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Table of Contents
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  
 
SECURITIES EXCHANGE ACT OF 1934
 
  
 
For the quarterly period ended June 30, 2002
 
OR
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  
 
SECURITIES EXCHANGE ACT OF 1934
 
  
 
For the transition period from                      to                     
 
Commission File Number: 0-24087
 
 
MediaBin, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Georgia
  
58-1741516
(State or Other Jurisdiction
of Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)
3525 Piedmont Road
Seven Piedmont Center
Suite 600
Atlanta, Georgia
  
30305-1530
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (404) 264-8000
 
 
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  ¨
 
The number of shares of the Registrant’s capital stock as of June 30, 2002, the latest practicable date, is as follows: 17,529,607 shares of common stock, $.01 par value.
 

Table of Contents
 
MEDIABIN, INC.
 
FORM 10-Q
 
QUARTER ENDED JUNE 30, 2002
 
TABLE OF CONTENTS
 
 
PART I    FINANCIAL INFORMATION
     
Item 1.
   
Financial Statements.
     
       
3
       
4
       
5
       
6
Item 2.
      
7
Item 3.
      
10
PART II    OTHER INFORMATION
     
Item 1.
      
11
Item 2.
      
11
Item 3.
      
11
Item 4.
      
11
Item 5.
      
11
Item 6.
      
11
  
13

2

Table of Contents
 
PART I
 
FINANCIAL INFORMATION
 
Item 1.    Financial Statements.
 
MEDIABIN, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
    
June 30,
2002
     
December
2001
  
    
(unaudited)
         
ASSETS
                  
Current assets
                  
Cash and equivalents
   
$
80,735
 
   
$
1,030,398
 
Accounts receivable
   
 
1,269,799
 
   
 
624,750
 
Prepaid expenses and other assets
   
 
168,477
 
   
 
101,997
 
    
  
Total current assets
   
 
1,519,011
 
   
 
1,757,145
 
Property and equipment
                  
Computer equipment and software
   
 
3,235,267
 
   
 
3,159,381
 
Furniture and equipment
   
 
403,944
 
   
 
403,951
 
Leasehold improvements
   
 
152,057
 
   
 
152,056
 
    
  
Total property and equipment
   
 
3,791,268
 
   
 
3,715,388
 
Accumulated depreciation
   
 
(3,393,748
)
   
 
(3,305,477
)
    
  
Net property and equipment
   
 
397,520
 
   
 
409,911
 
Other assets
   
 
76,747
 
   
 
21,046
 
    
  
Total assets
   
$
1,993,278
 
   
$
2,188,102
 
    
  
LIABILITIES AND SHAREHOLDERS’ DEFICIT
                  
Current liabilities
                  
Accounts payable
   
$
695,901
 
   
$
468,970
 
Accrued liabilities
   
 
507,500
 
   
 
591,828
 
Deferred revenue
   
 
521,404
 
   
 
259,105
 
Short term debt
   
 
3,362,501
 
   
 
1,338,418
 
Current subordinated shareholder loans
   
 
5,854,934
 
   
 
5,850,492
 
Current maturities of capitalized leases
   
 
0
 
   
 
3,640
 
Other current liabilities
   
 
150,736
 
   
 
183,406
 
    
  
Total current liabilities
   
 
11,092,976
 
   
 
8,695,859
 
Non-current liabilities
                  
Subordinated shareholder loans
   
 
7,398,015
 
   
 
5,958,333
 
Other non-current liabilities
   
 
15,422
 
   
 
0
 
    
  
Total non-current liabilities
   
 
7,413,437
 
   
 
5,958,333
 
Shareholders’ deficit
                  
Common stock
   
 
175,297
 
   
 
175,297
 
Additional paid-in capital
   
 
31,832,625
 
   
 
31,832,625
 
Accumulated deficit
   
 
(48,521,057
)
   
 
(44,474,012
)
    
  
Total shareholders’ deficit
   
 
(16,513,135
)
   
 
(12,466,090
)
    
  
Total liabilities and shareholders’ deficit
   
$
1,993,278
 
   
$
2,188,102
 
    
  
 
See accompanying notes.

3

Table of Contents
 
Item 1.    Financial Statements (continued).
 
MEDIABIN, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
    
Three Months Ended
June 30,
     
Six Months Ended
June 30,
  
    
2002
     
2001
     
2002
     
2001
  
Revenue:
                                    
License
   
$
701,513
 
   
$
561,764
 
   
$
1,141,558
 
   
$
778,514
 
Services
   
 
304,041
 
   
 
147,144
 
   
 
675,767
 
   
 
278,284
 
    
  
  
  
Total revenue
   
 
1,005,554
 
   
 
708,908
 
   
 
1,817,325
 
   
 
1,056,798
 
Cost of revenue
   
 
276,214
 
   
 
93,170
 
   
 
478,256
 
   
 
149,154
 
    
  
  
  
Gross Margin
   
 
729,340
 
   
 
615,738
 
   
 
1,339,069
 
   
 
907,644
 
Operating expenses:
                                    
Sales and marketing
   
 
1,144,611
 
   
 
935,741
 
   
 
2,110,172
 
   
 
1,800,496
 
Research and development
   
 
800,279
 
   
 
943,682
 
   
 
1,761,784
 
   
 
1,941,615
 
General and administrative
   
 
485,801
 
   
 
594,138
 
   
 
1,102,732
 
   
 
1,092,593
 
    
  
  
  
Total operating expenses
   
 
2,430,691
 
   
 
2,473,561
 
   
 
4,974,688
 
   
 
4,834,704
 
    
  
  
  
Operating loss
   
 
(1,701,351
)
   
 
(1,857,823
)
   
 
(3,635,619
)
   
 
(3,927,060
)
Other income (expense):
                                    
Interest income
   
 
403
 
   
 
3,775
 
   
 
2,241
 
   
 
12,606
 
Interest expense
   
 
(216,291
)
   
 
(150,258
)
   
 
(413,531
)
   
 
(283,898
)
    
  
  
  
Total other income (expense)
   
 
(215,888
)
   
 
(146,483
)
   
 
(411,290
)
   
 
(271,292
)
    
  
  
  
Net loss
   
$
1,917,239
)
   
$
2,004,306
)
   
$
(4,046,909
)
   
$
(4,198,352
)
    
  
  
  
Basic and diluted loss per share
   
$
(0.11
)
   
$
(0.11
)
   
$
(0.23
)
   
$
(0.24
)
    
  
  
  
Weighted average shares outstanding—basic and diluted
   
 
17,529,607
 
   
 
17,529,607
 
   
 
17,529,607
 
   
 
17,529,607
 
    
  
  
  
 
 
 
See accompanying notes.

4

Table of Contents
 
Item 1.    Financial Statements (continued).
 
MEDIABIN, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
    
Six Months Ended June 30,
  
    
2002
     
2001
  
Operating activities
                  
Net loss
   
$
(4,046,909
)
   
$
(4,198,352
)
Adjustments to reconcile net loss to net cash used in operating activities:
                  
Depreciation and amortization
   
 
88,273
 
   
 
94,714
 
Changes in assets and liabilities:
                  
Accounts receivable
   
 
(645,049
)
   
 
(78,047
)
Prepaid expenses and other assets
   
 
(122,196
)
   
 
(65,507
)
Accounts payable
   
 
226,931
 
   
 
85,987
 
Accrued expenses
   
 
(84,328
)
   
 
125,230
 
Deferred revenue
   
 
262,299
 
   
 
74,396
 
Other liabilities
   
 
579,558
 
   
 
63,195
 
    
  
Net cash used in operating activities
   
 
(3,741,421
)
   
 
(3,898,384
)
Investing activities
                  
Purchases of property and equipment
   
 
(75,880
)
   
 
(132,447
)
    
  
Net cash used in investing activities
   
 
(75,880
)
   
 
(132,447
)
Financing activities
                  
Proceeds from subordinated shareholder loans
   
 
2,715,000
 
   
 
4,750,000
 
Proceeds from short term loans
   
 
1,950,000
 
   
 
0
 
Payments on subordinated shareholder loans
   
 
(1,793,722
)
   
 
0
 
Payments on capital lease obligations
   
 
(3,640
)
   
 
(18,075
)
Issuance of common stock/ warrants
   
 
0
 
   
 
19,902
 
    
  
Net cash provided by financing activities
   
 
2,867,638
 
   
 
4,751,827
 
    
  
Increase (decrease) in cash and cash equivalents
   
 
(949,663
)
   
 
720,996
 
Cash and cash equivalents at beginning of period
   
 
1,030,398
 
   
 
698,907
 
    
  
Cash and cash equivalents at end of period
   
$
80,735
 
   
$
1,419,903
 
    
  
 
 
See accompanying notes.

5

Table of Contents
 
MEDIABIN, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
(unaudited)
 
1.    Presentation of Interim Information
 
The accompanying condensed consolidated financial statements include all adjustments consisting of normal recurring adjustments that MediaBin, Inc. and its wholly owned subsidiary, Iterated Systems, Limited (collectively, the “Company” or “we”) consider necessary for a fair presentation of its unaudited results of operations for the six months ended June 30, 2002 and 2001. Results for the six months ended June 30, 2002 are not necessarily indicative of the results for the year.
 
2.    Basis of Presentation
 
The consolidated financial statements include the accounts of our wholly owned United Kingdom subsidiary, Iterated Systems, Limited (“ISL”). Significant intercompany accounts and transactions have been eliminated in consolidation. In December 2000, we decided to cease operations in the United Kingdom and close down ISL and have recorded all expected costs as of December 31, 2000. We do not expect to incur material costs in the future relating to this disposal.
 
3.    Loan Agreements
 
In 2000 and 2001, we entered into loan agreements with Venturos AS, a shareholder controlled by Mr. Terje Mikalsen, a member of our Board of Directors, and Glastad Holding, Ltd., another of our shareholders (the “Lenders”). Under these agreements, the current balance owed is $9,864,023. The terms of the loans call for us to pay interest at the rate of prime plus 1%. Principal payments begin January 2003 and are to be paid in quarterly installments through 2005. In the event that we successfully complete a private placement or public offering of common stock raising funds greater than $2,000,000, then the Lenders automatically will convert $6,930,552 of the loans and have the option to convert the balance of $2,933,471 into shares of common stock at a price equal to 75% of the private placement or public offering price. At the time of the conversion, a conversion charge will be taken by us.
 
Effective July 1, 2002, we entered into loan agreements with Venturos AS, Glastad Holding, Ltd., and Gezina AS, another of our shareholders (the “Lenders”), under which we borrowed a total of $3,388,926. The terms of the loans call for us to pay interest at the rate of prime plus 1%. Principal payment is due in full in January 2003. In the event that we successfully complete a private placement or public offering of common stock raising funds greater than $1,000,000, then the Lenders automatically have the option to convert the loan into shares of common stock at a price equal to 75% of the private placement or public offering price. At the time of the conversion, a conversion charge will be taken by us.
 
All loans from shareholders have been subordinated to all other liabilities and obligations of the Company.
 
In the event that none of the convertible subordinated loans are converted to common stock, principal payments will be made as follows:
 
2003
   
$
7,498,936
2004
   
 
3,288,008
2005
   
 
2,466,005
    
Total
   
$
13,252,949
    
 
In December 2001, we entered into a loan agreement with Nordea Bank Norge ASA providing a credit facility under which we can draw up to $3,350,000. The loan is guaranteed by three of our major shareholders and is secured by our intellectual property. Interest is calculated at the rate of 1.75% above the bank’s base rate for debit call loans (currently 1.79%). Principal and interest is due December 2002. As of June 30, 2002, this credit facility has been fully utilized.
 
4.    Reclassifications
 
Certain amounts in the prior period presentation have been reclassified to conform to the current year presentation.

6

Table of Contents
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-Looking Statements
 
This Report contains forward-looking statements within the meaning of the Securities Exchange Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but are the intent, belief or current expectations, of our business and industry, and the assumptions upon which these statements are based. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates’ and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned to not place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. For further information about these and other factors that could affect our future results, please see Exhibit 99.1 to this Report.
 
Overview
 
We derive revenue from licensing fees (the licensing of software), services (installation and training assistance and the development of custom software) and from maintenance and support for our software.
 
We recognize software license fee revenue in accordance with AICPA Statement of Position No. 97-2, “Software Revenue Recognition” (“SOP 97-2”). Accordingly, we do not recognize revenue from software license agreements unless the product has been delivered, persuasive evidence of an arrangement exists, the license fee amount is fixed and determinable and collection of the fee is probable. We generally sell our products under multiple element arrangements together with services and software maintenance. In cases where services are not considered essential to the functionality of the software, and where we have vendor specific objective evidence of fair value of all the undelivered elements, we use the residual method to account for the value of the delivered elements. Where services are considered essential to the functionality of the software, we use the percentage of completion to account for the services and license fees using labor hours as the indicator of completeness. Revenue from license fees subject to customer acceptance clauses are not recognized until formal acceptance has been received or rights related to customer acceptance clauses have expired. Revenue from services is recorded as the services are performed. Revenue from software maintenance contracts is recorded ratably over the term of the support contract which is typically one year.
 
Deferred revenues arise primarily as a result of annual billings of software maintenance fees at the beginning of maintenance terms and billings of software license fees which do not meet the criteria for recognition under SOP 97-2 as of the balance sheet date.
 
During the quarter ended June 30, 2002, the Company undertook a program to materially reduce our costs to attempt to more closely align our costs with revenues. These measures included reduction of both personnel and non-personnel costs and affected all departments. We anticipate that these actions will result in cost savings of almost $1,000,000 during the balance of this year.
 
Financial Condition
 
Accounts Receivable reported in the Balance Sheet, include $652,170 of unbilled receivables that reflect services we have provided and for which revenue has been recognized but for which the customer has not yet been invoiced due to the terms of the agreements. All of these unbilled receivables are expected to be invoiced prior to December 31, 2002.
 
In 2000 and 2001, we entered into loan agreements with Venturos AS, a shareholder controlled by Mr. Terje Mikalsen, a member of our Board of Directors, and Glastad Holding, Ltd., another of our shareholders (the “Lenders”). Under these agreements, the current balance owed is $9,864,023. The terms of the loans call for us to pay interest at the rate of prime plus 1%. Principal payments begin January 2003 and are to be paid in quarterly installments through 2005. In the event that we successfully complete a private placement or public offering of common stock raising funds greater than $2,000,000, then the Lenders automatically will convert $6,930,552 of the loans and have the option to convert the balance of $2,933,471 into shares of common stock at a price equal to 75%

7

Table of Contents
of the private placement or public offering price. At the time of the conversion, a conversion charge will be taken by us.
 
Effective July 1, 2002, we entered into loan agreements with Venturos AS, Glastad Holding, Ltd., and Gezina AS, another of our shareholders (the “Lenders”), under which we borrowed a total of $3,388,926. The terms of the loans call for us to pay interest at the rate of prime plus 1%. Principal payment is due in full in January 2003. In the event that we successfully complete a private placement or public offering of common stock raising funds greater than $1,000,000, then the Lenders automatically will have the option to convert the loans into shares of common stock at a price equal to 75% of the private placement or public offering price. At the time of the conversion, a conversion charge will be taken by us.
 
All loans from shareholders have been subordinated to all other liabilities and obligations of the Company.
 
In December 2001, we entered into a loan agreement with Nordea Bank Norge ASA providing a credit facility under which we can draw up to $3,350,000. The loan is guaranteed by three of our major shareholders and is secured by our intellectual property. Interest is calculated at the rate of 1.75% above the bank’s base rate for debit call loans (currently 1.79%). Principal and interest is due December 2002. As of June 30, 2002, this credit facility has been fully utilized.
 
We have not registered any securities with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, other than pursuant to our Form S-8 Registration Statements filed on December 9, 1998 and May 24, 1999. Our securities may not be offered for sale or sold in the U.S., or to or for the account or benefit of any “U.S. person” (as defined in the Securities Act), unless the securities are registered under the Securities Act or an exemption from such registration requirements is available.
 
Liquidity and Capital Resources
 
In the first six months of 2002 and 2001, we used cash in operating activities of $3,741,421 and $3,898,384, respectively. The funding for our operations in 2001 and 2002 has been generated primarily by the proceeds from bank financing and loans from shareholders, which have enabled us to meet our obligations despite negative cash flows. However, we will not be able to depend solely on existing funds to meet our planned obligations during 2002. We expect to increase revenues in 2002, but we do not expect these revenues to exceed expenses. To fund operations in 2002 we will need to seek additional investment capital and are aggressively seeking strategic partners to accelerate sales growth. We have undertaken cost-cutting measures, including personnel reductions, which could slow down our sales and product development efforts. It is not possible to predict the outcome of our efforts, and there can be no assurance that we will be successful in increasing revenues or obtaining financing sufficient to fund our operations.
 
In the first six months of 2002 and 2001, investing activities used cash of $75,880 and $132,447, respectively. These funds were used primarily for the purchase of computer equipment.
 
In the first six months of 2002 and 2001, financing activities from bank financing and shareholder loans provided funds of $2,867,638 and $4,751,827, respectively.
 
Results of Operations
 
Three Months Ended June 30, 2002, Compared to Three Months Ended June 30, 2001
 
Revenue increased by 42% to $1,005,554 in the three months ended June 30, 2002, from $708,908 in the same period in 2001. This represents an increase of 57% in revenue from MediaBin licenses and services (to $977,718 from $622,408) and a decrease of 68% (to $27,836 from $86,500) in revenue from our non-core products. During this period the Company added eight new customers and had repeat orders from seven existing customers. During this period average order size for new customers increased by 64% to $105,000 due to increased features available for license and an increase in value of services provided.
 
Cost of revenues increased by 196% to $276,214 in the three months ended June 30, 2002, from $93,170 in the same period in 2001. This increase was due to increased software royalty fees and personnel costs resulting from increased license, service and maintenance revenues.
 
Sales and Marketing expenses increased by 22% to $1,144,611 in the three months ended June 30, 2002, from $935,741 in the same period in 2001. This increase resulted primarily from an increase in our Market Development area (lead generation) and severance cost incurred due to staff reductions.

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Table of Contents
 
Research and Development expenses decreased by 15% to $800,279 in the three months ended June 30, 2002, from $943,682 in the same period in 2001. This decrease reflects a reduction in development staffing levels and includes the effects of severance costs.
 
General and Administrative expenses decreased by 18% to $485,801 in the three months ended June 30, 2002, from $594,138 in the same period in 2001. This decrease resulted from a reduction in staffing levels (net of severance cost) and recruiting costs.
 
Interest Income decreased by 89% to $403 in the three months ended June 30, 2002, from $3,775 in the same period in 2001. The decrease is due to the lower balances of cash and cash equivalents.
 
Interest Expense increased by 44% to $216,291 in the three months ended June 30, 2002, from $150,258 the same period in 2001. The increase is primarily due to the closing of new bank financing and increased shareholder loans.
 
Six Months Ended June 30, 2002, Compared to Six Months Ended June 30, 2001
 
Revenue increased by 72% to $1,817,325 in the first six months of 2002 from $1,056,798 in the first six months of 2001. Revenue from MediaBin licenses and services, our core business, increased 90% (to $1,768,489 from $929,798) in the first six months of 2002 over the first six months of 2001, while non-core revenues decreased by 62% (to $48,836 from $127,000) during the same period. During this period the Company added nine new customers and had repeat orders from fifteen existing customers. The average order size for new customers increased by 29% to $94,000 due to increased features available for license and an increase in the value of services provided.
 
 
Cost of Revenue increased by 221% to $478,256 the first six months of 2002 from $149,154 in the first six months of 2001. This increase was due to increased software royalty fees and personnel costs resulting from increased license, service and maintenance revenues.
 
Sales and Marketing expenses increased by 17% to $2,110,172 in the first six months of 2002 from $1,800,496 in the first six months of 2001. This increase resulted from an increase in our Market Development area (lead generation), increased sales commissions due to higher revenues, severance cost incurred due to staff reductions, and a reduction in participation in trade shows and promotional activities.
 
Research and Development expenses decreased by 9% to $1,761,784 in the first six months of 2002 from $1,941,615 in the first six months of 2001. This decrease reflects a reduction in development staffing levels and includes the effects of severance costs.
 
General and Administrative expenses increased by 1% to $1,102,732 in the first six months of 2002 from $1,092,593 in the first six months of 2001. This increase resulted from increased legal costs resulting from extended negotiations surrounding our financing arrangements offset by a reduction in staffing levels (net of severance cost) and recruiting costs.
 
Interest Income decreased by 82% to $2,241 in the first six months of 2002 from $12,606 in the first six months of 2001. The decrease is due to the lower levels of cash and cash equivalents.
 
Interest Expense increased by 46% to $413,531 in the first six months of 2002 from $283,898 in the first six months of 2001. The increase is primarily due to the closing of new bank financing and increased shareholder loans.
 
Impact of Recently Issued Accounting Standards
 
In November 2001, the FASB’s Emerging Issues Task Force reached a consensus on EITF Issue 01-09, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products,” which is a codification of EITF 00-14, 00-22 and 00-25. This issue presumes that consideration from a vendor to a customer or reseller of the vendor’s products to be a reduction in the selling prices of the vendor’s product and, therefore, should be characterized as a reduction of revenue when recognized in the vendor’s income statement and could lead to negative revenue under certain circumstances. Revenue reduction is required unless consideration related to a separate identifiable benefit and the benefit’s fair value can be established. This issue is to be applied retroactively in the first fiscal quarter ending after December 15, 2001. While we have not yet finalized our evaluation of the effects of this consensus on the consolidated financial statements, we do not expect this to have a material impact on our financial statements.

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Table of Contents
 
Inflation
 
The effects of inflation on our operations were not significant during the periods presented in the consolidated financial statements, and the effects thereof are not considered to be of significance in the future. Generally, throughout the periods discussed above, the changes in revenue have resulted primarily from fluctuations in sales levels, rather than price changes.
 
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
 
Financial instruments that potentially subject us to significant concentrations of market risk consist principally of trade accounts receivable, accounts payable, short-term debt and loans from shareholders. We believe that the potential effects of market risk are not material to our operations.

10

Table of Contents
 
PART II
 
OTHER INFORMATION
 
Item 1.    Legal Proceedings.
 
None.
 
Item 2.    Changes in Securities.
 
None.
 
Item 3.    Defaults Upon Senior Securities.
 
None.
 
Item 4.    Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Shareholders was held on June 14, 2002, at which time certain matters were submitted to such shareholders for a vote. Below is a brief description of each such matter as well as the number of shares represented at a meeting and entitled to vote and voting for, against or abstaining as to each matter.
 
The shareholders elected the following persons to serve a one-year term as members of the Company’s Board of Directors:
 
Nominees:
   
Shares
For
     
Shares
Withheld
  
John C. Bacon
   
99.9
%
   
0.1
%
John R. Festa
   
99.9
%
   
0.1
%
Terje Mikalsen
   
99.9
%
   
0.1
%
David P. Moran
   
99.9
%
   
0.1
%
Åsmund R. Sløgedal
   
99.9
%
   
0.1
%
Steven Yung
   
99.9
%
   
0.1
%
Two other nominees, Mr. Erik Engebretsen and Mr. Arild Nilsen declined to stand for election.
              
 
The shareholders approved the Amendment to the Company’s 2001 Stock Option Plan
 
Shares
For
   
Shares
Against
   
Shares
Abstaining
99.1%
   
0.4%
   
0.5%
 
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ended December 31, 2002.
 
Shares
For
   
Shares
Against
   
Shares
Abstaining
99.6%
   
0.0%
   
0.4%
 
Item 5.    Other Information.
 
None.
 
Item 6.    Exhibits and Reports on Form 8-K.
 
(a)  Exhibits
 
Exhibit
    Number    
   
    Description    
10.1  
   
Loan Agreement between Registrant and Venturos AS dated July 1, 2002.
10.2  
   
Loan Agreement between Registrant and Glastad Holding, Ltd. dated July 1, 2002.
10.3  
   
Loan Agreement between Registrant and Gezina AS dated July 1, 2002.
10.4  
   
Term Promissory Note made by Registrant to Venturos AS dated April 12, 2002.
10.5  
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated April 12, 2002.
10.6  
   
Term Promissory Note made by Registrant to Gezina AS dated April 12, 2002.
10.7  
   
Term Promissory Note made by Registrant to Venturos AS dated April 29, 2002.
10.8  
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated April 29, 2002.
10.9  
   
Term Promissory Note made by Registrant to Gezina AS dated April 29, 2002.
10.10
   
Term Promissory Note made by Registrant to Venturos AS dated May 14, 2002.
10.11
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated May 14, 2002.

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Table of Contents
10.12
   
Term Promissory Note made by Registrant to Gezina AS dated May 14, 2002.
10.13
   
Term Promissory Note made by Registrant to Venturos AS dated May 28, 2002.
10.14
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated May 28, 2002.
10.15
   
Term Promissory Note made by Registrant to Gezina AS dated May 28, 2002.
10.16
   
Term Promissory Note made by Registrant to Venturos AS dated June 15, 2002.
10.17
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated June 15, 2002.
10.18
   
Term Promissory Note made by Registrant to Gezina AS dated June 15, 2002.
10.19
   
Term Promissory Note made by Registrant to Venturos AS dated June 26, 2002.
10.20
   
Term Promissory Note made by Registrant to Glastad Holding, Ltd. dated June 30, 2002.
10.21
   
Term Promissory Note made by Registrant to Gezina AS dated June 30, 2002.
10.22
   
Subordination Agreement
99.1  
   
Risk Factors
99.2  
   
Certification of Financial Statements by Principal Executive Officer and Principal Financial Officer

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Table of Contents
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Qreport for the period ended June 30, 2002 to be signed on its behalf by the undersigned thereunto duly authorized.
 
MEDIABIN, INC.
/s/    DAVID P. MORAN        
David P. Moran
President and Chief Executive Officer
(Principal Executive Officer) and Director
 
Date: August 14, 2002
 
/s/    HAINES H. HARGRETT        
Haines H. Hargrett
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
 
Date: August 14, 2002

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