-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NJhy2+UG6oeP1gqYh5/9ZVLnNAYR8AFOOThK4W+J+4rdqWlOyT8ZQ3TroSb9iXF2 XQtd5pQBIIIUEE+bvZjing== 0001266454-07-000067.txt : 20070213 0001266454-07-000067.hdr.sgml : 20070213 20070213154840 ACCESSION NUMBER: 0001266454-07-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070212 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALON MEDIA GROUP INC CENTRAL INDEX KEY: 0001084332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 943228750 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26395 FILM NUMBER: 07609962 BUSINESS ADDRESS: STREET 1: 101 SPEAR STREET STREET 2: SUITE 203 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158828720 MAIL ADDRESS: STREET 1: 101 SPEAR STREET STREET 2: SUITE 203 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: SALON COM DATE OF NAME CHANGE: 20000322 FORMER COMPANY: FORMER CONFORMED NAME: SALON INTERNET INC DATE OF NAME CHANGE: 19990415 8-K 1 salon_8k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) February 12, 2007 ----------------- Salon Media Group, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-26395 94-3228750 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 101 Spear Street, Suite 203, San Francisco, CA 94105 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 645-9200 -------------- - -------------------------------------------------------------------------------- (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: [ ] Written communication 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 February 12, 2007 Salon Media Group, Inc. (Salon) issued a press release announcing Salon's financial results for its fiscal third quarter ended December 31, 2006. The initial press release distributed, which made an incorrect reference to Salon's trading symbol in effect prior to Salon's reverse stock split of November 15, 2006 of SALN.OB, was re-distributed on the same day to reflect Salon's current trading symbol SLNM.OB. The full text of Salon's corrected press release is attached hereto as Exhibit 99.3. The press release includes pro forma operating results and a reconciliation of pro forma operating results to accounting principles generally accepted in the United States of America. Salon provides pro forma results as additional information to its consolidated results of operations. These pro forma measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from pro forma measures used by other companies. Salon believes that the presentation of pro forma results provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Readers of Salon's consolidated financial statements are advised to review and consider carefully the financial information prepared in accordance with generally accepted accounting principles contained in this press release and Salon's periodic filings with the Securities and Exchange Commission. Item 9.01. Financial Statements and Exhibits Exhibit No. Description - ----------- ----------- 99.3 Press Release dated February 12, 2007 * * This exhibit is furnished with this Current Report on Form 8-K and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Salon Media Group, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing. SIGNATURE - --------- 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. SALON MEDIA GROUP, INC. Dated: February 13, 2007 /s/ Conrad Lowry ------------------------------------- Conrad Lowry Chief Financial Officer and Secretary 2 EX-99.3 2 salon_8k-ex9903.txt PRESS RELEASE Exhibit 99.3 [Salon logo] Investor Contact: Conrad Lowry Chief Financial Officer (415) 645-9317 investor@salon.com FOR IMMEDIATE RELEASE --------------------- SALON REPORTS THIRD QUARTER FISCAL YEAR 2007 RESULTS RECORDS QUARTERLY NET PROFIT OF $0.2 MILLION COMPARED TO NET LOSS OF $0.1 MILLION IN PRIOR YEAR PERIOD SETS QUARTER REVENUE RECORD OF $2.8 MILLION ADVERTISING REVENUES INCREASE 60% TO $2.2 MILLION COMPARED TO $1.4 MILLION PRIOR YEAR PERIOD SAN FRANCISCO, Calif. --- February 12, 2007 --- Salon Media Group, Inc. (SLNM.OB), an Internet media company, announced today a net profit of $0.2 million for its third quarter ended December 31, 2006, compared to a net loss of $0.1 million for its second quarter the year before. Total revenues for the quarter ended December 31, 2006 were a company record of $2.8 million compared to $2.1 million a year ago. Salon's previous revenue high was $2.6 million (excluding barter sales transactions) set in the December 1999 quarter, the peak of the Internet bubble. Advertising revenues increased to $2.2 million, compared to $1.4 million a year ago, a 60% increase. Advertising revenues were near the all-time high of $2.4 million (excluding barter transactions) set in the December 1999 quarter. Salon Premium revenues declined $0.1 million to $0.4 million compared to $0.5 million a year ago due to a drop in memberships. On a non-GAAP pro forma basis, which excludes non-cash and non-recurring items, Salon recorded a $0.5 million net profit for the current quarter compared to a $0.3 million profit a year ago. "We are very pleased to have achieved record revenues in the December quarter. This was underpinned by a robust online advertising market, and a continued strong rise in unique visitors, which grew 56% quarter over quarter, to an average monthly 3.6 million uniques, " said Elizabeth Hambrecht, Salon's CEO and President. "We will continue to introduce new products to drive readership - in February alone we will be bringing Glenn Greenwald's highly respected political blog under the Salon banner, launching a monthly column by critic Camille Paglia, and rolling out a daily blog by our Editor-in-Chief Joan Walsh." She continued, "While the March quarter will be impacted by the cyclically slower ad market, we are continuing to build a product and a team that should allow for increased traffic and revenue as the year goes on." A reconciliation of net loss attributable to common stockholders calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) and pro forma net loss attributable to common stockholders is provided immediately following the consolidated statements of operations. These pro forma measures are not in accordance with, or an alternative for, GAAP and may be different from pro forma measures used by other companies. Salon believes that the presentation of pro forma results provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Readers of Salon's consolidated financial statements are advised to review and carefully consider the financial information prepared in accordance with GAAP contained in this press release and Salon's periodic filings with the Securities and Exchange Commission. Future Periods Guidance: Salon does not believe that the nine months ended December 31, 2006 GAAP and non-GAAP financial results should be considered predictive of future quarter or year results. For its quarter ending March 31, 2007, Salon forecasts advertising revenues of $0.9 - $1.0 million and total revenues of $1.5 - $1.6 million. If Salon attains total revenues of $1.6 million, it forecasts that it will most likely report a GAAP net loss attributable to common stockholders of approximately $0.9 million. Salon currently has approximately $0.8 million of advertising commitments for its quarter ending March 31, 2007. Revenues during this time period have historically been the lowest for Salon. Salon cannot accurately predict total revenues after March 31, 2007 owing to the relatively short time frame in which advertising orders are secured and when they run on our Website and the lack of significant long-term advertising orders. About Salon Media Group, Inc.: Founded in 1995, Salon is an Internet publishing company. Salon's award-winning journalism combines original investigative stories and provocative personal essays along with quick-take commentary and staff-written Weblogs about politics, technology, culture and entertainment. Committed to interactivity, the Website also hosts two online communities, Table Talk and The Well. Features in Salon's Website include the daily music download column Audiofile, Videodog video clips, the Daou Report, an opinionated guide to the blogosphere, and the ability to automatically submit Letters to the Editor. "Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act of 1995: This press release contains certain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. The forward-looking statements contained herein include statements about future financial and operating results of Salon. Factors that could cause actual results to differ materially from those described herein include: the economic environment of the media industry; the difficulty in securing on-line advertising and subscriptions; uncertain revenue sources and the general economic environment. More detailed information about these factors is set forth in the reports filed by Salon with the Securities and Exchange Commission. Salon is under no obligation to and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. We do not believe that our reported results should be considered predictive of future period or full year results. Note: Salon is a trademark and a registered trademark of Salon Media Group, Inc. All other company and product names mentioned are trademarks of their respective owners. SALON MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended December 31 December 31 ------------------------ ------------------------ 2006 2005 2006 2005 ---------- ---------- ---------- ---------- Net revenues $ 2,765 $ 2,069 $ 6,194 $ 5,353 ---------- ---------- ---------- ---------- Operating expenses: Production and content 1,317 1,183 3,875 3,276 Sales and marketing 560 389 1,296 1,054 Information technology support 217 146 649 519 General and administrative 365 257 945 706 ---------- ---------- ---------- ---------- Total operating expenses 2,459 1,975 6,765 5,555 ---------- ---------- ---------- ---------- Income (loss) from operations 306 94 (571) (202) Other income, net - 1 3 21 ---------- ---------- ---------- ---------- Net income (loss) 306 95 (568) (181) Preferred deemed dividend (109) (227) (295) (227) ---------- ---------- ---------- ---------- Net income (loss) attributable to common stockholders $ 197 $ (132) $ (863) $ (408) ========== ========== ========== ========== Basic net income (loss) per share attributable to common stockholders $ 0.10 $ (0.16) $ (0.53) $ (0.52) Diluted net income (loss) per share Attributed to common stockholders $ 0.02 $ (0.16) $ (0.53) $ (0.52) Weighted average shares used in computing basic net income (loss) per share attributable to common stockholders 1,888 806 1,616 778 Weighted average shares used in computing diluted net income (loss) per share attributable to common stockholders 11,243 806 1,616 778
SALON MEDIA GROUP, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended December 31, 2006 December 31, 2006 -------------------------------- -------------------------------- As (1) Pro As (1) Pro Reported Adj. Forma Reported Adj. Forma -------- -------- -------- -------- -------- -------- Net revenues $ 2,765 $ - $ 2,765 $ 6,194 $ - $ 6,194 -------- -------- -------- -------- -------- -------- Operating expenses: Production and content 1,317 (35) 1,282 3,875 (102) 3,773 Sales and marketing 560 (84) 476 1,296 (228) 1,068 Information technology support 217 (4) 213 649 (14) 635 General and administrative 365 (26) 339 945 (74) 871 -------- -------- -------- -------- -------- -------- Total operating expenses 2,459 (149) 2,310 6,765 (418) 6,347 -------- -------- -------- -------- -------- -------- Income (loss) from operations 306 149 455 (571) 418 (153) Other income (expense), net - - - 3 - 3 -------- -------- -------- -------- -------- -------- Net income (loss) 306 149 455 (568) 418 (150) Preferred deemed dividend (109) 109 - (295) 295 - -------- -------- -------- -------- -------- -------- Net income (loss) attributable to common stockholders $ 197 $ 258 $ 455 $ (863) $ 713 $ (150) ======== ======== ======== ======== ======== ========
(1) In accordance with accounting principles generally accepted in the United States SALON MEDIA GROUP, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended December 31, 2005 December 31, 2005 -------------------------------- -------------------------------- As (1) Pro As (1) Pro Reported Adj. Forma Reported Adj. Forma -------- -------- -------- -------- -------- -------- Net revenues $ 2,069 $ - $ 2,069 $ 5,353 $ - $ 5,353 -------- -------- -------- -------- -------- -------- Operating expenses: Production and content 1,183 (81) 1,102 3,276 (171) 3,105 Sales and marketing 389 (78) 311 1,054 (184) 870 Information technology support 146 (7) 139 519 (45) 474 General and administrative 257 (1) 256 706 (7) 699 -------- -------- -------- -------- -------- -------- Total operating expenses 1,975 (167) 1,808 5,555 (407) 5,148 -------- -------- -------- -------- -------- -------- Income (loss) from operations 94 167 261 (202) 407 205 Other income, net 1 - 1 21 - 21 -------- -------- -------- -------- -------- -------- Net income (loss) 95 167 262 (181) 407 226 -------- -------- -------- -------- -------- -------- Preferred deemed dividend (227) 227 - (227) 227 - -------- -------- -------- -------- -------- -------- Net income (loss) attributable to common stockholders $ (132) $ 394 $ 262 $ (408) $ 634 $ 226 ======== ======== ======== ======== ======== ========
(1) In accordance with accounting principles generally accepted in the United States SALON MEDIA GROUP, INC. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (Unaudited)
Three Months Ended Nine Months Ended December 31, December 31, ------------------- -------------------- 2006 2005 2006 2005 -------- -------- -------- -------- Net income (loss) attributable to common stockholders $ 197 $ (132) $ (863) $ (408) Less: Utilization prepaid advertising rights 79 75 185 173 Depreciation and amortization charges 22 22 64 102 Stock compensation charges 48 70 169 132 Preferred deemed dividend charges 109 227 295 227 -------- -------- -------- -------- Pro forma net income (loss) attributable to common stockholders $ 455 $ 262 $ (150) $ 226 ======== ======== ======== ========
SALON MEDIA GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, March 31, 2006 2006 (Unaudited) ------------ ------------ Assets Current assets: Cash and cash equivalents $ 543 $ 441 Accounts receivable, net 2,006 502 Prepaid expenses, and other current assets 99 184 ------------ ------------ Total current assets 2,648 1,127 Property and equipment, net 127 155 Prepaid advertising rights 3,533 3,718 Goodwill 200 200 Other assets 106 104 ------------ ------------ Total assets $ 6,614 $ 5,304 ============ ============ Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued liabilities $ 976 $ 747 Deferred revenue 663 820 ------------ ------------ Total current liabilities 1,639 1,567 Other long-term liabilities 94 120 ------------ ------------ Total liabilities 1,733 1,687 ------------ ------------ Stockholders' equity: Common stock 2 1 Preferred stock - - Additional paid-in-capital 96,705 94,619 Unearned compensation - (40) Accumulated deficit (91,826) (90,963) ------------ ------------ Total stockholders' equity 4,881 3,617 ------------ ------------ Total liabilities and stockholders' equity $ 6,614 $ 5,304 ============ ============
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