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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required] for the fiscal year ending September 30, 1997.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] for the transition period from
_________________ to _________________.
COMMISSION FILE NUMBER: 0-23364
MECKLERMEDIA CORPORATION
------------------------
(Exact name of Registrant as specified in its charter)
Delaware 06-1385519
- ----------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20 Ketchum Street
Westport, Connecticut 06880
--------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 226-6967
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT: Common Stock, $.01 Par
Value Per Share.
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. [X]
The aggregate market value of voting common stock held by non-affiliates of the
Registrant as of November 24, 1997, based upon the last sale price of such
common stock on that date as reported by the NASDAQ National Market was
$185,734,886.
The number of shares of the Registrant's Common Stock outstanding as of November
24, 1997, was 8,539,535.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Registrant's Proxy Statement for its Annual Meeting of Stockholders
to be held in 1998 are incorporated by reference in Part III of this Report.
Except as expressly incorporated by reference, Registrant's Proxy Statement
shall not be deemed to be part of this Form 10-K.
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PART I
ITEM 1. BUSINESS
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INTRODUCTION
The Company is a leading provider of information about the Internet through its
(i) INTERNET WORLD trade shows and conferences, (ii) publication of INTERNET
WORLD, a monthly general circulation magazine, (iii) publication of WEB WEEK, a
weekly business-to-business controlled circulation newspaper, (iv) publication
of INTERNET SHOPPER, a bimonthly general circulation magazine, and (v)
INTERNET.COM (formerly iWORLD), the Company's Web site for Internet news and
information resources. Since all of the Company's products and services relate
to providing Internet-related information to business and information technology
professionals, and consumers, the Company's success is dependent on the
continued growth of the Internet.
The Company develops and produces INTERNET WORLD trade shows and conferences for
the Internet industry. Each trade show consists of seminars, tutorials and an
exhibit hall in which organizations pay for exhibition space. The Company's
principal INTERNET WORLD trade shows are held in the fall, spring, and summer of
each year in New York City, Los Angeles, and Chicago, respectively. These
events are among the largest trade shows devoted exclusively to the Internet and
the World Wide Web. The Company produced 21 and currently plans to produce 28
Internet-related trade shows and conferences in fiscal 1997 and 1998,
respectively. Of the 21 trade shows produced in fiscal 1997, the Company's four
United States and Canada trade shows are wholly-owned and the remaining 17
international trade shows are equity investments with the Company's investment
interests ranging from 25% to 50%. Of the trade shows planned for fiscal 1998,
24 are planned to be held outside of the United States and Canada all of which
are equity investments, except for the Company's United Kingdom trade show which
is now wholly-owned as a result of a November 1997 acquisition.
INTERNET WORLD is a leading magazine devoted exclusively to the Internet.
INTERNET WORLD, launched in 1993, was the first magazine on the market
exclusively edited for Internet users. INTERNET WORLD provides its audience of
approximately 350,000 paid subscribers and newsstand buyers with information and
analysis about trends and technologies shaping the Internet as well as key
issues of fundamental importance to the community of Internet users. As part of
its comprehensive coverage, INTERNET WORLD also presents profiles of the key
companies, people, and products that impact the Internet's growth and
development. The first newsstand issue of INTERNET WORLD, published in October
1993, had paid circulation of approximately 18,000 and contained 16 pages of
paid advertising. The October 1997 issue of INTERNET WORLD had paid circulation
of approximately 350,000 and contained 67 pages of paid advertising. INTERNET
WORLD's appeal to advertisers is enhanced by an audit of its circulation
performed by BPA International, one of two recognized independent circulation
auditing agencies.
WEB WEEK, a controlled circulation newspaper focused on Internet technology and
electronic commerce, released its first issue in April 1995 as a monthly
publication, and increased its frequency in April 1996 to biweekly, and to
weekly in March 1997. As a resource for covering the latest innovations for the
Internet as well as Web technology for Intranets, WEB WEEK reaches over 125,000
qualified Web professionals with news, product analysis, and information.
INTERNET SHOPPER, a bimonthly general circulation magazine launched in March
1997, targets consumers in the market buying online products and services. It
provides insight, tips, reviews, and how-to information for consumers who buy
online, and includes sections covering computers, travel, money and finance,
apparel, luxury goods, entertainment, gifts, and more.
The Company's principal executive office is located at 20 Ketchum Street,
Westport, Connecticut 06880, telephone: (203) 226-6967.
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FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Please refer to the Notes to Consolidated Financial Statements, Note 11 for
segment information.
INTERNET AND INTRANETS
The Internet. The Internet is a global collection of connected computers that
allows commercial and professional organizations, educational institutions,
government agencies, and consumers to communicate electronically, access and
share information, and conduct business.
Expansion of Internet Usage. Although the nature of the Internet makes a
precise count impossible, according to Intelliquest, there were approximately 51
million Internet users in the United States as of June 1997, an increase of
approximately 16 million users, or 46%, since July 1996. The continued increase
in the use of the Internet has resulted from recent technological advances,
including greater performance and capabilities of personal computers, improved
browser software, availability of low-cost, high-speed modems, as well as
increased business and consumer awareness of the potential advantages of the
Internet. A growing number of employees within organizations have access to the
Internet through their existing corporate networks. The Internet has emerged as
a new low-cost, world wide medium for business-to-business marketing and
communication. Any business can now establish and maintain a global presence,
and market and distribute its products and services electronically. Internet
advertising spending for the first half of calendar 1997 was up $344 million, or
322%, from the comparable period of the prior year according to the Internet
Advertising Bureau. Jupiter Communications, Inc. predicts Internet spending
will reach $5 billion by the year 2000. Other elements contributing to the
expansion of the Internet include the proliferation of low cost access as a
result of the rapid growth of Internet service providers.
Intranets. An Intranet is an internal network that is not for public domain
which utilizes Internet technology. Businesses use Intranets to enhance
communications among employees, thus allowing them to access important
information at their desktops. As security issues are resolved, Intranets may
ultimately replace LANs (local area networks) and WANs (wide area networks) and
simplify internal corporate communications. Based on these opportunities, many
companies are focusing their business strategies on Intranet technologies.
Intranet Market Development. Intranets, private Internet networks that
typically connect to the Internet through a firewall, are becoming increasingly
indispensable to companies around the world. As of September 1997, 59% percent
of U.S. companies and 38% of European companies already have an Intranet. These
percentages are expected to increase in 1998 to 77% and 75%, respectively, and
by the year 2001 it is expected there will be 133 million Intranet users around
the globe. Companies are using Intranets for email and collaboration, document
management, group scheduling and corporate directories. The main attraction of
adopting an Intranet is usability and relative low cost with high investment
returns. (Source: International Data Corporation, Nua Internet Surveys)
PRODUCTS AND SERVICES
The Company's products and services consist of the following:
TRADE SHOWS
INTERNET WORLD Trade Shows. The Company produces INTERNET WORLD trade shows for
the Internet industry. Each trade show consists of seminars and tutorials and
an exhibit hall in which organizations pay for exhibition space and ancillary
services. The Company's principal wholly-owned trade shows are held in the
fall, spring, and summer of each year in New York City, Los Angeles, and
Chicago, respectively. The Company also produces a wholly-owned trade show in
Canada each year. In addition, in fiscal 1997 the Company produced 17 trade
shows outside the United States and Canada, all of which are equity investments
in which the Company's investment interests range from 25% to 50%. In fiscal
1998, the Company has plans to produce 24 international trade shows throughout
Mexico, South America, Europe, the Middle East, Asia and Australia. Of these 24
international trade shows, the Company's United Kingdom trade show is wholly-
owned and the remaining 23 are equity investments.
The Company has experienced significant growth in its Fall and Spring INTERNET
WORLD trade shows. The Company's Fall INTERNET WORLD 1996 and Spring INTERNET
WORLD 1997 shows had paid exhibition space of approximately 530,000 square feet
compared to 180,000 square feet for the comparable 1996 shows. Summer INTERNET
WORLD, which was launched in July 1997, had paid exhibition space of 90,000
square feet. The Company sold, in the aggregate, approximately 655,000 square
feet of exhibition space for its four wholly-owned United States and Canada
trade shows in fiscal 1997 compared to approximately 200,000 square feet in
fiscal 1996. The Company already has under contract over
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550,000 square feet of exhibition space for its wholly-owned United States and
Canada shows for fiscal 1998 at prices approximately 20% higher than in fiscal
1997.
MAGAZINES AND NEWSPAPER
INTERNET WORLD Magazine. INTERNET WORLD is a four-color magazine containing
news concerning the Internet, expert commentary on the Internet, profiles of
Internet users, examples of Internet applications and reviews of new World Wide
Web sites, software, databases, discussion groups and other new Internet-related
products and services. The Company published one issue of INTERNET WORLD in
fiscal 1993, eight issues in fiscal 1994, 11 issues in fiscal 1995 and 12 issues
in fiscal 1996 and 1997. The newsstand price currently is $4.95 per issue. The
subscription rate varies from an introductory rate of $14.97 per year to a basic
rate of $29.00 per year. The October 1997 issue of INTERNET WORLD had estimated
paid subscription circulation of approximately 312,000 and paid newsstand
circulation of approximately 38,000. This issue contained 67 pages of paid
advertising.
For the October 1997 issue, INTERNET WORLD magazine's one-time, four-color
advertising rate was $15,000 per page as compared to $12,500 per page for the
October 1996 issue. INTERNET WORLD's appeal to advertisers is enhanced by an
audit of its circulation performed by BPA, one of two recognized independent
circulation auditing agencies. Effective with the January 1998 issue, INTERNET
WORLD magazine will charge a one-time, four-color rate of $15,680 per page of
advertising.
WEB WEEK Newspaper. In April 1995, the Company began publishing WEB WEEK, a
controlled circulation business-to-business newspaper. A controlled circulation
periodical generally is provided without charge to readers who qualify by
meeting certain criteria established by the publisher and relies primarily on
space advertising for revenues. WEB WEEK is targeted for the Web development
community, including technical experts, company management and content
developers who are involved in creating, financing and maintaining sites on the
World Wide Web. Effective with the first quarter of fiscal 1998, the Company
has approximately 125,000 qualified subscribers for WEB WEEK. WEB WEEK includes
information pertaining to electronic commerce, technology infrastructure,
strategy and content. The Company believes that WEB WEEK appeals to advertisers
that supply sophisticated World Wide Web products and services. In March 1997,
the Company changed publication frequency of WEB WEEK from biweekly to weekly.
WEB WEEK charges a one-time, four-color rate of $13,770 per page for advertising
with the rate increasing to $16,524 with the January 5, 1998 issue.
INTERNET SHOPPER Magazine. In March 1997, the Company began publishing INTERNET
SHOPPER, a bimonthly general circulation magazine for consumers shopping on the
World Wide Web. The Company published three issues in fiscal 1997 and plans to
publish six issues in fiscal 1998. The newsstand price is currently $4.99 per
issue. The basic and introductory subscription rate for INTERNET SHOPPER is
$19.97 per year. The Fall 1997 issue of INTERNET SHOPPER had estimated paid
circulation of approximately 32,000. This issue contained approximately 47
pages of paid advertising. INTERNET SHOPPER charges a one-time, four color rate
of $4,370 per page for advertising with the rate increasing to $4,894 effective
January 1, 1998.
WEB SITE
INTERNET.COM. In December 1994, the Company introduced INTERNET.COM (formerly
iWORLD), a World Wide Web site that contains the latest news and resources for
the Internet industry, directories of Internet products and services, back
issues of the Company's print publications, and information about the Company's
INTERNET WORLD trade shows and conferences. The Company charges a fee for
advertising banners on INTERNET.COM. The Company promotes INTERNET.COM and its
trade shows in its publications, and users can register for the Company's trade
shows and order its publications.
OTHER
The Company generates revenues from renting its subscriber and attendee lists
from its publications and trade shows. The Company also receives royalties from
publishing licensing agreements.
STRATEGY
The Company's strategy is to expand and capitalize on its position as a leading
provider of information about the Internet and includes the following:
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Leverage and Cross-Market the INTERNET WORLD Brand. The Company intends to
leverage the success and recognition of its INTERNET WORLD brand to cross-
promote its publications, trade shows, and its World Wide Web site,
INTERNET.COM.
Develop or Acquire New Products and Services. The Company plans to develop new
products and services to expand its presence among Internet users. In fiscal
1995, the Company introduced INTERNET.COM, launched in December 1994, and WEB
WEEK newspaper, launched in April 1995. In fiscal 1997, the Company launched
it's first INTERNET WORLD SUMMER trade show in Chicago, Illinois, held in July
1997. The Company also introduced INTERNET SHOPPER magazine, launched in March
1997. The Company increased the frequency of WEB WEEK from biweekly to weekly
in March 1997. There can be no assurance that any new products and services, if
introduced, will be successful. The Company may acquire complementary products
or businesses as opportunities for such acquisitions arise.
Expand Internationally. The Company's global presence includes licensed
editions of its publications throughout Canada, Mexico, Europe, South America,
Asia, Australia, and the Middle East. These licensed editions include English,
Spanish, Arabic, Korean, Chinese, Turkish, German, Portuguese and Japanese
language versions. Since the beginning of fiscal 1995, the Company has
announced its plans to produce 24 new INTERNET WORLD trade shows throughout
Canada, Mexico, South America, Europe, the Middle East, Asia, and Australia.
The Company's trade shows outside the United States, Canada and the United
Kingdom are all equity investments in which the Company's investment interests
range from 25% to 50%.
SALES AND MARKETING
The Company offers providers of goods and services in the Internet industry
three types of advertising media consisting of trade shows, publications and a
World Wide Web site. The Company's marketing strategy relies heavily on cross-
promotion using several approaches, including promoting its publications and
World Wide Web site at its trade shows, advertising its trade shows and World
Wide Web site in its publications, and promoting both its trade shows and
publications on its World Wide Web site. The Company offers discount packages
for customers purchasing advertising space in its publications and exhibition
space at its trade shows. Similarly, attendees at Company trade shows are
offered discount subscriptions to the Company's publications. The Company mails
brochures describing its INTERNET WORLD trade shows to subscribers receiving its
magazines and newspaper. The Company also uses advertising in its magazines and
newspaper, and trade show registration brochures to attract new subscribers.
The Company typically solicits new subscriptions through direct mail campaigns
targeted at subscribers of similar publications or purchasers of related
products and services. The Company's direct mail lists are generally rented
from mailing list rental firms or product or service vendors. The Company also
continuously attempts to renew existing subscribers through direct mail.
Periodicals are generally marketed as either paid circulation periodicals or
controlled circulation periodicals. A paid circulation periodical is purchased
by the reader, either by subscription or at the newsstand. A controlled
circulation periodical is generally provided without charge to readers who meet
certain criteria established by the publisher and relies exclusively on
advertisers in order to generate revenues. INTERNET WORLD and INTERNET SHOPPER
are paid circulation magazines while WEB WEEK is a controlled circulation
newspaper.
The Company's advertising, exhibit space sales and promotional activities are
performed by a 75-person staff consisting of 71 employees and four independent
sales representatives. The independent sales representatives do not perform
marketing activities for any products that compete with the Company's products.
The Company's in-house sales staff is located in Connecticut, California,
Massachusetts, New York and the United Kingdom. Advertising sales presentations
are made both to marketing staffs within client organizations and to the
advertising agencies advising prospective advertisers. The Company's published
advertising rates for its general circulation magazines are based on paid
circulation and include discounts for multiple insertions. The Company's
published advertising rates for WEB WEEK, its controlled circulation newspaper,
are based on qualified circulation and include discounts for multiple
insertions. Advertising agreements for the Company's general circulation
magazines and controlled circulation newspaper generally commit the advertiser
to place from one to 12 pages of advertisements within a 12 month period.
PRODUCTION AND DISTRIBUTION
Trade Shows. Trade shows consist of an exhibition hall, seminar programs and
ancillary services. The Company contracts with hotels and/or convention centers
for meeting rooms and exhibition space. Fees for such space are negotiated
based on the amount of space required, guaranteed hotel bookings and the length
of the show. The Company typically contracts for facilities for trade shows at
least a year in advance. The Company retains seminar speakers on a show-by-show
basis, with or without fees as the Company deems necessary or appropriate. The
Company co-promotes its international trade shows together with experienced
trade show promoters in the various locations where the trade shows are held.
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Publications. The Company's publications are designed and edited by a
combination of in-house staff and freelance writers. Editorial is laid out on
the Company's desktop publishing system. Advertisements are supplied as film,
or output to film, and combined with the editorial pages. Editorial and
advertising materials are then shipped in film form to printers for production
and distribution. The printer labels and mails the Company's publications to
subscribers in accordance with subscriber lists maintained by its fulfillment
companies. The Company has an agreement with Communications Data Services, Inc.
for fulfillment of its general circulation magazine subscriptions, and with
Omeda Communications, Inc. for fulfillment of its controlled circulation
newspaper. The Company has also retained the right to sell directly to
individual subscribers at regular subscription rates.
In November 1994, the Company signed a three year contract with R.R. Donnelley &
Sons Company ("R.R. Donnelley") to print its general circulation magazine,
INTERNET WORLD. In November 1995, the contract with R.R. Donnelley was amended
to include WEB WEEK. The Company is currently negotiating a long-term contract
for the printing of INTERNET SHOPPER.
The Company has a newsstand distribution agreement (the "Kable Agreement") with
Kable News Company, Inc. ("Kable") pursuant to which Kable has the exclusive
right, subject to certain exceptions, to distribute the Company's existing
general circulation magazines and a first option to distribute any of the
Company's other current and future publications on such terms as Kable and the
Company may agree. Kable pays to the Company approximately one-half the cover
price for magazines it distributes, less credit for copies returned to Kable by
its customers. The Kable Agreement expires in 2001, subject to automatic renewal
for subsequent five year terms, unless either party gives notice of termination.
In addition to Kable being the Company's primary national distributor, the
Company utilizes other distributors in areas where Kable or its wholesaler
customers are unable to provide service. These additional distributors are
International Periodical Distributors, Ingram Periodicals, Inc., Eastern News
and H.R. Nash.
Web Site. INTERNET.COM(formerly iWORLD), the Company's Web site for Internet
news and information resources, is designed and edited by a combination of in-
house staff and freelance writers. The editorial content and advertising space,
which are maintained on the Company's in-house servers, are updated on a daily
basis.
BACKLOG
At September 30, 1997, the Company had a backlog of approximately $24.4 million
as compared to backlog of approximately $17.2 million at September 30, 1996.
The Company anticipates that the majority of its backlog at September 30, 1997
will be recognized as revenue in the next 12 months. This backlog consisted of
prepayments for trade show exhibition space and seminar registration,
subscriptions for its general circulation magazines and newspaper, and
commitments for advertising in the Company's publications. Orders for
advertisements are generally cancelable without penalty. The Company's backlog
at any particular date may not be indicative of the Company's actual revenues
for any succeeding fiscal period.
COMPETITION
The market for Internet related products and services is extremely competitive.
The Company's trade shows compete for exhibitors and attendees with trade shows
organized by Digital Consulting, Inc., International Data Group, ZD Softbank,
Gartner Group, Inc., and to a lesser extent, numerous other technology related
trade shows, including personal computer and computer network related shows.
Some of the Company's trade show competitors are affiliated with major
publishers of technology related books and magazines. The Company's magazines
INTERNET WORLD and INTERNET SHOPPER and its newspaper WEB WEEK compete for
readers and advertising market share with numerous magazines and newspapers,
including general circulation and controlled circulation Internet and personal
computer magazines, and with non-print media such as Web sites, television,
radio and cable. The Company competes directly with no fewer than 30 magazines
and newspapers, and indirectly with numerous other information technology
publications. As the number of Internet users has increased dramatically, major
magazine publishers, including CMP Media Inc., International Data Group and
Ziff-Davis Publishing Company, have recently begun to publish or have announced
plans to publish or re-position magazines, newspapers and other periodicals
devoted to the Internet. Such competitors have substantially greater financial,
sales and marketing resources than the Company. As an online publisher for the
Internet industry, the Company's INTERNET.COM Web site competes with numerous
other Web sites. There can be no assurance that the Company will not face new
or increased competition in its markets. Increased competition could result in
significant reductions in the average selling price of the Company's
publications, advertising rates and services. In addition, competition could
result in increased advertising and promotion expenses which could adversely
affect the Company's results of operations.
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TRADEMARKS AND COPYRIGHTS
The Company registers each of its publications with the United States Copyright
Office. The Company has registered trademarks or service marks on the Principal
Register of the United States Patent and Trademark Office (the "PTO") which
include "MECKLERMEDIA", "MECKLER", "IW LABS", "WEB DEVELOPER", "INFOCACHE",
"ISDEX", "THE LIST", "VR WORLD", "VIRTUAL REALITY WORLD" and it has pending
United States trademark applications for the names "INTERNET WORLD", "WEB WEEK",
"WEB INTERACTIVE", "INTERNET SHOPPER", "INTERNET SHOPPER WORLD", "iWORLD",
"INTERNET.COM", "WW LABS", "INTERNET ADVERTISING REPORT", "WEBADVERTISER",
"INTERNET RESELLER", "INTERNET RESELLER NEWS", "INTRANET WORLD", "INFOCACHE",
"ISP WORLD", "WORLD WIDE WEB WEEK", "NET DAY", "THE LIST", "BROWSERWATCH", "WEB
POINTER", "THE INTERNET MEDIA COMPANY", "WHERE THE INTERNET COMES ALIVE", "WHERE
THE INTERNET MEANS BUSINESS", "CONSUMATE WINSOCK APPLICATIONS", "CWSAPPS",
"INTERNET NEWS", "INTERNETNEWS.COM", "PUSHWATCH", "PUSHWORLD", "VRML WORLD",
"WEB TOOLZ MAGAZINE" and the designs "INTERNET WORLD" and "WHERE WALL STREET
MEETS THE WEB". The Company has registered certain of its magazines and trade
show titles on the Supplemental Register of the PTO, which confers more limited
rights, beyond those available at common law, than does the Principal Register.
The Company also has international trademark registrations and has pending
trademark applications for certain trademarks in various countries around the
world. The Company has no patents, franchises or concessions.
REGULATION
The Company distributes its publications through the United States Postal
System, and is subject to regulations concerning the use of the mails, including
rate regulations.
EMPLOYEES
As of September 30, 1997, the Company had 182 full time employees. The Company
is not party to any collective bargaining agreement and has never experienced a
work stoppage, slowdown or strike. The Company believes that it maintains good
employee relations.
ITEM 2. DESCRIPTION OF PROPERTY
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The Company's principal executive offices are located in Westport, Connecticut,
where it leases an 18,699 square foot facility. In addition, the Company leases
sales offices in Wellesley, Massachusetts; New York, New York; Burlingame,
California; and London, England. The combined square footage of these locations
is approximately 15,000 square feet. The Company believes that these facilities
will be adequate to meet its needs through fiscal 1998.
ITEM 3. LEGAL PROCEEDINGS
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The Company is not a party to any material pending legal proceedings.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
a) The Registrant's 1997 Annual Meeting of Stockholders (the "Annual
Meeting") was held on March 26, 1997.
b) Proxies were solicited by the Registrant's management pursuant to
Regulation 14A under the Securities Exchange Act of 1934; there was
no solicitation in opposition to management's nominees for director
as listed in the proxy statement; and all of such nominees were
elected for a one-year term.
c) The following matters were voted upon at the Annual Meeting with
the voting results as indicated:
1. Proposal to approve the election of the individuals set forth
below to the Board of Directors of the Registrant to serve
until the 1998 Annual Meeting of Stockholders of the
Registrant.
<TABLE>
<CAPTION>
Nominee Votes For Votes Against Votes Withheld
------- --------- ------------- --------------
<S> <C> <C> <C>
Alan M. Meckler 6,661,318 - 4,391
Christopher S. Cardell 6,661,318 - 4,391
Wayne A. Martino 6,661,318 - 4,391
Michael J. Davies 6,661,318 - 4,391
Walter H. Lippincott 6,661,318 - 4,391
Gilbert F. Bach 6,661,318 - 4,391
</TABLE>
2. Proposal to approve an amendment to the Registrant's 1995 Stock
Option Plan providing for an increase in the number of shares
available for grant pursuant to the exercise of options
thereunder.
Votes For Votes Against Abstain
--------- ------------- -------
6,644,169 19,077 2,463
3. Proposal to appoint Arthur Andersen LLP, independent
accountants, to act as auditors for the Registrant for the year
ending September 30, 1997.
Votes For Votes Against Abstain
--------- ------------- -------
6,662,535 2,016 1,158
There were no broker non-votes in connection with any of the
proposals listed above.
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
The Common Stock of the Company began trading publicly on the NASDAQ Small Cap
Market on February 18, 1994, under the symbol "MECK". Prior to that date, there
was no public market for the Common Stock. The Common Stock has been traded on
the NASDAQ National Market under the same symbol since August 4, 1995. On
September 19, 1995, the Company paid a 100% stock dividend splitting the Common
Stock two for one. The following table sets forth for the periods indicated the
high and low sale prices of the Common Stock adjusted for the stock split.
<TABLE>
<CAPTION>
Fiscal 1997 High Low
- --------------- --------- -------
<S> <C> <C>
1/st/ Quarter $23 $16 3/4
2/nd/ Quarter 29 31/64 17 3/4
3/rd/ Quarter 27 1/8 17
4/th/ Quarter 26 1/8 17 7/8
Fiscal 1996
- ---------------
1/st/ Quarter $18 1/2 $10 7/8
2/nd/ Quarter 16 8 1/2
3/rd/ Quarter 24 1/2 11 1/4
4/th/ Quarter 21 3/4 14 1/2
</TABLE>
On September 30, 1997, the last sale price of the Common Stock was $23 3/16 per
share. As of November 24, 1997, there were 56 holders of record of Common Stock
and to the Company's knowledge, approximately 1,589 beneficial holders of Common
Stock.
DIVIDEND POLICY
The Company has never declared or paid a cash dividend and does not anticipate
doing so in the foreseeable future. The Company expects to retain earnings to
finance the expansion and development of its business.
RECENT SALES OF UNREGISTERED SECURITIES
For the fiscal year ended September 30, 1997, the Company did not make any sales
of securities which were not registered under the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
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The following is selected financial data for Mecklermedia Corporation for the
five years ended September 30, 1997.
(In thousands, except for per share amounts)
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $55,193 $ 30,594 $ 14,487 $ 8,326 $ 4,404
Operating income (loss) $ 1,894 ($4,734) ($2,854) ($2,541) ($16)
Income (loss) per share $ 0.43 ($0.46) ($0.17) ($0.64) ($0.05)
Total assets $51,781 $ 34,586 $ 26,700 $ 6,656 $ 1,678
Long-term debt $ - $ - $ - $ 5 $ 134
Cash dividends declared per share $ - $ - $ - $ - $ -
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
INTRODUCTION
- ------------
Since 1993, the Company has focused its efforts toward the Internet, launching
INTERNET WORLD magazine in August 1993. The Company launched its INTERNET WORLD
trade shows in 1994. In addition, the Company added its WEB WEEK newspaper and
INTERNET.COM World Wide Web site (formerly iWORLD) in 1995. The Company
launched INTERNET SHOPPER magazine in March 1997.
The Company derives its trade show revenues from exhibition and meeting space
sales, registration fees, and ancillary services which are recognized at the
time of the show. Trade show exhibition space sales are contracted as far as
one year in advance of the show. Companies that exhibit at trade shows pay on
the basis of the space that their exhibit occupies. The Company also derives
revenues from subscription sales and newsstand circulation of its magazines, the
sale of paid advertising for its magazines and newspaper, subscriber list
rentals, advertising and other revenues from INTERNET.COM, the Company's Web
site, and royalties from publishing licensing arrangements. Magazine and
newspaper revenues from the sale of advertising for any issue are recognized at
the time the issue is circulated. All newsstand magazines are sold on a
returnable basis and the Company typically receives approximately 50% of the
cover price from the distributor for copies sold. Newsstand revenues are
recognized based on the estimated net sales of the issue at the time of
distribution, adjusted for prior periods. Historically, adjustments have not
been material. Subscriptions are paid in advance and deferred subscription
liabilities are recorded at the time of payment. Subscription revenues are
recognized over the life of the subscription.
Since fiscal 1995, the Company has experienced significant increases in both
revenues and expenses. The primary contributors to the Company's revenue growth
during this period were increased exhibition space sales and attendance for
INTERNET WORLD trade shows and seminars, increased circulation and paid
advertising for its INTERNET WORLD magazine, and increased paid advertising for
its WEB WEEK newspaper, increased advertising for its INTERNET.COM Web site, and
increased revenues from list rentals. Increased expenses during this period to
support the Company's expanding operations were primarily attributable to higher
levels of advertising, promotion and selling, and general and administrative
expenses. As part of advertising, promotion, and selling expenses, the Company
defers realizable promotion costs on most direct mail promotions for its general
circulation magazines. These costs are amortized over the periods of the
subscriptions generated from these promotions not to exceed one year. The
Company anticipates that it will continue to incur significant advertising,
promotion and selling expense.
RESULTS OF OPERATIONS
- ---------------------
1997 COMPARED TO 1996
- ---------------------
Revenues. Revenues for the year ended September 30, 1997, increased 80% to
- --------
approximately $55.2 million from $30.6 million for the comparable period in
fiscal 1996. Trade show revenues for the year ended September 30, 1997, of
approximately $32.8 million increased by approximately $20.1 million, or 158%,
from the comparable period in fiscal 1996. This increase was due primarily to
the increase in exhibition space sales and registrations related to Fall
INTERNET WORLD 1996, which had paid exhibition space of approximately 240,000
square feet compared to 60,000 square feet for Fall INTERNET WORLD 1995, an
increase of 300%, and the increase in exhibition sales and registrations for
Spring INTERNET WORLD 1997, which had paid exhibition space of approximately
290,000 square feet compared to 120,000 square feet for Spring INTERNET WORLD
1996, an increase of 142%. In addition, the Company's newly launched INTERNET
WORLD SUMMER trade show, held in July 1997 at McCormick Place in Chicago also
contributed to the increase in trade show revenues, offset by the cancellation
of the INTERNET WORLD HOME & OFFICE EXPO, WEB INTERACTIVE and WEB DEVELOPER
trade shows. Magazines and newspaper revenues increased approximately $3.6
million which included approximately $3.6 million related to the growth in
advertising from WEB WEEK, which was partially due to an increase in frequency
to 37 issues in fiscal 1997 compared to 17 issues in fiscal 1996 and $557,000
related to the advertising and paid circulation of INTERNET SHOPPER which was
launched in March 1997. Offsetting this was the reduction of approximately
$600,000 in advertising and circulation revenues from INTERNET WORLD and other
magazine revenues. Other revenues increased to approximately $3.3 million for
the year ended September 30, 1997, from $2.4 million in the comparable period in
fiscal 1996, due primarily to increased list rentals, advertising and other
revenues from INTERNET.COM, the Company's Web site for Internet news and
information resources, and royalties from publishing licensing arrangements.
Cost of sales and direct costs. Cost of sales and direct costs include the
costs associated with producing trade shows and editing, producing and
distributing the Company's publications. Cost of sales and direct costs for the
year ended September
10
<PAGE>
30, 1997, increased to approximately $31.9 million from $18.6 million for the
comparable period in fiscal 1996. Trade show cost of sales and direct costs for
the year ended September 30, 1997, increased by approximately $8.4 million to
$16.3 million from the comparable period in fiscal 1996. The increase was
primarily due to the expansion of both Fall INTERNET WORLD 1996 and Spring
INTERNET WORLD 1997, and the introduction of INTERNET WORLD SUMMER trade show,
which was new in fiscal 1997. Gross profit after cost of sales and direct costs
for trade shows for the year ended September 30, 1997, increased $11.7 million
to approximately $16.6 million from $4.9 million for the comparable period in
fiscal 1996. The cost of sales and direct costs associated with trade shows
decreased from 62% to 50% of trade show revenue. This percentage decrease is
primarily attributable to the efficiencies of the larger Fall and Spring
INTERNET WORLD shows. Magazine and newspaper cost of sales and direct costs
increased by approximately $4.2 million for the year ended September 30, 1997,
from the comparable period for fiscal 1996. Of this increase, $3.5 million
related to the change in publication frequency of WEB WEEK newspaper from
monthly to weekly and $679,000 related to the launch of Internet Shopper in
March 1997. The cost of sales and direct costs associated with magazines and
newspaper increased from approximately 63% to 73% of magazines and newspaper
revenue from fiscal 1996 to fiscal 1997. This percentage increase is a function
of the higher costs associated with the increase in publication frequency of WEB
WEEK from monthly to weekly and the launch of INTERNET SHOPPER. Gross profit
after cost of sales and direct costs for magazines and newspaper for the year
ended September 30, 1997, decreased 11% to approximately $5.1 million from $5.7
million for the comparable period in fiscal 1996. Cost of sales and direct costs
for other revenues increased to $1.6 million for the year ended September 30,
1997, compared to $1.0 million in the comparable period in fiscal 1996, due
primarily to the expansion of the Company's INTERNET.COM Web site for Internet
news and information resources and costs associated with list rentals.
Advertising, promotion and selling expenses. Advertising, promotion and selling
expenses represent costs related to circulation and promotion, including direct
mail, newsstand promotion and fulfillment expense, sales commissions, and
advertising and marketing staff. In addition, advertising, promotion and
selling expenses include the amortization of deferred promotion costs.
Advertising, promotion and selling expenses for the year ended September 30,
1997, increased to approximately $12.5 million from $9.9 million for the
comparable period in fiscal 1996. Of this increase, approximately $1.7 million
was related to increased salaries and commissions which contributed to the
growth of advertising revenue for WEB WEEK.
General and administrative expenses. General and administrative expenses
include salaries, depreciation, amortization, telecommunications, insurance and
professional fees. General and administrative expenses for the year ended
September 30, 1997, increased 31% to approximately $8.9 million from $6.8
million for the comparable period in fiscal 1996. The increase related to costs
required to support current and anticipated growth of the Company.
Approximately $1.1 million of this increase was due to personnel costs and $1.0
million was due to increased depreciation and amortization expense. The Company
anticipates that future general and administrative expenses will increase in the
aggregate, although such expenses are expected to continue to decline as a
percentage of revenue.
Operating income. Operating income for the year ended September 30, 1997 was
$1.9 million, compared to an operating loss of approximately $4.7 million for
fiscal 1996. The Company achieved operating income as a result of revenues
increasing 80% to approximately $55.2 million in fiscal 1997 from $30.6 million
in fiscal 1996, offset by advertising, promotion, and selling expense increasing
27% to $12.5 million in fiscal 1997 from $9.9 million in fiscal 1996 and general
and administrative expenses rising 31% to $8.9 million in fiscal 1997 from $6.8
million in fiscal 1996. The advertising, promotion and selling expense increase
was primarily a result of sales commissions resulting from greater advertising
revenue and the circulation promotion programs which were implemented to grow
the paid circulation of INTERNET SHOPPER. General and administrative expense
increased as a result of staff additions and related costs to support the
anticipated revenue growth of the Company.
Interest income. Interest income, net for the year ended September 30, 1997,
increased to approximately $1.1 million from $1.0 million for the comparable
period in fiscal 1996.
Income taxes. The income tax benefit for the year ended September 30, 1997 of
$727,000, primarily relates to the elimination of valuation allowances due to
the anticipated utilization of the net operating loss carryforwards in fiscal
1998, offset by foreign income taxes and state capital taxes. For fiscal 1996,
the provision for income taxes of $135,000 was for foreign income taxes and
state capital taxes.
Net income (loss). Based upon the results discussed above, the Company's net
income increased to $3.7 million for fiscal 1997 from a net loss of $3.9 million
for fiscal 1996.
11
<PAGE>
1996 COMPARED TO 1995
Revenues. Revenues for the year ended September 30, 1996, increased 111% to
approximately $30.6 million from $14.5 million for the comparable period in
fiscal 1995. Trade show revenues for the year ended September 30, 1996, of
approximately $12.7 million increased by approximately $7.4 million, or 141%,
from the comparable period in fiscal 1995. This increase was due primarily to
the increase in exhibition space sales and registrations related to Fall
INTERNET WORLD 1995, which had paid exhibition space of approximately 60,000
square feet compared to 16,500 square feet for Fall INTERNET WORLD 1994, an
increase of 264%, and the increase in exhibition sales and registrations for
Spring INTERNET WORLD 1996, which had paid exhibition space of approximately
120,000 square feet compared to 40,000 square feet for Spring INTERNET WORLD
1995, an increase of 200%. In addition, the Company's INTERNET WORLD Canada,
INTERNET WORLD Home & Office Expo, WEB INTERACTIVE and WEB DEVELOPER trade
shows, all of which were new in Fiscal 1996, contributed to the increase in
trade show revenues, offset by the sale of the COMPUTERS IN LIBRARIES trade show
and the cancellation of the VR WORLD trade show. Magazines and newspaper
revenue increased approximately $7.4 million including approximately $5.7
million related to INTERNET WORLD, $2.4 million related to WEB WEEK and $735,000
related to WEB DEVELOPER, offset by the reduction of approximately $1.3 million
in revenues from publications divested by the Company. Advertising revenue for
INTERNET WORLD increased to approximately $6.5 million for the year ended
September 30, 1996, from approximately $2.4 million for the comparable period in
fiscal 1995 due to increased advertising volume and increased advertising prices
resulting from higher circulation. Circulation revenue increased for INTERNET
WORLD to approximately $5.3 million from approximately $3.8 million for the
comparable fiscal 1995 period. The increase in circulation revenue reflects the
growth in paid circulation which was approximately 320,000 for the October 1996
issue of INTERNET WORLD compared to approximately 227,000 for the October 1995
issue. This increase in paid circulation resulted from responses to direct mail
subscription promotions and increased level of single copy sales from
newsstands. Other revenues increased to approximately $2.4 million for the year
ended September 30, 1996, from $1.1 million in the comparable period in fiscal
1995, due primarily to increased list rentals, advertising and other revenues
from INTERNET.COM, the Company's Web site for Internet news and information
resources, and royalties from publishing licensing arrangements.
In November 1994, the Company sold CD ROM WORLD. The January 1995 issue of CD
ROM WORLD was the last published by the Company. Revenues for CD ROM WORLD for
the year ended September 30, 1995, were approximately $925,000. In February
1995 the Company also sold its COMPUTERS IN LIBRARIES magazine and related trade
show and INTERNET RESEARCH journal which together accounted for revenues of
approximately $550,000 for fiscal 1995. In addition, the directories CD ROMS IN
PRINT, BUSINESS AND LEGAL CD ROMS IN PRINT and GAMES AND ENTERTAINMENT ON CD
ROM, and the magazine VR WORLD were sold in fiscal 1995.
Cost of sales and direct costs. Cost of sales and direct costs include the
costs associated with producing trade shows, as well as editing, producing and
distributing the Company's publications. Cost of sales and direct costs for the
year ended September 30, 1996, increased to approximately $18.6 million from
$8.9 million for the comparable period in fiscal 1995. Trade show cost of sales
and direct costs for the year ended September 30, 1996, increased by
approximately $4.3 million to $7.9 million from the comparable period in fiscal
1995. The increase was primarily due to the expansion of both Fall INTERNET
WORLD 1995 and Spring INTERNET WORLD 1996, and the introduction of INTERNET
WORLD Canada, INTERNET WORLD HOME & OFFICE EXPO, WEB INTERACTIVE and WEB
DEVELOPER trade shows, all of which were new in fiscal 1996. In addition, the
costs associated with producing the Company's December 1995 VR WORLD trade show
and in canceling the Company's future VR WORLD trade shows contributed to the
increase in cost of sales and direct costs over the comparable period in fiscal
1995. Gross profit after cost of sales and direct costs for trade shows for the
year ended September 30, 1996, increased $3.2 million to approximately $4.9
million from $1.7 million for the comparable period in fiscal 1995. The cost of
sales and direct costs associated with trade shows decreased from 67% to 62% of
trade show revenue. This percentage decrease is primarily attributable to the
efficiencies of the larger Fall and Spring INTERNET WORLD shows. Magazine and
newspaper cost of sales and direct costs increased by approximately $4.8 million
for the year ended September 30, 1996, from the comparable period for fiscal
1995. This increase was primarily attributable to the higher print orders of
INTERNET WORLD magazine which were raised to fulfill a higher level of
subscription and newsstand sales, and for direct mail promotions. In fiscal
1996, the print order for INTERNET WORLD totaled approximately 6.4 million
copies, a 2.3 million copy increase over the 4.1 million copies for fiscal 1995.
The cost of sales and direct costs associated with magazines and newspaper
increased from approximately 62% to 63% of magazines and newspaper revenue from
fiscal 1995 to fiscal 1996. This percentage increase is a function of the
higher costs associated with the recent launch of WEB DEVELOPER and the increase
in publication frequency of WEB WEEK from monthly to biweekly, offset by
increased revenues received for INTERNET WORLD for advertising and circulation.
Gross profit after cost of sales and direct costs for magazines and newspaper
for the year ended September 30, 1996, increased 85% to approximately $5.7
million from $3.1 million for the comparable period in fiscal 1995. Cost of
sales and direct costs for other revenues increased to $1.0 million for the year
ended September 30, 1996, compared to $313,000 in the comparable period in
fiscal 1995, due primarily to the
12
<PAGE>
expansion of the Company's INTERNET.COM Web site for Internet news and
information resources and costs associated with list rentals.
Advertising, promotion and selling expenses. Advertising, promotion and selling
expenses represent costs related to circulation and promotion, including direct
mail, newsstand promotion and fulfillment expense, sales commissions, and
advertising and marketing staff. In addition, advertising, promotion and selling
expenses include the amortization of deferred promotion costs. Advertising,
promotion and selling expenses for the year ended September 30, 1996, increased
to approximately $9.9 million from $4.9 million for the comparable period in
fiscal 1995. Of this increase, approximately $4.1 million was due primarily to
circulation marketing efforts designed to increase the circulation of INTERNET
WORLD magazine, including approximately $464,000 related to renewing existing
subscriptions. For the year ended September 30, 1996, the Company incurred
expenses of approximately $2.1 million promoting WEB WEEK and WEB DEVELOPER,
compared to $159,000 for the same period in fiscal 1995. In addition, increased
advertising revenues resulted in an increase in sales commissions paid to the
Company's sales representatives of approximately $346,000.
General and administrative expenses. General and administrative expenses
include salaries, depreciation, telecommunications, insurance and professional
fees. General and administrative expenses for the year ended September 30, 1996,
increased 91% to approximately $6.8 million from $3.6 million for the comparable
period in fiscal 1995. The increase related to costs required to support
current and anticipated growth of the Company. Approximately $1.2 million of
this increase was due to personnel costs, $1.0 million was due to professional
fees for trademarks and other matters, $269,000 was due to increased
depreciation and amortization expense, and $158,000 was due to an increase in
the provision for bad debts resulting from increased advertising revenues. The
Company anticipates that future general and administrative expenses will
increase in the aggregate, although such expenses are expected to decline as a
percentage of revenue.
Operating loss. The operating loss for the year ended September 30, 1996,
increased to approximately $4.7 million from $2.9 million for fiscal 1995. The
increase in the operating loss was caused by the advertising, promotion and
selling expenses increasing 101% to $9.9 million in fiscal 1996 from $4.9
million in fiscal 1995 and general and administrative expenses rising 91% to
$6.8 million in fiscal 1996 from $3.6 million in fiscal 1995. The advertising,
promotion and selling expense increase was primarily a result of the circulation
promotion programs which were implemented to grow both the paid circulation of
INTERNET WORLD and the qualified controlled circulation of WEB WEEK, and as a
result of sales commissions resulting from greater advertising revenues. The
paid circulation of INTERNET WORLD increased 41% from 227,000 for the October
1995 issue to approximately 320,000 for the October 1996 issue. General and
administrative expense increased as a result of staff additions and related
costs to support the anticipated revenue growth of the Company.
Interest income. Interest income, net for the year ended September 30, 1996,
increased to approximately $1.0 million from $299,000 for the comparable period
in fiscal 1995, due to the investment of the net proceeds from the August 1995
public offering.
Net loss. As discussed above, the Company's net loss resulted primarily from
the investments made in the circulation development programs for INTERNET WORLD
and WEB WEEK as well as investments in the staff added to support the
anticipated revenue growth of the Company.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Since the beginning of fiscal 1994, the Company's primary sources of liquidity
have been the proceeds from sales of assets, borrowing under lines of credit
that have been repaid, its public offerings in February 1994 and August 1995 and
operations. Through its public offerings, the Company realized net proceeds,
after offering expenses and underwriters' discounts, of approximately $20.7
million. At September 30, 1997, the Company had cash and cash equivalents of
approximately $24.0 million, compared to $19.9 million at September 30, 1996.
Operating activities for the year ended September 30, 1997, provided
approximately $8.3 million in cash, due primarily to net income of approximately
$3.7 million for the period and changes in components of working capital.
The Company's net accounts receivable increased to approximately $4.0 million at
September 30, 1997, from $2.9 million at September 30, 1996, as a result of the
growth in advertising revenues in the period. Advance billings for future trade
shows increased to approximately $9.5 million at September 30, 1997 from $4.4
million at September 30, 1996 primarily as a result of advance billings for Fall
1997, Spring 1998, and Summer 1998 INTERNET WORLD trade shows. Accounts payable
and accrued expenses increased to approximately $8.0 million primarily as a
result of expanded domestic and international trade show activity. Deferred
trade show revenue increased to $21.4 million at September 30, 1997, from $12.1
million at September 30, 1996, primarily as a function of advanced billing for
Fall 1997, Spring 1998, and Summer 1998 INTERNET WORLD trade shows.
13
<PAGE>
The Company had capital expenditures of approximately $1.6 million for the year
ended September 30, 1997. This was primarily due to an increase in computer
equipment and software purchases required for the Company's general operating
activities and its INTERNET.COM Web site. The Company anticipates incurring a
similar level of capital expenditures in fiscal 1998. During the year ended
September 30, 1997, the Company also incurred approximately $3.1 million for Web
site acquisitions and for expenditures to register its various trade names in
the United States and throughout the world.
The Company realized net proceeds from the exercise of options of $606,000 and
expended $172,000 for the purchase of treasury stock for the year ended
September 30, 1997.
The Company believes that funds available will be sufficient to meet its
obligations and its anticipated capital requirements for the foreseeable future.
INCOME TAX MATTERS
- ------------------
At September 30, 1997 and 1996, the Company had future U.S. federal and state
income tax benefits of approximately $1.8 million and $3.4 million,
respectively, which are primarily attributable to net operating losses, the
excess of amortization of intangibles for financial reporting purposes over
income tax purposes, reserves recorded for financial reporting purposes and
inventory capitalization for income tax purposes. The income tax benefit for
the year ended September 30, 1997 of $727,000, primarily relates to the
elimination of valuation allowances due to the anticipated utilization of the
net operating loss carryforwards in fiscal 1998, offset by foreign income taxes
and state capital taxes. For fiscal 1996, the provision for income taxes of
$135,000 was for foreign income taxes state capital taxes.
At September 30, 1997 and 1996 Mecklermedia UK had future United Kingdom income
tax benefits of approximately $591,000 and $566,000, respectively, for which
valuation allowances have been fully provided.
INFLATION
- ---------
Management does not believe that inflation has a material impact on the
Company's results of operations. Management believes that it will be able to
increase prices to keep pace with inflationary increases in costs without a
significant decline in revenues.
14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -----------------------------------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Report of Independent Public Accountants 16
Consolidated Balance Sheets - September
30, 1997 and 1996 17-18
Consolidated Statements of Operations
for the years ended September 30,
1997, 1996 and 1995 19
Consolidated Statements of Changes in
Stockholders' Equity for the years
ended September 30, 1997, 1996, and
1995 20
Consolidated Statements of Cash Flows
for the years ended September 30,
1997, 1996 and 1995 21
Notes to Consolidated Financial
Statements 22-31
</TABLE>
15
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Mecklermedia Corporation:
We have audited the accompanying consolidated balance sheets of Mecklermedia
Corporation (a Delaware corporation) and subsidiaries as of September 30, 1997
and 1996, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years in the period
ended September 30, 1997. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
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 financial statements referred to above present fairly, in
all material respects, the financial position of Mecklermedia Corporation and
subsidiaries as of September 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1997 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
November 11, 1997
16
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
SEPTEMBER 30, 1997 AND 1996
---------------------------
(In thousands)
--------------
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $23,971 $19,859
Accounts receivable, less
allowances of $670 and $647,
respectively 3,960 2,935
Advanced billings for trade shows
(Note 2) 9,497 4,392
Current note receivable (Note 10) 230 213
Inventory (Note 2) 1,074 511
Prepaid trade show expenses
(Note 2) 3,198 2,265
Deferred income taxes (Note 3) 1,715 -
Prepaid expenses and other (Note 2) 1,594 584
------- -------
Total current assets 45,239 30,759
DEFERRED PROMOTION COSTS
AND OTHER ASSETS (Note 2) 120 719
DEFERRED INCOME TAXES (Note 3) 134 -
PROPERTY AND EQUIPMENT (Note 2):
Computer equipment 2,594 1,497
Furniture, fixtures and equipment 986 517
Leasehold improvements 341 297
------- -------
3,921 2,311
Less: Accumulated depreciation
and amortization (1,393) (652)
------- -------
2,528 1,659
INTANGIBLE ASSETS, net of accumulated
amortization of $1,026 and $193,
respectively (Note 2) 3,760 1,449
------- -------
Total assets $51,781 $34,586
======= =======
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
17
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
SEPTEMBER 30, 1997 AND 1996
---------------------------
(In thousands, except share and per share amounts)
--------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,219 $ 2,876
Accrued expenses 3,780 2,312
Deferred trade show revenue
(Note 2) 21,406 12,138
Deferred magazine revenue (Note 2) 2,640 2,586
------- -------
Total current liabilities 32,045 19,912
DEFERRED MAGAZINE REVENUE - LONG-TERM
(Note 2) 320 281
------- -------
Total liabilities 32,365 20,193
COMMITMENTS AND CONTINGENCIES (Note 4) - -
STOCKHOLDERS' EQUITY (Notes 6, 7 and 8):
Preferred stock ($.01 par value,
1,000,000 shares authorized,
no shares issued and outstanding) - -
Common stock ($.01 par value,
35,000,000 shares authorized,
8,526,896 and 8,479,243 shares
issued at September 30, 1997
and September 30, 1996,
respectively) 85 85
Additional paid-in capital 24,857 23,348
Treasury stock, at cost (10,000
shares in 1997) (172) -
Accumulated deficit (5,306) (9,050)
Foreign currency translation
adjustment (48) 10
------- -------
Total stockholders' equity 19,416 14,393
------- -------
Total liabilities and
stockholders' equity $51,781 $34,586
======= =======
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
18
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
-----------------------------------------------------
(In thousands, except per share amounts)
----------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
REVENUES:
Trade shows $32,818 $12,717 $ 5,277
Magazines and newspaper 19,067 15,511 8,096
Other 3,308 2,366 1,114
------- ------- -------
55,193 30,594 14,487
------- ------- -------
COST OF SALES AND DIRECT COSTS:
Trade shows 16,255 7,843 3,544
Magazines and newspaper 13,982 9,792 5,005
Other 1,625 996 313
------- ------- -------
31,862 18,631 8,862
------- ------- -------
Gross profit after cost of sales and
direct costs 23,331 11,963 5,625
OPERATING EXPENSES:
Advertising, promotion and selling 12,514 9,890 4,913
General and administrative 8,923 6,807 3,566
------- ------- -------
Operating income (loss) 1,894 (4,734) (2,854)
------- ------- -------
Interest income 1,123 1,001 299
Gain on sales of assets, net
(Note 10) - - 1,325
------- ------- -------
Income (loss) before income taxes 3,017 (3,733) (1,230)
Provision (benefit) for income taxes
(Notes 2 and 3) (727) 135 45
------- ------- -------
Net income (loss) $ 3,744 ($3,868) ($1,275)
======= ======= =======
Income (loss) per share (Note 2) $0.43 ($0.46) ($0.17)
======= ======= =======
Weighted average number of common
shares and equivalents (Note 2) 8,762 8,422 7,306
======= ======= =======
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
19
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
-----------------------------------------------------
(Dollars in thousands, except share amounts)
--------------------------------------------
<TABLE>
<CAPTION>
Foreign
Common Stock Additional Currency Total
---------------------- Paid-In Treasury Accumulated Translation Stockholders
Shares (a) Amount Capital Stock Deficit Adjustment Equity
------------ -------- ---------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, September 30, 1994 7,100,276 $71 $ 6,898 $ - ($3,907) ($3) $ 3,059
Net loss - - - - (1,275) - (1,275)
Common stock issued in public offering
(Note 7) 1,000,000 10 15,205 - - - 15,215
Options exercised by directors and
employees 88,600 1 273 - - - 274
Warrants exercised 180,000 2 614 - - - 616
Foreign currency translation adjustment
- - - - - - -
--------- --- ------- ----- ------- ---- -------
BALANCE, September 30, 1995 8,368,876 84 22,990 - (5,182) (3) 17,889
--------- --- ------- ----- ------- ---- -------
Net loss - - - - (3,868) - (3,868)
Options exercised by directors and
employees 98,826 1 372 - - - 373
Shares tendered in lieu of cash
for exercise of options (Note 12) (3,959) - (70) - - - (70)
Warrants exercised 15,500 - 56 - - - 56
Foreign currency translation adjustment
- - - - - 13 13
--------- --- ------- ----- ------- ---- -------
BALANCE, September 30, 1996 8,479,243 85 23,348 - (9,050) 10 14,393
--------- --- ------- ----- ------- ---- -------
Net income - - - - 3,744 - 3,744
Options exercised by directors and
employees 47,653 - 606 - - - 606
Elimination of income tax valuation
allowances for disqualifying stock
option dispositions - - 903 - - - 903
Purchase of treasury stock (10,000) - - (172) - - (172)
Foreign currency translation adjustment
- - - - - (58) (58)
--------- --- ------- ----- ------- ---- -------
BALANCE, September 30, 1997 8,516,896 $85 $24,857 ($172) ($5,306) ($48) $19,416
========= === ======= ===== ======= ==== =======
</TABLE>
(a) All share amounts have been restated to retroactively reflect the two-
for-one stock split which occurred on September 19, 1995 (see Note 7).
The accompanying notes to consolidated financial statements are an
integral part of these statements.
20
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
-----------------------------------------------------
(In thousands)
--------------
<TABLE>
<CAPTION>
1997 1996 1995
------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,744 ($3,868) ($1,275)
Adjustments to reconcile net cash
provided by (used in) operations-
Depreciation and amortization 1,574 555 286
Accretion of interest income
on note receivable (24) (41) (32)
(Gain) on sales of assets, net - - (1,325)
Deferred income tax benefit (946) - -
Changes in assets and liabilities-
(Increase) in accounts
receivable and advanced
billings for trade shows (6,130) (5,027) (1,375)
(Increase) decrease in
inventory (563) 155 (274)
(Increase) in prepaid trade
show expenses (933) (584) (1,350)
(Increase) decrease in
prepaid expenses and other (1,010) (243) 152
Decrease (increase) in
deferred promotion costs 394 (14) (189)
Increase in accounts payable
and accrued expenses 2,811 2,414 753
Increase in deferred trade
show revenue 9,268 8,303 3,568
Increase in deferred magazine
revenue 93 679 1,410
------- ------- -------
Net cash provided by
(used in) operating
activities 8,278 2,329 349
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from notes receivable 212 200 25
Proceeds from sales of assets - - 703
Sales of short-term investments - 9,947 1,979
Purchases of short-term investments - (9,947) -
Additions to property and equipment (1,610) (970) (686)
Additions to intangibles (3,144) (1,500) (138)
------- ------- -------
Net cash provided by
(used in) investing
activities (4,542) (2,270) 1,883
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from public offering, net
of expenses and underwriting
discounts - - 15,215
Proceeds from exercise of options
and warrants 606 359 890
Purchase of treasury stock (172) - -
Repayment of notes and loans, net - (14) (16)
------- ------- -------
Net cash provided by
(used in) financing
activities 434 345 16,089
------- ------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (58) 13 -
------- ------- -------
Net increase in cash and cash
equivalents 4,112 417 18,321
------- ------- -------
CASH AND CASH EQUIVALENTS, beginning of
period 19,859 19,442 1,121
------- ------- -------
CASH AND CASH EQUIVALENTS, end of period $23,971 $19,859 $19,442
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Cash paid for interest $ - $ 1 $ 1
Cash paid for income taxes $ 145 $ 88 $ 29
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
21
<PAGE>
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SEPTEMBER 30, 1997, 1996 AND 1995
---------------------------------
(1) The Company:
-----------
The Company is a leading provider of information about the Internet through its,
(i) INTERNET WORLD trade shows and conferences (ii) publication of INTERNET
WORLD, a monthly general circulation magazine, (iii) publication of WEB WEEK, a
weekly business-to-business controlled circulation newspaper, (iv) publication
of INTERNET SHOPPER, a bimonthly general circulation magazine, and (v)
INTERNET.COM (formerly WORLD), the Company's Web site for Internet news and
information resources. Since all of the Company's products and services relate
to providing Internet-related information to business and information technology
professionals, and consumers, the Company's success is dependent on the
continued growth of the Internet.
(2) Summary of Significant Accounting Policies:
------------------------------------------
Principles of consolidation-
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions have
been eliminated. Investments in affiliated international trade shows are
accounted for using the equity method. The Company's investment interests in
these affiliated international trade shows range from 25% to 50%.
Revenue recognition-
-------------------
Trade show revenue-
------------------
Proceeds from the sale of trade show space and prepaid admission
fees are deferred and recognized as revenue at the time the trade
shows are held. Equity income from the Company's international
trade shows is included in trade show revenue.
Magazine and newspaper revenues-
-------------------------------
Subscription revenues-
---------------------
Proceeds from subscriptions are recorded as deferred magazine
revenue when received and are included in revenue over the terms
of the subscriptions, generally one to two years, upon
commencement of subscription services. Subscriptions expiring
within one year are included as a current liability and the
portion of the subscriptions in excess of one year are classified
as a non-current liability under the caption deferred magazine
revenue.
Newsstand revenue-
-----------------
Sales to newsstand distributors are recognized as revenue in the
month of distribution utilizing historical experience to estimate
the ultimate sales of magazines to the newsstand. In the event
that actual sales differ from estimates, adjustments are made in
subsequent months. Historically, these adjustments have not been
material.
Magazine advertising revenue-
----------------------------
Revenue from the sales of advertising space in magazines and
newspaper is recognized at the time the issue is circulated.
22
<PAGE>
Other revenues-
--------------
Revenue from list rentals is recognized at the time of use by the
renter. Revenue from the sales of advertising space in the
Company's INTERNET.COM Web site is recognized at the end of each
display period, which typically does not exceed one month.
Royalty revenue from the sales of books and directories is
recognized upon shipment.
Use of estimates-
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Foreign currency translation-
- ----------------------------
Assets and liabilities of the Company's foreign subsidiary are translated into
U.S. dollars using the exchange rate in effect at the balance sheet date.
Results of operations are translated using the average exchange rate prevailing
throughout the period. The effects of exchange rate fluctuations on translating
foreign currency assets and liabilities into U.S. dollars are included as part
of the foreign currency translation adjustment component of stockholders'
equity, while gains and losses resulting from foreign currency transactions are
included in net income (loss).
Cash and cash equivalents-
- -------------------------
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
Inventory-
- ---------
Inventory is stated at the lower of cost (first-in, first-out) or market.
Components of inventory are as follows as of September 30, 1997 and 1996 (in
thousands):
1997 1996
---- ----
Paper $ 667 $ -
Work-in-process 407 437
Finished goods - 74
------ -----
$1,074 $ 511
====== =====
Publication costs of magazines and the newspaper, including paper, editorial,
typesetting and printing costs are included in work-in-process until the issue
or volume is released for sale, at which time the related costs are charged to
operations.
Prepaid trade show expenses-
- ---------------------------
Prepaid trade show expenses consist of deposits on trade show facilities,
advertising and promotion and related direct labor costs. These costs are
expensed at the time the trade show is held. Advances to the Company's
affiliated international trade shows are included in prepaid trade show
expenses.
Prepaid expenses and other-
- --------------------------
Prepaid expenses and other consist principally of refundable deposits, royalty
advances and other prepaid items.
23
<PAGE>
Deferred promotion costs-
- ------------------------
The Company defers promotion costs, which are primarily printing, list rental
and mailing costs, on most direct mail promotions for its general circulation
magazines in accordance with AICPA Statement of Position 93-7. These costs,
which are deferred to the extent of additional subscription revenues less
incremental fulfillment costs, are amortized over the periods of the
subscriptions generated from these promotions not to exceed one year. At
September 30, 1997 and 1996, approximately $69,000, and $481,000, respectively,
of promotion costs were deferred as assets. All other advertising and promotion
expenses except these direct mail promotions are expensed at the time the
advertising takes place. Total advertising, promotion and selling expense for
the years ended September 30, 1997, 1996 and 1995, was approximately $12.5
million, $9.9 million and $4.9 million, respectively, which included $12,000,
$113,000 and $96,000 for deferred amounts written down to net realizable value.
Property and equipment-
- ----------------------
Property and equipment are stated at cost. The Company records depreciation,
using the straight-line method, in amounts sufficient to write-off the cost of
depreciable assets over the following estimated useful lives:
Computer equipment 3-5 years
Furniture, fixtures and equipment 3-10 years
Leasehold improvements Estimated useful lives or lease term,
whichever is shorter
Depreciation expense amounted to $741,000, $363,000 and $246,000 for the years
ended September 30, 1997, 1996 and 1995, respectively.
Maintenance and repair expenditures are charged to appropriate expense accounts
in the period incurred; replacements, renewals and betterments are capitalized.
Upon sale or other disposition of property, the cost and accumulated
depreciation of such properties are eliminated from the accounts and the gains
or losses thereon are reflected in operations.
Intangible assets-
- -----------------
Intangible assets are stated at cost and consist of the following as of
September 30, 1997 and 1996 (in thousands):
1997 1996
--------- --------
Acquisition costs (a) $ 2,744 $ 998
Trademarks and copyrights 2,042 644
------- ------
4,786 1,642
Less: Accumulated amortization (1,026) (193)
------- ------
Intangible assets, net $ 3,760 $1,449
======= ======
(a) Acquisition costs pertain to publishing rights, sponsorship rights and
subscription lists, which the Company has acquired for various trade
shows and magazines. Acquisition costs also pertain to Web site
acquisitions.
Intangible assets are being amortized using the straight-line method over the
estimated useful lives of three to five years.
Amortization expense amounted to $833,000, $192,000 and $41,000 for the years
ended September 30, 1997, 1996 and 1995, respectively.
The Company periodically reviews the carrying value of its intangible assets and
property and equipment to determine whether an impairment may exist. The
Company considers relevant cash flow, estimated future operating trends and
other available information in assessing whether the carrying value of these
assets can be recovered. The Company believes no such impairment exists as of
September 30, 1997.
24
<PAGE>
General promotion costs-
- -----------------------
Costs incurred in connection with the general procurement of subscriptions,
other than direct mail promotions capitalized, and the general promotion of new
projects are expensed in the year incurred.
Income taxes-
- ------------
The Company follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" for the calculation of its income tax expense and
related liabilities.
Income (loss) per share-
- -----------------------
The weighted average number of common shares outstanding as presented have been
adjusted for the two-for-one stock split which occurred on September 19, 1995
and for dilutive common stock equivalents for fiscal 1997 (see Note 7).
Presentation-
- ------------
Certain amounts have been reclassified in the prior year statements to conform
to the current year presentation.
Other-
- -----
The Company does not believe any recently issued accounting standards will have
a material impact on its financial condition or results of operations.
(3) Income Taxes:
-------------
Income (loss) before income taxes consists of the following (in thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------
1997 1996 1995
---------- --------- --------
<S> <C> <C> <C>
Domestic $3,083 ($4,113) ($786)
Foreign (66) 380 (444)
------ ------- -------
$3,017 ($3,733) ($1,230)
====== ======= =======
</TABLE>
The provision (benefit) for income taxes consists of the following (in
thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------
1997 1996 1995
---------- --------- --------
<S> <C> <C> <C>
Current provision (benefit)
Federal $ - $ - $ -
State 59 64 45
Foreign 121 71 -
----- ---- ----
180 135 45
Deferred provision (benefit)
Federal (779) - -
State (128) - -
Foreign - - -
----- ---- ----
($727) $135 $ 45
===== ==== ====
</TABLE>
25
<PAGE>
At September 30, 1997 and 1996, the Company had future U.S. federal and state
income tax benefits of approximately $1.8 million and $3.4 million as follows
(in thousands):
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Net operating losses $1,346 $ 2,897
Excess of amortization of intangibles
for financial reporting purposes over
income taxes 260 69
Excess of depreciation of property and
equipment for income tax purposes
over financial reporting (126) (41)
Reserves recorded for financial
reporting purposes 291 377
Inventory capitalization for income tax
purposes 78 95
------ -------
Total future federal and state income
tax benefits 1,849 3,397
Less valuation allowances - (3,397)
------ -------
Deferred income tax asset $1,849 $ -
====== =======
</TABLE>
At September 30, 1997, the Company had available net operating loss ("NOL")
carryforwards for U.S. federal income tax purposes of approximately $3.5 million
which will expire from 2009 to 2011. These NOL's include approximately $2.4
million related to disqualifying incentive stock option dispositions for which
the income tax benefit has been charged against additional paid-in capital.
During 1997, the Company eliminated valuation allowances for future federal and
state income tax benefits to recognize a deferred income tax asset of
approximately $1.8 million, of which approximately $900,000 related to
disqualifying incentive stock option dispositions which was credited to
additional paid-in capital. The recognized deferred tax asset is based upon
expected utilization of net operating loss carryforwards and reversal of certain
temporary differences. The ultimate realization of the deferred income tax
asset will require aggregate taxable income of approximately $5.0 million in
future periods which, based on the trends of operations, the Company believes is
more likely than not.
At September 30, 1997, and 1996, Mecklermedia Limited, the Company's wholly-
owned United Kingdom subsidiary, had future United Kingdom income tax benefits
of approximately $591,000 and $566,000, for which valuation allowances have been
fully provided.
A reconciliation setting forth the difference between the effective income tax
rate of the Company and the U.S. Federal statutory income tax rate is as follows
(in thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
---------------------------
1997 1996 1995
-------- -------- ------
<S> <C> <C> <C>
Federal statutory rate $ 1,026 ($1,269) ($418)
State income taxes 187 64 45
Foreign income taxes 121 71 -
Foreign losses without income tax
benefits 22 44 151
Domestic losses without income tax
benefits - 1,200 260
Elimination of valuation allowances (2,134) - -
Provision for non-deductible expenses 51 25 7
------- ------- -----
($727) $ 135 $ 45
======= ======= =====
</TABLE>
26
<PAGE>
(4) Commitments and Contingencies:
-----------------------------
The following is a schedule of approximate annual future minimum rental payments
required under operating leases that have initial or remaining noncancelable
lease terms in excess of one year as of September 30, 1997 (in thousands):
Fiscal Year
-------------
1998 $ 494
1999 466
2000 274
2001 164
2002 27
------
Total $1,425
======
For the years ended September 30, 1997, 1996, and 1995, the total rent expense
incurred by the Company was approximately $446,000, $235,000 and $122,000,
respectively.
The Company has employment agreements with two key employees with terms ranging
from nine months to one year.
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position of the Company.
(5) Transactions with Related Parties:
---------------------------------
A director of the Company is a principal in a law firm which provides counsel to
the Company. The Company incurred expenses of approximately $36,000, $74,000
and $110,000 related to services provided by this law firm for the years ended
September 30, 1997, 1996 and 1995, respectively.
(6) Preferred Stock:
---------------
In December 1993, the Company authorized the issuance of 1,000,000 shares of
preferred stock, $.01 par value (the "Preferred Stock").
The Board of Directors has the authority, without further vote or action by the
stockholders, to issue the undesignated shares of Preferred Stock in one or more
series and to fix all rights, qualifications, preferences, limitations and
restrictions of each series, including dividend rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series.
(7) Common Stock:
-------------
On December 23, 1996, the Company's Board of Directors authorized the Company to
purchase up to $2.0 million of the Company's common stock in the public market.
On May 15, 1997, the Company purchased 10,000 shares of its common stock for
$172,000.
On March 13, 1996, the Company's stockholders approved an increase in the number
of authorized shares of common stock from 9,000,000 to 35,000,000.
The Company's Board of Directors approved a two-for-one split of the Company's
common stock in the form of a 100% stock dividend payable on September 19, 1995.
A total of 4,184,438 shares of common stock were issued in connection with the
split. All share and per share amounts have been restated to retroactively
reflect the stock split.
27
<PAGE>
On August 10, 1995, the Company completed a public offering of 1,000,000 shares
of common stock. The shares were sold to the underwriters at a price of $16.75
before underwriters' discount. The Company realized net proceeds, after
expenses and underwriters' discount, of approximately $15.2 million from the
offering.
In fiscal 1996 and 1995, warrants to purchase 15,500 and 180,000 shares of
common stock, respectively, for $3.60 per share were exercised. The Company
realized net proceeds, after expenses, of approximately $56,000 and $616,000,
respectively. As of September 30, 1996, the Company had warrants outstanding to
purchase 4,500 shares of common stock exercisable at a price of $3.60 per share.
(8) Stock Option Plans:
------------------
In December 1993, the Company established a stock option plan under which the
Company may issue qualified incentive stock options to key employees, including
officers, up to an aggregate of 400,000 shares of common stock. The purchase
price of the common stock under each option will be at least 100% of the fair
market value of the shares on the date of grant. The plan will terminate on
December 1, 2003.
In January 1995, the Company established a second stock option plan under which
the Company may issue qualified incentive stock options to key employees,
including officers, up to an aggregate of 400,000 shares of common stock. This
amount was increased to 800,000 shares during fiscal 1997 through a plan
amendment. The purchase price of the common stock under each option will be at
least 100% of the fair market value of the shares on the date of the grant. The
plan will terminate on January 31, 2005.
A summary of the status of the Company's two stock option plans as of September
30, 1997, 1996 and 1995, and changes during the years ending on those dates is
presented below (in thousands, except per share amounts):
<TABLE>
<CAPTION>
1997 1996 1995
--------------------------- ------------------------------- --------------------------
Weighted
Average Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
-------- -------------- -------- ---------------- ------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year 521 $10.78 455 $ 7.37 273 $ 3.38
Granted 210 $20.21 260 $15.39 343 $ 8.71
Exercised (48) $12.73 (99) $ 3.78 (89) $ 3.09
Forfeited (58) $17.25 (95) $ 9.19 (72) $ 3.78
------ ------ ------
Outstanding at end of year 625 $13.19 521 $10.78 455 $ 7.37
====== ====== ======
Options exercisable at end
of year 272 $ 9.22 191 $ 8.14 182
====== ====== ======
Weighted average fair value
of options granted during
year $14.34 $10.85
====== ======
</TABLE>
The following table summarizes information about stock options outstanding at
September 30, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------------------- ---------------------------------
Options Options
Outstanding Weighted-Average Exercisable
at September Remaining Weighted-Average at September Weighted-Average
Range of Exercise Prices 30, 1997 Contractual Life Exercise Price 30, 1997 Exercise Price
- ------------------------ ------------ ---------------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
$2.89 - $ 8.95 178 6.9 years $ 3.67 141 $ 3.57
$9.88 - $15.38 150 8.1 years $13.19 75 $13.36
$16.00 - $21.75 251 8.9 years $18.45 56 $17.82
$23.00 - $27.50 46 9.5 years $24.93 - -
--- ---
625 272
=== ===
</TABLE>
28
<PAGE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions used for
grants in 1997 and 1996, respectively: risk-free interest rates of 6.0% and
6.3%; expected lives of 5.0 years; expected dividend rate of zero; and expected
volatility of 78.6% and 85.4%.
The Company applies Accounting Principles Board Opinion No. 25 in accounting for
its stock option plans. Accordingly, no compensation expense has been
recognized for its stock option plans. If compensation expense had been
determined in accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation", net income would have been
reduced by $2.3 million for 1997, and net loss would have been increased by $2.2
million for 1996. Earnings per share would have been reduced $.26 for both
fiscal 1997 and 1996.
(9) Employee Benefit Plan:
---------------------
The Company has a contributory plan which qualifies under Section 401(k) of the
Internal Revenue Code for employees meeting certain service requirements. The
plan allows eligible employees to contribute up to 15% of their compensation to
the plan. At the discretion of the Board of Directors, the Company may also
make contributions dependent on profits each year for the benefit of all
eligible employees under the plan. There were no discretionary contributions
for the years ended September 30, 1997, 1996 and 1995.
(10) Sales of Assets:
---------------
On November 11, 1994, the Company sold CD ROM World to PC World for $110,000
cash and assumption of the deferred subscription liabilities of approximately
$260,000. In addition, the Company received proceeds in the form of advertising
space and subscription list usage. The January 1995 issue of CD ROM World was
the last issue the Company published. The Company recognized a gain of $241,000
on the sale based on the cash proceeds and deferred subscription liability
assumed by PC World. No value has been ascribed to the advertising space and
subscription list usage. CD ROM World's revenues, costs of sales and direct
costs, and advertising and promotion expenses were approximately $925,000,
$486,000 and $225,000, respectively, for fiscal 1995.
On January 31, 1995, the Company sold the publishing rights to a directory known
as the OPAC Directory to Learned Information, Inc. for $8,000 and a short-term
note receivable of $8,000. The Company recognized a gain of $7,000 on the sale
for the year ended September 30, 1995.
On February 8, 1995, the Company sold its journal INTERNET RESEARCH to MCB
University Press for $100,000 and the assumption of INTERNET RESEARCH's deferred
subscription liabilities of approximately $33,000. The Company recognized a
gain of $133,000 on the sale for the year ended September 30, 1995.
On February 16, 1995, the Company sold its magazine COMPUTERS IN LIBRARIES and
rights to its trade show of the same name to Learned Information, Inc. for
$200,000, a non-interest bearing note receivable of $675,000 to be collected
over three years and the assumption of COMPUTERS IN LIBRARIES' deferred
subscription liabilities of approximately $180,000. The non-interest bearing
note receivable has been discounted at 9.0%. The Company recognized a gain of
$950,000 on the sale for the year ended September 30, 1995. COMPUTERS IN
LIBRARIES magazine and trade show had revenues, costs of sales and direct costs,
and advertising and promotion expenses of approximately $540,000, $351,000 and
$46,000, respectively, for fiscal 1995.
On May 18, 1995, the Company sold its publishing rights to CD ROMS IN PRINT to
Gale Research, a division of Thomson Information, Inc. for $278,000. The
Company recognized no material gain or loss on the sale for the year ended
September 30, 1995.
On June 26, 1995, the Company sold its magazine VR WORLD to Miller Freeman, Inc.
in exchange for Miller Freeman, Inc. assuming the VR WORLD deferred subscription
liabilities of approximately $53,000. The Company recognized a gain of $11,000
on the sale for the year ended September 30, 1995.
29
<PAGE>
(11) Business Segments and Geographic Information:
--------------------------------------------
Information with respect to the revenues, operating income (loss), identifiable
assets, additions to property and equipment and intangibles, and depreciation
and amortization of the Company's principal business segments is as follows (in
thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUES:
Trade shows $ 32,818 $ 12,717 $ 5,277
Magazines and newspaper (a) 19,067 15,511 8,096
Other 3,308 2,366 1,114
-------- -------- --------
$ 55,193 $ 30,594 $ 14,487
======== ======== ========
OPERATING INCOME (LOSS):
Trade shows $ 12,400 $ 2,555 $ 230
Magazines and newspaper (10,379) (7,472) (2,968)
Other (127) 183 (116)
-------- -------- --------
$ 1,894 ($4,734) ($2,854)
======== ======== ========
IDENTIFIABLE ASSETS:
Trade shows $ 14,737 $ 7,807 $ 2,731
Magazines and newspaper 7,131 3,698 2,101
Other 2,790 1,190 541
Cash and other - unallocated 27,123 21,891 21,327
-------- -------- --------
$ 51,781 $ 34,586 $ 26,700
======== ======== ========
ADDITIONS TO PROPERTY AND
EQUIPMENT AND INTANGIBLE ASSETS:
Trade shows $ 1,319 $ 982 $ 84
Magazines and newspaper 983 728 -
Other 1,860 394 107
Corporate - unallocated 592 366 633
-------- -------- --------
$ 4,754 $ 2,470 $ 824
======== ======== ========
DEPRECIATION AND AMORTIZATION:
Trade shows $ 431 $ 61 $ 6
Magazines and newspaper 305 68 -
Other 358 46 36
Corporate - unallocated 480 380 244
-------- -------- --------
$ 1,574 $ 555 $ 286
======== ======== ========
</TABLE>
30
<PAGE>
Significant financial information by geographic area is as follows (in
thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------
1997 1996 1995
------- -------- --------
<S> <C> <C> <C>
REVENUES:
United States (b) $54,419 $ 30,003 $ 14,090
Europe 347 432 397
Other 427 159 -
------- -------- --------
$55,193 $ 30,594 $ 14,487
======= ======== ========
NET INCOME (LOSS):
United States (b) $ 4,872 ($3,310) ($831)
Europe (66) (130) (444)
Other (1,062) (428) -
------- -------- --------
$ 3,744 ($3,868) ($1,275)
======= ======== ========
IDENTIFIABLE ASSETS:
United States (b) $51,047 $ 33,736 $ 26,582
Europe 734 850 118
Other - - -
------- -------- --------
$51,781 $ 34,586 $ 26,700
======= ======== ========
</TABLE>
(a) Magazines and newspaper revenues consist of the following (in thousands):
<TABLE>
<CAPTION>
Year Ended September 30,
-----------------------------
1997 1996 1995
------- -------- --------
<S> <C> <C> <C>
Advertising revenues $13,058 $ 9,413 $ 3,257
Circulation revenues 5,678 5,908 4,605
All other 331 190 234
------- -------- --------
Total magazines and newspaper revenues $19,067 $ 15,511 $ 8,096
======= ======== ========
</TABLE>
All magazines and newspaper costs of sales and direct costs relate to
circulation revenues. The Company does not incur any incremental costs of sales
and direct costs with respect to advertising revenues.
(b) Includes United States and Canada
(12) Supplemental Disclosure of Noncash Investing and Financing Activities:
---------------------------------------------------------------------
Year ended September 30, 1996
A former employee tendered 3,959 shares of common stock with a fair value of
approximately $70,000 in lieu of cash for the exercise of stock options.
Year ended September 30, 1995
In connection with the sales of assets described in Note 10, the buyers assumed
aggregate deferred subscription liabilities of approximately $521,000 from
Company during the year ended September 30, 1995. In addition, the Company
received notes receivable of $650,000 in connection with certain of these sales.
31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE.
- ---------------------
None.
PART III
- --------
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT
- --------------------------------------------------------
The Directors and Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company
- ---- --- -------------------------
<S> <C> <C>
Alan M. Meckler 52 Director, Chairman of the Board and Chief
Executive Officer
Christopher S. Cardell 38 Director, President, Chief Operating Officer
and Chief Financial Officer
Carl S. Pugh 43 President and Chief Operating Officer, North
American Trade Show and Seminar Group
Wayne A. Martino 38 Director
Michael J. Davies 52 Director
Walter H. Lippencott 58 Director
Gilbert F. Bach 66 Director
</TABLE>
Alan M. Meckler has been Chairman of the Board and Chief Executive Officer of
the Company since December 1993 and has been President and a director of the
Company since 1971. Mr. Meckler has also held the office of Chairman of the
Board of the Company during certain periods since 1971, and is the only person
to have held the offices of Chairman of the Board, Chief Executive Officer or
President since the Company's founding.
Christopher S. Cardell has been President, Chief Operating Officer and Chief
Financial Officer of the Company since November 1997, and a director since
February 1997. Prior to November 1997, Mr. Cardell held the office of Executive
Vice President, Chief Operating Officer and Chief Financial Officer. He joined
the company as Senior Vice President and Chief Financial Officer on January 2,
1996. Prior to that time, Mr. Cardell was a Senior Manager with Arthur Andersen
LLP.
Carl S. Pugh has been President and Chief Operating Officer of the Company's
North American Trade Show and Seminar Group since October 1995. For the four
years before joining the Company, Mr. Pugh was President of Cowles Event
Management, a division of Cowles Business Media. Between 1985 and 1990, Mr. Pugh
was with the Conference Management Corporation serving as Chief Executive
Officer for the last three years.
Wayne A. Martino has been a director of the Company since December 1993. Mr.
Martino is a member of the bar in the State of Connecticut and has been a
principal at the law firm of Brenner, Saltzman & Wallman (formerly Brenner,
Saltzman, Wallman & Goldman) since 1991. Mr. Martino served as an associate of
that firm until he assumed his present position.
Michael J. Davies has been a director of the Company since January 1996. Mr.
Davies has been a principal with American Business Partners since July 1997.
Prior to that he was the Managing Director, Corporate Finance, of the investment
bank Legg Mason Wood Walker, Incorporated ("Legg Mason") since 1993. Before
joining Legg Mason, Mr. Davies was the Publisher of the newspaper, the Baltimore
Sun, between 1990 and 1993.
Walter H. Lippincott has been a director of the Company since January 1996. Mr.
Lippincott has been the Director and Chief Executive Officer of the Princeton
University Press, a non-profit publisher of scholarly books for the last nine
years.
Gilbert F. Bach has been a director of the Company since February 1997. Mr.
Bach retired on January 1, 1997, from Lehman Bros., where he held various
positions from 1979 through 1996, most recently as a Managing Director. From
1955 to 1979, Mr. Bach held various positions at Hirsch & Co. and Loeb Rhoades &
Co.
32
<PAGE>
All directors hold office until the next annual meeting of stockholders of the
Company or until their successors have been elected. However, any director may
be removed from office, with or without cause, by the affirmative vote of a
majority of the combined voting power of the then outstanding shares of stock of
all classes and series entitled to vote thereon. Any director may also be
removed from office with cause by the affirmative vote of a majority of the
members of the board of directors other than the director who is subject to such
vote.
The Company's Board of Directors has established a Compensation Committee, a
Stock Option Committee and an Audit Committee. The Compensation Committee
establishes salaries, incentives and other forms of compensation, administers
the Company's benefit plans and recommends policies relating to such plans. The
Stock Option Committee administers the Company's 1993 Stock Option Plan and the
1995 Stock Option Plan. The Audit Committee reviews the Company's accounting
practices, internal accounting controls and financial results and oversees the
engagement of the Company's independent auditors.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
Incorporated by reference herein from the Registrant's Proxy Statement for its
Annual Meeting of Stockholders to be held in 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
Incorporated by reference herein from the Registrant's Proxy Statement for its
Annual Meeting of Stockholders to be held in 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
Incorporated by reference herein from the Registrant's Proxy Statement for its
Annual Meeting of Stockholders to be held in 1998.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ------------------------------------------------------------------------
a. Exhibits
- -----------
<TABLE>
<S> <C>
3.1 Certificate of Incorporation, filed with the Secretary of State of the
State of Delaware on December 10, 1993 and incorporated herein by
reference to Exhibit 3.1 to the Registration Statement on Form SB-2 (No.
33-73172-NY) of the Registrant, filed with the SEC on December 17, 1993.
3.2 By-Laws of the Registrant incorporated herein by reference to Exhibit
3.2 to the Registration Statement on Form SB-2 (No. 33-73172-NY) of the
Registrant, filed with the SEC on December 17, 1993.
4.1 Specimen Common Stock Certificate incorporated herein by reference to
Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form SB-
2 (No. 33-73172-NY) of the Registrant, filed with the SEC on February 3,
1994.
4.2 Form of Representatives' Warrant to purchase shares of Common Stock of
Mecklermedia Corporation incorporated herein by reference to Exhibit 4.2
to the Registration Statement on Form SB-2 (No. 33-73172-NY) of the
Registrant, filed with the SEC on December 17, 1993.
10.1 Distribution Contract, dated January 5, 1993, by and between the Company
and Kable News Company, Inc., as amended by letters dated July 1, 1993,
July 7, 1993 and December 14, 1993, respectively, and incorporated
herein by reference to Exhibit 10.2 to the Registration Statement on
Form SB-2 (No. 33-73172-NY) of the Registrant, filed with the SEC on
December 17, 1993.
10.2 Letter Agreement, dated March 26, 1993, between the Registrant and
International Periodical Distributors, as amended by letters dated
August 31, 1993, September 20, 1993 and February 1, 1994, respectively,
and incorporated herein by reference to Exhibit 10.3 to Amendment No. 1
to the Registration Statement on Form SB-2 (No. 33-73172-NY) of the
Registrant, filed with the SEC on January 20, 1994.
</TABLE>
33
<PAGE>
<TABLE>
<S> <C>
10.3 Common Stock Purchase and Shareholder's Agreement, dated as of August 2,
1993, by and among Meckler Corporation, James S. Mulholland, Jr., James
S. Mulholland III and Alan M. Meckler, as amended by the First Amendment
to Common Stock Purchase and Shareholders' Agreement, dated as of
December 14, 1993, by and among Meckler Corporation, James S.
Mulholland, Jr., James S. Mulholland III (individually and as Custodian)
and Alan M. Meckler (individually and as Trustee), Alan B. Abramson, as
Trustee, and Marie Mulholland Flatness and incorporated herein by
reference to Exhibit 10.10 to the Registration Statement on Form SB-2
(No. 33-73172-NY) of the Registrant, filed with the SEC on December 17,
1993.
10.4 Mecklermedia Corporation 1993 Stock Option Plan incorporated herein by
reference to Exhibit 10.11 to the Registration Statement on Form SB-2
(No. 33-73172-NY) of the Registrant, filed with the SEC on December 17,
1993.
10.5 Lease, dated as of June 9, 1994, among John Guinta, Mary Guinta, John J.
Guinta, Jr. and Robert J. Guinta and the Registrant, filed with the SEC
on December 29, 1994.
10.6 Lease, dated November 4, 1992, between Seal Limited and Meckler Limited
and incorporated herein by reference to Exhibit 10.13 to Amendment No. 1
to the Registration Statement on Form SB-2 (No. 33-73172-NY) of the
Registrant, filed with the SEC on January 20, 1994.
10.7 Form of Author's Agreement incorporated herein by reference to Exhibit
10.17 to Amendment No. 2 to the Registration Statement on Form SB-2 (No.
33-73172-NY) of the Registrant, filed with the SEC on February 3, 1994.
10.8 Publisher/Representative Agreements, each dated January 12, 1994,
between Kamikow & Company, Inc. and the Registrant and incorporated
herein by reference to Exhibit 10.18 to Amendment No. 2 to the
Registration Statement on Form SB-2 (No. 33-73172-NY) of the Registrant,
filed with the SEC on February 3, 1994.
10.9 Purchase and Sale Agreement, dated as of November 11, 1994, by and
between PC World Communications, Inc. and the Registrant filed with the
SEC on December 29, 1994.
10.10 Agreement, dated October 13, 1994, between Mecklermedia Limited, Learned
Information (Europe) Limited, the Registrant and Disclosure Limited
filed with the SEC on December 29, 1994.
10.11 Amendment, dated as of April 26, 1995, to lease dated June 9, 1994,
among John Guinta, Mary Guinta, John J. Guinta, Jr. and Robert J. Guinta
and the Registrant for premises located at 20 Ketchum Street, Westport,
Connecticut 06880, filed with the SEC on December 18, 1995.
10.12 Purchase Agreement, dated February 16, 1995, between Learned
Information, Inc. and the Registrant and incorporated herein by
reference to Form 8-K of the Registrant filed with the SEC on February
22, 1995.
10.13 Lease, dated August 1, 1995, between SeaBreeze I Venture and the
Registrant for premises located at 111 Anza Boulevard, Burlingame,
California 94010, filed with the SEC on December 18, 1995.
10.14 Lease, dated September 1, 1995, between Phyllis Jackson, Executrix of
the Estate of Karl F. Jackson, Jr. and the Registrant for premises
located at 170 Worcester Street, Wellesley, Massachusetts 02181, filed
with the SEC on December 18, 1995.
10.15 Lease, dated September 29, 1995 between John Guinta, Mary Guinta, John
J. Guinta, Jr. and Robert J. Guinta and the Registrant for premises
located at 20 Ketchum Street, Westport, Connecticut 06880, filed with
the SEC on December 18, 1995.
</TABLE>
34
<PAGE>
<TABLE>
<S> <C>
10.16 Mecklermedia Corporation 1995 Stock Option Plan, filed with the SEC on
December 18, 1995.
*11. Statement regarding computation of per share earnings.
*21. Subsidiaries of the Registrant.
*23. Consent of Arthur Andersen LLP.
*27 Financial Data Schedule.
</TABLE>
- ---------------
* Filed herewith
b. Reports on Form 8-K
- ----------------------
None
35
<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 on December 1, 1997.
MECKLERMEDIA CORPORATION
By: /s/ Alan M. Meckler
-------------------
Alan M. Meckler,
Director, Chairman of the Board and
Chief Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alan M. Meckler Director, Chairman of the Board December 1, 1997
- --------------------------- and Chief Executive Officer
Alan M. Meckler (Principal Executive Officer)
/s/ Christopher S. Cardell Director, President, Chief December 1, 1997
- --------------------------- Operating Officer and Chief
Christopher S. Cardell Financial Officer
/s/ Wayne A. Martino Director December 1, 1997
- ---------------------------
Wayne A. Martino
/s/ Michael J. Davies Director December 1, 1997
- ---------------------------
Michael J. Davies
/s/ Walter H. Lippincott Director December 1, 1997
- ---------------------------
Walter H. Lippincott
/s/ Gilbert F. Bach Director December 1, 1997
- ---------------------------
Gilbert F. Bach
</TABLE>
36
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
11. Statement regarding computation of per share earnings.
21. Subsidiaries of the Registrant.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule.
</TABLE>
37
<PAGE>
EXHIBIT 11
- ----------
MECKLERMEDIA CORPORATION AND SUBSIDIARIES
-----------------------------------------
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (LOSS)
------------------------------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
-----------------------------------------------------
(In thousands, except per share amounts)
----------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
------ ------- -------
<S> <C> <C> <C>
NET INCOME (LOSS) $3,744 ($3,868) ($1,275)
====== ======= =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 8,507 8,422 7,306
DILUTIVE STOCK OPTIONS AND WARRANTS 255 - -
------ ------- -------
TOTAL PRIMARY COMMON SHARES AND
EQUIVALENTS 8,762 8,422 7,306
====== ======= =======
PRIMARY EARNINGS (LOSS) PER COMMON SHARE $ 0.43 ($0.46) ($0.17)
====== ======= =======
</TABLE>
Fully diluted earnings per common share has not been presented on the basis that
the difference between fully diluted and primary earnings per common share is
less than $0.01.
38
<PAGE>
EXHIBIT 21
- ----------
LIST OF SUBSIDIARIES
--------------------
1. Mecklermedia Limited
Fourth Floor
Artillery House
Artillery Row
Victoria Street, London, England
Jurisdiction of Organization: England
2. iWORLD Corporation
20 Ketchum Street
Westport, Connecticut 06880
Jurisdiction of Organization: Delaware
39
<PAGE>
EXHIBIT 23
- ----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-91992, 33-91988 and 333-37943.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
December 1, 1997
40
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Mecklermedia
Corporation's consolidated financial statements as of and for the period ended
September 30, 1997, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 23,971
<SECURITIES> 0
<RECEIVABLES> 14,357
<ALLOWANCES> 670
<INVENTORY> 1,074
<CURRENT-ASSETS> 45,239
<PP&E> 3,921
<DEPRECIATION> 1,393
<TOTAL-ASSETS> 51,781
<CURRENT-LIABILITIES> 32,045
<BONDS> 0
0
0
<COMMON> 85
<OTHER-SE> 19,331
<TOTAL-LIABILITY-AND-EQUITY> 51,781
<SALES> 19,067
<TOTAL-REVENUES> 55,193
<CGS> 13,982
<TOTAL-COSTS> 31,862
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,017
<INCOME-TAX> (727)
<INCOME-CONTINUING> 3,744
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,744
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
</TABLE>
