<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 September 30, 1998
Commission File Number 0-21989
Medialink Worldwide Incorporated
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1481284
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
708 Third Avenue, New York, New York 10017
------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 682-8300
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on November 13, 1998:
Common Stock - 5,311,517
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements 3
Condensed Consolidated Balance Sheets as of
September 30, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Operations
for the nine months ended September 30, 1998 and 1997 4
Condensed Consolidated Statements of Operations
for the three months ended September 30, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1998 and 1997 6
Notes to Condensed Consolidated Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10 - 14
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 15
ITEM 2. Changes in Securities and Use of Proceeds 15
ITEM 3. Defaults Upon Senior Securities 15
ITEM 4. Submission of Matters to a Vote of Security Holders 16
ITEM 5. Other Information 16
ITEM 6. Exhibits and Reports on Form 8-K 16
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 1998 and December 31, 1997
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 9,047,038 $ 11,580,928
Accounts receivable, net 7,840,150 8,243,823
Prepaid expenses and other current assets 1,098,662 634,038
Deferred tax assets 147,000 119,000
------------ ------------
Total current assets 18,132,850 20,577,789
------------ ------------
Property and equipment, net 2,223,948 1,449,901
Goodwill, customer list and other intangibles, net 9,393,740 6,118,677
Deferred tax assets 364,000 200,000
Other assets 358,968 321,347
------------ ------------
Total assets $ 30,473,506 $ 28,667,714
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 123,000 $ 122,651
Accounts payable 2,039,161 2,305,077
Accrued expenses and other current liabilities 1,066,774 2,883,905
Income taxes payable 931,539 782,645
------------ ------------
Total current liabilities 4,160,474 6,094,278
Long-term debt, net of current portion 374,176 449,892
------------ ------------
Total liabilities 4,534,650 6,544,170
------------ ------------
Stockholders' Equity:
Common stock. Authorized 15,000,000 shares; issued and outstanding
5,308,517 and 5,182,037 shares in 1998 and 1997, respectively 53,085 51,820
Additional paid-in capital 21,670,538 20,222,255
Retained earnings 4,312,557 1,928,268
Accumulated other comprehensive income (97,324) (78,799)
------------ ------------
Total stockholders' equity 25,938,856 22,123,544
------------ ------------
Total liabilities and stockholders' equity $ 30,473,506 $ 28,667,714
============ ============
</TABLE>
See notes to condensed consolidated financial statements
3
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MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1998 and 1997
1998 1997
---- ----
(Unaudited) (Unaudited)
Revenues $ 29,739,514 $ 18,248,849
Direct costs 11,911,055 7,000,278
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Gross Profit 17,828,459 11,248,571
General and administrative expenses 14,150,538 9,071,420
------------- ------------
Operating income 3,677,921 2,177,151
Interest and other income, net 313,368 316,369
------------- ------------
Income before income taxes 3,991,289 2,493,520
Provision for income taxes 1,607,000 955,781
------------- ------------
Net income $ 2,384,289 $ 1,537,739
============= ============
Net income applicable to common stock $ 2,384,289 $ 1,511,085
============= ============
Basic earnings per share $ 0.46 $ 0.33
============= ============
Diluted earnings per share $ 0.41 $ 0.29
============= ============
See notes to condensed consolidated financial statements
4
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MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1998 and 1997
1998 1997
---- ----
(Unaudited) (Unaudited)
Revenues $ 9,373,768 $ 7,186,306
Direct costs 3,476,136 2,781,763
----------- -----------
Gross Profit 5,897,632 4,404,543
General and administrative expenses 4,729,758 3,719,074
----------- -----------
Operating income 1,167,874 685,469
Interest and other income, net 88,326 100,245
----------- -----------
Income before income taxes 1,256,200 785,714
Provision for income taxes 517,000 306,000
----------- -----------
Net income $ 739,200 $ 479,714
Basic earnings per share $ 0.14 $ 0.09
----------- -----------
Diluted earnings per share $ 0.13 $ 0.09
----------- -----------
See notes to condensed consolidated financial statements
5
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MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,384,289 $ 1,537,739
------------ -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 1,193,201 600,789
Equity adjustment for foreign currency translation (18,525) (701)
Deferred income taxes (192,000) (74,610)
Decrease (increase) in accounts receivable 676,031 (2,022,762)
Increase in other assets (37,621) (281,424)
Increase in prepaid expenses and other current assets (297,263) (1,073,603)
(Decrease) increase in accounts payable and accrued expenses (1,443,467) 937,531
Increase in income taxes payable 148,894 874,538
------------ -------------
Total adjustments 29,250 (1,040,242)
------------ -------------
Net cash provided by operating activities 2,413,539 497,497
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in acquisitions (4,164,972) (4,147,448)
Advances under short-term loan receivable - (300,000)
Collection of short-term loan receivable - 200,000
Additions to property and equipment (920,521) (355,460)
------------ -------------
Net cash used in investing activities (5,085,493) (4,602,908)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 213,431 81,621
Payments on long-term debt (75,367) (96,104)
Proceeds from issuance of common stock - net of offering costs - 15,600,747
------------ ------------
Net cash provided by financing activities 138,064 15,586,264
------------ ------------
Net (decrease) increase in cash and cash equivalents (2,533,890) 11,480,853
Cash and cash equivalents at the beginning of period 11,580,928 675,469
------------ ------------
Cash and cash equivalents at end of period $ 9,047,038 $ 12,156,322
============ ============
</TABLE>
See notes to condensed consolidated financial statements
6
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of presentation
The condensed consolidated financial statements included herein have been
prepared by Medialink Worldwide Incorporated and Subsidiaries (collectively,
the "Company" or "Medialink"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The Company
believes that the disclosures are adequate to make the information presented
not misleading. These condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Form 10-K filing for the year ended December
31, 1997.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments)
which are, in the opinion of management, necessary to state fairly the results
for the nine and three month periods ended September 30, 1998 and 1997. The
results for the nine and three month periods ended September 30, 1998 are not
necessarily indicative of the results expected for the full fiscal year.
(2) Merger of Subsidiaries
On January 1, 1998, the Company merged the assets and liabilities of On Line
Broadcasting Limited, a wholly owned subsidiary, into Medialink Worldwide
Incorporated.
On January 1, 1998, the Company merged the assets and liabilities of Medialink
PR Data Corporation, a wholly owned subsidiary, into Medialink Worldwide
Incorporated.
(3) Recent Acquisitions
In July 1998 the Company acquired all of the outstanding common shares of
Tempest T.V. Limited, d/b/a The London Bureau ("The London Bureau"), a
producer of corporate video for use by British broadcasters. The initial
purchase price of (pound)1.00 million (approximately $1.65 million) was paid
in the form of (pound)620,000 (approximately $1.02 million) in cash and the
issuance of 31,206 shares of the Company's common stock valued at
approximately (pound)380,000 (approximately $628,000). Earn-out provisions
allow for additional payments of purchase price of up to approximately
(pound)2.80 million (approximately $4.61 million), based on certain revenue
and profitability goals of the International Division of Medialink, to be paid
over a period of three years. In connection with this acquisition two of the
shareholders of The London Bureau entered into deeds of covenant not to
compete with the Company with terms of three and four years, respectively. In
consideration for the deeds of covenant not to compete, the two shareholders
received payments aggregating (pound)295,000 (approximately $485,000). The
acquisition has been accounted for as a purchase for accounting purposes, and
the results of operations have been included in the consolidated statements of
operations from the date of acquisition. The operations of The London Bureau did
not have a material impact on the Company's operations and, accordingly, no
pro-forma financial information is presented.
7
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(4) Earnings per Share
The Company adopted SFAS No. 128, "Earnings per Share", beginning with the
Company's fourth quarter of 1997. All prior period earnings per share data has
been restated to conform to the provisions of this statement.
Basic earnings per common share is computed using net income applicable to
common stock and the weighted average number of shares outstanding. Diluted
earnings per common share is computed using the weighted average number of
shares outstanding adjusted for the incremental shares attributed to
outstanding options to purchase common stock. 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 1997
diluted calculation as if they were outstanding for all of 1997. The weighted
average number of shares for the nine and three months ended September 30,
1998 and 1997 are as follows:
Weighted Average Shares Outstanding
For the nine months ended September 30,
---------------------------------------
1998 1997
---- ----
Basic 5,226,128 4,623,171
========= =========
Diluted 5,763,551 5,331,665
========= =========
For the three months ended September 30,
----------------------------------------
1998 1997
---- ----
Basic 5,293,842 5,132,213
========= =========
Diluted 5,819,364 5,592,092
========= =========
8
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MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(5) Comprehensive Income
The components of comprehensive income consist of the following:
For the nine months ended September 30,
---------------------------------------
1998 1997
---- ----
Net income $2,384,289 $1,537,739
Other comprehensive income (loss):
Foreign currency translation
adjustments (18,525) (701)
------------ --------------
Comprehensive income $2,365,764 $1,537,038
========= =========
For the three months ended September 30,
----------------------------------------
1998 1997
---- ----
Net income $739,200 $479,714
Other comprehensive income (loss):
Foreign currency translation
adjustments (36,799) (2,325)
--------- --------
Comprehensive income $702,401 $477,389
======= =======
Accumulated other comprehensive income at September 30, 1998 and December 31,
1997 consists of foreign currency translation adjustments.
9
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Nine months ended September 30, 1998 compared to nine months ended September
30, 1997
Revenues increased by $11.49 million, or 63%, from $18.25 million in the nine
months ended September 30, 1997 ("1997") to $29.74 million in the nine months
ended September 30, 1998 ("1998"), primarily due to increased sales of
production services, which increased by $5.52 million, distribution services,
which increased by $3.83 million and live broadcast services which increased
by $991,000. Included in the increase of total revenue above is revenue of
approximately $7.22 million from the Medialink Corporate Television Division
which acquired certain assets of Corporate TV Group, Inc. ("CTV") on June 17,
1997. Medialink believes that the remaining increase in revenue is the result
of the Company's growth in its sales and marketing team and its ability to
provide clients with a broader array of services.
Direct costs increased by $4.91 million, or 70%, from $7.00 million in 1997 to
$11.91 million in 1998. Direct costs as a percentage of revenue increased from
38% in 1997 to 40% in 1998 mainly as a result of the increase in the
proportion of revenue from production and live broadcast service projects and
revenue from larger scale projects to total revenue in 1998 as compared to
1997. Revenue on these projects generally have lower gross profit margins as
compared with revenue on distribution services.
General and administrative expenses increased by $5.08 million or 56%, from
$9.07 million in 1997 to $14.15 million in 1998. General and administrative
expenses as a percentage of revenues were 48% and 50% for 1998 and 1997,
respectively. Salary-related costs increased by $3.18 million in 1998, of
which $900,000 was the result of various acquisitions, including CTV in June
1997. The balance of the increase was due primarily to the growth of
Medialink's sales and operations staff in response to increased demand for its
services.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $2.09 million, or 75%, from $2.78 million in 1997 to $4.87
million in 1998. As a percentage of revenue, EBITDA was 16% and 15% in 1998
and 1997, respectively.
Depreciation and amortization expense, which is included in general and
administrative expenses, increased by $592,000, or 99%, from $601,000 in 1997
to $1.19 million in 1998. The increase was due primarily to amortization
expense arising from Medialink's various acquisitions, including CTV in June
1997.
As a result of the foregoing, operating income increased by $1.50 million, or
69%, from $2.18 million in 1997 to $3.68 million in 1998. As a percentage of
revenue, operating income was 12% in both 1998 and 1997.
Interest and other income, net, decreased by $3,000 from $316,000 in 1997 to
$313,000 in 1998.
10
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
Income tax expense was calculated using Medialink's effective tax rates of 40%
in 1998 and 38% in 1997. The increase in the rate reflects changes in state
and local taxes as a result of differences in income earned in certain
jurisdictions and the change in the proportion of tax-free investment income
on investments to total income before taxes.
Net income increased by $840,000 or 55%, from $1.54 million in 1997 to $2.38
million in 1998. Diluted earnings per share increased from $0.29 per share in
1997 to $0.41 per share in 1998.
Three months ended September 30, 1998 compared to three months ended September
30, 1997
Revenues increased by $2.18 million, or 30%, from $7.19 million in the three
months ended September 30, 1997 (the "1997 Quarter") to $9.37 million in the
three months ended September 30, 1998 (the "1998 Quarter"), primarily due to
increased sales of distribution services, which increased by $1.21 million,
production services, which increased by $723,000 and research and other
services which increased by $654,000. Revenues from live broadcast services
decreased by $403,000 due to two large non-recurring projects that occurred in
the 1997 Quarter.
Direct costs increased by $700,000, or 25%, from $2.78 million in the 1997
Quarter to $3.48 million in the 1998 Quarter. Direct costs as a percentage of
revenue decreased from 39% of revenue in the 1997 Quarter to 37% in the 1998
Quarter mainly as a result of the increase in the proportion of revenue from
distribution services in the 1998 Quarter as compared to the 1997 Quarter.
Revenue on these projects generally have higher gross profit margins as
compared with revenue from production and live broadcast services.
General and administrative expenses increased by $1.01 million or 27%, from
$3.72 million in the 1997 Quarter to $4.73 million in the 1998 Quarter.
General and administrative expenses as a percentage of revenues were 50% and
52% for the 1998 Quarter and the 1997 Quarter, respectively. Salary-related
costs increased by $850,000 in the 1998 Quarter primarily due to the growth of
Medialink's sales and operations staff in response to increased demand for its
services.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $550,000, or 52%, from $1.05 million in the 1997 Quarter to $1.60
million in the 1998 Quarter. As a percentage of revenue, EBITDA was 17% and
15% in the 1998 Quarter and the 1997 Quarter, respectively.
Depreciation and amortization expense, which is included in general and
administrative expenses, increased by $72,000, or 20%, from $364,000 in the
1997 Quarter to $436,000 in the 1998 Quarter. The increase was due primarily
to amortization expense arising from Medialink's various acquisitions.
11
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
As a result of the foregoing, operating income increased by $485,000 or 71%,
from $685,000 in the 1997 Quarter to $1.17 million in the 1998 Quarter. As a
percentage of revenue, operating income in the 1998 Quarter was 12% as
compared with 10% in the 1997 Quarter.
Interest and other income, net decreased by $12,000 from $100,000 in the 1997
Quarter to $88,000 in the 1998 Quarter. This decrease was primarily due to the
decrease in cash and cash equivalents resulting from the purchase of various
businesses.
Income tax expense was calculated using Medialink's effective tax rates of 41%
in the 1998 Quarter and 39% in the 1997 Quarter. The increase in the rate
reflects changes in state and local taxes as a result of differences in income
earned in certain jurisdictions and the change in the proportion of tax-free
investment income on investments to total income before taxes.
Net income increased by $259,000 or 54%, from $480,000 in the 1997 Quarter to
$739,000 in the 1998 Quarter. Diluted earnings per share increased from $0.09
per share in the 1997 Quarter to $0.13 per share in the 1998 Quarter.
LIQUIDITY AND CAPITAL RESOURCES
Medialink has financed its operations primarily through cash generated from
operations. Cash flow from operating activities amounted to $2.41 million for
the nine month period ended September 30, 1998 and $497,000 for the comparable
period in 1997. Capital expenditures which are primarily incurred to support
the Company's sales and operations were $921,000 in 1998 and $355,000 in 1997.
Medialink has no capital expenditure plans other than in the ordinary course
of business.
In July 1998 the Company acquired all of the outstanding common shares of
Tempest T.V. Limited, d/b/a The London Bureau ("The London Bureau"). The
initial purchase price of (pound)1.00 million (approximately $1.65 million)
was paid in the form of (pound)620,000 (approximately $1.02 million) in cash
and the issuance of 31,206 shares of the Company's common stock valued at
approximately (pound)380,000 (approximately $628,000). Earn-out provisions
allow for additional payments of purchase price of up to approximately
(pound)2.80 million (approximately $4.61 million), based on certain revenue
and profitability goals of the International Division of Medialink, to be paid
over a period of three years. In connection with this acquisition two of the
shareholders of The London Bureau entered into deeds of covenant not to
compete with the Company with terms of three and four years, respectively. In
consideration for the deeds of covenant not to compete, the two shareholders
received payments aggregating approximately $485,000.
12
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
In June 1998 Medialink acquired certain assets of Eye Catchers Press. The
initial purchase price of (pound)900,000 (approximately $1.50 million) plus
acquisition costs of approximately $90,000 was paid in cash. Earn-out
provisions allow for additional payments of purchase price of up to an
additional (pound)100,000 per annum based on certain profitability targets
over the next three years. Earn-out amounts will be paid in the form of 80%
cash and 20% in Medialink common stock in year 1 and 25% cash and 75% in
Medialink common stock in years 2 and 3.
In June, 1997 Medialink acquired certain assets of CTV. The initial purchase
price of $4.18 million was paid $3.85 million in cash and $333,000 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% cash and 20% in Medialink common stock. During the
nine months ended September 30, 1998 Medialink made cash payments of
approximately $993,000 as additional consideration for the CTV acquisition.
As of September 30, 1998 Medialink had $9.05 million in cash and cash
equivalents as compared with $11.58 million as of December 31, 1997. As of
September 30, 1998, long-term debt was $374,000.
The Company 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, including those related to the above-mentioned acquisitions.
13
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
YEAR 2000 UPDATE
Management, along with a Year 2000 sub-committee of the Board of Directors has
initiated an enterprise-wide program to prepare the Company's computer systems
and applications for the Year 2000, as well as to identify and address any
other Year 2000 operational issues which may affect the Company. Updates on
the Company's Year 2000 program are presented regularly to senior management
and the Board of Directors.
The Company's Year 2000 program began in the first quarter of 1998 and is
currently being administered by internal staff. The program consists of the
following three components relating to the Company's operations: (i)
Information Technology ("IT") computer systems and applications that may be
impacted by the Year 2000 problem, (ii) non-IT systems and equipment which
include embedded technology that may be impacted by the Year 2000 problem and
(iii) third-party relationships with which the Company has material
relationships.
IT Systems and Applications
The Company has classified IT systems and applications into two categories;
hardware and software.
Hardware: The Company has completed an inventory of all of its IT
hardware and is currently accessing the impact of the
Year 2000 on it. The Company has initiated the
remediation phase of the process and estimates that it
is 60% complete. The Company is targeting the completion
of the remediation phase to be the end of the 1st
quarter of 1999. The Company estimates that it is 50%
complete in the testing phase and is targeting to be
completed in the 2nd quarter of 1999.
Software: The Company has completed an inventory of all of its IT
software applications and is currently assessing the
impact of the Year 2000 on it. The Company is currently
in the remediation phase and estimates that it is 30%
complete. With the exception of its financial and
accounting software, the Company is targeting to
complete the remediation phase in the 1st quarter of
1999. The Company has accelerated the planned upgrading
of its financial and accounting software as a result of
the Year 2000 issue and has targeted the completion of
the installation of a Year 2000 compliant financial and
accounting application in the 2nd quarter of 1999. The
Company estimates that it has tested approximately 10%
of its IT software and is targeting to be completed in
the 2nd quarter of 1999.
14
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
Excluding normal system upgrades, the Company estimates that total costs for
conversion and testing of new or modified IT systems and applications will
aggregate approximately $150,000 to $350,000, including approximately $100,000
to $300,000 on the accelerated purchase of a financial and accounting software
application, through fiscal 2000. Costs related to the acquisition of new
hardware and software are expected to be capitalized and amortized consistent
with the Company's accounting policies. Consulting and other costs will be
expensed as incurred.
Non IT Systems and Applications
The Company has completed an inventory of all of its non-IT systems and
applications and is currently assessing the impact of the Year 2000 on them.
The Company estimates that they are 60% complete with remediation and is
hopeful to complete this phase during the 1st quarter of 1999. The Company has
estimated that it has tested 10% of its non-IT systems and applications and
has targeted the completion of this phase in the 2nd quarter of 1999. The
Company does not anticipate that the costs to rectify any Year 2000 issues as
they relate to non-IT systems and applications to have a material impact on
the Company's operations or financial condition.
Third Party Relationships
The Company has requested certification letters from all of its key vendors,
including facilities providers and financial institutions. The Company is
currently reviewing its responses and preparing follow-up requests where
either no or inadequate responses were received. The Company has also
developed a list of mission critical vendors and is in the process of
arranging face-to-face meetings with the appropriate individuals at these
vendors to discuss their readiness regarding Year 2000. The Company is
targeting the completion of its contingency plans with respect to its
principal third party suppliers by the end of 3rd quarter of 1999. The Company
is also generating a list of key clients/customers and is in the process of
developing a plan to address Year 2000 issues as they relate to them. Costs to
the Company in this area, excluding costs due to unanticipated third party
Year 2000 problems, will principally consist of internal staff costs, which
are not expected to be material.
15
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
Including the costs set forth above, the Company estimates that total program
costs for implementing its Year 2000 program will be $175,000 to $375,000, of
which approximately $20,000 has been incurred to date. These costs include
costs related to the matters above, as well as consulting and other expenses
related to infrastructure and facilities enhancements necessary to prepare the
Company for the Year 2000. The costs do not include internal staff costs
incurred or to be incurred in connection with the implementation of the
program. Costs related to the acquisition of new hardware and software are
expected to be capitalized and amortized consistent with the Company's
accounting policies. Consulting and other costs will be expensed as incurred.
All Year 2000 costs will be paid in cash and generated from the Company's
operations. The above-stated amounts have been budgeted for the appropriate
fiscal years. Based on the current progress of the Company's Year 2000
program, the Company is targeting the substantial completion of its Year 2000
program to be the end of the 2nd quarter of 1999. The cost of the Company's
Year 2000 program and the dates provided herein are based on management's best
estimates, which were derived utilizing numerous assumptions of future events,
many of which are beyond the Company's control.
The failure to correct a material Year 2000 problem could result in an
interruption in certain normal business activities or operations of the
Company. Such interruptions could materially and adversely affect the
Company's financial condition, results of operations and cash flows. Based on
current plans and assumptions, the Company does not expect that the Year 2000
issue will have an adverse impact on the Company as a whole. Due to the
general uncertainty inherent in the Year 2000 problem, however, there can be
no assurance that all Year 2000 problems will be foreseen and corrected, or if
foreseen, corrected on a timely basis, or that no material disruption to the
Company's business or operations will occur. Further, the Company's
expectations are based on the assumption that there will be no general failure
of external local, national or international systems (including power,
communication, postal or other transportation systems) necessary for the
ordinary conduct of business. The Company is currently assessing those
scenarios in which unexpected failures would have a material adverse effect on
the Company and will attempt to develop contingency plans designed to deal
with such scenarios. There can be no assurance, however, that successful
contingency plans can, in fact, be developed or implemented.
With the exception of the historical information contained in this Form 10-Q,
the matters described herein may 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
16
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
control of Medialink referred to in its registration statement and periodic
reports filed with the Securities and Exchange Commission.
17
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 2. Changes in Securities and Use of Proceeds.
The registrant's initial public offering commenced on January 29,
1997. The managing underwriters of the offering were Dean Witter
Reynolds, Inc. and Wheat First Union (formerly, Wheat First Butcher
Singer). The class of securities registered was common stock. The
registrant registered 2,000,000 shares of common stock; the aggregate
price of the offering amount was $18,000,000; the amount of shares
sold was 2,000,000; and the aggregate offering price was $18,000,000.
For the account of selling stockholders, there were registered
300,000 shares of common stock; the aggregate price of the offering
was $2,700,000; the amount of shares sold was 300,000; and the
aggregate offering price was $2,700,000.
Through September 30, 1998, the registrant incurred expenses in
connection with the issuance and distribution of the securities
registered for underwriting discounts and commissions of
approximately $1,260,000; finders fees of $0; expenses paid to or for
underwriters of $0; other expenses of approximately $1,160,000; and
total expenses of approximately $2,420,000. These were direct or
indirect payments to others. There were expenses of approximately
$189,000 for underwriting discounts and commissions in connection
with the sale of shares by selling stockholders, $0 for finders fees,
$0 for expenses paid to or for underwriters and total expenses of
approximately $189,000. These payments were direct or indirect
payments to others.
The net offering proceeds to the registrant, after deducting the
total expenses described above, were $15,580,000. From January 29,
1997 to September 30, 1998, $8,343,942 of net offering proceeds were
used for the acquisition of other businesses, namely, certain assets
of CTV, all of the outstanding shares of common stock of On Line
Broadcasting Limited, certain assets of Eye Catchers Press and all of
the outstanding shares of common stock of The London Bureau. At
September 30, 1998 the remaining proceeds were invested in temporary
investments; $4,805,000 in tax free municipals and $2,431,058 in tax
free money market accounts and interest bearing bank accounts. No
proceeds were used for the construction of plant, building and
facilities, the purchase and installation of machinery and equipment,
the purchase of real estate, or the repayment of indebtedness or
working capital.
ITEM 3. Defaults Upon Senior Securities.
None
18
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Information.
Pursuant to newly adopted rules of the Securities and Exchange
Commission, any stockholder who intends to present a proposal at the
Company's 1999 Annual Meeting of Stockholders without requesting the
Company to include such proposal in the Company's proxy statement
should be aware that he must notify the Company not later than March
11, 1999 of his intention to present the proposal. Otherwise, the
Company may exercise discretionary voting with respect to such
stockholder proposal pursuant to authority conferred on the Company
by proxies to be solicited by the Board of Directors of the Company
and delivered to the Company in connection with the Meeting.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: Exhibit 27 - Financial Data Schedule
(b) Report on Form 8-K: A report on Form 8-K/A was filed with
the Securities and Exchange Commission ("Commission") on
September 21, 1998 in connection with the acquisition of
Tempest T.V. Limited d/b/a The London Bureau by the
Registrant.
19
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/ LAURENCE MOSKOWITZ
Laurence Moskowitz,
Chairman of the Board, Chief Executive Officer and President
By: /s/ J. GRAEME MCWHIRTER
J. Graeme McWhirter
Executive Vice President, Assistant Secretary,
Chief Financial Officer and Director
Dated: November 13, 1998
<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 SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 9,047,038
<SECURITIES> 0
<RECEIVABLES> 7,840,150
<ALLOWANCES> 240,000
<INVENTORY> 0
<CURRENT-ASSETS> 18,132,850
<PP&E> 3,584,627
<DEPRECIATION> 1,360,679
<TOTAL-ASSETS> 30,473,506
<CURRENT-LIABILITIES> 4,160,474
<BONDS> 0
0
0
<COMMON> 53,085
<OTHER-SE> 25,885,771
<TOTAL-LIABILITY-AND-EQUITY> 30,473,506
<SALES> 29,739,514
<TOTAL-REVENUES> 29,739,514
<CGS> 11,911,055
<TOTAL-COSTS> 11,911,055
<OTHER-EXPENSES> 14,150,538
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,175
<INCOME-PRETAX> 3,991,289
<INCOME-TAX> 1,607,000
<INCOME-CONTINUING> 2,384,289
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,384,289
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.41
</TABLE>
