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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________

 

FORM 10-Q

 

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2014

or

 

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission file number 0-26395

 

SALON MEDIA GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware	94-3228750
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification Number)

 

870 Market Street, Suite 528

San Francisco, CA 94102

(Address of principal executive offices)

 

(415) 275-3911

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value

(Title of Class)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  [ X ]  No  [  ]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☑

 

Indicate by check mark whether the Registrant is a shell company as defined by Rule 12b-2 of the act.

Yes [  ] No [X]

 

The number of outstanding shares of the Registrant's Common Stock, par value $0.001 per share, on February 1, 2015 was 76,245,442 shares.

 

 

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FORM 10-Q

SALON MEDIA GROUP, INC.

INDEX

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PART I	FINANCIAL INFORMATION		Page  Number
ITEM 1:	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of December 31, 2014 (unaudited) and March 31, 2014		3
	Condensed Consolidated Statements of Operations for the three months and nine months ended December 31, 2014 and 2013 (unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2014 and 2013 (unaudited)		5
	Notes to Condensed Consolidated Financial Statements (unaudited)		6
ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk		20
ITEM 4:	Controls and Procedures		20
PART II	OTHER INFORMATION
ITEM 1:	Legal Proceedings		21
ITEM 1A:	Risk Factors		21
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
ITEM 3.	Defaults upon Senior Securities		27
ITEM 4.	Mine Safety and Disclosures		27
ITEM 5.	Other Information		28
ITEM 6:	Exhibits		28
	Signatures		28

 

 

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PART I: FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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SALON MEDIA GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

 

 

(1) Derived from the Company’s audited consolidated financial statements. The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

SALON MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

SALON MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

 

 The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

SALON MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except share and per share data)

(unaudited)

 

 

SALON MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except share and per share data)

(unaudited)

 

 

 

SALON MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except share and per share data)

(unaudited)

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve risks and uncertainties, including but not limited to statements regarding our strategy, plans, objectives, expectations, intentions, financial performance, cash-flow breakeven timing, financing, economic conditions, Internet advertising market performance, subscription service plans, non-web opportunities and revenue sources. Although Salon Media Group, Inc. (“Salon”, the “Company” or “We”) believes its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Salon’s actual results may differ significantly from those anticipated or implied in these forward-looking statements as a result of the factors set forth above and in Salon’s public filings. Salon assumes no obligation to update any forward-looking statements as circumstances change.

 

Salon’s actual results may differ significantly from those anticipated or implied in these forward-looking statements as a result of the factors set forth below and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors That May Affect Salon’s Future Results and Market Price of Stock." In this report, the words “anticipates,” “believes,” “expects,” “estimates,” “intends,” “future,” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Form 10-Q should be considered in conjunction with the audited consolidated financial statements, which are included in Salon’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 (the “Fiscal 2014 Annual Report”) filed with the Securities and Exchange Commission. Matters of interest therein include, but are not limited to, our disclosure of critical accounting policies.

 

Overview

 

We are an online news pioneer offering a fresh and progressive voice in the continually growing Internet landscape. Our award-winning journalism combines original investigative stories and provocative personal essays along with quick-take commentary and staff-written articles about politics, technology, culture and entertainment. We are committed to interactivity, and our Website hosts a social network for bloggers called Open Salon, and supports an active commenting system that allows readers to respond to content. Our editorial product seeks to balance two crucial missions: (1) providing original and provocative content on topics that the mainstream media overlook, and (2) filtering through the media chatter and clutter to help readers find the stories that matter.

 

We focus on excellence in our core editorial product so we can attract a high demographic audience and deliver value to our advertising clients. Our readership consists of a global community that is demanding and engaged. According to ComScore and Nielsen’s Online @Plan media profiling, our readers are on average 36 years old, highly affluent with an average income of $96,000, and well educated (85% college educated). They are considered influencers in public policy, culture, art, technology and fashion. We believe our user profile makes our Website a valuable media property for advertisers and retailers who are allocating marketing resources to target consumers online.

 

 

We have a history of significant losses and expect to incur a loss from operations, based on generally accepted accounting principles, for our fiscal year ending March 31, 2015 and potentially for future years. Burr Pilger Mayer, Inc., Salon’s independent registered public accounting firm for the years ended March 31, 2014, 2013, and 2012, included a “going-concern” audit opinion on the consolidated financial statements for those years. The audit opinions report substantial doubt about our ability to continue as a going concern, citing issues such as the history of losses and absence of current profitability. Our stock price and investment prospects have been and could continue to be adversely affected, thus limiting financing choices and raising concerns about the realization of value on assets and operations.

 

In May 2012, we adopted a strategy that has led to the most significant period of user growth in our history. In October 2014, we reached our all-time high of 18.9 million unique users as measured by Google Analytics. Our strategy focuses on growing our user base, which in turn increases our attractiveness to advertisers, leading to growth in revenue. Our strategy is predicated on the following core principals: (1) create high quality content that meets our users’ interests; (2) make strategic hires to bring in new editorial talent and online news business expertise; and (3) innovate to bring great products to our users. Our focus on these core principals provides opportunity for future growth.

 

Highlights from Quarter ended December 31, 2014

 

●

Net revenues fell 22% to $1.5 million in the three months ended December 31, 2014 versus $1.9 million in the same period in the prior year, and fell 19% to $3.7 million for the nine months ended December 31, 2014 versus $4.6 million in the same period in the prior year. The drop in revenue was a result of the competitive advertising landscape for smaller Internet media companies, the shift by advertisers from direct advertising to programmatic advertising, and an ongoing shift by users to reading Salon’s Website on mobile devices. The rapid move by our users to mobile devices has depressed our advertising revenue, as most advertisers continue to prefer to advertise on desktop computers and are willing to pay only highly discounted CPMs (cost per million impressions) for mobile ad placement. The nine month period was also impacted by the cancellation of a large brand campaign across all media sites that resulted in $0.2 million in lost revenue in the September 2014 quarter, and a short-term decline in third party ad sales during the September 2014 quarter due to our internal restructuring of our third-party ad sales.

 

●

Net losses were $0.8 million during the three months ended December 31, 2014, and $2.9 million for the nine months ended December 31, 2014, an increase from $0.3 million and $1.5 million, respectively, during the same periods last year. The larger losses resulted from the decrease in revenues while operating expenses increased approximately 5% for the three months and 9% for the nine months ended December 31, 2014 compared to the prior year. The increase in operating expenses was primarily due to adding analytics capabilities to analyze our traffic, higher rental expenses in our new office in New York, and higher stock compensation charges.

 

●

We have been working on strategies to better monetize the Website and increase advertising revenues, including entering into agreements with additional mobile and website ad providers, expanding our representation in Canada, which is our second largest market, and seeking to increase the breadth of our advertiser base rather than just the amount of revenues from our larger advertisers. We believe these strategies should help us to increase our revenues in calendar 2015.

 

●

Our agenda-setting and conversation driven stories about Islam, the state of the Democratic Party, Charlie Hebdo, Bill Cosby, fast food strikes, and Stephen Colbert were widely followed by our readers and recognized and applauded by the New York Times, CNN, MSNBC, The New Yorker, the Washington Post, Los Angeles Times, Politico and many others. Our timely, topical interview with Bill Maher, Elizabeth Warren and others made news that other major publications chose to follow.

 

●

Driven by our compelling editorial coverage, unique visitors to the Salon.com Website during the December 2014 quarter averaged 18.0 million per month according to Google Analytics, which is our best quarter on record, an increase of 56% compared to the quarter ended December 30, 2013, and an increase of 9% compared to the quarter ended September 30, 2014.

 

●

During calendar year 2014, Salon’s traffic grew 82% to 12.23 million unique visitors at December 31, 2014, as measured by ComScore (U.S. only, includes mobile), which placed us second among our online news peers in traffic growth. Only four other companies were above 50% growth, and the average growth for our competitive set was 37%. Notably, our desktop traffic growth was the highest amongst our competitive set, growing 52% compared to 4% for the group as a whole.

 

 

●

In October 2014, we experienced our highest ever number of readers, with 18.9 million unique visitors coming to our Website and 57.7 million page views during the month, according to Google Analytics, and 13.75 million readers according to ComScore.

 

●

Mobile and social media continues to be a major driver of our user growth. Our mobile readers accounted for 57% of unique visitors in December 2014, which was up slightly compared to September 2014, but a significant increase compared to 48% in December 2013. During the December 2014 quarter, overall traffic from the mobile platforms increased 104% compared to the December 2013 quarter, mostly due to the top articles going viral over the Facebook mobile platform.

 

●

Social media traffic grew 127% in the quarter ended December 30, 2014 compared to the December quarter in 2013. Facebook continues to be the largest social media referrer, with Facebook referrals increasing 216% in the December 2014 quarter versus the December 2013 quarter. Twitter also grew strongly in the December 2014 quarter, increasing 29% compared to the quarter ended December 30, 2013.

 

●

We have been developing a strategy to produce Salon editorial video content. In 2015, we plan to roll out original video programming focused on news, politics and entertainment, in order to add high quality diversified content to our Website, and to attract premium video advertising that command higher CPMs as compared to display advertising.

 

●

Salon provides brands with a dynamic platform for sharing an array of video assets through our traditional display as well as our native advertising products. Video products are in high demand with our advertisers, and in the past nine months about 50% of all our direct advertising included video assets. Our video advertisers have included companies such as Siemens, AT&T, Amazon, Adobe, Cadillac, Infiniti, Lexus, Cole Haan, Warner Brothers, MSNBC, HBO, Showtime, FX, IFC, AMC, and National Geographic.

 

●

In December 2014, we partnered with Happy Ending to host a live, ticketed event featuring readings by authors Lena Dunham and Andrew Solomon and a musical performance by Lucius. During the readings, artist Shantell Martin sketched images that were projected onto the stage next to the authors. We will continue to host live events focused on our editorial team and join with outside partners like Happy Ending to provide live events for Salon users.

 

●

We were a proud winner of the Folio Award for General Consumer Website "design and uncompromising journalism," and a Finalist in Editor & Publisher’s EPPY awards for the category “Best News Site with one million unique monthly visitors and over.”

 

 

Sources of Revenue

 

Most of our net revenues are derived from advertising from the sale of promotional space on our Website. The sale of promotional space is generally less than ninety days in duration. Advertising units sold include “rich media”, a term commonly used to describe interactive multi-media and streaming advertisements, as well as traditional banner and pop-up advertisements.

 

 

We previously derived a portion of our net revenues from our Salon Premium subscription program. This source of revenue declined from its peak in the quarter ended December 31, 2004, when paid subscriptions were approximately 89,100. As of June 2012, the costs associated with maintaining the subscription program were higher than the revenues generated, so new subscriptions and renewals were no longer accepted, and the wind down of this subscription service was completed in September 2014.

 

We also generate revenue from the licensing of content that previously appeared in our Website, and from traffic referrals to third party Websites.

 

Expenses

 

Production and content expenses consist primarily of salaries and related expenses for our editorial and production staff, payments to freelance writers and artists, bandwidth costs associated with serving pages and ad serving costs.

 

Sales and marketing expenses consist primarily of salaries, commissions, bonuses and related personnel costs, travel, and other costs associated with our sales force, and business development efforts. They also include marketing promotions.

 

Technology expenses consist primarily of salaries and related personnel costs associated with the development, testing and enhancement of our software to manage our Website, as well as our marketing and sales efforts.

 

General and administrative expenses consist primarily of salaries and related personnel costs, accounting and legal fees, rents, and other fees associated with operating a publicly traded company. Certain shared overhead expenses are allocated to other departments.

 

Interest expense includes accrued interest on our outstanding debt.

 

In accordance with Accounting Standards Codification (“ASC”) 718, “Stock Compensation” (ASC 718), our expenses include stock-based compensation expenses related to stock option and restricted stock grants to employees, non-employee directors and consultants. These costs are included in the various departmental expenses.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with GAAP requires us to utilize accounting policies and make estimates and assumptions that affect our reported amounts. Our significant accounting policies are described in Note 2 to the consolidated financial statements in our Fiscal 2014 Annual Report. We believe accounting policies and estimates related to revenue recognition and stock-based compensation are the most critical to our financial statements. Future results may differ from current estimates if different assumptions are used or different conditions were to prevail.

 

Revenue Recognition

 

We recognize revenues once persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is reasonably assured. Revenues are recognized ratably over the period in which our obligations are fulfilled. Payments received before our obligations are fulfilled are classified as “Deferred revenues” in our consolidated balance sheet.

 

Advertising revenues, derived from the sale of promotional space on our Website, comprised 92% and 93% of our revenues, respectively, for the nine months ended December 31, 2014 and 2013. The duration of the advertisements is generally short-term, usually less than ninety days. Revenues derived from such arrangements are recognized during the period the advertising space is provided. Our obligations typically include a guaranteed minimum number of impressions. To the extent minimum guaranteed amounts are not achieved, we defer recognition of the corresponding revenue until the remaining guaranteed amounts are provided, if mutually agreeable to an advertiser. If these “make good” impressions are not agreeable to an advertiser, no further revenue is recognized.

 

 

We previously offered a pay-for-online content service called Salon Premium, which provided unrestricted access to our Website with no advertisements, as well as other giveaways and benefits. As a result of the continued decline in subscribers, as of June 2012, new subscriptions and renewals were no longer accepted and the wind down of this subscription service was completed in September 2014.

 

Accounting for Stock-Based Compensation

 

We account for stock-based compensation under ASC 718 and recognize the fair value of stock awards on a straight-line basis over the requisite service period of the award, which is the vesting term of four years.

 

We recognized stock-based compensation expense of $176,000 and $90,000 during the nine months ended December 31, 2014 and 2013, respectively. As of December 31, 2014, we had an aggregate of $550,000 of stock compensation remaining to be amortized to expense over the remaining requisite service period of the underlying awards. We currently expect this stock compensation balance to be amortized as follows: $101,000 during the remainder of fiscal 2015; $261,000 during fiscal 2016; $84,000 during fiscal 2017 $67,000 during fiscal 2018 and $37,000 during fiscal 2019. The expected amortization reflects only outstanding stock option awards as of December 31, 2014 expected to vest. We expect to continue issuing stock-based awards to our employees in future periods.

 

The full impact of stock-based compensation in the future is dependent upon, among other things, the timing of when we hire additional employees, the effect of new long-term incentive strategies involving stock awards in order to continue to attract and retain employees, the total number of stock awards granted, achievement of specific goals for performance-based grants, the fair value of the stock awards at the time of grant and the tax benefit that we may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards.

 

Results of Operations for the Three and Nine Months Ended December 31, 2014 Compared to the Three and Nine Months Ended December 31, 2013

 

Net revenue

 

Net revenue decreased 22% to approximately $1.5 million for the three months ended December 31, 2014 from approximately $1.9 million for the three months ended December 31, 2013. Net revenue decreased 19% to approximately $3.7 million for the nine months ended December 31, 2014 from approximately $4.6 million for the nine months ended December 31, 2013.

 

Advertising revenues decreased 22% to approximately $1.4 million for the three months ended December 31, 2014 from approximately $1.8 million for the three months ended December 31, 2013. Direct ad sales captured approximately 48% and network ad sales captured approximately 52% of total advertising revenue for the three months ended December 31, 2014. The drop in revenue was a result of the competitive advertising landscape for smaller Internet media companies, the shift by advertisers from direct advertising to programmatic advertising, and an ongoing shift by users to reading Salon’s Website on mobile devices. The rapid move by our users to mobile devices has depressed our advertising revenue, as most advertisers continue to prefer to advertise on desktop computers and are willing to pay only highly discounted CPMs (cost per million impressions) for mobile ad placement.  The nine month period was also impacted by the cancellation of a large brand campaign across all media sites that resulted in $0.2 million in lost revenue in the September 2014 quarter, and a short-term decline in third party ad sales during the September 2014 quarter due to our internal restructuring of our third-party ad sales. 

 

Advertising revenues decreased 21% to approximately $3.4 million for the nine months ended December 31, 2014 from approximately $4.3 million for the nine months ended December 31, 2013. Direct ad sales captured approximately 47% and network ad sales captured approximately 53% of total advertising revenue for the nine months ended December 31, 2014.

 

Salon Premium subscription revenues were immaterial for the three and nine months ended December 31, 2014 as we completed the wind down of this subscription service in September 2014.

 

 

Revenues from all other sources, mostly referral fees, remained flat and immaterial for each of the three and nine months ended December 31, 2014 at $0.1 million and $0.3 million, respectively.

 

Expenses

 

Production and content

 

Production and content expenses increased 15% to approximately $1.0 million for the three months ended December 31, 2014 from approximately $0.9 million for the three months ended December 31, 2013. Production and content expenses increased 15% to approximately $2.9 million for the nine months ended December 31, 2014 from approximately $2.6 million for the nine months ended December 31, 2013. The $0.1 million and $0.3 million respective increases primarily resulted from the costs of a subscription to optimization software and freelance writer contributions.

 

Sales and marketing

 

Sales and marketing expenses remained relatively flat from a year ago at approximately $0.5 million and $1.3 million for the respective three and nine months ended December 31, 2014.

 

Technology

 

Technology expenses remained relatively flat from a year ago at approximately $0.3 million and $1.0 million for the respective three and nine months ended December 31, 2014.

 

General and administrative

 

General and administrative expenses increased 9% to approximately $0.5 million for the three months ended December 31, 2014 from approximately $0.4 million for the three months ended December 31, 2013. The $0.04 million increase primarily resulted from higher stock compensation costs, recruiting fees and increased monthly rents for our relocated New York office. General and administrative expenses increased 34% to approximately $1.4 million for the nine months ended December 31, 2014 from approximately $1.0 million for the nine months ended December 31, 2013. The $0.3 million increase primarily resulted from higher stock compensation costs and increased monthly rents for our relocated New York office.

 

Interest expense

 

Interest expense for the three and nine months ended December 31, 2014 and 2013 remained flat and immaterial at $0.01 million and $0.03 million, respectively.

  

Liquidity and capital resources

 

Net cash used in operations was approximately $2.3 million for the nine months ended December 31, 2014. The principal uses of cash during the nine months ended December 31, 2014 were to fund the $2.9 million net loss for the period, partially offset by approximately $0.3 million decrease in net accounts receivable and various working capital and immaterial non-cash items. The accounts receivable, net as of December 31, 2014 of approximately $1.2 million, represent primarily advertising sales during the period, and are expected to be collected within the next four months. Net cash used in investing activities was immaterial during each of the nine months ended December 31, 2014 and 2013.

 

Net cash provided by financing activities was $2.3 million and $2.4 million for the nine months ended December 31, 2014 and 2013, respectively, reflecting cash advances from related parties.

 

 

Our operating forecast for the remainder of the fiscal year ending March 31, 2015 anticipates continued operating losses. We estimate we will require approximately $0.7 - $0.8 million in additional funding to meet our operating needs for the remaining three months ending March 31, 2015. This is an increase from our prior estimate in our June quarter because of revenue decreases. If planned revenues are less than expected, or if planned expenses are more than expected, the cash shortfall may be higher, which will result in a commensurate increase in required financing. During the current and previous fiscal years, we have relied on funding from related parties. In this fiscal year through February 13, 2014, our chairman has provided $2.9 million in cash advances. We remain dependent upon our two largest stockholders for continued financial support while we seek external financing from potential investors in the form of additional indebtedness or through the sale of equity securities in a private placement. We are working with our advisors in our efforts to obtain such funding, and explore strategic alternatives. However, we do not currently have an agreement in place to provide any financing, and there is no certainty that we will be able to enter into definitive agreements for additional financings or other strategic alternatives on commercially reasonable terms, if at all.

  

Off-Balance-Sheet Arrangements

 

We have no off-balance-sheet arrangements.

 

Contractual Obligations

 

The following summarizes our contractual obligations as of December 31, 2014:

 

		Payments Due By Period
		Total				1 Year or Less				1 - 3 Years				3 - 5 Years				More than 5 Years
Operating leases		$	1,791			$	399			$	807			$	585			$	-
Short-term borrowing			1,000				1,000				-				-				-
Interest on short-term borrowing			286				286				-				-				-
Related party advances			5,126				5,126				-				-				-
Total		$	8,203			$	6,811			$	807			$	585			$	-

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We maintain all of our cash in immediately available cash deposits at its bank. These funds are not subject to market risk and no interest is paid on such funds. In May 2007, we entered into a credit agreement with Deutsche Bank Securities, Inc. that allows us to borrow up to $1.0 million at a rate of prime less 0.25% which subjects us to interest rate risk. We feel that the risk of a rate change is not material as we contemplate having a maximum of only $1.0 million of variable rate debt outstanding during our fiscal year ending March 31, 2015. As of December 31, 2014, we had $1.0 million plus accrued interest outstanding under this agreement, payable on demand. As we conduct all of our business in the United States, we are not subject to foreign exchange risk.

 

Item 4. Controls and Procedures

 

Evaluation of Our Disclosure Controls and Internal Controls

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly Form 10-Q report (December 31, 2014), as is defined in Rule 13a-15(e) promulgated under the Exchange Act. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures.

 

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly Form 10-Q report, our disclosure controls and procedures were effective.

 

Our management has concluded that the financial statements included in this Form 10-Q present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

 

Changes in Internal Controls Over Financial Reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

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PART II: OTHER INFORMATION

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Item 1. Legal Proceedings.

 

Not applicable.

 

Item 1A. Risk Factors.

 

Salon’s business faces significant risks. The risks described below may not be the only risks Salon faces. Additional risks that are not yet known or that are currently immaterial may also impair its business operations or have a negative impact on its stock price. If any of the events or circumstances described in the following risks actually occurs, its business, financial condition or results of operations could suffer, and the trading price of its Common Stock could decline. The Risk Factors set forth below have not materially changed from those included in our Fiscal 2014 Annual Report.

 

Salon has historically lacked significant revenues and has a history of losses

 

We have a history of significant losses and expect to incur a loss from operations, based on generally accepted accounting principles, for our fiscal year ending March 31, 2015 and to be determined in future years. Even if we attain profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If revenues grow more slowly than we anticipate, or continue to decline as we saw in the quarter ended December 31, 2014, or operating expenses exceed expectations, financial results will most likely be severely harmed and our ability to continue operations will be seriously jeopardized.

 

Burr Pilger Mayer, Inc., Salon’s independent registered public accounting firm for the fiscal years ended March 31, 2012 through 2014 included a “going-concern” audit opinion on the consolidated financial statements for each of those years. The audit opinions report substantial doubt about our ability to continue as a going concern, citing issues such as the history of losses and absence of current profitability. As a result of the “going-concern” opinions, our stock price and investment prospects have been and will continue to be adversely affected, thus limiting financing choices and raising concerns about the realization of value on assets and operations. 

 

Salon’s projected cash flows may not meet expectations

 

We rely on cash projections to run our business and change such projections as new information is made available or events occur. The most significant component of our cash projections is cash to be generated from advertising sales. Forecasting advertising revenues and resulting cash receipts for an extended period of time is problematic due to the short duration of most advertising sales contracts. If projected cash inflows and outflows do not meet expectations, our ability to continue as a going concern may be adversely affected.

 

If we forecast or experience periods of limited, or diminishing cash resources, we may need to sell additional securities or borrow additional funds. There is no guarantee that we will be able to issue additional securities in future periods or borrow additional funds on commercially reasonable terms to meet our cash needs. Our ability to continue as a going concern will be adversely affected if we are unable to raise additional cash from sources we have relied upon in the past or new sources.

 

We have relied on related parties for significant investment capital

 

We have relied on cash infusions from related parties to fund operations for many years. The related parties are primarily John Warnock, Chairman of the Board of Salon, and, to a lesser extent in recent years, William Hambrecht. William Hambrecht is a Director and the father of our former CEO and current Chief Financial Officer, Elizabeth Hambrecht. During the current fiscal year, through February 13, 2015, Mr. Warnock has contributed $2,885,000 in cash advances to fund our operations.

 

 

Curtailment of cash investments and borrowing guarantees by related parties would detrimentally impact our cash availability and our ability to fund our operations.

 

Our principal stockholders exercise a controlling influence over our business affairs and may make business decisions with which non-principal stockholders disagree, which may affect the value of non-principal stockholders’ investments

 

Approximately 58% of our voting securities are controlled, directly or indirectly by our Chairman, John Warnock, and approximately 22% is controlled, directly or indirectly, by William Hambrecht, a Director and the father of our Chief Financial Officer. We remain dependent upon Mr. Warnock and Mr. Hambrecht for continued financial support while we seek external financing from potential investors in the form of additional indebtedness or through the sale of equity securities in a private placement. While all outstanding, unsecured, interest-free cash advances from Mr. Warnock and Mr. Hambrecht at February 28, 2013 were exchanged for Common Stock in the Company’s Recapitalization (described in Note 4 to the consolidated financial statements included in the 2014 Annual Report), Mr. Warnock has continued to make unsecured, interest-free, cash advances to cover our operating expenses. These advances are payable on demand, and are exchangeable into securities on the same terms as those to be issued in our next financing from non-related parties.

 

Future sales of significant number of shares of our Common Stock by principal stockholders could cause our stock price to decline

 

Our directors and officers own approximately 65 million shares, or 83% in the aggregate, of our Common Stock. As our Common Stock is normally thinly traded, if our principal stockholders were to sell their shares of Common Stock, the per share price of our Common Stock could be adversely affected. 

 

Our stock has been, and will likely continue to be, subjected to substantial price and volume fluctuations due to a number of factors, many of which will be beyond our control and which may prevent our stockholders from reselling Common Stock at a profit

 

The securities markets can experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could affect the market price of our Common Stock, regardless of our operating performance. In addition, our stock is thinly traded. Even a few transactions, whether in response to disappointment in our expected operating results or any other reason, could cause the market price of our Common Stock to decrease significantly.

 

Holders of our Series C Preferred Stock are entitled to potentially significant liquidation preferences of Salon’s assets over holders of our Common Stock in the event of a liquidation event

 

Holders of our Series C Preferred Stock (“Preferred Stock”) have liquidation preferences over holders of Common Stock of the first approximately $2.5 million in potential sales proceeds as of December 31, 2014, which includes the effect of undeclared dividends, if granted, of about $0.8 million. If a liquidation event were to occur, and Preferred Stock dividends were declared, the holders of Preferred Stock would be entitled to the first $2.5 million of cash distributions. If a liquidation event were to occur in excess of $2.5 million and if Preferred Stock dividends were to be declared, the holders of Preferred Stock would be entitled to receive a relatively larger distribution than the holders of Common Stock would be entitled to receive.

 

 

We must promote the Salon brand to attract and retain users, advertisers and strategic partners

 

The success of the Salon brand depends largely on our ability to provide high quality content and services. If Internet users do not perceive our existing content and services to be of high quality, or if we introduce new content and services or enter into new business ventures that are not favorably perceived by users, we may not be successful in promoting and maintaining the Salon brand. Any change in the focus of our operations creates a risk of diluting our brand, confusing consumers and decreasing the value of our user base to advertisers. If we are unable to maintain or grow the Salon brand, our business would be severely harmed.

 

We depend on advertising sales for substantially all of our revenues, and our inability to maintain or increase advertising revenues would harm our business

 

Our ability to maintain or increase our advertising revenues depends upon many factors, including whether we will be able to:

 

●

attract and maintain additional visitors to our Website and increase brand awareness;

  

●

sell and market our Website or other rich media advertisements;

 

●

maintain a significant number of sellable impressions generated from Website visitors available to advertisers;

 

●

increase the dollar amount of our advertising orders;

 

●

improve our Website’s technology for serving advertising;

 

●

handle temporary high volume traffic spikes to our Website;

 

●

accurately measure the number and demographic characteristics of our users; and

 

●

attract and retain key sales personnel.

   

Hackers may attempt to penetrate our security system and online security breaches could harm our business

 

Consumer and supplier confidence in our Website depends on maintaining strong security features. Experienced programmers or “hackers” have penetrated sectors of our systems, and we expect that these attempts will continue to occur from time to time. To our knowledge, there has been no outward harm to us or our readers as a result of hacking attempts. Furthermore, Salon has engaged the services of a third-party web application security-testing company, which conducts regular comprehensive searches for any vulnerabilities that may exist, allowing us to address and fix any issues before they can be exploited. This minimizes the risk of damage; however, because a hacker who is able to penetrate network security could misappropriate proprietary information or cause interruptions in our products and services, we may have to expend significant capital and resources to protect against or to alleviate problems caused by hackers. Additionally, we may not have a timely remedy against a hacker who is able to penetrate our network security. Such security breaches could materially affect our operations, damage our reputation and expose us to risk of loss or litigation. In addition, the transmission of computer viruses resulting from hackers or otherwise could expose us to significant liability. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches. We also face risks associated with security breaches affecting third parties with whom we have relationships.

 

 

We must hire, integrate and/or retain qualified personnel to support our business plans

 

Our success significantly depends on key personnel. In addition, because our users must perceive the content of our Website as having been created by credible and notable sources, our success also depends on the name recognition and reputation of our editorial staff. Due to our history of losses, we may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. We may be unable to retain our current key employees or attract, integrate or retain other qualified employees in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business would be harmed.

 

Our success depends on our key personnel, including our executive officers, and the loss of key personnel, including our Chief Executive Officer, could disrupt our business

 

Our success greatly depends on the continued contributions of our senior management and other key sales, marketing and operations personnel. While we have employment agreements with some key management, these employees may voluntarily terminate their employment at any time. We may not be able to successfully retain existing personnel or identify, hire and integrate new personnel. We do not have key person insurance policies in place for these employees. 

 

We may expend significant resources to protect our intellectual property rights or to defend claims of infringement by third parties, and if we are not successful we may lose rights to use significant material or be required to pay significant fees

 

Our success and ability to compete are dependent on our proprietary content. We rely exclusively on copyright law to protect our content. While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation of our content, which could severely harm our business. We also license content from various freelance providers and other third-party content providers. While we attempt to ensure that such content may be freely licensed to us, other parties may assert claims of infringement against us relating to such content.

 

We may need to obtain licenses from others to refine, develop, market and deliver new services. We may not be able to obtain any such licenses on commercially reasonable terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

 

In April 1999, we acquired the Internet address www.salon.com. Because www.salon.com is the address of the main home page to our Website and incorporates Salon’s name, it is a vital part of our intellectual property assets. We do not have a registered trademark on the address, and therefore it may be difficult for us to prevent a third party from infringing on our intellectual property rights to the address. If we fail to adequately protect our rights to the Website address, or if a third party infringes our rights to the address, or otherwise dilutes the value of www.salon.com, our business could be harmed.

 

Our technology development efforts may not be successful in improving the functionality of our network, which could result in reduced traffic on our Website or reduced advertising revenues

 

We are constantly upgrading our technology to manage our Website. During the last year we redesigned our Website homepage and vertical sections. In addition, we are creating new technology for new products that we expect to launch on an ongoing basis. If these systems do not work as intended, or if we are unable to continue to develop these systems to keep up with the rapid evolution of technology for content delivery, our Website may not operate properly, which could harm our business. Additionally, software product design, development and enhancement involve creativity, expense and the use of new development tools and learning processes. Delays in software development processes are common, as are project failures, and either factor could harm our business. Moreover, complex software products such as our online publishing frequently contain undetected errors or shortcomings, and may fail to perform or scale as expected. Although we have tested and will continue to test our systems, errors or deficiencies may be found in these systems that could adversely impact our business.

 

 

We rely on third parties to provide the technologies necessary to deliver content, advertising and services to our users, and any change in the licensing terms, costs, availability, or acceptance of these formats and technologies could adversely affect our business

 

We rely on third parties to provide the technologies that we use to deliver content, advertising, and services to our users. There can be no assurance that these providers will continue to license their technologies or intellectual property to us on reasonable terms, or at all. Providers may change the fees they charge users or otherwise change their business models in a manner that slows the widespread acceptance of their technologies. In order for our services to be successful, there must be a large base of users of the technologies to deliver our content, advertising, and services. We have limited or no control over the availability or acceptance of those technologies, and any change in licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business.

 

We may be held liable for content or third party links on our Website or content distributed to third parties

 

As a publisher and distributor of content over the Internet, including user-generated content, links to third-party websites that may be accessible through our Website, or content that includes links or references to a third-party’s website, we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership of the material that is published on or distributed from our Website. These types of claims have been brought, sometimes successfully, against online services, websites and print publications in the past. Other claims may be based on errors or false or misleading information provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment advice. Other claims may be based on links to sexually explicit websites. Although we carry general liability and media insurance, our insurance may not be adequate to indemnify us for all liabilities imposed. Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our financial condition and business. Implementing measures to reduce our exposure to these forms of liability may require us to spend substantial resources and limit the attractiveness of our service to users.

 

Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic

 

Our Website “salon.com”, and content management system run on cloud computing hosted by Amazon Web Services, which are in a facility in Herndon, Virginia. Any disruption of Amazon’s cloud computing platform could result in a service outage. Our OpenSalon Website “open.salon.com”, and content management system is located in a facility in Sacramento, California that has been extensively retrofitted to withstand a major earthquake, although we cannot assure that the retrofitting is sufficient. Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failure to meet commitments, and similar events could damage these systems and cause interruptions in our services. Computer viruses, electronic break-ins or other similar disruptive problems could cause users to stop visiting our Website and could cause advertisers to terminate any agreements with us. In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted if the service is slow or unavailable. If any of these circumstances occurred, our business could be harmed. Our insurance policies may not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems. We do not presently have a formal disaster recovery plan.

 

Our Website must accommodate a high volume of traffic and deliver frequently updated information. It is possible that we will experience systems failures in the future and that such failures could harm our business. In addition, our users depend on Internet service providers, online service providers and other website operators for access to our Website. Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. Any of these system failures could harm our business.

 

 

Privacy concerns could impair our business

 

We have a policy against using personally identifiable information obtained from users of our Website and services without the user’s permission. In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission or in violation of a stated privacy policy. If we use personal information without permission or in violation of our policy, we may face potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce merchants. In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify Internet users that the data may be used by marketing entities to direct product promotion and advertising to the user. Other countries and political entities, such as the European Union, have adopted such legislation or regulatory requirements. The United States may adopt similar legislation or regulatory requirements in the future. If consumer privacy concerns are not adequately addressed, our business, financial condition and results of operations could be materially harmed.

 

Due to the volatility of the price of our Common Stock, we may be the target of securities litigation, which is costly and time-consuming to defend

 

The price of our Common Stock has experienced volatility in the past, and may continue to do so in the future. In the past, following volatility in the price of a company’s securities, securities holders have instituted class action litigation against such company. Many companies have been subjected to this type of litigation. If the market value of our Common Stock experiences adverse fluctuations and we become involved in this type of litigation, regardless of the merits or outcome, we could incur substantial legal costs and our management’s attention could be diverted, causing our business, financial condition and operating results to suffer. To date, we have not been subject to such litigation.

 

Our quarterly operating results are volatile and may adversely affect the price of our Common Stock

 

Our future revenues and operating results are likely to fluctuate significantly from quarter to quarter due to a number of factors, many of which are outside our control, and any of which could severely harm our business. These factors include:

 

●

Our ability to attract and retain advertisers;

 

●

Our ability to attract and retain a large number of users;

 

●

Our ability to increase referrals from our social media presence;

 

●

The introduction of new websites, services or products by us or by our competitors;

 

●

Our ability to maximize our mobile presence;

 

●

The timing and uncertainty of our advertising sales cycles;

 

●

The mix of advertisements sold by us or our competitors;

 

●

Economic and business cycles;

 

●

Our ability to attract, integrate and retain qualified personnel;

 

●

Technical difficulties or system downtime affecting the Internet generally or the operation of our Website; and

 

●

The amount and timing of operating costs.

 

 

Due to the factors noted above and the other risks discussed in this section and in our Annual Report, one should not rely on quarter-to-quarter comparisons of our results of operations as an indication of future performance. If future periods’ results of operations are below the expectations of public market analysts and investors, the price of our Common Stock could decline. 

 

Provisions in Delaware law and our charter, stock option agreements and offer letters to executive officers may prevent or delay a change of control

 

We are subject to the Delaware anti-takeover laws regulating corporate takeovers. These anti-takeover laws prevent a Delaware corporation from engaging in a merger or sale of more than 10% of its assets with any stockholder, including all affiliates and associates of the stockholder, who owns 15% or more of the corporation’s outstanding voting stock, for three years following the date that the stockholder acquired 15% or more of the corporation’s assets unless:

 

●

the board of directors approved the transaction in which the stockholder acquired 15% or more of the corporation’s assets;

 

●

after the transaction in which the stockholder acquired 15% or more of the corporation’s assets, the stockholder owned at least 85% of the corporation’s outstanding voting stock, excluding shares owned by directors, officers and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

 

●

on or after such date, the merger or sale is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock that is not owned by the stockholder.

 

A Delaware corporation may opt out of the Delaware anti-takeover laws if its certificate of incorporation or bylaws so provide. We have not opted out of the provisions of the anti-takeover laws. As such, these laws could prohibit or delay mergers or other takeovers or changes of control of Salon and may discourage attempts by other companies to acquire us.

 

Our certificate of incorporation and bylaws include a provision relating to special meetings of our shareholders that may deter or impede hostile takeovers or changes of control or management. Special meetings of stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or by the holders of not less than 10% of all of the shares entitled to cast votes at the meeting. This provision may have the effect of delaying or preventing a change of control.

 

In addition, employment agreements with certain executive officers provide for the payment of severance and acceleration of the vesting of options and restricted stock in the event of termination of the executive officer following a change of control of Salon. These provisions could have the effect of discouraging potential takeover attempts.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits

 

(a)     Exhibits.

 

31.1	Certification of Cynthia Jeffers, Chief Executive Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002

 

31.2	Certification of Elizabeth Hambrecht, Chief Financial Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002

 

32.1	Certification of Cynthia Jeffers, Chief Executive Officer of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002

 

32.2	Certification of Elizabeth Hambrecht, Chief Financial Officer of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002

 

101.INS**

XBRL Instance

101.SCH**

XBRL Taxonomy Extension Schema

101.CAL**

XBRL Taxonomy Extension Calculation

101.DEF**

XBRL Taxonomy Extension Definition

101.LAB**

XBRL Taxonomy Extension Labels

101.PRE**

XBRL Taxonomy Extension Presentation

 

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections

 

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.

 

 

 SALON MEDIA GROUP, INC.

 

 

 

Dated: February 13, 2015	/s/ Cynthia Jeffers
	Cynthia Jeffers
	Chief Executive Officer
Dated: February 13, 2015	/s/ Elizabeth Hambrecht
	Elizabeth Hambrecht
	Chief Financial Officer

  

 

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