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Mecklermedia Corp – ‘8-K’ for 11/1/05 – EX-99.1

On: Friday, 11/4/05, at 3:46pm ET · For: 11/1/05 · Accession #: 1072613-5-2506 · File #: 0-26393

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/04/05  Mecklermedia Corp                 8-K:7      11/01/05    2:492K                                   Express Filing Svcs/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Jupitermedia Corp. Form 8-K                         HTML     15K 
 2: EX-99.1     Press Release Dated November 1, 2005                HTML    229K

EX-99.1 — Press Release Dated November 1, 2005

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

WWW.EXFILE.COM, INC. -- 13957 -- JUPITERMEDIA CORP. -- EXHIBIT 99.1 TO FORM 8-K

EXHIBIT 99.1

JUPITERMEDIA CORPORATION REPORTS RECORD RESULTS

FOR ITS THIRD QUARTER ENDED SEPTEMBER 30, 2005

(New York, NY - November 1, 2005) -- Jupitermedia Corporation (Nasdaq: JUPM) today reported results for the quarter ended September 30, 2005.

Highlights for the third quarter include:

·	Operating income before depreciation and amortization grew 124% to $10.5 million

·	Overall gross margins improved to 67%, with gross margins for Online Images improving to 70%

·	Operating margins for Online Images, excluding depreciation and amortization, grew to 43%

Revenues for the third quarter of 2005 were $34.4 million compared to revenues of $15.8 million for the same period last year, an increase of 118%. Net income for the third quarter was $60.4 million, or $1.62 per diluted share, compared to net income of $5.1 million, or $0.15 per diluted share, for the same period last year. Net income for the third quarter of 2005 included a gain of $29.1 million, net of income taxes, related to the sale of Jupitermedia’s Search Engine Strategies events and ClickZ.com Network, as well as a $23.5 million benefit from the reversal of the valuation allowance related to deferred income tax assets.

As a result of the sale of the Search Engine Strategies events, these financial results reflect Jupitermedia’s Events segment as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144. Prior year financial results have been presented to reflect Jupitermedia’s Events segment as a discontinued operation.

“Our financial results for the third quarter included record revenues, operating income and net income,” stated Jupitermedia's Chairman and CEO Alan M. Meckler. “We have been emphasizing the development of our JupiterImages division and the third quarter illustrates continued organic and overall growth in the sales and distribution of commercial images. The acquisitions of PictureArts in July and BananaStock in October further solidifies JupiterImages’ position as a leader in stock imagery. We have made eight major images acquisitions since June 2003: ArtToday, Comstock, Thinkstock, Hemera, Dynamic Graphics, Goodshoot, PictureArts and BananaStock. We plan to continue our acquisitions program in the coming months. Our employees are working hard to shape and integrate these acquisitions so that Jupitermedia continues to grow as a powerful creator and distributor of a wide range of commercial images. The full benefit of this integration will be more apparent in future quarters. In the meantime we continue to evolve as a company making positive financial progress not only with JupiterImages, but with our JupiterWeb and JupiterResearch divisions as well,” added Meckler.

Jupitermedia Corporation 3rd Quarter 2005 Financial Results Conference Call Alert

Jupitermedia Corporation invites you to participate in its conference call reviewing 2005 third quarter results, scheduled for Wednesday, November 2, 2005 at 11:00 am EST.

The conference call number is (800) 289-0518 for domestic participants and (913) 981-5532 for international participants; pass code “883 4011.” Please call five minutes in advance to ensure that you are connected prior to the presentation. The conference call replay will be available until Tuesday, November 15, 2005. Replay call numbers are (888) 203-1112 for domestic participants and (719) 457-0820 for international participants: pass code: “883 4011.”

Acquisitions

In July, Jupitermedia acquired PictureArts Corporation (www.picturearts.com) for $63.2 million in cash, subject to certain post-closing adjustments. The acquisition includes PictureArts’ quality brands: Brand X Pictures, FoodPix, Botanica and Nonstock, as well as its image distribution business.

In October, Jupitermedia acquired all of the shares of BananaStock Limited (www.bananastock.com) for approximately U.S. $19.0 million in cash, subject to certain post-closing adjustments. BananaStock, based in Oxfordshire, United Kingdom, is a leading resource for royalty free digital images for business users and creative professionals.

Online Image Offerings

In July, Jupitermedia announced an agreement with Corbis (www.corbis.com), a leading media services company, to distribute its Comstock Images and Thinkstock Images collections. Under the terms of the agreement, Corbis started distributing select Comstock and Thinkstock images worldwide through its Web site www.corbis.com in September.

In August, Jupitermedia announced the launch of JupiterImages Unlimited (www.jiunlimited.com), the first subscription service that allows unlimited access, at multiple resolutions, to over 330,000 of JupiterImages’ highest quality wholly owned stock photos. JupiterImages' brands included in this new offering are Brand X, Comstock Images, Creatas Images, Goodshoot, IT Stock Free, Thinkstock Images, Photos.com, AbleStock.com and PhotoObjects.net.

In August, Jupitermedia announced that Adobe® Stock Photos, a stock photography service that offers designers one-stop shopping for high-quality, royalty-free images for layout and design, added Creatas Images (www.creatas.com), Goodshoot (www.goodshoot.com), IT Stock Images (www.itstockfree.com) and Thinkstock Images (www.thinkstock.com) to its collection. This is in addition to Comstock Images (www.comstock.com), which was one of the five premier collections that was part of Adobe® Stock Photos when it was launched with Adobe Creative Suite 2 in April.

In October, Jupitermedia announced a new image collection entitled (re)view. An archive of retro, rights-managed imagery, (re)view will launch in December 2005 with 4,000 select images at www.jupiterimages.com.

In October, Jupitermedia announced an exclusive worldwide partnership with Photographic Youth Music Culture Archive (PYMCA), a rights-managed image company based in London, U.K. The PYMCA collection is scheduled to launch in early 2006 at www.jupiterimages.com.

Online Media Offerings

In September, Jupitermedia announced the launch of “Adobe® LiveCycle Developer Source” (www.devx.com/Adobe), to assist application development professionals in creating applications for Adobe LiveCycle™, a key component of the Adobe Intelligent Document platform.

Research Services

In September, Jupitermedia announced the appointment of Oren Web Marketing to provide research sales and support in the Israeli market. Oren Web Marketing is headed by Haim Oren. Together with his Israeli team of experienced research sales professionals, Oren will be responsible for providing sales and sales support to JupiterResearch media, telecommunications, financial and other industry clients in Israel.

Conferences and Trade Shows

In August, Jupitermedia announced that it closed the sale of its Search Engine Strategies trade shows and its ClickZ.com Network of Web sites for $43 million in cash, subject to certain post-closing adjustments. The purchaser is London Stock Exchange listed media company Incisive Media plc (INM.L). As a result of the sale of the Search Engine Strategies events, Jupitermedia’s Events segment is now being presented as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144.

Jupitermedia Corporation

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2004 and 2005

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2005			2004			2005
Revenues	$	15,779		$	34,351		$	43,815		$	88,493
Cost of revenues		5,377			11,478			15,479			30,973

Gross profit		10,402			22,873			28,336			57,520

Operating expenses:
Advertising, promotion and selling		3,031			7,035			9,529			17,603
General and administrative		2,668			5,320			7,263			13,160
Depreciation		129			656			594			1,366
Amortization		360			1,239			1,477			2,944
Total operating expenses		6,188			14,250			18,863			35,073

Operating income		4,214			8,623			9,473			22,447

Gain on sale of assets, net		5			13,265			124			13,224
Interest income		55			74			82			288
Interest expense		(39	)		(677	)		(101	)		(965	)

Income before income taxes, minority interests and equity income (loss) from investments, net		4,235			21,285			9,578			34,994
Provision (benefit) for income taxes		5			(22,153	)		145			(20,541	)
Minority interests		(20	)		(18	)		(57	)		(49	)
Equity income (loss) from investments, net		(108	)		—			(117	)		132
Income from continuing operations		4,102			43,420			9,259			55,618
Income from discontinued operations, net of taxes		957			1,104			946			1,488
Gain on sale of discontinued operations, net of taxes		-			15,854			-			15,854
Net income	$	5,059		$	60,378		$	10,205		$	72,960

Earnings per share:
Basic:
Continuing operations	$	0.13		$	1.25		$	0.33		$	1.64
Discontinued operations		0.03			0.49			0.03			0.51
	$	0.16		$	1.74		$	0.36		$	2.15
Diluted:
Continuing operations	$	0.12		$	1.16		$	0.30		$	1.52
Discontinued operations		0.03			0.46			0.03			0.48
	$	0.15		$	1.62		$	0.33		$	2.00
Shares used in computing earnings per share:
Basic		31,382			34,749			28,448			33,936
Diluted		34,141			37,323			30,815			36,401

Segment Information

The following tables summarize the results of the segments of Jupitermedia for the three and nine months ended September 30, 2004 and 2005. Online images consists of the JupiterImages business that includes Brand X, FoodPix, Botanica, Nonstock, Comstock Images, Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Goodshoot, Photos.com, Ablestock.com, PhotoObjects.net, Clipart.com and Animations.com. Online media consists of the JupiterWeb business that includes the internet.com, EarthWeb.com, DevX.com and Graphics.com Networks. Research represents the JupiterResearch business. Other includes corporate overhead, depreciation, amortization and venture fund related activities.

(unaudited) (in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2005			2004			2005
Revenues:
Online images	$	6,797		$	24,011		$	15,045			55,905
Online media		6,692			7,775			21,913			24,651
Research		2,279			2,557			6,822			7,913
Other		11			8			35			24
		15,779			34,351			43,815			88,493
Cost of revenues:
Online images		1,250			7,277			3,028			17,397
Online media		2,781			2,917			8,551			9,443
Research		1,346			1,284			3,900			4,133
		5,377			11,478			15,479			30,973
Gross profit:
Online images		5,547			16,734			12,017			38,508
Online media		3,911			4,858			13,362			15,208
Research		933			1,273			2,922			3,780
Other		11			8			35			24
		10,402			22,873			28,336			57,520
Advertising, promotion and selling:
Online images		694			4,550			2,250			9,709
Online media		1,602			1,703			5,046			5,411
Research		735			782			2,233			2,483
		3,031			7,035			9,529			17,603
General and administrative:
Online images		288			1,913			805			3,594
Online media		(12	)		(149	)		222			195
Research		104			173			478			580
Other		2,288			3,383			5,758			8,791
		2,668			5,320			7,263			13,160

Depreciation		129			656			594			1,366
Amortization		360			1,239			1,477			2,944

Operating income:
Online images		4,565			10,271			8,962			25,205
Online media		2,321			3,304			8,094			9,602
Research		94			318			211			717
Other		(2,766	)		(5,270	)		(7,794	)		(13,077	)
	$	4,214		$	8,623		$	9,473		$	22,447

Jupitermedia Corporation

Consolidated Balance Sheets

December 31, 2004 and September 30, 2005

(in thousands, except share and per share amounts)

	December 31, 2004			September 30, 2005
				(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	30,179		$	20,247
Accounts receivable, net of allowances of $966 and $1,562, respectively		13,724			23,692
Unbilled accounts receivable		1,530			1,531
Prepaid expenses and other		2,633			4,216
Assets of discontinued operations		1,789			—
Total current assets		49,855			49,686

Property and equipment, net of accumulated depreciation of $9,256 and $10,780, respectively		2,339			10,045
Intangible assets, net of accumulated amortization of $5,371 and $8,309, respectively		20,939			42,968
Goodwill		41,967			158,781
Deferred income taxes		—			11,014
Investments and other assets		1,197			2,000
Total assets	$	116,297		$	274,494

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	2,060		$	5,071
Accrued payroll and related expenses		1,666			3,115
Accrued expenses and other		4,642			13,352
Current portion of long-term debt		—			10,000
Deferred revenues		12,023			15,568
Liabilities of discontinued operations		2,891			—
Total current liabilities		23,282			47,106

Long-term debt		—			26,322
Deferred revenues		510			616
Deferred income tax liabilities		121			—
Other long-term liabilities		225			—
Total liabilities		24,138			74,044

Stockholders’ equity:
Preferred stock, $0.01 par value, million shares authorized, no shares issued and outstanding		—			—
Common stock, $0.01 par value, shares authorized, and 32,378,130 and 34,881,241 shares issued at December 31, 2004 and September 30, 2005, respectively		324			349

Additional paid-in capital		215,648			251,532
Accumulated deficit		(123,690	)		(50,730	)
Treasury stock, 65,000 shares, at cost		(106	)		(106	)
Accumulated other comprehensive loss		(17	)		(595	)
Total stockholders’ equity		92,159			200,450
Total liabilities and stockholders’ equity	$	116,297		$	274,494

Jupitermedia Corporation

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2004 and 2005

(unaudited)

(in thousands)

	Nine Months Ended September 30,
	2004			2005
Cash flows from operating activities:
Income from continuing operations	$	9,259		$	55,618
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		2,071			4,310
Provision (benefit) for losses on accounts receivable		(388	)		(267	)
Minority interests		57			49
Equity (income) loss from investments, net		117			(132	)
Gain on sale of assets, net		(124	)		(13,224	)
Deferred income taxes		—			(24,084	)
Cash flows from discontinued operations		1,075			631
Changes in current assets and liabilities (net of businesses acquired):
Accounts receivable		2,116			(2,661	)
Unbilled accounts receivable		(173	)		(1	)
Prepaid expenses and other		278			(1,105	)
Accounts payable and accrued expenses		(184	)		(1,524	)
Deferred revenues		790			(587	)
Net cash provided by operating activities		14,894			17,023

Cash flows from investing activities:
Additions to property and equipment		(269	)		(2,316	)
Acquisitions of businesses and other		(27,233	)		(111,358	)
Proceeds from sales of assets and other		191			42,940
Distribution from internet.com venture funds		148			—
Net cash used in investing activities		(27,163	)		(70,734	)

Cash flows from financing activities:
Proceeds from issuance of common stock, net		30,340			—
Borrowings under credit facilities		13,000			87,998
Debt issuance costs		—			(257	)
Repayment of borrowings under credit facility		(13,000	)		(51,677	)
Proceeds from exercise of stock options		5,069			7,715
Net cash provided by financing activities		35,409			43,779

Net increase (decrease) in cash and cash equivalents		23,140			(9,932	)
Cash and cash equivalents, beginning of period		9,567			30,179
Cash and cash equivalents, end of period	$	32,707		$	20,247

Supplemental disclosures of cash flow:
Cash paid for income taxes	$	—		$	806
Cash paid for interest	$	13		$	245

Non-cash investing activities:
Common stock issued for acquisitions	$	541		$	21,611

Business Outlook

Jupitermedia’s financial guidance is prepared in accordance with accounting principles generally accepted in the United States of America. Historical results below have been adjusted to conform to this presentation. The amounts below reflect the preliminary allocation of the purchase prices paid by Jupitermedia in connection with its recent acquisitions of Thinkstock Images, Megapixel.net, Hemera Technologies Inc., Creatas, L.L.C., the parent company of Dynamic Graphics, Inc., GraphicDesignForum.com, JGuru.com, Goodshoot S.A.S, PictureArts Corporation and BananaStock Ltd., and are subject to change pending a final allocation of these amounts. The following forward looking-statements reflect Jupitermedia’s expectations as of November 1, 2005. Due to potential changes in general economic conditions and the various other risk factors discussed below and in Jupitermedia’s reports filed with the Securities and Exchange Commission from time to time, actual results may differ materially. Jupitermedia intends to continue its practice of not updating forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

Future Expectations

(In millions except for earnings per diluted share)	Actual Q1 2005 (A)		Actual Q2 2005 (A)			Actual Q3 2005 (A)			Q4 2005		Total 2005			Total 2006
Revenues	$	22.3	$	31.9		$	34.4		$	35.5-36.5	$	124.1-125.1		$	163.0-165.0
Cost of revenues, advertising, promotion & selling, and general & administrative expenses	$	15.4	$	22.6		$	23.8		$	23.3-24.3	$	85.1-86.1		$	109.0-111.0
EBITDA (Earnings before interest, taxes, depreciation and amortization)	$	6.9	$	9.3		$	10.6		$	12.2	$	39.0		$	53.0-55.0
Depreciation and amortization	$	1.1	$	1.3		$	1.9		$	2.3	$	6.6		$	10.0
Gain on sale of assets, net (B)	$	—	$	—		$	13.3		$	—	$	13.3		$	—
Interest expense, net	$	—	$	0.1		$	0.6		$	0.6	$	1.3		$	2.0
Provision (benefit) for income taxes (C)	$	0.7	$	0.9		$	(22.2	)	$	3.7	$	(16.9	)	$	16.5-17.5
Equity income	$	—	$	0.1		$	—		$	—	$	0.1		$	—
Income from continuing operations	$	5.1	$	7.1		$	43.4		$	5.6	$	61.4		$	24.0-26.0
Income (loss) from discontinued operations, net of taxes (A)	$	0.4	$	(0.1	)	$	1.1		$	—	$	1.4		$	—
Gain of sale of discontinued operations, net of taxes (B)	$	—	$	—		$	15.9		$	—	$	15.9		$	—
Net income	$	5.5	$	7.0		$	60.4		$	5.6	$	78.2-79.2		$	24.0-26.0
Diluted share count		35.7		36.8			37.3			37.4		36.8			37.6
Earnings per diluted share: Continuing operations	$	0.15	$	0.19		$	1.16		$	0.15	$	1.66-1.68		$	0.64-0.69
Discontinued operations	$	0.01	$	—		$	0.46		$	—	$	0.47		$	—
Net income	$	0.16	$	0.19		$	1.62		$	0.15	$	2.13-2.15		$	0.64-0.69

Note

Notes:

(A)	The results of our Events segment have been presented as part of discontinued operations in accordance with Statement of Financial Accounting Standards No. 144.

(B)

The total gain related to the sale of our Search Engine Strategies Events and ClickZ.com Network was $29.1 million, net of income taxes. The gain related to the ClickZ.com portion of the sale was recorded as part of continuing operations. The gain related to the Search Engine Strategies Events portion of the sale was recorded net of income taxes and is included as part of our discontinued operations.

(C)	Jupitermedia recorded a benefit for income taxes of $23.5 million from the reversal of the valuation allowance related to deferred income tax assets consisting primarily of goodwill related to Jupitermedia’s Online Media business, which had previously been expensed for book purposes.

About Jupitermedia Corporation

Jupitermedia Corporation (Nasdaq: JUPM) (www.jupitermedia.com), headquartered in Darien, CT, is a leading global provider of original information, images and research for information technology, business and creative professionals. Jupitermedia includes JupiterImages, one of the leading images companies in the world with over 7.0 million images online serving creative professionals with brands like BananaStock, Brand X, FoodPix, Botanica, Nonstock, Comstock Images, Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Goodshoot, Photos.com, Ablestock.com, PhotoObjects.net, Clipart.com and Animations.com; and JupiterWeb, the online media division of Jupitermedia which operates four distinct online networks: internet.com and EarthWeb.com for IT and business professionals; DevX.com for developers; and Graphics.com for creative professionals. JupiterWeb properties include more than 150 Web sites and over 150 e-mail newsletters that are viewed by over 18 million users and generate over 300 million page views monthly. Jupitermedia also includes: JupiterResearch, a leading international research advisory organization specializing in business and technology market research in 18 business areas and 14 vertical markets.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release which are not historical facts are "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties address a variety of subjects including, for example, the competitive environment in which Jupitermedia competes; the unpredictability of Jupitermedia’s future revenues, expenses, cash flows and stock price; Jupitermedia’s ability to integrate acquired businesses, products and personnel into its existing businesses; Jupitermedia's dependence on a limited number of advertisers; and Jupitermedia’s ability to protect its intellectual property. For a more detailed discussion of such risks and uncertainties, refer to Jupitermedia’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this press release, and Jupitermedia assumes no obligation to update the forward-looking statements after the date hereof.

CONTACT:

Lisa DiGiacomo

Marketing and Public Relations Associate

212-547-7938

ldigiacomo@jupitermedia.com

All current Jupitermedia Corporation press releases can be found on the World Wide Web at http://www.jupitermedia.com/corporate/press.html

________________________________________________

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	11/15/05
Filed on:	11/4/05
	11/2/05
For Period End:	11/1/05	4
	9/30/05	10-Q, 8-K/A
	12/31/04	10-K, 10-K/A
	9/30/04	10-Q
		List all Filings

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Mecklermedia Corp – ‘8-K’ for 11/1/05 – EX-99.1

On: Friday, 11/4/05, at 3:46pm ET · For: 11/1/05 · Accession #: 1072613-5-2506 · File #: 0-26393

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Current Report — Form 8-KFiling Table of Contents

EX-99.1 — Press Release Dated November 1, 2005

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Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents