UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
or
o TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-14355
24/7 Real Media, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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13-3995672 |
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(STATE
OR OTHER JURISDICTION OF |
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(IRS
EMPLOYER |
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1250 BROADWAY, NEW YORK, NY |
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10001 |
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
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(ZIP CODE) |
(212) 231-7100
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ý NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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CLASS |
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OUTSTANDING AT August 5, 2004 |
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Common Stock, par value $.01 per share |
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34,175,937 Shares |
24/7 Real Media, Inc.
June 30, 2004
FORM 10-Q
INDEX
Open AdStream®, Open AdSystem™, Open Advertiser™, Insight XE™, Insight ACT™ and Insight SE™ are trademarks of 24/7 Real Media, Inc. All other brand names or trademarks appearing herein are the properties of their respective holders.
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
24/7 REAL MEDIA, INC.
(in thousands, except share data)
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June 30, |
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December 31, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
52,511 |
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$ |
21,645 |
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Marketable securities |
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2,896 |
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— |
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Accounts receivable, less allowances of $1,146 and $971, respectively |
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19,888 |
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11,603 |
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Prepaid expenses and other current assets |
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1,824 |
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1,669 |
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Total current assets |
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77,119 |
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34,917 |
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Property and equipment, net |
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2,907 |
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2,862 |
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Goodwill |
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14,530 |
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2,621 |
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Intangible assets, net |
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5,960 |
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3,352 |
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Other assets |
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6,602 |
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2,428 |
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Total assets |
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$ |
107,118 |
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$ |
46,180 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
11,015 |
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$ |
6,266 |
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Accrued liabilities |
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12,775 |
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10,086 |
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Deferred revenue |
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2,837 |
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2,544 |
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Total current liabilities |
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26,627 |
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18,896 |
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Subordinated convertible debentures, 2%, due 2006 |
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13,625 |
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13,320 |
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Warrant liability |
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747 |
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3,595 |
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Other long-term liabilities |
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312 |
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332 |
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Total liabilities |
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41,311 |
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36,143 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock; $.01 par value; 10,000,000 shares authorized, 689,351 and 828,250 shares issued and outstanding, respectively (liquidation preference of $10 per share) |
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7 |
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8 |
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Common stock; $.01 par value; 350,000,000 shares authorized; 34,161,742 and 23,367,421 shares issued and outstanding, respectively |
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342 |
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234 |
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Additional paid-in capital |
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1,160,815 |
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1,106,984 |
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Deferred stock compensation |
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(107 |
) |
(257 |
) |
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Accumulated other comprehensive income |
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788 |
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305 |
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Accumulated deficit |
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(1,096,038 |
) |
(1,097,237 |
) |
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Total stockholders’ equity |
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65,807 |
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10,037 |
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Total liabilities and stockholders’ equity |
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$ |
107,118 |
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$ |
46,180 |
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See accompanying notes to unaudited interim consolidated financial statements.
3
24/7 REAL MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, expect share and per share data)
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Three months ended June 30, |
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Six months ended June 30, |
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2004 |
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2003 |
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2004 |
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2003 |
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(unaudited) |
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(unaudited) |
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Revenues: |
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Integrated media solutions |
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$ |
14,891 |
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$ |
8,362 |
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$ |
27,930 |
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$ |
16,705 |
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Technology solutions |
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4,706 |
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3,788 |
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9,048 |
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7,269 |
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Total revenues |
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19,597 |
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12,150 |
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36,978 |
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23,974 |
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Cost of revenues: |
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Integrated media solutions |
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10,487 |
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5,084 |
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19,928 |
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10,594 |
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Technology solutions (exclusive of $0, $10, $0 and $10, respectively, reported below as stock-based compensation) |
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879 |
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1,062 |
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1,701 |
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2,227 |
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