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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report : August 28, 1997
MEDIALINK WORLDWIDE INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware
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(State of Incorporation)
0-21989
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(Commission File Number)
52-1481284
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(IRS Employer Identification Number)
708 Third Avenue, New York, New York 10017
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(Address of principal executive offices)
212-682-8300
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(Registrant's Telephone Number, including area code)
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ITEM 7. Financial Statements and Exhibits.
(a) Pro Forma Financial Information.
(i) Unaudited Condensed Consolidated Pro Forma Statement
of Operations for Fiscal Year Ended December 31, 1996
(ii) Unaudited Condensed Consolidated Pro Forma Statement
of Operations for Six Months Ended June 30, 1997
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PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined statement of operations data
for the fiscal year ended December 31, 1996 and the six months ended June 30,
1997 are presented to give effect to the acquisition of Corporate Television
Group, Inc. ("CTV") which was consummated in June 1997, as if such events had
occurred at the beginning of each period.
The purchase price of CTV was determined based upon arms-length
negotiations between the Company and the seller. The purchase price for the
acquisition has been allocated primarily to the customer list and other
intangibles.
In the opinion of management, all adjustments necessary to present
fairly this pro forma information have been made.
The pro forma condensed combined financial statements should be read in
conjunction with the Company's consolidated financial statements and the notes
thereto as of and for the fiscal year ended December 31, 1996 and the six months
ended June 30, 1997. The pro forma information is not necessarily indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of the Company's future results.
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MEDIALINK WORLDWIDE INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Year Ended December 31, 1996
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<TABLE>
<CAPTION>
Medialink CTV Pro Forma
Historical Historical Adjustments Pro Forma
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $15,831,023 6,509,107 $0 $22,340,130
Direct costs 6,382,882 3,394,536 (1,184,000)(1) 8,593,418
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Gross Profit 9,448,141 3,114,571 1,184,000 13,746,712
General and Administrative Expenses 7,952,878 2,241,456 777,010(2) 10,971,344
-------------------------------------------------------------
Operating Income 1,495,263 873,115 406,990 2,775,368
Other Income (Expense)
Interest Expense (29,403) 0 0 (29,403)
Interest and Other Income 22,501 110,000 0 132,501
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Income Before Taxes 1,488,361 983,115 406,990 2,878,466
Income Tax Expense 644,733 103,000 486,207(3) 1,233,940
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Net Income $843,628 $880,115 ($79,217) $1,644,526
=============================================================
Net income per common and common
equivalent share $0.25 $0.47
=========== ===========
</TABLE>
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MEDIALINK WORLDWIDE INCORPORATED
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Six Months ended June 30, 1997
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<TABLE>
<CAPTION>
Medialink CTV ProForma
Historical Historical Adjustments Pro Forma
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $11,062,543 4,186,302 $0 $15,248,845
Direct costs 4,218,516 1,604,570 0 5,823,086
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Gross Profit 6,844,027 2,581,732 0 9,425,759
General and Administrative Expenses 5,352,346 1,347,759 356,130(2) 7,056,235
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Operating Income 1,491,681 1,233,973 (356,130) 2,369,524
Other Income (Expense)
Interest Expense (44,000) 0 0 (44,000)
Interest and other Incidentals 260,124 12,230 (74,000)(4) 198,354
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Income before Taxes 1,707,805 1,246,203 (430,130) 2,523,878
Income Tax Expense 649,781 0 402,034(3) 1,051,815
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Net Income $1,058,024 $1,246,203 ($832,163) $1,472,064
===============================================================
Net Income per common and common
equivalent share $0.21 $0.29
============= ===========
</TABLE>
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MEDIALINK WORLDWIDE INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) Reflects the elimination of non-recurring fees paid to Reuters New
Media, Inc. in 1996.
(2) Reflects the amortization of the portions of the purchase price of
Corporate TV Group, Inc. allocated to the customer list acquired of
$3,685,000 by use of the straight-line method over 5 years, and the
cost of a non-compete agreement of $300,000 by use of the straight-line
method over 7 1/2 years.
(3) Reflects the tax effect to the pro-forma adjustments at Medialink's
effective tax rate together with an adjustment of the income tax
expense to reflect the C Corporation tax rate on Corporate Television
Group, Inc. which was previously taxed as an S Corporation.
(4) Reflects a reduction in interest income resulting from cash used in the
acquisition of Corporate TV Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIALINK WORLDWIDE INCORPORATED
By:
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Laurence Moskowitz
President, Chief Executive Officer and
Chairman of the Board
Dated: August 28, 1997
