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EX-31.1 - CERTIFICATION - Mecklermedia Corpmeckler_10q-ex3101.htm
EX-32.1 - CERTIFICATION - Mecklermedia Corpmeckler_10q-ex3201.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended June 30, 2015.

 

or

 

o 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: 000-26393

 

Mecklermedia Corporation

(Exact name of Registrant as specified in its charter)

  

Delaware 06-1542480
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
50 Washington Street, Suite 902, Norwalk, CT 06854
(Address of principal executive offices) (Zip Code)

 

(212) 389-2000

(Registrant’s telephone number, including area code)

 

475 Park Avenue South, New York, NY

(Former name, former address or former fiscal year, if changed from last report)

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  o

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act: (Check one):

  

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

 

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

 

The number of outstanding shares the Registrant’s common stock, par value $.01 per share, as of August 7, 2015 was 6,057,662.

 

 
 

 

Mecklermedia Corporation

Index

 

    Page
PART I. Financial Information  
     
Item 1. Financial Statements 3
     
  Consolidated Condensed Balance Sheets – June 30, 2015 (unaudited) and December 31, 2014 3
     
  Unaudited Consolidated Condensed Statements of Operations – For the Three and Six Months Ended June 30, 2015 and 2014 4
     
  Unaudited Consolidated Condensed Statements of Cash Flows – For the Six Months Ended June 30, 2015 and 2014 5
     
  Notes to Unaudited Consolidated Condensed Financial Statements 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 18
     
Item 4. Controls and Procedures 18
     
PART II. Other Information  
     
Item 1. Legal Proceedings 19
     
Item 1A. Risk Factors 19
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
     
Item 3. Defaults Upon Senior Securities 19
     
Item 4. Mine Safety Disclosures 19
     
Item 5. Other Information 19
     
Item 6. Exhibits 20
     
Signatures   21

 

 2 
 

PART 1- FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Mecklermedia Corporation 

Consolidated Condensed Balance Sheets

June 30, 2015 and December 31, 2014

(in thousands, except share and per share data)

   

   June 30, 2015
(unaudited)
   December 31,
2014
 
ASSETS          
Current assets:          
Cash and cash equivalents  $207   $549 
Restricted cash   1,000    1,500 
Accounts receivable, net of allowances of $1 and $0, respectively   138    262 
Prepaid expenses and other current assets   450    806 
Assets of discontinued operations       25 
Total current assets   1,795    3,142 
           
Property and equipment, net   222    247 
Intangible assets, net   67    57 
Investments and other assets   275    528 
Assets of discontinued operations       35 
Total assets  $2,359   $4,009 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $398   $238 
Accrued payroll and related expenses   117    147 
Accrued expenses and other current liabilities   807    902 
Deferred revenues   318    353 
Liabilities of discontinued operations   144    182 
Total current liabilities   1,784    1,822 
           
Long-term debt   500     
Total liabilities   2,284    1,822 
           
Commitments and contingencies (see note 11)          
           
Stockholders’ equity:          
Preferred stock, $.01 par value, 4,000,000 shares authorized, 600,000 designated as Series A Junior participating preferred stock, no shares issued and outstanding        
Common stock, $.01 par value, 18,750,000 shares authorized, 6,176,947 shares issued and 6,057,662 shares outstanding at June 30, 2015 and December 31, 2014.   62    62 
Additional paid-in capital   296,446    296,411 
Accumulated deficit   (295,937)   (293,790)
Treasury stock, 119,285 shares, at cost   (496)   (496)
Total stockholders’ equity   75    2,187 
Total liabilities and stockholders’ equity  $2,359   $4,009 

  

See notes to unaudited consolidated condensed financial statements.

 3 
 

 

Mecklermedia Corporation

Unaudited Consolidated Condensed Statements of Operations 

For Three and Six Months Ended June 30, 2015 and 2014

(in thousands, except share and per share data)

 

  

Three Months ended June 30,

   Six Months Ended June 30, 
   2015   2014   2015   2014 
Revenues  $1,157   $1,413   $1,820   $2,161 
Cost of revenues   1,170    1,358    2,251    2,029 
Advertising, promotion and selling   404    506    795    658 
General and administrative   363    1,051    770    1,977 
Depreciation   17    19    34    40 
Amortization   7    1    13    2 
Total operating expenses   1,961    2,935    3,863    4,706 
Operating loss   (804)   (1,522)   (2,043)   (2,545)
Other income (loss), net   (22)   28    (95)   (105)
Interest expense   (6)   (132)   (6)   (259)
Loss from continuing operations before income taxes   (832)   (1,626)   (2,144)   (2,909)
Provision for income taxes   3    10    3    20 
Net loss from continuing operations   (835)   (1,636)   (2,147)   (2,929)
Income from discontinued operations, net of taxes       593        1,140 
Loss on sale of discontinued operations, net of taxes       (4,080)       (4,080)
Net loss  $(835)  $(5,123)  $(2,147)  $(5,869)
Basic and diluted loss per share:                    
Loss from continuing operations  $(0.14)  $(0.27)  $(0.35)  $(0.48)
Loss from discontinued operations       (0.58)       (0.49)
   $(0.14)  $(0.85)  $(0.35)  $(0.97)
Weighted average shares used in computing loss per share:                    
Basic and diluted   6,057,662    6,057,660    6,057,662    6,057,521 

  

See notes to unaudited consolidated condensed financial statements.

Certain reclassifications have been made to the prior year financial statements to conform to current year presentation of discontinued operations.

 

 
 4 
 

 

Mecklermedia Corporation

Unaudited Consolidated Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2015 and 2014

(in thousands)

 

   2015   2014 
Cash flows from operating activities:          
Net loss  $(2,147)  $(5,869)
Less: Loss from discontinued operations, net of taxes       2,940 
Loss from continuing operations   (2,147)   (2,929)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:          
Depreciation and amortization   47    42 
Stock-based compensation   35    74 
Other, net   71    102 
Amortization of debt issuance costs       12 
Provision for losses on accounts receivable   (5)    
Deferred income taxes       18 
Changes in assets and liabilities:          
Accounts receivable, net   129    (20)
Prepaid expenses and other current assets   347    (227)
Investments and other assets   192     
Accounts payable, accrued expenses and other liabilities   35    151 
Deferred revenues   (35)   193 
Assets and liabilities of discontinued operations   22    1,055 
Net cash used in operating activities   (1,309)   (1,529)
Cash flows from investing activities:          
Purchases of property and equipment   (11)   (9)
Acquisitions of intangible assets and other development costs   (22)   (90)
Proceeds from sale of assets and other       190 
Funds released from restricted cash in escrow   500     
Investing related to discontinued operations       (20)
Net cash provided by investing activities   467    71 
Cash flows from financing activities:          
Borrowings from long-term debt   500    600 
Net cash provided by financing activities   500    600 
Net decrease in cash and cash equivalents   (342)   (858)
Cash and cash equivalents, beginning of period   549    1,232 
Cash and cash equivalents, end of period  $207   $374 
           
Supplemental disclosure of cash flow:          
Cash paid for interest  $6   $108 

 

See notes to unaudited consolidated condensed financial statements.

Certain reclassifications have been made to the prior year financial statements to conform to current year presentation of discontinued operations.

 

 5 
 

Mecklermedia Corporation

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2015

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

 

1. THE COMPANY

 

Mecklermedia Corporation (f/k/a Mediabistro Inc.) (“Mecklermedia” or the “Company”) is a leading producer of global trade shows and online publications covering 3D printing, Bitcoin/Blockchain and service robots. The Mecklermedia news sites and newsletters provide up to date coverage on emerging industries to help drive business forward.

 

As discussed in note 4, on August 15, 2014 the Company completed its sale of the Mediabistro assets to PGM-MB Holdings, LLC (“PGM-MB”), a subsidiary of Prometheus Global Media. The Company sold assets related to its former business of providing online publishing of editorial content, e-commerce offerings, and online job-board (including online career-oriented services such as freelancer marketplaces), online education and certificate programs for social media, traditional media and creative professionals, and bundled subscription services for the foregoing. The assets the Company sold also related to the marketplace for designing and purchasing logos through Stocklogos.com

 

After the sale, the Company offers trade shows which include, among others, Inside 3D Printing Conference & Expo, Inside Bitcoins, and RoboUniverse Conference and Expo. The Company also provides original and in-depth daily coverage of the latest developments in 3D printing and additive manufacturing, updates on the bitcoin payment industry and information on service robots.

 

Going concern. The Company has incurred losses and negative cash flows from operations in recent quarters and expects to continue to incur operating losses for the remainder of 2015 and into the first half of 2016. In the absence of a sufficient increase in revenues, the Company will need to do one or more of the following in the next six months to meet its planned level of expenditures: (a) raise additional capital through outside investors; (b) reduce spending on operations; or (c) restructure its operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by its needs and its view toward its overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to its stockholders or its business. The ability of the Company to obtain such additional financing and to achieve its operating goals is uncertain. In the event that the Company does not obtain additional capital or is not able to increase cash flow through its operations, there is substantial doubt as to its ability to continue as a going concern. The accompanying unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. As discussed in note 9, in March 2015, the Company entered into a Secured Promissory Note and a Security Agreement with Drew Lane Holdings, LLC for $500. As of June 30, 2015, the Company has drawn down $500 from this agreement.

 

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2014. For information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the SEC. The accompanying unaudited consolidated condensed financial statements have been prepared from the books and records of Mecklermedia in accordance with accounting principles generally accepted in the United States of America and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited consolidated condensed statements of operations for the three and six months ended June 30, 2015 is not necessarily indicative of the results to be expected for the full year or any future interim period. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Mecklermedia’s Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such unaudited consolidated condensed financial statements.

 

The unaudited consolidated condensed financial statements include the accounts of Mecklermedia and its wholly owned subsidiaries: Mecklermedia.com Subsidiary, Inc., a Delaware corporation; Inside Network, Inc., a California corporation; and Mecklermedia Asia-Pacific Limited, a logistical office in Hong Kong. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Certain reclassifications have been made to the prior year financial statements to conform to current year presentation of discontinued operations.

 6 
 

 

Equity method for accounting for investments. Mecklermedia accounts for investments in accordance with Accounting Standards Codification, (“ASC”), Topic 323, “Investments – Equity Method and Joint Ventures.” Investments in companies in which the Company has a 20% to 50% interest are carried at cost, adjusted for the Company’s proportional share of their undistributed earnings or losses. The Company reviews these investments whenever events or changes in circumstances indicate that the carrying amount of these investments may not be recoverable. Mecklermedia has a 27% investment in 3dPrintingIndustry.com (“3dPI”), which began April 15, 2013. Originally, the Company held a 15% equity ownership and accounted for the investment at cost. During the year ended December 31, 2014, the Company increased its investment by 12% and is now accounting for the investment under the equity method. As of June 30, 2015 and December 31, 2014, respectively, the Company recorded an investment of $253 and $313 in 3dPI, which is included in investments and other assets in the Company’s consolidated condensed balance sheet. The Company recorded a $20 net equity loss for the three months ended June 30, 2015 and $60 net equity loss for the six months ended June 30, 2015, which is included in other loss, net in the Company’s consolidated condensed statements of operations.

 

Recent accounting pronouncements: In June 2015, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-10, “Technical Corrections and Improvements.” ASU 2015-10 clarifies various topics in the FASB Accounting Standards Codification. ASU 2015-10 is effective for the interim and annual periods ending after December 15, 2015. Early adoption is permitted. The Company does not expect a material impact to the Company's financial condition, results of operations or cash flows from the adoption of this guidance.

 

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements —Going Concern" This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect a material impact to the Company's financial condition, results of operations or cash flows from the adoption of this guidance.

 

3. SEGMENT INFORMATION

 

Segment information is presented in accordance with ASC Topic 280, “Segment Reporting”. ASC Topic 280 is typically based on a management approach that designates the internal organization used for making operating decisions and assessing performance. Operating segments are defined as business areas or lines of an enterprise about which financial information is available and evaluated on a regular basis by the chief operating decision-makers, or decision-making groups, in deciding how to allocate capital and other resources to such lines of business. The Company operates in one reportable segment. The Company’s results will be impacted by the number and size of trade shows held in each quarter. In addition, there may be quarterly fluctuations as trade shows held in one period in the current year may be held in a different period in future years.

 

4. DISPOSITION OF ASSETS AND DISCONTINUED OPERATIONS

 

On August 15, 2014, the Company completed the sale of its Mediabistro assets to PGM-MB for $8,000. As of June 30, 2015, $1,000 is held in escrow and will be disbursed by August 15, 2015, subject to any indemnification claims against the escrow. As a result of this sale, Mecklermedia is accounting for its Mediabistro operations as a discontinued operation since the sale caused a strategic shift in the business from an online publishing, online job board and online education business to a trade show business with in-depth coverage and updates of the 3D printing, bitcoin payment industry and service robots. The carrying value of the net assets of the business at the time of the sale was $1,883 and resulted in a gain of $5,725.

 

The information below presents results of operations of the Mediabistro business:

 

   Three Months
Ended
 June 30, 2014
   Six Months
Ended
June 30 2014
 
Revenues  $2,127   $4,301 
Net income from discontinued operations, net of taxes  $702   $1,408 

 

 7 
 

 

Assets and liabilities from discontinued operations of the Mediabistro business are as follows:

 

   June 30,
2015
   December 31,
2014
 
Accounts receivable  $   $25 
Prepaids and other assets       35 
Total assets  $   $60 
           
Accrued expenses   144    182 
Total liabilities  $144   $182 

 

As a result of the sale of the Appdata assets on May 30, 2014, Mecklermedia is accounting for its operations as a discontinued operation. The carrying value of the net assets of the business at the time of the sale was $4,342 and resulted in a loss of $4,080.

 

The information below presents results of operations of the Appdata business:

 

   Three Months
Ended
June 30, 2014
   Six Months
Ended
June 30, 2014
 
Revenues  $135   $372 
Net income from discontinued operations, net of taxes  $(109)  $(268)

 

There were no assets or liabilities associated with the Appdata business as of June 30, 2015 or December 31, 2014.

 

Prior year financial results have been presented to reflect these disposals as a discontinued operation.

     

5. ACCOUNTING FOR STOCK-BASED COMPENSATION

 

Total stock-based compensation is as follows:

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2015   2014   2015   2014 
Stock-based compensation included in continuing operations  $18   $30   $35   $74 
Stock-based compensation included in discontinued operations       23        34 
Total employee stock-based compensation  $18   $53   $35   $108 

 

Total employee stock-based compensation increased additional paid-in capital by $35 and $108 for the six months ended June 30, 2015 and 2014, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants during the periods presented (table is not in thousands):

 

  Six Months Ended
June 30,
 
   2015   2014 
Risk-free interest rate   0.99%   0.69%
Expected life (in years)   3.4    3.4 
Dividend yield   0%   0%
Expected volatility   148%   135%

 

The expected stock price volatility is based on the historical volatility of Mecklermedia’s common stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term.  The Company calculates the expected term for stock options using historical data.

 

The weighted-average grant date fair value of options granted during the six months ended June 30, 2015 and 2014 was $0.58 and $1.95, respectively. The total intrinsic value of options exercised, of which there were none, during the six months ended June 30, 2015 and 2014 was $0.

 8 
 

 

As of June 30, 2015, there was $175 of total unrecognized compensation costs related to nonvested stock-based compensation. The Company expects to amortize these costs over a weighted-average period of 2.4 years.

 

The following table summarizes option activity during the six months ended June 30, 2015:

 

    Shares     Weighted
Average
Exercise Price
    Weighted
Average
Remaining
Contractual
Term (years)
    Aggregate
Intrinsic Value
 
Outstanding at December 31, 2014     1,068,610     $ 2.58                  
Granted     4,000     $ 0.70                  
Exercised                          
Forfeited or expired     (86,163 )   $ 4.44                  
Outstanding at June 30, 2015     986,447     $ 2.41       8.14     $  
Vested and expected to vest at June 30, 2015     868,574     $ 2.65       7.97     $  
Exercisable at June 30, 2015     421,747     $ 4.80       6.43     $  

  

6. COMPUTATION OF LOSS PER SHARE

 

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Dilutive earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the incremental common shares that may be issued upon the exercise of stock options. Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.  

 

The following table summarizes the number of outstanding stock options excluded from the calculation of diluted loss per share for the periods presented because the result would have been anti-dilutive:

 

 

  Six Months Ended
June 30,
 
  

2015

  

2014

 
Number of anti-dilutive stock options   986,447    765,844 
Weighted average exercise price  $2.41   $4.92 

 

7. INTANGIBLE ASSETS AND GOODWILL

 

Amortized Intangible Assets

 

The following table sets forth the intangible assets that are subject to amortization, including the related accumulated amortization:

 

   June 30, 2015 
   Cost   Accumulated
Amortization
   Net Carrying
Value
 
Website development costs  $62   $(16)  $46 
Copyrights and trademarks   21    (5)   16 
Total  $83   $(21)  $62 

 

   December 31, 2014 
   Cost   Accumulated
Amortization
   Net Carrying
Value
 
Website development costs  $42   $(7)  $35 
Copyrights and trademarks   19    (2)   17 
Total  $61   $(9)  $52 

 

 9 
 

 

The Company amortizes intangible assets that are subject to amortization on a straight-line basis over their expected useful lives. The Company amortizes website development costs and copyrights and trademarks over three years. Amortization for expense related to intangible assets subject to amortization was $7 and $1 for the three months ended June 30, 2015 and 2014, respectively. Amortization for expense related to intangible assets subject to amortization was $13 and $2 for the six months ended June 30, 2015 and 2014, respectively.

 

Estimated annual amortization expense for the next four years, including the remainder of 2015, is expected to be as follows:

 

Years Ending December 31:      
2015   $ 13  
2016     26  
2017     22  
2018     1  
    $ 62  

 

Unamortized Intangible Assets

 

The following table sets forth the intangible assets that are not subject to amortization:

 

  June 30,
2015
   December 31,
2014
 
Domain names  $5   $5 

 

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following:

 

   June 30,
2015
   December 31,
2014
 
Deferred rent  $495   $539 
Customer overpayments   65    64 
Accrued professional fees   42    88 
Accrued property and capital taxes   42    44 
Accruals related to trade shows   37    49 
Other   126    118 
Total  $807   $902 

 

9. DEBT

 

Meckler Debt. The Company had two promissory note agreements with its Chief Executive Officer, Alan M. Meckler, which were amended from time to time, the latest being on November 13, 2013, (the “Restated Note”).

 

To induce Mr. Meckler to enter into the Restated Note, the Company issued to Mr. Meckler on November 14, 2013 a warrant for 301,124 shares of the Company’s common stock. The warrant is exercisable at any time on or after November 14, 2013 until the close of business on November 13, 2018. The Company recorded a discount on the Restated Note based on the value of the warrant as of the date of issuance, which was $455. The discount is being amortized over the life of the Restated Note. The warrant terminated upon the sale of the Mediabistro assets.

 

In the event of change of control, Mr. Meckler may elect to make the remaining principal balance and all accrued and unpaid interest due and payable concurrently with the closing of the change of control event. Mr. Meckler waived his right to require the Company to repay the Restated Note in respect of the sale of the Mediabistro assets.

 

On April 25, 2014, the Company entered into a 3rd Restated Note Agreement with Mr. Meckler that increased the principal amount of the Restated Note to $9,700. Additionally, Mr. Meckler agreed to lend the Company up to an additional aggregate principal amount of $100 in one or more advances. All other terms of the promissory notes remained unchanged.

 

Following the sale of the Mediabistro assets, Mecklermedia Corporation repaid $4,000 of the debt to Mr. Meckler.

 10 
 

 

In November 2014, the Company and Mr. Meckler entered into a loan forgiveness and release agreement. Pursuant to the agreement, Mr. Meckler forgave in full his loan to the Company under the Second Amended and Restated Promissory Note, dated as of November 15, 2013 (as amended, restated, modified and supplemented), the balance of which was $5,695. Mr. Meckler also released all security interests in the Company’s assets and properties that the Company previously granted to Mr. Meckler to secure the loan. In addition, Mr. Meckler released the Company, and the Company released Mr. Meckler, from all claims arising out of the loan. The Company accounted for the transaction in accordance with ASC 470-50-40 by recording it as an equity transaction since Mr. Meckler is a related party. The unamortized debt issuance costs of $153 and the unamortized loan discount of $258 together with the loan balance of $5,695 increased additional paid in capital of the Company’s consolidated balance sheet by $5,284.

 

Interest expense on the Restated Notes was $126 and $247 during the three and six months ended June 30, 2014.

 

Drew Lane Holdings, LLC Debt. In March 2015, the Company and its wholly owned subsidiaries entered into a Secured Promissory Note and a Security Agreement (the “Promissory Note”), with Drew Lane Holdings, LLC, a Delaware limited liability company. Pursuant to the promissory note, Drew Lane Holdings, LLC agreed to lend the Company up to $500 in one or more advances. Interest accrues on the outstanding amount of all advances at an annual rate of 8.00%. Interest only is due and payable on the last day of each month beginning April 30, 2015, and continuing on the last day of each month thereafter; and one final installment of all unpaid principal and all accrued but unpaid interest will be due and payable on March 31, 2018. The Company may prepay the note without prepayment penalty or premium.

 

The note will immediately become due and payable at the option of Drew Lane Holdings, LLC, upon the occurrence of an event of default, including the failure to pay any amount payable under the note, an uncured failure to observe or perform any of the provisions under the note, the Company’s uncured default in the performance of its obligations under the Security Agreement, or specified events in respect of the Company’s dissolution, liquidation, or bankruptcy.

 

In connection with the promissory note, the Company and its subsidiaries granted Drew Lane Holdings, LLC a security interest in the Company’s assets.

 

As of June 30, 2015, the Company drew down the full $500 of this note. Interest expense on the Promissory Note was $6 for both the three and six months ended June 30, 2015. In July 2015, the Company amended the Promissory Note to increase the outstanding principal amount of the Note by $250 to $750. Please see note 12 for more information.

 

10. INCOME TAXES  

 

The Company recorded a provision for income taxes of $3 during the three and six months ended June 30, 2015. The Company recorded a provision for income taxes of $10 and $20 during the three months and six months ended June 30, 2014, respectively. 

 

Based on current projections, management believes that it is more likely than not that Mecklermedia will have insufficient taxable income to allow recognition of its deferred tax assets. Accordingly, a valuation allowance has been established against deferred tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, an additional tax provision will be incurred as the assets are amortized.

 

At June 30, 2015, Mecklermedia has deferred income tax assets associated with federal and state net operating loss carryforwards of approximately $29,000. Federal net operating loss carryforwards of approximately $24,000 expire between 2024 and 2033. State net operating loss carryforwards of approximately $5,000 expire between 2017 and 2023.

 

The total amount of unrecognized tax benefits was $61 as of June 30, 2015 and December 31, 2014, all of which would affect the effective tax rate, if recognized, as of June 30, 2015.

 

11. COMMITMENTS AND CONTINGENCIES

 

Mecklermedia is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to active legal proceedings will not materially affect the financial statements of Mecklermedia.

 11 
 

 

12. SUBSEQUENT EVENT

 

The Company has evaluated events and transactions subsequent to June 30, 2015 through the date the consolidated financial statements were included in this Form 10-Q and filed with the SEC.

 

On July 8, 2015, the Company and its wholly owned subsidiaries entered into a Note Modification Agreement with Drew Lane Holdings, LLC. Pursuant to the agreement, the parties amended the Secured Promissory Note issued on March 18, 2015 to (i) increase the outstanding principal amount of the Note by $250 to $750 and (ii) provide that 70% of any disbursements of escrow property pursuant to the Escrow Agreement dated as of August 15, 2014, by and among Mecklermedia Corporation, PGM-MB Holdings, LLC and Deutsche Bank Trust Company Americas shall be paid to Drew Lane Holdings, LLC for application against all unpaid principal and accrued but unpaid interest. However, the maximum aggregate payments required to be made will not exceed 70% of the outstanding principal and accrued and unpaid interest of the Secured Promissory Note when the first such repayment is made. All other terms of the note remain unchanged.

 

On July 31, 2015, in order to reduce expenses, the Company abandoned its lease in New York City, and began renting at a new, smaller location in New York City.  The abandoned lease had a term expiring in January 2019.  In connection with this abandonment, the landlord could make claims against the Company, including for rent or damages.   The Company believes the exposure could equal the present value of minimum lease payments through January 2019, the expiration date of the lease, and could exceed that amount depending on what claims, if any, the landlord makes against it. If any claims are made against the Company, it intends to vigorously defend its position. 

 

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

 

The following discussion should be read in conjunction with our unaudited consolidated condensed financial statements and the accompanying notes that appear elsewhere in this filing. Statements in this Form 10-Q that are not historical facts are “forward-looking statements” under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described. The potential risks and uncertainties address a variety of subjects including, for example: general economic conditions; the competitive environment in which Mecklermedia competes; the unpredictability of Mecklermedia’s future revenues, expenses, cash flows and stock price: Mecklermedia’s need for additional capital; Mecklermedia’s ability to continue as a going concern; Mecklermedia’s dependence on a limited number of event sponsors and exhibitors; Mecklermedia’s ability to maintain its listing on the OTCQX Stock Market; and Mecklermedia’s ability to protect its intellectual property. For a more detailed discussion of these risks and uncertainties, refer to Mecklermedia’s other reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this Form 10-Q, and we are under no obligation to update the forward-looking statements after the date hereof, except as required by law.

 

Overview

 

Mecklermedia Corporation, (f/k/a Mediabistro Inc.) is a leading producer of global trade shows and online publications covering 3D printing, Bitcoin/Blockchain and service robots. We produced seven trade shows worldwide in the three months ended June 30, 2015 and 12 trade shows worldwide in the six months ended June 30, 2015. We produced 23 trade shows worldwide in 2014. The Mecklermedia news site and newsletters provide up-to-date coverage on emerging industries to help drive business forward.

 

Our trade shows include Inside 3D Printing Conference & Expo, Inside Bitcoins, and RoboUniverse Conference and Expo. In addition, we also provide original and in-depth daily coverage of the latest developments in 3D printing and additive manufacturing updates on the bitcoin payment industry and information on service robots.

 

We generate our revenues from attendee registration fees to our trade shows and exhibition space fees and vendor sponsorships to our trade shows. There might be quarterly fluctuations in our revenues as trade shows held in one period in the current year might be held in a different period in future years.

  

The principal costs of our business relate to payroll and benefits costs for our personnel; facilities and equipment; and venue, speaker and advertising expenses for our trade shows.

 

On August 15, 2014, we completed the sale of Mediabistro to PGM-MB Holdings, LLC (“PGM-MB”). The Mediabistro business provided online publishing of editorial content, e-commerce offerings, an online job board, online education and certificate programs for social media, traditional media and creative professionals and bundled subscription services of the foregoing. For more detail and a copy of the asset purchase agreement, see the Company’s Current Report on Form 8-K dated July 2, 2014.

 

The following disclosures describe our business as of June 30, 2015 and reflect the Mediabistro sale as a discontinued operation.

 

Results of Operations

 

Revenues

   

Revenues from continuing operations were $1,157,000 for the three months ended June 30, 2015, and $1,413,000 for the three months ended June 30, 2014, representing a decrease of 18%. We ran seven shows in each quarter. The revenue decrease is due to the decrease in attendee revenue at our Inside Bitcoin trade shows and due to the fact that the Inside3DPrinting trade show in Brazil was run in the first quarter of 2015 whereas last year it was run in the second quarter of 2014. Revenue decreases in these areas were slightly offset by our first RoboUniverse Conference and Expo trade shows in the second quarter of 2015 in both New York and Seoul, Korea. Revenue from barter agreements, agreements in which we exchange exhibit space and conference passes for advertising in the other party’s media, also decreased $74,000 for the three months ended June 30, 2015 from the three months ended June 30, 2014.

 

Revenues from continuing operations were $1,820,000 for the six months ended June 30, 2015, and $2,161,000 for the for the six months ended June 30, 2014, representing a decrease of 16%. We ran 12 trade shows during the six months ended June 30, 2015 and ten trade shows during the six months ended June 30, 2014. Although we ran more trade shows in the first six months of 2015 than 2014, the decrease in revenues is due to the fact that we did not run the AllFacebook Marketing Munich in the first six months of 2015 as we did in the first six months of 2014. We sold the right to this show in the fourth quarter of 2014 and therefore will not be offering it again.

 

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The following table sets forth, for the periods indicated, a year-over-year comparison of our revenues by components (dollars in thousands):

 

 

   Three Months
 Ended
June 30,
   2015 vs. 2014   Six Months Ended
June 30,
   2015 vs. 2014 
   2015   2014   $   %   2015   2014   $   % 
Event sponsors and exhibitors  $696   $769   $(73)   (9)%  $1,100   $938   $162    17%
Event attendees   415    531    (116)   (22)%   647    1,108    (461)   (42)%
Other   46    113    (67)   (59)%   73    115    (42)   (37)%
Total  $1,157   $1,413   $(256)   (18)%  $1,820   $2,161   $(341)   (16)%

 

Cost of revenues

 

Cost of revenues from continuing operations primarily consists of payroll and benefits costs for trade show staff, trade show operations and technology consulting. Cost of revenues excludes depreciation and amortization. Cost of revenues from continuing operations was $1,170,000 and $1,358,000 for the three months ended June 30, 2015 and June 30, 2014, respectively, representing a decrease of 14%. This change was primarily due to a decrease in our trade show-related costs of $192,000, mostly due to reduced venue costs as we consolidated two shows into one venue for both our New York and Seoul Korea shows and we did not run the Inside3DPrinting Brazil show in the second quarter of 2015 as we did in the second quarter of 2014. This show was run in the first quarter of 2015.

 

Cost of revenues from continuing operations was $2,251,000 and $2,029,000 for the six months ended June 30, 2015 and June 30, 2014, respectively, representing an increase of 11%. This change was primarily due to an increase in employee-related costs of $96,000 and trade show-related costs of $90,000. We ran 12 trade shows during the six months ended June 30, 2015 and ten trade shows during the six months ended June 30, 2014. We did not run the AllFacebook Marketing Munich in the first six months of 2015 as we did in the first six months of 2014. We sold the right to this show in the fourth quarter of 2014 and therefore will not be offering it again.

 

  We intend to make investments through internal development and continue to expand our trade show offerings. We might need to increase our spending in order to create additional content related to new topics and trade shows or offerings, such as for our RoboUniverse shows that we are offering for the first time in 2015.

 

Advertising, promotion and selling

 

Advertising, promotion and selling expenses primarily consist of payroll and benefits costs for sales and marketing personnel, sales commissions and promotion costs. Advertising, promotion and selling expenses from continuing operations were $404,000 for the three months ended June 30, 2015 and $506,000 for the three months ended June 30, 2014, representing a decrease of 20%. The decrease is primarily due to a decrease in barter related expense of $74,000 and event-related promotions offset by an increase in employee and external sales agents.

 

Advertising, promotion and selling expenses from continuing operations were $795,000 for the six months ended June 30, 2015 and $658,000 for the six months ended June 30, 2014, representing an increase of 21%. This increase was due primarily to an increase in employee-related costs of $114,000 in the six months ended June 30, 2015 compared to the six months ended June 30, 2014 as we increased our exhibitor and sponsorship sales staff to support our revenue increases in event sponsors and exhibitors.

 

General and administrative

 

General and administrative expenses consist primarily of payroll and benefits costs for administrative personnel, office-related costs and professional fees. General and administrative expenses from continuing operations were $363,000 for the three months ended June 30, 2015 and $1,051,000 for the three months ended June 30, 2014, representing a decrease of 65%. This change was primarily due to a decrease in our employee-related costs of $200,000 and $302,000 in transaction-related costs directly connected the sale of our Mediabistro business in the third quarter of 2014.

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General and administrative expenses from continuing operations were $770,000 for the six months ended June 30, 2015 and $1,977,000 for the six months ended June 30, 2014, representing a decrease of 61%. This change was primarily due to a decrease in our employee-related costs of $506,000 and $302,000 in transaction-related costs directly connected the sale of our Mediabistro business in the third quarter of 2014.

 

Depreciation and amortization

 

Depreciation expense from continuing operations was $17,000 and $19,000 for the three months ended June 30, 2015 and 2014, respectively, representing a decrease of 11%.  Amortization expense from continuing operations was $7,000 and $1,000 for the three months ended June 30, 2015 and 2014, respectively.

 

Depreciation expense from continuing operations was $34,000 and $40,000 for the six months ended June 30, 2015 and 2014, respectively, representing a decrease of 15%.  Amortization expense from continuing operations was $13,000 and $2,000 for the three months ended June 30, 2015 and 2014, respectively. This increase is due to additional costs related the development of our website.

 

Our depreciation and amortization expenses might vary in future periods based upon a change in our capital expenditure levels or any future acquisitions.

 

Other income (loss), net

 

Other loss, net of $22,000 and $95,000 from continuing operations for the three months and six months ended June 30, 2015, respectively, was primarily related to equity investment loss in 3D PrintingIndustry.com and foreign currency and digital currency transactions losses. Other income of $28,000 from continuing operations for the three months ended June 30, 2014 was primarily due to digital currency transaction gains. Other loss, net of $105,000 from continuing operations for the six months ended June 30, 2014 was primarily related to the write off of certain intangible assets and digital currency transaction losses.

 

Interest expense

 

Interest expense during the three months and six months ended June 30, 2015 were $6,000 and $6,000, respectively and related primarily to costs associated with our loans under a promissory note with Drew Lane Holdings, LLC. Interest expense of $132,000 and $259,000 for the six months ended June 30, 2014, respectively, relate primarily to costs associated with our loans from a related party. This loan was forgiven in November 2014 and we did not incur any interest expense related to it in the three or six months ended June 30, 2015. See “Related Party Transactions” and “Debt” for a description of the loans and Restated Note.

 

Provision for income taxes 

 

We recorded an income tax expense of $3,000 and $10,000 for the three months ended June 30, 2015 and 2014, respectively. We recorded income tax expense of $3,000 and $20,000 for the six months ended June 30, 2015 and 2014, respectively.

 

Based on current projections, management believes that it is more likely than not that we will have insufficient taxable income to allow recognition of our deferred tax assets primarily resulting from our federal and state net operating losses. Accordingly, we established a valuation allowance against deferred income tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, an additional tax provision will be incurred as the assets are amortized.

 

The total amount of unrecognized tax benefits was $61,000 as of June 30, 2015 and December 31, 2014, all of which would affect the effective tax rate, if recognized, as of June 30, 2015.

 

 15 
 

 

Liquidity and Capital Resources

 

The following table sets forth, for the periods indicated, a year-over-year comparison of the key components of our liquidity and capital resources (dollars in thousands):

 

   Three Months Ended June 30,   2015 vs. 2014 
   2015   2014   $   % 
Operating cash flows  $(1,309)  $(1,529)  $220    (14)%
Investing cash flows  $467   $71   $396    558%
Financing cash flows  $500   $600   $(100)   (17)%

 

   As of   2015 vs. 2014 
   June 30,
2015
   December 31,
 2014
   $   % 
Cash and cash equivalents  $207   $549   $(342)   (62%)
Working capital  $11   $1,320   $(1,309)   (99%)
Debt  $500   $   $500    na 

 

Since inception, we have funded operations through various means, including public offerings of our common stock, the sales of certain of our businesses, including our Mediabistro assets and AppData assets in 2014, loans, including from related parties, as well as credit agreements and cash flows from operating activities.

 

Operating activities. Cash used in operating activities decreased during the six months ended June 30, 2015 compared to the same period of 2014 due primarily to decreased losses from continuing operations.

 

Investing activities. The amounts of cash provided by or used in investing activities vary in correlation to the number and cost of the acquisitions we complete or sales of assets we undertake. Net cash provided by investing activities during the six months ended June 30, 2015, related primarily to the release of escrow funds from the sale of our Mediabistro assets. Net cash provided by investing activities during the six months ended June 30, 2014 related primarily to the sale of the Appdata assets in May 2014.

 

Financing activities. Cash provided by financing activities during the six months ended June 30, 2015 related to proceeds from our Promissory Note with Drew Lane Holdings, LLC. Cash provided by financing activities for the six months ended June 30, 2014 was related to borrowings from a related party. See “Related Party Transactions” below.

 

We have incurred losses and negative cash flows from operations in recent quarters and expect to continue to incur operating losses until revenues from all sources reach a level sufficient to support our on-going operations, if ever. Our liquidity will largely be determined by our ability to raise capital from debt, equity, or other forms of financing, by the success of our product offerings, by developing additional product offerings, and/or by reducing expenses associated with operations.

 

In the absence of a sufficient increase in revenues, we will need to do one or more of the following in the next 12 months to meet our planned level of expenditures: (a) raise additional capital; (b) reduce spending on operations; or (c) restructure our operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by our needs and our view toward our overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to our stockholders or our business.

 

We have incurred losses and negative cash flows from operations in recent quarters and expect to continue to incur operating losses for the remainder of 2015 and into the first half of 2016. In the absence of a sufficient increase in revenues, we will need to do one or more of the following in the next six months to meet our planned level of expenditures: (a) raise additional capital through outside investors; (b) reduce spending on operations; or (c) restructure our operations. A capital raise could take any number of forms including but not limited to: additional debt, additional equity, asset sales, or other forms of financing as dictated by our needs and our view toward our overall capital structure. However, additional financing might not be available on acceptable terms, if at all, and such financing might only be available on terms dilutive or otherwise detrimental to our stockholders or our business. The ability for us to obtain such additional financing and to achieve our operating goals is uncertain. In the event we do not obtain additional capital or are not able to increase cash flow through our operations, there is substantial doubt as to our ability to continue as a going concern.

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On July 31, 2015, in order to reduce expenses, we abandoned our lease in New York City, and began renting at a new, smaller location in New York City.  The abandoned lease had a term expiring in January 2019.  In connection with this abandonment, the landlord could make claims against us, including for rent or damages.   We believe the exposure could equal the present value of minimum lease payments through January 2019, the expiration date of the lease, and could exceed that amount depending on what claims, if any, the landlord makes against us. If any claims are made against us, we intend to vigorously defend our position. 

 

Off-Balance Sheet Arrangements

 

We have not entered into off-balance sheet arrangements or issued guarantees to third parties.

 

Related Party Transactions

 

We have entered into two promissory note agreements with our Chief Executive Officer, Alan M. Meckler, which were amended from time to time, the latest on November 15, 2013 (the “Restated Note”).

 

To induce Mr. Meckler to enter into the Restated Note, we issued to Mr. Meckler on November 14, 2013, a warrant for 301,124 shares of the Company’s common stock. The warrant is exercisable at any time on or after November 14, 2013 until the close of business on November 13, 2018. We recorded a discount on the Restated Note based on the value of the warrants as of the date of issuance, which was $455,000. The discount is being amortized over the life of the Restated Note. The warrant terminated upon the sale of the Mediabistro assets.

 

In the event of change of control, Mr. Meckler may elect to make the remaining principal balance and all accrued and unpaid interest due and payable concurrently with the closing of the change of control event. Mr. Meckler waived his right to require the repayment of the Restated Note in respect of the sale of the Mediabistro assets.

 

On April 25, 2014, March 19, 2014 and July 1, 2014 we entered into Restated Note Agreements with Mr. Meckler that increased the principal amount of the Restated Note to $9.7 million. Additionally, Mr. Meckler agreed to lend us up to an additional aggregate principal amount of $100,000 in one or more advances. All other terms of the promissory notes remained unchanged.

 

Following the sale of the Mediabistro assets, we repaid $4.0 million of the debt to Mr. Meckler.

 

On November 14, 2014, we and Mr. Meckler, entered into a loan forgiveness and release agreement. Pursuant to the agreement, Mr. Meckler forgave in full his loan under the Second Amended and Restated Promissory Note, dated as of November 15, 2013 (as amended, restated, modified and supplemented), the balance of which was $5,695,000. Mr. Meckler also released all security interests in our assets and properties that we previously granted to Mr. Meckler to secure the loan. In addition, Mr. Meckler released us, and we released Mr. Meckler, from all claims arising out of the loan. We accounted for the transaction in accordance with ASC 470-50-40 by recording this as an equity transaction since Mr. Meckler is a shareholder. The unamortized debt issuance costs of $153,000 and the unamortized loan discount of $258,000 together with the loan balance of $5,695,000 increased additional paid in capital of the Company’s consolidated balance sheet by $5,284,000.

 

Interest expense on the Restated Notes were $126,000 and $247,000 during the three and six months ended June 30, 2014, respectively. Interest expense for the Restated Notes were $0 for the three and six months ended June 30, 2015.

 

Recent Accounting Pronouncements

 

We are required to adopt certain new accounting pronouncements. See note 2 to the consolidated condensed financial statements included in Item 1 of this Form 10-Q.

 

Critical Accounting Policies

 

There have been no changes to our critical accounting policies from those included in our most recent Form 10-K for the year ended December 31, 2014.

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Item 3. Quantitative & Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” under Item 10 of Regulation S-K, we are not required to provide the information under this item. 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures. The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) under the supervision and with the participation of its management including the Company’s Chief Executive Officer (“CEO”) who serves as the Company’s principal executive and financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Disclosure controls and procedures are designed only to provide reasonable assurance that (i) information required to be disclosed in an issuer’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC rules and forms and (ii) information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

 

As a result of this evaluation, the CEO concluded that the Company’s disclosure controls and procedures are effective to provide the reasonable assurance discussed above.

 

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014, with the exception of the following additional risk factor:

 

We might be subject to claims in respect of our abandonment of our New York Lease.

On July 31, 2015, we abandoned our office space in New York City under a lease that terminates in January 2019.  In connection with this abandonment, the landlord might makes claims against us, including for rent or damages.  Any liability for rent or damages could have a material adverse impact on our business and results of operations.  Additionally, any litigation related to such claims could be costly and distract our management from operating our business.  If any claims are made against us, we intend to vigorously defend our position. 

  

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

 

None.

 

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Item 6. Exhibits

 

The following is a list of exhibits filed as part of this Report on Form 10-Q.

 

Exhibit Number Description
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS XBRL Instance Document
   
101.SCH XBRL Schema Document
   
101.CAL XBRL Calculations Linkbase Document
   
101.DEF XBRL Definitions Linkbase Document
   
101.LAB XBRL Label Linkbase Document
   
101.LAB  XBRL Presentations Linkbase Document

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Mecklermedia Corporation  
       
       
August 12, 2015 By: /s/ Alan M. Meckler  
  Name: Alan M. Meckler  
  Title:

Chairman and Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

 
       

 

 

 

 

 

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