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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1999
Commission File Number 0-21989
Medialink Worldwide Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 52-1481284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
708 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 682-8300
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: none.
Title of each class: Common Stock-$.01 par value
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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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant amounted to $33,843,639 at the close of business on March 24, 2000.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on March 24, 2000: Common Stock -
5,645,619.
DOCUMENTS INCORPORATED BY REFERENCE
Applicable portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held on June 8, 2000 are incorporated by reference in Part
III of this Form.
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PART I
ITEM 1. BUSINESS.
Medialink Worldwide Incorporated ("Medialink") is a leading producer of
corporate video news content on behalf of its 2,200 clients, including Fortune
500 and other corporations, who seek to communicate their news via the Internet
and television networks and local stations. Medialink is also a leading producer
of live and stored streaming media content on the Internet, having successfully
produced more than 500 webcasts. Working in tandem with its clients, the Company
provides creative counsel and production services to develop compelling visual
events ranging from live coverage of merger announcements to public relations
campaigns to new product introductions.
The Company distributes its video via satellite to more than 1,000 television
stations worldwide and also produces audio news for its clients which is
distributed to more than 2,500 radio stations. In addition to broadcast media
services, Medialink also provides press release and photography services for its
corporate clients which are distributed to Internet news sites, newspapers and
magazines. Medialink also offers electronic tracking of video broadcast on
television as well as qualitative analysis of news coverage across all media to
help its clients understand how they are perceived in the media and to gauge the
effectiveness of their public relations efforts.
In 1999, Medialink created Newstream.com, a joint venture with Business Wire,
the nation's leading distributor of corporate press releases. Newstream.com is
the first professional Internet portal linking the public relations community
with the more than 6,000 Internet news sites. Newstream.com allows clients to
send not only their press releases and publicity photos to important news sites
such as MSNBC.com, AOL and CNNfn, but also supports transmission of downloadable
streaming audio and video as well as graphics, slide shows and other visual
assets the news sites require.
The Company's principal services have developed from its core business -
satellite distribution of video news releases (VNRs) and the electronic
monitoring of their broadcast on television. A VNR is the video equivalent of a
conventional written press release and is used for the same purposes, such as to
announce a new product or service, explain a technological breakthrough,
communicate during a crisis or advocate a position on an issue of public
concern. VNRs are produced for easy integration into newscasts and are
distributed to the media for their use in complete or edited form.
The Company began offering production - in addition to distribution -- of video
news releases in 1994 and has since developed a full range of video, audio,
Internet, still photography and print services which it now provides on a global
basis. Medialink enables its clients to reach more than 3,200 newsrooms at
television and radio networks, local stations, cable channels, direct broadcast
satellite systems, as well as on-line services, including over 6,000 online
multimedia newsrooms on the Internet and live and archived webcasts for clients.
The Company also coordinates live television interviews through satellite media
tours (SMTs) and produces live broadcasts of newsworthy events for its clients.
Similar to its video services, the Company also offers its clients audio news
releases (ANRs) and radio media tours (RMTs). The Company believes that its
proprietary database of over 40,000 news contacts, which includes their
editorial preferences and technical requirements, increases the Company's
efficiency.
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The year 1999 was one of both technological convergence and fundamental business
evolution. The Company entered the year as the world's largest producer of
corporate video and audio for broadcast on traditional media and ended it as a
leading producer of corporate video for the Internet. Much of the traditional
video business began transforming to Dot-Com platforms in a measurable way. The
Company cross-trained its staff of 200 video professionals to work as easily
with digital media as with analog, to transmit a live news conference via a
streaming media "encoder" as easily as they transmit via satellite to television
stations. To underscore the reality of this evolution, the webcasting business
not only grew 500 percent over the year before, but also displaced traditional
videoconferencing at the same time.
This Internet transformation impacted all the Company's business lines. The
Company now delivers audio news reports, photographs and traditional news
releases via Web-based platforms. News scripts from television broadcasts are
collected via intranets and news coverage is analyzed on Internet news sites for
research clients.
The Company also created a completely new business to connect its clients to
multimedia Internet news sites. In a joint venture with Business Wire, the two
companies constructed Newstream.com in 1999 to be the link from their joint
24,000 clients to the 6,000 Internet news sites.
The Company provides its services to more than 2,200 clients. The Company's
clients include corporations such as AT&T, General Motors, IBM, Johnson &
Johnson, Dell Computer, Intel, Disney, British Airways, Pfizer Pharmaceuticals,
Kraft Foods, Miller Brewing, Sony and Novartis; organizations such as the
American Association of Retired Persons and the AFL-CIO; and the world's largest
marketing communications firms such as Burson-Marsteller, Hill & Knowlton,
Ketchum Communications, Edelman Public Relations Worldwide and Weber Public
Relations Worldwide Group. One client, Philip Morris Companies Inc., which
includes Philip Morris Incorporated, Kraft Foods, Inc. and Miller Brewing
Company, accounted for 16% and 11% of the Company's revenues in 1998 and 1999,
respectively. Materials distributed by the Company have aired on ABC, CBS, NBC
and their affiliates, as well as national and regional cable news networks such
as CNN and CNBC in the United States, and the BBC, CNN International, Sky News,
RAI (Italy) and NHK (Japan) internationally. Streaming video versions of these
materials have appeared on Internet news sites such as ABCNews.com, CNN.com and
Yahoo.com.
As an integral part of its services, the Company monitors media usage of the
material it distributes. Television usage is monitored using electronic
technology and data provided by several independent services, including Nielsen
Media Research and Competitive Media Reporting. In Europe, a new technology
licensed from Lucent Technologies enables the Company to "watermark" and track
and monitor video transmissions for both editorial and advertising content.
Radio usage is monitored using data provided by independent news tracking
services, as well as data collected automatically when radio stations call in to
the Company's automated digital ANR retrieval system. The Company also monitors
usage of its material on the Internet using data provided by Internet tracking
services. The Company provides its clients with monitoring reports which include
the date and time at which the clients' material was used, the media and markets
in which it was used and a report on the size and demographic composition of the
audience. The Company believes that this ability to accurately monitor and
report usage on a timely basis is critical to its success.
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The Company also offers research and analysis services which provide customized
studies to measure the results of clients' public relations programs, analyze
competitive trends and measure return on investment of their marketing
communications efforts.
In June 1997 the Company acquired Corporate Television Group, Inc. ("CTV"), a
preeminent business video communications company. CTV, formerly Reuters
Corporate Television, a division of Reuters New Media, Inc., now operates as
Medialink Corporate Television ("MCTV"), a division of the Company. This dynamic
company developed its reputation by providing strategic video communications
consulting and production services intended for internal as well as external
audiences, particularly in the area of crisis communications. CTV also produced
VNRs, SMTs and live satellite broadcasts, often in association with the Company.
CTV brought a roster of blue-chip clients such as Philip Morris, General
Instruments and Computer Associates.
In July 1998 the Company significantly expanded its international division with
the acquisitions of The London Bureau, a pre-eminent producer of corporate video
for use by British broadcasters, and Eye Catchers Press, the largest public
relations still photography agency in the United Kingdom.
The London Bureau, while providing many similar services to those already
offered by Medialink's International Division, has expanded the Company's client
base and adds strategic communications consulting to that division's
capabilities. This consultation approach, devised by Stuart Maister, founder and
managing director of The London Bureau, is similar to that of the Company's
Medialink Corporate Television division.
The acquisition of Eye Catchers Press established an entirely new complementary
service to provide to Medialink's client base -- still photography. Eye Catchers
has an unrivaled reputation among picture editors of Britain's national and
regional press for producing creative and newsworthy photographs for corporate
and public relations agency clients. Since virtually all of Medialink's video
projects lend themselves to still pictures, the distribution of photographs to
newspapers or to end consumers via the Internet, is a simple and natural means
of broadening the reach of clients' news.
In November 1998, Medialink expanded its still photography service into the
United States through the acquisition of WirePix, a New York-based public
relations photo service. WirePix was founded by photojournalist Jim Sulley, a
15-year veteran news and public relations photographer. WirePix's clients have
included corporations such as Hasbro, Colgate-Palmolive, Compaq Computer
Corporation and McDonald's. Public relations firms such as Burson-Marstellar,
Cohn & Wolfe, Fleishman Hillard and Manning Selvage & Lee have also engaged
WirePix's services.
In March 1999 Medialink, through a wholly owned subsidiary, acquired The
Delahaye Group, Inc. ("Delahaye"), one of the world's premier providers of
public relations and marketing communications research. The acquisition of
Delahaye, a pioneer and leader in evaluating corporate reputations, presence,
and brand image on the Internet, complemented Medialink's existing public
relations research practice, which provides measurement and analysis of
corporations' media coverage so they can evaluate how they are perceived by the
media and better plan their marketing communications efforts. Delahaye is a
global image and reputation measurement firm that measures a complete range of
marketing communications and public relations activities. Its research has
demonstrated how clients' communications efforts influence
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the attitudes, habits and behaviors of target audiences. Delahaye also added
significantly more international resources to Medialink's research practice.
Delahaye created and leads a global consortium of contractual strategic
relationships with companies in 13 nations, offering all aspects of corporate
communication measurement services. Known as DelNet(TM), this consortium serves
clients in 40 nations on five continents. Delahaye merged with Medialink's
existing research operation into a new division, Delahaye Medialink
Communications Research. Blue-chip clients now served by the combined division
are AT&T, General Motors, Epson, and Andersen Consulting, as well as noted
public relations firms around the world.
At the close of 1999, the Company rounded out its suite of communications
services and expanded its marketplace with the acquisition of U.S. Newswire LLC,
the nation's leading electronic distribution system for news of public policy.
U.S. Newswire's clients are typically government agencies, lobby groups,
political campaigns and national associations seeking to reach news media that
cover politics and public affairs. U.S. Newswire clients now have access to
video producers, distribution to television and radio stations, and, via
Newstream.com, influential Internet news sites.
The convergence of television and the PC screen and the emerging digital
revolution have opened up more opportunities for corporate communicators to use
broadcast services than ever before. Medialink's ability to offer companies and
organizations a totally integrated television, radio, photographic and Internet
service helps its clients reach broadcasters, the press and desktop PCs around
the world.
Financial Information About Business Segments
For financial information reporting purposes the Company considers substantially
all of its products and services to be included in a single operating segment.
Substantially all of the Company's products and services are marketed to the
same client base and are often bundled together and sold as one unit. The
Company's geographic location outside the United States is the United Kingdom.
Strategy
The Company's core strategy is to be the leading, worldwide provider of
multimedia production and distribution services to corporations and other
organizations. The key components of the Company's growth strategy include:
Developing New Services - Combine in-house expertise with expanded design,
consulting, and creative capabilities to deliver a broader range
of services and enhance cross-selling opportunities.
Leverage Existing Client Base - Provide creative streaming media solutions
to suit the needs of its large current client base. Expand Geographically -
Aggressively expand its US and its international sales force and production
capabilities to increase customer base.
Acquisition, Strategic Alliances and Investments - Selectively seek
acquisitions or partnerships in order to enhance capabilities and/or
customer reach.
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Expand Streaming Media Capabilities and Other Services. In recent years the
Company has expanded its services beyond its original video distribution and
live broadcasts services. Video production services, introduced in 1994,
contributed 30% of revenues for fiscal 1999; and research and analysis and audio
production and distribution services, introduced in 1994 and 1996, respectively,
contributed 16% and 5% of revenues for fiscal 1999. The Company developed its
audio services to satisfy the demand of existing clients and to offer its
services to an expanded range of clients. With the PR Data Acquisition in July
1996, the Company expanded its research capabilities and added print news
release distribution services. With the acquisition of Corporate Television
Group, Inc. in June 1997 the Company added strategic video communications
consulting and production services, particularly with regard to crisis
communications. Medialink also developed an exclusive Spanish-language radio
news release service, Radio Noticias, in 1997, for the distribution of ANRs and
RMTs to help its clients reach the rapidly growing Hispanic audience.
The Company introduced digital video and audio distribution services for the
Internet in 1997. The Company digitizes both VNRs and ANRs for clients using its
premium distribution services and posts them along with the appropriate text
that further explains their news on Medialink.com, a multimedia Internet archive
service with hyperlinks to the client's homepage. The clips are also available
via Medialink's password-protected website designed exclusively for journalists.
The Company then produces a synopsis, or advisory, which is distributed to
search engines such as Yahoo!, Infoseek and Lycos. These advisories contain
hyperlinks that allow Internet users to merely click and watch, hear and read
client news.
Internet services expanded greatly over the last two years with the launch of
live webcasting services. Powered by a strategic alliance with Yahoo.com, the
leading distributor and aggregator of streaming video and audio on the Internet,
Medialink provides production, distribution and tracking of live events on the
Web. In tandem with traditional satellite videoconferences or as Web-only
events, these webcasts link companies to their clients, consumers, shareholders,
employees or other crucial audiences live. Medialink also provides creative
counseling to help clients design special web pages and to promote their
activities effectively. Events ranging from product launches and press
conferences to merger announcements and internal seminars have all been produced
for Medialink clients ranging from Dell Computer Corporation to Boeing.
webcasting services increased 500% in 1999 over 1998.
With the acquisitions of UK-based Eye Catchers Press and the US-based WirePix,
Medialink began providing still photography services to its clients. Combining
pre-event consultation with expert photojournalism and digital delivery to
newsrooms and Internet sites, this service offers clients an efficient way to
coordinate their photographic needs with other media-related projects.
Leverage Client Relationships through Cross-Marketing. The Company's client
relationships typically begin with a single project, but often develop to a
point where a client may use several of the Company's services on multiple
occasions. The Company leverages its client relationships by selling its
existing clients additional communications services and providing Medialink's
broadcast services to new clients obtained through acquisition. Clients now look
to Medialink to handle production and distribution of their news in multiple
media, often on an international basis, and retain Medialink to monitor their
communications efforts. Through Medialink Corporate Television, Medialink can
provide "high-end" corporate video intended for use in analyst or client
presentations, board meetings and for a host of other non-broadcast
applications.
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Moreover, Medialink Corporate Television clients now utilize a broad range of
Medialink international, radio, analysis and Internet services. Medialink's
percentage of business from repeat clients has grown to 78%.
The Company also markets its expanded sophisticated research and analysis
service to its clients and makes research-only clients aware of the full range
of broadcast and print services. Because production and research services
require a higher degree of collaboration between the Company and its clients and
are typically delivered over a longer period of time, the Company believes that
these services contribute to developing closer client relationships, thus
increasing the Company's opportunity to sell clients a broader range of services
and to provide opportunities for annual contract-based revenues as well.
New services, such as webcasting (which has benefits for companies seeking
business-to-business communications solutions) and still photography (which is
an integral and affordable service for every public relations and marketing
client) open additional doors to potential clients normally not reached by other
Medialink services.
Continue to Expand Globally. Since the Company established international
operations in London, a substantial portion of the Company's growth has been
from international operations. Over the last two years, through internal growth
and acquisitions, the average growth rate of the Company's revenues from its
international operations was 38%. The Company has expanded and will continue to
expand its client base through aggressive marketing, the establishment of
additional sales offices in the U.S., the expansion of its international
affiliate network, particularly in Asia and the Pacific Rim, and the hiring of
additional personnel.
Pursue Acquisitions and Strategic Alliances. The Company operates within a
fragmented industry that includes competitors that do not have the resources to
take advantage of emerging technologies or to offer a full range of integrated
communications support services. At the same time, the Company believes that its
clients are increasingly demanding a full array of integrated services on a
worldwide basis. The Company believes that these trends will encourage
consolidation within the industry and create opportunities for acquisitions and
strategic alliances. The Company works with a number of companies with whom it
has strategic relationships such as Yahoo! Broadcast Services, which it uses for
video streaming for the Internet, The Associated Press, ABC Radio and more
recently CBS Newsfeed and Fox NewsEdge.
Industry Background
The Company serves a global marketplace. Based on a combination of surveys taken
by the Company and published reports, the Company estimates that it competes in
a market which was approximately $1.2 billion in 1999, considering only the
United States and the United Kingdom. The Company believes that the following
trends have created growing opportunities for its services in domestic and
international markets:
Increasing Importance of Television as a Communications Medium. The average
amount of time that Americans over the age of 18 spend watching television has
increased by 7% over the last five years to 30 hours per week per person and is
projected to grow an additional 5% over the next five years according to a
regularly published industry source. At the same time, the average time spent by
that same group reading newspapers has declined by more than 5% over this period
to 3.17 hours per week and is expected to continue to decline over the next five
years
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according to the same source. In addition, biannual surveys issued by the Roper
organization indicate that more than two-thirds of Americans get most of their
news from television.
Growing Number of Media Outlets. As the number of traditional media outlets
(broadcast, cable television and radio) has increased and as new media outlets
(on-line and Internet) develop, there has also been a proliferation of all-news
networks such as MSNBC and CNN. As a result, while the potential for television
coverage of newsworthy material is growing, organizations and their marketing
communications firms are looking for cost-effective and efficient ways of
reaching all of these media outlets. The Internet, in addition, has probably
been the fastest growing media outlet in history and is rapidly eclipsing cable
news outlets. As an example, five times as many viewers watch MSNBC's website
than view their cable news programming. In addition, 95 percent of business
executives and workers have access to the Web; 75 percent watch video on their
PC screens at work; 66% list news as their most desirable topic.
Outsourcing of Communications Services. At the same time that new technologies
and new media outlets have rendered marketing communications more complex, few
organizations have developed the capacity to provide key marketing
communications services (including video production and distribution and
webcasting) internally. Many organizations have also followed the trend of
reducing their marketing communications staffs and now often outsource these
functions. Outside service providers offer several advantages, including the
ability to reach a greater share of the available media; the avoidance of costs
such as hiring of additional staff; and the opportunity to act quickly by
utilizing the outside service providers' distribution channels that could take
months or years to develop internally.
The Company's Competitive Advantages
The Company believes that it is strategically positioned to benefit from
industry trends because of its ability to provide a wide array of video, audio,
print and Internet production, distribution, monitoring and research services on
a worldwide basis. The Company's competitive advantages include its extensive
operating history with media outlets, key industry relationships, prominent
client base, combination of professional skills, ability to integrate new
technology and worldwide distribution and production capabilities.
Extensive Operating History with Media Outlets. The Company has completed more
than 18,000 projects over the course of its twelve years of operations and, as a
result, has developed strong relationships with both television and radio
newsrooms worldwide. As evidenced by the frequent usage of its news releases by
media outlets, the Company believes that it has developed a reputation as a
reliable producer of newsworthy, broadcast-quality VNRs and ANRs. In addition,
the Company has created a proprietary database of information about more than
720 television stations, more than 2,300 radio stations in the U.S. and over 200
other media outlets worldwide. This database contains historical usage patterns
of the stations, information preferences demonstrated by the stations' news
directors and editors and incorporates underlying demographic data describing
the audiences reached by each station.
Key Industry Relationships. The Company has established strategic relationships
with prominent news distribution and support services companies. For the past
eleven years, the Company has benefited from an arrangement with the Associated
Press ( the "AP") for the use of its dedicated links to newsroom computers at
700 television and more than 200 radio stations in the U.S., to
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notify stations of upcoming video and audio satellite transmissions. This system
is the largest advisory service for satellite-delivered news and is relied upon
by television and radio stations across the U.S. The Company also uses the AP
for audio transmissions by satellite. In addition, through an agreement with ABC
Radio Networks, the Company's audio services reach more than 2,300 radio
newsrooms in the U.S. via the ABC satellite facilities. In March 2000 the
Company signed an exclusive agreement with ABC Data to transmit the text
advisories of Medialink radio projects into more than 2,000 radio newsrooms via
ABC Data. The Company also has an exclusive agreement with ABC Radio
International that makes Medialink the only company able to provide interview
material produced for PR clients to radio networks and stations in 200 countries
via the network. The recorded material from Medialink produced RMTs are
distributed for free with unrestricted use by affiliated stations worldwide.
Medialink primarily monitors domestic television station usage of VNRs, SMTs and
live broadcast events under an agreement with Nielsen Media Research and also
uses Competitive Media Reporting's monitoring services.
More than 100 million personal computers are now video enabled. As more people,
both at the office and at home, turn to the Internet for news, Medialink forged
an important distribution alliance with the leading aggregator and distributor
of streaming video and audio on the Web: Yahoo Broadcast Services (formerly,
broadcast.com). This alliance provides Medialink's heralded production expertise
when public relations webcasts are initiated through Yahoo Broadcast Services.
At the same time, the alliance brings the vast distribution (nearly one million
online video viewers per day) capabilities of Yahoo Broadcast Services to bear
when Medialink initiates a webcast production.
Prominent Client Base. The Company has provided its services to more than 2,200
clients worldwide. The Company has developed client relationships with such
companies as AT&T, Columbia Pictures, Dell Computer, Federal Express, Pfizer
Pharmaceuticals, Kraft Foods, Miller Brewing, Hasbro, Intel, MCI and Toyota. The
Company also works with the world's largest public relations firms,
not-for-profit organizations and government entities. The clients for the
Company's research and analysis services include corporations such as GTE,
General Motors, Kraft Foods, AT&T, Miller Brewing and Andersen Consulting.
Assignments from existing clients represented a significant portion of the
Company's revenues for fiscal 1998 and fiscal 1999, accounting for 76% and 78%,
respectively. The Company believes that the prominence of its client base
enhances its reputation among news professionals and helps it attract new
clients.
Combination of Professional Skills. The Company's staff is comprised of
professionals from the fields of public and investor relations, broadcast and
print journalism, production, distribution and New Media technology and media
and marketing research. This combination of skills enhances the Company's
understanding of the communications services industry and has enabled the
Company to develop its wide-ranging expertise. The public relations skills of
its staff help the Company to effectively articulate the messages that its
clients want to communicate. The broadcast and print journalism background of
its employees provides the Company with the ability to translate the messages
into video and audio content in a broadcast style that is familiar to the news
media and that can be easily integrated into news programming. The production
and distribution technology background of the Company's operations staff
contributes a broad understanding of newsrooms' technical requirements as well
as the changing world of the Internet, which enables the Company to adapt its
services to changes in hardware and transmission systems. The media and
marketing background of the Company's research personnel enables Medialink to
integrate sophisticated market research techniques into its services.
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Ability to Integrate New Technology. The Company's ability to integrate new
technology into its services significantly enhances its high quality,
cost-effective services worldwide. Medialink adapts and implements new
technology through internal development and deployment, strategic alliances and
marketing and vendor agreements. The Company continuously monitors technological
developments that have the potential to enhance the value of its services. The
Company has developed its Internet webcasting services which allows selected
audiences (employees, shareholders and trade media, for example) to view events
such as merger/acquisition announcements, press conferences or videoconferences
on their PCs.
Worldwide Distribution and Production. The Company offers its services on a
worldwide basis through all of its offices and through a network of 18
affiliates. The affiliates are independently owned companies which possess
production and marketing capabilities as well as demonstrated working
relationships with local media. All affiliates are trained in the Company's
methods of operation. In Asia, the Pacific Rim, South Africa and Latin America,
the affiliates market the Company's services and provide the Company's clients
with production, distribution and monitoring services. In Europe, the affiliates
market the Company's services to their own clients and provide production
services for the Company's clients.
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Medialink Services
The Company offers its clients a wide array of services which may be purchased
individually or in a customized package.
<TABLE>
<CAPTION>
Video Services Audio Services Internet Research/Analysis
-------------- -------------- -------- -----------------
<S> <C> <C> <C>
o Video News Release o Radio Media Tours o Cyber Media o Competitive
Distribution and Tours Analysis
Monitoring: Domestic
International o Audio News o Webcasting o News Coverage
Release Analysis
Distribution and
Monitoring:
o Electronic Press Kits Domestic o Web Releases o Campaign
International Effectiveness
o Live Broadcasts: o Audio Conferences o Newstream o Performance
Satellite Media Tours Benchmarking
Special Event Broadcasts o WirePix
Video Conferences Distribution
o Video News Release o Syndicated
Production: Domestic And Other Services Research Studies
International ------------------
o Public Service o Still o Media Audits
Announcements Photography &
o Corporate Videos Digital
Distribution
o Press Release o Strategic
Distribution Communications
Consulting and
Crisis
</TABLE>
Video Services
The Company offers various production and distribution video services. Each of
the Company's video distribution services is composed of a combination of three
basic elements: notification, distribution and monitoring. Notification is the
process of informing newsrooms that material will be available, when it will be
available and how it will be delivered. Distribution is the process of
delivering the material, usually by satellite. Monitoring is the process of
collecting data on its usage and analyzing and reporting that usage back to the
client.
Video News Release Distribution. VNRs are the video equivalents of a
conventional press release and are used for the same purposes, such as to
introduce a new product or service, explain a technological breakthrough,
communicate during a crisis or advocate a position on an issue of public
concern. VNRs are produced on deadlines ranging from a few hours to a few weeks.
VNRs are distributed to broadcasters and formatted in broadcast-news style for
easy integration, in complete or edited form, into television and cable news
programs. A VNR package (fully narrated story with announce track) usually runs
from 90 seconds to two minutes. A VNR package also includes, in certain cases,
B-roll (supplemental video to help the television news producer customize the
story for local news), which may also be distributed separately.
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Video News Release Production. The Company also produces VNRs. The VNR
production process begins with a consultation between the client and a Company
producer following which the producer and the client agree on the concept, a
deadline and a production budget. The producer prepares a script, schedules a
freelance camera crew, edits the videotape and submits it for client approval
prior to distribution.
Electronic Press Kits. The Company also produces and distributes Electronic
Press Kits (EPKs) for entertainment clients. EPKs are longer version VNRs
promoting upcoming feature films and home video cassettes that are distributed
to entertainment reviewers and reporters at television stations for airing as
part of their film reviews. EPKs include a trailer previewing scenes from the
film, location shots of the film sets and interviews of the stars and director.
Live Broadcast Services. Live broadcast services include Satellite Media Tours
(SMTs), news conferences and special-event broadcasts. SMTs consist of a
sequence of one-on-one satellite interviews with a series of pre-booked
television reporters typically at 12 to 20 stations across the country or around
the world. Typical SMT applications include, among others, an interview with a
celebrity or author promoting an upcoming event, product, movie or book release.
SMTs generally are conducted from a studio but can originate from remote
locations. SMTs may be aired live by the television station or recorded for
later airing. Other live broadcast services include interviews, news conferences
and interactive videoconferences.
Internet Services
According to a Pew Center report, issued in January 1999, the Internet now
serves as a primary source of news for 25% of all American adults. That figure
is growing rapidly. According to the sixth annual Middleburg/Ross study, 93% of
newspapers and magazines have online news sites; 73% of all journalists search
online; 52% of all journalists use the Internet to find graphics and images -
almost double from the same period last year; and 21% of newspapers and 25% of
magazines allow their online sites to scoop their print editions. Medialink
provides its clients with services aimed at capturing that growing audience.
CNN.com draws 2.7 million unique visitors daily; CNN cable draws 450,000 viewers
in the 5:00PM time slot, 545,000 viewers in the 11:00PM time slot. Eight out of
the top ten websites are video enabled. Nearly all major news online business
units are building video studios with streaming capabilities.
Video/Audio on NewStream. Clients who engage Medialink for production or
distribution of a VNR or ANR can extend the reach of their news by posting the
project on NewStream.com, Medialink's video and audio news website. Medialink
digitizes the video and audio, creates a dedicated page for each individual
project, and hyperlinks it to and from the client's website. The project is also
promoted to search engines and Internet news sites to further maximize exposure.
At the end of 1999, more than 7,000 online multimedia journalists had registered
for Newstream.com, representing over 6,000 online news sites.
Webcasting. Video and audio of a live event such as a press conference or
corporate announcement are digitized and streamed onto the Internet by
Medialink. Selected audiences, employees, investors and journalists, for
example, are notified of the event in advance and can view the webcast live from
their desktops. The initial webcast of Newstream.com, as an example, attracted
more than 5,000 viewers and 140 people asked questions.
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Audio Services
Audio News Releases. ANRs are used for the same purposes as VNRs. ANRs are
distributed to radio stations for news, public affairs, radio programs and
stand-alone features. ANRs are produced on deadlines ranging from less than an
hour to several days. ANRs are produced for easy integration into a station's
programming and are formatted for their use in complete or edited form. Usage
monitoring is conducted by telephone surveys, traditional clipping services that
monitor radio news in selected major markets and an automated digital telephone
retrieval system.
Radio Media Tours. Medialink also offers RMTs, which are similar to SMTs and
consist of a sequence of one-on-one interviews with an author, performer,
executive or other spokesperson for a series of pre-booked radio stations across
the country or around the world. RMTs generally are conducted by telephone,
either from a studio, or as a conference call, often in conjunction with a SMT.
Research and Analysis Services
Through its Delahaye Medialink Communications Research division, the Company
provides customized studies which clients use to gauge the effectiveness of
their public relations efforts. Based on data provided by electronic monitoring
and press clipping services, the Company uses statistical analyses to measure
the quantity and quality of the client's print and broadcast news coverage. The
reports include a digest of newspaper, magazine and broadcast coverage;
circulation and viewership totals; a qualitative scoring of the tone and content
of the coverage; and, upon request, an estimate of the price that equivalent
exposure would have cost if paid advertising were used.
Medialink also offers interpretive analyses that provide an overall appraisal of
the efficiency and impact of a client's communications efforts; a comparison of
the client's news coverage with that of its competitors; a benchmark against
which future efforts can be measured; and a gauge of return on investment for
marketing communications programs. In some cases the Company conducts field
research, interviewing journalists to ascertain their attitudes toward a client
company. Certain projects require the Company to survey the public to determine
how a client's reputation may have been affected by the client's public
relations efforts. Clients use these reports to continually refine their public
relations programs.
Other Broadcast Services
Medialink's other services include production and distribution of Public Service
Announcements (PSAs), distribution of photographs and other graphic material to
television stations and the distribution of conventional press releases. PSAs
are video messages in the public interest, generally produced for non-profit
organizations, which are aired by television stations as a public service. The
Company also transmits still photos or graphics that are distributed with a
press release to visually enhance the story and are used as illustrations in
newscasts while a news
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announcer reads the story. Medialink also provides print distribution services,
which include the distribution of conventional press releases via facsimile and
mail.
Distribution and Monitoring Systems
Video. The Company provides VNR notification advisories to U.S. television
newsrooms through the AP Express/Medialink Newswire, as well as an Internet site
dedicated to newsrooms, medialinknewsnow.com. These notification advisories
include a description and script of the VNR, as well as the technical satellite
transmission information needed by stations to receive the material. Medialink
typically distributes the VNR by satellite transmission or by fiber optic cable.
To monitor domestic broadcasts of VNRs, the Company encodes each transmission
using technologies provided by Nielsen Media Research and Competitive Media
Reporting. This encoding enables Nielsen Media Research and Competitive Media
Reporting to electronically monitor the broadcasts. Monitoring data is then
analyzed by the Company and combined with relevant additional information
collected by Medialink, audience ratings from Nielsen Media Research and
audience demographics. Medialink packages this information for the client into
daily monitoring reports for the first five days after a VNR is distributed.
Reports are then provided on a weekly basis for the next three weeks and a final
comprehensive report is presented to the client five weeks after the VNR's
distribution.
The Company coordinates international distribution through its London office.
Notification advisories are provided by broadcast fax and telephone.
Distribution is primarily by satellite, although most international VNR
distributions also require cassette delivery by overnight courier. The Company
monitors international broadcasts through a combination of telephone surveys and
analysis of clipping services data.
The Company uses the AP Express/Medialink Newswire, faxes and telephone calls to
notify television stations of the availability of a SMT. SMTs are conducted by
satellite. The Company's media relations department schedules interviews with
each of the stations participating in the SMT. SMTs are monitored in the same
manner as are VNRs.
Audio. The Company uses the AP Express/Medialink Radio Newswire, ABC Newswire,
broadcast fax and telephone calls, as appropriate, to notify more than 2,700
radio stations. This group of stations includes all radio stations with
significant news or talk-centered programming. Medialink uses the satellite
transmission facility of the AP and ABC Radio Networks to transmit ANRs and
generic RMT interviews to stations that subscribe to these services.
Medialink has an agreement with ABC Radio for the satellite transmission of
ANRs. ABC Radio offers this service on a common-carrier basis, which allows for
the receipt of this material by ABC Radio network affiliates and otherwise
unaffiliated stations. Medialink also has an exclusive agreement with the AP
allowing for the transmission of ANRs to AP affiliated stations. Medialink also
stores and distributes ANRs on a digital system that can be called by radio
stations using a toll-free number. ANR monitoring is performed by telephone
surveys, by analyzing data provided by third party monitoring services and
tabulating station calls to the digital system.
The Company distributes RMTs in the U.S. by telephone. The scheduling of
interviews with stations is arranged by the Company's media relations
department. RMTs are monitored by the
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Company in the same manner as it monitors ANRs. The Company has an exclusive
agreement with ABC Radio International, making Medialink the only company to
provide interview material produced for PR clients to radio networks and
stations in 200 countries via the network. The recorded material from Medialink
RMTs is distributed for free with unrestricted use by affiliated stations
worldwide.
Sales and Marketing
As of December 31, 1999 the Company employed a team of 62 sales, marketing and
sales support personnel in nine U.S. offices and two offices in London. Services
are also marketed internationally by the Company's 18 affiliates located in
Europe, Asia, the Pacific Rim, South Africa and Latin America. Each salesperson
receives a base salary and is compensated through a commission structure that is
based on sales volume and profitability. Each salesperson participates in
ongoing training programs in sales techniques and communications technology. The
sales force concentrates on cultivating long-term relationships with clients.
Certain sales personnel specialize in particular industries, such as the
pharmaceutical or entertainment industries, developing an in-depth knowledge of
the industry. The support personnel screens prospects so that the sales
personnel can focus their efforts on presenting the Company's services in an
appropriate manner. Sales personnel are trained to represent all of the
Company's service offerings and are encouraged to create opportunities to sell
multiple services.
The Company's marketing programs are designed to position the Company as a
leading provider of integrated video, audio and research services.
Company-sponsored workshops, typically attended by 60 clients and potential
clients, are central to the Company's marketing efforts. At these workshops,
outside authorities and Company personnel make presentations concerning current
developments in the news and public relations industries. In addition, the
Company is able to discuss its services and demonstrate how these services can
serve the needs of workshop attendees. The workshops are held around the world
and cover such subjects as combining radio and television techniques;
international opportunities; and obtaining news exposure for health and medical
projects. Management believes that these workshops are an efficient way to
strengthen the bonds between its sales force and its clients, and that this has
contributed to the consistently high average revenues per salesperson/sales
assistant of $823,000 in 1998 and $820,000 in 1999. The Company also uses its
brochures, videotapes, advertisements in trade publications and its websites as
marketing tools.
Competition
The markets for the Company's services are highly competitive. The principal
competitive factors affecting the Company are its effectiveness, reliability,
price, technological sophistication and timeliness. Numerous specialty companies
compete with the Company in each of its business lines although no single
company competes across all service lines. Many of the Company's competitors or
potential competitors have longer operating histories, longer client
relationships and significantly greater financial, management, technological,
sales, marketing and other resources than the Company. In addition some clients
could internally perform all or certain of the services provided by the Company
rather than outsourcing such services.
The Company expects that competition will increase substantially as a result of
industry consolidations and alliances, as well as through the emergence of new
competitors. The
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Company believes that the market for communications services may become
increasingly concentrated in the future as a result of the acquisition and
integration of smaller service providers, which are likely to permit many of the
Company's competitors to devote significantly greater resources to the
development and marketing of new competitive products and services. There can be
no assurance that existing or future competitors will not develop or offer
services that provide significant performance, price, creative or other
advantages over those offered by the Company. The Company could face competition
from companies in related communications markets that could offer services that
are similar or superior to those offered by the Company. In addition, national
and regional telecommunications providers could enter the market with materially
lower electronic delivery costs, and radio and television networks could also
begin transmitting business communications separate from their news programming.
The Company's ability to maintain and attract clients depends to a significant
degree on the quality of services provided and its reputation among its clients
and potential clients as compared to that of competitors. There can be no
assurance that the Company will not face increased competition in the future or
that such competition will not have a material adverse effect on the Company's
business, operating results and financial condition.
Employees
As of December 31, 1999, the Company had approximately 270 employees including
152 in client services, 62 in sales and marketing and 56 in administration.
Included in administration were executives and employees in new services
development aggregating 8. None of the Company's employees is represented by a
labor union. Management believes that its employee relations are good. The
Company also engages on a part-time, project-by-project basis, independent
production crews at various locations worldwide. These crews have the skills,
training and experience which the Company requires for its production services.
The Company's staff of professionals comes from a variety of backgrounds in the
fields of public and investor relations, broadcast and print journalism,
production and distribution technology, photojournalism, new media design and
applications, and media and marketing research. As a result of downsizing in the
broadcast journalism industry, the Company has been able to attract experienced
personnel from this industry. The Company seeks and hires staff with appropriate
credentials and relevant experience in the fields of journalism, media and
marketing, video/audio/new media production, satellite and Internet
distribution, research and analysis, photojournalism, and public and investor
relations services. Personnel have experience with organizations including ABC
News, CBS News, Reuters New Media, the BBC, Time Warner, Dow Jones, The New York
Times, BPI Communications, Viacom, PR Newswire, Knight Ridder, United Press
International, CNBC, The Times of London and Edelman Public Relations Worldwide.
The Company, a Delaware corporation, was incorporated in 1986.
ITEM 2. PROPERTIES.
The Company's New York City headquarters consist of approximately 17,800 square
feet of leased space and the Company's international office located in London,
England, consists of approximately 8,000 square feet of leased space. The
Company also maintains leased offices in New York, New York; Washington, D.C.;
Los Angeles and San Francisco, California; Chicago, Illinois; Norwalk,
Connecticut; Dallas, Texas; Atlanta, Georgia and Portsmouth, New
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Hampshire. The Company believes that its facilities are adequate to meet its
current requirements.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is traded on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
under the symbol MDLK. The following table sets forth the high and low closing
sales prices per share of the Company's common stock on the NASDAQ National
Market System for the periods indicated:
Quarter Ended Low High
------------- --- ----
Quarter ended March 31, 1998 11-3/4 21
Quarter ended June 30, 1998 17-5/8 27-3/4
Quarter ended September 30, 1998 14-5/8 23-7/8
Quarter ended December 31, 1998 13-5/8 22-1/2
Quarter ended March 31, 1999 10 17
Quarter ended June 30, 1999 14 19-1/2
Quarter ended September 30, 1999 10-1/4 21-7/8
Quarter ended December 31, 1999 4-7/8 10-5/8
As of December 31, 1999, there were approximately 2,565 holders of record of the
Company's common stock.
The Company has not paid, and does not anticipate paying for the foreseeable
future, any dividends to holders of its common stock. The declaration of
dividends by the Company in the future is subject to the sole discretion of the
Company's Board of Directors and will depend upon the operating results, capital
requirements and financial position of the Company, general economic conditions
and other pertinent conditions or restrictions relating to any financing.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data have been derived from the
Company's audited consolidated financial statements. The information below
should be read in conjunction with the consolidated financial statements and
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this Annual Report on Form
10-K.
Certain acquisitions occurring in 1999, 1998 and 1997 have been accounted for
under purchase accounting and accordingly, are only reflected herein for dates
and periods on and after the respective dates of acquisition. Additionally, all
of the balances have been restated to reflect the merger with The Delahaye
Group, Inc. which was accounted for as a pooling. See Note 3 of the Company's
Consolidated Financial Statements.
<TABLE>
<CAPTION>
For the Years Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In thousands, except per share data)
Operating Data:
<S> <C> <C> <C> <C> <C>
Revenues $44,614 $43,511 $30,779 $18,911 $12,992
Gross profit 29,277 27,584 19,636 11,946 7,795
Selling general and administrative
expense 26,158 23,375 16,161 10,331 7,163
Earnings before interest, taxes,
depreciation and amortization 5,483 6,112 4,535 2,016 866
Operating income 3,119 4,209 3,475 1,615 632
Income before provision for
income taxes 3,339 4,548 3,865 1,552 594
Net income 1,992 2,335 2,475 904 262
Diluted earnings per share $ 0.34 $ 0.39 $ 0.44 $ 0.25 $ 0.07
Balance Sheet Data:
Working capital $11,117 $13,943 $14,490 $ 1,161 $ 1,823
Assets 36,982 33,293 30,377 9,419 5,529
Long-term debt, net 233 779 687 748 292
Stockholders' equity $29,887 $26,340 $22,506 $ 3,660 $ 2,647
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition, which was accounted for as a pooling of interests, was completed
through the issuance of 185,666 shares of Medialink common stock valued at
approximately $2,800,000. Accordingly, the following management's discussion and
analysis includes the combined results of operations, financial position and
cash flows as though Delahaye was part of Medialink for all periods presented.
In connection with the acquisition, the Company recorded a charge to operating
expenses in the first quarter of 1999 of approximately $350,000 for direct and
other acquisition-related costs pertaining to the transaction. Also, net income
for the year ended December 31, 1998 included a non-recurring non-cash charge on
the financial statements of Delahaye of approximately $450,000 ($266,000, net of
applicable income taxes) which represented a compensation charge related to
certain employee stock options issued by Delahaye.
Fiscal Year 1999 as Compared to Fiscal Year 1998
Revenues increased by $1.10 million, or 3%, from $43.51 million in fiscal year
ended 1998 ("1998") to $44.61 million in fiscal year ended December 31, 1999
("1999"). Revenues from distribution services increased by $410,000, from
production services $1.75M and from Research $490,000. Revenues from live
broadcast services decreased by $1.54M, primarily as a result of the shift from
broadcast quality video conferences to lower-priced webcasts. Medialink believes
that this shift to webcasting will continue, but that the volume of webcasting
projects in the future will offset the significantly lower price per project of
webcasting as compared with video conferences.
Direct costs decreased by $590,000, or 4%, from $15.93 million in 1998 to $15.34
million in 1999. Direct costs as a percentage of revenue was 34% and 37%,
respectively, in 1999 and 1998. The improvement in gross profit margin in 1999
was primarily as a result of the more favorable service mix. The Company's
distribution and research services which have a higher gross margin than its
other services contributed 56% of revenue in 1999 as compared with 55.3% in
1998. In addition, gross margins improved on the Company's production services.
Selling, general and administrative expenses, which include the Company's salary
and salary-related costs ("Salaries"), increased by $2.78 million or 12%, from
$23.38 million in 1998 to $26.16 million in 1999. Selling, general and
administrative expenses as a percentage of revenues were 59% and 54% for 1999
and 1998, respectively. The increase was due primarily to an increase in
Salaries, which increased by $2.34 million in 1999 and also the Company's
accelerated investments in Newstream.com (a service for distributing clients'
news to online newsrooms), Teletrax and NewsIQ.
As a result of the above, earnings before interest, taxes, depreciation and
amortization ("EBITDA") decreased by $629,000, or 10%, from $6.11 million in
1998 to $5.48 million in 1999. As a percentage of revenue, EBITDA in 1999 was
12% as compared with 14% in 1998.
Depreciation and amortization expense, which is included in selling, general and
administrative expenses, increased by $461,000, or 24%, from $1.90 million in
1998 to $2.36 million in 1999. The increase was primarily due to amortization
expense of intangible assets arising from the Company's various acquisitions.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
As a result of the foregoing, operating income decreased by $1.09 million, or
26%, from $4.21 million in 1998 to $3.12 million in 1999. As a percentage of
revenue, operating income in 1999 was 7% as compared with 10% in 1998.
Interest income, net of interest expense decreased by $118,000 from $338,000 in
1998 to $220,000 in 1999. The decrease was primarily due to the Company
maintaining lower average balances in cash and cash equivalents in 1999 as
compared to 1998, less the decrease in interest expense resulting from the
pay-off of various debt balances in March 1999.
Income tax expense was calculated using Medialink's effective tax rates of 40%
in 1999 and 49% in 1998. The decrease in the rate reflects the acquisition of
Delahaye which was accounted for as a pooling. Through March 12, 1999, Delahaye
was treated as an S-Corporation for tax purposes, and all profits and losses
flowed directly to the shareholder. For 1998 Delahaye had a net loss of
approximately $990,000 for which the Company received no tax benefit.
Net income decreased by $342,000 or 15%, from $2.33 million in 1998 to $1.99
million in 1999. Diluted earnings per share decreased by $0.05 or 13% from $0.39
per share in 1998 to $0.34 per share in 1999.
Fiscal Year 1998 as Compared to Fiscal Year 1997
Revenues increased by $12.73 million, or 41%, from $30.78 million in fiscal year
ended 1997 ("1997") to $43.51 million in 1998, primarily due to increased sales
of production services, which increased by $5.51 million, distributions
services, which increased by $5.20 million, live broadcast services, which
increased by $844,000 and other services, primarily research, which increased by
$1.18 million. In addition, included in the increase in production and live
broadcast revenue is approximately $7.10 million from the Medialink Corporate
Television Division which acquired certain assets of Corporate TV Group, Inc.
("CTV") on June 16, 1997. Medialink believes that the remaining increase in
revenue is the result of the Company's growth in its sales and marketing team,
its ability to provide clients with a broader array of services and the
Company's various acquisitions.
Direct costs grew by $4.78 million, or 43%, from $11.14 million in 1997 to
$15.93 million in 1998. Direct costs as a percentage of revenue was 37% and 36%,
respectively, in 1998 and 1997.
Selling, general and administrative expenses, which include Salaries, increased
by $7.21 million or 45%, from $16.16 million in 1997 to $23.38 million in 1998.
Selling, general and administrative expenses as a percentage of revenues were
54% and 53% for 1998 and 1997, respectively. Salaries increased by $3.99 million
in 1998, which includes an increase in Salaries of $913,000 relating to a full
year from the CTV operations. The balance of the increase in Salaries was due
primarily to the growth of Medialink's sales and operations staff in response to
increased demand for its services and the Company's various other acquisitions.
EBITDA increased by $1.58 million, or 35%, from $4.54 million in 1997 to $6.11
million in 1998. As a percentage of revenue, EBITDA in 1998 was 14% as compared
with 15% in 1997.
Depreciation and amortization expense, which is included in selling, general and
administrative expenses, increased by $841,000, or 79%, from $1.06 million in
1997 to $1.90 million in 1998.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
The increase was primarily due to amortization expense of intangible assets
arising from the Company's various acquisitions.
As a result of the foregoing, operating income increased by $734,000, or 21%,
from $3.48 million in 1997 to $4.21 million in 1998. As a percentage of revenue,
operating income in 1998 was 10% as compared with 11% in 1997.
Interest income, net of interest expense decreased by $52,000 from $390,000 in
1997 to $338,000 in 1998. The decrease was primarily due to the Company
maintaining lower average balances in cash and cash equivalents in 1998 as
compared to 1997.
Income tax expense was calculated using Medialink's effective tax rates of 49%
in 1998 and 36% in 1997. The increase in the rate reflects the acquisition of
Delahaye which was accounted for as a pooling. Through March 12, 1999, Delahaye
was treated as an S-Corporation for tax purposes, and all profits and losses
flowed directly to the shareholder. For 1998 Delahaye had a net loss of
approximately $990,000 for which the Company received no tax benefit. For 1997
Delahaye had a net income of approximately $100,000 for which the Company did
not incur any tax charge.
Net income decreased by $140,000 or 6%, from $2.47 million in 1997 to $2.33
million in 1998. Diluted earnings per share decreased by $0.05 or 11% from $0.44
per share in 1997 to $0.39 per share in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Medialink has financed its operations primarily through cash generated from
operations. Cash flow provided by operating activities amounted to $333,000 and
$2.85 million in 1999 and 1998, respectively. Capital expenditures which are
primarily incurred to support Medialink's sales and operations were $1.42
million in 1999 and $1.34 million in 1998. Medialink has no capital expenditure
plans other than in the ordinary course of business.
On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC, doing business as Newstream.com. Each member
made an initial capital contribution of $2.00 million, plus acquisition costs.
The Company accounts for its interest in Newstream.com under the equity method.
During 1999 the Company also made various acquisitions with an aggregate cash
payment of approximately $1.80 million.
During 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)655,000 (approximately $1.07 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.
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ITEM 7. 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. During 1999 Medialink made cash payments of approximately
$134,000 as additional consideration for the Eye Catchers Press acquisition.
In June 1997 Medialink acquired certain assets of CTV. The initial purchase
price of $4.18 million was paid $3.55 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 cash and Medialink common stock, as specified in the agreement. During
1999 and 1998 Medialink made cash payments of approximately $715,000 and $1.21
million, respectively, as additional consideration for the CTV acquisition.
During 1999 the Company entered into a three year line of credit facility with a
financial institution allowing the Company to borrow up to $10 million.
As at December 31, 1999 Medialink had $3.88 million in cash and cash equivalents
as compared with $8.59 million as at December 31, 1998. The decrease in cash and
cash equivalents resulted primarily from the Company's various acquisitions,
investment in joint venture and purchases of property and equipment, less cash
provided by a line of credit. As at December 31, 1999, long-term debt was
$233,000.
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.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Debt
We believe that our market risk exposures associated with our outstanding debt
is immaterial since the carrying value of our variable rate debt obligations
approximates fair value as the market rate is based on the 30 day commercial
paper rate. Our fixed rate debt obligations are not material.
Foreign Operations
In the normal course of business, the Company is exposed to the effect of
foreign exchange rate fluctuations on the United States dollar value of its
foreign subsidiaries' results of operations and financial condition. At December
31, 1999, the Company's primary foreign currency market exposure was the British
pound.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
With the exception of the historical information contained in this Form 10-K,
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 control of Medialink referred to in its registration statement
and periodic reports filed with the Securities and Exchange Commission.
EFFECTS OF NEWLY-ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts, and for hedging
activities. During June 1999, SFAS No. 137 was issued which delayed the
effective date of SFAS No. 133 to January 1, 2001. The Company has not yet
determined the impact of adopting SFAS No. 133, as amended.
INFLATION
Inflation has not had, nor does the Company anticipate it having, a significant
impact on the Company's current and future operations.
23
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following audited consolidated financial statements and related report are
set forth in this Annual Report on Form 10-K on the following pages:
Independent Auditors' Report F-1
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998 F-2
Consolidated Statements of Operations for the Years
Ended December 31, 1999, December 31,
1998 and December 31, 1997 F-3
Consolidated Statements of Stockholders' Equity for
the Years Ended December 31, 1999,
December 31, 1998 and December 31, 1997 F-4
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1999, December 31, F-5 1998
and December 31, 1997 F-5
Notes to Consolidated Financial Statements F-6
24
<PAGE>
Independent Auditors' Report
The Board of Directors
Medialink Worldwide Incorporated
We have audited the accompanying consolidated balance sheets of Medialink
Worldwide Incorporated and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Medialink Worldwide
Incorporated and Subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999 in conformity with generally accepted accounting
principles.
KPMG LLP
March 17, 2000
New York, New York
F-1
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents (Note 1) $ 3,883,708 $ 8,593,392
Accounts receivable, net of allowance for
doubtful accounts of $310,622 and $ 221,401 12,663,847 10,188,675
Prepaid expenses and other current assets 1,303,090 1,248,917
Deferred tax assets (Notes 1 and 10) 128,000 86,000
------------ ------------
Total current assets 17,978,645 20,116,984
------------ ------------
Property and equipment, net (Notes 1 and 2) 3,452,324 2,621,293
Goodwill, customer list and other intangibles,
net of accumulated amortization
of $3,484,117 and $1,933,962 11,524,386 9,543,871
Investment in joint venture (Note 3) 2,002,032 --
Deferred tax assets (Notes 1 and 10) 715,000 463,000
Other assets 1,309,805 547,650
------------ ------------
Total assets $ 36,982,192 $ 33,292,798
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt (Note 5) $ 128,517 $ 213,831
Borrowings on credit facilities 2,000,000 200,000
Accounts payable 2,670,676 2,209,583
Accrued expenses and other current liabilities (Note 9) 1,590,778 2,345,315
Income taxes payable 472,372 1,205,703
------------ ------------
Total current liabilities 6,862,343 6,174,432
Long-term debt, net of current portion (Note 5) 182,831 689,633
Note payable - stockholder 50,000 88,664
------------- ------------
Total liabilities 7,095,174 6,952,729
------------- ------------
Stockholders' Equity (Note 6):
Common stock; $.01 par value. Authorized 15,000,000 shares;
issued and outstanding
5,636,859 shares in 1999 and 5,482,077 shares in 1998 56,369 54,821
Additional paid-in capital 23,506,200 21,860,924
Retained earnings 6,516,357 4,523,873
Accumulated other comprehensive income (191,908) (99,549)
------------ ------------
Total stockholders' equity 29,887,018 26,340,069
------------ ------------
Total liabilities and stockholders' equity $ 36,982,192 $ 33,292,798
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
F-2
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Revenues $ 44,614,200 $ 43,511,103 $ 30,779,272
Direct costs 15,337,053 15,926,745 11,142,906
------------ ------------ ------------
Gross Profit 29,277,147 27,584,358 19,636,366
Selling, general and administrative expenses 26,157,893 23,375,018 16,161,046
------------ ------------ ------------
Operating income 3,119,254 4,209,340 3,475,320
Interest expense (49,508) (112,026) (106,964)
Interest income 269,738 450,268 496,482
------------ ------------ ------------
Income before income taxes 3,339,484 4,547,582 3,864,838
Provision for income taxes (Notes 1 and 10) 1,347,000 2,213,000 1,390,214
------------ ------------ ------------
Net income $ 1,992,484 $ 2,334,582 $ 2,474,624
============ ============ ============
Net income attributable to common stockholders $ 1,992,484 $ 2,334,582 $ 2,447,970
============ ============ ============
Basic earnings per share $ 0.36 $ 0.43 $ 0.50
============ ============ ============
Diluted earnings per share $ 0.34 $ 0.39 $ 0.44
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Series A, 10%
Cumulative Convertible
Common stock Preferred Stock
------------------------- ------------------------
Number of Number of
Shares Par Value Shares Par Value
-------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 1,092,743 $ 10,928 655,417 $ 983,126
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Conversion of preferred stock to
common shares 2,111,669 21,116 (655,417) (983,126)
Issuance of common stock in connection
with initial public offering, net of offering
costs and underwriter's fees 2,000,000 20,000 -- --
Stock options exercised 66,650 667 -- --
Issuances of common stock in connection
with acquisitions of businesses 67,454 674 -- --
--------- --------- --------- ---------
Balance at December 31, 1997 5,338,516 53,385 -- --
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Stock options exercised 73,625 736 -- --
Issuances of common stock in connection
with acquisitions of businesses 69,936 700 -- --
--------- --------- --------- ---------
Balance at December 31, 1998 5,482,077 54,821 -- --
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Stock options exercised 80,277 803 -- --
Issuances of common stock in connection
with acquisitions of businesses 74,505 745 -- --
--------- --------- --------- ---------
Balance at December 31, 1999 5,636,859 $ 56,369 -- $ --
========= ========= ========= =========
</TABLE>
(Consolidated Statement of Stockholders' Equity Continued)
<TABLE>
<CAPTION>
Series B, 10% Series C, 10%
Cumulative Convertible Cumulative Convertible
Preferred Stock Preferred Stock
--------------------------- --------------------------
Number of Number of
Shares Par Value Shares Par Value
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 475,185 $ 641,500 629,130 $ 1,730,107
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Conversion of preferred stock to
common shares (475,185) (641,500) (629,130) (1,730,107)
Issuance of common stock in connection
with initial public offering, net of offering
costs and underwriter's fees -- -- -- --
Stock options exercised -- -- -- --
Issuances of common stock in connection
with acquisitions of businesses -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1997 -- -- -- --
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Stock options exercised -- -- -- --
Issuances of common stock in connection
with acquisitions of businesses -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1998 -- -- -- --
Comprehensive income:
Net income -- -- -- --
Foreign currency translation adjustment -- -- -- --
Total comprehensive income
Stock options exercised -- -- -- --
Issuances of common stock in connection
with acquisitions of businesses -- -- -- --
--------- ----------- ----------- -----------
Balance at December 31, 1999 -- $ -- -- $ --
========= =========== =========== ===========
</TABLE>
(Consolidated Statements of Stockholders' Equity Continued)
<TABLE>
<CAPTION>
Accumulated Other
Retained Comprehensive
Additional Earnings / Income - Foreign Total
Paid-In (Accumulated Currency Translation Stockholders'
Capital Deficit) Adjustment Equity
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $ 640,051 $ (285,333) $ (60,457) $ 3,659,922
------------
Comprehensive income:
Net income -- 2,474,624 -- 2,474,624
Foreign currency translation adjustment -- -- (18,342) (18,342)
------------
Total comprehensive income 2,456,282
Conversion of preferred stock to
common shares 3,333,617 -- -- --
Issuance of common stock in connection
with initial public offering, net of offering
costs and underwriter's fees 15,569,183 -- -- 15,589,183
Stock options exercised 115,684 -- -- 116,351
Issuances of common stock in connection
with acquisitions of businesses 683,606 -- -- 684,280
------------ ------------ ------------ ------------
Balance at December 31, 1997 20,342,141 2,189,291 (78,799) 22,506,018
------------
Comprehensive income:
Net income -- 2,334,582 -- 2,334,582
Foreign currency translation adjustment -- -- (20,750) (20,750)
------------
Total comprehensive income 2,313,832
Stock options exercised 283,366 -- -- 284,102
Issuances of common stock in connection
with acquisitions of businesses 1,235,417 -- -- 1,236,117
------------ ------------ ------------ ------------
Balance at December 31, 1998 21,860,924 4,523,873 (99,549) 26,340,069
------------
Comprehensive income:
Net income -- 1,992,484 -- 1,992,484
Foreign currency translation adjustment -- -- (92,359) (92,359)
------------
Total comprehensive income 1,900,125
Stock options exercised 539,511 -- -- 540,314
Issuances of common stock in connection
with acquisitions of businesses 1,105,765 -- -- 1,106,510
------------ ------------ ------------ ------------
Balance at December 31, 1999 $ 23,506,200 $ 6,516,357 $ (191,908) $ 29,887,018
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
F-4
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 998 1997
---- --- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,992,484 $ 2,334,582 $ 2,474,624
------------ ------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,362,941 1,901,507 1,060,445
Deferred income taxes (294,000) (260,000) (169,610)
Loss on disposition of automobile -- -- 6,202
Equity loss from joint venture 233,837 -- --
Changes in assets and liabilities, net of acquisitions:
Accounts receivable (2,430,210) (800,575) (4,258,186)
Other assets (762,155) (47,497) (211,745)
Prepaid expenses and other current assets (16,175) (243,303) (494,544)
Due from related party -- 123,945 (44,840)
Accounts payable and accrued expenses (20,492) (581,449) 1,092,343
Increase in income taxes payable (733,331) 420,358 695,264
------------ ------------ ------------
Net cash provided by operating activities 332,899 2,847,568 149,953
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired,
and acquisition costs (2,764,030) (4,614,532) (4,249,482)
Cash paid for investment in joint venture (2,235,869) -- --
Purchases of property and equipment (1,423,865) (1,343,249) (631,854)
Cash received from disposition of automobile -- -- 9,257
------------ ------------ ------------
Net cash used in investing activities (6,423,764) (5,957,781) (4,872,079)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances on line of credit 2,000,000 -- 101,412
Payments on line of credit (200,000) (200,000)
Proceeds from issuance of long-term debt -- 400,000 8,913
(Repayments) proceeds on note payable - shareholder (38,664) (45,188) 29,852
Proceeds from the issuance of common stock in connection
with the exercise of stock options 211,961 284,102 116,351
Proceeds from issuance of common stock, net of costs -- -- 15,589,183
Repayments of long term debt (592,116) (302,167) (221,963)
Repayments of note payable - bank -- (10,402) (1,109)
Cash paid for financing fees -- (4,063) --
------------ ------------ ------------
Net cash provided by financing activities 1,381,181 122,282 15,622,639
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (4,709,684) (2,987,931) 10,900,513
Cash and cash equivalents at the beginning of year 8,593,392 11,581,323 680,810
------------ ------------ ------------
Cash and cash equivalents at end of year $ 3,883,708 $ 8,593,392 $ 11,581,323
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Description of Business and Basis of Presentation
Medialink Worldwide Incorporated (the "Company") is a provider of worldwide
video and audio production and distribution services and public relations
research services for businesses and other organizations that seek to
communicate and evaluate their news through television, radio, the Internet and
other media. The Company, a Delaware corporation formed on September 24, 1986,
is headquartered in New York with offices in the United States and the United
Kingdom.
On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition was accounted for as a pooling of interests and, accordingly, all of
the Company's prior period consolidated financial statements have been restated
to include the combined results of operations, financial position and cash flows
of Delahaye for all periods presented.
The consolidated financial statements include the accounts of Medialink
Worldwide Incorporated and its wholly owned subsidiaries. Intercompany
transactions and balances have been eliminated in consolidation.
Revenue Recognition
Revenue earned from the distribution and monitoring of video news releases and
the distribution of printed news releases is recognized in the period that the
release is distributed. Fees earned for webcasts, satellite media tours and
other live events and the production of video news releases and still
photographs are recognized in the period that the services are performed. Fees
earned from research services are recognized using the percentage of completion
method.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions by
management related to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities. Actual results could differ from these
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less, to be cash equivalents.
Property and Equipment
Property and equipment is depreciated on a straight-line basis over the
estimated useful lives of the assets. Leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or the estimated useful
life of the asset. The following estimated useful lives are used for financial
statement purposes:
Office equipment 5 years
Furniture and fixtures 10 years
Leasehold improvements 5 to 10 years
F-6
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Intangible Assets
Goodwill, which represents the excess of the purchase price paid by the Company
over the fair market value of net assets acquired in a business acquisition
accounted for under the purchase method, is being amortized on a straight-line
basis over the estimated future period of benefit, which ranges from 10 to 20
years. Other intangible assets, including customer lists and covenants not to
compete, are being amortized on a straight-line basis over the term of the
agreement or the estimated future period of benefit, which ranges from 3 to 7
1/2 years.
The Company periodically assesses the recoverability of the cost of its goodwill
and intangible assets based upon estimated future profitability of the related
operating entities. The agreements pursuant which the Company acquired certain
companies include provisions that could require the Company to issue additional
cash or shares of common stock if certain performance targets are met. The value
of any such additional consideration will be added to the goodwill related to
such acquisition and amortized over the remainder of that goodwill's useful
life.
Long-lived assets and certain identifiable intangibles, including goodwill, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
Major Customers
Revenues from one customer amounted to approximately 11% and 16% of total
revenues in 1999 and 1998, respectively.
Investments in Affiliates
The Company accounts for its investments in affiliates in which it owns greater
than 20% of the voting stock and possesses significant influence under the
equity method.
Foreign Currency Translation
The financial position and results of operations of the Company's UK
subsidiaries and bureau are measured using local currency as the functional
currency. Assets and liabilities of the entities have been translated at
exchange rates on the balance sheet date, and related revenue and expenses have
been translated at average monthly exchange rates. The aggregate effect of
translation adjustments is reflected as a separate component of shareholders'
equity until there is a sale or liquidation of the underlying foreign
investment.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and for operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
F-7
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Accounting for Stock-Based Compensation
The Company accounts for its stock option plan in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123 which allows entities to
continue to apply the provisions of Accounting Principles Board ("APB") Opinion
No. 25 and provide pro forma net income and pro forma earnings per share
disclosures for employee stock option grants made in 1995 and future years as if
the fair-value-based method, as defined in SFAS No. 123 had been applied. The
Company has elected to apply the provisions of APB No. 25 and provide the pro
forma disclosure required by SFAS No. 123 (See Note 7).
Earnings per Share
Basic earnings per share ("EPS") is computed by dividing net income attributable
to common stock by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution from the exercise or
conversion of securities (including preferred stock for all periods applicable)
to common stock. Weighted average shares outstanding used for computing EPS for
the years ended December 31, 1999, 1998 and 1997 are as follows:
Weighted Average Shares Outstanding 1999 1998 1997
- ----------------------------------- ---- ---- ----
Basic 5,547,409 5,395,221 4,925,573
Diluted 5,921,686 5,931,561 5,575,522
2. Property and Equipment
Property and equipment, at cost, consists of:
December 31,
1999 1998
---- ----
Office equipment $4,365,904 $3,167,621
Furniture and fixtures 819,891 741,544
Leasehold improvements 1,494,099 928,090
---------- ----------
6,679,894 4,837,255
Less accumulated depreciation
and amortization (3,227,570) (2,215,962)
--------- ---------
Property and equipment, net $3,452,324 $2,621,293
========= ==========
F-8
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Business Transactions
(a) Acquisitions
On June 16, 1997 the Company acquired certain assets of Corporate TV Group, Inc.
("CTV"), a provider of strategic video communications to corporations and other
organizations for internal and external audiences. As consideration for the
purchase, the Company paid $3.55 million in cash and issued 37,037 shares of the
Company's common stock valued at $333,333. Earn-out provisions allow for up to
an additional $6.2 million to be paid based upon certain revenue and
profitability targets through 2002. Assuming the targets are met, the additional
consideration will be paid in the form of cash and the Company's common stock,
as specified in the agreement. Through December 31, 1999 approximately $2.71
million of additional consideration has been recorded under the earn-out
provision. Additionally, in connection with this acquisition, the Company paid
$300,000 to the stockholder of CTV for a non-compete agreement. This amount has
been recorded as an intangible asset and is being amortized using the straight
line method over the term of the agreement.
On August 11, 1997 Medialink acquired all of the outstanding shares of On Line
Broadcasting Limited ("On Line"), a British corporation that provides live radio
and television public relations services. The initial purchase price of
approximately $356,000, including acquisition costs, was paid by the issuance of
21,995 shares of the Company's common stock, valued at $230,948 and
approximately $125,000 in cash. The purchase agreement provides for additional
consideration, based on certain revenue and net income levels and will be paid
by the issuance of the Company's common stock. During 1998 the Company issued
28,576 shares of the Company's common stock, valued at approximately $397,000,
as the final additional consideration for the acquisition.
In June 1998 the Company acquired certain assets of Eye Catchers Press ("Eye
Catchers"), a public relations still photography agency in the United Kingdom.
The initial purchase price of (pound)900,000 (approximately $1.50 million) plus
estimated acquisition costs of $90,000 was paid in cash. Earn-out provisions
allow for additional payments of up to an additional (pound)100,000 per annum,
in a combination of cash and the Company's common stock, based on certain
profitability targets over the next three years. Through December 31, 1999
approximately $134,000 of additional consideration has been recorded under the
earn-out provision.
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)655,000 (approximately $1.07 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 reaching certain revenue and profitability levels of the
International Division of Medialink, to be paid in the form of cash and the
Company's common stock, as specified in the agreement, over a period of three
years. Through December 31, 1999 approximately $20,000 of additional
consideration has been recorded under the earn-out provision. 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).
F-9
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
During 1999 the Company made various acquisitions in public relations still
photography and news-related companies. As consideration for these purchases,
the Company paid $2.95 million cash and 55,348 shares of the Company's common
stock valued at $800,000. Earn-out provisions allow for additional payments of
purchase price of up to $1.50 million, based on reaching certain profitability
levels, to be paid in the form of cash and the Company's common stock as
specified in the agreement, over a period of three years. In connection with one
of the acquisitions the Company entered into covenants not to compete with two
of the significant shareholders with terms of three years. Two executive
officers of the Company had an interest in one of the acquisitions aggregating
approximately 20%. In order to avoid an apparent conflict of interest, an
independent member of the Board of Directors and an independent employee
negotiated the agreement.
All of the above acquisitions have been accounted for under the purchase method
of accounting and the results of operations of the acquisitions have been
included in the consolidated statements of operations from the dates of
acquisition. The aggregate purchase price, including acquisition costs, exceeded
the estimated fair value of the total net assets acquired by $13.68 million for
all of the acquisitions. Of this amount $4 million has been allocated to
customer lists and is being amortized on a straight line basis over 5 years and
$9.68 million have been allocated to goodwill and is being amortized on a
straight line basis over periods ranging from 10 to 20 years.
On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye") a provider of
public relations and marketing communications research. The acquisition, which
was accounted for as a pooling of interests, was completed through the issuance
of 185,666 shares of Medialink common stock valued at approximately $2,800,000.
Accordingly, all of the Company's prior period consolidated financial statements
have been restated to include the combined results of operations, financial
position and cash flows of Delahaye for all periods presented.
In connection with the acquisition, the Company recorded a charge to operating
expenses of approximately $350,000 for direct and other acquisition-related
costs relating to the transaction.
The results of operations previously reported by the separate entities and the
combined amounts presented in the accompanying consolidated financial statements
are summarized below.
1998 1997
---- ----
Net Sales
Medialink $39,508,173 $26,776,838
Delahaye 4,002,930 4,002,434
----------- -----------
Combined $43,511,103 $30,779,272
=========== ==========
Net Income
Medialink $ 3,324,563 $ 2,374,522
Delahaye (989,981) 100,102
----------- -----------
Combined $ 2,334,582 $ 2,474,624
=========== ===========
F-10
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(b) Joint Venture
On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC, for the purpose of connecting its clients to
multimedia Internet news sites as Newstream.com. The Company, which has a 50%
interest in the joint venture, accounts for its interest in Newstream.com under
the equity method, as it does not have a controlling interest in the entity.
Included in selling, general and administrative expenses is an equity loss of
approximately $234,000 for the year ended December 31, 1999 related to the joint
venture.
4. Lines of Credit - Bank
During 1999, the Company repaid and terminated its existing line of credit and
entered into a new three year line of credit facility (the "Credit Facility"),
through July 2002, with a different lending institution whereby the Company may
borrow principal amounts up to $10 million. Loans under the Credit Facility bear
interest at the 30-Day Commercial Paper Rate (5.35% at December 31, 1999) plus
1.75%, per annum.
The Company is subject to an unused line fee of 1/4 of 1%, per annum.
Covenants under the line of credit agreement require the Company to meet certain
financial ratios, including minimum tangible net worth and maximum debt to
earnings ratios, as defined in the agreement.
Substantially all of the assets of the Company are pledged as collateral under
the credit facility.
5. Long-term Debt:
As of December 31, debt consisted of:
1999 1998
---- ----
Note payable (a) $201,301 $242,927
Covenant not to compete (b) 110,047 183,247
Note payable - bank (c) - 389,199
Note payable - other - 88,091
------- -------
311,348 903,464
Less: current portion 128,517 213,831
------- -------
$182,831 $689,633
======= =======
(a) In connection with the 1996 acquisition of PR Data, the Company
converted certain amounts payable to a former stockholder of PR Data
into a note payable for a principal amount of $330,000. The note is
payable in quarterly installments of $15,507, which includes principal
and interest at a rate of 8% per annum through July 2003.
(b) In connection with the acquisition of PR Data the Company entered into
non-compete agreements with the principal officers and stockholders of
PR Data. The agreements provide for quarterly payments through June
2001 aggregating $410,000. At the date of acquisition the
F-11
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
present value of these payments, imputed at 9.5% per annum, was
approximately $317,000 and was recorded as an intangible asset and
related liability.
(c) In connection with the merger with Delahaye (Note 3) Medialink assumed
a bank note payable. During 1999 the balance was paid in full.
Aggregate maturities of long-term debt are as follows:
For the year ending December 31,
-------------------------------
2000 $128,517
2001 80,421
2002 55,639
2003 46,771
--------
$311,348
6. Stockholders' Equity:
On January 29, 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 to the Company approximated $15,600,000.
Annual dividends on the Series A, 10% cumulative convertible preferred stock,
Series B, 10% cumulative convertible preferred stock and Series C, 10%
cumulative convertible preferred stock were cumulative, commencing July 1, 1989
for Series A and Series B and October 31, 1989 for Series C, until declared and
paid at the discretion of the Board of Directors of the Company. Each share of
preferred stock was convertible at the option of the stockholder into 1.2 shares
of common stock. Simultaneously with the Offering all of the issued and
outstanding preferred shares were converted into 2,111,669 shares of common
stock.
In 1999,1998 and 1997 the Company issued 74,505 shares, 69,936 shares 67,454
shares, respectively, of common stock as consideration for acquisitions. The
fair value of the common stock was determined based on the average trading price
of the Company's common stock at the times of the respective acquisitions.
7. Employee Compensation Plans
The Company provides an incentive and nonqualified stock option plan (the "Stock
Option Plan") for employees and other eligible participants. The option price
for all incentive stock options is the fair market value of the Company's common
stock on the date of grant, except for employees owning more than 10% of the
outstanding common stock of the Company. The option price for employees owning
more than 10% of the outstanding common stock of the Company may be no less than
110% of the fair market value of the shares on the date of the option grant. The
stock options vest over a period of four years and have a term of ten years. The
number of options to be granted and option prices are determined by the
Compensation Committee of the Board of Directors in accordance with the terms of
F-12
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
the plan. The Company has reserved 1,170,808 shares of authorized common stock
for issuance under this plan. As of December 31, 1999 the Company had 34,859
shares available for grant.
Activity in the Stock Option Plan is as follows:
Shares Under Weighted Average
Option Exercise Prices
Outstanding at January 1, 1997 569,594 $3.16
Granted 117,150 $9.19
Exercised (66,650) $1.75
Canceled (3,600) $3.12
--------
Outstanding at December 31, 1997 616,494 $4.46
=======
Exercisable at December 31, 1997
through 2007 300,228 $3.70
=======
Outstanding at January 1, 1998 616,494 $4.46
Granted 137,050 $16.15
Exercised (73,625) $3.86
Canceled (36,320) $9.84
--------
Outstanding at December 31, 1998 643,599 $6.74
=======
Exercisable at December 31, 1998
through 2008 333,571 $4.94
=======
Outstanding at January 1, 1999 643,599 $6.74
Granted 352,700 $9.90
Exercised (24,290) $4.90
Canceled (38,785) $11.85
--------
Outstanding at December 31, 1999 933,224 $7.77
=======
Exercisable at December 31, 1999
through 2009 574,998 $5.85
=======
At December 31, 1999 the range of exercise prices and the weighted-average
remaining contractual lives of outstanding options was $1.25 - $16.13 and 7.4
years, respectively.
The Company provides a stock option plan for its directors (the "Director Plan")
for the granting of options to non-employee members of the Company's Board of
Directors to purchase shares of the Company's common stock. The Company has
reserved 180,000 shares of authorized common stock for the issuance under this
plan. The option price under the Director Plan shall not be less than the fair
market value of such share of common stock on the date of grant. Under the
Director Plan, options issued vest over a three year period and are exercisable
at such times as determined by the Company but no later than 15 years after the
date of the grant.
Under the Director Plan options to purchase 18,000 shares at the exercise price
of $16.50, 25,000 shares at exercise prices of $13.25 and $19.38 and 25,000
shares at exercise prices of $9.38 and $10.13 were issued during 1999, 1998 and
1997, respectively. These options expire 10 years from the date of grant;
however, upon termination of board membership of any director, the options will
expire 12 months after the termination date, but no later than the expiration
date. Non-employee directors are also eligible for additional grants of 3,000
shares per year provided they continue to serve the Company in that capacity.
F-13
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Such future grants would become exercisable over a three-year period. Under this
plan, at December 31, 1999, 85,667 shares were exercisable at prices ranging
from of $3.54 to $19.38 per share.
If the Company had elected to recognize compensation cost at the grant date,
based on the fair value of the options granted, in 1999, 1998 and 1997, as
prescribed by SFAS 123, the Company's net income and earnings per share for the
years ended December 31, 1999, 1998 and 1997 would approximate the pro forma
amounts as indicated below:
For the year ended December 31,
-------------------------------
1999 1998 1997
---- ---- ----
Net income - as reported $1,992,484 $2,334,582 $2,474,624
Net income - pro forma 1,862,484 1,332,457 2,005,522
Basic EPS - as reported .36 .43 .50
Basic EPS - pro forma .34 .25 .41
Diluted EPS - as reported .34 .39 .44
Diluted EPS - pro forma .31 .22 .36
The fair value of each grant is estimated using the Black-Scholes Options
Pricing Model with the following assumptions: dividend yield of 0% for all
grants, expected volatility of 53% in 1999, 57% for 1998 grants and 0% to 140%
for 1997 grants, risk free interest rates of 6.30% for 1999 and 6.00% for both
1998 and1997 grants and expected lives of 5 years for 1999 grants, 9 years for
1998 grants and 9 years for 1997.
F-14
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Commitments
(a) Leases
The Company has various non-cancelable operating leases for office space. Future
minimum payments under operating leases consisted of the following at December
31, 1999:
For the year ending December 31,
-------------------------------
2000 $1,029,000
2001 994,000
2002 913,000
2003 823,000
2004 803,000
Thereafter 653,000
----------
Total minimum lease payments $5,215,000
==========
Rent expense under operating leases amounted to approximately $1,911,000,
$1,588,000 and $1,139,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.
(b) Employment Agreements
The Company has entered into employment agreements with various executives
expiring through June 2002. Future minimum payments, including base salary and
minimum bonuses, related to these agreements, are as follows:
For the year ending December 31,
-------------------------------
2000 $1,506,000
2001 960,000
2002 416,000
----------
$2,882,000
9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following at
December 31:
1999 1998
---- ----
Production costs $ 499,084 $ 283,547
Deferred Revenue 570,209 399,657
Compensation related to stock options
acquired in the Delahaye merger - 425,504
Other 521,485 1,236,607
---------- ---------
$1,590,778 $2,345,315
========= =========
F-15
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Income Taxes:
The provision for income taxes consists of the following components:
For the Year Ended December 31,
-------------------------------
1999 1998 1997
---- ---- ----
Current:
Federal $1,241,000 $1,834,000 $1,092,529
State and local 400,000 639,000 467,295
---------- ---------- ----------
1,641,000 2,473,000 1,559,824
---------- ---------- ----------
Deferred:
Federal (222,000) (171,000) (131,420)
State and local (72,000) (89,000) (38,190)
---------- ---------- ----------
(294,000) (260,000) (169,610)
---------- ---------- ----------
$1,347,000 $2,213,000 $1,390,214
========== ========== ==========
The difference in income tax expense between the amount computed using the
statutory federal income tax rate and the Company's effective tax rate is due to
the following:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Income tax expense at statutory rate $ 1,135,425 $ 1,546,178 $ 1,314,045
Increase (decrease) in income taxes resulting
from:
Investment income not subject to Federal
income tax (83,300) (119,000) (165,000)
State and local income taxes, net of Federal
income tax benefit 258,155 352,267 247,307
S-Corp losses (earnings) related to the
Delahaye merger -- 345,773 (38,455)
Non-deductible expenses 36,720 76,522 33,620
Other -- 11,260 (1,303)
----------- ----------- -----------
$ 1,347,000 $ 2,213,000 $ 1,390,214
=========== =========== ===========
</TABLE>
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets are as follows:
As of December 31,
------------------
1999 1998
---- ----
Allowance for doubtful accounts $128,000 $86,000
Depreciation and amortization of
property and equipment 50,000 50,000
Amortization of intangibles 665,000 413,000
------- -------
$843,000 $549,000
======= =======
F-16
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
11. Segment Information (Unaudited)
Management considers all of the Company's products and services to be included
as a single operating segment, therefore, the disclosure requirements of SFAS
131 consist only of segment information by geographic location.
A summary of the Company's operations by major geographic location are as
follows for the years ended December 31,
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
US UK US UK US UK
-- -- -- -- -- --
Revenues:
<S> <C> <C> <C> <C> <C> <C>
External clients $38,226,000 $ 6,388,000 $38,345,000 $ 5,166,000 $27,667,000 $ 3,112,000
Inter-segment 215,000 750,000 270,000 550,000 167,000 685,000
----------- ----------- ----------- ----------- ----------- -----------
Total revenues $38,441,000 $ 7,138,000 $38,615,000 $ 5,716,000 $27,834,000 $ 3,797,000
=========== =========== =========== =========== =========== ===========
Operating income (loss) $ 3,464,000 $ (345,000) $ 3,970,000 $ 239,000 $ 3,208,000 $ 267,000
=========== =========== =========== =========== =========== ===========
Total assets $32,152,000 $ 4,830,000 $27,577,000 $ 5,716,000
=========== =========== =========== ===========
</TABLE>
12. Supplemental Cash Flow Information:
Cash paid for interest and income taxes during the years ended December 31,
1999, 1998 and 1997 was as follows:
1999 1998 1997
---- ---- ----
Interest $ 50,000 $ 112,000 $107,000
========= ========= =======
Income Taxes $2,376,000 $2,050,000 $808,000
========= ========= =======
Non-cash investing and financing activities for the years ended December 31,
1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Common stock issued in connection
with acquisitions $ 1,106,000 $1,236,117 $ 684,280
============ ========== ===========
Accrued compensation related to
Acquisition $ 328,000 $ -- $ --
============ ========== ===========
Accrued amounts related to acquisition $ -- $ -- $ 1,124,730
============ ========== ===========
Deferred offering costs $ -- $ -- $ (908,767)
============ ========== ===========
</TABLE>
F-17
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
13. 401(k) Plan:
The Company maintains a qualified 401(k) plan (the "Plan") covering all eligible
employees. Eligible employees may make elective salary reduction contributions
to the Plan of up to 15% of their annual compensation, subject to a dollar limit
established by law. In addition, the Company may provide, in its discretion, a
matching contribution equal to a percentage of the employee's contribution.
Participants are fully vested at all times in the amounts they contribute to the
Plan. Only participants who have completed a year of service during the Plan
year and are actively employed on the last day of such year are vested in the
Company's matching contributions for such year. The Company's matching
contributions amounted to approximately $93,000, $77,000 and $64,000 in 1999,
1998 and 1997, respectively.
14. Quarterly Results of Operations (Unaudited):
<TABLE>
<CAPTION>
(In thousands of dollars, except per share data)
For the Quarter Ended
---------------------
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $9,898 $11,819 $10,511 $12,386
Gross profit 6,755 7,868 6,672 7,983
Operating income 816 1,530 17 757
Net income 535 943 41 471
Basic earnings per share 0.10 0.17 0.01 0.08
Diluted earnings per share 0.09 0.16 0.01 0.08
<CAPTION>
For the Quarter Ended
---------------------
March 31, June 30, September 30, December 31,
1998 1998 1998 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $9,941 $12,489 $10,363 $10,718
Gross profit 6,090 7,534 6,696 7,265
Operating income 760 1,682 1,115 652
Net income 523 1,006 614 192
Basic earnings per share 0.10 0.19 0.11 0.04
Diluted earnings per share 0.09 0.17 0.10 0.03
</TABLE>
F-18
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. Allowance for Doubtful Accounts:
1999 1998
-------- --------
Balance at beginning of year $238,000 $191,401
Additional charges to costs and expenses 72,622 46,599
-------- --------
Balance at end of year $310,622 $238,000
======== ========
F-19
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
The information contained in Part III is incorporated by reference from
the Company's definitive proxy statement for its annual meeting of
Stockholders to be held on June 8, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
<TABLE>
Page
Number
(a) 1. FINANCIAL STATEMENTS
--------------------
<CAPTION>
CONSOLIDATED FINANCIAL STATEMENTS OF MEDIALINK
WORLDWIDE INCORPORATED AND SUBSIDIARIES
<S> <C>
Independent Auditors' Report F-1
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998 F-2
Consolidated Statements of Operations for the Fiscal Years Ended December 31,
1999, December 31, 1998 and December 31, 1997 F-3
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended
December 31, 1999, December 31, 1998 and December 31, 1997 F-4
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31,
1999, December 31, 1998 and December 31, 1997 F-5
Notes to Consolidated Financial Statements for the Fiscal Years Ended
December 31, 1999, December 31, 1998 and December 31, 1997 F-6
2. All schedules have been omitted because they are not applicable or
the required information is included in the financial statements or notes
thereto.
(b) No reports on Form 8-K have
been filed during the last quarter of the period
covering this report.
</TABLE>
25
<PAGE>
(c) EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit Foot
Number Description notes
------ ----------- -----
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of
Medialink Worldwide Incorporated (1)
3.2 Amended and Restated By-Laws of the Medialink
Worldwide Incorporated (2)
10.1 Employment Agreement, dated as of November 18, 1996, by and between Medialink
Worldwide Incorporated and Laurence Moskowitz (3)
10.2 Employment Agreement, dated as of November 18, 1996, by and between Medialink
Worldwide Incorporated and J. Graeme McWhirter (4)
10.3 Employment Agreement, dated as of January 1, 1999, by and between Medialink Worldwide
Incorporated and David Davis
10.4 Employment Agreement, dated as of November 18, 1996, by and between Medialink
Worldwide Incorporated and Nicholas F. Peters (5)
10.5 Employment Agreement, dated as of June 16, 1997, by and between Medialink Worldwide
Incorporated and Richard Frisch (6)
10.6 Non-Compete Agreement, dated as of June 16, 1997, by and between Medialink Worldwide
Incorporated, Corporate TV Group, Inc. and Richard Frisch (7)
10.7 Indenture of Lease (8)
10.8 Asset Purchase Agreement, dated as of June 16, 1997, by and among Medialink Worldwide
Incorporated, Corporate TV Group, Inc. and Richard Frisch (9)
10.9 Registration Rights Agreement, made as of June 16, 1997, by and between Medialink
Worldwide Incorporated and Richard Frisch (10)
10.10 Lease, dated July 18, 1996, between Oakwood Avenue Partners and Medialink PR Data
Corporation (11)
10.11 Lease, dated September 21, 1994, between Clemons Properties Partners and Video
Broadcasting Corporation (12)
10.12 First Lease Modification Agreement, dated March 4, 1996, between Clemons Properties
Partners and Video Broadcasting Corporation (13)
10.13 Second Lease Modification Agreement, dated March 4, 1996, between Clemons Properties
Partners and Video Broadcasting Corporation (14)
10.14 Third Lease Modification Agreement, dated May, 1996, between Clemons Properties
Partners and Video Broadcasting Corporation (15)
10.15 Lease, dated October 1, 1990, between 1401 New York Avenue, Inc. and Video
Broadcasting Corporation (16)
10.16 First Amendment of Lease, dated March 25, 1996, between 1401 New York Avenue, Inc.
and Video Broadcasting Corporation (17)
</TABLE>
26
<PAGE>
<TABLE>
<S> <C> <C>
10.17 Office Lease, dated June 7, 1989, between Teachers' Retirement System of the State of
Illinois and Video Broadcasting Corporation (18)
10.18 First Amendment to Lease, dated June 1, 1994, between Teachers' Retirement System of
the State of Illinois and Video Broadcasting Corporation (19)
10.19 Second Amendment to Lease, made as of the 19th day of November, 1996, by and between
Teachers' Retirement System of the State of Illinois and the Company (20)
10.20 Lease Agreement, dated November 14, 1994, between City & Corporate Counsel Limited
and Video Broadcasting Corporation Inc. (21)
10.21 Underlease, dated February 9, 1995, between City & Corporate Counsel Limited and
Video Broadcasting Corporation Inc. (22)
10.22 Amended and Restated AP Express Agreement, dated November 1, 1992, between Press
Association, Inc. and Video Broadcasting Corporation. Portions of Exhibit 10.33 have
been omitted and filed separately with the Commission (23)
10.23 Addendum, dated February 21, 1996, to the AP Express Agreement, between Press
Association, Inc. and Video Broadcasting Corporation. Portions of Exhibit 10.34 have
been omitted and filed separately with the Commission (24)
10.24 Amendment, dated November 18, 1996, to the Amended and Restated AP Express Agreement (25)
10.25 Medialink Worldwide Incorporated 401(k) Tax Deferred Savings Plan (26)
10.26 Amended and Restated Stock Option Plan and form of Stock Option Agreement (27)
10.27 Medialink Worldwide Incorporated 1996 Directors Stock Option Plan and form of 1996
Directors Stock Option Agreement (28)
10.28 Form of Indemnification Agreement (29)
10.29 Share Purchase Agreement by and among Medialink Worldwide Incorporated and the
Shareholders of Tempest T.V. Limited (30)
10.30 Deed of Covenant by and between Medialink Worldwide Incorporated and Stuart Maister (31)
10.31 Deed of Covenant by and between Medialink Worldwide Incorporated and Alan M. Greenberg (32)
10.32 Executive Service Agreement by and between Medialink
Worldwide Incorporated and Stuart Maister (33)
10.33 Deed of Tax Covenant by and between Medialink Worldwide Incorporated and the
Shareholders of Tempest T.V. Limited (34)
21. Subsidiaries of Medialink Worldwide Incorporated
23. Consent of KPMG LLP
27. Financial Data Schedule
</TABLE>
- -----------------------
(1) Filed as Exhibit 3.2 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
27
<PAGE>
(2) Filed as Exhibit 10.2 to Medialink Worldwide Incorporated Pre-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (Registration
No. 333-14119) dated November 20, 1996 and incorporated herein by
reference.
(3) Filed as Exhibit 2.5 to Form 8-A for Registration of Certain Classes of
Securities Pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934 of Medialink Worldwide Incorporated (Registration No.
000-21989) and incorporated herein by reference.
(4) Filed as Exhibit 10.3 to Medialink Worldwide Incorporated Pre-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (Registration
No. 333-14119) dated November 20, 1996 and incorporated herein by
reference.
(5) Filed as Exhibit 10.5 to Medialink Worldwide Incorporated Pre-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (Registration
No. 333-14119) dated November 20, 1996 and incorporated herein by
reference.
(6) Filed as Exhibit 28.1 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 1, 1997 and incorporated herein by reference.
(7) Filed as Exhibit 28.2 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 1, 1997 and incorporated herein by reference.
(8) Filed as Exhibit 28.3 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 1, 1997 and incorporated herein by reference.
(9) Filed as Exhibit 2.1 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 1, 1997 and incorporated herein by reference.
(10) Filed as Exhibit 28.4 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 1, 1997 and incorporated herein by reference.
(11) Filed as Exhibit 10.10 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(12) Filed as Exhibit 10.11 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(13) Filed as Exhibit 10.12 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(14) Filed as Exhibit 10.13 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(15) Filed as Exhibit 10.14 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(16) Filed as Exhibit 10.16 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(17) Filed as Exhibit 10.17 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(18) Filed as Exhibit 10.19 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(19) Filed as Exhibit 10.20 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(20) Filed as Exhibit 10.39 to Medialink Worldwide Incorporated Pre-Effective
Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-14119)
dated January 7, 1997, and incorporated herein by reference.
(21) Filed as Exhibit 10.23 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
28
<PAGE>
(22) Filed as Exhibit 10.24 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(23) Filed as Exhibit 10.28 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(24) Filed as Exhibit 10.29 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(25) Filed as Exhibit 10.29 to Medialink Worldwide Incorporated Pre-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-14119)
dated November 20, 1996 and incorporated herein by reference.
(26) Filed as Exhibit 10.33 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(27) Filed as Exhibit 10.34 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(28) Filed as Exhibit 10.35 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(29) Filed as Exhibit 10.36 to Medialink Worldwide Incorporated Registration
Statement on Form S-1 (No. 333-14119) dated October 15, 1996 and
incorporated herein by reference.
(30) Filed as Exhibit 2.1 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 8, 1998 and incorporated herein by reference.
(31) Filed as Exhibit 28.1 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 8, 1998 and incorporated herein by reference.
(32) Filed as Exhibit 28.2 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 8, 1998 and incorporated herein by reference.
(33) Filed as Exhibit 28.3 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 8, 1998 and incorporated herein by reference.
(34) Filed as Exhibit 28.4 to Medialink Worldwide Incorporated Current Report
on Form 8-K dated July 8, 1998 and incorporated herein by reference.
29
<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: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Laurence Moskowitz March 29, 2000
- -------------------------------------
Laurence Moskowitz, Chairman
of the Board, Chief Executive Officer and President
/s/ Harold Finelt March 29, 2000
- -------------------------------------
Harold Finelt, Director
/s/ Donald Kimelman March 29, 2000
- -------------------------------------
Donald Kimelman, Director
/s/ James J. O'Neill March 29, 2000
- -------------------------------------
James J. O'Neill, Director
/s/ Theodore Wm. Tashlik March 29, 2000
- -------------------------------------
Theodore Wm. Tashlik, Director
/s/ Paul Sagan March 29, 2000
- -------------------------------------
Paul Sagan, Director
/s/ J. Graeme McWhirter March 29, 2000
- -------------------------------------
J. Graeme McWhirter, Director
Executive Vice President, Assistant Secretary
and Chief Financial Officer
/s/ Fred Meyer .March 29, 2000
- -------------------------------------
Fred Meyer, Director
<PAGE>
Exhibit 21 SUBSIDIARIES OF MEDIALINK WORLDWIDE INCORPORATED
The Delahaye Group, Inc.
On Line Broadcasting Limited
Tempest T.V. Limited
<PAGE>
Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Medialink Worldwide Incorporated:
We consent to incorporation by reference in the registration statement (No.
333-27207) on Form S-8 of Medialink Worldwide Incorporated of our report dated
March 17, 2000, relating to the consolidated balance sheets of Medialink
Worldwide Incorporated and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1999, which report appears in the December 31, 1999 annual report on Form 10-K
of Medialink Worldwide Incorporated.
KPMG LLP
New York, New York
March 30, 2000
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> DEC-31-1999
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<RECEIVABLES> 12,974,469
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