UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

   

S	Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2012.

 

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: 000-26393

 

WebMediaBrands Inc.

(Exact name of Registrant as specified in its charter)

  

Delaware	06-1542480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
50 Washington Street, Suite 912 Norwalk, Connecticut	06854
(Address of principal executive offices)	(Zip Code)

 

(203) 662-2800

(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 x     No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act: (Check one):

  

Large accelerated filer   ¨	Accelerated filer   ¨
Non-accelerated filer   ¨	Smaller reporting company   x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):  Yes ¨     No x

 

The number of outstanding shares the Registrant’s common stock, par value $.01 per share, as of August 3, 2012 was 42,067,316.

 

 

WebMediaBrands Inc.

Index

 

		Page
PART I. Financial Information
Item 1.	Financial Statements	3
	Consolidated Condensed Balance Sheets – June 30, 2012 (unaudited) and December 31, 2011	3
	Unaudited Consolidated Condensed Statements of Operations – For the Three and Six Months Ended June 30, 2012 and 2011	4
	Unaudited Consolidated Condensed Statements of Cash Flows – For the Six Months Ended June 30, 2012 and 2011	5
	Notes to Unaudited Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
PART II. Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

    

 

 

WebMediaBrands Inc.

Consolidated Condensed Balance Sheets

June 30, 2012 and December 31, 2011

(in thousands, except share and per share amounts)

 

		June 30, 2012				December 31, 2011
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	3,557			$	3,438
Accounts receivable, net of allowances of $25 and $11, respectively			575				489
Prepaid expenses and other current assets			370				575
Total current assets			4,502				4,502
Property and equipment, net of accumulated depreciation of $1,504 and $1,350, respectively			381				477
Intangible assets, net			2,431				2,626
Goodwill			15,116				15,116
Investments and other assets			1,133				1,146
Total assets		$	23,563			$	23,867
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	447			$	367
Accrued payroll and related expenses			504				391
Accrued expenses and other current liabilities			580				662
Deferred revenues			1,437				1,288
Total current liabilities			2,968				2,708
Loan from related party			7,647				7,647
Deferred revenues			22				22
Deferred income taxes			460				444
Other long-term liabilities			62				60
Total liabilities			11,159				10,881
Commitments and contingencies (see note 11)
Stockholders’ equity:
Preferred stock, $.01 par value, 4,000,000 shares authorized, no shares issued and outstanding			–				–
Common stock, $.01 par value, 75,000,000 shares authorized, 42,880,983 and 42,545,702 shares issued and 42,045,983 and 41,710,702 shares outstanding at June 30, 2012 and December 31, 2011, respectively			429				425
Additional paid-in capital			289,049				288,672
Accumulated deficit			(276,578	)			(275,615	)
Treasury stock, 835,000 shares, at cost			(496	)			(496	)
Total stockholders’ equity			12,404				12,986
Total liabilities and stockholders’ equity		$	23,563			$	23,867

 

See notes to unaudited consolidated condensed financial statements.

 

 

 

WebMediaBrands Inc.

Unaudited Consolidated Condensed Statements of Operations

For the Three and Six Months Ended June 30, 2012 and 2011

(in thousands, except per share amounts)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2012				2011				2012				2011
Revenues		$	4,040			$	3,800			$	7,725			$	6,046
Cost of revenues			2,109				2,123				4,152				3,571
Advertising, promotion and selling			665				633				1,306				1,065
General and administrative			1,313				1,366				2,632				2,721
Depreciation			80				81				160				165
Amortization			136				93				272				211
Contingent acquisition consideration			–				329				–				329
Total operating expenses			4,303				4,625				8,522				8,062
Operating loss			(263	)			(825	)			(797	)			(2,016	)
Other income (loss) , net			(3	)			1				(3	)			(3	)
Interest income			1				5				2				40
Interest expense			(73	)			(178	)			(146	)			(357	)
Loss before income taxes			(338	)			(997	)			(944	)			(2,336	)
Provision for income taxes			8				10				19				20
Net loss		$	(346	)		$	(1,007	)		$	(963	)		$	(2,356	)
Loss per share:
Basic net loss		$	(0.01	)		$	(0.02	)		$	(0.02	)		$	(0.06	)
Diluted net loss		$	(0.01	)		$	(0.02	)		$	(0.02	)		$	(0.06	)
Weighted average shares used in computing loss per share:
Basic			41,879				40,463				41,786				39,277
Diluted			41,879				40,463				41,786				39,277

 

See notes to unaudited consolidated condensed financial statements.

 

 

 

WebMediaBrands Inc.

Unaudited Consolidated Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2012 and 2011

(in thousands)

 

		Six Months Ended June 30,
		2012				2011
Cash flows from operating activities:
Net loss		$	(963	)		$	(2,356	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			432				376
Stock-based compensation			259				198
Provision for losses on accounts receivable			20				5
Amortization of debt issuance costs			17				15
Deferred income taxes			16				16
Changes in assets and liabilities (net of businesses acquired):
Accounts receivable, net			(106	)			(83	)
Prepaid expenses and other assets			200				373
Accounts payable, accrued expenses and other liabilities			99				(1,813	)
Deferred revenues			150				280
Net cash provided by (used in) operating activities			124				(2,989	)
Cash flows from investing activities:
Purchases of property and equipment			(47	)			(30	)
Acquisitions of businesses, assets and other			(77	)			(7,495	)
Net cash used in investing activities			(124	)			(7,525	)
Cash flows from financing activities:
Repayment of borrowings from related party			–				(50	)
Proceeds from exercise of stock options			119				129
Net cash provided by financing activities			119				79
Net increase (decrease) in cash and cash equivalents			119				(10,435	)
Cash and cash equivalents, beginning of period			3,438				12,970
Cash and cash equivalents, end of period		$	3,557			$	2,535

  

See notes to unaudited consolidated condensed financial statements.

 

 

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2012

 

1.	THE COMPANY

 

WebMediaBrands Inc. (“WebMediaBrands” or the “Company”) is an Internet media company that provides content, education and career services to social media, traditional media and creative professionals through a portfolio of vertical online properties, communities and trade shows.  The Company’s online business includes:

 

•

mediabistro.com, a blog network providing content, education, community and career resources about major media industry verticals including new media, social media, Facebook, TV news, advertising, public relations, publishing, design, mobile and the Semantic Web that includes the following:

 

	10,000Words	AllTwitter	FishbowlLA	MediaJobsDaily	TVNewser
	AgencySpy	AppNewser	FishbowlNY	PRNewser	TVSpy
	AllFacebook	FishbowlDC	GalleyCat	SocialTimes	UnBeige

 

The mediabistro.com business also includes an industry-leading job board for media and creative professionals focusing on job categories such as social media, online/new media, publishing, public relations/marketing, advertising, sales, design, web development, television and more;

     

•

InsideNetwork.com, a network of online properties dedicated to providing original market research, data services, news, events and job listings on the Facebook platform, on social gaming and on mobile applications ecosystems that includes the following:

  

	AppData	Inside Network Research	PageData
	Inside Facebook	Inside Social Games	The Facebook Marketing Bible
	Inside Mobile Apps	Inside Virtual Goods

  

•

SemanticWeb.com, a blog providing content, education, community resources and career resources on the commercialization and application of Semantic Technologies, Linked Data and Big Data.

 

•

AllCreativeWorld.com, a network of online properties providing content, education, community, career and other resources for creative and design professionals.

 

•

Community, membership and e-commerce offerings including a freelance listing service, a marketplace for designing and purchasing logos (stocklogos.com), and premium membership services.

  

The Company’s education business features online and in-person courses and online conferences for social media and traditional media professionals.  Online education conferences combine the concepts of a large-scale event and a small group educational workshop that offers attendees the opportunity to learn in a dynamic online setting with live weekly instruction via webcast, discussion forums, homework assignments, and small group interaction where students receive one-on-one guidance and instruction from an advisor.

 

The Company’s trade shows include, among others, the Semantic Tech and Business Conference, Inside Social Apps, Social Gaming Summit and the AllFacebook Marketing Conference.

 

2.	BASIS OF PRESENTATION

 

The accompanying unaudited consolidated condensed financial statements have been prepared from the books and records of WebMediaBrands in accordance with accounting principles generally accepted in the United States of America and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated condensed statements of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year or any future interim period.  These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in WebMediaBrands’s Annual Report on Form 10-K for the year ended December 31, 2011. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such consolidated condensed financial statements.

 

The consolidated condensed financial statements include the accounts of WebMediaBrands and its wholly-owned subsidiaries: Mediabistro.com Inc., a Delaware corporation, and Inside Network, Inc., a California corporation.  All significant intercompany balances and transactions have been eliminated in consolidation.  

 

 

3.	RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS". The amendments in ASU No. 2011-04 generally represent clarification of Topic No. 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed.  ASU No. 2011-04 results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards. The amendments are effective for interim and annual periods beginning after December 15, 2011 and are to be applied prospectively.  This pronouncement did not have a material effect on the Company’s consolidated condensed financial statements.

 

In September 2011, the FASB issued ASU No. 2011-08: “Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” The objective of ASU 2011-08 is to simplify how entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued.  The Company has elected early adoption of ASU No. 2011-08. This pronouncement did not have a material effect on the Company’s consolidated condensed financial statements.

 

4.	SEGMENT INFORMATION

 

Segment information is presented in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting”. ASC Topic 280 is typically based on a management approach that designates the internal organization used for making operating decisions and assessing performance. Operating segments are defined as business areas or lines of an enterprise about which financial information is available and evaluated on a regular basis by the chief operating decision-makers, or decision-making groups, in deciding how to allocate capital and other resources to such lines of business. The Company operates in one reportable segment. The Company is affected by seasonality as customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which together with fluctuations in online job postings, directly affects the Company’s business. The Company’s results will also be impacted by the number and type of education courses offered and by the number and size of trade shows held in each quarter. In addition, there may be fluctuations as trade shows held in one period in the current year may be held in a different period in future years.

 

5.	ACCOUNTING FOR EMPLOYEE STOCK-BASED COMPENSATION

 

Total employee stock-based compensation is as follows (in thousands):

   

		Three Months Ended June 30,								Six Months Ended June 30,
		2012				2011				2012				2011
Stock options for employees		$	137			$	82			$	261			$	166
Restricted stock for employees			–				32				(2	)			32
Total employee stock based compensation		$	137			$	114			$	259			$	198

 

Total employee stock-based compensation increased additional paid-in capital by $259,000 and $198,000 for the six months ended June 30, 2012 and 2011, respectively.

    

The fair value of each stock option grant is estimated using the Black-Scholes option pricing model to estimate the fair value of stock-based awards with the following assumptions used for grants during the periods presented:

 

		Six Months Ended June 30,
		2012				2011
Risk-free interest rate			0.97%				2.21%
Expected life (in years)			6.0				6.0
Dividend yield			0%				0%
Expected volatility			99%				93%

 

 

The expected stock price volatility is based on the historical volatility of WebMediaBrands’s common stock. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with a term that is equivalent to the remaining term of the stock option. WebMediaBrands had previously issued stock options with a five-year life.  The Company calculated the expected life for these stock options using historical data.   However, during the third quarter of 2010, the Company began issuing stock options with a ten-year life and, as a result, calculated the expected life using the simplified method.

 

The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2012 and 2011 was $0.63 and $1.26, respectively.

 

The following table summarizes stock option activity during the six months ended June 30, 2012:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (years)				Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2011			6,994,169			$	0.92
Granted			159,600			$	0.90
Exercised			(454,176	)		$	0.26
Forfeited, expired or cancelled			(288,746	)		$	2.88
Outstanding at June 30, 2012			6,410,847			$	0.88				5.9			$	486
Vested and expected to vest at June 30, 2012			6,149,619			$	0.89				5.8			$	479
Exercisable at June 30, 2012			3,826,599			$	0.96				4.5			$	410

 

The aggregate intrinsic value in the table above is before income taxes, based on WebMediaBrands’s closing stock price of $0.63 on June 29, 2012, the last trading day of the quarter. During the three months ended June 30, 2012 and 2011, the total intrinsic value of stock options exercised was $133,000 and $422,000, respectively. During the six months ended June 30, 2012 and 2011, the total intrinsic value of stock options exercised was $238,000 and $547,000, respectively.

 

As of June 30, 2012, there was $900,000 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the Company’s stock incentive plan. The Company expects to amortize that cost over a weighted-average period of 23 months.

 

The following table summarizes restricted stock activity during the six months ended June 30, 2012:

 

			Shares				Weighted Average Grant Date Fair Value
Outstanding nonvested shares at December 31, 2011				132,645			$	1.67
Granted				–				–
Vested				(7,077	)		$	1.67
Forfeited				(118,895	)		$	1.67
Outstanding nonvested shares at June 30, 2012				6,673			$	1.67

 

6.	COMPUTATION OF LOSS PER SHARE

 

The Company computes basic loss per share using the weighted average number of common shares outstanding during the period. The Company computes diluted loss per share using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options. Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.

 

 

 

Computations of basic and diluted loss per share for the periods presented are as follows (in thousands, except per share amounts):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2012				2011				2012				2011
Net loss		$	(346	)		$	(1,007	)		$	(963	)		$	(2,356	)
Basic weighted average number of common shares outstanding			41,879				40,463				41,786				39,277
Effect of dilutive stock options			–				–				–				–
Total basic weighted average number of common shares and dilutive stock options			41,879				40,463				41,786				39,277
Loss per share:
Basic and diluted net loss		$	(0.01	)		$	(0.02	)		$	(0.02	)		$	(0.06	)

 

The following table summarizes the number of outstanding stock options excluded from the calculation of diluted loss per share for the periods presented because the result would have been anti-dilutive (in thousands, except weighted average exercise price):

  

		Three and Six Months Ended June 30,
		2012				2011
Number of anti-dilutive stock options			6,411				4,768
Weighted average exercise price		$	0.88			$	1.05

  

7.	INTANGIBLE ASSETS AND GOODWILL

 

Amortized Intangible Assets

 

The following tables set forth the intangible assets that are subject to amortization, including the related accumulated amortization (in thousands):

 

		June 30, 2012
		Cost				Accumulated Amortization				Net Carrying Value
Customer relationships		$	804			$	(332	)		$	472
Copyrights and trademarks			538				(137	)			401
Website development costs			640				(264	)			376
Non-compete agreements			97				(90	)			7
Content development costs			165				(159	)			6
Total		$	2,244			$	(982	)		$	1,262

   

		December 31, 2011
		Cost				Accumulated Amortization				Net Carrying Value
Customer relationships		$	804			$	(239	)		$	565
Copyrights and trademarks			534				(79	)			455
Website development costs			567				(174	)			393
Content development costs			165				(142	)			23
Non-compete agreements			109				(88	)			21
Total		$	2,179			$	(722	)		$	1,457

 

The Company amortizes intangible assets that are subject to amortization on a straight-line basis over their expected useful lives. The Company amortizes website development costs, copyrights and trademarks and customer relationships over three to seven years and content development costs over two years.  The Company amortizes non-compete agreements over the period of the agreements, typically from one to three years.  

 

 

 

Amortization expense related to intangible assets subject to amortization was $136,000 and $272,000 for the three and six months ended June 30, 2012, respectively, and $93,000 and $211,000 for the three and six months ended June 30, 2011, respectively. Estimated annual amortization expense for the next five years, including the remainder of 2012, is expected to be as follows (in thousands):

 

Years Ending December 31:
2012			$	258
2013				338
2014				249
2015				210
2016				121
Thereafter				86
			$	1,262

   

Unamortized Intangible Assets

 

The following tables set forth the intangible assets that are not subject to amortization (in thousands):

 

		June 30, 2012				December 31, 2011
Domain names		$	1,169			$	1,169

 

 

Goodwill

 

There were no changes in the carrying amount of goodwill for the six months ended June 30, 2012.

    

8.	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consist of the following (in thousands):

 

		June 30, 2012				December 31, 2011
Customer overpayments		$	96			$	96
Accrued professional fees			112				151
Accrued property and capital taxes			34				48
Other			338				367
Total		$	580			$	662

 

9.

DEBT

 

On May 29, 2009, WebMediaBrands entered into a loan agreement in the amount of $7.2 million with the Company’s Chief Executive Officer, Alan M. Meckler (the “2009 Meckler Loan”).

 

In conjunction with the 2009 Meckler Loan, the Company (1) entered into a promissory note jointly and severally payable by the Company and its subsidiary, Mediabistro, to Mr. Meckler (the “2009 Note”), (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets, (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property, (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “Pledge Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in and an assignment of all of the shares of stock or other equity interest of Mediabistro owned by the Company, and (5) agreed to enter into a Blocked Account Control Agreement by and among the Company, Mr. Meckler and a depositary bank, to further secure the Note (the “Control Agreement,” and together with the 2009 Note, the Security Agreement, the IP Security Agreement and the Pledge Agreement, the “Company Loan Documents”).

 

 

 

Simultaneously, Mediabistro (1) entered into a Security Agreement by and between Mediabistro and Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro’s assets (the “Mediabistro Security Agreement”), (2) entered into an Intellectual Property Security Agreement by and between Mediabistro and Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro’s intellectual property (the “Mediabistro IP Security Agreement”), and (3) agreed to enter into a Blocked Account Control Agreement by and among Mediabistro, Mr. Meckler and a depositary bank, to further secure the 2009 Note (the “Mediabistro Control Agreement” and, together with the Mediabistro Security Agreement and the Mediabistro IP Security Agreement, the “Mediabistro Documents”).

 

To fund the 2009 Meckler Loan, Mr. Meckler used a portion of the proceeds of a residential mortgage loan that Bank of America, N.A. (“BOA”) granted to Mr. Meckler and Mrs. Ellen L. Meckler (the “BOA Loan”). Pursuant to a Collateral Assignment of the 2009 Note dated May 29, 2009, by Mr. Meckler to BOA, Mr. Meckler collaterally assigned the Note to BOA as additional collateral for the BOA Loan. Payment terms of the 2009 Meckler Loan reflect pass through of the BOA Loan payment terms (excluding those funds borrowed pursuant to the BOA Loan for Mr. Meckler’s personal use). As a result, the interest rate, amortization schedule and maturity date of each loan are identical.

  

The original principal amount of the 2009 Meckler Loan equaled the amount that was required to pay off and terminate an interest rate swap agreement between the Company and KeyBank and related transactional expenses. On September 1, 2010, WebMediaBrands entered into a Note Modification Agreement with Mr. Meckler.  The Note Modification Agreement reduced the interest rate of the 2009 Note from 4.7% to 3.4% per annum.  Interest on the outstanding principal amount is due and payable on the first day of each calendar month through June 2014. Thereafter, principal and interest is due and payable in equal monthly payments in an amount sufficient to pay the loan in full based on an amortization term of 15 years.  In addition to the interest rate reduction noted above, the Note Modification Agreement also reduced the required minimum monthly principal and interest payments that commence on July 1, 2014.  Although there are no future minimum principal payments due under the 2009 Meckler Loan for the years ended December 31, 2012 through December 31, 2013, the Company had repaid approximately $1.3 million of the 2009 Meckler Loan as of June 30, 2012.  The 2009 Note is due and payable in full on May 29, 2016, and may be prepaid at any time without penalty or premium. WebMediaBrands made no principal payments on the 2009 Meckler Loan during the six months ended June 30, 2012, and one principal payment in the amount of $50,000 during the six months ended June 30, 2011.

 

On November 14, 2011, the Company and Mediabistro entered into a 2nd Note Modification Agreement with Mr. Meckler.  The 2nd Note Modification Agreement amends the 2009 Note, which is described above.  Under the 2nd Note Modification Agreement, the parties agreed to terminate the Company’s obligation to make a monthly accommodation fee of $40,000 to Mr. Meckler.  As a result, the 2nd Note Modification Agreement reduces the effective interest payable on the 2009 Meckler Loan by $480,000 per year.  The Company granted Mr. Meckler a fully vested stock option to purchase 1,000,000 shares of the Company’s common stock pursuant to the terms of the 2008 WebMediaBrands Stock Option Plan.  All other terms of the 2009 Meckler Loan remain unchanged.

  

Also on November 14, 2011, WebMediaBrands  and its wholly owned subsidiaries, Mediabistro and Inside Network: (1) entered into a promissory note jointly and severally payable by the Company, Mediabistro and Inside Network to Mr. Meckler (the “2011 Note”); (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “WEBM Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets; (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “2nd IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property; and (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “2nd Pledge Agreement”), and together with the 2011 Note, the WEBM Security Agreement and the 2nd IP Security Agreement, the “2011 Company Loan Documents”) pursuant to which the Company granted to Mr. Meckler a security interest in and assignment of all of the shares of stock or other equity interest of Mediabistro and Inside Network owned by the Company.

 

In the 2011 Note, Mr. Meckler loaned the Company $1,750,000 (the “2011 Meckler Loan”).  The interest rate of the 2011 Note is 3.10% per annum.  Interest on the outstanding principal amount is due and payable monthly until August 2014.  Thereafter, principal and interest is due and payable in equal monthly installments, with the outstanding principal amount, together with all accrued interest thereon, due and payable on August 18, 2016.  The 2011 Note may be prepaid at any time without penalty or premium.

 

In partial consideration of the 2011 Note and the 2nd Note Modification Agreement, Inside Network entered into a Security Agreement by and between Inside Network and Mr. Meckler pursuant to which Inside Network granted to Mr. Meckler a security interest in Inside Network’s assets (the “Inside Network Security Agreement”) to secure Inside Network’s obligations under the 2011 Note and the 2009 Note.

 

The 2011 Company Loan Documents and the Inside Network Security Agreement contain customary terms for a loan transaction of this type.  If an Event of Default (as defined in the 2011 Note) occurs and is continuing beyond a specified cure period, Mr. Meckler may declare the 2011 Meckler Loan immediately due and payable. The 2011 Meckler Loan also will become immediately due and payable upon certain events of bankruptcy or insolvency or in the event of a Change of Control (as defined in the 2011 Note) of Mediabistro, Inside Network, or the Company.

 

 

 

Interest expense on the 2009 Meckler Loan and 2011 Meckler Loan was $64,000 and $127,000 during the three and six months ended June 30, 2012, respectively, and $170,000 and $340,000 during the three and six months ended June 30, 2011, respectively.  There are no future minimum principal payments due under the 2009 Meckler Loan and the 2011 Meckler Loan for the years ended December 31, 2012 and 2013.  There are future minimum payments due to Mr. Meckler for the 2009 Meckler Loan and the 2011 Meckler Loan in the amount of $189,000 for the year ended December 31, 2014; $419,000 for the year ended December 31, 2015; and $7.0 million for the year ended December 31, 2016.     

  

10.	INCOME TAXES

 

The Company recorded a provision for income taxes of $8,000 and $19,000 during the three and six months ended June 30, 2012, respectively, and $10,000 and $20,000 during the three and six months ended June 30, 2011, respectively.

 

Based on current projections, management believes that it is more likely than not that WebMediaBrands will have insufficient taxable income to allow recognition of its deferred tax assets. Accordingly, a valuation allowance has been established against deferred tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, an additional tax provision will be incurred as the assets are amortized.

 

The total amount of unrecognized tax benefits was $85,000 as of June 30, 2012 and December 31, 2011, all of which would affect the effective tax rate, if recognized, as of June 30, 2012.

 

11.	COMMITMENTS AND CONTINGENCIES

 

WebMediaBrands is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions should not materially affect the financial statements of WebMediaBrands.

  

12.	SUBSEQUENT EVENT

 

On July 27, 2012, WebMediaBrands entered into a 3rd Note Modification Agreement with Mr. Meckler that reduces the interest rate (i) of the 2009 Note to 2.975% from 3.40% effective June 1, 2012, and (ii) of the 2011 Note to 2.40% from 3.10% effective on June 18, 2012.  All other terms of the promissory notes remain unchanged.  Both promissory notes are described in note 9 above.

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our unaudited consolidated condensed financial statements and the accompanying notes that appear elsewhere in this filing. Statements in this Form 10-Q, that are not historical facts are “forward-looking statements” under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described. The potential risks and uncertainties address a variety of subjects including, for example: general economic conditions; the competitive environment in which WebMediaBrands competes; the unpredictability of WebMediaBrands’s future revenues, expenses, cash flows and stock price; WebMediaBrands’s ability to integrate acquired businesses, products and personnel into its existing businesses; WebMediaBrands’s dependence on a limited number of advertisers; and WebMediaBrands’s ability to protect its intellectual property. For a more detailed discussion of these risks and uncertainties, refer to WebMediaBrands’s other reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this Form 10-Q, and we are under no obligation to update the forward-looking statements after the date hereof, except as required by law.

 

Overview

 

WebMediaBrands is an Internet media company that provides content, education and career services to media and creative professionals through a portfolio of vertical online properties, communities and trade shows. Our online business includes:

 

•

mediabistro.com, a blog network providing content, education, community and career resources about major media industry verticals including new media, social media, Facebook, TV news, advertising, public relations, publishing, design, mobile and the Semantic Web that includes the following:

 

	10,000Words	AllTwitter	FishbowlLA	MediaJobsDaily	TVNewser
	AgencySpy	AppNewser	FishbowlNY	PRNewser	TVSpy
	AllFacebook	FishbowlDC	GalleyCat	SocialTimes	UnBeige

   

Our mediabistro.com business also includes an industry-leading job board for media and business professionals focusing on job categories such as social media, online/new media, publishing, public relations/marketing, advertising, sales, design, web development, television and more;

 

•

InsideNetwork.com, a network of online properties dedicated to providing original market research, data services, news, events and job listings on the Facebook platform, social gaming and mobile applications ecosystems that includes the following:

 

	AppData	Inside Network Research	PageData
	Inside Facebook	Inside Social Games	The Facebook Marketing Bible
	Inside Mobile Apps	Inside Virtual Goods

 

•

SemanticWeb.com, a blog providing content, education, community resources and career resources on the commercialization and application of Semantic Technologies, Linked Data and Big Data.

 

•

AllCreativeWorld.com, a network of online properties providing content, education, community, career and other resources for creative and design professionals.

 

•

Community, membership and e-commerce offerings including a freelance listing service, a marketplace for designing and purchasing logos (stocklogos.com) and premium membership services.

 

Our education business features online and in-person courses and online conferences (including our Facebook Marketing and Social Media Marketing Boot Camps) for social media and traditional media professionals. Online education conferences combine the concepts of a large-scale event and a small group educational workshop that offers attendees the opportunity to learn in a dynamic online setting with live weekly instruction via webcast, discussion forums, homework assignments, and small group interaction where students receive one-on-one guidance and instruction from an advisor.

 

Our trade shows include, among others, the Semantic Tech and Business Conference, Inside Social Apps, Social Gaming Summit and the AllFacebook Marketing Conference.

 

Our businesses cross-leverage and cross-promote our content, product and service offerings.  For example, users of our Websites read our content, search for jobs on our job boards, attend our trade shows, subscribe to and purchase products and services and take courses.

       

 

  

We generate our revenues from:

 

•

fees charged for online job postings;

 

	•	advertising on our Websites and e-mail newsletters;
	•	attendee registration fees to our trade shows;

 

•

attendee registration fees for our online and in-person courses and conferences;

  

•

fees for social media-related market research and data services products;

 

•

exhibition space fees and vendor sponsorships to our trade shows; and

  

•

subscription sales from our paid membership services.

       

Customers generally post more job listings during the first calendar quarter and fewer job listings during the fourth calendar quarter. Also, advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which, together with fluctuations in online job postings, directly affect our business. Our results will also be impacted by the number and type of education courses we offer and by the number and size of trade shows we hold in each quarter. In addition, there may be fluctuations as trade shows held in one period in the current year may be held in a different period in future years.

      

The principal costs of our business relate to: payroll and benefits costs for our personnel; technology-related costs; facilities and equipment; and venue, speaker and advertising expenses for our trade shows and courses.

 

Results of Operations

 

Revenues

 

Revenues were $4.0 million for the three months ended June 30, 2012 and $3.8 million for the three months ended June 30, 2011, representing an increase of 6%. This change was primarily due to growth of our research and advertising revenues. Research revenue relates to Inside Network Inc.’s (“Inside Network”) original market research and data services, which includes AppData, Inside Virtual Goods and the Facebook Marketing Bible.

 

Revenues were $7.7 million for the six months ended June 30, 2012 and $6.0 million for the six months ended June 30, 2011, representing an increase of 28%. This change was primarily due to the full period impact of the acquisition of Inside Network, which we acquired in May 2011, along with continued organic growth of our advertising, trade show and education revenues.  Inside Network contributed $1.8 million to our revenues during the six months ended June 30, 2012.

 

The following table sets forth, for the periods indicated, the components of our revenues (in thousands):

 

		Three Months Ended June 30,								2012 vs. 2011								Six Months Ended June 30,								2012 vs. 2011
		2012				2011				$				%				2012				2011				$				%
Online job postings		$	1,009			$	1,119			$	(110	)			(10	)%		$	2,162			$	2,268			$	(106	)			(5	)%
Trade shows			1,046				1,095				(49	)			(4	)			1,686				1,129				557				49
Advertising			714				602				112				19				1,365				958				407				42
Education			545				536				9				2				1,087				996				91				9
Research			455				194				261				135				893				194				699				360
Other			271				254				17				7				532				501				31				6
Total		$	4,040			$	3,800			$	240				6	%		$	7,725			$	6,046			$	1,679				28	%

 

Cost of revenues

 

Cost of revenues primarily consists of payroll and benefits costs for technology and editorial personnel, freelance costs, communications infrastructure and trade show and education operations.  Cost of revenues excludes depreciation and amortization.  Cost of revenues was $2.1 million for both the three months ended June 30, 2012 and June 30, 2011.  

 

 

   

Cost of revenues was $4.2 million for the six months ended June 30, 2012 and $3.6 million for the six months ended June 30, 2011, representing an increase of 16%.  This change was primarily due to the full period impact of the acquisition of Inside Network, which added $748,000 to cost of revenues during the six months ended June 30, 2012, including $299,000 in trade show costs for the Inside Social Apps conference that was held during the first quarter of 2012 and $235,000 in employee-related costs.

 

We intend to make investments through internal development and, where appropriate opportunities arise, through acquisitions to continue to expand our content offerings. We might need to increase our spending in order to create additional content related to new topics or offerings.

 

Advertising, promotion and selling

 

Advertising, promotion and selling expenses primarily consist of payroll and benefits costs for sales and marketing personnel, sales commissions and promotion costs. Advertising, promotion and selling expenses were $665,000 for the three months ended June 30, 2012 and $633,000 for the three months ended June 30, 2011, representing an increase of 5%. Advertising, promotion and selling expenses were $1.3 million for the six months ended June 30, 2012 and $1.1 million for the six months ended June 30, 2011, representing an increase of 23%. These increases were primarily due to the full period impact of the acquisition of Inside Network, which added an additional $159,000 and $313,000 to advertising, promotion, and selling expenses for the three and six months ended June 30, 2012, respectively.

 

General and administrative

 

General and administrative expenses consist primarily of payroll and benefits costs for administrative personnel, office-related costs and professional fees. General and administrative expenses were $1.3 million for the three months ended June 30, 2012 and $1.4 million for the three months ended June 30, 2011, representing a decrease of 4%. This change was due to a decrease in professional fees of $125,000 that was partially offset by an increase in employee-related costs of $45,000 that was primarily related to the acquisition of Inside Network. General and administrative expenses were $2.6 million for the six months ended June 30, 2012 and $2.7 million for the six months ended June 30, 2011, representing a decrease of 3%. This change was due to a decrease in professional fees of $199,000 that was partially offset by an increase in employee-related costs of $120,000 that was primarily related to the acquisition of Inside Network. Professional fees of $147,000 and $177,000 for the three and six months ended June 30, 2011, respectively, were associated with the acquisition of Inside Network.

 

Depreciation and amortization

 

Depreciation expense was $80,000 for the three months ended June 30, 2012 and $81,000 for the three months ended June 30, 2011, representing a decrease of 1%. Depreciation expense was $160,000 for the six months ended June 30, 2012 and $165,000 for the six months ended June 30, 2011, representing a decrease of 3%. These decreases were due primarily to certain assets becoming fully depreciated.

 

Amortization expense was $136,000 for the three months ended June 30, 2012 and $93,000 for the three months ended June 30, 2011, representing an increase of 46%. Amortization expense was $272,000 for the six months ended June 30, 2012 and $211,000 for the six months ended June 30, 2011, representing an increase of 29%.  These increases were due primarily to the acquisition of Inside Network.   

 

Our depreciation and amortization expenses might vary in future periods based upon a change in our capital expenditure levels or any future acquisitions.

 

Contingent acquisition consideration

 

During the fourth quarter of 2009, we entered into two asset purchase agreements. Both of the purchase agreements included a two year earn-out that could result in additional cash consideration. We recorded a liability of $1.6 million as of December 31, 2009 for the estimated consideration to be paid. During the three months ended June 30, 2011, we made our final earn-out payment related to these acquisitions. The total additional cash consideration we paid during the two year earn-out period was $1.9 million and resulted in $329,000 being recorded as contingent acquisition consideration during the three and six months ended June 30, 2011.

 

Other income (loss), net

 

Other loss was $3,000 during the three and six months ended June 30, 2012.  Other income for the three months ended June 30, 2011 was $1,000 and other loss for the six months ended June 30, 2011 was $3,000.

 

 

Interest income and interest expense

 

The following table sets forth, for the periods indicated, a comparison of our interest income and interest expense (dollars in thousands):

 

		Three Months Ended June 30,								2012 vs. 2011								Six Months Ended June 30,								2012 vs. 2011
		2012				2011				$				%				2012				2011				$				%
Interest income		$	1			$	5			$	(4	)			(80	)%		$	2			$	40			$	(38	)			(95	)%
Interest expense			(73	)			(178	)			105				59				(146	)			(357	)			211				59

 

Interest expense during the three and six months ended June 30, 2012 and 2011 relates primarily to costs associated with our loans from a related party. The reduction in interest expense during the three and six months ended June 30, 2012 was due to the Note Modification Agreement that we entered into on September 1, 2010. See “Related Party Transactions” for a description of the loans and Note Modification Agreement.

  

Provision for income taxes

 

We recorded a provision for income taxes of $8,000 and $19,000 during the three and six months ended June 30, 2012, respectively, and $10,000 and $20,000 during the three and six months ended June 30, 2011, respectively.

 

Based on current projections, management believes that it is more likely than not that we will have insufficient taxable income to allow recognition of our deferred tax assets. Accordingly, we have established a valuation allowance against deferred tax assets to the extent that deductible temporary differences cannot be offset by taxable temporary differences. To the extent that the net book value of indefinite lived assets exceeds the net tax value of indefinite lived assets, we will incur an additional tax provision as the assets are amortized.

 

The total amount of unrecognized tax benefits was $85,000 as of June 30, 2012 and December 31, 2011, all of which would affect the effective tax rate, if recognized, as of June 30, 2012.

  

Liquidity and Capital Resources

 

The following table sets forth, for the periods indicated, a comparison of the key components of our liquidity and capital resources (dollars in thousands):

    

		Six Months Ended June 30,								2012 vs. 2011
		2012				2011				$				%
Operating cash flows		$	124			$	(2,989	)		$	3,113				104	%
Investing cash flows			(124	)			(7,525	)			7,401				98
Financing cash flows			119				79				40				51

   

		As of								2012 vs. 2011
		June 30, 2012				December 31, 2011				$				%
Cash and cash equivalents		$	3,557			$	3,438			$	119				3	%
Working capital			1,534				1,794				(260	)			(14	)
Loan from related party			7,647				7,647				–				–

    

Since inception, we have funded operations through various means, including public offerings of our common stock, the sales of certain of our businesses, including our Online images and Internet.com businesses, as well as credit agreements and cash flows from operating activities.

 

Operating activities. The change from cash used in operating activities of $3.0 million during the six months ended June 30, 2011 to cash provided by operating activities of $124,000 for the same period of 2012 was primarily due to a reduction in operating losses that was driven by an increase in our revenues.

 

Investing activities. The amounts of cash used in investing activities vary in correlation to the number and cost of the acquisitions we complete. Net cash used in investing activities during the six months ended June 30, 2012, related primarily to the purchase of certain assets and website development costs.  Net cash used in investing activities during the six months ended June 30, 2011, related primarily to the acquisition of Inside Network.

 

Financing activities. Cash provided by financing activities during the six months ended June 30, 2012 related to stock option exercises. Cash provided by financing activities during the six months ended June 30, 2011 related primarily to stock option exercises offset by a repayment of borrowings from a related party.

 

 

 

We expect to continue our investing activities on a limited basis for the foreseeable future, which includes the potential to strategically acquire companies and content that are complementary to our business. We expect to finance any near-term acquisitions with cash on hand.

 

Our existing cash balances might decline during the remainder of 2012 in the event of a downturn in the general economy or changes in our planned cash outlay. However, we believe the remaining cash flow together with our existing cash balances and our current business plan and revenue prospects will be sufficient to meet the working capital and operating resource expenditure requirements of our business for the next 12 months.

  

Off-Balance Sheet Arrangements

 

We have not entered into off-balance sheet arrangements or issued guarantees to third parties.

 

Recent Accounting Pronouncements

 

We are required to adopt certain new accounting pronouncements. See note 3 to the consolidated condensed financial statements included in Item 1 of this Form 10-Q.

  

Related Party Transactions

 

On May 29, 2009, we entered into a loan agreement in the amount of $7.2 million with our Chief Executive Officer, Alan M. Meckler (the “2009 Meckler Loan”).

   

In conjunction with the 2009 Meckler Loan, we (1) entered into a promissory note jointly and severally payable by us and our subsidiary, Mediabistro, to Mr. Meckler (the “2009 Note”), (2) entered into a Security Agreement with Mr. Meckler (the “Security Agreement”) pursuant to which we granted to Mr. Meckler a security interest in the our assets, (3) entered into an Intellectual Property Security Agreement with Mr. Meckler (the “IP Security Agreement”) pursuant to which the we granted to Mr. Meckler a security interest in the our intellectual property, (4) entered into a Pledge Agreement by us in favor of Mr. Meckler (the “Pledge Agreement”) pursuant to which we granted to Mr. Meckler a security interest in and an assignment of all of the shares of stock or other equity interest of Mediabistro owned by us, and (5) agreed to enter into a Blocked Account Control Agreement with Mr. Meckler and a depositary bank, to further secure the Note (the “Control Agreement,” and together with the 2009 Note, the Security Agreement, the IP Security Agreement and the Pledge Agreement, the “Company Loan Documents”).

 

Simultaneously, Mediabistro (1) entered into a Security Agreement with Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro’s assets (the “Mediabistro Security Agreement”), (2) entered into an Intellectual Property Security Agreement with Mr. Meckler pursuant to which Mediabistro granted to Mr. Meckler a security interest in Mediabistro’s intellectual property (the “Mediabistro IP Security Agreement”), and (3) agreed to enter into a Blocked Account Control Agreement with Mr. Meckler and a depositary bank, to further secure the 2009 Note (the “Mediabistro Control Agreement” and, together with the Mediabistro Security Agreement and the Mediabistro IP Security Agreement, the “Mediabistro Documents”).

 

To fund the 2009 Meckler Loan, Mr. Meckler used a portion of the proceeds of a residential mortgage loan that Bank of America, N.A. (“BOA”) granted to Mr. Meckler and Mrs. Ellen L. Meckler (the “BOA Loan”). Pursuant to a Collateral Assignment of the 2009 Note dated May 29, 2009, by Mr. Meckler to BOA, Mr. Meckler collaterally assigned the Note to BOA as additional collateral for the BOA Loan. Payment terms of the 2009 Meckler Loan reflect pass through of the BOA Loan payment terms (excluding those funds borrowed pursuant to the BOA Loan for Mr. Meckler’s personal use). As a result, the interest rate, amortization schedule and maturity date of each loan are identical.

 

The original principal amount of the 2009 Meckler Loan equaled the amount required to pay off and terminate an interest rate swap agreement between us and KeyBank and related transactional expenses. On September 1, 2010, we entered into a note modification agreement with Mr. Meckler.  The Note Modification Agreement reduced the interest rate of the 2009 Note from 4.7% to 3.4% per annum. Interest on the outstanding principal amount is due and payable on the first day of each calendar month through June 2014. Thereafter, principal and interest is due and payable in equal monthly payments in an amount sufficient to pay the loan in full based on an amortization term of 15 years.  In addition to the interest rate reduction noted above, the note modification agreement also reduced the required minimum monthly principal and interest payments that commence on July 1, 2014.  Although there are no future minimum principal payments due under the 2009 Meckler Loan for the years ended December 31, 2012 through December 31, 2013, we had repaid approximately $1.3 million of the 2009 Meckler Loan as of June 30, 2012.  The 2009 Note is due and payable in full on May 29, 2016, and may be prepaid at any time without penalty or premium. We made no principal payments during the six months ended June 30, 2012 and one principal payment on the 2009 Meckler Loan totaling $50,000 during the six months ended June 30, 2011.

 

 

 

On November 14, 2011, we along with Mediabistro, entered into a 2nd Note Modification Agreement with Mr. Meckler.  The 2nd Note Modification Agreement amends the 2009 Note, which is described above.  Under the 2nd Note Modification Agreement, the parties agreed to terminate our obligation to make a monthly accommodation fee of $40,000 to Mr. Meckler.  As a result, the 2nd Note Modification Agreement reduces the effective interest payable on the 2009 Meckler Loan by $480,000 per year. We granted Mr. Meckler a fully vested stock option to purchase 1,000,000 shares of our common stock pursuant to the terms of the 2008 WebMediaBrands Stock Option Plan.  All other terms of the 2009 Meckler Loan remain unchanged.

 

Also on November 14, 2011, we, along with our wholly owned subsidiaries, Mediabistro and Inside Network: (1) entered into a promissory note jointly and severally payable by the Company, Mediabistro and Inside Network to Mr. Meckler (the “2011 Note”); (2) entered into a Security Agreement by and between the Company and Mr. Meckler (the “WEBM Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s assets; (3) entered into an Intellectual Property Security Agreement by and between the Company and Mr. Meckler (the “2nd IP Security Agreement”) pursuant to which the Company granted to Mr. Meckler a security interest in the Company’s intellectual property; and (4) entered into a Pledge Agreement by the Company in favor of Mr. Meckler (the “2nd Pledge Agreement”), and together with the 2011 Note, the WEBM Security Agreement and the 2nd IP Security Agreement, the “2011 Company Loan Documents”) pursuant to which the Company granted to Mr. Meckler a security interest in and assignment of all of the shares of stock or other equity interest of Mediabistro and Inside Network owned by the Company.

 

In the 2011 Note, Mr. Meckler loaned us $1,750,000 (the “2011 Meckler Loan”). The interest rate of the 2011 Note is 3.10% per annum. Interest on the outstanding principal amount is due and payable monthly until August 2014. Thereafter, principal and interest is due and payable in equal monthly installments, with the outstanding principal amount, together with all accrued interest thereon, due and payable on August 18, 2016.  The 2011 Note may be prepaid at any time without penalty or premium.

 

In partial consideration of the 2011 Note and the 2nd Note Modification Agreement, Inside Network entered into a Security Agreement by and between Inside Network and Mr. Meckler pursuant to which Inside Network granted to Mr. Meckler a security interest in Inside Network’s assets (the “Inside Network Security Agreement”) to secure Inside Network’s obligations under the 2011 Note and the 2009 Note.

  

The 2011 Company Loan Documents and Inside Network Security Agreement contain customary terms for a loan transaction of this type. In an Event of Default (as defined in the 2011 Note) occurs and is continuing beyond a specified cure period, Mr. Meckler may declare the 2011 Meckler Loan immediately due and payable. The 2011 Meckler Loan also will become immediately due and payable upon certain events of bankruptcy or insolvency or in the event of a Change of Control (as defined in the 2011 Note) of Mediabistro, Inside Network, or the Company.

 

Interest expense on the 2009 Meckler Loan and 2011 Meckler Loan was $64,000 and $127,000 during the three and six months ended June 30, 2012, respectively, and $170,000 and $340,000 during the three and six months ended June 30, 2011, respectively.  There are no future minimum principal payments due under the 2009 Meckler Loan and the 2011 Meckler Loan for the years ended December 31, 2012 and 2013. There are future minimum principal payments due to Mr. Meckler for the 2009 Meckler Loan and the 2011 Meckler Loan in the amount of $189,000 for the year ended December 31, 2014; $419,000 for the year ended December 31, 2015; and $7.0 million for the year ended December 31, 2016.

 

Critical Accounting Policies

 

There have been no changes to our critical accounting policies from those included in our most recent Form 10-K for the year ended December 31, 2011.

 

Item 3.

Quantitative & Qualitative Disclosures about Market Risk

 

As a smaller reporting company as defined by Item 10(f)(1) of Regulation S-K, we are not required to provide the information required by this Item.

   

Item 4.

Controls and Procedures

 

Disclosure Controls and Procedures. The Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) under the supervision and with the participation of its management including the Company’s  Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Disclosure controls and procedures are designed only to provide reasonable assurance that (i) information required to be disclosed in an issuer’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC rules and forms and (ii) information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

 

As a result of this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to provide the reasonable assurance discussed above.

 

 

 

Management’s Report on Internal Control over Financial Reporting.   Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met.   Management applied its judgment in assessing the benefits of controls relative to their cost.   Because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within the company have been detected.  Because of its inherent limitations, internal control over financial reporting might not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls might become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures might deteriorate.  The Company’s management, with the participation of the CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2012.  Based on the Company’s evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2012 based on criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Changes in Internal Control over Financial Reporting.  There were no changes in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

 

 

 

PART II - OTHER INFORMATION

    

Item 1.

LEGAL PROCEEDINGS

 

None.

 

Item 1

RISK FACTORS

 

The primary risk factors affecting our business have not changed materially from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Not Applicable

 

Item 3.

DEFAULTS UPON SENIOR SECURITIES

 

Not Applicable

 

Item 4.

MINE SAFETY DISCLOSURES

  

Not Applicable

 

Item 5.

OTHER INFORMATION

 

Not Applicable

  

Item 6.

EXHIBITS

 

The following is a list of exhibits filed as part of this Report on Form 10-Q.

 

Exhibit Number		Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculations Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

   

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

		WebMediaBrands Inc.
Dated: August 8, 2012		/s/ Alan M. Meckler
		Alan M. Meckler Chairman and Chief Executive Officer
		/s/ Donald J. O’Neill
		Donald J. O’Neill Vice President and Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer)

 

 

 

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