Delaware
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33-1135689
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Six Concourse Parkway, Suite 1500 Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
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(770) 821-6670
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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NASDAQ Capital Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Page
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PART I
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PART II
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PART III
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PART IV
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United States: traditional Internet companies like Yahoo! and AOL, and web portals that focus on specific category verticals such as Demand Media, WebMD and About.com;
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China: national Internet portals such as Baidu, Shanda Interactive Entertainment, Sina, sohu.com and tom.com; and
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Brazil: national websites such as Terra.
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manage and implement new business strategies;
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successfully commercialize and monetize our assets;
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successfully attract advertisers for our owned and operated websites, and clients for our content and platform services;
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continue to raise additional working capital;
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manage our expense structure as a U.S. public company including, without limitation, compliance with the Sarbanes Oxley and Dodd Frank Acts;
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manage the anticipated rise in operating expenses;
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establish and take advantage of contacts and strategic relationships;
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adapt to our potential diversification into other content verticals and service offerings;
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manage and adapt to rapidly changing and expanding operations;
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implement and improve operational, financial and management systems and processes;
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respond effectively to competitive developments;
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attract, retain and motivate qualified personnel; and
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manage each of the other risks set forth in this report.
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United States: traditional Internet companies like Yahoo! and AOL, and web portals that focus on specific category verticals such as Demand Media, WebMD and About.com;
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China: national Internet portals such as Baidu, Shanda Interactive Entertainment, Sina, sohu.com and tom.com; and
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Brazil: national websites such as Terra.
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cause substantial dilution of the percentage ownership of our stockholders at the time of the issuance;
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cause substantial dilution of our earnings per share;
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subject us to the risks associated with increased leverage and additional interest costs;
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subject us to restrictive covenants that could limit our flexibility in conducting future business activities; and
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adversely affect the prevailing market price for our outstanding securities.
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currency fluctuations;
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exchange controls and restrictions on remittances abroad, such as those that were briefly imposed on such remittances (including dividends) in 1989 and in the beginning of 1990;
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inflation;
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price instability;
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energy policy;
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interest rate increases;
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liquidity of domestic capital and lending markets;
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changes in tax policy; and
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other political, domestic, social and economic developments in or affecting Brazil.
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We may not succeed in marketing and monetizing our international assets to potential customers or developing strategic partnerships for the distribution of our websites and services. Our plans to market and monetize our assets in the Chinese and Brazilian online markets through the Internet are still relatively unproven.
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The state of the Internet infrastructure in Emerging Markets may limit our growth in these countries. The Internet infrastructures in Emerging Market countries, including China and Brazil, are not well developed and are subject to regulatory control and, in the case of China, ownership by the Chinese government. The cost of Internet access is high relative to the average income in Emerging Market countries. Failure to further develop these infrastructures could limit our ability to grow. Alternatively, as these infrastructures improve and Internet use increases, we may not be able to scale our systems proportionately. Our reliance on these infrastructures makes us vulnerable to disruptions or failures in service, without sufficient access to alternative networks and services. Such disruptions or failures could reduce our user satisfaction.
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We may be sensitive to a slowdown in economic growth or other adverse changes in the China and Brazil economies. This is particularly true in light of current financial and economic uncertainties. In response to adverse economic developments, companies have reduced spending on marketing and advertising. As a result, a slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in China or Brazil may materially reduce the demand for our services and materially and adversely affect our business.
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Our Emerging Market operations subject us to other regulatory risks including unpredictable governmental regulation in China and Brazil.
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Although Remark Media is incorporated in the State of Delaware, we have operations located in Brazil and the PRC. As a result, it may be difficult for investors to enforce outside the United States any actions brought against us or our officers and directors in the United States, including actions predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in Brazil and the PRC, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state of the United States.
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structure;
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level of government involvement;
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level of development;
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level of capital reinvestment;
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growth rate;
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control of foreign exchange; and
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methods of allocating resources.
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Regulation and censorship of information collection and distribution in China may adversely affect our business. China has enacted regulations governing Internet access and the distribution of news and other information. Furthermore, the Propaganda Department of the Chinese Communist Party has been given the responsibility to censor news published in China to ensure, supervise and control a particular political ideology. Periodically, the Ministry of Public Security has stopped the distribution over the Internet of information which it believes to be socially destabilizing. The Ministry of Public Security has the authority to cause any local Internet service provider to block any website maintained outside China at its sole discretion. If the PRC government were to take action to limit or eliminate the distribution of information through our portals or to limit or regulate current or future applications available to users of our portals, our business would be adversely affected.
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PRC laws and regulations related to the PRC Internet sector are unclear and will likely change in the near future. If we are found to be in violation of current or future PRC laws or regulations, we could be subject to severe penalties.
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The PRC regulates its Internet sector by making pronouncements or enacting regulations regarding the legality of foreign investment in the PRC Internet sector and the existence and enforcement of content restrictions on the Internet. There are substantial uncertainties regarding the interpretation of current PRC Internet laws and regulations. If we are found to be in violation of any existing or future PRC laws or regulations, the relevant PRC authorities would have broad discretion in dealing with such violation, including, without limitation, the following:
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levying fines;
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confiscating our income;
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revoking our business licenses;
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pursuing criminal sanctions against our business and personnel;
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shutting down our servers and/or blocking our websites;
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requiring us to restructure our ownership structure or operations; and
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requiring us to discontinue any portion or all of our Internet business based in China.
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A 2006 regulation establishes more complex procedures in the PRC for acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions.
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The online advertising markets in China and Brazil are still developing and present risk to our revenues to be generated from our online publishing business. We do not expect our online publishing businesses in China and Brazil to derive significant revenue from online advertisements in the near term. The online advertising markets in China and Brazil are still developing, and future growth and expansion of these markets is uncertain. In February and September 2011, we implemented certain cost-saving measures in our Brazil and China operations, respectively, to bring costs in line with expected revenues while searching for strategic media partners in both countries and consideration of other strategic alternatives. These measures have also had an impact on our trend of revenues in both countries which would impact our financial condition, results or operations and cash flows generated in these countries.
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Potential additional Chinese regulation could affect our business in China. The Ministry of Information Industry, the Chinese governmental agency that regulates the Internet in China, promulgated a directive effective January 31, 2008, providing that online videos can only be broadcast or streamed by state-owned or controlled companies. Subsequently, the Ministry of Information Industry acted to provide exceptions for certain non-state-owned or controlled companies. While it is possible that our Chinese website would not be permitted to display online videos, which could have a material effect on the content provided on such website, it is not yet clear what, if any, effect this regulation has upon our business in China.
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New political and economic policies of the PRC government could affect our business.
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The PRC legal system embodies uncertainties which could limit the legal protections available to us. The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. We are subject to laws and regulations applicable to foreign investment in mainland China. However, these laws, regulations and legal requirements are relatively recent, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors.
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general market and economic conditions;
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our common stock has been thinly traded; and
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minimal third party research is available regarding our company.
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only our Board of Directors may call special meetings of our stockholders;
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our stockholders may take action only at a meeting of our stockholders and not by written consent;
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we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
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SEC Rule 14a-8 requires that we receive notice of stockholder proposals at least 120 days prior to the date of our proxy statement for the previous year’s annual meeting or we do not have to include them in our proxy materials; and
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for stockholder proposals not requested to be included in our proxy materials under Rule 14a-8, we require advance notice of not less than 60 nor more than 90 days prior to a meeting for the proposal to be introduced and considered.
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High
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Low
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Year ended December 31, 2011
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First Quarter
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$ | 4.25 | $ | 2.52 | ||||
Second Quarter
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6.41 | 2.68 | ||||||
Third Quarter
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5.99 | 2.41 | ||||||
Fourth Quarter
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3.74 | 2.00 | ||||||
Year ended December 31, 2010
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First Quarter
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$ | 2.36 | $ | 1.36 | ||||
Second Quarter
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2.40 | 1.54 | ||||||
Third Quarter
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7.49 | 1.77 | ||||||
Fourth Quarter
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7.38 | 3.76 | ||||||
(Expressed in U.S. Dollars)
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Year Ended December 31,
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2011
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2010
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Operating revenue
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Brands
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$ | 140,702 | $ | 190,712 | ||||
Content and platform services from affiliates
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4,851,224 | 6,464,352 | ||||||
Total revenue
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4,991,926 | 6,655,064 | ||||||
Cost of services
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3,187,379 | 5,405,128 | ||||||
Gross margin
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1,804,547 | 1,249,936 | ||||||
Operating expenses
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Selling general and administrative expenses (including
stock based compensation expense of $615,367 and
$265,990 in 2011 and 2010, respectively)
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5,919,996 | 4,983,981 | ||||||
Impairment loss
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381,000 | 488,560 | ||||||
Depreciation and amortization expense
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220,327 | 295,529 | ||||||
Total operating expenses
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6,521,323 | 5,768,070 | ||||||
Operating loss
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(4,716,776 | ) | (4,518,134 | ) | ||||
Other income (expense)
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Interest expense
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(123,480 | ) | - | |||||
Other (expense) income
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6,769 | 14,514 | ||||||
Total other (expense) income
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(116,711 | ) | 14,514 | |||||
Loss before income taxes and losses of equity-method investments
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(4,833,487 | ) | (4,503,620 | ) | ||||
Losses of equity-method investment, net of taxes
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(2,066,283 | ) | (1,522,697 | ) | ||||
Net loss before benefit from income taxes
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(6,899,770 | ) | (6,026,317 | ) | ||||
Income tax benefit
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(95,250 | ) | (121,238 | ) | ||||
Net loss
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$ | (6,804,520 | ) | $ | (5,905,079 | ) | ||
Net loss per share
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Net loss per share, basic and diluted
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$ | (1.26 | ) | $ | (1.10 | ) | ||
Basic and diluted weighted average shares outstanding
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5,416,109 | 5,368,419 | ||||||
Year Ended December 31,
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2011
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2010
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Net cash used in operating activities
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$ | (2,952,840 | ) | $ | (3,663,784 | ) | ||
Net cash used in investing activities
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(323,639 | ) | (215,300 | ) | ||||
Net cash used in financing activities
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(20,000 | ) | 0 | |||||
Net decrease in cash and cash equivalents
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$ | (3,296,479 | ) | $ | (3,879,084 | ) | ||
33
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35
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36
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37
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38
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39
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December 31, 2011
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December 31, 2010
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Assets
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Current assets
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Cash and cash equivalents
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$ | 1,531,502 | $ | 4,843,893 | ||||
Trade accounts receivable, net
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21,730 | 42,741 | ||||||
Trade accounts receivable due from affiliates
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302,129 | 658,944 | ||||||
Prepaid expenses and other current assets
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393,989 | 566,174 | ||||||
Total current assets
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2,249,350 | 6,111,752 | ||||||
Property, equipment and software, net
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364,386 | 306,460 | ||||||
Investment in unconsolidated affiliate
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905,852 | 2,972,135 | ||||||
Licenses to operate in China
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100,000 | 481,000 | ||||||
Intangibles
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16,429 | 16,429 | ||||||
Other long-term assets
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100,000 | - | ||||||
Total assets
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$ | 3,736,017 | $ | 9,887,776 | ||||
Liabilities and Stockholders’ Equity
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Current liabilities
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Accounts payable
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$ | 93,806 | $ | 382,515 | ||||
Advances from stockholder
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85,745 | 85,745 | ||||||
Accrued expenses and other current liabilities
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547,569 | 523,384 | ||||||
Total current liabilities
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727,120 | 991,644 | ||||||
Long-term liabilities
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Deferred tax liabilities
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25,000 | 120,250 | ||||||
Other long-term liabilities
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290,714 | - | ||||||
Total liabilities
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1,042,834 | 1,111,894 | ||||||
Commitments and contingencies
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- | - | ||||||
Stockholders’ equity
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||||||||
Preferred stock, $0.001 par value; 1,000,000 shares
authorized, none issued
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- | - | ||||||
Common stock, $0.001 par value; 20,000,000 shares
authorized, 5,422,295 and 5,375,455 issued and
outstanding at December 31, 2011 and
2010, respectively
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5,422 | 5,375 | ||||||
Additional paid-in-capital
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101,444,780 | 100,701,356 | ||||||
Accumulated other comprehensive income
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16,881 | 38,531 | ||||||
Accumulated deficit
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(98,773,900 | ) | (91,969,380 | ) | ||||
Total stockholders’ equity
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2,693,183 | 8,775,882 | ||||||
Total liabilities and stockholders’ equity
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$ | 3,736,017 | $ | 9,887,776 | ||||
Year Ended December 31,
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2011
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2010
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Operating revenue
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Brands
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$ | 140,702 | $ | 190,712 | ||||
Content and platform services from affiliates
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4,851,224 | 6,464,352 | ||||||
Total revenue
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4,991,926 | 6,655,064 | ||||||
Cost of services
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3,187,379 | 5,405,128 | ||||||
Gross margin
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1,804,547 | 1,249,936 | ||||||
Operating expenses
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||||||||
Selling general and administrative expenses (including
Stock-based compensation expense of $615,367 and
$265,990 in 2011 and 2010, respectively)
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5,919,996 | 4,983,981 | ||||||
Impairment loss
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381,000 | 488,560 | ||||||
Depreciation and amortization expense
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220,327 | 295,529 | ||||||
Total operating expenses
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6,521,323 | 5,768,070 | ||||||
Operating loss
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(4,716,776 | ) | (4,518,134 | ) | ||||
Other income (expense)
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||||||||
Interest expense
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(123,480 | ) | - | |||||
Other income
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6,769 | 14,514 | ||||||
Total other (expense) income
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(116,711 | ) | 14,514 | |||||
Loss before income taxes and loss in equity-method investments
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(4,833,487 | ) | (4,503,620 | ) | ||||
Loss in equity-method investment, net of taxes
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(2,066,283 | ) | (1,522,697 | ) | ||||
Net loss before benefit from income taxes
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(6,899,770 | ) | (6,026,317 | ) | ||||
Income tax benefit
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(95,250 | ) | (121,238 | ) | ||||
Net loss
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$ | (6,804,520 | ) | $ | (5,905,079 | ) | ||
Net loss per share
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||||||||
Net loss per share, basic and diluted
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$ | (1.26 | ) | $ | (1.10 | ) | ||
Basic and diluted weighted average shares outstanding
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5,416,109 | 5,368,419 | ||||||
Common Stock
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Additional Paid-in Capital
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Accumulated Other Comprehensive Income (Loss)
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Accumulated Deficit
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Total Stockholders’ Equity
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Shares
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Amount
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Balance as of December 31, 2009
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5,369,829 | $ | 5,369 | $ | 100,435,372 | $ | 40,100 | $ | (86,064,301 | ) | $ | 14,416,540 | ||||||||||||
Comprehensive loss:
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||||||||||||||||||||||||
Net loss
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- | - | - | - | (5,905,079 | ) | (5,905,079 | ) | ||||||||||||||||
Foreign currency translation adjustments
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- | - | - | (1,569 | ) | - | (1,569 | ) | ||||||||||||||||
Total comprehensive loss
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(5,906,648 | ) | ||||||||||||||||||||||
Restricted stock grants
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8,000 | 8 | (8 | ) | - | - | - | |||||||||||||||||
Forfeited restricted stock
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(2,374 | ) | (2 | ) | 2 | - | - | - | ||||||||||||||||
Stock-based compensation
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- | - | 265,990 | - | - | 265,990 | ||||||||||||||||||
Balance as of December 31, 2010
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5,375,455 | $ | 5,375 | $ | 100,701,356 | $ | 38,531 | $ | (91,969,380 | ) | $ | 8,775,882 | ||||||||||||
Comprehensive loss:
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||||||||||||||||||||||||
Net loss
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- | - | - | - | (6,804,520 | ) | (6,804,520 | ) | ||||||||||||||||
Foreign currency translation adjustments
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- | - | - | (21,650 | ) | - | (21,650 | ) | ||||||||||||||||
Total comprehensive loss
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(6,826,170 | ) | ||||||||||||||||||||||
Restricted stock grants
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49,000 | 49 | (49 | ) | - | - | - | |||||||||||||||||
Forfeited restricted stock
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(2,160 | ) | (2 | ) | 2 | - | - | - | ||||||||||||||||
Stock-based compensation
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- | - | 615,367 | - | - | 615,367 | ||||||||||||||||||
Warrants issued
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- | - | 128,104 | - | - | 128,104 | ||||||||||||||||||
Balance as of December 31, 2011
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5,422,295 | $ | 5,422 | $ | 101,444,780 | $ | 16,881 | $ | (98,773,900 | ) | $ | 2,693,183 | ||||||||||||
Year Ended December 31,
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||||||||
2011
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2010
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|||||||
Cash Flows from operating activities:
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||||||||
Net loss
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$ | (6,804,520 | ) | $ | (5,905,079 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Depreciation and amortization
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220,327 | 295,529 | ||||||
Impairment loss
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381,000 | 488,560 | ||||||
Stock-based compensation
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615,367 | 265,965 | ||||||
Deferred income taxes
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(95,250 | ) | (122,140 | ) | ||||
Loss in equity-method investments
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2,066,283 | 1,522,697 | ||||||
Loss on disposal of property, equipment and
software
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39,648 | 14,095 | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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21,011 | (6,364 | ) | |||||
Accounts receivable from affiliates
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356,815 | (189,759 | ) | |||||
Prepaid expenses and other assets
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220,289 | 221,798 | ||||||
Accounts payable, accrued expenses and other
liabilities
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26,190 | (249,086 | ) | |||||
Net cash used in operating activities
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(2,952,840 | ) | (3,663,784 | ) | ||||
Cash flows from investing activities:
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||||||||
Purchases of property, equipment and software
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(327,404 | ) | (125,772 | ) | ||||
Other, net
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3,765 | (89,528 | ) | |||||
Net cash used in investing activities
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(323,639 | ) | (215,300 | ) | ||||
Cash flows from financing activities:
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||||||||
Payments of debt issuance costs
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(20,000 | ) | - | |||||
Net cash used in financing activities
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(20,000 | ) | - | |||||
Net change in cash and cash equivalents
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(3,296,479 | ) | (3,879,084 | ) | ||||
Impact of currency translation on cash
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(15,912 | ) | (1,569 | ) | ||||
Cash and cash equivalents at beginning of year
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4,843,893 | 8,724,546 | ||||||
Cash and cash equivalents at end of year
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$ | 1,531,502 | $ | 4,843,893 | ||||
Supplemental disclosure of cash flow information:
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||||||||
Other non-cash financing and investing activities:
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||||||||
Debt issuance costs in the form of warrants
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$ | 128,104 | $ | - | ||||
·
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Entered into a subscription agreement for the purchase of 125,000 shares of common stock of Sharecare, representing 20% ownership of Sharecare at the time of purchase;
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Sold substantially all of the assets of its DailyStrength subsidiary to Sharecare;
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Agreed to provide management and website development services to Sharecare; and
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Received a limited license to use the Sharecare web platform for the Company’s own businesses.
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Year Ended December 31,
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2011
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2010
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|||||||
Revenues
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$ | 11,839,568 | $ | 4,742,403 | ||||
Gross profit
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9,809,402 | 4,000,091 | ||||||
Loss from operations
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(13,626,988 | ) | (11,863,151 | ) | ||||
Net loss
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(13,862,217 | ) | (12,008,017 | ) | ||||
Loss in equity-method investment
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$ | (2,066,283 | ) | $ | (1,980,122 | ) |
·
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Level 1 – Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;
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·
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Level 2 – Inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and
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Level 3 – Unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market data available.
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December 31,
|
||||||||
2011
|
2010
|
|||||||
Prepaid insurance
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$ | 326,482 | $ | 348,936 | ||||
Deposits and other current assets
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67,507 | 217,238 | ||||||
Total
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$ | 393,989 | $ | 566,174 | ||||
Indefinite-lived Intangible assets:
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December 31,
|
|||||||
2011
|
2010
|
|||||||
License to operate in China:
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||||||||
Balance, beginning of year
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$ | 481,000 | $ | 969,560 | ||||
Impairment loss
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(381,000 | ) | (488,560 | ) | ||||
Balance, end of year
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100,000 | 481,000 | ||||||
Site domains:
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||||||||
Balance, end of year
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16,429 | 16,429 | ||||||
Total
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$ | 116,429 | $ | 497,429 | ||||
2010 Assumptions
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||||
Weighted-average cost of capital
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28 | % | ||
Long-term growth rates
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7.0 | % | ||
Annual revenue growth rates
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$0.2 -$25.2 million
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|||
Time required to obtain similar licenses
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4.5 months
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December 31,
|
||||||||
2011
|
2010
|
|||||||
Computer equipment
|
$ | 593,177 | $ | 569,440 | ||||
Furniture and fixtures
|
198,231 | 113,071 | ||||||
Software
|
359,946 | 267,896 | ||||||
Leasehold improvements
|
214,811 | 193,401 | ||||||
Total
|
1,366,165 | 1,143,808 | ||||||
Less accumulated depreciation and amortization
|
(1,001,779 | ) | (837,348 | ) | ||||
Property, equipment and software, net
|
$ | 364,386 | $ | 306,460 | ||||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
- | - | ||||||
Foreign
|
- | 902 | ||||||
Total
|
- | 902 | ||||||
Deferred:
|
||||||||
Federal
|
- | - | ||||||
State
|
- | - | ||||||
Foreign
|
(95,250 | ) | (122,140 | ) | ||||
Total
|
(95,250 | ) | (122,140 | ) | ||||
Income tax benefit
|
$ | (95,250 | ) | $ | (121,238 | ) | ||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Computed “expected” tax expense
|
$ | (2,345,921 | ) | $ | (2,048,948 | ) | ||
Loss from equity-method investment
|
702,536 | 517,717 | ||||||
State taxes, net of federal benefit
|
(223,587 | ) | (167,067 | ) | ||||
Change in valuation allowance
|
1,614,792 | 1,356,007 | ||||||
Tax effect of losses and rates in non-US jurisdictions
|
113,836 | 169,089 | ||||||
Tax effect of other permanent items
|
43,094 | 51,371 | ||||||
Other
|
- | 593 | ||||||
Total
|
$ | (95,250 | ) | $ | (121,238 | ) | ||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Domestic
|
$ | (6,071,414 | ) | $ | (4,830,570 | ) | ||
Foreign
|
(828,356 | ) | (1,195,747 | ) | ||||
Total
|
$ | (6,899,770 | ) | $ | (6,026,317 | ) | ||
December 31,
|
||||||||
2011
|
2010
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$ | 13,703,132 | $ | 12,434,401 | ||||
Amortization
|
11,793 | 66,321 | ||||||
Depreciation of property, equipment and software
|
- | 45,995 | ||||||
Deferred income and reserves
|
240,291 | 124,965 | ||||||
Stock-based compensation expense
|
9,136,952 | 8,954,255 | ||||||
Differences related to stock basis in equity investment
|
164,623 | - | ||||||
Less: Valuation allowance
|
(23,209,679 | ) | (20,999,839 | ) | ||||
Total deferred tax assets
|
47,112 | 626,098 | ||||||
Deferred tax liabilities:
|
||||||||
Acquired intangibles
|
(25,000 | ) | (120,250 | ) | ||||
Depreciation of property, equipment and software
|
(40,752 | ) | - | |||||
Foreign exchange gain/loss
|
(6,360 | ) | (6,360 | ) | ||||
Differences related to stock basis in equity investment
|
- | (619,738 | ) | |||||
Total deferred tax liabilities
|
(72,112 | ) | (746,348 | ) | ||||
Net deferred tax liabilities
|
$ | (25,000 | ) | $ | (120,250 | ) | ||
December 31,
|
||||||||
2011
|
2010
|
|||||||
Balance at the beginning of year
|
$ | 20,999,839 | $ | 19,081,594 | ||||
Increase related to net operating loss and costs and expenses
incurred in the current year
|
2,316,233 | 1,878,253 | ||||||
Change related to prior year true-ups
|
1,697 | (4,530 | ) | |||||
Effect of foreign exchange rate differences
|
(108,090 | ) | 44,522 | |||||
Balance at end of year
|
$ | 23,209,679 | $ | 20,999,839 | ||||
2011
|
2010
|
|||||||
Expected volatility
|
105.8 | % | 185.6% - 197.7 | % | ||||
Expected life in years
|
5.75 | 5.75 – 6.25 | ||||||
Dividend yield
|
- | - | ||||||
Risk free interest rate
|
2.50 | % | 1.34% - 1.99 | % | ||||
Number of options
|
Weighted average exercise price
|
Weighted average remaining contract term (years)
|
Aggregate Intrinsic Value
|
|||||||||||||
Options
|
||||||||||||||||
Outstanding at January 1, 2011
|
936,679 | $ | 56.19 | |||||||||||||
Granted
|
177,500 | 2.88 | ||||||||||||||
Forfeited
|
(220,346 | ) | 35.56 | |||||||||||||
Exercised
|
- | - | ||||||||||||||
Total outstanding at December 31, 2011
|
893,833 | 41.80 | 6.3 | $ | 57,929 | |||||||||||
Options exercisable at December 31, 2011
|
763,081 | $ | 48.22 | 5.9 | $ | 39,389 | ||||||||||
Number of shares
|
Weighted average grant date fair value
|
|||||||
Shares
|
||||||||
Unvested balance, January 1, 2011
|
- | - | ||||||
Granted
|
49,000 | $ | 3.09 | |||||
Vested
|
(46,840 | ) | 3.07 | |||||
Forfeited
|
(2,160 | ) | 3.52 | |||||
Total unvested at December 31, 2011
|
- | $ | - |
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Loss per share:
|
||||||||
Net loss
|
$ | (6,804,520 | ) | $ | (5,905,079 | ) | ||
Weighted average shares outstanding, basic and diluted
|
5,416,109 | 5,368,419 | ||||||
Net loss per share, basic and diluted
|
$ | (1.26 | ) | $ | (1.10 | ) | ||
Common shares and dilutive securities:
|
||||||||
Weighted average shares outstanding
|
5,416,109 | 5,368,419 | ||||||
Dilutive stock options
|
- | - | ||||||
Total common shares and dilutive securities
|
5,416,109 | 5,368,419 |
Brands
|
Content and Platform Services
|
Corporate
|
Total
|
|||||||||||||
Year Ended December 31, 2011:
|
||||||||||||||||
Revenue
|
$ | 140,702 | $ | 4,851,224 | $ | - | $ | 4,991,926 | ||||||||
Operating (loss) income
|
(832,935 | ) | 1,666,693 | (5,550,534 | ) | (4,716,776 | ) | |||||||||
Interest expense
|
(60 | ) | - | (123,420 | ) | (123,480 | ) | |||||||||
Other income (expense)
|
4,638 | - | (2,064,152 | ) | (2,059,514 | ) | ||||||||||
Income tax benefit
|
- | (95,250 | ) | (95,250 | ) | |||||||||||
Net (loss) income
|
$ | (828,357 | ) | $ | 1,666,693 | $ | (7,642,856 | ) | $ | (6,804,520 | ) | |||||
Brands
|
Content and Platform Services
|
Corporate
|
Total
|
|||||||||||||
Year Ended December 31, 2010:
|
||||||||||||||||
Revenue
|
$ | 190,712 | $ | 6,464,352 | $ | - | $ | 6,655,064 | ||||||||
Operating (loss) income
|
(1,196,653 | ) | 1,119,007 | (4,440,488 | ) | (4,518,134 | ) | |||||||||
Interest income
|
- | - | 14,514 | 14,514 | ||||||||||||
Other expense
|
- | - | (1,523,599 | ) | (1,523,599 | ) | ||||||||||
Income tax benefit
|
- | - | (122,140 | ) | (122,140 | ) | ||||||||||
Net (loss) income
|
$ | (1,196,653 | ) | $ | 1,119,007 | $ | (5,827,433 | ) | $ | (5,905,079 | ) |
December 31,
|
||||||||
2011
|
2010
|
|||||||
Total assets:
|
||||||||
Brands
|
$ | 118,503 | $ | 400,660 | ||||
Content and platform services
|
302,129 | 658,944 | ||||||
Business segments
|
420,632 | 1,059,604 | ||||||
Corporate
|
3,315,385 | 8,828,172 | ||||||
Total assets
|
$ | 3,736,017 | $ | 9,887,776 | ||||
December 31,
|
||||||||
2011
|
2010
|
|||||||
Investment in unconsolidated entity:
|
||||||||
Business segments
|
$ | - | $ | - | ||||
Corporate
|
905,852 | 2,972,135 | ||||||
Total investment in unconsolidated entity
|
$ | 905,852 | $ | 2,972,135 | ||||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Loss in investment of unconsolidated entity:
|
||||||||
Business segments
|
$ | - | $ | - | ||||
Corporate
|
(2,066,283 | ) | (1,522,697 | ) | ||||
Total loss on investment in unconsolidated entity
|
$ | (2,066,283 | ) | $ | (1,522,697 | ) | ||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Revenues:
|
||||||||
United States
|
$ | 4,851,224 | $ | 6,464,352 | ||||
Brazil
|
115,552 | 176,295 | ||||||
China
|
25,150 | 14,417 | ||||||
Total
|
$ | 4,991,926 | $ | 6,655,064 | ||||
Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Long-lived assets:
|
||||||||
United States
|
$ | 414,856 | $ | 660,257 | ||||
Brazil
|
65,959 | 102,510 | ||||||
China
|
- | 41,122 | ||||||
Total
|
$ | 480,815 | $ | 803,889 | ||||
Operating Lease Commitments
|
||||
2012
|
$ | 174,287 | ||
2013
|
198,110 | |||
2014
|
273,596 | |||
2015
|
297,282 | |||
2016
|
127,683 | |||
Total
|
$ | 1,070,958 | ||
Year Ended December 31, 2011
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||||||
Revenue
|
$ | 1,546,074 | $ | 1,281,156 | $ | 1,210,279 | $ | 954,417 | ||||||||
Gross margin
|
470,200 | 453,072 | 442,892 | 438,383 | ||||||||||||
Operating loss
|
(1,207,154 | ) | (929,106 | ) | (1,457,797 | ) | (1,122,719 | ) | ||||||||
Net loss
|
$ | (1,653,248 | ) | $ | (1,012,610 | ) | $ | (2,135,586 | ) | $ | (2,003,076 | ) | ||||
Net loss per basic and
diluted share
|
$ | (0.31 | ) | $ | (0.19 | ) | $ | (0.39 | ) | $ | (0.37 | ) | ||||
Weighted average
shares outstanding, basic
and diluted
|
5,388,289 | 5,424,455 | 5,408,455 | 5,422,295 |
Year Ended December 31, 2010
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||||||
Revenue
|
$ | 1,374,111 | $ | 1,439,958 | $ | 2,038,441 | $ | 1,802,554 | ||||||||
Gross margin
|
224,807 | 327,424 | 340,018 | 357,687 | ||||||||||||
Operating loss
|
(1,354,550 | ) | (1,048,471 | ) | (581,572 | ) | (1,534,460 | ) | ||||||||
Net loss
|
$ | (1,426,773 | ) | $ | (1,573,595 | ) | $ | (1,239,215 | ) | $ | (1,690,011 | ) | ||||
Net loss per basic and
diluted share
|
$ | (0.27 | ) | $ | (0.29 | ) | $ | (0.23 | ) | $ | (0.31 | ) | ||||
Weighted average
shares outstanding, basic
and diluted
|
5,369,829 | 5,369,829 | 5,368,399 | 5,368,476 |
Name
|
Age
|
Position at December 31, 2011
|
|||
Scott Booth
|
43 |
Chairman of the Board of Directors
|
|||
Theodore P. Botts
|
66 |
Director
|
|||
Gregory M Swayne
|
53 |
Director
|
|||
Kai-Shing Tao
|
35 |
Director
|
|||
Name
|
Age
|
Position
|
|||
Carrie B. Ferman
|
36 |
Chief Executive Officer
|
|||
Eric J. Orme
|
37 |
Chief Technology Officer
|
|||
Bradley T. Zimmer
|
33 |
Chief Operating Officer and General Counsel
|
Year
|
Salary
($)
|
Bonus
($)
|
Equity Awards
(1)
($)
|
All Other Compensation
(2)
($)
|
Total
($)
|
||||||||||||||||
Carrie Ferman
(3)
|
2011
|
$ | 98,076 | $ | - | $ | - | $ | 189 | $ | 98,265 | ||||||||||
Current Chief Executive Officer
|
2010
|
- | - | - | - | - | |||||||||||||||
Eric Orme
(4)
|
2011
|
275,000 | 50,000 | 80,255 | 2,079 | 407,334 | |||||||||||||||
Chief Technology Officer
|
2010
|
250,000 | - | 356,400 | - | 606,400 | |||||||||||||||
Bradley Zimmer
(5)
|
2011
|
200,000 | - | 77,375 | 1,725 | 279,100 | |||||||||||||||
Chief Operating Officer and General Counsel
|
2010
|
200,000 | - | 27,240 | - | 227,240 | |||||||||||||||
Gregory Swayne
(6)
|
2011
|
287,500 | - | 78,207 | 105,983 | 471,690 | |||||||||||||||
Former Chief Executive Officer and Chairman
|
2010
|
300,000 | - | 356,400 | - | 656,400 | |||||||||||||||
Shawn Meredith
(7)
|
2011
|
200,000 | - | 28,713 | 55,424 | 284,137 | |||||||||||||||
Former Chief Financial Officer
|
2010
|
200,059 | - | - | - | 200,059 |
(1 | ) |
Reflect the total grant date fair value for awards granted in 2011 and 2010 and do not reflect actual compensation realized by our named executive officers. The aggregate grant date fair value of restricted stock and options awards granted within the fiscal year was determined in accordance with ASC 718 “
Compensation, Stock Compensation”
.
|
|
(2 | ) |
Includes payments for club membership dues, premiums paid on life insurance plan, short-term and long-term disability plans and health club membership dues. In addition, Greg Swayne’s all other compensation included an accrual of $100,000 related to the Separation and Release Agreement in addition to Cobra payments of $4,528 which will be paid in 2012. Ms. Meredith’s all other compensation included an accrual of $50,000 in addition to Cobra payments of $2,229 related to the Agreement and General Release which will be paid in 2012.
|
|
(3 | ) |
Effective December 14, 2011, Ms. Ferman was appointed by our Board of Directors as our Chief Executive Officer. Prior thereto, she was our Executive Vice President of Corporate Strategy & Business Development since July 2011. Ms. Ferman’s compensation reflects her earnings for the full year of 2011.
|
|
(4 | ) |
Mr. Orme was paid a bonus of $50,000 during 2011.
|
|
(5 | ) |
Effective December 14, 2011, Mr. Zimmer was appointed by our Board of Directors as our Chief Operating Officer, General Counsel and Secretary. Prior thereto, he was our Executive Vice President, General Counsel and Secretary since December 2007. Mr. Zimmer’s compensation reflects his earnings for the full year of 2011 and 2010.
|
|
(6 | ) |
Effective December 14, 2011, Mr. Swayne resigned his position as our Chief Executive Officer. Mr. Swayne’s all other compensation included an accrual of $100,000 related to the Separation and Release Agreement in addition to Cobra payments for $4,528 which will be paid in 2012.
|
|
(7 | ) |
Effective December 31, 2011, Ms. Meredith resigned her position as our Chief Financial Officer. Ms. Meredith’s all other compensation included an accrual of $50,000 related to the Agreement and General Release in addition to Cobra payments of $2,229 related to the Agreement and General Release which will be paid in 2012.
|
Number of Securities Underlying Unexercised Options
|
Option Exercise Price ($)
|
Option Expiration Date
|
||||||||||||||
Exercisable (#)
|
Unexercisable (#)
|
|||||||||||||||
Carrie B. Ferman
|
- | - | - | - | ||||||||||||
Gregory M. Swayne
|
10,000 | - | 65.00 |
Aug. 23, 2016
|
||||||||||||
Gregory M. Swayne
|
10,000 | - | 71.00 |
Oct. 10, 2017
|
||||||||||||
Gregory M. Swayne
|
1,002 | - | 32.50 |
Aug. 12, 2018
|
||||||||||||
Gregory M. Swayne
|
31,000 | - | 3.90 |
Nov. 5, 2019
|
||||||||||||
Gregory M. Swayne
|
15,000 | - | 6.06 |
Sep. 21, 2020
|
||||||||||||
Gregory M. Swayne
|
21,575 | - | 2.88 |
Feb. 25, 2021
|
||||||||||||
Eric J. Orme
|
2,500 | - | 70.30 |
Nov. 9, 2017
|
||||||||||||
Eric J. Orme
|
334 | - | 32.50 |
Aug. 12, 2018
|
||||||||||||
Eric J. Orme
|
16,945 | 5,555 | 3.90 |
Nov. 5, 2019
|
||||||||||||
Eric J. Orme
|
15,000 | 45,000 | 6.06 |
Sep. 21, 2020
|
||||||||||||
Eric J. Orme
|
11,470 | 16,030 | 2.88 |
Feb. 25, 2021
|
||||||||||||
Bradley Zimmer
|
5,000 | - | 65.00 |
Aug. 23, 2016
|
||||||||||||
Bradley Zimmer
|
15,000 | - | 71.00 |
Oct. 10, 2017
|
||||||||||||
Bradley Zimmer
|
501 | - | 32.50 |
Aug. 12, 2018
|
||||||||||||
Bradley Zimmer
|
13,480 | - | 3.85 |
Nov. 20, 2019
|
||||||||||||
Bradley Zimmer
|
4,022 | 4,998 | 3.85 |
Jul. 19, 2020
|
||||||||||||
Bradley Zimmer
|
11,470 | 16,030 | 2.88 |
Feb. 25, 2021
|
||||||||||||
Shawn Meredith
|
2,500 | - | 38.00 |
May 28, 2018
|
||||||||||||
Shawn Meredith
|
2,500 | - | 32.50 |
Aug. 12, 2018
|
||||||||||||
Shawn Meredith
|
334 | - | 32.50 |
Aug. 12, 2018
|
||||||||||||
Shawn Meredith
|
15,829 | - | 3.85 |
Nov. 20, 2019
|
||||||||||||
Shawn Meredith
|
6,250 | - | 2.88 |
Feb. 25, 2021
|
||||||||||||
Name
|
Fees Earned
or Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
Option Awards
($)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||||||||
Scott V. Booth
|
$ | 41,409 | $ | 14,080 | $ | - | $ | - | $ | 55,489 | ||||||||||
Theodore P. Botts
|
38,909 | 14,080 | - | - | 52,989 | |||||||||||||||
Arthur F. Kingsbury
(3)
|
36,409 | 14,080 | - | - | 50,489 | |||||||||||||||
Kai-Shing Tao
|
33,909 | 6,477 | - | - | 40,386 | |||||||||||||||
James Rosenstock
(4)
|
- | - | - | - | - |
(1)
|
Includes annual retainers for members of the Board of Directors, and the chairman of each of the Audit, Compensation and Nominating Committees.
|
(2)
|
Represents the fair value of restricted stock awards granted during 2011 and is measured based on the closing price of our stock as reported by NASDAQ on the grant date.
|
(3)
|
Mr. Kingsbury did not stand for reelection at the annual meeting of Stockholders which was held on December 30, 2011.
|
(4)
|
Mr. Rosenstock resigned his position as a director effective September 30, 2011 and received no compensation during 2011.
|
Annual minimum cash retainer
|
$ | 5,000 | ||
Annual restricted stock grant value
|
35,000 | |||
Total annual compensation
|
$ | 40,000 |
• |
Cash retainers were paid quarterly in arrears.
|
||
• |
Restricted stock was granted at the beginning of the year in an amount then equal to the specified cash value determined as the average of the first 15 trading days of the year, resulting in a per share value for our 2011 grant of $3.52.
|
||
• |
The number of restricted stock shares granted was calculated by dividing $35,000 by the volume weighted average trading price of the Company’s common stock for the first fifteen trading days of 2011 (the “Per-Share Price”). Since the resulting quotient exceeded 4,000 shares, the value (calculated using the Per-Share Price) of the shares in excess shall be added to the annual cash retainer.
|
||
• |
Restricted stock vested in full on December 31 of the year of grant, contingent upon the recipient having attended at least 75% of board meetings held during the year; otherwise, vesting was prorated based on attendance.
|
·
|
Each person or entity known to own beneficially more than 5% of the outstanding common stock;
|
·
|
Each director;
|
·
|
Each of the executive officers named in the Summary Compensation table; and,
|
·
|
All current executive officers and directors as a group.
|
Name of Beneficial Owners
|
Number of Shares
Beneficially Owned
|
Percentage of
Ownership
|
|||
Discovery Communications, Inc.
(1)
|
2,299,072
|
36.1%
|
|||
One Discovery Place
|
|||||
Silver Spring, Maryland 20814
|
|||||
Jeffrey T. Arnold
(2)
|
356,000
|
5.3%
|
|||
3280 Peachtree Road Suite 600
|
|||||
Atlanta, Georgia 30305
|
|||||
Eastern Advisors Capital Group, Ltd.
(3)
|
576,481
|
9.1%
|
|||
c/o Caledonian Fund Services (Cayman) Limited
|
|||||
Caledonian House
|
|||||
69 Dr. Roy’s Drive
|
|||||
Grand Cayman KY1 – 1102
|
|||||
Cayman Islands
|
|||||
Capital Research Global Investors
(4)
|
368,638
|
5.8%
|
|||
333 South Hope Street
|
|||||
Los Angeles, California 90071
|
|||||
Special Situations Technology Fund II, L.P.
(5)
|
588,888
|
9.2%
|
|||
527 Madison Avenue, Suite 2600
|
|||||
New York, New York 10022
|
|||||
Special Situations Private Equity Fund, L.P.
(5)
|
588,888
|
9.2%
|
|||
527 Madison Avenue, Suite 2600
|
|||||
New York, New York 10022
|
|||||
Special Situations Technology Fund II. L.P
. (5)
|
588,888
|
9.2%
|
|||
527 Madison Avenue, Suite 2600
|
|||||
New York, New York 10022
|
|||||
Austin Marxe
(6)
|
588,888
|
9.2%
|
|||
527 Madison Avenue, Suite 2600
|
|||||
New York, New York 10022
|
|||||
David Greenhouse
(6)
|
588,888
|
9.2%
|
|||
527 Madison Avenue, Suite 2600
|
|||||
New York, New York 10022
|
Name of Beneficial Owners
|
Number of Shares Beneficially Owned
|
Percentage of Ownership
|
||||||
Executive Officers and Current Directors:
|
||||||||
Scott V. Booth
(7)
|
626,566 | 9.8 | % | |||||
Theodore P. Botts
(8)
|
18,827 | * | ||||||
Eric J. Orme
(9)
|
63,148 | 1.0 | % | |||||
Gregory M. Swayne
(10)
|
98,885 | 1.5 | % | |||||
Kai-Shing Tao
(11)
|
4,909 | * | ||||||
Carrie B. Ferman
(12)
|
14,690 | * | ||||||
Bradley T. Zimmer
(13)
|
67,225 | 1.0 | % | |||||
All Executive Officers and Directors as a Group (7 People)
|
894,250 | 13.6 | % |
(1)
|
Includes 2,294,072 shares of our common stock and 5,000 exercisable warrants beneficially owned by HowStuffWorks, Inc.
|
(2)
|
Includes 355,000 shares of our common stock that may be acquired upon the exercise of options and 1,000 shares owned directly by Mr. Arnold.
|
(3)
|
Based on information contained in Schedule 13D filed with the SEC on February 14, 2012, by Eastern Advisors Capital Group, LLC, Eastern Advisors Capital, Ltd. and Scott Booth. All three parties shared voting and dispositive power over the shares. The address for Eastern Advisors Capital Group, LLC and Scott Booth is 101 Park Avenue, 48th floor, New York, New York 10178.
|
(4)
|
Based on information contained in Schedule 13G/A filed with the SEC on February 14, 2012 by Capital Research Global Investors.
|
(5)
|
Includes 355,556, 166,666 and 66,666 shares of our common stock beneficially owned by Special Situations Technology Fund II, L.P., Special Situations Private Equity Fund, L.P. and Special Situations Technology Fund, L.P., respectively, all of which Funds are under common control.
|
(6)
|
Includes 355,556, 166,666 and 66,666 shares of our common stock beneficially owned by Special Situations Technology Fund II, L.P., Special Situations Private Equity Fund, L.P., and Special Situations Technology Fund, L.P., respectively, over which Messrs Marxe and Greenhouse could be deemed to have voting and dispositive power in their capacity as Managing Directors of the general partner of each such Funds.
|
(7)
|
Includes 576,481 shares of our common stock beneficially owned by Eastern Advisors Capital Group, Ltd., over which Mr. Booth could be deemed to have voting and dispositive power in his capacity as Managing Partner of Eastern Advisors Capital Group. Includes 50,085 shares owned by Mr. Booth.
|
(8)
|
Includes 10,000 shares of our common stock that may be acquired upon the exercise of options. Includes 8,827 shares of our common stock owned by Mr. Botts.
|
(9)
|
Includes 57,046 shares of our common stock that may be acquired upon the exercise of options and 6,102 shares owned by Mr. Orme.
|
(10)
|
Includes 88,577 shares of our common stock that may be acquired upon the exercise of options and 10,308 shares owned by Mr. Swayne.
|
(11)
|
Represents 4,909 shares of our common stock owned by Mr. Tao.
|
(12)
|
Includes 14,690 shares of our common stock that may be acquired upon the exercise of options granted to Ms. Ferman.
|
(13)
|
Includes 62,071 shares of our common stock that may be acquired upon the exercise of options and 5,154 shares owned by Mr. Zimmer.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans
|
|||||||||
Equity compensation
plans approved by
our stockholders
|
989,192 | $ | 39.70 | 366,325 | ||||||||
Equity compensation
plans not approved by
our stockholders
|
- | - | - | |||||||||
Total
|
989,192 | $ | 39.70 | 366,325 |
2011
|
2010
|
|||||||
Audit-Related Fees
|
$ | 279,000 | $ | 355,983 | ||||
Other Fees
|
1,500 | 1,500 | ||||||
Total
|
$ | 280,500 | $ | 357,483 |
Classification
|
Balance at beginning of year
|
Additions charged to costs and expenses
|
Deductions
|
Balance at end of year
|
||||||||||||
Valuation allowance for deferred taxes:
|
||||||||||||||||
Year ended December 31, 2011
|
$ | 20,999,839 | $ | 2,317,930 | $ | (108,090 | ) | $ | 23,209,679 | |||||||
Year ended December 31, 2010
|
19,081,594 | 1,922,775 | (4,530 | ) | 20,999,829 | |||||||||||
Remark Media
,
INC.
|
||
March 22, 2012
|
By:
|
/s/
Carrie B. Ferman
|
Carrie B. Ferman
|
||
Chief Executive Officer
|
Name
|
Title
|
||
/s/ Carrie B. Ferman
|
Chief Executive Officer
|
March 22, 2012
|
|
Carrie B. Ferman
|
(Principal Executive Officer, Principal Financial Officer
|
||
and Principal Accounting Officer)
|
|||
/s/ Scott V. Booth
|
Chairman of the Board of Directors
|
March 22, 2012
|
|
Scott V. Booth
|
|||
/s/ Gregory M. Swayne
|
Director
|
March 22, 2012
|
|
Gregory M. Swayne
|
|||
/s/ Theodore P. Botts
|
Director
|
March 22, 2012
|
|
Theodore P. Botts
|
|||
/s/ Kai-Shing Tao
|
Director
|
||
Kai-Shing Tao
|
|||
Exhibit
|
Registrant’s
|
Exhibit
|
Filed
|
|||||||
Number
|
Description of Document
|
Form
|
Dated
|
Number
|
Herewith
|
|||||
2.1
|
Agreement and Plan of Merger, dated as of April 20, 2006, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.), HSW International Merger Corporation and INTAC International, Inc.
|
S-4/A
|
07/10/07
|
Annex A
|
||||||
2.2
|
First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.
|
S-4/A
|
07/10/07
|
Annex B
|
||||||
2.3
|
Second Amendment to Agreement and Plan of Merger, dated August 23, 2007, among HowStuffWorks, Inc. (now known as Remark Media, Inc.), HSW International, Inc., HSW International Merger Corporation and INTAC International, Inc.
|
S-1/A
|
01/14/08
|
2.3
|
||||||
2.4
|
Share Purchase Agreement among INTAC International, Inc., China Trend Holdings Ltd. and Wei Zhou, dated February 15, 2008
|
8-K
|
2/20/08
|
2.4
|
||||||
2.5†
|
Agreement and Plan of Merger dated as of November 26, 2008, by and among HSW International, Inc. (now known as Remark Media, Inc.), DS Newco, Inc., DailyStrength, Inc. and Douglas J. Hirsch
|
8-K
|
12/03/08
|
10.25
|
||||||
2.6 (1)
|
Asset Purchase Agreement by and among HSW International, Inc. (now known as Remark Media, Inc.), DailyStrength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009
|
10-Q
|
11/16/09
|
10.28
|
||||||
2.7(1)
|
Agreement and Plan of Merger among Remark Media, Inc. Remark Florida, Inc. and Banks.com, Inc. dated February 26, 2012
|
8-K
|
2/28/12
|
2.1
|
||||||
3.1
|
Second Restated Certificate of Incorporation of Remark Media, Inc.
|
X
|
||||||||
3.2
|
Second Amended and Restated Bylaws of HSW International, Inc. (now known as Remark Media, Inc.)
|
8-K
|
12/18/07
|
3.2
|
||||||
4.1
|
Specimen certificate of common stock of Remark Media, Inc.
|
X
|
4.2
|
HSW International 2006 Equity Incentive Plan
|
S-8
|
11/05/07
|
4.2
|
||||||
4.3
|
HSW International, Inc. 2010 Equity Plan
|
8-K
|
6/21/10
|
10.34
|
||||||
4.4
|
Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) , HowStuffWorks, Inc. and Wei Zhou dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.6
|
||||||
4.5
|
Registration Rights Agreement among HSW International, Inc. (now known as Remark Media, Inc.) and American investors dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.5
|
||||||
4.6**
|
Affiliate Registration Rights Agreement dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.7
|
||||||
4.7
|
Common Stock Purchase Warrant dated March 4, 2011 issued to Theorem Capital LLC
|
8-K
|
3/10/11
|
4.6
|
||||||
4.8
|
Form of Warrant to Purchase Common Stock dated February 27, 2012 issued to investors
|
8-K
|
2/28/12
|
4.1
|
||||||
4.9
|
Warrant to Purchase Common Stock dated February 27, 2012 issued to Janney Montgomery Scott LLC
|
8-K
|
2/28/12
|
4.2
|
||||||
4.10
|
Registration Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein
|
8-K
|
02/28/12
|
10.2
|
||||||
10.1
|
Amended and Restated Stockholders Agreement, dated as of January 29, 2007, among HowStuffWorks, Inc., HSW International, Inc. (now known as Remark Media, Inc.) and Wei Zhou
|
S-4/A
|
07/10/07
|
Annex H
|
||||||
10.2
|
First Amendment to Amended and Restated Stockholders Agreement, dated as of December 17, 2007, among HowStuffWorks, Inc., HSW International and (now known as Remark Media, Inc.) Wei Zhou
|
S-1/A
|
01/14/08
|
10.2
|
||||||
10.3
|
Contribution Agreement (PRC Territories) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.), dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.2
|
||||||
10.4
|
Contribution Agreement (Brazil) between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.1
|
10.5
|
Update Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated as of October 2, 2007
|
8-K
|
10/09/07
|
10.4
|
||||||
10.6
|
Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital
|
S-4/A
|
07/10/07
|
Annex I-c
|
||||||
10.7
|
First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and Ashford Capital
|
S-1/A
|
01/14/08
|
10.11
|
||||||
10.8
|
Stock Purchase Agreement dated April 20, 2006 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC
|
S-4/A
|
07/10/07
|
Annex K
|
||||||
10.9
|
First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International (now known as Remark Media, Inc.) and Harvest 2004, LLC
|
S-4/A
|
07/10/07
|
Annex L
|
||||||
10.10
|
Stock Purchase Agreement dated as of January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the Purchasers named therein
|
S-4/A
|
07/10/07
|
Annex I-c
|
||||||
10.11
|
First Amendment to Stock Purchase Agreement dated as of August 23, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and the purchasers named therein
|
S-1/A
|
01/14/08
|
10.11
|
||||||
10.12
|
Stock Purchase Agreement dated April 20, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH
|
S-4/A
|
07/10/07
|
Annex K
|
||||||
10.13
|
First Amendment to Stock Purchase Agreement dated January 29, 2007 between HSW International, Inc. (now known as Remark Media, Inc.) and DWS Finanz-Service GmbH
|
S-4/A
|
07/10/07
|
Annex L
|
||||||
10.14**
|
Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold
|
S-4
|
03/14/07
|
10.11
|
10.14.1**
|
Amendment No. 1 to the Amended and Restated Consulting Agreement dated August 23, 2006 between HSW International, Inc. (now known as Remark Media, Inc.) and Jeffrey T. Arnold
|
8-K
|
9/23/08
|
10.14
|
||||||
10.15
|
Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain rights in India and Russia dated as of December 17, 2007
|
S-1/A
|
01/14/08
|
10.15
|
||||||
10.16
|
Amended and Restated Letter Agreement between HowStuffWorks, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) related to certain trademark rights dated as of December 17, 2007
|
S-1/A
|
01/14/08
|
10.16
|
||||||
10.17**
|
Employment Agreement dated October 16, 2001 between INTAC International, Inc. and Wei Zhou (filed by INTAC International, Inc., Commission File No 000-32621)
|
8-K
|
10/30/01
|
10.5
|
||||||
10.18
|
Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou
|
S-4/A
|
07/10/07
|
Annex R
|
||||||
10.19
|
First Amendment to Share Purchase Agreement dated as of August 23, 2007 among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou
|
S-1/A
|
01/14/08
|
10.19
|
||||||
10.20
|
Termination Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and HowStuffWorks, Inc., dated as of December 17, 2007
|
S-1/A
|
01/14/08
|
10.20
|
||||||
10.21
|
Stock Purchase Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and the investors named therein, dated February 15, 2008
|
8-K
|
2/20/08
|
10.21
|
||||||
10.22**
|
Separation Agreement with J. David Darnell dated May 13, 2008
|
10-Q
|
5/15/08
|
10.22
|
||||||
10.23†**
|
2008 Executive Compensation Plan
|
8-K/A
|
1/16/09
|
10.23
|
10.24†
|
Content License Agreement dated September 17, 2008 between HSW International, Inc. (now known as Remark Media, Inc.) and World Book, Inc. and Amendment
|
10-Q
|
11/14/08
|
10.24
|
||||||
10.25
|
Form of Director and Officer Indemnification Agreement
|
8-K
|
1/16/09
|
10.1
|
||||||
10.26**
|
Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Gregory Swayne dated September 28, 2009
|
10-Q
|
11/16/09
|
10.26
|
||||||
10.27**
|
Confidential Separation and Release Agreement dated as of September 28, 2009, by and between HSW International, Inc. (now known as Remark Media, Inc.) and Henry Adorno
|
10-Q
|
11/16/09
|
10.27
|
||||||
10.29
|
Subscription Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009
|
10-Q
|
11/16/09
|
10.29
|
||||||
10.30
|
Secured Promissory Note issued by HSW International, Inc. (now known as Remark Media, Inc.) to Sharecare, Inc., dated as of October 30, 2009
|
10-Q
|
11/16/09
|
10.30
|
||||||
10.31†
|
Letter Agreement for Services Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc., dated as of October 30, 2009
|
10-Q/A
|
1/22/10
|
10.31
|
||||||
10.31.1
|
First Amendment to the Letter Agreement for Services by and between Sharecare, Inc. and HSW International, Inc. (now known as Remark Media, Inc.) dated December 30, 2009
|
8-K
|
1/7/10
|
10.31.1
|
||||||
10.31.2
|
Second Amendment to the Letter Agreement for Services by and between Sharecare Inc (now known as Remark Media, Inc.) and HSW International, Inc. dated June 30, 2010
|
10-Q
|
8/12/2010
|
10.35
|
||||||
10.32
|
License Agreement dated as of October 30, 2009, by and among HSW International, Inc. (now known as Remark Media, Inc.), Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC
|
10-Q/A
|
1/22/10
|
10.31
|
10.33
|
Sublease Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Sharecare, Inc. dated as of March 30, 2010
|
8-K
|
4/5/10
|
10.33
|
||||||
10.34**
|
Letter Agreement by and between HSW International, Inc. (now known as Remark Media, Inc.) and Eric Orme
|
10-Q
|
5/14/10
|
10.34
|
||||||
10.37
|
Senior Revolving Credit Agreement dated March 4, 2011 between HSW International, Inc. (now known as Remark Media, Inc.) and Theorem Capital LLC
|
8-K
|
3/10/11
|
10.37
|
||||||
10.38
|
Revolving Promissory Note dated march 4, 2011 issued to Theorem Capital LLC
|
8-K
|
3/10/11
|
10.38
|
||||||
10.39†
|
Option to Purchase Shares of Common Stock between HSW International Inc. (now known as Remark Media, Inc.) and Sharecare Inc. dated November 17, 2010
|
10-K
|
3/29/11
|
10.39
|
||||||
10.40
|
Services Agreement effective as of April 19, 2010, between HSW International, Inc. (now known as Remark Media, Inc.) and Discovery Communications, LLC.
|
10-K
|
3/29/11
|
10.40
|
||||||
10.41**
|
Letter Agreement between HSW International, Inc. (now known as Remark Media, Inc.) and Carrie Ferman
|
X
|
||||||||
10.42**
|
Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Gregory M. Swayne
|
X
|
||||||||
10.43**
|
Separation and Release Agreement and Independent Contractor Agreement dated February 14, 2012 between Remark Media, Inc. and Shawn G. Meredith
|
X
|
||||||||
10.44(1)
|
Purchase Agreement dated February 27, 2012, among Remark Media, Inc. and the investors named therein
|
8-K
|
02/28/12
|
10.1
|
||||||
14.1
|
HSW International, Inc. Amended and Restated Code of Business Conduct and Ethics
|
8-K
|
4/18/08
|
14.1
|
||||||
21.1
|
Subsidiaries
|
X
|
||||||||
23.1
|
Consent of PricewaterhouseCoopers LLP
|
X
|
23.2
|
Consent of Cherry, Bekaert & Holland
|
X
|
||||||||
31.1
|
Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended
|
X
|
||||||||
32.1*
|
Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X *
|
||||||||
101.INS*
|
XBRL Instance Document
|
X
|
||||||||
101.SCH*
|
XBRL Taxonomy Extension Schema
|
X
|
||||||||
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
||||||||
101.CAL*
|
XBRL Taxonomy Definition Linkbase
|
X
|
||||||||
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
||||||||
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
X
|
||||||||
N U M B E R
|
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
|
SHARES
|
||
CUSIP 75954w 107
|
||||
SEE REVERSE FOR CERTAIN DEFINITIONS
|
COUNTERSIGNED AND REGISTERED
|
|
COMPUTERSHARE SHAREOWNER SERVICES, LLC | |
TRANSFER AGENT AND REGISTRAR |
SEAL
|
||||
______________________________________________________
SECRETARY
|
_________________________________________
AUTHORIZED SIGNATURE
|
TEN COM
|
—
|
as tenants in common
|
UNIF GIFT MIN ACT—
|
Custodian
|
||||||
TEN ENT
|
—
|
as tenants by the entireties
|
(Cust)
|
(Minor)
|
||||||
JT TEN
|
—
|
as joint tenants with right of survivorship and not as tenants in common
|
under Uniform Gifts to Minors Act
|
|||||||
(State)
|
PLEASE INSERT SOCIAL SECURITY OR OTHER
|
||
IDENTIFYING NUMBER OF ASSIGNEE
|
||
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
|
||
Shares represented by the within Certificate, and do hereby irrevocably
|
||
constitute and appoint
|
||
Attorney to transfer the said Shares on the books of the within-named Corporation with full power of substitution in the premises.
|
||
Dated
|
||||
Signature(s):
|
||||
X
|
||||
X
|
||||
NOTICE:
|
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
|
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
|
CONTRACTOR:
|
HSW:
|
Gregory Swayne
|
HSW International, Inc.
|
1.
|
Assist with HSW’s corporate development efforts; not to exceed a reasonable number of hours per month, and,
|
2.
|
Assist with HSW’s oversight and management of its investments, including its interests in BoWenWang, ComoTudoFunciona and Sharecare, not to exceed a reasonable number of hours per month.
|
3.
|
Should HSW require more than eight hours of Services per month, the parties will agree on mutually satisfactory compensation for such.
|
1.
|
The term “
Confidential Information
” means all non-public information that: (i) HSW designates as being confidential information in connection with the disclosure of such information; or (ii) are of a sensitive or proprietary nature, including without limitation negotiations in progress, terms of agreements, financial data, customer lists, advertising, marketing and promotional plans, and business partner lists, including but not limited to trade secrets.
|
2.
|
Confidential Information shall not include any information that (i) is at the time of disclosure or subsequently becomes publicly available without Contractor’s breach of any obligations owed to HSW pursuant to this agreement; (ii) becomes known to Contractor prior to HSW’s disclosure of such information to Contractor; (iii) becomes or became known to Contractor from a source other than HSW who to Contractor’s actual knowledge without any obligation of inquiry, obtained such information without a breach of an obligation of confidentiality owed to HSW; or (iv) is independently developed by Contractor.
|
3.
|
Contractor shall retain in strict confidence all of HSW’s Confidential Information and to take reasonable security precautions, at least to the same extent as Contractor takes to protect Contractor’s own confidential information, to insure that all of Contractor’s and Contractor’s affiliates’ colleagues and employees hold in strict confidence and do not disclose to any third party any of HSW’s Confidential Information during the term of this agreement and for five years thereafter. Notwithstanding the foregoing, Contractor shall maintain the confidentiality of any trade secrets in perpetuity.
|
4.
|
If Contractor has any questions or uncertainties as to what constitutes Confidential Information, Contractor shall consult with an executive officer of HSW.
|
5.
|
Notwithstanding the foregoing restrictions, Contractor may use and disclose any Confidential Information to the extent required by an order of any court or other governmental authority, but in each case only after HSW has been so notified and has had the opportunity, if possible, to seek and obtain reasonable protection for such information in connection with such disclosure.
|
6.
|
All Confidential Information shall remain the exclusive property of HSW and no license or similar rights of any kind shall be or be deemed to have been created or implied by this Agreement.
|
7.
|
The provisions of this
Exhibit B
shall survive and be enforceable beyond the termination or completion of this agreement.
|
8.
|
Without limiting the remedies available to HSW, Contractor acknowledges that a breach of any of the covenants contained in this
Exhibit B
may result in material irreparable injury to HSW or any of its subsidiaries or affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, HSW shall be entitled to obtain a temporary restraining order or a preliminary injunction or permanent injunction restraining Contractor from engaging in activities from engaging in activities prohibited by this
Exhibit B
or such other relief as may be required to specifically enforce any of the covenants contained herein.
|
CONTRACTOR:
|
REMARK MEDIA:
|
Shawn Meredith
|
Remark Media, Inc.
|
1.
|
Provide accounting advice and assistance with Remark Media’s financial reporting
|
1.
|
The term “
Confidential Information
” means all non-public information that: (i) Remark Media designates as being confidential information in connection with the disclosure of such information; or (ii) are of a sensitive or proprietary nature, including without limitation negotiations in progress, terms of agreements, financial data, customer lists, advertising, marketing and promotional plans, and business partner lists, including but not limited to trade secrets.
|
2.
|
Confidential Information shall not include any information that (i) is at the time of disclosure or subsequently becomes publicly available without Contractor’s breach of any obligations owed to Remark Media pursuant to this agreement; (ii) becomes known to Contractor prior to Remark Media’s disclosure of such information to Contractor; (iii) becomes or became known to Contractor from a source other than Remark Media who to Contractor’s actual knowledge without any obligation of inquiry, obtained such information without a breach of an obligation of confidentiality owed to Remark Media; or (iv) is independently developed by Contractor.
|
3.
|
Contractor shall retain in strict confidence all of Remark Media’s Confidential Information and to take reasonable security precautions, at least to the same extent as Contractor takes to protect Contractor’s own confidential information, to insure that all of Contractor’s and Contractor’s affiliates’ colleagues and employees hold in strict confidence and do not disclose to any third party any of Remark Media’s Confidential Information during the term of this agreement and for five years thereafter. Notwithstanding the foregoing, Contractor shall maintain the confidentiality of any trade secrets in perpetuity.
|
4.
|
If Contractor has any questions or uncertainties as to what constitutes Confidential Information, Contractor shall consult with an executive officer of Remark Media.
|
5.
|
Notwithstanding the foregoing restrictions, Contractor may use and disclose any Confidential Information to the extent required by an order of any court or other governmental authority, but in each case only after Remark Media has been so notified and has had the opportunity, if possible, to seek and obtain reasonable protection for such information in connection with such disclosure.
|
6.
|
All Confidential Information shall remain the exclusive property of Remark Media and no license or similar rights of any kind shall be or be deemed to have been created or implied by this Agreement.
|
7.
|
The provisions of this
Exhibit B
shall survive and be enforceable beyond the termination or completion of this agreement.
|
8.
|
Without limiting the remedies available to Remark Media, Contractor acknowledges that a breach of any of the covenants contained in this
Exhibit B
may result in material irreparable injury to Remark Media or any of its subsidiaries or affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, Remark Media shall be entitled to obtain a temporary restraining order or a preliminary injunction or permanent injunction restraining Contractor from engaging in activities from engaging in activities prohibited by this
Exhibit B
or such other relief as may be required to specifically enforce any of the covenants contained herein.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Remark Media, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 22, 2012
|
|
/s/ Carrie B. Ferman
|
|
Carrie B. Ferman
|
|
Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer
A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302, has been provided to Remark Media and will be retained by Remark Media, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
|
March 22, 2012
|
||||||
By:
|
/
s/ Carrie B. Ferman
|
|||||
Carrie B. Ferman
|
||||||
Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer
|