SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2015
MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
| Delaware |
|
001-15395 |
|
52-2187059 |
| (State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
Number) |
|
|
| 601 West 26th Street
New York, NY |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 827-8000
Registrant’s telephone number, including area code
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 |
Results of Operations and Financial Condition. |
On November 5, 2015, Martha Stewart Living
Omnimedia, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2015. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information contained in this report, including the information contained in Exhibit 99.1 hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
|
|
|
|
|
| (d) |
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Press release of Martha Stewart Living Omnimedia, Inc., dated November 5, 2015. |
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 hereunto duly authorized.
|
|
|
|
|
|
|
| |
|
MARTHA STEWART LIVING OMNIMEDIA, INC. |
|
|
|
| November 5, 2015 |
|
|
By: |
|
|
/s/ Allison Hoffman |
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
|
|
|
| Exhibit |
|
Description |
|
|
| 99.1 |
|
Press release of Martha Stewart Living Omnimedia, Inc., dated November 5, 2015 |
Exhibit 99.1
Martha Stewart Living Omnimedia Reports Third Quarter 2015 Financial Results
Update On MSLO’s Merger With Sequential Brands Group
NEW YORK, Nov. 5, 2015 /PRNewswire/ — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced its financial results for the third quarter ended
September 30, 2015.
Third Quarter 2015 Summary
“Third quarter results came in line with expectations reflecting the continued realization of cost savings initiatives and third-party partnerships put in
place at the start of the fiscal year,” said CEO Dan Dienst. “Our planned merger with Sequential Brands Group remains on track and our combined proxy statement/prospectus has been mailed to shareholders and a Special Meeting of
Shareholders to approve the merger is scheduled for December 2, 2015 with an effective closing shortly thereafter.”
Dan Dienst added, “As
we approach the 25th anniversary of the first issue of Martha Stewart Living magazine, our entire organization looks forward to helping write this next exciting chapter of our
Company.”
Revenues totaled $17.5 million in the third quarter of 2015, compared to $29.6 million in the third quarter of 2014. The anticipated
decline was primarily due to the Company’s partnership with Meredith Corporation under which we no longer recognize advertising and circulation revenue from Martha Stewart Living and only receive a share of digital revenues (in exchange
for licensing out sales, printing, distribution and hosting costs) as well as lower Merchandising revenues.
Total operating loss for the third quarter of
2015 was $(1.3) million, inclusive of $1.1 million in merger transaction costs, compared to total operating loss of $(14.9) million in the third quarter of 2014. The prior -year comparable period included an $(11.4) million non-cash impairment
charge recorded in the Company’s merchandising segment.
Basic and diluted net loss per share was $(0.03) for the third quarter of 2015 compared to
$(0.19) for the third quarter of 2014.
Third Quarter 2015 Results by Segment
Three Months Ended September 30,
(unaudited, in thousands)
|
|
|
|
|
|
|
|
|
| |
|
2015 |
|
|
2014 |
|
| REVENUES |
|
|
|
|
|
|
|
|
| Publishing |
|
$ |
5,323 |
|
|
$ |
15,781 |
|
| Merchandising |
|
|
11,669 |
|
|
|
13,691 |
|
| Broadcasting |
|
|
468 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
| Total Revenues |
|
$ |
17,460 |
|
|
$ |
29,611 |
|
|
|
|
|
|
|
|
|
|
| OPERATING (LOSS) / INCOME
Publishing |
|
$ |
(2,404 |
) |
|
$ |
(6,246 |
) |
| Merchandising |
|
|
8,298 |
|
|
|
(1,548 |
) |
| Broadcasting |
|
|
305 |
|
|
|
(36 |
) |
| Corporate |
|
|
(7,478 |
) |
|
|
(7,020 |
) |
|
|
|
|
|
|
|
|
|
| Total Operating Loss |
|
$ |
(1,279 |
) |
|
$ |
(14,850 |
) |
|
|
|
|
|
|
|
|
|
Publishing
Revenues in
the third quarter of 2015 were $5.3 million, compared to $15.8 million in the prior year’s third quarter reflecting our agreement with Meredith Corporation which resulted in the Company’s elimination of recognizing advertising and
circulation revenue from Martha Stewart Living and a digital advertising revenue share arrangement.
Operating loss was $(2.4) million for the
third quarter of 2015, compared to $(6.2) million in the prior year’s third quarter primarily due to cost reductions from our partnership with Meredith.
Merchandising
Revenues for the third quarter of 2015 were $11.7 million, compared to $13.7 million in the prior year’s third quarter due to the expiration of certain
partnerships as well as lower sales at The Home Depot. The decline in revenue was partially offset by increased revenue from our partnership with PetSmart.
Operating income was $8.3 million for the third quarter of 2015 as compared to an operating loss of $(1.5) million in the third quarter of 2014. Last
year’s third quarter included a non-cash impairment charge of $(11.4) million.
Broadcasting
Revenues for the third quarter of 2015 were $0.5 million, compared to $0.1 million in the prior year’s third quarter.
Operating income was $0.3 million the third quarter of 2015 compared to an operating loss of $(0.04) million in the third quarter of 2014.
Corporate
Corporate expenses were $(7.5) million in the
third quarter of 2015 compared to $(7.0) million in the prior year’s quarter. The increase was primarily due to merger transaction costs of $1.1 million, which was partially offset by reduced headcount.
Sequential Brands Group Transaction Update
On Friday,
October 23rd, the registration statement on Form S-4 filed by Singer Madeline Holdings, Inc. (the “Registration Statement”) was declared effective by the Securities and Exchange
Commission (the “SEC”) and on October 27th, a combined proxy statement/prospectus filed with the SEC by MSLO on Schedule 14A. The combined proxy statement/prospectus, which contains
important information about the proposed merger transaction, including how to vote on the transaction, has been mailed to MSLO stockholders. The MSLO Board of Directors established a record date of October 26, 2015 and has scheduled a special
meeting of stockholders for December 2, 2015 at 9:00am in order to obtain the requisite stockholder approval for the transaction. The Company anticipates that the transaction will close shortly after the vote.
Investor Call and Webcast
The Company will host a
conference call with analysts and investors on Thursday, November 5, 2015 at 8:30am ET that will be broadcast live over the Internet at www.marthastewart.com/ir, and an archived version will be available through November 20, 2015.
About Martha Stewart Living Omnimedia, Inc.
Martha
Stewart Living Omnimedia, Inc. (MSLO) is a globally recognized lifestyle company committed to providing consumers with inspiring content and well-designed, high quality products. MSLO is listed on the New York Stock Exchange under the ticker symbol
MSO.
Forward-Looking Statements
This press release
may contain certain statements that we believe are, or may be considered to be, “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current
expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “continue,” “potential” or similar words or phrases and involve
known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed in or implied by such forward-looking
statements.
Such forward-looking statements include: the continued success of our brands and the reputation and popularity of Martha Stewart and Emeril
Lagasse; adverse reactions to publicity relating to Ms. Stewart or Mr. Lagasse by consumers, advertisers and business partners; loss of the services of Ms. Stewart or Mr. Lagasse; our ability to successfully implement our growth
strategies; our ability to develop new or expand existing merchandising and licensing programs or the loss or failure of existing programs, including as a result of litigation or disputes with our partners; failure to predict, respond to and
influence trends in consumer taste; our inability to successfully and profitably develop or introduce new products and services; our inability to predict, respond to or influence trends that are appealing to the public; our dependence on our
partnership with Meredith Corporation for ongoing publication, distribution and exploitation of our magazines and continued hosting, advertising and other services related to our websites and a potential disruption in this relationship; increased
competition for our print and digital content and our consumer products; continued weak and uncertain worldwide economic conditions; our ability to retain key employees; the cost of defending certain litigations we are party to, which have been and
may continue to be significant; our inability to realize the value recorded for intangible assets which could results in impairment charges; and failure to protect our intellectual property.
Certain of these and other factors are discussed in more detail in the Company’s most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, especially under the heading “Risk Factors,” which may be accessed through the SEC’s website at http://www.sec.gov/.
Additional Information and Where To Find It
In
connection with the proposed merger transaction, on July 29, 2015, Singer Madeline Holdings, Inc. (“TopCo”) filed with the SEC a registration statement, as amended (the “Registration Statement”). The Registration Statement
was declared effective by the SEC on October 23, 2015 and includes a combined proxy statement/prospectus filed with the SEC by MSLO on October 27, 2015 on Schedule 14A, which forms a part of the TopCo Registration Statement. The proxy
statement/prospectus and other relevant documents have been mailed to MSLO stockholders. The Registration Statement and the proxy statement/prospectus contain important information about the proposed transaction and related matters. BEFORE MAKING
ANY VOTING DECISION, MSLO’S STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. MSLO’s stockholders may obtain a free copy of the Registration
Statement, the proxy statement/prospectus and other relevant documents filed or furnished with the SEC (when they become available) by MSLO, Sequential and TopCo at the SEC’s website at http://www.sec.gov. In addition, MSLO’s stockholders
may request a free copy of the proxy statement/prospectus and other of MSLO’s filings with the SEC from MSLO’s website at www.marthastewart.com/IR or by directing a request to: Martha Stewart Living Omnimedia, Inc., Attn: Corporate
Secretary, 601 West 26th Street, New York, New York 10001 or knash@marthastewart.com.
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of MSLO may be deemed “participants” in the solicitation of
proxies from stockholders of MSLO in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of MSLO in connection with the proposed
merger is set forth in the proxy statement/prospectus and the other relevant documents to be filed with the SEC. You can find information about MSLO’s executive officers and directors in its Annual Report on Form 10-K filed with the SEC on
March 6, 2015, Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on April 27, 2015 and in its definitive proxy statement filed with the SEC on Schedule 14A on April 7, 2014. Information about
Sequential’s directors and executive officers is available in Sequential’s proxy statement for its 2015 Annual Meeting of Stockholders filed with the SEC on April 16, 2015. Additional information regarding the participants in the
proxy solicitation, and a description of their direct and indirect interests, is contained in the Registration Statement and the proxy statement/prospectus.
No Offer or Solicitation
This communication and the
information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Martha Stewart Living Omnimedia, Inc.
Consolidated Statements of Operations
Three Months Ended September 30,
(unaudited, in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
| |
|
2015 |
|
|
2014 |
|
| REVENUES |
|
|
|
|
|
|
|
|
| Publishing |
|
$ |
5,323 |
|
|
$ |
15,781 |
|
| Merchandising |
|
|
11,669 |
|
|
|
13,691 |
|
| Broadcasting |
|
|
468 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
|
17,460 |
|
|
|
29,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Production, distribution and editorial |
|
|
(7,271 |
) |
|
|
(13,988 |
) |
| Selling and promotion |
|
|
(1,327 |
) |
|
|
(9,081 |
) |
| General and administrative |
|
|
(8,532 |
) |
|
|
(9,259 |
) |
| Depreciation and amortization |
|
|
(550 |
) |
|
|
(783 |
) |
| Impairment of trademark and goodwill |
|
|
— |
|
|
|
(11,350 |
) |
| Merger transaction costs |
|
|
(1,059 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
(1,279 |
) |
|
|
(14,850 |
) |
|
|
|
| Interest income and other, net |
|
|
110 |
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LOSS BEFORE INCOME TAXES |
|
|
(1,169 |
) |
|
|
(14,798 |
) |
|
|
|
| Income tax (provision) / benefit |
|
|
(310 |
) |
|
|
3,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(1,479 |
) |
|
$ |
(11,065 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| LOSS PER SHARE – BASIC AND DILUTED |
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(0.03 |
) |
|
$ |
(0.19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
57,476,330 |
|
|
|
57,074,872 |
|
Martha Stewart Living Omnimedia, Inc.
Consolidated Statements of Operations
Nine Months Ended September 30,
(unaudited, in thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
| |
|
2015 |
|
|
2014 |
|
| REVENUES |
|
|
|
|
|
|
|
|
| Publishing |
|
$ |
17,176 |
|
|
$ |
57,516 |
|
| Merchandising |
|
|
34,650 |
|
|
|
41,494 |
|
| Broadcasting |
|
|
930 |
|
|
|
1,489 |
|
|
|
|
|
|
|
|
|
|
| Total revenues |
|
|
52,756 |
|
|
|
100,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Production, distribution and editorial |
|
|
(22,104 |
) |
|
|
(44,697 |
) |
| Selling and promotion |
|
|
(3,586 |
) |
|
|
(27,343 |
) |
| General and administrative |
|
|
(27,559 |
) |
|
|
(27,254 |
) |
| Depreciation and amortization |
|
|
(1,458 |
) |
|
|
(4,651 |
) |
| Impairment of trademark and goodwill |
|
|
— |
|
|
|
(11,350 |
) |
| Merger transaction costs |
|
|
(4,129 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
|
|
(6,080 |
) |
|
|
(14,796 |
) |
|
|
|
| Interest income / (expense) and other, net |
|
|
167 |
|
|
|
(513 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| LOSS BEFORE INCOME TAXES |
|
|
(5,913 |
) |
|
|
(15,309 |
) |
|
|
|
| Income tax (provision) / benefit |
|
|
(885 |
) |
|
|
3,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET LOSS |
|
$ |
(6,798 |
) |
|
$ |
(11,901 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| LOSS PER SHARE - BASIC AND DILUTED |
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(0.12 |
) |
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
57,365,909 |
|
|
|
56,908,036 |
|
Martha Stewart Living Omnimedia, Inc.
Consolidated Balance Sheets
(in
thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
| |
|
September 30,
2015
(unaudited) |
|
|
December 31,
2014 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
4,680 |
|
|
$ |
11,439 |
|
| Short-term investments |
|
|
37,152 |
|
|
|
36,816 |
|
| Accounts receivable, net |
|
|
14,348 |
|
|
|
30,319 |
|
| Other current assets |
|
|
2,766 |
|
|
|
3,108 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
58,946 |
|
|
|
81,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| PROPERTY AND EQUIPMENT, net |
|
|
3,898 |
|
|
|
4,106 |
|
| INTANGIBLE ASSET - TRADEMARKS |
|
|
34,700 |
|
|
|
34,700 |
|
| OTHER NONCURRENT ASSETS |
|
|
976 |
|
|
|
991 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
98,520 |
|
|
$ |
121,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
|
$ |
6,018 |
|
|
$ |
14,753 |
|
| Accrued payroll and related costs |
|
|
1,777 |
|
|
|
5,706 |
|
| Current portion of deferred revenue |
|
|
16,515 |
|
|
|
16,090 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
24,310 |
|
|
|
36,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| DEFERRED REVENUE |
|
|
5,387 |
|
|
|
10,119 |
|
| DEFERRED INCOME TAX LIABILITY |
|
|
4,612 |
|
|
|
3,755 |
|
| OTHER NONCURRENT LIABILITIES |
|
|
1,812 |
|
|
|
2,371 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
36,121 |
|
|
|
52,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Class A Common Stock, $0.01 par value, 350,000,000 shares authorized: 32,571,468 and 32,260,936 shares issues in 2015 and 2014, respectively; 32,512,068 and
32,201,536 shares outstanding in 2015 and 2014, respectively |
|
|
325 |
|
|
|
322 |
|
| Class B Common Stock, $0.01 par value, 150,000,000 shares authorized: 24,984,625 shares issued and outstanding in 2015 and 2014, respectively |
|
|
250 |
|
|
|
250 |
|
| Capital in excess of par value |
|
|
345,522 |
|
|
|
345,021 |
|
| Accumulated deficit |
|
|
(282,907 |
) |
|
|
(276,109 |
) |
| Accumulated other comprehensive loss |
|
|
(16 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
63,174 |
|
|
|
69,460 |
|
|
|
|
|
|
|
|
|
|
| Less: Class A treasury stock - 59,400 shares at cost |
|
|
(775 |
) |
|
|
(775 |
) |
|
|
|
|
|
|
|
|
|
| Total shareholders’ equity |
|
|
62,399 |
|
|
|
68,685 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and shareholders’ equity |
|
$ |
98,520 |
|
|
$ |
121,479 |
|
|
|
|
|
|
|
|
|
|
CONTACT: Katherine Nash, Martha Stewart Living Omnimedia, Inc. Investor Relations, 512-757-2566, knash@marthastewart.com
Martha Stewart (NYSE:MSO)
Historical Stock Chart
From Jan 2025 to Feb 2025
Martha Stewart (NYSE:MSO)
Historical Stock Chart
From Feb 2024 to Feb 2025
