UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
o 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: 1-14355
24/7 Real Media, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Delaware |
|
13-3995672 |
|
(STATE OR OTHER JURISDICTION OF |
|
INCORPORATION OR ORGANIZATION) |
132 West 31st Street, New York, NY 10001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(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.
|
CLASS |
|
OUTSTANDING AT APRIL 30, 2005 |
|
Common Stock, par value $.01 per share |
|
44,923,212 Shares |
24/7 Real Media, Inc.
March 31, 2005
FORM 10-Q
INDEX
Open AdStream® is a registered trademark of 24/7 Real Media, Inc. and Open AdSystem™, Open Advertiser™, Insight XE™, Insight ACT™ and Decide DNA™ are pending trademarks of 24/7 Real Media, Inc. All other brand names or trademarks appearing herein are the property of their respective holders.
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
24/7 REAL MEDIA, INC.
(in thousands, except share data)
|
|
|
March 31, |
|
December 31, |
|
||
|
|
|
2005 |
|
2004 |
|
||
|
|
|
(unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
30,047 |
|
$ |
27,690 |
|
|
Short-term investments |
|
2,640 |
|
3,876 |
|
||
|
Accounts receivable, less allowances of $2,053 and $1,727, respectively |
|
27,595 |
|
28,224 |
|
||
|
Prepaid expenses and other current assets |
|
3,400 |
|
2,710 |
|
||
|
|
|
|
|
|
|
||
|
Total current assets |
|
63,682 |
|
62,500 |
|
||
|
|
|
|
|
|
|
||
|
Property and equipment, net |
|
5,835 |
|
4,783 |
|
||
|
Goodwill |
|
34,573 |
|
34,573 |
|
||
|
Intangible assets, net |
|
11,894 |
|
12,676 |
|
||
|
Other assets |
|
7,040 |
|
6,866 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
123,024 |
|
$ |
121,398 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
13,021 |
|
$ |
16,425 |
|
|
Accrued liabilities |
|
16,691 |
|
11,808 |
|
||
|
Deferred revenue |
|
3,040 |
|
3,222 |
|
||
|
Subordinated convertible debentures, 2%, due 2006 |
|
7,500 |
|
7,500 |
|
||
|
|
|
|
|
|
|
||
|
Total current liabilities |
|
40,252 |
|
38,955 |
|
||
|
|
|
|
|
|
|
||
|
Subordinated convertible debentures, 2%, due 2006 |
|
6,584 |
|
6,431 |
|
||
|
Warrant liability |
|
366 |
|
516 |
|
||
|
Other long-term liabilities |
|
343 |
|
228 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
47,545 |
|
46,130 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Preferred stock; $.01 par value; 10,000,000 shares authorized, 78,000 and 78,000 shares issued and outstanding, respectively (liquidation preference of $10 per share) |
|
1 |
|
1 |
|
||
|
Common stock; $.01 par value; 350,000,000 shares authorized; 44,904,689 and 44,797,067 shares issued and outstanding, respectively |
|
449 |
|
448 |
|
||
|
Additional paid-in capital |
|
1,174,436 |
|
1,173,765 |
|
||
|
Deferred stock-based compensation |
|
(11 |
) |
(17 |
) |
||
|
Accumulated other comprehensive income |
|
1,402 |
|
1,463 |
|
||
|
Accumulated deficit |
|
(1,100,798 |
) |
(1,100,392 |
) |
||
|
Total stockholders’ equity |
|
75,479 |
|
75,268 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
123,024 |
|
$ |
121,398 |
|
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)
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2005 |
|
2004 |
|
||
|
|
|
(unaudited) |
|
(unaudited) |
|
||
|
Revenues: |
|
|
|
|
|
||
|
Media |
|
$ |
14,229 |
|
$ |
10,023 |
|
|
Search |
|
9,622 |
|
3,016 |
|
||
|
Technology |
|
5,219 |
|
4,342 |
|
||
|
Total revenues |
|
29,070 |
|
17,381 |
|
||
|
|
|
|
|
|
|
||
|
Cost of revenues: |
|
|
|
|
|
||
|
Media |
|
9,627 |
|
6,983 |
|
||
|
Search |
|
6,632 |
|
2,458 |
|
||
|
Technology |
|
992 |
|
822 |
|
||
|
Total cost of revenues |
|
17,251 |
|
10,263 |
|
||
|
|
|
|
|
|
|
||
|
Gross profit |
|
11,819 |
|||||