition opportunities and, as a result, our growth strategy could be adversely affected. If we identify an appropriate acquisition opportunity, we might not be able to negotiate the terms of the acquisition successfully or finance the transaction. In order to finance any acquisitions, one or more of which could be significant to our company, we might have to incur indebtedness, use our existing cash, enter into new credit facilities and/or issue equity securities. We might be unable to obtain adequate financing for acquisitions on terms and conditions acceptable to us. In order to finance acquisitions, we may sell equity securities at a discount to our common stock’s market value. Any issuance of equity securities could result in substantial dilution to existing stockholders, particularly if there is any discount to our common stock’s market price. Any future acquisition or investment might result in amortization expenses related to intangible assets. If the market price for acquisition targets increases, or if we fail to acquire desired acquisition targets for this or any other reason, our business might fail to grow, and, as a result, our stock price could fluctuate or decline.
Our failure to successfully integrate or achieve expected synergies from recent or future acquisitions could result in increased expenses, diversion of management’s time and resources and a reduction in expected revenues or revenue growth, any of which could cause our stock price to fluctuate or decline.
With respect to any acquisitions, we might fail to successfully integrate our financial and management controls, technology, reporting systems and procedures, employees, or adequately expand, train and manage our work force. The process of integration could take a significant period of time and will require the dedication of management and other resources, which could distract management’s attention from our other operations. If we make acquisitions outside of our core businesses, assimilating the acquired technology, services or products into our operations could be difficult and costly. Our inability to successfully integrate any acquired company, assets or content, employees or the failure to achieve any expected synergies, could result in increased expenses and a reduction in expected revenues or revenue growth, and, as a result, our stock price could fluctuate or decline.
Given the tenure and experience of our CEO and his guiding role in developing our business and growth strategy since our inception, our growth might be inhibited or our operations might be impaired if we were to lose his services.
Our growth and success depends to a significant extent on our ability to retain Alan M. Meckler, our Chairman and Chief Executive Officer. Mr. Meckler has developed, engineered and stewarded the growth and operation of our business since its inception. The loss of the services of Mr. Meckler could inhibit our growth or impair our operations and, as a result, our stock price could fluctuate or decline.
Our CEO and other employees with specialized knowledge and expertise in the operation of one or more of our businesses could use that knowledge and expertise to compete against us, which could reduce our market share and revenues.
We do not have a non-competition agreement with Mr. Meckler or with any other member of management or personnel. As a result, we might not have any recourse if they were to join a competitor or start a competing venture. Competition from key employees or a defection by one or more of them to a competitor could harm our business and results of operations by strengthening our competitors and, as a result, reducing our market share and revenues, and our stock price could fluctuate or decline.
Our quarterly operating results are subject to fluctuations, and our stock price might fluctuate or decline if we do not meet the expectations of investors and analysts.
Our quarterly revenues and operating results are difficult to predict and often fluctuate significantly from quarter to quarter due to a number of factors, many of which are outside of our control. Customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of the year, both of which directly affect our business. Our results will also be impacted by the number and size of trade shows or education courses we hold in each quarter. In addition, trade shows or education courses held in one period in the current year might be held in a different period in future years. Furthermore, Internet user traffic typically drops during the summer months and during certain holiday periods, which reduces the number of advertisements to sell and deliver. Expenditures by advertisers tend to vary in cycles that reflect overall economic conditions, budgeting and buying patterns. Our overall revenues could be materially reduced in any period by a decline in the economic prospects of advertisers, business and media professionals or the economy in general, which could alter current or prospective customers’ spending priorities or budget cycles or extend our sales cycle for the period.
Additionally, we completed the sale of our Jupiterimages business in February 2009 and the sale of the assets related to our Internet.com business in November 2009, and we have made a number of acquisitions in recent years, including the acquisition of Inside Network, Inc. in May 2011, all of which make it difficult to analyze our results and to compare them from period to period. Any future acquisitions or dispositions will also make our results difficult to compare from period to period. Due to such risks, you should not rely on quarter-to-quarter comparisons of our results of operations as an indicator of our future results.
We have agreed not to compete with the Internet.com business for five years from the date of the closing of the sale.
The agreement under which we sold the Internet.com business to QuinStreet includes a non-competition obligation that lasts for a period of five years from the closing of the sale on November 30, 2009. Under this provision, we agreed that we will not, and we will cause our affiliates not to, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of any business engaged in the creation or publishing of content or services through web sites or other electronic media focused on the topics of (a) enterprise and/or corporate information technology, (b) software development and/or (c) web development. These limitations on the scope of our business operations may adversely affect our business prospects, operating results and financial condition.
The impairment of a significant amount of goodwill and intangible assets on our balance sheet could result in a decrease in earnings and, as a result, our stock price could decline.
In the course of our operating history, we have acquired numerous assets and businesses. Some of our acquisitions have resulted in recording a significant amount of goodwill and/or intangible assets on our financial statements. We had $8.6 million of goodwill and net intangible assets as of December 31, 2013. The goodwill and/or intangible assets were recorded because the fair value of the net tangible assets acquired was less than the purchase price. We might not realize the full value of the goodwill and/or intangible assets. As a result, we evaluate goodwill and other intangible assets with indefinite useful lives for impairment on an annual basis or more frequently if events or circumstances suggest that the asset may be impaired. We evaluate other intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. If goodwill or other intangible assets are deemed to be impaired, we would write off the unrecoverable portion as a charge to our earnings. If we acquire new assets and businesses in the future, as we might do if appropriate circumstances arise, we might record additional goodwill and/or intangible assets. The possible write-off of the goodwill and/or intangible assets could negatively impact our future earnings and, as a result, our stock price could fluctuate or decline.
Our business, which is dependent on centrally located communications and computer hardware systems, is vulnerable to natural disasters, telecommunication failures, terrorism and similar problems, and we are not fully insured for losses caused by all of these incidents.
Our operations are dependent on our communications systems and computer hardware, most of which are located in data centers at our Norwalk, Connecticut location. These systems could be damaged by fire, floods, earthquakes, hurricanes, blizzards and other natural disasters, power loss, telecommunication failures and similar events. Our insurance policies have limited coverage levels for loss or damages in these events and might not adequately compensate us for any losses that occur. In addition, natural disasters, terrorist acts or acts of war could harm our employees or damage our facilities, our clients, our clients’ customers and vendors, or cause us to postpone or cancel, or result in dramatically reduced attendance at our trade shows, which could adversely impact our revenues, costs and expenses and financial position. The potential for future terrorist attacks, the national and international responses to terrorist attacks or perceived threats to national security, and other acts of war or hostility have created many economic and political uncertainties that could adversely affect our business and results of operations in ways that cannot be predicted, and could cause our stock price to fluctuate or decline. We are predominantly uninsured for losses and interruptions to our systems or cancellations of trade shows caused by terrorist acts and acts of war.
System failures and other events may prohibit users from accessing our networks or Websites, which could reduce traffic on our networks or Websites and result in decreased capacity for advertising space and reduced revenues.
Our networks and Websites must accommodate a high volume of traffic and deliver frequently updated information. They have in the past experienced, and may in the future experience, slower response times or decreased traffic for a variety of reasons. Since we became a public company in 1999, there have been instances where our online networks as a whole, or our Websites individually, have been inaccessible. Also, slower response times, which have occurred more frequently, can result from general Internet problems, routing and equipment problems involving third-party Internet access providers, problems with third-party advertising servers, increased traffic to our servers, viruses and other security breaches. We also depend on information providers to provide information and data feeds on a timely basis. Some of the services in our networks or Websites could experience temporary interruptions in service due to the failure or delay in the transmission or receipt of this information. In addition, our users depend on Internet service providers and online service providers for access to our online networks or Websites. Those providers have experienced outages and delays in the past, and may experience outages or delays in the future. Moreover, our Internet infrastructure might not be able to support continued growth of our Websites. Any of these problems could result in less traffic to our Websites or harm the perception of our networks or Websites as reliable sources of information. Less traffic on our Websites or periodic interruptions in service could have the effect of reducing advertising delivery on our Websites, registration to our trade shows, registration to our educational course offerings and access to products and services, thereby reducing our advertising revenues and reducing the ability to package products or service, which could reduce revenue related to those services.
Any breach of confidential data in our possession could expose us to significant expense and liabilities and harm our reputation.
We must maintain facility and systems security measures to preserve the confidentiality of certain data belonging or related to users that is transmitted through or stored on our systems or is otherwise in our possession. Additionally, we maintain our own confidential information, and confidential information received from other third parties, in our facilities and systems. We take steps to protect the security, integrity, and confidentiality of this data, but there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this data despite our efforts. Security breaches, computer malware and computer hacking attacks may occur on our systems or those of our information technology vendors in the future. Any security breach with respect to this information, whether caused by hacking, the inadvertent transmission of computer viruses or other harmful software code, or otherwise, could result in the unauthorized disclosure, misuse, or loss of information, legal claims and litigation, indemnity obligations, regulatory fines and penalties, contractual obligations and liabilities, other liabilities, and significant costs for remediation and re-engineering to prevent future occurrences. In addition, if our security measures or those of our vendors are breached or unauthorized access to consumer data otherwise occurs, our systems may be perceived as not being secure, and users may reduce or cease the use of our systems.
Despite our security measures, we are subject to ongoing threats and, therefore, these security measures may be breached as a result of employee error, failure to implement appropriate processes and procedures, malfeasance, third-party action, including cyber-attacks or other intentional misconduct by computer hackers or otherwise. This could result in third parties obtaining unauthorized access to users’ data or our data, including personally identifiable information, intellectual property and other confidential business information. Third parties may also attempt to fraudulently induce employees into disclosing sensitive information such as user names, passwords or other information in order to gain access to our advertisers’ data or our data, including intellectual property and other confidential business information.
Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures. Though it is difficult to determine what harm may directly result from any specific interruption or breach, any failure to maintain performance, reliability, security and availability of our network infrastructure or otherwise to maintain the confidentiality, security, and integrity of data that we store or otherwise maintain may harm our reputation and our relationships with advertisers and sellers or harm our ability to retain and attract new buyers and sellers. Any of these could harm our business, financial condition and results of operations.
If any such unauthorized disclosure or access does occur, we may be required to notify users or those persons whose information was improperly used, disclosed or accessed. We may also be subject to claims of breach of contract for such use or disclosure, investigation and penalties by regulatory authorities and potential claims by persons whose information was improperly used or disclosed. The unauthorized use or disclosure of information in our control may result in the termination of one or more of our commercial relationships or a reduction in the confidence of users and usage of our services. We may also be subject to litigation and regulatory action alleging the improper use, transmission or storage of confidential information, which could damage our reputation among our current and potential users, require significant expenditures of capital and other resources and cause us to lose business and revenue.
Our network operations may be vulnerable to hacking, viruses and other disruptions, which may make our products and services less attractive and reliable and could result in increased costs and reduced revenues.
Internet usage could decline if any compromise of security occurs. “Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment. Hackers, if successful, could misappropriate proprietary information or cause disruptions in our Websites. We may be required to expend capital and other resources to protect our Websites against hackers. Our Websites could also be affected by computer viruses or other similar disruptive problems, and we could inadvertently transmit viruses across our Websites to our users or other third parties. Any of these occurrences could harm our business or give rise to a cause of action against us. Providing unimpeded access to our Websites is critical to servicing our users, advertising clients and access to products and services. Our inability to provide continuous access to our Websites could cause some of our clients to discontinue purchasing our products and services and/or prevent or deter our users from accessing our Websites.
Our intellectual property is important to our business, and our inability to protect that intellectual property could result in increased expenses or decreased revenues and adversely affect our future growth and success.
Trademarks, copyrights, domain names and other proprietary rights are important to our success and competitive position. Our failure to protect our existing intellectual property rights may result in the loss of exclusivity or the right to use our content and technologies. If we do not adequately ensure our right to use certain content and technology, we may have to pay others for rights to use their intellectual property, pay damages for infringement or misappropriation, and/or be prohibited from using this intellectual property.
We seek protection of our content, logos, brands, domain names and other proprietary rights relating to our businesses, including the registration of our trademarks, service marks and copyrights both in the United States and in foreign countries. However, our actions may be inadequate to protect our trademarks, copyrights, domain names and other proprietary rights or to prevent others from claiming violations of their trademarks and other proprietary rights. We might not be able to obtain effective trademark, copyright, domain name and trade secret protection in every country in which we provide our products and services or make them available through the Internet. For instance, it may be difficult for us to enforce our intellectual property rights against third parties who may have inappropriately acquired interests in our intellectual property. It is also difficult and costly for us to police unauthorized use of our proprietary rights and information, particularly in foreign countries.
Although we generally obtain our content and some of our technologies from our employees and through work-for-hire arrangements or purchase, we also license and/or purchase content from third parties. In the license arrangements, we generally obtain representations as to origin and ownership of this content, and the licensors have generally agreed to defend, indemnify and hold us harmless from any third party claims that this content violates the rights of another. However, we cannot be sure to get these protections in all cases, that these protections will be effective or sufficient or that we will be able to maintain our content and technologies on commercially reasonable terms.
We have licensed in the past, and expect to license in the future, proprietary rights, such as trademarks, brands, content or other copyrighted material, to third parties. While we attempt to ensure that the quality of our content, software and brands are maintained by such licensees, we cannot be sure that such licensees will not take actions that might decrease the value of our trademarks, brands, content or rights or other copyrighted material, which could harm our business, prospects, financial condition, results of operations and cash flows.
In seeking to protect our trademarks, copyrights and other proprietary rights, we could face costly litigation and the diversion of our management’s attention and resources, which could result in increased expenses and operating losses and, as a result, our stock price could fluctuate or decline.
Our software relies on third-party open source software components. Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of certain open source software with code that we develop could compromise the proprietary nature of our software.
Our software utilizes software licensed to us by third-party authors under “open source” licenses. The use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
Although we monitor our use of open source software in an effort to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on us. Moreover, we cannot guarantee that our processes for controlling our use of open source software will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties to continue operating using our solution on terms that are not economically feasible, to re-engineer our solution or the supporting computational infrastructure to discontinue use of certain code, or to make generally available, in source code form, portions of our proprietary code.
We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies and intellectual property.
The media industry is characterized by the existence of large numbers of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Companies in this industry are often required to defend against litigation claims that are based on allegations of infringement or other violations of intellectual property rights. Third parties may assert claims of infringement or misappropriation of intellectual property rights in proprietary technology against us for which we may be liable or have an indemnification obligation. While we take reasonable steps to protect our rights, we cannot assure you that we are not infringing or violating any third-party intellectual property rights. From time to time, we may be subject to legal proceedings relating to our services and the intellectual property rights of others.
Regardless of whether claims that we are infringing intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend, and can impose a significant burden on management and employees. The outcome of any litigation is inherently uncertain, and we may receive unfavorable interim or preliminary rulings in the course of litigation. There can be no assurances that favorable final outcomes will be obtained in all cases. We may decide to settle lawsuits and disputes on terms that are unfavorable to us.
Although third parties may offer a license to their technology or intellectual property, the terms of any offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our business, results of operations or financial condition to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology or intellectual property licensed to us. Alternatively, we may be required to develop non-infringing technology or to make other changes, such as to our branding, which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from distributing certain products or performing certain services or that requires us to pay substantial damages, royalties and other fees, including treble damages if we are found to have willfully infringed such claimant’s patents, copyrights, trademarks, trade secrets or other intellectual property. Claims of intellectual property infringement or misappropriation also could result in injunctive relief against us, or otherwise result in delays or stoppages in providing all or certain aspects of our services.
We face potential liability for information that we publish or distribute, which could spur costly litigation against us.
As a publisher and distributor of original information and research, as well as the result of publishing content placed on our Websites by others, we face potential liability based on a variety of theories, including defamation, negligence, copyright or trademark infringement or other legal theories based on the nature, publication or distribution of this information. Such claims could also include, among others, claims that by providing links to Websites operated by third parties, we are liable for wrongful actions by those third parties through these Websites. It is also possible that users could make claims against us for losses incurred in reliance on information provided on our Websites or services. Such claims, whether brought in the United States or abroad, could divert management time and attention and result in significant cost to investigate and defend, regardless of the merit of these claims. In addition, if we become subject to these types of claims and are not successful in our defense, we might have to pay substantial damages. Our insurance might not adequately protect us against these claims. The filing of these claims could also damage our reputation as a high-quality provider of unbiased, timely information and result in client and user cancellations or overall decreased demand for our products and services.
Intense competition in each of our businesses could reduce our market share, which could result in a decrease in revenue.
The market for Internet-based services is intensely competitive and rapidly changing. The number of online services competing for users’ attention and spending has proliferated. We expect that competition will continue to intensify. We compete for circulation and advertising impressions with media and general interest destination Websites as well as traditional media publications. In addition, our online job board competes with LinkedIn and other job-related sites and services. Our trade shows and courses compete with numerous providers of in-person and online trade shows and educational courses.
In the market for research products and services, numerous other companies and services compete with us both domestically and internationally in providing research and analysis related to a specific industry, technology or geographic area. New competitors may also emerge.
Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we have. These competitors might be able to respond more quickly to new or emerging technologies and changes in customer requirements and to devote greater resources to the development, promotion and sale of their products and services than we can. As a result, we could lose market share to our competitors in one or more of our businesses and our revenues could decline.
Our decision to accept digital currency (bitcoin) as a form of payment for registration and exhibition space fees and vender sponsorships for our Inside Bitcoins trade show may subject us to exchange risk and additional tax and regulatory requirements.
In May 2013, we began accepting bitcoin as a form of payment for attendee registration and exhibition space fees and vendor sponsorships for our Inside Bitcoins trade shows. Bitcoin is a digital currency that uses cryptography to control the creation and transfer of the currency between individual parties. Bitcoin is not considered legal tender or backed by any government. Since inception in 2009, bitcoin has experienced price volatility, technological glitches and various law enforcement and regulatory interventions.
Since we began accepting bitcoin as a form of payment for our select trade shows, less than 1% of customer purchases have been made using the currency. At present we do not accept bitcoin payments directly, but use a third party vendor to accept and temporarily hold bitcoin payments on our behalf. We transfer our bitcoin from a third party vendor to an offline wallet and they are held in cold storage until they are sold. An insolvency of our third party vendor, however, may result in our holding bitcoin which could subject us to volatility and exchange risk.
There is also uncertainty regarding the current and future accounting treatment and tax, legal and regulatory requirements relating to bitcoin or transactions utilizing bitcoin. Such accounting, legal, regulatory and tax developments or other requirements may adversely affect us.
We might not be able to attract and retain qualified personnel, which could impact the quality of our content and services and the effectiveness and efficiency of our management, resulting in losses in revenue and increased costs.
Our success also depends on our ability to attract and retain qualified personnel. We depend primarily on our trade show personnel to organize trade shows, our education department to design and coordinate course offerings and our direct sales force to sell advertising on our Websites. Our reliance on trade show, education, and sales personnel is subject to numerous risks, including the risk that we might be unable to hire, retain, integrate and motivate these personnel, or expand these groups to increase revenue.
Similarly, our success also depends on our ability to attract and retain qualified technical, sales and marketing, customer support, financial and accounting, legal and other managerial personnel. The competition for personnel in the industries in which we operate is intense. Our personnel may terminate their employment at any time for any reason. Loss of personnel would also result in increased costs for replacement hiring and training. Our revenues could fail to grow or decline if we fail to maintain an effective trade show team, education department and direct sales force and, as a result, our stock price could fluctuate or decline. If we fail to attract new personnel or retain and motivate our current personnel, we might not be able to operate our businesses effectively or efficiently, serve our customers properly or maintain the quality of our content and services.
We are subject to government regulations concerning our employees, including wage-hour laws and taxes.
We are subject to applicable laws and regulations relating to and governing our relationship with our employees, including laws related to overtime and minimum wage, wage payment, workplace safety and working conditions, immigration status, worker classification, and the provision of health benefits, unemployment benefits and workers’ compensation benefits. Increases in additional labor cost components, which could result from legislation or a changed business climate, such as employee benefits costs, workers’ compensation insurance rates, compliance costs and fines, as well as the cost of litigation in connection with any employment-related laws or regulations, would increase our labor costs. Moreover, we are subject to various laws and regulations in federal, state and foreign jurisdictions that impose varying rules and obligations on us with respect to taxation of income and benefits, social security and the classification of employee benefits for income tax and other purposes that require us to report and/or withhold taxes in respect of such items. In addition, many employers nationally have been subject to actions brought by governmental agencies and private individuals, including class actions, under wage-hour laws on a variety of claims, such as improper classification of workers as exempt from overtime pay requirements or improper classification of workers as independent contractors, resulting in a failure to pay overtime wages properly and/or to comply with other wage-hour requirements, and these actions can result in material liabilities and expenses. Should we be subject to employment litigation, such as actions involving wage-hour, overtime, breaks and compensable working time, it may distract our management from business matters and result in increased labor costs in addition to the costs of litigation.
Our stock price could continue to be extremely volatile, making an investment in our common stock less predictable and more risky, and could spur costly litigation against us.
The market price of our common stock has fluctuated in the past and is likely to continue to be highly volatile. For example, the market price of our common stock has ranged from $1.40 per share to $505.75 per share since our initial public offering in June 1999 (adjusted to give effect to the one-for-seven reverse stock split implemented on August 16, 2012). The stock market has experienced extreme price and volume fluctuations, and the market prices of securities of Internet-related companies, have been highly volatile. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such a company. Such litigation could result in substantial costs and divert our management’s attention and resources.
We might not be able to remain listed on The NASDAQ Stock Market.
In September 2011, we received a notice from The NASDAQ Stock Market indicating that we no longer complied with the continued listing requirement that our shares of common stock maintain a minimum closing bid price of $1.00. In order to regain compliance with the listing requirements, in March 2012 we transferred our securities to The NASDAQ Capital Market and in August 2012 we conducted a reverse stock split and regained compliance with the minimum closing bid continued listing requirement. We are currently in compliance with the standards of The NASDAQ Capital Market. However, there can be no assurance that we will be able to continue to satisfy the requirements to maintain a continued listing on The NASDAQ Stock Market. The liquidity and market price of our stock would be adversely affected if we are unable to maintain our continued listing on The NASDAQ Stock Market.
Because our stock ownership is heavily concentrated with Alan M. Meckler, our Chairman and CEO, Mr. Meckler will be able to influence matters requiring stockholder approval.
As of March 24, 2014, Alan M. Meckler beneficially owned 43% of our outstanding common stock. As a result of his beneficial ownership, Mr. Meckler, acting alone or with others, is able to influence matters requiring stockholder approval, including the election of directors and approval of significant transactions. This concentration of ownership might delay or prevent a change in control of our company that some investors might deem to be in the best interests of the stockholders.
Antitakeover provisions could discourage a takeover that stockholders consider to be in their best interests or prevent the removal of our current directors and management.
We have adopted a number of provisions that could have antitakeover effects or prevent the removal of our current directors and management. We have adopted a stockholder protection rights plan, commonly referred to as a poison pill. The rights plan is intended to deter an attempt to acquire us in a manner or on terms not approved by our board of directors. The rights plan will not prevent an acquisition that is approved by our board of directors. Our Amended and Restated Certificate of Incorporation, bylaws and the Delaware General Corporation Law could make it more difficult for a third party to acquire us, even if a change in control would be beneficial to our stockholders. Our Amended and Restated Certificate of Incorporation allows our board of directors to issue preferred stock with rights and preferences that are superior to those of our common stock, which could deter a potential acquiror. Our bylaws provide that a special meeting of stockholders may only be called by our Board, Chairman of the Board, Chief Executive Officer or President or at the request of the holders of a majority of the outstanding shares of our common stock, which could deter a potential acquiror or delay a vote on a potentially beneficial change in control transaction until the annual meeting of stockholders. Our bylaws also eliminate the ability of the stockholders to act by written consent without a meeting or make proposals at stockholder meetings without giving us advance written notice, which could hinder the ability of stockholders to quickly take action that might be opposed by management. These provisions could also limit the price that investors might be willing to pay for our common stock.
Risks Related to the Information Technology and Internet Industries
A lack of continued growth in the use of information technology and the Internet could inhibit the growth of our business.
Our market is rapidly evolving. If information technology or Internet usage does not continue to grow or declines, the use of our Websites could decrease or fail to increase and the growth of our business could decline. Information technology and Internet usage may be inhibited for a number of reasons, including:
· inadequate network infrastructure;
· security or privacy concerns;
· inconsistent quality of service;
· lack of availability of cost-effective and high-speed service; and
· changes in government regulation and other law.
If information technology and Internet usage grows, the Internet infrastructure might not be able to support the demands placed on it by this growth or its performance and reliability may decline. In addition, future outages and other interruptions occurring throughout the Internet could lead to decreased use of our Websites and would therefore harm our business and could cause our stock price to fluctuate or decline.
If we are unable to adapt to the rapidly changing Internet advertising environment, we may be unable to attract advertisers to our networks and our revenues could suffer.
The Internet is a developing advertising medium, and advertisers that have historically relied upon traditional advertising media may be reluctant to advertise on the Internet. In addition, advertisers that have already invested substantial resources in other advertising methods may be reluctant to adopt a new strategy. Moreover, filtering software programs that limit or prevent advertising from being delivered to an Internet user’s computer are now more effective and widely available. Widespread adoption of this filtering software by Internet users could impair the commercial viability of Internet advertising. Our business would suffer a decrease in revenues if the market for Internet advertising fails to recover from its recent downturn or develops more slowly than expected.
In addition, several pricing models have emerged for selling advertising on the Internet. A majority of our advertising is sold on a cost-per-impression basis in which we are paid for advertising impressions that we display. If we do not effectively price our advertising sales, or do not have enough visitors to our Websites to sustain advertising, our results of operations could suffer.
Legal uncertainties could add additional costs and risks to doing business on the Internet, which would cause an increase in the costs and risks associated with operating our business.
Legal standards relating to the validity, enforceability and scope of protection of proprietary rights in Internet-related businesses and digital rights are still evolving. As a result, we cannot assure the future viability or value of our proprietary rights. We might not have taken adequate steps to prevent the misappropriation or infringement of our intellectual property or other rights. Any such infringement or misappropriation, should it occur, might decrease the value of our intellectual property or other rights and undermine our competitive advantage with respect to such property, resulting in impairment of our business, results of operations and financial condition. In addition, we may have to file lawsuits in the future to perfect or enforce our intellectual property rights or other rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. These lawsuits could result in substantial costs and divert our resources and the attention of our management, which could reduce our earnings and cause our stock price to fluctuate or decline.
Regulation could reduce the value of our domain names.
We own registrations for the Internet domain names Mediabistro.com, InsideNetwork.com, Appdata.com, Inside3dprinting.com and AllFacebook.com, as well as numerous other domain names both in the United States and internationally. Domain names generally are regulated by Internet regulatory bodies. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not acquire or maintain our domain names, or comparable domain names, in all the countries in which we conduct business. Because our domain names are important assets that increase our value and contribute to our competitive advantage through name recognition, reputation, user and search engine traffic, a failure to acquire or maintain such domain names in certain countries could inhibit our growth. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is still evolving. Therefore, we might be unable to maintain domain names or prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our trademarks and other proprietary rights. Any impairment in the value of these important assets could cause our stock price to fluctuate or decline.
Changes in laws and standards relating to data collection and use practices and the privacy of Internet users and other individuals could impair our efforts to advertise our products and services and thereby decrease our revenue.
We collect information from our customers that register to purchase products or services or respond to surveys. With our customers’ permission, we may use this information to inform our customers of products and services that may be of interest to them. We may also share this information with our advertising clients if our customers have granted us permission to do so. The U.S. federal and various state governments have recently adopted or proposed limitations on the collection, distribution and use of personal information of Internet users. The European Union adopted a directive that limits our collection and use of information from Internet users in Europe. In addition, public concern about privacy and the collection, distribution and use of personal information has led to self-regulation of these practices by the Internet advertising and direct marketing industry and to increased federal and state regulation. Since many of the proposed laws, regulations and practices are still being developed, we cannot yet determine the impact these issues may have on our business. Changes to laws or regulations, or industry practices, including privacy laws, could lead to additional costs and could impair our ability to collect customer information which helps us to provide more targeted advertising for our customers, thereby impairing our ability to maximize advertising revenue from our advertising clients.
Taxation of online commerce could result in a decrease in sales and an increase in compliance costs, either of which could cause our stock price to decline.
Tax authorities in a number of states are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations might subject us to additional state sales and other taxes. If one or more local, state or foreign jurisdictions impose sales tax collection obligations on us, our sales into such state or jurisdiction might decrease because the effective cost of purchasing goods from us increases for those residing in these states or jurisdictions. We might incur significant financial and organizational burdens in order to set up the infrastructure required to comply with applicable tax regulations.
The information technology, Internet and mobile app industries are characterized by rapid technological change, which could require frequent and costly technological improvements and, if we fail to continually improve our content offerings and services, we could cease to be competitive.
Rapid technological developments, evolving industry standards and user demands, and frequent new product introductions and enhancements characterize the market for Internet products and services. These market characteristics are exacerbated by the emerging nature of the market and the fact that many companies are expected to introduce new Internet products and services in the near future, including for new media such as mobile applications and social media. Our future success and competitive edge will depend on our ability to continually improve our content offerings and services across a range of media. In addition, the widespread adoption of developing multimedia-enabling technologies could require fundamental and costly changes in our technology and could fundamentally affect the nature, viability and measurability of Internet-based advertising, which could harm our advertising revenues. If we are unable to adapt our business to new media such as mobile applications and social media, our results of operations could suffer.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. PROPERTIES
The following table sets forth a list of our current office locations:
We believe that the general condition of our leased real estate is good and that our facilities are suitable for the purposes for which they are being used. We believe that our current facilities will be adequate to meet our needs for the foreseeable future.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Shares outstanding and per share data have been adjusted to give effect to the one-for-seven reverse stock split implemented on August 16, 2012 as described in note 3 to the consolidated condensed financial statements included in Item 8 of this Form 10-K.
Our common stock began trading publicly on the Nasdaq Stock Market on June 25, 1999, under the symbol “INTM”. In September 2002, effective with the change in the name of the company to Jupitermedia Corporation, our ticker symbol was changed to “JUPM”. In February 2009, effective with the change in the name of the company to WebMediaBrands Inc., our ticker symbol was changed from “JUPM” to “WEBM.” In June 2013, effective with the change in the name of the company to Mediabistro Inc., our ticker symbol was changed from “WEBM” to “MBIS.” The following table sets forth for the periods indicated the high and low sale prices of our common stock.
As of March 24, 2014, there were 55 holders of record of our common stock, although we believe that the number of beneficial owners of our common stock is substantially higher.
DIVIDEND POLICY
We have never declared or paid a cash dividend and do not anticipate doing so in the foreseeable future. We expect to retain earnings to finance the expansion and development of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our financial condition, results of operations and capital requirements.
RECENT PURCHASES OF SECURITIES
From inception through December 31, 2013, we have repurchased 119,285 shares of our common stock pursuant to publicly announced repurchase plans as follows:
EQUITY COMPENSATION PLAN INFORMATION
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company” under Item 10 of Regulation S-K, we are not required to provide the information under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Mediabistro Inc. (f/k/a WebMediaBrands Inc.) (“Mediabistro” or the “Company”) is an Internet media company that provides services for social media, traditional media and creative professionals. We are a leading provider of 3D printing and Bitcoin trade shows. Our service offerings include an online job board, news and analysis, trade shows and events, online and in-person courses, and research and data services products.
Our online job board, a leader in the media industry, has an audience of social media, gaming, mobile, publishing, public relations, journalism, advertising, graphic design, web development, 3D printing and television professionals.
Our trade shows include, among others, Inside 3D Printing Conference & Expo, Inside Bitcoins and AllFacebook Marketing Conference.
Our education business features online and in-person courses and online conferences for social media and traditional media professionals. Online education conferences combine the concepts of a large-scale event and a small-group, educational workshop that offers attendees the opportunity to learn in a dynamic online setting with live weekly instruction via webcast, discussion forums, homework assignments, and small-group interaction where students receive one-on-one guidance and instruction from an advisor.
We also provide original and in-depth daily coverage of the latest developments in social media, advertising and public relations, television and video, mobile apps, 3D printing, publishing and design. Our research products and services, including AppData, provide key data, insights and resources for app and social media professionals. In addition, we feature a marketplace for designing and purchasing logos through Stocklogos.com.
Our businesses cross-leverage and cross-promote our content, product and service offerings. For example, users of our websites read our content, search for jobs on our job boards, attend our trade shows, subscribe to and purchase products and services and take courses.
We generate our revenues from:
·fees charged for online job postings;
·advertising on our websites and e-mail newsletters;
·attendee registration fees for our online and in-person education courses and conferences;
·attendee registration fees to our trade shows;
·fees for social media and mobile-related market research and data services products;
·exhibition space fees and vendor sponsorships to our trade shows;
·granting rights to use logos that are downloaded from our stocklogos.com website; and
·subscription sales from our paid membership services.
Customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which, together with fluctuations in online job postings, directly affect our business. Our results will also be impacted by the number and type of education courses we offer and by the number and size of trade shows we hold in each quarter. In addition, there may be fluctuations as trade shows held in one period in the current year may be held in a different period in future years.
The principal costs of our business relate to: payroll and benefits costs for our personnel; technology-related costs; facilities and equipment; and venue, speaker and advertising expenses for our trade shows and courses.
Results of Operations
Revenues
Revenues were $12.5 million for the year ended December 31, 2013 and $14.0 million for the year ended December 31, 2012, representing a decrease of 11%. This change was primarily due to declines in advertising and research revenues, partially offset by an increase in trade show revenues. We ran twenty-one trade shows during both the years ended December 31, 2013 and December 31, 2012. During the year ended December 31, 2013, we held the launch events of our two newest trade shows, Inside 3D Printing Conference and Expo and Inside Bitcoins in New York City. We also held the Inside 3D Printing Conference and Expo in Chicago, San Jose and Singapore and we held Inside Bitcoins in Las Vegas during 2013.
The following table sets forth, for the periods indicated, a year-over-year comparison of our revenues by components (dollars in thousands):
Other revenues include subscription sales from our paid membership services and sales of logos through stocklogos.com.
Cost of revenues
Cost of revenues primarily consists of payroll and benefits costs for technology and editorial personnel, freelance costs, communications infrastructure and trade show and education operations. Cost of revenues excludes depreciation and amortization. Cost of revenues was $7.4 million for the year ended December 31, 2013 and $7.9 million for the year ended December 31, 2012, representing a decrease of 6%. This change was primarily due to decreases in employee-related costs of $607,000 and editorial freelance and technology consulting costs of $286,000 offset by an increase in trade show operating costs of $294,000.
We intend to make investments through internal development and, where appropriate opportunities arise, through targeted asset acquisitions to continue to expand our content offerings. We might need to increase our spending in order to create additional content related to new topics or offerings.
Advertising, promotion and selling
Advertising, promotion and selling expenses primarily consist of payroll and benefit costs for sales and marketing personnel, sales commissions and promotion costs. Advertising, promotion and selling expenses were $2.4 million for the year ended December 31, 2013 and $2.7 million for the year ended December 31, 2012, representing a decrease of 11%. This change was due to a decrease in employee-related costs of $229,000 and a decrease in advertising costs of $26,000.
General and administrative
General and administrative expenses consist primarily of payroll and benefits costs for administrative personnel, office-related costs and professional fees. General and administrative expenses were $4.4 million for the year ended December 31, 2013 and $5.1 million for the year ended December 31, 2012, representing a decrease of 13%. This change was due to a decrease in rent expense for our New York City location of $322,000, a decrease in employee-related costs of $185,000 and a decrease in stock-based compensation of $133,000. The decrease in rent expense related to our New York City office was due to a modification of the terms of our office lease, which resulted in a reduction in the office space we occupy.
Depreciation and amortization
Depreciation expense was $193,000 and $309,000 for the years ended December 31, 2013 and 2012, respectively, representing a decrease of 38%. This change was due to certain assets becoming fully depreciated.
Amortization expense was $423,000 and $540,000 for the years ended December 31, 2013 and 2012, respectively, representing a decrease of 22%. This change was due to certain intangible assets becoming fully amortized.
Our depreciation and amortization expenses might vary in future periods based upon a change in our capital expenditure levels or any future acquisitions.
Impairment
During the years ended December 31, 2013 and 2012, in conjunction with our annual impairment test, we identified indicators that our goodwill was impaired. These indicators included a decline in revenue and recurring operating losses. As a result, for the years ended December 31, 2013 and 2012, we recorded a non-cash impairment charge of $2.9 million and $5.5 million, respectively, to reduce the carrying amount of goodwill to fair value.
Other loss, net
Other loss of $186,000 for the year ended December 31, 2013 was primarily related to losses on the sale of certain assets and investments partially offset by digital currency transaction gains. Other loss of $240,000 for the year ended December 31, 2012 was primarily related to the sale of our 33% investment in Social.Media.Tracking GmbH.
Interest income and interest expense
The following table sets forth, for the periods indicated, a year-over-year comparison of our interest income and interest expense (dollars in thousands):
Interest expense during the years ended December 31, 2013 and 2012 relates primarily to costs associated with our loans from a related party. The increase in interest expense during the year ended December 31, 2013 was due to the Restated Note that was entered into on November 1, 2013, but which accrues interest as of August 27, 2013. See “Related Party Transactions” for a description of the loans and Restated Note.
Provision (benefit) for income taxes
We recorded an income tax benefit of $147,000 during the year ended December 31, 2013 and an income tax provision of $34,000 during the year ended December 31, 2012. During the year ended December 31, 2013, the income tax benefit consisted of an income tax refund for $105,000 related to an amended 2010 income tax return and an income tax benefit of $56,000 due to the expiration of certain statutes of limitations. During the year ended December 31, 2012, the income tax provision consisted primarily of additional income tax expense for tax amortization on indefinite lived assets.
Based on current projections, management believes that it is more likely than not that we will have insufficient taxable income to allow recognition of its deferred tax assets. Accordingly, we established a valuation allowance against deferred income tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, an additional tax provision will be incurred as the assets are amortized.
The total amount of unrecognized tax benefits was $61,000 as of December 31, 2013 and $100,000 as of December 31, 2012, all of which would affect the effective tax rate, if recognized, as of December 31, 2013.
At December 31, 2013, we had deferred income tax assets associated with federal and state net operating loss (“NOL”) carryforwards of $29.0 million. Realization of the deferred tax assets is dependent on generating sufficient taxable income in future years. We have established an additional valuation allowance of $1.9 million against the deferred income tax assets attributable to NOL carryforwards during 2013.
Liquidity and Capital Resources
The following table sets forth, for the periods indicated, a year-over-year comparison of the key components of our liquidity and capital resources (dollars in thousands):
Since inception, we have funded operations through various means, including public offerings of our common stock, the sales of certain of our businesses, including our Online images and Internet.com businesses in 2009, as well as credit agreements and cash flows from operating activities.
Operating activities. Cash used in operating activities increased during 2013 compared to 2012 due primarily to a decrease in revenues and deferred revenues along with an increase in prepaid expenses.
Investing activities. The amounts of cash used in investing activities vary in correlation to the number and cost of the acquisitions consummated and assets purchased or developed. Net cash used in investing activities during 2013 and 2012 related primarily to the purchase of certain intangible assets along with website and product development costs.
Financing activities. Cash provided by financing activities during 2013 related primarily to borrowings from a related party. See “Related Party Transactions” below. Cash provided by financing activities during 2012 relates primarily to proceeds from stock option exercises.
We have incurred losses and negative cash flows from operations in recent quarters and expect to continue to incur operating losses until revenues from all sources reach a level sufficient to support our on-going operations. Our liquidity will largely be determined by our ability to raise capital from debt, equity, or other forms of financing, by the success of our product offerings, by developing additional product offerings, and by expenses associated with operations.
In the absence of a sufficient increase in revenues, we will need to do one or more of the following in the next 12 months to meet our planned level of expenditures: (a) raise additional capital; (b) reduce spending on operations; or (c) restructure our operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by our needs and our view toward our overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to our stockholders or our business.
Our liquidity over the next 12 months could be materially affected by, among other things: our ability to increase revenues; costs related to our product development efforts; our ability to raise additional funds through debt, equity, or other financing alternatives; the strength of the United States job market, or other factors described under the risk factors set forth in “Item 1A. Risk Factors” in this Annual Report on Form 10-K for the year ended December 31, 2013.
Off-Balance Sheet Arrangements
We have not entered into off-balance sheet arrangements or issued guarantees to third parties.
Related Party Transactions
On May 29, 2009, we entered into a loan agreement in the amount of $7.2 million with our Chief Executive Officer, Alan M. Meckler (the “2009 Meckler Loan”).
In conjunction with the 2009 Meckler Loan, we (1) entered into a promissory note jointly and severally payable by us and our subsidiary, Mediabistro.com Subsidiary Inc. (“MB Subsidiary”), to Mr. Meckler (the “2009 Note”), (2) entered into a Security Agreement with Mr. Meckler (the “Security Agreement”) pursuant to which we granted to Mr. Meckler a security interest in our assets, (3) entered into an Intellectual Property Security Agreement with Mr. Meckler (the “IP Security Agreement”) pursuant to which we granted to Mr. Meckler a security interest in our intellectual property, (4) entered into a Pledge Agreement by us in favor of Mr. Meckler (the “Pledge Agreement”) pursuant to which we granted to Mr. Meckler a security interest in and an assignment of all of the shares of stock or other equity interest of MB Subsidiary owned by us, and (5) agreed to enter into a Blocked Account Control Agreement with Mr. Meckler and a depositary bank, to further secure the Note (the “Control Agreement” and, together with the 2009 Note, the Security Agreement, the IP Security Agreement and the Pledge Agreement, the “Company Loan Documents”).
Simultaneously, MB Subsidiary (1) entered into a Security Agreement with Mr. Meckler pursuant to which MB Subsidiary granted to Mr. Meckler a security interest in MB Subsidiary’s assets (the “MB Subsidiary Security Agreement”), (2) entered into an Intellectual Property Security Agreement with Mr. Meckler pursuant to which MB Subsidiary granted to Mr. Meckler a security interest in MB Subsidiary’s intellectual property (the “MB Subsidiary IP Security Agreement”), and (3) agreed to enter into a Blocked Account Control Agreement with Mr. Meckler and a depositary bank, to further secure the 2009 Note (the “MB Subsidiary Control Agreement” and, together with the MB Subsidiary Security Agreement and the MB Subsidiary IP Security Agreement, the “MB Subsidiary Documents”).
To fund the 2009 Meckler Loan, Mr. Meckler used a portion of the proceeds of a residential mortgage loan that Bank of America, N.A. (“BOA”) granted to Mr. Meckler and Mrs. Ellen L. Meckler (the “BOA Loan”). Pursuant to a Collateral Assignment of the 2009 Note dated May 29, 2009, by Mr. Meckler to BOA, Mr. Meckler collaterally assigned the 2009 Note to BOA as additional collateral for the BOA Loan. Payment terms of the 2009 Meckler Loan reflect pass through of the BOA Loan payment terms (excluding those funds borrowed pursuant to the BOA Loan for Mr. Meckler’s personal use). As a result, the interest rate, amortization schedule and maturity date of each loan are identical.
On September 1, 2010, we entered into a note modification agreement (“Note Modification Agreement”) with Mr. Meckler. The Note Modification Agreement reduced the interest rate of the 2009 Note from 4.7% to 3.4% per annum. Interest on the outstanding principal amount is due and payable on the first day of each calendar month through June 2014. Thereafter, principal and interest is due and payable in equal monthly payments in an amount sufficient to pay the loan in full based on an amortization term of 15 years. In addition to the interest rate reduction noted above, the Note Modification Agreement also reduced the required minimum monthly principal and interest payments that commence on July 1, 2014
On November 14, 2011, we along with MB Subsidiary, entered into a 2nd Note Modification Agreement with Mr. Meckler. The 2nd Note Modification Agreement amends the 2009 Note, which is described above. Under the 2nd Note Modification Agreement, the parties agreed to terminate our obligation to make a monthly accommodation fee of $40,000 to Mr. Meckler. As a result, the 2nd Note Modification Agreement reduces the effective interest payable on the 2009 Meckler Loan by $480,000 per year. We granted Mr. Meckler a fully vested stock option to purchase 142,858 shares of our common stock pursuant to the terms of the 2008 Mediabistro Stock Option Plan. All other terms of the 2009 Meckler Loan remain unchanged.
Also on November 14, 2011, we, along with our wholly owned subsidiaries, MB Subsidiary and Inside Network: (1) entered into a promissory note jointly and severally payable by the Company, MB Subsidiary and Inside Network to Mr. Meckler (the “2011 Note”); (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “MBIS Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets; (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “2nd IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property; and (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “2nd Pledge Agreement”), and together with the 2011 Note, the MBIS Security Agreement and the 2nd IP Security Agreement, (the “2011 Company Loan Documents”) pursuant to which the Company granted to Mr. Meckler a security interest in and assignment of all of the shares of stock or other equity interest of MB Subsidiary and Inside Network owned by the Company.
In the 2011 Note, Mr. Meckler loaned us $1,750,000 (the “2011 Meckler Loan”). The interest rate of the 2011 Note at the time of the loan was 3.10% per annum. Interest on the outstanding principal amount is due and payable monthly until August 2014. Thereafter, principal and interest is due and payable in equal monthly installments, with the outstanding principal amount, together with all accrued interest thereon, due and payable on August 18, 2016. The 2011 Note may be prepaid at any time without penalty or premium.
In partial consideration of the 2011 Note and the 2nd Note Modification Agreement, Inside Network entered into a Security Agreement by and between Inside Network and Mr. Meckler pursuant to which Inside Network granted to Mr. Meckler a security interest in Inside Network’s assets (the “Inside Network Security Agreement”) to secure Inside Network’s obligations under the 2011 Note and the 2009 Note.
The 2011 Company Loan Documents and Inside Network Security Agreement contain customary terms for a loan transaction of this type. In an Event of Default (as defined in the 2011 Note) occurs and is continuing beyond a specified cure period, Mr. Meckler may declare the 2011 Meckler Loan immediately due and payable. The 2011 Meckler Loan also will become immediately due and payable upon certain events of bankruptcy or insolvency or in the event of a Change of Control (as defined in the 2011 Note) of MB Subsidiary, Inside Network, or the Company.
On July 27, 2012, we entered into a 3rd Note Modification Agreement with Mr. Meckler that reduces the interest rate (i) of the 2009 Note to 2.975% from 3.40% effective June 1, 2012, and (ii) of the 2011 Note to 2.40% from 3.10% effective on June 18, 2012. All other terms of the promissory notes remain unchanged.
On November 1, 2013, we along with our wholly-owned subsidiaries, MB Subsidiary and Inside Network entered into an Amended and Restated Promissory Note (the “Restated Note”) with Mr. Meckler. The Restated Note combines, amends, restates and replaces, but does not extinguish, the obligations of the 2009 Note and the 2011 Note.
The Restated Note combines the outstanding principal amounts of the 2009 Note and the 2011 Note along with applicable closing costs to $7,794,604 and extends the maturity date to September 1, 2043. Initially, interest accrues from August 27, 2013, at a rate of 5.50% per annum. Beginning September 1, 2018 (“Change Date”), the interest rate will convert to an adjustable rate based on a specified amount above LIBOR, initially not to exceed 7.5% per annum or be less than 5.5% per annum. Thereafter, the adjustable rate will never be increased or decreased on any single Change Date by more than 2% from the rate of interest that we paid for the preceding twelve months, and will never be less than 5.50% per annum or greater than 11.50% per annum. Interest only is payable in arrears beginning November 1, 2013 and each month thereafter until September 1, 2023. Beginning October 1, 2023 and continuing each month thereafter, the monthly payment will be in an amount sufficient to repay the principal and interest at the rate determined under the Restated Note in substantially equal installments by the maturity date.
On November 15, 2013, we along with our wholly-owned subsidiaries, MB Subsidiary and Inside Network entered into a Second Amended and Restated Promissory Note (the “2nd Restated Note”) with Mr. Meckler. The 2nd Restated Note increases the principal amount of the Restated Note to $8,794,604, a $1.0 million increase. The terms of the 2nd Restated Note are otherwise substantially the same as the terms of the Restated Note.
In the event of change of control, Mr. Meckler may elect to make the remaining principal balance and all accrued and unpaid interest due and payable concurrently with the closing of the change of control event. A change of control includes a sale of our Company or either subsidiary to a third party or any merger, consolidation, restructuring or reorganization of our Company that results in the common stock holders immediately prior to the transaction possessing less than 50% of the voting power of the surviving entity. Upon the occurrence of an event of default, Mr. Meckler may, among other things, declare the entire outstanding balance under the 2nd Restated Note to be immediately due and payable, and/or exercise any other rights.
Mr. Meckler funded a portion of the Restated Note with a portion of the proceeds of his personal loan from BOFI Federal Bank (“BOFI”) with the intent that the principal and interest payments under the Restated Note will be utilized by Mr. Meckler to make payments under his note with BOFI. We must repay the 2nd Restated Note if Mr. Meckler is required to repay the BOFI note whether due to an event of default by Mr. Meckler under the BOFI note or otherwise.
To induce Mr. Meckler to enter into the 2nd Restated Note, pursuant to a Second Reaffirmation of Collateral Documents (the “Reaffirmation”), we reaffirmed our obligations under the collateral documents related to the Restated Note. To further induce Mr. Meckler to enter into the 2nd Restated Note, we issued to Mr. Meckler on November 14, 2013 a warrant for 301,124 shares of the Company’s common stock. The warrant is exercisable at any time on or after November 14, 2013 until the close of business on November 13, 2018 at an exercise price per share of $2.00, which was 110% of the closing price of the Company’s common stock on November 14, 2013. The exercise price and number of the shares of our common stock issuable upon the exercise of the warrant is subject to adjustment in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction. The warrant will terminate upon a fundamental transaction, which includes the acquisition of the Company or all or substantially all of its assets by another party.
We recorded a discount on the 2nd Restated Note based on the value of the warrants as of the date of issuance, which was $455,000. The discount is being amortized over the life of the 2nd Restated Note, and the carrying amount of the discount was $454,000 as of December 31, 2013.
Interest expense on the 2009 Meckler Loan, the 2011 Meckler Loan and the Restated Notes was $295,000 during the year ended December 31, 2013. Interest expense on the 2009 Meckler Loan and the 2011 Meckler Loan was $235,000 during the year ended December 31, 2012.
Recent Accounting Pronouncements
We are required to adopt certain new accounting pronouncements. See note 2 to the consolidated financial statements included in Item 8 of this Form 10-K.
Critical Accounting Estimates
Our significant accounting policies are described in note 2 to the consolidated financial statements included in Item 8 of this Form 10-K.
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the revenues and expenses reported during the period. Following are accounting policies that we believe are most important to the portrayal of our financial condition and results of operations and that require our most difficult judgments as a result of the need to make estimates and assumptions about the effects of matters that are inherently uncertain. Management has discussed these critical accounting estimates with our Audit Committee.
Impairment of Goodwill and Indefinite Lived Intangible Assets. We evaluate the carrying value of our goodwill and indefinite lived intangible assets annually in the fourth quarter and whenever events or circumstances make it more likely than not that an impairment may have occurred. We test goodwill and other intangible assets for impairment in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other”, and all other long-lived assets for impairment in accordance with ASC Topic 360, “Property, Plant, and Equipment.” Long-lived assets, including goodwill and intangible assets were $9.0 million and $12.1 million as of December 31, 2013 and 2012, respectively.
ASC Topic 350 prescribes a two-step method for determining goodwill impairment. In the first step, we compare the estimated fair value of each reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds the estimated fair value, we complete step two to determine the amount of the impairment loss. Step two requires the allocation of the estimated fair value of the reporting unit to the assets, including any unrecognized intangible assets, and liabilities in a hypothetical purchase price allocation. Any remaining unallocated fair value represents the implied fair value of goodwill, which we compare to the corresponding carrying value of goodwill to compute the goodwill impairment amount.
The determination of reporting unit fair value is a matter of significant judgment and we employ, as appropriate, three different methodologies to make this determination. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, discount rates, and the allocation of shared or corporate items. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. In the similar transactions method, consideration is given to prices paid in recent transactions that have occurred in the reporting unit’s industry or in related industries. Our business operates as one reporting unit.
As part of the 2013 and 2012 impairment analysis, we determined the fair value of our business using the market approach and the income approach.
The determination of the fair value of the reporting unit and the allocation of that value to individual assets and liabilities within the reporting unit requires management to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which we compete; the discount rate; terminal growth rates; and forecasts of net sales, operating income, depreciation and amortization and capital expenditures. The allocation requires several analyses to determine the fair value of assets and liabilities including, among others, trade names, customer relationships and property, plant and equipment. Although we believe our estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit, the amount of the goodwill impairment charge, or both. We also compared the sum of the estimated fair values of the reporting unit to our total enterprise value as implied by the market value of our equity. This comparison indicated that, in total, our assumptions and estimates were not unreasonable. However, future declines in the overall market value of our equity might indicate that the fair value of the reporting unit has declined below its carrying value.
Determining whether an impairment of indefinite lived intangible assets has occurred requires an analysis of the fair value of each of the related domain names. The significant estimates and assumptions used by management in assessing the recoverability of long-lived assets are estimated future cash flows, weighted average cost of capital, currently enacted tax laws, as well as other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes.
In addition to the testing described above, which we do on an annual basis, management evaluates whether the carrying value of its long-lived assets may not be recoverable, considering, among other things, any (i) current-period operating or cash flow declines combined with a history of operating or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow of an entity or inability of an entity to improve its operations to forecasted levels and (ii) significant adverse change in the business climate, whether structural or technological, that could affect the value of an entity.
The annual impairment test is considered critical because of the significance of goodwill and indefinite lived intangible assets to our consolidated balance sheet. We have applied what we believe to be the most appropriate valuation methodology for our reporting unit.
Impairment of Long-Lived Assets. We test all other long-lived assets (amortized intangible assets, such as customer relationships and property, plant and equipment) for impairment, in accordance with ASC Topic 350 and ASC Topic 360 at the asset level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset is (i) not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and (ii) is greater than its fair value.
The significant estimates and assumptions used by management in assessing the recoverability of long-lived assets include estimated future cash flows, weighted average cost of capital and currently enacted tax laws. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s subjective judgment. Depending on the assumptions and estimates used, the estimated future cash flows projected in the evaluations of long-lived assets can vary within a range of outcomes.
The annual impairment test is considered critical because of the significance of long-lived assets to our consolidated balance sheet. We have applied what we believe to be the most appropriate valuation methodology for our reporting unit.
Stock-based Compensation. Effective January 1, 2006, we adopted ASC Topic 718, “Compensation-Stock Compensation.” Among its provisions, ASC Topic 718 requires us to recognize compensation expense for equity awards over the vesting period based on the award’s grant-date fair value. The intrinsic value of options exercised during the years ended December 31, 2013 and 2012 was $49,000 and $252,000, respectively.
Historically, we offered stock option awards as our primary form of long-term incentive compensation. These stock option awards generally vest over three years and have a five or ten year term. We use the Black-Scholes option valuation model to value stock option awards. The fair value of stock option awards is based on the fair value of our stock on the date of grant. In 2011, we issued restricted stock awards as incentive compensation to certain employees in conjunction with the acquisition of Inside Network. The fair value of the restricted stock award is based on the closing price of our stock on the date of grant. These shares vest over four years.
The Black-Scholes valuation model for our stock option awards estimates the potential value the employee will receive based on current interest rates, the expected time at which the employee will exercise the award and the expected volatility of our stock price. These assumptions are based on historical experience and future expectations of employee behavior and stock price.
Another significant assumption we utilize in calculating our stock-based compensation is the amount of awards that we expect to forfeit. We recognize compensation expense only for share-based payments expected to vest, and we estimate forfeitures, both at the date of grant as well as throughout the vesting period, based on our historical experience and future expectations.
Changes in our assumptions we utilize to value our stock options and forfeiture rates could materially affect the amount of stock-based compensation expense recognized in the consolidated statement of operations.
Income Taxes. We are subject to income taxes in the United States. Significant judgments, estimates and assumptions are required in determining our tax return reporting positions and in calculating our provisions for income taxes, as they are based on our interpretation of tax regulations and accounting pronouncements. The tax bases of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize. We establish valuation allowances to reduce our deferred income tax assets to an amount that will more likely than not be realized. Our net deferred income tax liabilities were $481,000 and $474,000 as of December 31, 2013 and 2012, respectively. A significant portion of our deferred income tax assists consist of NOLs. We have NOLs totaling $163.4 million at December 31, 2013, which are available to reduce future taxes in the United States. The NOLs expire at various times between 2017 and 2033.
Significant management judgment is required in determining our income tax provision and in evaluating our tax position. We evaluate our uncertain tax positions using a two-step approach in accordance with the accounting pronouncement related to income taxes. Recognition, the first step, occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement, the second step, determines the amount of benefit that more-likely-than-not will be realized upon settlement. Reversal of a tax position that was previously recognized would occur when an enterprise subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Our net income tax benefit was $147,000 for the year ended December 31, 2013 and our tax provision was $34,000 for the years ended December 31, 2012. A change in our uncertain tax positions could have a significant impact on our results of operations. Historically, the difference between our estimates and actual results has not been material.
Allowance for Doubtful Accounts. We estimate our allowance for doubtful accounts based on historical losses as a percentage of revenue, existing economic conditions, and specific account analysis of at-risk customers. Historical losses and existing economic conditions may not be indicative of future losses, and the impact of economic conditions on each of our customers is difficult to estimate. Should future uncollectible amounts not reflect our current estimates, we would be required to charge off our uncollectible accounts through an entry to bad debt expense included in general and administrative expense in our consolidated statement of operations. Our allowances for doubtful accounts at December 31, 2013 and 2012 were $3,000 and $16,000, respectively. Historically, the difference between our estimates and actual results has not been material.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” under Item 10 of Regulation S-K, we are not required to provide the information under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Mediabistro Inc.
Index to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Mediabistro Inc.
We have audited the accompanying consolidated balance sheets of Mediabistro Inc. and Subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mediabistro Inc. and Subsidiaries as of December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
/s/ Rothstein Kass
Roseland, New Jersey
March 26, 2014
Mediabistro Inc.
Consolidated Balance Sheets
December 31, 2013 and 2012
(in thousands, except share and per share amounts)
See notes to consolidated financial statements.
Mediabistro Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2013 and 2012
(in thousands, except per share data)
See notes to consolidated financial statements.
Mediabistro Inc.
Consolidated Statements of Changes in Stockholders’ Equity
For the Years Ended December 31, 2013 and 2012
(in thousands, except share amounts)
See notes to consolidated financial statements.
Mediabistro Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2013 and 2012
(in thousands)
See notes to consolidated financial statements.
Mediabistro Inc.
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
1. THE COMPANY
Mediabistro Inc. (f/k/a WebMediaBrands Inc.) (“Mediabistro” or the “Company”) is an Internet media company that provides services for social media, traditional media and creative professionals. Mediabistro is a leading producer of 3D printing and Bitcoin trade shows. The Company’s service offerings include an online job board, news and analysis, trade shows and events, online and in-person courses, and research and data services products.
The Company’s online job board, a leader in the media industry, has an audience of social media, gaming, mobile, publishing, public relations, journalism, advertising, graphic design, web development, 3D printing and television professionals.
The Company’s trade shows include, among others, Inside 3D Printing Conference & Expo, Inside Bitcoins, and AllFacebook Marketing Conference.
Mediabistro’s education business features online and in-person courses and online conferences for social media and traditional media professionals. Online education conferences combine the concepts of a large-scale event and a small-group, educational workshop that offers attendees the opportunity to learn in a dynamic online setting with live weekly instruction via webcast, discussion forums, homework assignments, and small-group interaction where students receive one-on-one guidance and instruction from an advisor.
The Company also provides original and in-depth daily coverage of the latest developments in social media, advertising and public relations, television and video, mobile apps, 3D printing, publishing and design. The Company’s research products and services, including AppData, provide key data, insights and resources for app and social media professionals. In addition, Mediabistro features a marketplace for designing and purchasing logos through Stocklogos.com.
Liquidity. The Company has incurred losses and negative cash flows from operations in recent quarters and expects to continue to incur operating losses until revenues from all sources reach a level sufficient to support its on-going operations. The Company’s liquidity will largely be determined by its ability to raise capital from debt, equity, or other forms of financing, by the success of its product offerings, by developing additional product offerings, and by expenses associated with operations. The Company’s management believes that its cash resources at December 31, 2013, will be sufficient to meet current obligations and fund its operating activities through December 31, 2014.
In the absence of a sufficient increase in revenues, the Company will need to do one or more of the following in the next 12 months to meet its planned level of expenditures: (a) raise additional capital; (b) reduce spending on operations; or (c) restructure its operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by its needs and its view toward its overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to its stockholders or its business. Historically, the Company has been able to raise capital in the form of debt from its Chief Executive Officer, Alan M. Meckler (see note 9). Mr. Meckler intends to provide additional capital in the form of a loan to the Company over the next 18 months, if deemed necessary, to absorb any cash flow shortages that the Company may sustain.
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation. The consolidated financial statements include the accounts of Mediabistro and its wholly-owned subsidiaries: Mediabistro.com Subsidiary, Inc., a Delaware corporation; and Inside Network, Inc., a California corporation. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassifications. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.
Revenue recognition. Mediabistro generates its revenues from the following primary sources:
Online job boards. Mediabistro generates fees charged for online job postings on mediabistro.com. Mediabistro recognizes revenue ratably in the period in which the job postings are displayed.
Trade shows. Mediabistro produces trade shows and conferences on topics covered by the Company’s online business. Mediabistro generates revenues from attendee registrations, the purchase of exhibition space by exhibitors who pay a fixed price per square foot of booth space, and advertiser and vendor sponsorships. Mediabistro recognizes revenue from trade shows in the period in which the trade show is held.
Online advertising revenues. Mediabistro recognizes advertising revenue ratably in the period in which the advertising is displayed, provided that all contracted advertising impressions have been delivered, if applicable, and collection of the resulting receivable is probable. Mediabistro typically sells its advertising based on the delivery of a minimum number of advertising impressions or as an advertising sponsorship on a website for a fixed price.
Online and in-person courses and conferences. Mediabistro offers online and in-person courses and online conferences for media and creative professionals. Mediabistro generates revenues from attendee registrations and recognizes revenue ratably as classes and online conferences are held.
Paid research and membership subscription services. Paid research services relate to subscriptions to social media market research and data services products, which the Company sells through Inside Network, Inc. and includes AppData, PageData, GPlusData and The Facebook Marketing Bible. Paid membership services relate to subscriptions to online services, Freelance Marketplace and AvantGuild, which the Company sells through Mediabistro.com. Mediabistro recognizes revenue from subscriptions ratably over the subscription period.
Stock logos. The Company derives revenue from granting rights to use logos that are downloaded from the Company’s website, stocklogos.com. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Delivery occurs when the logo is available for downloading by the customer.
Use of estimates in the financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in Mediabistro’s consolidated financial statements. Actual results could differ from those estimates.
Concentration of credit risk. Financial instruments that potentially subject Mediabistro to concentration of credit risk consist primarily of cash and accounts receivable. In general, Mediabistro invests its excess cash in savings and business money market accounts. Mediabistro’s cash balances are in excess of federal depository insurance limitations. Mediabistro has not experienced any losses on its deposits of cash and cash equivalents. Mediabistro’s concentration of credit risk with respect to accounts receivable is limited due to its large number of customers and their dispersion across many geographic areas. No single customer represented 10% or more of its total revenue or accounts receivable in any of the periods presented.
Cash and cash equivalents. Mediabistro considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. At December 31, 2013 and 2012, Mediabistro had no investments with maturities greater than three months.
Financial instruments. The carrying amounts of financial instruments such as cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short-term maturities. Mediabistro pays a fixed interest rate of 5.50% on its long-term debt with its Chief Executive Officer, Alan M. Meckler. See note 9 for information regarding this related party transaction.
Fair value measurements. Certain assets and liabilities of Mediabistro are required to be recorded at fair value. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of cash and cash equivalents, accounts receivable, debt and accounts payable approximate their carrying values. The Company also has other assets or liabilities that it records at the fair value, such as its long-lived assets held and used, long-lived assets held for sale, goodwill and other intangible assets. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows:
Level 1 Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.
Allowance for doubtful accounts. Mediabistro estimates its allowance for doubtful accounts based on historical losses, existing economic conditions and specific account analysis of at-risk customers. Historical losses and existing economic conditions might not be indicative of future losses, and the impact of economic conditions on each of its customers is difficult to estimate. Should future uncollectible amounts exceed its current estimates, Mediabistro would be required to charge off its uncollectible accounts through an entry to bad debt expense included in general and administrative expense in its consolidated statement of operations.
Digital currency transactions. Mediabistro enters into transactions that are denominated in digital currency (bitcoin). These transactions result in digital currency denominated assets and liabilities that are revalued periodically. Upon revaluation, transaction gains and losses are generated and are reported as unrealized gains and losses in other gain (loss), net in the Consolidated Statements of Operations. Mediabistro determines fair value based on quoted market exchange prices using significant observable inputs as of the balance sheet date. Mediabistro recorded $101,000 in unrealized gain on digital currency during 2013 and the value of the Company’s digital currency is $145,000 as of December 31, 2013 and is included in prepaid expenses and other current assets in the Company’s consolidated balance sheets. Due to the uncertainty regarding the current and future accounting treatment and tax, legal and regulatory requirements relating to bitcoin or transactions utilizing bitcoin, such accounting, legal, regulatory and tax developments or other requirements may adversely affect us.
Property and equipment. The Company records property and equipment at cost or at their estimated fair value at the date of acquisition if acquired during a business combination, and depreciates them over their estimated useful lives. The Company depreciates computer equipment and software by the straight-line method over estimated useful lives of three years. The Company depreciates furniture, fixtures and equipment by the straight-line method over estimated useful lives ranging from five to ten years. The Company amortizes leasehold improvements over the shorter of their useful lives or the lease term. Amortization of leasehold improvements is included in depreciation expense.
Goodwill and other intangible assets. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other”, goodwill and other intangible assets with indefinite useful lives are not amortized, but are reviewed periodically for impairment.
The provisions of ASC Topic 350 require that an intangible asset that is not subject to amortization be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Mediabistro evaluates goodwill on a separate reporting unit basis in the fourth quarter each year. The provisions also require that a two-step test be performed to assess goodwill for impairment. First, the Company compares the fair value of each reporting unit to its carrying value, including goodwill. If the fair value exceeds the carrying value then goodwill is not impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step compares the fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. The Company would recognize an impairment loss in an amount equal to the excess of the carrying amount of goodwill over the fair value of the goodwill. See note 6 for additional information.
The significant estimates and assumptions management uses in assessing the recoverability of goodwill and other intangible assets are estimated future cash flows, present value discount rate and other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates of future cash flows, while based on reasonable and supportable assumptions and projections, require management’s subjective judgment.
In addition to the testing above, which the Company does on an annual basis, management uses certain indicators to evaluate whether the carrying value of goodwill and other intangible assets may not be recoverable, including among others (i) current-period operating or cash flow declines combined with a history of operating or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow of an entity or inability of an entity to improve its operations to forecasted levels and (ii) a significant adverse change in the business climate, whether structural or technological, that could affect the value of an entity.
ASC Topic 350 also requires that intangible assets with definite lives be amortized over their estimated useful life and reviewed for impairment.
Impairment of long-lived assets. The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. The Company recognizes an impairment loss when the sum of undiscounted expected future cash flows is less than the carrying amount of such assets. The measurement for such impairment loss is based on estimated fair values. Fair values have been determined based upon estimated future cash flows.
Equity method for accounting for investments. Mediabistro accounts for investments in accordance with ASC Topic 323, “Investments - Equity Method and Joint Ventures.” Investments in companies in which the Company has a 20% to 50% interest are carried at cost, adjusted for the Company’s proportional share of their undistributed earnings or losses. The Company reviews these investments whenever events or changes in circumstances indicate that the carrying amount of these investments may not be recoverable. Mediabistro had a 33% investment in SMT Social.Media.Tracking GmbH (“SMT”), which began operations on February 11, 2011, and Mediabistro accounted for this investment under the equity method. The Company sold this investment on September 25, 2012 for $132,000, which resulted in the Company recording a loss on investment of $209,000, included in other loss, net in the consolidated statements of operations. SMT had a net loss of $3,000 for the period from January 1, 2012 through the date of sale.
Advertising and promotion expense. Mediabistro expenses advertising and promotion costs as incurred. Advertising and promotion expense was $384,000 and $418,000 for the years ended December 31, 2013 and 2012, respectively.
Income taxes. Mediabistro accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”, which requires an asset and liability approach to financial reporting for incomes taxes. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using presently enacted statutory tax rates. The Company recognizes the effect on deferred income tax assets and liabilities of changes in tax rates in income in the period that includes the enactment date. ASC Topic 740 also requires that deferred income tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company measures tax benefit recognized as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces retained earnings. Mediabistro recognizes penalties and tax-related interest expense as a component of income tax expense in the Company’s consolidated statements of operations. See note 11 for additional disclosure related to income taxes.
Self-insurance. Mediabistro is self-insured for its health and welfare costs. The Company's liability for health and welfare claims includes an estimate for claims incurred but not yet reported and is limited by the Company's stop loss policy. This liability is included in accrued payroll and related expenses on the consolidated balance sheets for the years ended December 31, 2013 and 2012.
Stock-based compensation. Mediabistro follows ASC Topic 718, “Compensation-Stock Compensation.” Among its provisions, the Topic requires Mediabistro to recognize compensation expense for equity awards over the vesting period based on their grant-date fair value. Mediabistro’s policy is to grant stock options and restricted stock awards with an exercise price equal to or greater than the fair value on the date of grant. Mediabistro amortizes stock-based compensation expense on a straight-line basis over the vesting term.
The Company recognizes compensation expense only for stock-based awards expected to vest. Mediabistro estimates forfeitures at the date of grant based on Mediabistro’s historical experience and future expectations.
Recent accounting pronouncements. In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Credit Carryforward Exists.” ASU No. 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this update are effective for fiscal years and interim reporting periods beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively for all unrecognized tax benefits that exist as of the effective date. Retrospective application is permitted. This pronouncement did not have a material effect on the Company’s consolidated financial statements.
3. REVERSE STOCK SPLIT AND AUTHORIZED COMMON STOCK
On August 16, 2012 (“Effective Date”), the Company amended its Amended and Restated Certificate of Incorporation to reduce the number of shares of common stock the Company is authorized to issue and to effect a one-for-seven reverse stock split of the Company's issued common stock. On the Effective Date, the number of shares of common stock, par value $0.01 per share, the Company is authorized to issue decreased to 18,750,000 shares from 75,000,000 shares. As a result of the reverse stock split, each seven shares of common stock issued on the Effective Date were combined and converted into one share of common stock, par value $0.01 per share. Any stockholder who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split became entitled to receive a cash payment in lieu of such fractional share. Each stockholder's percentage ownership in the Company and proportional voting power remained unchanged after the reverse stock split, except for minor changes and adjustments resulting from the treatment of fractional shares. Immediately prior to the effectiveness of the reverse stock split, 42,902,316 shares of common stock were issued. Immediately after the reverse stock split, 6,128,879 shares of common stock were issued. Trading of Mediabistro's common stock on The Nasdaq Capital Market began on a split-adjusted basis at the open of trading on August 17, 2012.
4. COMPUTATION OF LOSS PER SHARE
Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Dilutive loss per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the incremental common shares that may be issued upon the exercise of stock options. Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.
Computations of basic and diluted loss per share for the years ended December 31, 2013 and 2012 are as follows (in thousands, except per share amounts):
The following table summarizes the number of outstanding stock options excluded from the calculation of diluted loss per share for the periods presented because the result would have been anti-dilutive (in thousands, except weighted average exercise price):
5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following (in thousands):
6. INTANGIBLE ASSETS AND GOODWILL
Amortized Intangible Assets
The following table sets forth the intangible assets that are subject to amortization, including the related accumulated amortization (in thousands):
The Company amortizes intangible assets that are subject to amortization on a straight-line basis over their expected useful lives. The Company amortizes website and development costs, customer relationships and copyrights and trademarks over three to seven years and content development costs over two years. Estimated amortization expense for intangible assets subject to amortization is as follows (in thousands):
Unamortized Intangible Assets and Goodwill
During the year ended December 31, 2013 and 2012, in conjunction with Mediabistro’s annual impairment test, the Company identified indicators that its goodwill was impaired. These indicators included a decline in revenue and recurring operating losses. As a result, the Company recorded a non-cash impairment charge of $2.9 million and $5.5 million, respectively, related to the write-down of goodwill. This impairment charge is not tax deductible because the acquisitions that gave rise to most of the carrying value of the Company’s goodwill were structured as stock transactions.
The fair value of goodwill is the residual fair value after allocating the total fair value of a reporting unit to its other assets, net of liabilities. The Company estimated the total fair value of the reporting units using a discounted cash flow model (present value of future cash flows) for the year ended December 31, 2012. For the year ended December 31, 2013, the Company utilized a market approach model because management determined that it was a more accurate estimate of the carrying value of the reporting units.
The following table sets forth the intangible assets that are not subject to amortization (in thousands):
The changes in the carrying amount of goodwill for each of the two years in the period ended December 31, 2013 are as follows (in thousands):
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following (in thousands):
8. SEGMENT INFORMATION
Segment information is presented in accordance with ASC Topic 280, “Segment Reporting”. ASC Topic 280 is typically based on a management approach that designates the internal organization used for making operating decisions and assessing performance. Operating segments are defined as business areas or lines of an enterprise about which financial information is available and evaluated on a regular basis by the chief operating decision-makers, or decision-making groups, in deciding how to allocate capital and other resources to such lines of business. The Company operates in one reportable segment. The Company is affected by seasonality as customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which together with fluctuations in online job postings, directly affect our business. The Company’s results will also be impacted by the number and type of education courses offered and by the number and size of trade shows held in each quarter. In addition, there may be fluctuations as trade shows held in one period in the current year may be held in a different period in future years.
9. DEBT
On May 29, 2009, Mediabistro entered into a loan agreement in the amount of $7.2 million with the Company’s Chief Executive Officer, Alan M. Meckler (the “2009 Meckler Loan”).
In conjunction with the 2009 Meckler Loan, the Company (1) entered into a promissory note jointly and severally payable by the Company and its subsidiary, Mediabistro.com Subsidiary Inc. (“MB Subsidiary”), to Mr. Meckler (the “2009 Note”), (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets, (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property, (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “Pledge Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in and an assignment of all of the shares of stock or other equity interest of MB Subsidiary owned by the Company, and (5) agreed to enter into a Blocked Account Control Agreement by and among the Company, Mr. Meckler and a depositary bank, to further secure the Note (the “Control Agreement” and together with the 2009 Note, the Security Agreement, the IP Security Agreement and the Pledge Agreement, the “Company Loan Documents”).
Simultaneously, MB Subsidiary (1) entered into a Security Agreement by and between MB Subsidiary and Mr. Meckler pursuant to which MB Subsidiary granted to Mr. Meckler a security interest in MB Subsidiary’s assets (the “MB Subsidiary Security Agreement”), (2) entered into an Intellectual Property Security Agreement by and between MB Subsidiary and Mr. Meckler pursuant to which MB Subsidiary granted to Mr. Meckler a security interest in MB Subsidiary’s intellectual property (the “MB Subsidiary IP Security Agreement”), and (3) agreed to enter into a Blocked Account Control Agreement by and among MB Subsidiary, Mr. Meckler and a depositary bank, to further secure the 2009 Note (the “MB Subsidiary Control Agreement” and, together with the MB Subsidiary Security Agreement and the MB Subsidiary IP Security Agreement, the “MB Subsidiary Documents”).
To fund the 2009 Meckler Loan, Mr. Meckler used a portion of the proceeds of a residential mortgage loan that Bank of America, N.A. (“BOA”) granted to Mr. Meckler and Mrs. Ellen L. Meckler (the “BOA Loan”). Pursuant to a Collateral Assignment of the 2009 Note dated May 29, 2009, by Mr. Meckler to BOA, Mr. Meckler collaterally assigned the 2009 Note to BOA as additional collateral for the BOA Loan. Payment terms of the 2009 Meckler Loan reflect pass through of the BOA Loan payment terms (excluding those funds borrowed pursuant to the BOA Loan for Mr. Meckler’s personal use). As a result, the interest rate, amortization schedule and maturity date of each loan are identical.
On September 1, 2010, Mediabistro entered into a note modification agreement (“Note Modification Agreement”) with Mr. Meckler. The Note Modification Agreement reduced the interest rate of the 2009 Note from 4.7% to 3.4% per annum. Interest on the outstanding principal amount is due and payable on the first day of each calendar month through June 2014. Thereafter, principal and interest is due and payable in equal monthly payments in an amount sufficient to pay the loan in full based on an amortization term of 15 years. In addition to the interest rate reduction noted above, the Note Modification Agreement also reduced the required minimum monthly principal and interest payments that commence on July 1, 2014.
On November 14, 2011, the Company and MB Subsidiary entered into a 2nd Note Modification Agreement with Mr. Meckler. The 2nd Note Modification Agreement amends the 2009 Note, which is described above. Under the 2nd Note Modification Agreement, the parties agreed to terminate the Company’s obligation to make a monthly accommodation fee of $40,000 to Mr. Meckler. As a result, the 2nd Note Modification Agreement reduces the effective interest payable on the 2009 Meckler Loan by $480,000 per year. The Company granted Mr. Meckler a fully vested stock option to purchase 142,858 shares of the Company’s common stock pursuant to the terms of the 2008 Mediabistro Stock Option Plan. All other terms of the 2009 Meckler Loan remain unchanged.
Also on November 14, 2011, Mediabistro and its wholly owned subsidiaries, MB Subsidiary and Inside Network: (1) entered into a promissory note jointly and severally payable by the Company, MB Subsidiary and Inside Network to Mr. Meckler (the “2011 Note”); (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “MBIS Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets; (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “2nd IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property; and (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “2nd Pledge Agreement”), and together with the 2011 Note, the MBIS Security Agreement and the 2nd IP Security Agreement, (the “2011 Company Loan Documents”) pursuant to which the Company granted to Mr. Meckler a security interest in and assignment of all of the shares of stock or other equity interest of MB Subsidiary and Inside Network owned by the Company.
In the 2011 Note, Mr. Meckler loaned the Company $1,750,000 (the “2011 Meckler Loan”). The interest rate of the 2011 Note at the time of the loan was 3.10% per annum. Interest on the outstanding principal amount is due and payable monthly until August 2014. Thereafter, principal and interest is due and payable in equal monthly installments, with the outstanding principal amount, together with all accrued interest thereon, due and payable on August 18, 2016. The 2011 Note may be prepaid at any time without penalty or premium.
In partial consideration of the 2011 Note and the 2nd Note Modification Agreement, Inside Network entered into a Security Agreement by and between Inside Network and Mr. Meckler pursuant to which Inside Network granted to Mr. Meckler a security interest in Inside Network’s assets (the “Inside Network Security Agreement”) to secure Inside Network’s obligations under the 2011 Note and the 2009 Note.
The 2011 Company Loan Documents and the Inside Network Security Agreement contain customary terms for a loan transaction of this type. In an Event of Default (as defined in the 2011 Note) occurs and is continuing beyond a specified cure period, Mr. Meckler may declare the 2011 Meckler Loan immediately due and payable. The 2011 Meckler Loan also will become immediately due and payable upon certain events of bankruptcy or insolvency or in the event of a Change of Control (as defined in the 2011 Note) of MB Subsidiary, Inside Network, or the Company.
On July 27, 2012, the Company entered into a 3rd Note Modification Agreement with Mr. Meckler that reduces the interest rate (i) of the 2009 Note to 2.975% from 3.40% effective June 1, 2012, and (ii) of the 2011 Note to 2.40% from 3.10% effective on June 18, 2012. All other terms of the promissory notes remain unchanged.
On November 1, 2013, the Company and its wholly-owned subsidiaries, MB Subsidiary and Inside Network entered into an Amended and Restated Promissory Note (the “Restated Note”) with Mr. Meckler. The Restated Note combines, amends, restates and replaces, but does not extinguish, the obligations of the 2009 Note and the 2011 Note.
The Restated Note combines the outstanding principal amounts of the 2009 Note and the 2011 Note along with applicable closing costs to $7,794,604 and extends the maturity date to September 1, 2043. Initially, interest accrues from August 27, 2013, at a rate of 5.50% per annum. Beginning September 1, 2018 (“Change Date”), the interest rate will convert to an adjustable rate based on a specified amount above LIBOR, initially not to exceed 7.5% per annum or be less than 5.5% per annum. Thereafter, the adjustable rate will never be increased or decreased on any single Change Date by more than 2% from the rate of interest paid by the Company for the preceding twelve months, and will never be less than 5.50% per annum or greater than 11.50% per annum. Interest only is payable in arrears beginning November 1, 2013 and each month thereafter until September 1, 2023. Beginning October 1, 2023 and continuing each month thereafter, the monthly payment will be in an amount sufficient to repay the principal and interest at the rate determined under the Restated Note in substantially equal installments by the maturity date.
On November 15, 2013, the Company and its wholly-owned subsidiaries, MB Subsidiary Inc. and Inside Network, Inc. entered into a Second Amended and Restated Promissory Note (the “2nd Restated Note”) with Mr. Meckler. The 2nd Restated Note increases the principal amount of the Restated Note to $8,794,604, a $1.0 million increase. The terms of the 2nd Restated Note are otherwise substantially the same as the terms of the Restated Note.
In the event of change of control, Mr. Meckler may elect to make the remaining principal balance and all accrued and unpaid interest due and payable concurrently with the closing of the change of control event. A change of control includes a sale of the Company or either subsidiary to a third party or any merger, consolidation, restructuring or reorganization of the Company that results in the common stock holders immediately prior to the transaction possessing less than 50% of the voting power of the surviving entity. Upon the occurrence of an event of default, Mr. Meckler may, among other things, declare the entire outstanding balance under the 2nd Restated Note to be immediately due and payable, and/or exercise any other rights.
Mr. Meckler funded a portion of the Restated Note with a portion of the proceeds of his personal loan from BOFI Federal Bank (“BOFI”) with the intent that the principal and interest payments under the Restated Note will be utilized by Mr. Meckler to make payments under his note with BOFI. The Company must repay the 2nd Restated Note if Mr. Meckler is required to repay the BOFI note whether due to an event of default by Mr. Meckler under the BOFI note or otherwise.
To induce Mr. Meckler to enter into the 2nd Restated Note, pursuant to a Second Reaffirmation of Collateral Documents (the “Reaffirmation”), the Company reaffirmed its obligations under the collateral documents related to the Restated Note. To further induce Mr. Meckler to enter into the 2nd Restated Note, the Company issued to Mr. Meckler on November 14, 2013 a warrant for 301,124 shares of the Company’s common stock. The warrant is exercisable at any time on or after November 14, 2013 until the close of business on November 13, 2018 at an exercise price per share of $2.00, which was 110% of the closing price of the Company’s common stock on November 14, 2013. The exercise price and number of the shares of the common stock issuable upon the exercise of the warrant is subject to adjustment in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction. The warrant will terminate upon a fundamental transaction, which includes the acquisition of the Company or all or substantially all of its assets by another party.
The Company recorded a discount on the 2nd Restated Note based on the value of the warrants as of the date of issuance, which was $455,000. The discount is being amortized over the life of the 2nd Restated Note, and the carrying amount of the discount was $454,000 as of December 31, 2013.
Interest expense on the 2009 Meckler Loan, the 2011 Meckler Loan and the Restated Notes was $295,000 during the year ended December 31, 2013. Interest expense on the 2009 Meckler Loan and the 2011 Meckler Loan was $235,000 during the year ended December 31, 2012.
10. STOCKHOLDERS’ EQUITY
Mediabistro is authorized to issue up to 4,000,000 shares of preferred stock, $.01 par value, of which 600,000 shares are designated Series A Junior Participating Preferred Stock. The Board of Directors has the authority, without further vote or action by the stockholders, to issue the undesignated shares of preferred stock in one or more series and to fix all rights, qualifications, preferences, limitations and restrictions of each series, including dividend rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series.
On July 3, 2013, the Board of Directors of the Company adopted a stockholder’s rights plan and declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on July 15, 2013. Each Right entitles its holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $9.50 per right, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, dated July 3, 2013.
The Rights become exercisable and trade separately from the common stock only upon the "distribution date", which occurs upon the earlier of: (i) a public announcement (such date, the "stock acquisition date") that a person or group of affiliated or associated persons, along with any persons with whom such person or group has been acting in concert, has become an "Acquiring Person", defined, with certain exceptions including the beneficial ownership of our chairman and chief executive officer, Alan M. Meckler, as a person or group of persons that acquires or obtains the right to acquire beneficial ownership of 30% or more of our shares of common stock then outstanding; or (ii) ten business days (or later date if determined by the board of directors prior to such time as any person or group becomes an Acquiring Person) following the commencement or first public announcement of a tender offer or exchange offer that, if consummated, could result in a person or group, together with any persons with whom such person or group has been acting in concert, becoming an Acquiring Person. After the stock acquisition date, in the event the Company is acquired in a merger or other business combination, or 50% or more of the Company’s assets are sold, each Right will entitle its holder (other than an Acquiring Person) to purchase common shares in the acquiring entity having a value equal to two times the exercise price of the Right. The Rights are not exercisable until the distribution date and will expire at the close of business on the third anniversary of the distribution date or any earlier Expiration Date, as defined in the Rights Agreement, unless earlier redeemed or exchanged by the Company, as described in the agreement.
11. INCOME TAXES
Mediabistro’s provision (benefit) for income taxes for each of the years presented is determined in accordance with ASC Topic 740, “Income Taxes”.
Loss before income taxes is attributable to the following tax jurisdictions (in thousands):
The components of the income tax provision (benefit) as shown in the consolidated statements of operations are as follows (in thousands):
A summary of Mediabistro’s deferred income tax assets and liabilities as of December 31, 2013 and 2012 is as follows (in thousands):
Mediabistro recorded an income tax benefit of $147,000 during the year ended December 31, 2013 and an income tax provision of $34,000 during the year ended December 31, 2012. During the year ended December 31, 2013, the income tax benefit consisted primarily of an income tax refund in the amount of $105,000 related to an amended 2010 income tax return and an income tax benefit of $56,000 due to the expiration of certain statutes of limitations. During the year ended December 31, 2012, the income tax provision consisted primarily of additional income tax expense for tax amortization on indefinite lived assets.
Based on current projections, management believes that it is more likely than not that Mediabistro will have insufficient taxable income to allow recognition of its deferred tax assets. Accordingly, a valuation allowance has been established against deferred income tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, an additional income tax provision will be incurred as the assets are amortized for income tax purposes.
At December 31, 2013, Mediabistro had deferred income tax assets associated with net operating loss (“NOL”) carryforwards of $29.0 million. Realization of the deferred tax assets is dependent on generating sufficient taxable income in future years. Mediabistro established an additional valuation allowance of $1.9 million against the deferred income tax assets attributable to NOL carryforwards during 2013.
Mediabistro’s deferred income tax assets at December 31, 2013 with respect to NOLs expire as follows (in thousands):
Additionally, Mediabistro has capital loss carryforwards of $122.0 million, that will expire in 2014. Based on current projections, management believes that it is more likely than not that Mediabistro will have insufficient capital gain income to allow recognition of these carryforwards. Accordingly, a valuation allowance has been established against the deferred tax asset.
A reconciliation setting forth the difference between the amount of taxes computed at Mediabistro’s effective income tax rate and the U.S. federal statutory income tax rate is as follows (in thousands):
Non-deductible expenses during the years ended December 31, 2013 and 2012 relate primarily to impairment of non-deductible goodwill.
With limited exceptions, the Company is no longer subject to state and local or non-U.S. income tax audits by taxing authorities for years prior to 2010. In addition, for years prior to 2010 in which NOLs were generated, the tax authorities could adjust the NOL carryovers up to the amount of the NOL carryover.
As of December 31, 2013 and 2012, the amount of accrued income tax-related interest and penalties included in accrued expenses and other current liabilities was $24,000 and $34,000, respectively.
It is reasonably possible that a reduction in a range up to $61,000 of unrecognized income tax benefits may occur within the next 12 months as a result of projected resolutions of worldwide tax disputes.
The change in the value of the Company’s unrecognized tax benefits for the year ended December 31, 2013 is as follows (in thousands):
The total amount of unrecognized tax benefits was $61,000 as of December 31, 2013 and $100,000 as of December 31, 2012, all of which would affect the effective tax rate, if recognized, as of December 31, 2013.
12.
COMMITMENTS AND CONTINGENCIES
Mediabistro has entered into operating leases for each of its office facilities. Generally under the lease agreements, Mediabistro is obligated to pay a proportionate share of all operating costs for these premises. Rent expense for leased facilities was $337,000 and $642,000 for the years ended December 31, 2013 and 2012, respectively, and was net of sublease income of $357,000 and $366,000 during the years ended December 31, 2013 and 2012, respectively.
Future annual minimum lease payments under all operating leases are as follows (in thousands):
Mediabistro is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to active legal proceedings will not materially affect the financial statements of Mediabistro.
13. EMPLOYEE BENEFIT PLAN
Mediabistro has a defined contribution plan, which qualifies under Section 401(k) of the Internal Revenue Code for employees meeting certain service requirements. Mediabistro may also make contributions each year for the benefit of all eligible employees under the plan. There were no discretionary contributions to the plan for the years ended December 31, 2013 and 2012.
14. STOCK INCENTIVE PLAN
In April 1999, Mediabistro established the Mediabistro 1999 Stock Incentive Plan (Amended and Restated as of March 5, 2008) (the “1999 Plan”) under which Mediabistro may issue qualified incentive or nonqualified stock options to employees, including officers, consultants and directors. The exercise price of the options granted under the 1999 Plan will not be less than the fair market value of the shares of Mediabistro’s common stock on the date of grant. In June 2006, the 1999 Plan was amended to increase the number of shares of Mediabistro common stock and options to purchase shares of Mediabistro common stock available for issuance thereunder to 1,714,285 shares.
At the Annual Meeting of Stockholders of Mediabistro in June 2008, Mediabistro’s stockholders approved the Mediabistro 2008 Stock Incentive Plan (the “2008 Plan”). The 2008 Plan, along with the form of Incentive Stock Option Agreement and the form of Nonqualified Stock Option Agreement were previously approved and adopted by Mediabistro’s Board in April 2008. The Compensation Committee of the Board administers the 2008 Plan, which allows for the grant of incentive stock options, nonqualified stock options, restricted stock, performance-based awards and other stock-based awards.
At the Annual Meeting of Stockholders of Mediabistro in June 2013, the 2008 Plan was amended to increase the number of shares reserved for issuance under the 2008 Plan by 250,000 shares, from 571,429 shares to 821,429 shares.
Subject to antidilution adjustments, 564,157 shares of Mediabistro common stock may be issued under the 2008 Plan, and up to 793,169 shares of common stock underlying outstanding awards granted under the 1999 Plan and 2008 Plan as of December 31, 2013. These shares will be available for grants following any expiration, cancellation, forfeiture, cash settlement, or other termination of such awards.
Stock options granted in 2013 and 2012 have a 10-year term. Stock option grants generally vest equally on each of the first three anniversaries of their respective grant dates. Mediabistro issues new shares of common stock upon the exercise of stock options.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants during the periods presented:
The expected stock price volatility is based on the historical volatility of Mediabistro’s common stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The Company calculated the expected term using the simplified method for options issued in 2011 and through the third quarter of 2012. The Company calculated the expected term for stock options issued in the fourth quarter of 2012 using historical data. In 2010, the Company began issuing stock options with a 10-year life. As a result, the Company did not have enough historical data to calculate the expected term and therefore relied on the simplified method for the calculation of the expected life until the fourth quarter of 2012.
The weighted-average grant date fair value of options granted during the years ended December, 31 2013 and 2012 was $2.19 and $1.85, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013 and 2012 was $49,000 and $252,000, respectively.
The following table summarizes nonvested option activity for the year ended December 31, 2013:
The following table summarizes option activity during the year ended December 31, 2013:
The aggregate intrinsic value in the table above is before income taxes, based on Mediabistro’s closing stock price of $3.17 as of December 31, 2013.
Total employee stock-based compensation is as follows (in thousands):
Stock-based compensation increased additional paid-in capital by $337,000 during the year ended December 31, 2013. Mediabistro received $109,000 and $143,000 from the exercise of stock options during the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, there was $356,000 of total unrecognized compensation costs related to nonvested stock-based compensation. The company expects to amortize these costs over a weighted-average period of 2.3 years.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) under the supervision and with the participation of its management including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Disclosure controls and procedures are designed only to provide reasonable assurance that (i) information required to be disclosed in an issuer’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC rules and forms and (ii) information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.
As a result of this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to provide the reasonable assurance discussed above.
Management’s Report on Internal Control over Financial Reporting. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Management applied its judgment in assessing the benefits of controls relative to their cost. Because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within the company have been detected. Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls might become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures might deteriorate. The Company’s management, with the participation of the CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. Based on the Company’s evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2013 based on criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the year ended December 31, 2013 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this Item is incorporated herein by reference to Mediabistro’s Proxy Statement for its Annual Meeting of Stockholders to be held in 2014.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this Item is incorporated herein by reference to Mediabistro’s Proxy Statement for its Annual Meeting of Stockholders to be held in 2014.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information with respect to this Item is incorporated herein by reference to Mediabistro’s Proxy Statement for its Annual Meeting of Stockholders to be held in 2014.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information with respect to this Item is incorporated herein by reference to Mediabistro’s Proxy Statement for its Annual Meeting of Stockholders to be held in 2014.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information with respect to this Item is incorporated herein by reference to Mediabistro’s Proxy Statement for its Annual Meeting of Stockholders to be held in 2014.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
(a) Documents filed as part of this report.
(1) Financial Statements: See Mediabistro Inc.-Index to Consolidated Financial Statements at Item 8 of this report.
(3) Exhibits
The following is a list of exhibits filed as part of this Report on Form 10-K. Where so indicated by footnote, exhibits, which were previously filed, are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically except for in those situations where the exhibit number was the same as set forth below.
Exhibit
Number
Description of Document
Registrant’s
Form
Dated
Exhibit
Number
Filed
Herewith
3.1
Registrant’s Amended and Restated Certificate of Incorporation, as amended.
Form 10-Q
11/05/12
3.1
3.2
Registrant’s Amended and Restated Bylaws, as amended.
Form 8-K
12/14/07
3.1
4.1
Form of Specimen Stock Certificate for the Registrant’s Common Stock.
Form S-1/A
05/19/99
4.1
10.1
Form of Indemnification Agreement entered into between the Registrant and each of its directors and executive officers.
Form S-1/A
05/19/99
10.1
10.16
Agreement and Plan of Merger, dated as of July 17, 2007, by and among Jupitermedia Corporation, a Delaware corporation, Mediabistro Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Jupitermedia Corporation, Mediabistro.com Inc., a Delaware corporation and Laurel Touby, as agent for the security holders of the Company.
Form 8-K
07/20/07
10.1
10.17†
Registrant’s 1999 Stock Incentive Plan (Amended and Restated as of March 5, 2008).
Form 8-K
03/07/08
10.1
10.18†
Registrant’s 1999 Stock Incentive Plan Form of Incentive Stock Option Agreement.
Form 10-Q
05/12/08
10.3
10.19†
Registrant’s 1999 Stock Incentive Plan Form of Nonqualified Stock Option Agreement.
Form 10-Q
05/12/08
10.4
10.25†
Registrant’s 2008 Stock Incentive Plan.
Form 8-K
06/09/08
10.1
10.26†
Registrant’s 2008 Stock Incentive Plan Form of Incentive Stock Option Agreement.
Form 8-K
06/09/08
10.2
10.27†
Registrant’s 2008 Stock Incentive Plan Form of Nonqualified Stock Option Agreement.
Form 8-K
06/09/08
10.3
10.28†
Severance Agreement between Registrant and Donald J. O’Neill, dated as of July 21, 2008.
Form 10-Q
08/11/08
10.13
10.43
Promissory Note, dated May 29, 2009, by WebMediaBrands Inc. and Mediabistro.com Inc. to Alan M. Meckler.
Form 8-K
06/04/09
10.1
10.44
Security Agreement, dated as of May 29, 2009, by and between WebMediaBrands Inc. and Alan M. Meckler.
Form 8-K
06/04/09
10.2
10.45
Intellectual Property Security Agreement, dated as of May 29, 2009, by and between WebMediaBrands Inc. and Alan M. Meckler.
Form 8-K
06/04/09
10.3
10.46
Pledge Agreement, dated as of May 29, 2009, by WebMediaBrands Inc. in favor of Alan M. Meckler.
Form 8-K
06/04/09
10.4
10.47
Form of Blocked Account Control Agreement by and among the WebMediaBrands Inc., Alan M. Meckler and a depositary bank.
Form 8-K
06/04/09
10.5
10.48
Security Agreement, dated as of May 29, 2009, by and between Mediabistro.com Inc. and Alan M. Meckler.
Form 8-K
06/04/09
10.6
10.49
Intellectual Property Security Agreement, dated as of May 29, 2009, by and between Mediabistro.com Inc. and Alan M. Meckler.
Form 8-K
06/04/09
10.7
10.50
Form of Blocked Account Control Agreement by and among Mediabistro.com Inc., Alan M. Meckler and a depositary bank.
Form 8-K
06/04/09
10.8
10.52
Settlement and Release Agreement dated March 23, 2010, by WebMediaBrands Inc. and Getty Images, Inc.
Form 8-K
03/23/10
10.31
10.53
Note Modification Agreement effective as of September 1, 2010, by and among WebMediaBrands Inc., Mediabistro.com Inc. and Alan M. Meckler.
Form 8-K
09/01/10
10.53
10.54
Purchase and Sale Agreement for Commercial Real Estate by Agreement for Warranty Deed dated October 11, 2010, by and between WebMediaBrands Inc. and Samaritan Ministries International.
Form 10-K
03/8/11
10.51
10.54.1
Amendment to Purchase and Sale Agreement for Commercial Real Estate dated November 29, 2010, by and between WebMediaBrands Inc. and Samaritan Ministries International.
Form 10-K
03/8/11
10.54.1
10.55
Stock Purchase Agreement dated May 11, 2011, by and among WebMediaBrands Inc., certain Stockholders of Inside Network, Inc. and Justin L. Smith as Stockholder Representative.
Form 8-K
05/17/11
10.55
10.56
Form of Restricted Stock Purchase Agreement by and between WebMediaBrands Inc. and certain Stockholders of Inside Network, Inc.
Form 8-K
05/17/11
10.56
10.57†
Employment Agreement dated May 11, 2011, by and between WebMediaBrands Inc. and Justin L. Smith.
Form 8-K
05/17/11
10.57
10.58
Nominating Agreement dated May 11, 2011, by and between WebMediaBrands Inc. and Justin L. Smith.
Form 8-K
05/17/11
10.58
10.59
Support Agreement dated May 11, 2011, by and between Justin L. Smith and Alan M. Meckler.
Form 8-K
05/17/11
10.59
10.60
Promissory Note, dated November 14, 2011, issued by WebMediaBrands Inc., Mediabistro.com, Inc., and Inside Network Inc. to Alan M. Meckler.
Form 8-K
11/17/11
10.60
10.61
Security Agreement, dated as of November 14, 2011, by and between WebMediaBrands Inc. and Alan M. Meckler.
Form 8-K
11/17/11
10.61
10.62
Intellectual Property Security Agreement, dated as of November 14, 2011, by and between WebMediaBrands Inc. and Alan M. Meckler.
Form 8-K
11/17/11
10.62
10.63
Pledge Agreement, dated as of November 14, 2011, by WebMediaBrands Inc. in favor of Alan M. Meckler.
Form 8-K
11/17/11
10.63
10.64
Security Agreement, dated as of November 14, 2011, by and between Inside Network Inc. and Alan M. Meckler.
Form 8-K
11/17/11
10.64
10.65
Note Modification Agreement, dated as of November 14, 2011, by and between WebMediaBrands Inc., Mediabistro.com Inc., and Alan M. Meckler
Form 8-K
11/17/11
10.65
10.66
Note Modification Agreement effective as of July 27, 2012, by and between WebMediaBrands Inc., Mediabistro.com Inc., Inside Network, Inc. and Alan M. Meckler.
Form 8-K
07/31/12
10.66
21.1
Subsidiaries of the Registrant.
X
23.1
Consent of Rothstein Kass
X
31.1
Rule 13a-14(a)/15d-14(a) Certification.
X
31.2
Rule 13a-14(a)/15d-14(a) Certification.
X
32.1
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Schema Document
X
101.CAL
XBRL Calculations Linkbase Document
X
101.DEF
XBRL Definitions Linkbase Document
X
101.LAB
XBRL Label Linkbase Document
X
101.LAB
XBRL Presentations Linkbase Document
X
†
Compensatory plans and arrangements for executives and others
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.