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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission File Number 0-21989
Medialink Worldwide Incorporated
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1481284
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
708 Third Avenue, New York, New York 10017
------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 682-8300
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on August 13, 2002:
Common Stock - 5,946,651
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements 3
Condensed Consolidated Balance Sheets as of June 30,
2002 (unaudited) and December 31, 2001 3
Unaudited Condensed Consolidated Statements of Operations
for the six months ended June 30, 2002 and 2001 4
Unaudited Condensed Consolidated Statements of Operations
for the three months ended June 30, 2002 and 2001 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2002 and 2001 6
Notes to Unaudited Condensed Consolidated Financial Statements 7 - 12
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13 - 16
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 17
ITEM 2. Changes in Securities and Use of Proceeds 17
ITEM 3. Defaults Upon Senior Securities 17
ITEM 4. Submission of Matters to a Vote of Security Holders 17
ITEM 5. Other Information 17
ITEM 6. Exhibits and Reports on Form 8-K 17
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2002 and December 31, 2001
June 30, December 31,
2002 2001
---- ----
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 4,481,059 $ 4,680,075
Accounts receivable, net 10,276,188 8,260,396
Prepaid and refundable income taxes 1,986,659 1,743,659
Prepaid expenses and other current assets 2,717,469 2,874,339
Deferred tax assets 199,000 199,000
------------ ------------
Total current assets 19,660,375 17,757,469
------------ ------------
Property and equipment, net 5,585,993 6,127,665
Goodwill, net 11,956,696 11,581,696
Customer list and other intangibles, net 159,948 638,529
Investment in joint venture 856,604 781,604
Deferred tax assets 1,900,000 1,900,000
Other assets 1,922,839 2,025,590
------------ ------------
Total assets $ 42,042,455 $ 40,812,553
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 57,887 $ 55,639
Borrowings on credit facilities 6,396,258 6,268,681
Accounts payable 2,204,244 1,573,371
Accrued expenses and other current liabilities 4,882,939 3,774,061
------------ ------------
Total current liabilities 13,541,328 11,671,752
Long-term debt, net of current portion 38,429 44,719
Note payable - stockholder 50,000 50,000
------------ ------------
Total liabilities 13,629,757 11,766,471
------------ ------------
Stockholders' Equity:
Common stock; $.01 par value. Authorized 15,000,000 shares; issued and outstanding
5,946,651 shares in 2002 and 5,820,714 shares in 2001 59,467 58,207
Additional paid-in capital 24,767,714 24,409,660
Retained earnings 3,858,112 4,799,464
Accumulated other comprehensive income (272,595) (221,249)
------------ ------------
Total stockholders' equity 28,412,698 29,046,082
------------ ------------
Total liabilities and stockholders' equity $ 42,042,455 $ 40,812,553
============ ============
See notes to unaudited condensed consolidated financial statements
3
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2002 and 2001
2002 2001
---- ----
Revenues $ 23,860,264 $ 26,837,643
Direct costs 8,449,066 9,479,298
------------ ------------
Gross Profit 15,411,198 17,358,345
Operating Expenses:
Selling, general and administrative expenses 14,696,385 15,845,417
Depreciation and amortization 1,624,804 1,754,956
Loss from joint venture 175,000 408,268
Loss on sale of subsidiary - 495,905
Restructuring charge - 420,000
------------ ------------
Operating loss (1,084,991) (1,566,201)
Interest expense, net (74,341) (43,340)
------------ ------------
Loss before income taxes (1,159,332) (1,609,541)
Benefit from income taxes (217,980) (675,000)
------------ ------------
Net loss $ (941,352) $ (934,541)
============ ============
Basic and diluted loss per share $ (0.16) $ (0.16)
============ ============
See notes to unaudited condensed consolidated financial statements
4
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2002 and 2001
2002 2001
---- ----
Revenues $ 12,784,822 $ 13,489,718
Direct costs 4,568,583 4,644,651
------------ ------------
Gross Profit 8,216,239 8,845,067
Operating Expenses:
Selling, general and administrative expenses 7,443,469 7,647,601
Depreciation and amortization 819,284 968,739
Loss from joint venture 75,000 166,000
------------ ------------
Operating (loss) income (121,514) 62,727
Interest expense, net (40,708) (27,339)
------------ ------------
(Loss) income before income taxes (162,222) 35,388
Provision for income taxes 82,020 15,000
------------ ------------
Net (loss) income $ (244,242) $ 20,388
============ ============
Basic and diluted loss per share $ (0.04) $ -
============ ============
See notes to unaudited condensed consolidated financial statements
5
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (941,352) $ (934,541)
----------- -----------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,624,804 1,754,956
Loss on sale of subsidiary - 495,905
Deferred income taxes - (150,000)
Equity loss from joint venture 175,000 408,268
Changes in assets and liabilities, net of acquisitions
Accounts receivable (2,067,138) 684,046
Other assets (259,078) (1,044,496)
Prepaid expenses and other current assets 156,870 189,881
Accounts payable and accrued expenses 1,948,151 (541,372)
Prepaid and refundable taxes (243,000) (595,873)
Income taxes payable - (1,312,628)
----------- -----------
Net cash provided by (used in) operating activities 394,257 (1,045,854)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired, and acquisition costs (225,000) (225,000)
Cash paid for investment in joint venture (250,000) (250,000)
Cash received for sale of subsidiary, net of cash included in assets sold - 29,908
Purchases of property and equipment (242,722) (1,710,529)
----------- -----------
Net cash used in investing activities (717,722) (2,155,621)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock in connection
with the exercise of stock options 914 111,566
Repayments of long term debt (4,042) (79,796)
Borrowings on line of credit - bank 127,577 2,120,000
----------- -----------
Net cash from financing activities 124,449 2,151,770
----------- -----------
Net decrease in cash and cash equivalents (199,016) (1,049,705)
Cash and cash equivalents at the beginning of period 4,680,075 3,542,257
----------- -----------
Cash and cash equivalents at end of period $ 4,481,059 $ 2,492,552
=========== ===========
Supplemental disclosure of non-cash activities:
Common stock issued in connection with acquisitions $ 358,400 $ 150,000
=========== ===========
See notes to unaudited condensed consolidated financial statements
6
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of presentation
The condensed consolidated financial statements included herein have been
prepared by Medialink Worldwide Incorporated and Subsidiaries (collectively, the
"Company" or "Medialink"), without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's Form 10-K filing for the year ended December 31, 2001.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
three months ended June 30, 2002. The results for the six months ended June 30,
2002 are not necessarily indicative of the results expected for the full fiscal
year.
(2) Loss per Share
Basic loss per common share is computed using net loss applicable to common
stock and the weighted average number of shares outstanding. Diluted loss per
common share is computed using the weighted average number of shares outstanding
adjusted for the incremental shares attributed to outstanding options to
purchase common stock. For the six month periods ended June 30, 2002 and 2001,
the Company had common stock equivalents of 55,333 and 48,585, respectively,
related to stock options that were not included in the computation of loss per
common share because they were antidilutive. For the three month period ended
June 30, 2002, the Company had common stock equivalents of 91,224, related to
stock options that were not included in the computation of loss per common
share, because they were antidilutive. The weighted average number of shares for
the six and three months ended June 30, 2002 and 2001 are as follows:
Weighted Average Shares Outstanding
For the six months ended June 30,
--------------------------------
2002 2001
---- ----
Basic 5,927,432 5,776,895
========= =========
Diluted 5,927,432 5,776,895
========= =========
7
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Weighted Average Shares Outstanding
- -----------------------------------
For the three months ended June 30,
----------------------------------
2002 2001
---- ----
Basic 5,955,086 5,804,347
========= =========
Diluted 5,955,086 5,833,852
========= =========
(3) Comprehensive Loss
The components of comprehensive loss consist of the following:
For the six months ended June 30,
--------------------------------
2002 2001
---- ----
Net loss $(941,352) $ (934,541)
Other comprehensive income (loss):
Foreign currency translation
adjustments (51,346) (279,836)
-------- -----------
Comprehensive loss $(992,698) $(1,214,377)
========== ===========
For the three months ended June 30,
----------------------------------
2002 2001
---- ----
Net (loss) income $(244,242) $ 20,388
Other comprehensive income (loss):
Foreign currency translation
adjustments (51,707) 2,328
--------- -----------
Comprehensive (loss) income $(295,949) $ 22,716
========= ===========
Accumulated other comprehensive loss at June 30, 2002 and December 31, 2001
consists of foreign currency translation adjustments.
8
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(4) Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("Statement
141"), and Statement No. 142, "Goodwill and Other Intangible Assets" ("Statement
142"). Statement 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Statement 141 also
specifies the criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill.
Statement 142 requires that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement 142. Statement 142 also
requires that intangible assets with definite useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with Financial Accounting Standards Board
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("Statement 121"). The Company adopted the provisions
of Statement 141 on July 1, 2001 and Statement 142 effective January 1, 2002.
Statement 141 requires, upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Any impairment loss will be measured as of the date of adoption
and recognized as the cumulative effect of a change in accounting principle in
the first interim period.
In connection with the transitional goodwill impairment evaluation, Statement
142 requires the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company has up to six months from the date of adoption to
determine the fair value of each reporting unit and compare it to the reporting
unit's carrying amount. To the extent a reporting unit's carrying amount exceeds
its fair value, an indication exists that the reporting unit's goodwill may be
impaired and the Company must perform the second step of the transitional
impairment test. In the second step, the Company must compare the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in accordance
with Statement 141, to its carrying amount, both of which will be measured as of
the date of adoption. This second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. Any transitional
impairment loss will be recognized as the cumulative effect of a change in
accounting principle in the Company's statement of earnings. Pursuant to this
standard, the Company has completed an assessment of the categorization of its
existing intangible assets and goodwill. In addition, the Company completed an
analysis of the fair value of its reporting units and has determined that the
fair value of its reporting units exceeds the carrying values at the beginning
of the period and therefore, no impairment of goodwill was recorded.
9
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
As of January 1, 2002, the date of adoption, the Company had unamortized
goodwill and other intangible assets in the amount of $11.96 million, which is
subject to the transition provisions of Statements 141 and 142. Amortization
expense related to goodwill and other intangible assets of continuing operations
was $1.91 million for the year ended December 31, 2001.
The following provides pro-forma information as if the financial statements in
all periods presented were accounted for in accordance with Statement 142:
For the Six Months Ended June 30,
---------------------------------
2002 2001
---- ----
Reported net loss $(941,352) $(934,541)
Add back: Goodwill amortization - 429,788
--------- ---------
Adjusted net loss $(941,352) $(504,753)
========= =========
Reported basic loss per share $(0.16) $(0.16)
Add back: Goodwill amortization - .07
--------- ---------
Adjusted basic loss per share $(0.16) $(0.09)
========= =========
For the Three Months Ended June 30,
-----------------------------------
2002 2001
---- ----
Reported net (loss) income $(244,242) $20,388
Add back: Goodwill amortization - 214,635
--------- ---------
Adjusted net (loss) income $(244,242) $ 235,023
========= =========
Reported basic (loss) earnings per share $(0.04) $ -
Add back: Goodwill amortization - .04
--------- ---------
Adjusted basic (loss) earnings per share $(0.04) $0.04
========= =========
10
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Intangible assets consist of the following:
June 30, 2002 December 31, 2001
-------------------------------- -----------------------------------
(in thousands) (in thousands)
Gross Gross
Amortization Carrying Accumulated Carrying Accumulated
Period Amount Amortization Net Amount Amortization Net
------ ------ ------------ --- ------ ------------ ---
Customer List 5 years $4,000 $(4,000) $ - $4,000 $(3,633) $367
Non-competes 4-7.5 years 822 (662) 160 822 (550) 272
------ ----- ---- ------ ------- ----
Total $4,822 $(4,662) $160 $4,822 $(4,183) $639
====== ======= ==== ====== --===== ====
Aggregate amortization expense for the six months ended June 30, 2002 and 2001
was $478,581 and $538,816, respectively.
Estimated future amortization expense is as follows:
For the six months ending December 31, 2002 $11,000
For the year ended December 31, 2003 81,000
For the year ended December 31, 2004 68,000
--------
Total estimated amortization $160,000
=======
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("SFAS 143"), "Accounting for Asset Retirement Obligations," which is
effective January 1, 2003. SFAS 143 addresses the financial accounting and
reporting for obligations and retirement costs related to the retirement of
tangible long-lived assets. The Company does not expect that the adoption of
SFAS 143 will have a significant impact on the Company's financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets," which is effective January 1, 2002. SFAS 144 supersedes FASB Statement
No 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions relating
to the disposal of a segment of a business of Accounting Principles Board
Opinion No. 30. The adoption of SFAS 144 did not have a significant impact on
the Company's financial statements.
In July 2002, Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities" ("Statement 146") was
issued. This Statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue ("EITF") 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principle difference between Statement
146 and EITF 94-3 relates to the timing of liability recognition. Under
Statement 146, a liability for a cost associated with an exit or disposal
activity is recognized when the liability is incurred. Under EITF 94-3, a
liability for an exit cost was recognized at the date of an entity's commitment
to an exit plan. The provisions of Statement 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The adoption of
this statement is not expected to have a material impact on the Company's
financial position or results of operations.
11
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(5) Investments and Acquisitions
On April 8, 2002, TTX Limited ("Teletrax"), a subsidiary of the Company, entered
into a Technology License Agreement with Koninklijke Philips Electronics N.V.
("Philips"), for the use of Philips' WaterCast technology. Medialink, which owns
76% of Teletrax, has agreed to advance to Teletrax, in the form of a loan, up to
a total of $1.761 million through July 8, 2003 for working capital purposes.
Through June 30, 2002 the Company has advanced Teletrax $750,000. For the period
ended June 30, 2002 the Company has recorded 100% of the loss from this
subsidiary.
On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC ("Newstream"), for the purpose of connecting
its clients to multimedia Internet news sites as Newstream.com. The Company,
which has a 50% interest in the joint venture, accounts for its interest in
Newstream under the equity method, as it does not have a controlling interest in
the entity. During the six months ended June 30, 2002 and 2001 each member made
additional capital contributions of $250,000 in each period. Although no future
funding contractual obligations exist, the Company, along with its joint venture
partner, intends to continue to fund and operate the joint venture for at least
the next twelve months.
For each of the six month periods ended June 30, 2002 and 2001, the Company made
earn-out payments on acquisitions of $375,000 ($225,000 in the form of cash and
$150,000 in the form of Medialink common stock). These payments have been
recorded as additional goodwill.
12
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Six months ended June 30, 2002 compared to Six months ended June 30, 2001
Revenues decreased by $2.98 million, or 11%, from $26.84 million for the six
months ended June 30, 2001 ("2001") to $23.86 million for the six months ended
June 30, 2002 ("2002"). Beginning in the first quarter ended March, 2002, the
Company had elected to change its previous revenue breakout from four
classifications (Distribution, Productions and Live Broadcast, Internet
Services, and Research and Other) to two classifications (Media Communications
Services and Media Research Services), better reflecting the actual services the
Company provides. Revenue from the Company's Media Communications Services
decreased by $2.12 million, or 10%, and the Company's Research Communication
Services revenue decreased by $855,000, or 15%. During 2002 the Company
continued to be challenged by a difficult economic environment, resulting in the
decrease in revenue as compared to 2001.
Direct costs decreased by $1.03 million, or 10.9%, from $9.48 million in 2001 to
$8.45 million in 2002. The decrease was the result of lower revenues during for
2002 as compared to 2001. The Company's gross profit percentage was 65% for both
2002 and 2001.
Selling, general and administrative expenses ("S, G & A") decreased by $1.15
million, or 7%, from $15.85 million in 2001 to $14.70 million in 2002. The
decrease in S, G & A includes decreases in payroll and payroll-related costs of
approximately $983,000. Additionally, the Company's newly formed joint venture,
Teletrax, incurred $234,000 of S, G & A during 2002. As the economy weakened
during the year ended December 31, 2001 and the events of September 11th
affected the Company's business, the Company made adjustments in its personnel
and other S, G & A expenditures as well as direct costs to reduce costs by
approximately $4.00 million on an annualized basis.
Depreciation and amortization expense decreased by $130,000, or 7%, from $1.75
million in 2001 to $1.62 million in 2002. The decrease was due primarily to the
elimination of amortization of goodwill as a result of the implementation of
SFAS 142, net of additional depreciation and amortization expense arising from
additions in property and equipment and capitalized software. Included in 2001
was amortization of goodwill of $430,000 and none for 2002.
As a result of the foregoing, the Company had an operating loss of $1.08 million
in 2002 as compared to an operating loss of $1.57 million in 2001. The operating
loss in 2002 included an operating loss of $223,000 from the Company's newly
formed joint venture, Teletrax. The operating loss in 2001 included loss on sale
of a subsidiary and a restructuring charge of $496,000 and $420,000,
respectively.
Income tax benefit was calculated using Medialink's effective tax rates of 41%,
net of losses from Teletrax, a newly formed joint venture and certain minimum
state taxes based on capital
13
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
The Company had a net loss of $941,000 in 2002 as compared to a net loss of
$935,000 in 2001. The Company had a loss per share of $0.16 in both 2002 and
2001.
Three months ended June 30, 2002 compared to Three months ended June, 2001
Revenues decreased by $705,000, or 5%, from $13.49 million for the three months
ended June 30, 2001 (the "2001 Quarter") to $12.78 million for the three months
ended June 30, 2002 (the "2002 Quarter"). Revenue from the Company's Media
Communications Services decreased by $480,000, or 4%, and the Company's Research
Communication Services revenue decreased by $225,000, or 9%. During the 2002
Quarter the Company continued to be challenged by a difficult economic
environment, resulting in a decrease in revenue as compared to the 2001 Quarter.
Direct costs decreased by $76,000, or 2%, from $4.64 million in the 2001 Quarter
to $4.57 million in the 2002 Quarter. The Company's gross profit percentage was
64% and 66% in the 2002 Quarter and the 2001 Quarter, respectively.
Selling, general and administrative expenses ("S, G & A") decreased by $204,000,
or 3%, from $7.65 million in the 2001 Quarter to $7.44 million in the 2002
Quarter. The decrease in S, G & A includes decreases in payroll and
payroll-related costs of approximately $314,000. Additionally, the Company's
newly formed joint venture, Teletrax, incurred $234,000 of S, G & A during 2002.
Depreciation and amortization expense decreased by $149,000, or 15%, from
$969,000 in the 2001 Quarter to $819,000 in the 2002 Quarter. The decrease was
due primarily to the elimination of amortization of goodwill as a result of the
implementation of SFAS 142, net of additional depreciation and amortization
expense arising from additions in property and equipment and capitalized
software. Included in the 2001 Quarter was amortization of goodwill of $215,000
and none for the 2002 Quarter.
As a result of the foregoing, the Company had an operating loss of $122,000 in
the 2002 Quarter as compared to an operating income of $63,000 in the 2001
Quarter. The operating loss in 2002 included an operating loss of $223,000 from
the Company's newly formed joint venture, Teletrax.
Provision for income taxes was calculated using Medialink's effective tax rates
of 41%, net of losses from Teletrax, a newly formed joint venture and certain
minimum state taxes based on capital.
The Company had a net loss of $244,000 in the 2002 Quarter as compared to a net
income of $20,000 in the 2001 Quarter. In 2002 the Company had a loss per share
of $0.04 compared to a break-even in 2001.
14
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
LIQUIDITY AND CAPITAL RESOURCES
Medialink has financed its operations primarily through cash generated from
operations and its line of credit facility. Net cash provided by operating
activities amounted to $394,000 for the six month period ended June 30, 2002,
while net cash used by operating activities for the comparable period in 2001
was $1.05 million. The change was primarily due to the changes in assets and
liabilities, most notably the increase in accounts receivable and the payment of
taxes payable during 2001. Capital expenditures which are primarily incurred to
support the Company's sales and operations were $243,000 in 2002 compared to
$1.71 million in 2001. Included in 2001 is approximately $1.00 million related
to the expansion of the Company's corporate headquarters and its new broadcast
studio. Medialink has no capital expenditure plans for the remaining of 2002
other than in the ordinary course of business. Cash flows related to earn out
payments on the Company's various acquisitions amounted to $225,000 in both
periods.
On April 8, 2002, TTX Limited ("Teletrax"), a subsidiary of the Company, entered
into a Technology License Agreement with Koninklijke Philips Electronics N.V.
("Philips"), for the use of Philips' WaterCast technology. Medialink, which owns
76% of Teletrax, has agreed to advance to Teletrax, in the form of a loan, up to
a total of $1.761 million through July 8, 2003 for working capital purposes.
Through June 30, 2002 the Company has advanced Teletrax $750,000. The minority
shareholder has no future funding obligations and, accordingly, for the six
months ended June 30, 2002 the Company has recorded 100% of the loss from this
subsidiary.
In August 2001 the Company received an unsolicited takeover bid from United
Business Media plc to purchase all of its issued and outstanding common shares.
In connection with this unsolicited offer the Company retained a financial
advisor to assist the Company in analyzing and considering the unsolicited offer
and the various strategic opportunities available to the Company to maximize
shareholder value. The terms of the agreement provided that the Company pay the
financial advisor between $2,000,000 and $2,500,000 by August 20, 2002. Through
December 31, 2001 $400,000 was charged to operations related to this agreement.
During the six months ended June 30, 2002 no additional charges were recorded.
The unsolicited offer has been withdrawn.
As of June 30, 2002 Medialink had $4.48 million in cash and cash equivalents as
compared to $4.68 million as of December 31, 2001. In addition, the Company had
a balance due under its line of credit facility of $6.40 million and $6.27
million at June 30, 2002 and December 31, 2001, respectively. In April 2002 the
Company amended its existing loan agreement to allow for borrowings of up to
$7.50 million and extending the due date to January 1, 2003, subject to annual
renewal thereafter with the lender's consent. Covenants under the line of credit
agreement require the Company to meet certain financial ratios, including
minimum tangible net worth and minimum earnings before interest, taxes,
depreciation, amortization and other charges, as defined in the agreement.
Management believes the Company is currently in compliance with the covenant
under the line of credit agreement.
As of June 30, 2002 long-term debt was $38,000 compared to $45,000 at December
31, 2001.
15
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
The Company believes that it has sufficient capital resources, including cash
flow from operations to fund its net cash needs for at least the next twelve
months.
RISK FACTORS
Major News Events
Events which dominate news broadcasts, such as the events of September 11th, may
cause the Company's clients to delay their use of, or not use, the Company's
services for a particular project as such clients may determine that their
messages may not receive adequate attention in light of the coverage of other
new events. Such circumstances could have a material adverse effect on the
Company's business, operating results and financial condition.
Susceptibility to General Economic Conditions
The Company's revenues are affected by its clients' marketing communications
spending and advertising budgets. The company's revenues and results of
operations may be subject to fluctuations based upon general economic conditions
in the geographic locations where it offers its services or distributes its
material. If there were to be continued economic downturn or a continued
recession in these geographic locations, then the Company expects that business
enterprises, including its clients and potential clients, could substantially
and immediately reduce their marketing and communications budgets. In the event
of such an economic climate, there would be a material adverse effect on the
Company's business, operating results, financial condition and ability to
refinance its existing line of credit agreement.
Competition
The markets for the Company's services are highly competitive. The principal
competitive factors affecting the Company are effectiveness, reliability, price,
technological sophistication and timeliness. Numerous specialty companies
compete with the Company in each of its service lines although no single company
competes across all service lines. Some of the Company's competitors or
potential competitors have longer operating histories, longer client
relationships and significantly greater financial, management, technological,
sales, marketing and other resources than the Company. In addition, clients
could perform internally all or certain of the services provided by the Company
rather than outsourcing such services. The Company could face competition from
companies in related communications markets which could offer services that are
similar or superior to those offered by the Company. In addition, national and
regional telecommunications providers could enter the market with materially
lower electronic delivery costs, and radio and television networks could also
begin transmitting business communications separate from their news programming.
The Company's ability to maintain and attract clients depends to a significant
degree on the quality of services provided and its reputation among its clients
and potential clients as compared to that of its competitors. There can be no
assurance that the Company will not face increased competition in the future or
that such competition will not have a material adverse effect on the Company's
business, operating results and financial condition.
16
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 2. Changes in Securities and Use of Proceeds.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
(a) The 2002 Annual Meeting of Stockholders of Medialink
(the "Meeting") was held on June 6, 2002.
(b) At the meeting the following directors were elected
for to serve as director of Medialink:
Nominee In Favor Withheld
------- -------- --------
Harold Finelt 4,129,420 736,512
Donald Kimmelman 4,175,254 690,678
Laurence Moskowitz 3,994,767 871,165
(c) The appointment of KPMG LLP as the Corporation's
independent auditors for the year ending December 31,
2002 was ratified at the meeting according to the
following votes: For: 4,598,987, Against: 264,545,
Abstentions: 2,400.
ITEM 5. Other Information.
None
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibits:
99.1 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Report on Form 8-K:
None
17
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/ Laurence Moskowitz
----------------------
Laurence Moskowitz,
Chairman of the Board, Chief Executive Officer and President
By: /s/ J. Graeme McWhirter
-----------------------
J. Graeme McWhirter
Executive Vice President, Assistant Secretary,
Chief Financial Officer and Director
Dated: August 14, 2002