<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission File Number 0-21989
Medialink Worldwide Incorporated
(Exact name of registrant as specified in its charter)
Delaware 52-1481284
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
708 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 682-8300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on August 14, 1997:
Common Stock - 5,151,665
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements 3
Condensed Consolidated Balance Sheets as of June 30, 1997
and December 31, 1996 3
Condensed Consolidated Statements of Operations
for the six months ended June 30, 1997 and 1996 4
Condensed Consolidated Statements of Operations
for the three months ended June 30, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 11
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 508,047 $ 675,469
Short-term investments 11,677,220 --
Accounts receivable - net 6,123,885 4,317,177
Short-term loan receivable 300,000 --
Prepaid expenses and other current assets 662,871 131,703
Deferred tax assets - current portion 84,302 84,302
------------- ---------------
Total current assets 19,356,325 5,208,651
------------- ---------------
Property and equipment - net 1,192,158 911,318
Due from officers -- 7,000
Goodwill, net of amortization 630,080 646,668
Customer list, net of amortization 3,651,717 --
Deferred tax assets 55,088 55,088
Other intangible assets 550,296 285,332
Deferred offering costs -- 908,767
Other assets 96,622 98,992
------------- ---------------
Total assets $25,532,286 $ 8,121,816
============= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of obligations under capital leases $ 11,699 $ 11,699
Current portion of long-term debt 38,193 47,143
Current portion of obligations under covenants not to compete 58,031 70,000
Accounts payable 2,148,956 1,964,250
Accrued expenses 1,731,369 1,969,631
Income taxes payable 562,096 87,381
------------- ---------------
Total current liabilities 4,550,344 4,150,104
Obligations under covenants not to compete, excluding current portion 238,404 236,977
Deferred rent payable 29,867 55,418
Obligation under capital leases, excluding current portion 21,967 27,817
Long-term debt, excluding current portion 264,549 273,950
------------- ---------------
Total liabilities 5,105,131 4,744,266
------------- ---------------
Stockholders' Equity:
Series A 10% cumulative convertible preferred stock. -- 983,126
Series B 10% cumulative convertible preferred stock. -- 641,500
Series C 10% cumulative convertible preferred stock. -- 1,730,107
Common stock. Authorized 15,000,000 shares; issued and outstanding
5,129,670 and 936,264 shares in 1997 and 1996, respectively 51,297 9,363
Additional paid-in capital 19,822,919 520,165
Retained earnings (accumulated deficit) 611,772 (446,254)
Equity adjustment for foreign currency translation (58,834) (60,457)
------------- ---------------
Total stockholders' equity 20,427,154 3,377,550
------------- ---------------
Total liabilities and stockholders' equity $25,532,285 $8,121,816
============= ===============
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30, 1997 and 1996
1997 1996
---- ----
(Unaudited) (Unaudited)
Revenues $11,062,543 $7,431,267
Direct costs 4,218,516 3,208,006
----------- ----------
Gross Profit 6,844,027 4,223,261
General and administrative expense 5,352,346 3,400,109
----------- ----------
Operating income 1,491,681 823,152
Interest and other income, net 216,124 13,188
----------- ----------
Income before income taxes 1,707,805 836,340
Income tax expense 649,781 341,070
----------- ----------
Net income $ 1,058,024 $ 495,270
=========== ==========
Net income applicable to common stock $1,031,370 $ 327,534
========== ==========
Pro forma net income per common
and common equivalent share $0.21 $0.14
===== =====
See notes to condensed consolidated financial statements
4
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 1997 and 1996
1997 1996
---- ----
(Unaudited) (Unaudited)
Revenues $6,639,815 $4,102,068
Direct costs 2,529,971 1,768,712
---------- ----------
Gross Profit 4,109,844 2,333,356
General and administrative expense 3,064,979 1,832,930
---------- ----------
Operating income 1,044,865 500,426
Interest and other income, net 149,174 6,272
---------- ----------
Income before income taxes 1,194,039 506,698
Income tax expense 465,016 206,575
---------- ----------
Net income $ 729,023 $ 300,023
========== ==========
Net income applicable to common stock $ 702,369 $ 216,145
========== ==========
Pro forma net income per common
and common equivalent share $0.13 $0.09
===== =====
See notes to condensed consolidated financial statements
5
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,058,024 $ 495,270
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 236,936 86,815
Provision for bad debts 41,208 56,893
Equity adjustment for foreign currency translation 1,623 1,056
Deferred income taxes -- 271,506
Deferred rent payable (25,551) (29,569)
Increase in accounts receivable (1,847,916) (1,197,752)
Decrease in due from officers 7,000 --
Decrease in deferred offering costs 908,767 --
Decrease (increase) in other assets 2,370 (15,404)
(Increase) decrease in prepaid expenses and other current assets (531,168) 103,671
(Decrease) increase in accounts payable and accrued expenses (53,556) 641,877
Increase in income taxes payable 474,715 51,104
------------ ------------
Total adjustments (785,572) (29,803)
------------ ------------
Net cash provided by operating activities 272,452 465,467
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in acquisitions (3,837,024) --
Purchase of short-term investments (11,677,220) --
Advances under short-term loan receivable (300,000) --
Additions to property and equipment (247,483) (287,877)
------------ ------------
Net cash used in investing activities (16,061,727) (287,877)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of employee stock options 55,875 8,282
Proceeds from issuance of common stock - net of offering costs 15,600,747 --
Payments under covenants not to compete (10,542) --
Principal payments under capital lease obligations (5,850) --
Repayments of long-term debt (18,351) --
------------ ------------
Net cash provided by financing activities 15,621,879 8,282
------------ ------------
Net (decrease) increase in cash and cash equivalents (167,396) 185,872
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 675,469 306,678
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 508,047 $ 492,550
============ ============
</TABLE>
See notes to condensed consolidated financial statements
6
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of presentation
The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. However, the Company believes that the
disclosures are adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's consolidated financial statements included in its Form 10-K filing for
the year ended December 31, 1996.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
six and three month periods ended June 30, 1997. The results for the six and
three month periods ended June 30, 1997 are not necessarily indicative of the
results expected for the full fiscal year.
(2) Cash and cash equivalents and short-term investments
Cash and cash equivalents consist of cash and investments with original
maturities of three months or less. At June 30, 1997 cash and cash equivalents
consisted principally of various money market accounts and commercial paper.
Their cost approximated their fair market value.
Short-term investments are marketable securities with original maturities
less than or callable within one year. The Company has classified all marketable
debt securities as held to maturity and has accounted for these investments at
amortized cost. At June 30, 1997, short-term investments consisted principally
of tax-free municipal bonds. The fair market value of these debt instruments
approximated the amortized cost.
(3) Acquisition of Corporate TV Group, Inc.
On June 16, 1997 Medialink acquired certain assets of Corporate TV Group,
Inc. The initial purchase price of $4 million was paid $3.67 million in cash
and $333,000 in Medialink common stock. As a result Medialink issued 37,037
shares of its common stock at closing. Earn-out provisions allow for up to an
additional $6.2 million to be paid based upon certain revenue and profitability
targets over the next five years. Assuming the targets are met, the overall
consideration will be in the form of 80 percent cash and 20 percent in Medialink
common stock.
Medialink has accounted for this acquisition as a purchase. The initial
purchase price has been allocated primarily to the value of Corporate TV Group,
Inc. which will be amortized over a period of five years. The information
for the six and three month periods ended June 30, 1997 reflect the operating
results of Corporate TV Group, Inc. from June 16, 1997.
7
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(4) Stockholders' Equity
In July 1996, the Company effected a 1.2 for one stock split. In addition,
the Company restated its Certificate of Incorporation to increase its authorized
capitalization from 5,000,000 shares of common stock, par value $.0l per share
("Common Stock"), to 15,000,000 shares. These changes resulted in an increase in
Common Stock and corresponding decrease in additional paid-in capital. All per
share data and references to numbers of shares have been restated for all
periods presented to reflect these changes.
On February 4, 1997 the Company completed a public offering of 2,000,000
shares of its common stock, at a public offering price of $9 per share (the
"Offering"). The net proceeds of approximately $15,600,000 to the Company from
the Offering will be used for general corporate purposes and acquisitions.
Concurrent with the closing of the initial public offering each share of the
Company's Series A, Series B and Series C cumulative convertible preferred stock
was automatically converted into 2,111,669 shares of Common Stock.
(5) Net income per share
Pro forma net income per common and common equivalent share is calculated
using the weighted average number of shares of Common Stock outstanding during
the period, plus Common Stock issuable pursuant to options granted under the
Stock Option Plan. Stock options granted during the twelve-month period
immediately preceding the initial filing date of the Company's Registration
Statement for its public offering were assumed to be outstanding for all periods
presented. In addition, shares of Common Stock issuable upon the conversion of
all shares of Series A, Series B and Series C Preferred Stock into shares of
Common Stock are included in the calculation as if they were outstanding for all
periods presented. The weighted average number of common and common equivalent
shares outstanding during the six month period ended June 30, 1997 and 1996,
after reflecting a 1.2 for 1 stock split effective July 31, 1996, was 5,115,560
and 3,478,585, respectively, and the weighted average number of common and
common equivalent shares outstanding during the three month period ended June
30, 1997 and 1996, after reflecting a 1.2 for 1 stock split effective July 31,
1996, was 5,442,599 and 3,478,585, respectively.
8
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Six months ended June 30, 1997 compared to six months ended June 30, 1996
Revenues increased by $3.63 million, or 48.9%, from $7.43 million in the six
months ended June 30, 1996 (the "June 1996 Period") to $11.06 million in the six
months ended June 30, 1997 (the "June 1997 Period"), primarily due to increased
sales of distribution services, which increased by $1.59 million, production
services, which increased by $510,000, live broadcast services, which increased
by $980,000 and research services, which increased by $540,000. Included in
distribution and research revenue above is revenue of approximately $1.02
million from Medialink PR Data Corporation ("PR Data"), which acquired the
assets of PR Data Systems, Inc. in July, 1996. In addition, included in
production and live broadcast revenue is $620,000 from Medialink Corporate
Television which acquired certain assets of Corporate TV Group, Inc. on June 16,
1997. In addition to theses acquisitions, Medialink believes that the increased
revenue resulted from the growth of its sales and marketing team and its ability
to provide clients with a broader array of services as part of its four-part
growth strategy.
That strategy includes the development of new services, leveraging
Medialink's existing client base through the cross-marketing of its services,
geographic expansion and growth through acquisitions and strategic alliances. In
the June 1997 Period, Medialink introduced an exclusive Spanish-language radio,
Radio Noticias, for the distribution of audio news releases and radio media
tours. In addition, Medialink signed an exclusive agreement with ABC Radio for
the transmission of text advisories of Medialink radio projects to more than
1,000 radio newsrooms via the ABC Radio Newswire.
Direct costs grew by $1.01 million, or 31.5%, from $3.21 million in the June
1996 Period to $4.22 million in the June 1997 Period. Direct costs as a
percentage of revenue decreased from 43.2% of revenue for the June 1996 Period
to 38.1% for the June 1997 Period mainly as a result of improved margins on
Medialink's distribution and production services.
General and administrative expenses increased by $1.95 million or 57.4%, from
$3.40 million in the June 1996 Period to $5.35 million in the June 1997 Period.
General and administrative expenses as a percentage of revenues increased from
45.8% for the June 1996 Period to 48.4% for the June 1997 Period. Salary-related
costs increased by $1.49 million in the June 1997 Period, $600,000 of which was
a result of the acquisition of PR Data Systems, Inc. in July, 1996. The balance
of the increase was primarily due to the growth of Medialink's sales and
operations staff in response to increased demand for its services.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued
Depreciation and amortization expense, which is included in general and
administrative expenses, increased by $150,000 or 172.9%, from $87,000 in
the June 1996 Period to $230,000 in the June 1997 Period. The increase was
primarily due to amortization expense arising from the acquisitions of PR Data
Systems, Inc. in July, 1996 and Corporate TV Group, Inc. in June, 1997.
As a result of the foregoing, operating income increased by $670,000, or
81.4%, from $820,000 for the June 1996 Period to $1.49 million for the June
1997 Period. As a percentage of revenue, operating income for the June 1997
Period was 13.5% as compared with 11.1% for the June 1996 Period.
Interest and other income net of interest expense increased by $200,000
from $13,000 for the June 1996 Period to $210,000 for the June 1997 Period.
Of this increase, $230,000 resulted from the investment of the net proceeds
of $15.6 million from Medialink's initial public offering which was completed in
February 1997, after underwriting discounts and offering costs. The proceeds are
invested in short-term investments and money-market funds. In addition,
Medialink incurred $44,000 of interest expense during the June 1997 Period as
a result of obligations incurred as part of the PR Data acquisition.
Income tax expense was calculated using Medialink's effective tax rates of
38.0% for the June 1997 Period and 40.8% for the June 1996 Period. The decrease
in the rate reflects the investment of the net proceeds of Medialink's initial
public offering in tax-free municipal securities and other changes in state and
local taxes as a result of differences in income earned in certain
jurisdictions.
Net income increased by $560,000 or 113.7%, from $500,000 for the June 1996
Period to $1.06 million for the June 1997 Period. Pro forma net income per
common and common share equivalent increased from $0.14 per share for the June
1996 Period to $0.21 per share for the June 1997 Period.
LIQUIDITY AND CAPITAL RESOURCES
Medialink has financed its operations primarily through cash generated from
operations. Cash flow from operating activities amounted to $270,000 for the
June 1997 Period and $470,000 for the June 1996 Period. Capital expenditures
which are primarily incurred to support Medialink's sales and operations were
$250,000 for the June 1997 Period and $290,000 for the June 1996 Period.
Medialink has no capital expenditure plans other than in the ordinary course of
business.
In June, 1997 Medialink acquired certain assets of Corporate TV Group, Inc.
The initial purchase price of $4 million was paid $3.67 million in cash and
$330,000 in Medialink common stock. Earn-out provisions allow for up to an
additional $6.2 million to be paid based upon certain revenue and profitability
targets over the next five years. Assuming the targets are met, the overall
consideration will be in the form of 80 percent cash and 20 percent in Medialink
common stock.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - continued
As at June 30, 1997 Medialink had $12.19 million in cash and short-term
investments as compared with $675,000 as December 31, 1996. The growth in cash
and short-term investments arose primarily because of the net proceeds of $15.6
million from Medialink's initial public offering, less the costs of the
acquisition of Corporate TV Group, Inc. As at June 30, 1997, long-term debt and
commitments under covenants not to compete were $310,000 and $310,000,
respectively, and capital lease commitments were $36,000.
Medialink believes that it has sufficient capital resources and cash flow
from operations to fund its net cash needs for at least the next twelve months.
With the exception of the historical information contained in this Form 10-Q,
the matters described herein contain forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve various risks and may cause actual
results to differ materially. These risks include, but are not limited to, the
ability of Medialink to grow internally or by acquisition, and to integrate
acquired businesses, changing industry and competitive conditions, and other
risks outside the control of Medialink referred to in its registration statement
and periodic reports filed with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 27 - Financial Data Schedule
(b) Report on Form 8-K: A Form 8-K was filed on July 15, 1997 in
connection with the acquisition of Corporate TV Group, Inc. by
the Registrant.
11
<PAGE>
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.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/ LAURENCE MOSKOWITZ
Laurence Moskowitz,
Chairman of the Board, Chief Executive Officer and President
By: /s/ J. GRAEME MCWHIRTER
J. Graeme McWhirter
Executive Vice President, Assistant Secretary and
Chief Financial Officer
Dated: August 14, 1997
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS IN FORM 10-Q FOR MEDIALINK WORLDWIDE INCORPORATED FOR THE
PERIOD ENDED JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 12,185,267
<SECURITIES> 0
<RECEIVABLES> 6,327,984
<ALLOWANCES> 204,099
<INVENTORY> 0
<CURRENT-ASSETS> 19,356,325
<PP&E> 1,966,795
<DEPRECIATION> 774,637
<TOTAL-ASSETS> 25,532,286
<CURRENT-LIABILITIES> 4,550,344
<BONDS> 0
0
0
<COMMON> 51,297
<OTHER-SE> 20,375,857
<TOTAL-LIABILITY-AND-EQUITY> 25,532,286
<SALES> 6,639,815
<TOTAL-REVENUES> 6,639,815
<CGS> 2,529,971
<TOTAL-COSTS> 2,529,971
<OTHER-EXPENSES> 3,064,979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,512
<INCOME-PRETAX> 1,194,039
<INCOME-TAX> 465,016
<INCOME-CONTINUING> 729,023
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 729,023
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0
</TABLE>
