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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 September 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 November 13, 2002:
Common Stock - 5,889,877
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements 3
Condensed Consolidated Balance Sheets as of September 30,
2002 (unaudited) and December 31, 2001 3
Unaudited Condensed Consolidated Statements of Operations
for the nine months ended September 30, 2002 and 2001 4
Unaudited Condensed Consolidated Statements of Operations
for the three months ended September 30, 2002 and 2001 5
Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2002 and 2001 6
Notes to Unaudited Condensed Consolidated Financial Statements 7 - 14
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15 - 21
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 22
ITEM 2. Changes in Securities and Use of Proceeds 22
ITEM 3. Defaults Upon Senior Securities 22
ITEM 4. Submission of Matters to a Vote of Security Holders 22
ITEM 5. Other Information 22
ITEM 6. Exhibits and Reports on Form 8-K 22
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2002 and December 31, 2001
September 30, December 31,
2002 2001
------------ ------------
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 5,223,754 $ 4,680,075
Accounts receivable, net 8,990,740 8,260,396
Prepaid and refundable income taxes 2,446,659 1,743,659
Prepaid expenses and other current assets 2,270,367 2,874,339
Deferred tax assets 199,000 199,000
------------ ------------
Total current assets 19,130,520 17,757,469
------------ ------------
Property and equipment, net 5,746,140 6,127,665
Goodwill, net 11,958,297 11,581,696
Customer list and other intangibles, net 168,334 638,529
Investment in joint venture 756,604 781,604
Deferred tax assets 1,780,000 1,900,000
Other assets 1,933,425 2,025,590
------------ ------------
Total assets $ 41,473,320 $ 40,812,553
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 59,045 $ 55,639
Borrowings on credit facilities 6,471,938 6,268,681
Accounts payable 3,094,558 1,573,371
Accrued expenses and other current liabilities 4,645,516 3,774,061
------------ ------------
Total current liabilities 14,271,057 11,671,752
Long-term debt, net of current portion -- 44,719
Note payable - stockholder -- 50,000
------------ ------------
Total liabilities 14,271,057 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, net of 57,124 treasury shares in 2002 59,467 58,207
Additional paid-in capital 24,767,714 24,409,660
Retained earnings 2,866,192 4,799,464
Accumulated other comprehensive income (291,176) (221,249)
------------ ------------
27,402,197 29,046,082
------------ ------------
Less common stock in treasury (at cost, 57,124 shares in 2002) (199,934) --
------------ ------------
Total stockholders' equity 27,202,263 29,046,082
------------ ------------
Total liabilities and stockholders' equity $ 41,473,320 $ 40,812,553
============ ============
See notes to unaudited condensed consolidated financial statements
3
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2002 and 2001
2002 2001
------------ ------------
Revenues $ 35,236,586 $ 37,240,102
Direct costs 12,111,948 13,458,490
------------ ------------
Gross Profit 23,124,638 23,781,612
Operating Expenses:
Selling, general and administrative expenses 21,811,947 23,510,556
Depreciation and amortization 2,072,923 2,687,635
Loss from joint venture 275,000 593,268
Advisory charges 1,300,000 333,012
Loss on sale of subsidiary -- 495,905
Restructuring charge -- 634,000
------------ ------------
Operating loss (2,335,232) (4,472,764)
Interest expense, net (146,020) (77,650)
------------ ------------
Loss before income taxes (2,481,252) (4,550,414)
Benefit from income taxes (547,980) (1,845,000)
------------ ------------
Net loss $ (1,933,272) $ (2,705,414)
============ ============
Basic and diluted loss per share $ (0.33) $ (0.47)
============ ============
See notes to unaudited condensed consolidated financial statements
4
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2002 and 2001
2002 2001
------------ ------------
Revenues $ 11,376,322 $ 10,402,459
Direct costs 3,662,882 3,979,192
------------ ------------
Gross Profit 7,713,440 6,423,267
Operating Expenses:
Selling, general and administrative expenses 7,115,562 7,665,139
Depreciation and amortization 448,119 932,679
Loss from joint venture 100,000 185,000
Advisory charges 1,300,000 333,012
Restructuring charge -- 214,000
------------ ------------
Operating loss (1,250,241) (2,906,563)
Interest expense, net (71,679) (34,310)
------------ ------------
Loss income before income taxes (1,321,920) (2,940,873)
Benefit from income taxes (330,000) (1,170,000)
------------ ------------
Net loss $ (991,920) $ (1,770,873)
============ ============
Basic and diluted loss per share $ (0.17) $ (0.30)
============ ============
See notes to unaudited condensed consolidated financial statements
5
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2002 and 2001
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,933,272) $ (2,705,414)
------------ ------------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,072,923 2,687,635
Loss on sale of subsidiary -- 495,905
Deferred income taxes 120,000 (220,000)
Equity loss from joint venture 275,000 593,268
Changes in assets and liabilities, net of acquisitions
Accounts receivable (800,271) 4,311,381
Other assets (260,109) (694,964)
Prepaid expenses and other current assets 263,069 (434,519)
Accounts payable and accrued expenses 2,601,042 (1,482,775)
Prepaid and refundable taxes (703,000) (1,692,420)
Income taxes payable -- (1,312,628)
------------ ------------
Net cash provided by (used in) operating activities 1,635,382 (454,531)
------------ ------------
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 (779,561) (2,267,923)
------------ ------------
Net cash used in investing activities (1,254,561) (2,713,015)
------------ ------------
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 (41,313) (92,203)
Borrowings on line of credit - bank 203,257 4,186,000
------------ ------------
Net cash from financing activities 162,858 4,205,363
------------ ------------
Net increase in cash and cash equivalents 543,679 1,037,817
Cash and cash equivalents at the beginning of period 4,680,075 3,542,257
------------ ------------
Cash and cash equivalents at end of period $ 5,223,754 $ 4,580,074
============ ============
Supplemental disclosure of non-cash activities:
Common stock issued in connection with acquisitions $ 358,400 $ 150,000
============ ============
Treasury stock transaction $ 199,934 $ --
============ ============
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 and Significant Accounting Policies
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
nine and three months ended September 30, 2002. The results for the nine and
three months ended September 30, 2002 are not necessarily indicative of the
results expected for the full fiscal year.
7
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(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 nine month periods ended September 30, 2002 and
2001, the Company had common stock equivalents of 62,861 and 57,681,
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 September 30, 2002 and 2001, the Company had common stock
equivalents of 86,096 and 75,569, respectively, 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 nine and three
months ended September 30, 2002 and 2001 are as follows:
Weighted Average Shares Outstanding
For the nine months ended September 30,
--------------------------------------
2002 2001
---- ----
Basic and diluted 5,917,609 5,800,526
========= =========
Weighted Average Shares Outstanding
For the three months ended September 30,
---------------------------------------
2002 2001
---- ----
Basic and diluted 5,897,962 5,829,114
========= =========
8
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(3) Comprehensive Loss
The components of comprehensive loss consist of the following:
For the nine months ended September 30,
--------------------------------------
2002 2001
---- ----
Net loss $(1,933,272) $ (2,705,414)
Other comprehensive loss:
Foreign currency translation
adjustments (69,927) (78,125)
----------- -----------
Comprehensive loss $(2,003,199) $(2,783,539)
=========== ===========
For the three months ended September 30,
---------------------------------------
2002 2001
---- ----
Net loss $(991,920) $(1,770,873)
Other comprehensive loss:
Foreign currency translation
adjustments (18,581) 201,711
----------- ------------
Comprehensive loss $(1,010,501) $(1,569,162)
=========== ===========
Accumulated other comprehensive loss at September 30, 2002 and December 31, 2001
consists of foreign currency translation adjustments.
(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. 144, "Accounting for the Impairment of or Disposal of Long-Lived Assets "
("Statement 144"). The Company adopted the provisions of Statement 141 on July
1, 2001 and Statement 142 effective January 1, 2002.
9
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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 at September 30, 2002, and therefore, no impairment of
goodwill was recorded.
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.
10
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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 Nine Months Ended September 30,
--------------------------------------
2002 2001
----------- -----------
Reported net loss $(1,933,272) $(2,705,414)
Add back: Goodwill amortization - 644,404
----------- -----------
Adjusted net loss $(1,933,272) $(2,061,010)
=========== ===========
Reported basic loss per share $ (0.33) $(0.47)
Add back: Goodwill amortization - .11
----------- -----------
Adjusted basic loss per share $ (0.33) $(0.36)
=========== ===========
For the Three Months Ended September 30,
---------------------------------------
2002 2001
----------- -----------
Reported net loss $(991,920) $(1,770,873)
Add back: Goodwill amortization - 214,616
----------- -----------
Adjusted net loss $(991,920) $(1,556,257)
=========== ===========
Reported basic loss per share $ (0.17) $(0.30)
Add back: Goodwill amortization - .04
----------- -----------
Adjusted basic loss per share $ (0.17) $(0.26)
=========== ===========
11
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Intangible assets consist of the following:
September 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 500 (332) 168 822 (550) 272
----- ----- --- ----- ----- ---
Total $4,500 $(4,332) $168 $4,822 $(4,183) $639
===== ===== === ===== ===== ===
Aggregate amortization expense for the nine months ended September 30, 2002 and
2001 was $470,196 and $781,150, respectively.
Estimated future amortization expense is as follows:
For the three months ending December 31, 2002 $20,000
For the year ended December 31, 2003 80,000
For the year ended December 31, 2004 68,000
-------
Total estimated amortization $168,000
=======
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 principal 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.
12
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(5) Other Operating Expenses
Restructuring Charges
In March 2001 the Company combined its U.S. and international broadcast
services into a Global Broadcast Services unit. The corporate reorganization is
designed to accelerate the growth of its broadcast services business. The
Company incurred a charge of $420,000 as a result of the restructuring.
Additionally in September 2001 the Company reduced its staff in the UK and US
incurring a restructuring charge of $214,000. The total charges aggregating
$634,000 for the nine months ended September 30, 2001, included severance and
related payments to terminated employees of approximately $420,000.
Advisory Charges
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 and other professionals 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 unsolicited offer
has been withdrawn. The terms of the amended agreement provide that the Company
pay the financial advisor $1,600,000 not including expenses. The agreement
expired in August 2002 with no transaction transpiring and, accordingly, the
remaining balance due under the agreement was charged to operations during the
3rd Quarter of 2002. For the nine and three month periods ended September 30,
2002 and 2001, $1,200,000 and $100,000, respectively, were charged to operations
related to this amended agreement and included in advisory charges.
(6) 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 September 30, 2002 the Company has advanced Teletrax $816,000. For the
period ended September 30, 2002 the Company has recorded 100% of the loss from
this subsidiary.
13
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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 providing its
clients with distribution of their news to multimedia Internet news sites. 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 nine months ended September 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 nine month periods ended September 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.
(7) Line of Credit
The Company has a line of credit facility (the "Credit Facility") for borrowings
of up to $7.50 million expiring January 1, 2003. Loans under the Credit Facility
bear interest at the 30-Day LIBOR Rate plus 2.25%, per annum.
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.
Substantially all of the assets of the Company are pledged as collateral under
the credit facility.
(8) Treasury Stock Transaction
In July 2002 the Company received 57,124 shares of Medialink common stock as
payment for loan balances due from a former officer of the Company totaling
$199,934. The shares valued at $3.50 per share on the date of the agreement have
been recorded as treasury stock at September 30, 2002.
14
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Nine months ended September 30, 2002 compared to nine months ended September 30,
2001
Revenues decreased by $2.00 million, or 5%, from $37.24 million for the nine
months ended September 30, 2001 ("2001") to $35.24 million for the three months
ended September 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 $1.27 million, or 4%, and the Company's Research Communication
Services revenue decreased by $735,000, or 10%. During 2002 the Company
continued to be challenged by a difficult economic environment, resulting in
lower client budgets for the Company's services. In the 3rd Quarter of 2001
revenue from Media Communications Services was negatively impacted by the
effects of September 11, 2001 and the news coverage of the related events.
Direct costs decreased by $1.35 million, or 10%, from $13.46 million in 2001 to
$12.11 million in 2002. The decrease was primarily the result of the lower
revenues during 2002 as compared to 2001, offset by an improvement in gross
margins percentages. The Company's gross profit percentage was 66% and 64% for
2002 and 2001, respectively. As the Company experienced the effects of a
difficult economic environment it made adjustments to its direct cost structure,
including renegotiating vendor rates and improving the efficiency of its
operating processes.
Selling, general and administrative expenses ("S, G & A") decreased by $1.70
million, or 7%, from $23.51 million in 2001 to $21.81 million in 2002. The
decrease in S, G & A includes decreases in payroll and payroll-related costs of
approximately $1.41 million. In reaction to the difficult economic environment
and the effects of September 11, 2001, the Company reduced its headcount in the
4th Quarter of 2001 and produced other S, G & A savings. Offsetting these cost
reductions, the Company's subsidiary, formed in 2002, Teletrax, incurred
$485,000 of S, G & A during 2002.
In August 2001 the Company received an unsolicited takeover bid by United
Business Media plc to purchase all of its issued and outstanding common shares.
In connection with this unsolicited offer the Company incurred legal and
financial advisory expenses of approximately $1.30 million and $333,000, through
September 30, 2002 and 2001, respectively. The unsolicited offer is no longer
active and the Company does not anticipate incurring any additional costs.
During 2001 the Company sold a component of its UK photography business and as a
result incurred a loss from the sale of a subsidiary of $496,000.
During 2001 the Company combined its U.S. and international broadcast services
into a Global Broadcast Services unit. The corporate reorganization is designed
to accelerate the growth of its broadcast services business. The Company
incurred a charge of $420,000 as a result of the restructuring. Additionally in
September 2001 the Company reduced its staff in the UK and US incurring a
restructuring charge of $214,000.
15
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Depreciation and amortization expense decreased by $615,000, or 23%, from $2.69
million in 2001 to $2.07 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 $644,000 and none for 2002.
As a result of the foregoing, the Company had an operating loss of $2.34 million
in 2002 as compared to an operating loss of $4.47 million in 2001. The operating
loss in 2002 included an operating loss of $460,000 from the Company's newly
formed joint venture, Teletrax and advisory charges of $1.30 million. The
operating loss in 2001 included loss on sale of a subsidiary of $496,000,
restructuring charges of $420,000 and advisory charges of $333,000.
Income tax benefit was calculated using Medialink's effective tax rates of 40%,
net of losses from Teletrax, a newly formed joint venture and certain minimum
state taxes based on capital. Due to the limited historical results of Teletrax
and the uncertainty of the recoverability of its tax loss carryforward, no
benefit was assumed.
The Company had a net loss of $1.93 million in 2002 as compared to a net loss of
$2.71 million in 2001. The Company had a loss per share of $0.33 and $0.47,
respectively, in 2002 and 2001.
Three months ended September 30, 2002 compared to Three months ended
September, 2001
Revenues increased by $974,000, or 9.4%, from $10.40 million for the three
months ended September 30, 2001 (the "2001 Quarter") to $11.38 million for the
three months ended September 30, 2002 (the "2002 Quarter"). Revenue from the
Company's Media Communications Services increased by $855,000, or 10.4%, and the
Company's Research Communication Services revenue increased by $120,000, or
5.6%. During the 2001 Quarter, revenue from Media Communications Services
products decreased significantly as a result of the broadcast news coverage of
the September 11th attack and the related events.
Direct costs decreased by $316,000, or 7.9%, from $3.98 million in the 2001
Quarter to $3.66 million in the 2002 Quarter. The Company's gross profit
percentage was 68% and 62% in the 2002 Quarter and the 2001 Quarter,
respectively. The increase in the gross profit percentage was substantially the
result of cancelled Media Communication Services projects during the 2001
Quarter, resulting from the events of September 11th, while the Company
continued to incur direct costs on these projects. Additionally, as the Company
experienced the effects of a difficult economic environment it made adjustments
to its direct cost structure, including renegotiating vendor rates and improving
the efficiency of its operating processes.
16
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Selling, general and administrative expenses ("S, G & A") decreased by $550,000,
or 7.2%, from $7.67 million in the 2001 Quarter to $7.16 million in the 2002
Quarter. The decrease in S, G & A includes decreases in payroll and
payroll-related costs of approximately $425,000. In reaction to the difficult
economic environment and the effects of September 11, 2001, the Company reduced
its headcount in the 4th Quarter of 2001 and produced other S, G & A savings.
Offsetting these cost reductions, the Company's newly formed subsidiary,
Teletrax, incurred $251,000 of S, G & A during 2002.
Depreciation and amortization expense decreased by $485,000, or 52.0%, from
$933,000 in the 2001 Quarter to $448,000 in the 2002 Quarter. The decrease was
due to the elimination of amortization of goodwill as a result of the
implementation of SFAS 142. Included in the 2001 Quarter was amortization of
goodwill of $215,000 and none for the 2002 Quarter. Additionally, the Company's
customer list, acquired in conjunction with the acquisition of The Corporate
Television Group, was fully amortized in the 2002 Quarter, resulting in a
decrease in amortization of $200,000 between the 2002 and 2001 Quarters.
As a result of the foregoing, the Company had an operating loss of $1.25 million
in the 2002 Quarter as compared to an operating loss of $2.91 million in the
2001 Quarter. The operating loss in 2002 included an operating loss of $237,000
from the Company's newly formed joint venture, Teletrax.
Provision for income taxes was calculated using Medialink's effective tax rates
of 39%, 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 $992,000 in the 2002 Quarter as compared to a net
loss of $1.77 million in the 2001 Quarter. In 2002 the Company had a loss per
share of $0.17 compared to a loss per share of $0.30 in 2001.
17
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 $1.64 million for the nine month period ended September
30, 2002, while net cash used by operating activities for the comparable period
in 2001 was $455,000. Capital expenditures which are primarily incurred to
support the Company's sales and operations were $780,000 in 2002 compared to
$2.27 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 remainder 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 September 30, 2002 the Company has advanced Teletrax $816,000. The
minority shareholder has no future funding obligations and, accordingly, for the
nine months ended September 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. In
August 2002 the agreement was amended to decrease the total fees to $1.60
million plus expenses. In accordance with the terms of the amended agreement, as
of September 30, 2002, $800,000 has been paid with the remaining balance due,
totaling $800,000 included in accounts payable. The remaining balance is due as
follows, $400,000 in December 2002 and $400,000 in April 2003.
As of September 30, 2002 Medialink had $5.22 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 $6.47 million
and $6.27 million at September 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.
18
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
As of September 30, 2002 long-term debt was $59,000 compared to $100,000 at
December 31, 2001.
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 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.
19
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
New Services
The Company must develop new services to remain competitive, maintain or grow
market share and to operate in new markets. There can be no assurance that the
Company will be successful in developing new services, or that those new
services will meet customer needs. As a result of the expenses incurred in
developing new services and the potential inability of the Company to market
these services successfully, the Company's operating results may be negatively
affected.
Provisions of Our Charter Documents May Have Anti-takeover Effects that Could
Prevent a Change in Control Even if the Change in Control Would be Beneficial to
our Stockholders Provisions of our amended and restated certificate of
incorporation, by-laws and Delaware law could make it more difficult for a third
party to acquire us, even if doing so would be beneficial to our stockholders.
Line of credit
The Company has a balance due under its line of credit of $6.47 million with a
due date of 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 depreciation, amortization, interest and other
charges, as defined in the agreement.
While management believes the Company is currently in compliance with the
covenants under the line of credit agreement, there can be no assurance that the
lender will renew the line. In that event, the Company may be required to raise
additional funds in order to repay the outstanding balance under the line of
credit and there can be no assurance that, if required, the Company would be
able to raise such funds on favorable terms, if at all.
Other Risk Factors
Other risk factors include our recent history of losses, our ability to achieve
or maintain profitability, effectiveness of our cost reduction programs, our
ability to develop new services and market acceptance of such services, such as
Teletrax, our ability to develop new products and services that keep pace with
technology, our ability to develop and maintain successful relationships with
critical vendors, the potential negative effects of our international operations
on the Company. In addition, future acquisitions or divestitures and, the
absence of long term contracts with customers and vendors may adversly effect
our operations and have an adverse effect on pricing, revenues, gross margins
and our customer base.
CRITICAL ACCOUNTING POLICIES
We have identified the policies below as significant to our business operations
and the understanding of our results of operations. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements in the Company's Form 10-K for the year ended December 31, 2001.
Intangible Assets
Goodwill, which represents the excess of the purchase price paid by the Company
over the fair market value of net assets acquired in business acquisitions
accounted for under the purchase method, is being amortized on a straight-line
basis over the estimated future period of benefit, which ranges from 10 to 20
years. Other intangible assets, including customer lists and covenants not to
compete, are being amortized on a straight-line basis over the term of the
agreement or the estimated future period of benefit, which ranges from 3 to 7
1/2 years.
The agreements pursuant to which the Company acquired certain companies include
provisions that could require the Company to issue additional cash or shares of
common stock if certain performance targets are met. The value of any such
additional consideration will be added to the goodwill related to such
acquisition and amortized over the remainder of that goodwill's useful life.
Long-lived assets and certain identifiable intangibles, including goodwill, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. Should the Company
experience a reduction in revenue and cash flow because our business or market
conditions vary from our current expectations, we may not be able to realize the
carrying value of these assets and will record an impairment charge at that
time.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred
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 and for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. We
considered all of the available evidence to arrive at our position on the net
deferred tax assets; however, should circumstances change which would alter our
judgment in this regard it may have an impact on future operating results.
20
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Item 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our chief executive officer,
principal accounting officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our chief executive officer, principal
accounting officer and principal financial officer concluded that our disclosure
controls and procedures, as of the date of the evaluation, are effective in
timely alerting them to material information required to be included in our
periodic SEC reports. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.
In addition, we reviewed our internal controls, and there have been no
significant changes in those controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.
21
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.
None
ITEM 5. Other Information.
None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) 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
22
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: November 14, 2002
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CERTIFICATION
I, Laurence Moskowitz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Medialink
Worldwide Incorporated;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002
/s/ Laurence Moskowitz
- ------------------------------
Name: Laurence Moskowitz
Title: Chief Executive Officer
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CERTIFICATION
I, J. Graeme McWhirter, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Medialink
Worldwide Incorporated;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
d) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
e) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
f) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 14, 2002
/s/ J. Graeme McWhirter
- ------------------------------
Name: J. Graeme McWhirter
Title: Chief Financial Officer