UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number 001-15395

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-2187059
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

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

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

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

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

	Outstanding as of July 29, 2014
Class A, $0.01 par value	31,588,337
Class B, $0.01 par value	25,484,625
Total	57,072,962

Martha Stewart Living Omnimedia, Inc.

Index to Form 10-Q

		Page
Part I.	Financial Information
	Item 1. Financial Statements	3
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4. Controls and Procedures	28
Part II.	Other Information
	Item 1. Legal Proceedings	29
	Item 1A. Risk Factors	29
	Item 6. Exhibits	29
	Signatures	30

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MARTHA STEWART LIVING OMNIMEDIA, INC.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	June 30, 2014 (unaudited)			December 31, 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	14,052		$	21,884
Short-term investments	47,637			19,268
Restricted cash and investments	—			5,072
Accounts receivable, net	23,225			39,694
Paper inventory	999			2,901
Other current assets	2,773			3,876
Total current assets	88,686			92,695
PROPERTY AND EQUIPMENT, net	4,579			7,961
GOODWILL	850			850
OTHER INTANGIBLE ASSETS, net	45,200			45,200
OTHER NONCURRENT ASSETS	1,537			1,661
Total assets	$	140,852		$	148,367
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	12,511		$	12,464
Accrued payroll and related costs	5,677			8,665
Current portion of deferred subscription revenue	6,412			7,632
Current portion of other deferred revenue	17,673			17,227
Total current liabilities	42,273			45,988
DEFERRED SUBSCRIPTION REVENUE	2,306			3,587
OTHER DEFERRED REVENUE	13,481			17,307
DEFERRED INCOME TAX LIABILITY	7,333			7,094
OTHER NONCURRENT LIABILITIES	3,634			3,916
Total liabilities	69,027			77,892
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Class A Common Stock, $0.01 par value, 350,000,000 shares authorized; 31,641,859 and 30,704,491 shares issued in 2014 and 2013, respectively; 31,582,459 and 30,645,091 shares outstanding in 2014 and 2013, respectively	316			307
Class B Common Stock, $0.01 par value, 150,000,000 shares authorized; 25,484,625 and 25,984,625 shares issued and outstanding in 2014 and 2013, respectively	255			260
Capital in excess of par value	343,926			342,213
Accumulated deficit	(271,887		)	(271,051		)
Accumulated other comprehensive loss	(10		)	(479		)
	72,600			71,250
Less: Class A treasury stock – 59,400 shares at cost	(775		)	(775		)
Total shareholders’ equity	71,825			70,475
Total liabilities and shareholders’ equity	$	140,852		$	148,367

The accompanying notes are an integral part of these consolidated financial statements.

3

MARTHA STEWART LIVING OMNIMEDIA, INC.

Consolidated Statements of Operations

(unaudited, in thousands, except share and per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
REVENUES
Publishing	$	22,229		$	24,190		$	41,735		$	48,672
Merchandising	14,719			16,116			27,803			27,623
Broadcasting	672			1,892			1,350			3,127
Total revenues	37,620			42,198			70,888			79,422
Production, distribution and editorial	(15,296		)	(19,139		)	(30,709		)	(39,753		)
Selling and promotion	(10,165		)	(12,296		)	(18,262		)	(21,947		)
General and administrative	(9,086		)	(10,156		)	(17,995		)	(21,359		)
Depreciation and amortization	(829		)	(1,126		)	(3,868		)	(2,093		)
Restructuring charges	—			(152		)	—			(675		)
Gain on sale of subscriber list, net	—			35			—			2,724
OPERATING INCOME / (LOSS)	2,244			(636		)	54			(3,681		)
Interest income / (expense) and other, net	(133		)	(168		)	(565		)	(34		)
INCOME / (LOSS) BEFORE INCOME TAXES	2,111			(804		)	(511		)	(3,715		)
Income tax provision	(344		)	(376		)	(325		)	(738		)
NET INCOME / (LOSS)	$	1,767		$	(1,180	)	$	(836	)	$	(4,453	)
INCOME / (LOSS) PER SHARE – BASIC AND DILUTED
Net Income / (Loss) - Basic	$	0.03		$	(0.02	)	$	(0.01	)	$	(0.07	)
Net Income / (Loss) - Diluted	$	0.03		$	(0.02	)	$	(0.01	)	$	(0.07	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	56,964,079			67,371,869			56,823,235			67,302,986
Diluted	57,729,551			67,371,869			56,823,235			67,302,986

The accompanying notes are an integral part of these consolidated financial statements.

4

MARTHA STEWART LIVING OMNIMEDIA, INC.

Consolidated Statements of Comprehensive Loss

(unaudited, in thousands)

	Three months ended June 30,					Six months ended June 30,
	2014		2013			2014			2013
Net income / (loss)	$	1,767	$	(1,180	)	$	(836	)	$	(4,453	)
Other comprehensive income / (loss):
Amounts reclassified for net realized losses on available-for-sale securities included in net loss	—		302			491			367
Net unrealized gains / (losses) on available-for-sale securities occurring during the period	16		(153		)	(22		)	(294		)
Other comprehensive income	16		149			469			73
Total comprehensive income / (loss)	$	1,783	$	(1,031	)	$	(367	)	$	(4,380	)

The accompanying notes are an integral part of these consolidated financial statements.

5

MARTHA STEWART LIVING OMNIMEDIA, INC.

Consolidated Statement of Shareholders’ Equity

For the Six Months Ended June 30, 2014

(unaudited, in thousands)

	Class A Common Stock			Class B Common Stock														Class A Treasury Stock
	Shares	Amount		Shares		Amount			Capital in  excess of par value			Accumulated deficit			Accumulated other comprehensive loss			Shares		Amount			Total
Balance at December 31, 2013	30,705	$	307	25,985		$	260		$	342,213		$	(271,051	)	$	(479	)	(59	)	$	(775	)	$	70,475
Net loss	—	—		—		—			—			(836		)	—			—		—			(836		)
Other comprehensive income	—	—		—		—			—			—			469			—		—			469
Conversion of shares (1)	500	5		(500	)	(5		)	—			—			—			—		—			—
Issuance of shares of stock in conjunction with stock option exercises	282	3		—		—			907			—			—			—		—			910
Issuance of shares of stock and restricted stock, net of cancellations and tax withholdings	155	1		—		—			(233		)	—			—			—		—			(232		)
Non-cash equity compensation	—	—		—		—			1,039			—			—			—		—			1,039
Balance at June 30, 2014	31,642	$	316	25,485		$	255		$	343,926		$	(271,887	)	$	(10	)	(59	)	$	(775	)	$	71,825

(1) The converted shares of Class B Common Stock were retired and returned to the authorized but unissued shares of Class B Common Stock.

The accompanying notes are an integral part of these consolidated financial statements.

6

MARTHA STEWART LIVING OMNIMEDIA, INC.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

	Six months ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(836	)	$	(4,453	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash revenue	(3,555		)	(268		)
Depreciation and amortization	3,868			2,093
Non-cash equity compensation	1,039			937
Deferred income tax expense	239			617
Gain on sale of subscriber list, net	—			(2,724		)
Other non-cash charges, net	1,203			256
Changes in operating assets and liabilities
Accounts receivable, net	16,469			9,912
Paper inventory	1,902			1,614
Accounts payable and accrued liabilities and other	104			496
Accrued payroll and related costs	(2,988		)	(3,145		)
Deferred subscription revenue	(2,501		)	(4,219		)
Deferred revenue	175			(1,911		)
Other changes	365			352
Total changes in operating assets and liabilities	13,526			3,099
Net cash provided by / (used in) operating activities	15,484			(443		)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(505		)	(546		)
Purchases of short-term investments	(35,713		)	(13,461		)
Sales of short-term investments	11,415			16,557
Proceeds from the sale of subscriber list, net	—			673
Net cash (used in) / provided by investing activities	(24,803		)	3,223
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from stock option exercises	910			27
Change in restricted cash	577			(423		)
Net cash provided by / (used in) financing activities	1,487			(396		)
Net (decrease) / increase in cash	(7,832		)	2,384
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	21,884			19,925
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	14,052		$	22,309

The accompanying notes are an integral part of these consolidated financial statements.

7

Martha Stewart Living Omnimedia, Inc.

Notes to Consolidated Financial Statements

(unaudited)

1. General

Martha Stewart Living Omnimedia, Inc., together with its subsidiaries, is herein referred to as “we,” “us,” “our,” or the “Company.”

The information included in the foregoing interim consolidated financial statements is unaudited. In the opinion of management, all adjustments, all of which are of a normal recurring nature and necessary for a fair presentation of the results of operations for the interim periods presented, have been reflected therein. The results of operations for interim periods do not necessarily indicate the results to be expected for the entire year. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) with respect to the Company’s fiscal year ended December 31, 2013 (the “2013 Form 10-K”) which may be accessed through the SEC’s website at http://www.sec.gov.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management does not expect such differences to have a material effect on the Company’s consolidated financial statements.

2. Significant Accounting Policies

Recent accounting standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued an update on "Revenue from Contracts with Customers" (Topic 606), which completes the joint effort by the FASB and the International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and international financial reporting standards ("IFRS"). The joint project clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and IFRS. Specifically, it removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. For the Company, this update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The update may be applied using one of two methods: retrospective application to each prior reporting period presented, or retrospective application with the cumulative effect of initially applying the update recognized at the date of initial application. The Company is currently evaluating the transition method that will be elected and the impact of the update on its financial statements and disclosures.

The Company’s significant accounting policies are discussed in detail in its 2013 Form 10-K.

3. Fair Value Measurements

The Company categorizes its assets measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

• Level 1: Observable inputs such as quoted prices for identical assets and liabilities in active markets obtained from independent sources.

• Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s level 2 securities are primarily obtained from observable market prices for identical underlying securities that may not be actively traded.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the asset or liability.

8

The Company has no liabilities that are measured at fair value on a recurring basis. The following tables present the Company’s assets that are measured at fair value on a recurring basis:

	June 30, 2014
(in thousands)	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Short-term investments:
Fixed income mutual fund	$	2,487	$	—	$	—	$	2,487
U.S. government and agency securities	—		2,521		—		2,521
Corporate obligations	—		24,352		—		24,352
Other fixed income securities	—		531		—		531
International securities	—		16,697		—		16,697
Municipal obligations	—		1,049		—		1,049
Total	$	2,487	$	45,150	$	—	$	47,637

	December 31, 2013
(in thousands)	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total Fair Value Measurements
Short-term investments:
Fixed income mutual fund	$	2,485	$	—		$	—	$	2,485
U.S. government and agency securities	—		2,233			—		2,233
Corporate obligations	—		14,159		*	—		14,159
Other fixed income securities	—		361			—		361
International securities	—		3,048			—		3,048
Municipal obligations	—		1,477			—		1,477
Total	$	2,485	$	21,278		$	—	$	23,763

* Included in this amount is a corporate obligation of $4.5 million used to collateralize the Company's line of credit with Bank of America, and was included in the line item "Restricted cash and investments," a component of current assets, on the consolidated balance sheet as of December 31, 2013. Pursuant to an amendment to the loan agreement with Bank of America, effective May 19, 2014, the line of credit is no longer secured by cash or investment collateral. See Note 6, Credit Facilities, for further details.

Assets measured at fair value on a nonrecurring basis

The Company’s non-financial assets, such as goodwill, intangible assets and property and equipment, are initially measured at cost or fair value. In the event there is an indicator of impairment, such asset's carrying value is adjusted to current fair value only when an impairment charge is recognized. Such impairment charges incorporate fair value measurements based on Level 3 inputs.

4. Short-Term Investments

The Company's investments consist of marketable debt securities that are classified as available-for-sale and presented as "Short-term investments," a component of current assets on the consolidated balance sheets. The Company's available-for-sale securities represent investments available for current operations and may be sold prior to their stated maturities for strategic or

9

operational reasons. The available-for-sale debt securities are carried at fair value, with the unrealized gains and losses reported in "Accumulated other comprehensive loss." The amortized cost of the available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is netted against the related interest income and both are included in "Interest income/(expense) and other, net" on the consolidated statements of operations.

Realized gains and losses are classified as other income or expense and included in "Interest income/(expense) and other, net" on the consolidated statements of operations. The cost of securities sold is based on the specific identification method.

As of June 30, 2014 and December 31, 2013, the Company's amortized cost of its available-for-sale securities approximated fair value. Gross unrealized losses of $(0.02) million as of June 30, 2014, were partially offset by gross unrealized gains of $0.01 million. As of December 31, 2013, gross unrealized losses of $(0.5) million were partially offset by gross unrealized gains of $0.03 million. The Company considered the declines in market value of its marketable available-for-sale securities investment portfolio to be temporary in nature and did not consider any of its investments other-than-temporarily impaired as of June 30, 2014 and December 31, 2013. Contractual maturities for the Company's available-for-sale securities are generally within two years of June 30, 2014.

During the three months ended June 30, 2014, the gross realized gains and losses on sales of available-for-sale marketable securities were insignificant. For the six months ended June 30, 2014, the gross realized gains and losses were $0.03 million and $(0.5) million, respectively, including amounts reclassified out of accumulated other comprehensive loss of $0.03 million and $(0.5) million, respectively. See Note 5, Accumulated Other Comprehensive Loss, for further information.

5. Accumulated Other Comprehensive Loss

Accumulated other comprehensive income/(loss), included as a component of shareholders' equity, consists of unrealized gains and losses affecting equity that, under GAAP, are excluded from net income/(loss). For the Company, accumulated other comprehensive loss is impacted by unrealized gains/(losses) on available-for-sale securities as of the reporting period date and by reclassification adjustments resulting from sales or maturities of available-for-sale securities. The components of accumulated other comprehensive loss as of June 30, 2014 and December 31, 2013 are set forth in the schedule below: 

(in thousands)	Unrealized Gains/(Losses) on Available-for-sale Securities			Total Accumulated Other Comprehensive Loss
Balance at December 31, 2013	$	(479	)	$	(479	)
Amounts reclassified for net realized losses on available-for-sale securities included in net loss *	491			491
Net unrealized losses on available-for-sale securities occurring during the period	(22		)	(22		)
Balance at June 30, 2014	$	(10	)	$	(10	)

* Amounts reclassified for previously unrealized losses on available-for-sale securities are included in "Interest income/(expense) and other, net" on the consolidated statements of operations.

6. Credit Facilities

On May 19, 2014, the Company entered into an Amendment to the Amended and Restated Loan Agreement between the Company and Bank of America, N.A., dated February 14, 2012, (the "Amended Credit Agreement"), which provided for the continued arrangement for a line of credit with Bank of America, N.A. of $5.0 million. Borrowings under this line of credit are available for investment opportunities, working capital, and the issuance of letters of credit. The annual interest rate on outstanding amounts is equal to a floating rate of 1-month LIBOR Daily Floating Rate plus 1.85%. The annual unused commitment fee is equal to 0.25%.

Prior to the Amended Credit Agreement, the line of credit had been obligated to be secured by cash or investment collateral of at least $5.0 million. Accordingly, the Company maintained restricted investments of $4.5 million and restricted cash of $0.6 million as of December 31, 2013. The aggregate of these amounts was included in the line item "Restricted cash and investments," a component of current assets, on the consolidated balance sheet as of December 31, 2013. Effective with the May 19, 2014 amendment, the line of credit is no longer secured by cash or investment collateral; instead the Company must maintain unencumbered liquid assets having an aggregate market value of not less than 100% of any outstanding principal amounts, in addition to the aggregate standby letters of credit issued, under the facility.

10

The Amended Credit Agreement expires on June 30, 2015, at which time outstanding amounts borrowed under the agreement, if any, become due and payable. As of June 30, 2014 and December 31, 2013, the Company had no outstanding borrowings against its line of credit, but had outstanding letters of credit of $1.0 million and $1.6 million, respectively.

7. Depreciation and Amortization

Depreciation and amortization expense was $3.9 million for the six months ended June 30, 2014, including $2.1 million from the non-recurring accelerated amortization of leasehold improvements related to the consolidation of the Company's primary office space during February 2014.

8. Income Taxes

The Company follows ASC Topic 740, Income Taxes (“ASC 740”). Under the asset and liability method of ASC 740, deferred assets and liabilities are recognized for the future costs and benefits attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company periodically reviews the requirements for a valuation allowance and makes adjustments to such allowances when changes in circumstances result in changes in the Company’s judgment about the future realization of deferred tax assets. The Company intends to maintain a valuation allowance until evidence would support the conclusion that it is more likely than not that the deferred tax assets will be realized. The Company recorded $0.3 million of net tax expense during the six months ended June 30, 2014. The Company reduced its overall effective tax rate from 41% to 39% during the six months ended June 30, 2014 as a result of the 2014 New York corporate tax reform, which was enacted on March 31, 2014. The amount recorded includes a non-recurring tax benefit to revalue deferred tax liabilities as a result of the change in our effective rate and is offset by tax expense attributable to differences between the financial statement carrying amounts of past acquisitions of certain indefinite-lived intangible assets and their respective tax bases.

ASC 740 further establishes guidance on the accounting for uncertain tax positions. As of June 30, 2014, the Company had a liability for uncertain tax positions balance of $0.06 million, of which $0.04 million represented unrecognized tax benefits, which if recognized at some point in the future would favorably impact the effective tax rate, and $0.02 million of interest expense. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for the years before 2005 and state examinations for the years before 2003.

9. Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options and unvested restricted stock units. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

The following table shows the computation of basic and diluted earnings per share for the three month period ended June 30, 2014 (in thousands, except share and per share amounts):

	Three months ended June 30, 2014
Numerator:
Net Income	$	1,767
Denominator:
Weighted-average shares outstanding	56,964,079
Effect of dilutive securities	765,472
Weighted-average diluted shares	57,729,551
Basic earnings per share	$	0.03
Diluted earnings per share	$	0.03

11

Potentially dilutive securities aggregating 3,365,436 were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

10. Industry Segments

The Company is an integrated media and merchandising company providing consumers with inspiring lifestyle content and well-designed, high-quality products. The Company is organized into three business segments: Publishing; Merchandising; and Broadcasting.

The Publishing segment primarily consists of the Company’s operations related to its magazines (Martha Stewart Living, Martha Stewart Weddings and special weddings issues) and books, as well as its digital operations, which includes the content-driven website, marthastewart.com, and the digital distribution of video content. Publishing segment results can vary from quarter to quarter due to publication schedules and seasonality of certain types of advertising. Certain costs vary from quarter to quarter, particularly newsstand marketing costs associated with the distribution of the Company's magazines.

The Merchandising segment primarily consists of the Company’s operations related to the design and branding of merchandise and related collateral and packaging materials that are manufactured and distributed by its retail and wholesale partners in exchange for royalty income. Revenues from the Merchandising segment can vary significantly from quarter to quarter due to changes in product mix, new product launches and the performance of certain seasonal product lines. The Merchandising segment also includes the licensing of talent services for television programming produced by or on behalf of third parties.

The Broadcasting segment consists of the Company's limited television production operations, television content library licensing and satellite radio operations.

Segment information for the three months ended June 30, 2014 and 2013 is as follows:

(in thousands)	Publishing			Merchandising			Broadcasting			Corporate			Consolidated
2014
Revenues	$	22,229		$	14,719		$	672		$	—		$	37,620
Non–cash equity compensation	(25		)	(26		)	—			(387		)	(438		)
Depreciation and amortization	(153		)	(10		)	(1		)	(665		)	(829		)
Operating (loss) / income	(1,750		)	10,995			(131		)	(6,870		)	2,244
2013
Revenues	$	24,190		$	16,116		$	1,892		$	—		$	42,198
Non–cash equity compensation	(101		)	(45		)	1			(234		)	(379		)
Depreciation and amortization	(274		)	(12		)	(1		)	(839		)	(1,126		)
Restructuring charges	(140		)	—			—			(12		)	(152		)
Gain on sale of subscriber list, net	35			—			—			—			35
Operating (loss) / income	(5,744		)	11,707			1,065			(7,664		)	(636		)

12

Segment information for the six months ended June 30, 2014 and 2013 is as follows:

(in thousands)	Publishing			Merchandising			Broadcasting			Corporate			Consolidated
2014
Revenues	$	41,735		$	27,803		$	1,350		$	—		$	70,888
Non–cash equity compensation	(83		)	(79		)	(1		)	(876		)	(1,039		)
Depreciation and amortization	(323		)	(29		)	(2		)	(3,514		)	(3,868		)
Operating (loss) / income	(4,500		)	20,295			62			(15,803		)	54
2013
Revenues	$	48,672		$	27,623		$	3,127		$	—		$	79,422
Non–cash equity compensation *	(245		)	(124		)	(6		)	(587		)	(962		)
Depreciation and amortization	(529		)	(27		)	(25		)	(1,512		)	(2,093		)
Restructuring charges *	(140		)	(392		)	—			(143		)	(675		)
Gain on sale of subscriber list, net	2,724			—			—			—			2,724
Operating (loss) / income	(6,734		)	17,393			2,026			(16,366		)	(3,681		)

* As disclosed on the Company's consolidated statements of cash flows, total non-cash equity compensation expense was $0.9 million in 2013. Included in non-cash equity compensation expense were net reversals of expense of approximately $0.03 million, which was generated in connection with restructuring activities. Accordingly, these amounts are reflected as restructuring charges in the Company's 2013 consolidated statements of operations.

11. Other Information

Production, distribution and editorial expenses; selling and promotion expenses; and general and administrative expenses are each presented exclusive of depreciation and amortization, restructuring charges and gain on sale of subscriber list, net, which are disclosed separately on the Company's consolidated statements of operations. Additionally, certain prior year amounts have been reclassified to conform to the current year presentation.

12. Legal Matters

The Company is party to legal proceedings in the ordinary course of business, including product liability claims for which the Company is indemnified by its licensees. None of these proceedings is deemed material.

13

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking Statements and Risk Factors

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of 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. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, each of which is described in more detail in our Annual Report on Form 10-K for the year ended December 31, 2013 under the heading “Part I, Item IA. Risk Factors”:

• 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;

• continued management turnover;

• 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 financial instability of 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;

• softening of, or increased competition for, advertising revenues, including increased competitive pressure on digital display advertising rates as a result of programmatic buying of advertising inventory;

• inability to successfully capitalize on digital, mobile and video initiatives, including establishing relationships with additional distribution partners;

• our ability to drive and retain visitors to our digital platforms and to effectively monetize our digital platforms;

• disruption in the industries in which our publishing and digital third-party vendors operate;

• continued weak and uncertain worldwide economic conditions;

• increases in paper, postage, freight or printing costs;

• weakening in circulation, particularly in newsstand sales;

• failure to protect our intellectual property; and

• failure to realize expected efficiencies and benefits from our restructuring activities.

Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may occur and it is not possible for us to predict them all. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

14

EXECUTIVE SUMMARY

We are an integrated media and merchandising company providing consumers with inspiring lifestyle content and well-designed, high-quality products. We are organized into three business segments: Publishing; Merchandising; and Broadcasting.

Our strategy to generate growth and profitability includes the following imperatives:

• Grow our merchandising business by leveraging our brand equity to diversify into new categories and distribution channels, and negotiate new partnerships that fully reward us for the value of our brands and our active role in product development and design, both domestically and internationally; and

• Strengthen our media business by using our content across existing and new distribution channels, including international opportunities, and focusing on digital opportunities.

Summarized below are our operating results for the three and six months ended June 30, 2014 and 2013.

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			2014 (unaudited)			2013 (unaudited)
Total Revenues	$	37,620		$	42,198		$	70,888		$	79,422
Total Operating Costs and Expenses	(35,376		)	(42,869		)	(70,834		)	(85,827		)
Gain on Sale of Subscriber List, net	—			35			—			2,724
Total Operating Income / (Loss)	$	2,244		$	(636	)	$	54		$	(3,681	)

We generate revenue from various sources such as advertising customers, magazine circulation and licensing partners. Publishing is our largest business segment, accounting for 59% of our total revenues for the six months ended June 30, 2014. Publishing segment revenues are comprised of advertising sales, magazine subscriptions and newsstand sales of Martha Stewart Living, Martha Stewart Weddings and special weddings issues, as well as royalties from our book business. Publishing segment revenue also includes advertising revenue generated from our digital properties, primarily marthastewart.com, as well as revenue derived from the digital distribution of our video content. Merchandising segment revenues are generated from the licensing of our trademarks and designs for a variety of products sold at multiple price points through a wide range of distribution channels. Our retail partnerships include our programs at The Home Depot, Macy's, J.C. Penney and PetSmart. Our wholesale partnerships include Avery, through December 2014, for our Martha Stewart Home Office line (currently sold at Staples) and Wilton Properties, Plaid Enterprises and Orchard Yarn and Thread, Inc. (d/b/a Lion Brand Yarn) for our Martha Stewart Crafts program (currently sold at Michaels and other crafts stores), as well as with a variety of wholesale partnerships to produce products under the Emeril brand. Merchandising segment revenues are also derived from the licensing of talent services for television programming produced by or on behalf of third parties. Broadcasting segment revenues include our limited television production operations, television content library licensing and satellite radio operations.

We incur expenses primarily consisting of compensation and related charges across all segments. In addition, we incur expenses related to the physical costs associated with producing and distributing magazines, the editorial costs associated with creating content across our media platforms, the selling and promotion costs that support our advertising, marketing, circulation marketing and research efforts, the technology costs associated with our digital properties and the costs associated with producing and distributing our video programming. We also incur general overhead costs, including facilities and related expenses.

15

Detailed segment operating results for the three and six months ended June 30, 2014 and 2013 are summarized below:

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			2014 (unaudited)			2013 (unaudited)
Segment Revenues:
Publishing	$	22,229		$	24,190		$	41,735		$	48,672
Merchandising	14,719			16,116			27,803			27,623
Broadcasting	672			1,892			1,350			3,127
TOTAL REVENUES	37,620			42,198			70,888			79,422
Segment Operating Costs and Expenses:
Publishing	(23,979		)	(29,969		)	(46,235		)	(58,130		)
Merchandising	(3,724		)	(4,409		)	(7,508		)	(10,230		)
Broadcasting	(803		)	(827		)	(1,288		)	(1,101		)
TOTAL OPERATING COSTS AND EXPENSES Before Corporate Expenses and Gain on Sale of Subscriber List, Net	(28,506		)	(35,205		)	(55,031		)	(69,461		)
Publishing - Gain on sale of subscriber list, net	—			35			—			2,724
Segment Operating Income / (Loss):
Publishing	(1,750		)	(5,744		)	(4,500		)	(6,734		)
Merchandising	10,995			11,707			20,295			17,393
Broadcasting	(131		)	1,065			62			2,026
Total Segment Operating Income Before Corporate Expenses	9,114			7,028			15,857			12,685
Corporate Expenses *	(6,870		)	(7,664		)	(15,803		)	(16,366		)
TOTAL OPERATING INCOME / (LOSS)	$	2,244		$	(636	)	$	54		$	(3,681	)

* Corporate expenses include unallocated costs of items such as compensation and related costs for certain departments, such as executive (including Martha Stewart, our Founder and Chief Creative Officer), finance, legal, human resources, corporate communications, office services and information technology, as well as allocated portions of rent and related expenses for these departments that reflect current utilization of office space. Unallocated Corporate expenses are directed and controlled by central management and not by our segment management, and therefore are not included as part of our segment operating performance.

16

Three months ended June 30, 2014 Operating Results Compared to Three Months ended June 30, 2013 Operating Results

For the three months ended June 30, 2014, total revenues decreased 11%, compared to the three months ended June 30, 2013, due to lower print advertising revenue, lower Merchandising segment royalty revenue and lower television sponsorship revenue. These revenue declines were partially offset by higher digital advertising revenue and a non-recurring benefit from our books business.

Our operating costs and expenses before Corporate expenses for three months ended June 30, 2014 decreased $6.7 million or 19% from the prior-year period. This decrease was primarily due to lower production, distribution and editorial costs in our Publishing segment, which included lower physical costs associated with producing and distributing Martha Stewart Living, as well as savings from lower editorial headcount as a result of 2013 restructuring activities. Publishing segment costs also decreased from lower selling and promotion expenses. Total operating costs and expenses before Corporate expenses were also lower from decreased Merchandising expenses, primarily from lower compensation related costs.

Corporate expenses decreased 10% for the three months ended June 30, 2014, as compared to the prior-year period, due to lower legal fees and general cost savings.

Six months ended June 30, 2014 Operating Results Compared to Six Months ended June 30, 2013 Operating Results

For the six months ended June 30, 2014, total revenues decreased 11%, compared to the six months ended June 30, 2013, primarily due to lower print and digital advertising revenues, as well as lower circulation revenues. A portion of the decrease in print advertising and circulation revenues was attributable to revenues earned during the six months ended June 30, 2013 from the special interest publication, Cakes and Cupcakes, the final issue of Whole Living and several Everyday Food supplements, with no comparable revenue in the current-year period. In addition, total revenues decreased due to lower Broadcasting segment revenues.

Our operating costs and expenses before Corporate expenses for the six months ended June 30, 2014 decreased $14.4 million or 21% from the prior-year period. This decrease was primarily due to lower production, distribution and editorial costs in our Publishing segment, which included savings from the three print publications (Cakes and Cupcakes, Whole Living and Everyday Food) that were not produced during the six months ended June 30, 2014. Additionally, there were savings from lower editorial headcount as a result of 2013 restructuring activities, as well as lower physical costs associated with producing and distributing Martha Stewart Living. Publishing segment costs also decreased from lower selling and promotion expenses. Total operating costs and expenses before Corporate expenses were also lower from decreased Merchandising expenses, primarily from lower compensation related costs.

The six months ended June 30, 2013 included the net gain on the sale of the Whole Living subscriber list of $2.7 million, with no comparable gain in the current-year period.

Corporate expenses decreased 3% for the six months ended June 30, 2014, as compared to the prior-year period, due to lower legal fees and general cost savings, partially offset by an increase of $2.0 million in depreciation and amortization expense. The increase in depreciation and amortization was the result of the non-recurring accelerated amortization of leasehold improvements related to vacating 21% of our primary office space during February 2014. The company-wide decrease in rent expense attributable to this office consolidation was allocated to our business segments based on current utilization of office space.

Liquidity

During the six months ended June 30, 2014, our overall cash, cash equivalents and short-term investments increased $15.5 million from December 31, 2013. The increase was primarily due to the collection of receivables from royalties and advertising. Cash, cash equivalents and short-term investments were $61.7 million and $46.2 million as of June 30, 2014 and December 31, 2013, respectively.

17

Comparison of the three months ended June 30, 2014 to the three months ended June 30, 2013

PUBLISHING SEGMENT

	Three months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Publishing Segment Revenues
Print advertising	$	9,259		$	12,182		$	(2,923	)
Digital advertising	5,879			5,379			500
Circulation	6,336			6,437			(101		)
Books	416			16			400
Other	339			176			163
Total Publishing Segment Revenues	22,229			24,190			(1,961		)
Production, distribution and editorial	(12,863		)	(16,034		)	3,171
Selling and promotion	(9,621		)	(11,771		)	2,150
General and administrative	(1,342		)	(1,750		)	408
Depreciation and amortization	(153		)	(274		)	121
Restructuring charges	—			(140		)	140
Gain on sale of subscriber list, net	—			35			(35		)
Publishing Segment Operating Loss	$	(1,750	)	$	(5,744	)	$	3,994

Publishing segment revenues decreased 8% for the three months ended June 30, 2014, compared to the three months ended June 30, 2013, primarily due to a decrease in print advertising revenue of $2.9 million from fewer advertising pages sold at lower rates for both Martha Stewart Living and Martha Stewart Weddings. In addition, the three months ended June 30, 2013 included $0.3 million of advertising revenue from an Everyday Food supplement, with no comparable revenue in the current-year period. Digital advertising revenue increased $0.5 million due to higher display advertising units sold partially offset by lower display advertising rates. Circulation revenue was essentially equal to the prior-year period with moderate increases in newsstand revenue offset by slight declines in subscription revenue. Revenue from Emeril Lagasse branded books included a non-recurring benefit of $0.4 million during the three months ended June 30, 2014 from the early termination of our agreement with HarperCollins Publishers, which arrangement has been replaced with Time Home Entertainment.

Production, distribution and editorial expenses decreased $3.2 million primarily due to lower physical costs associated with producing and distributing Martha Stewart Living from fewer advertising and editorial pages. In addition, editorial expenses decreased as a result of lower editorial headcount from 2013 restructuring activities. Selling and promotion expenses decreased $2.2 million primarily due to lower advertising sales and marketing headcount and lower commissions on decreased advertising revenues. In addition, the prior-year period included expenses associated with the advertising and marketing event, American Made by Martha Stewart, with no comparable expenses during the three months ended June 30, 2014. Selling and promotion expenses also decreased from lower circulation expenses associated with subscription fulfillment of Martha Stewart Living. These decreases in selling and promotion expenses were partially offset by higher costs associated with the increase in digital revenues. General and administrative expenses decreased $0.4 million primarily due to lower allocated rent expense of $0.3 million, which was offset by an increase in our Corporate rent allocation to reflect current utilization of office space.

18

MERCHANDISING SEGMENT

	Three months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Merchandising Segment Revenues
Royalty and other	$	14,719		$	16,116		$	(1,397	)
Total Merchandising Segment Revenues	14,719			16,116			(1,397		)
Production, distribution and editorial	(1,721		)	(2,322		)	601
Selling and promotion	(466		)	(507		)	41
General and administrative	(1,527		)	(1,568		)	41
Depreciation and amortization	(10		)	(12		)	2
Merchandising Segment Operating Income	$	10,995		$	11,707		$	(712	)

Merchandising segment revenues decreased 9% for the three months ended June 30, 2014, compared to the three months ended June 30, 2013, primarily due to the timing of recognition of royalty revenue from our commercial agreement with J.C. Penney. During the three months ended June 30, 2013, we recognized revenue from J.C. Penney that included royalty revenue pertaining to February and March 2013, which revenue had not been recorded previously due to the uncertainty related to litigation in the prior-year period with Macy's. For the current-year period, we recorded three months of lower royalty revenue from J.C. Penney reflecting fewer licensed categories sold at J.C. Penney. In addition, royalty and other revenue declined due to lower royalties from our expiring home office product line with Avery, lower sales at The Home Depot, and the impact of certain expired partnerships. These revenue declines were partially offset by the pro rata recognition of non-cash revenue that resulted from the return of 11 million shares of our Class A Common Stock from J.C. Penney, with no comparable revenue during the three months ended June 30, 2013. The return of those shares was the result of the October 21, 2013 amendment with J.C. Penney, which resulted in an initial increase to deferred revenue of approximately $25 million that will be recognized ratably as non-cash revenue through June 30, 2017. In addition, the current-year period included higher revenues related to television talent services provided by Martha Stewart and Emeril Lagasse.

Production, distribution and editorial expenses decreased $0.6 million primarily due to a decrease in compensation related costs from the reduction of headcount. The decrease in general and administrative expenses included $0.1 million from lower allocated rent expense that was offset by an increase in our Corporate rent allocation to reflect current utilization of office space.

19

BROADCASTING SEGMENT

	Three months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Broadcasting Segment Revenues
Advertising	$	547		$	1,689		$	(1,142	)
Licensing and other	125			203			(78		)
Total Broadcasting Segment Revenues	672			1,892			(1,220		)
Production, distribution and editorial	(712		)	(783		)	71
Selling and promotion	(78		)	(18		)	(60		)
General and administrative	(12		)	(25		)	13
Depreciation and amortization	(1		)	(1		)	—
Broadcasting Segment Operating (Loss) / Income	$	(131	)	$	1,065		$	(1,196	)

Broadcasting segment revenues decreased $1.2 million for the three months ended June 30, 2014, compared to the three months ended June 30, 2013, due to a decrease in advertising revenue of $1.1 million from lower sponsorship revenue related to our programming on PBS. The current-year period included the third season of Martha Bakes, as compared to the second seasons of Martha Stewart's Cooking School and Martha Bakes on PBS during the prior-year period.

Broadcasting segment expenses during the three months ended June 30, 2014 were essentially equal to the prior-year period.

20

CORPORATE

	Three months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
General and administrative	$	(6,205	)	$	(6,813	)	$	608
Depreciation and amortization	(665		)	(839		)	174
Restructuring charges	—			(12		)	12
Corporate Operating Costs and Expenses	$	(6,870	)	$	(7,664	)	$	794

Corporate operating costs and expenses decreased 10% for the three months ended June 30, 2014, compared to the three months ended June 30, 2013, due to a decrease in general and administrative expenses of $0.6 million from lower legal and related fees and general cost savings. The prior-year period included costs incurred related to the then ongoing litigation with Macy's. In addition, total rent expense decreased due to savings from vacating approximately 21% of our primary office space in February 2014. For Corporate, total company-wide rent savings were offset by $0.4 million in higher allocated rent expense to Corporate from the reallocation of rent charged to reflect current utilization of office space. The increase in rent allocated to Corporate was offset by a decrease in our Publishing and Merchandising segment rent allocation, as discussed above.

OTHER ITEMS

Net Income / (Loss). Net income was $1.8 million for the three months ended June 30, 2014, compared to net loss of $(1.2) million for the three months ended June 30, 2013, as a result of the factors described above.

21

Comparison of the six months ended June 30, 2014 to the six months ended June 30, 2013

PUBLISHING SEGMENT

	Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Publishing Segment Revenues
Print advertising	$	18,944		$	22,877		$	(3,933	)
Digital advertising	9,093			10,168			(1,075		)
Circulation	12,604			14,355			(1,751		)
Books	579			831			(252		)
Other	515			441			74
Total Publishing Segment Revenues	41,735			48,672			(6,937		)
Production, distribution and editorial	(26,012		)	(33,223		)	7,211
Selling and promotion	(17,268		)	(20,835		)	3,567
General and administrative	(2,632		)	(3,403		)	771
Depreciation and amortization	(323		)	(529		)	206
Restructuring charges	—			(140		)	140
Gain on sale of subscriber list, net	—			2,724			(2,724		)
Publishing Segment Operating Loss	$	(4,500	)	$	(6,734	)	$	2,234

Publishing segment revenues decreased 14% for the six months ended June 30, 2014, compared to the six months ended June 30, 2013, primarily due to a decrease in print advertising revenue of $3.9 million from fewer advertising pages sold at lower rates for both Martha Stewart Living and Martha Stewart Weddings. In addition, the six months ended June 30, 2013 included $0.8 million of advertising revenue from the final issue of Whole Living and several Everyday Food supplements, with no comparable revenue in the current-year period. Digital advertising revenue decreased $1.1 million due to lower advertising rates and fewer display and video advertising units sold for the six months ended June 30, 2014 as compared to the prior-year period. Circulation revenue decreased $1.8 million primarily due to $1.2 million of prior-year period newsstand revenue from the special interest publication, Cakes and Cupcakes, and newsstand and subscription revenues from the final issue of Whole Living, with no comparable revenues during the six months ended June 30, 2014. In addition, subscription revenue from Martha Stewart Living decreased due to an average lower rate per copy. Royalties from Martha Stewart books from our multi-book agreement with The Crown Publishing Group (Clarkson Potter) decreased $0.3 million due to the delivery of a high-value manuscript during the six months ended June 30, 2013, with no similar manuscript delivery in the current-year period. The decrease in books revenue was partially offset by a non-recurring benefit during the six months ended June 30, 2014 from the early termination of our agreement with HarperCollins Publishers related to Emeril Lagasse branded books, which arrangement has been replaced with Time Home Entertainment.

Production, distribution and editorial expenses decreased $7.2 million primarily due to $1.9 million in costs related to the final issue of Whole Living, the special interest publication, Cakes and Cupcakes, and several Everyday Food supplements, with no comparable expenses during the six months ended June 30, 2014. In addition, editorial expenses decreased as a result of lower editorial headcount from 2013 restructuring activities. Physical costs associated with producing and distributing Martha Stewart Living were also lower due to fewer advertising and editorial pages. Selling and promotion expenses decreased $3.6 million primarily due to lower advertising sales and marketing headcount and lower commissions on decreased advertising revenues. In addition, the prior-year period included expenses associated with the advertising and marketing event, American Made by Martha Stewart, with no comparable expenses during the six months ended June 30, 2014. Selling and promotion expenses also decreased from lower circulation expenses associated with subscription fulfillment of Martha Stewart Living. These decreases in selling and promotion expenses were partially offset by higher costs associated with digital advertising sales efforts. General and administrative expenses decreased $0.8 million primarily due to lower allocated rent expense of $0.6 million, which was offset by an increase in our Corporate rent allocation to reflect current utilization of office space.

During the six months ended June 30, 2013, we sold our Whole Living subscriber list for an aggregate net gain of $2.7 million, with no comparable gain in the current-year period. Pursuant to this sale, the subscription contracts for the print and digital editions of Whole Living, as well as the rights and benefits of the subscribers, were transferred to the buyer in exchange for cash. As a result of selling the Whole Living subscriber list, and thus transferring the subscription liability fulfillment obligation to the buyer, we also recognized the remaining deferred subscription revenue.

22

MERCHANDISING SEGMENT

	Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Merchandising Segment Revenues
Royalty and other	$	27,803		$	27,623		$	180
Total Merchandising Segment Revenues	27,803			27,623			180
Production, distribution and editorial	(3,576		)	(5,526		)	1,950
Selling and promotion	(853		)	(1,094		)	241
General and administrative	(3,050		)	(3,191		)	141
Depreciation and amortization	(29		)	(27		)	(2		)
Restructuring charges	—			(392		)	392
Merchandising Segment Operating Income	$	20,295		$	17,393		$	2,902

Merchandising segment revenues increased 1% for the six months ended June 30, 2014, compared to the six months ended June 30, 2013, primarily due to the pro rata recognition of non-cash revenue that resulted from the return of 11 million shares of our Class A Common Stock from J.C. Penney. The return of those shares was the result of the October 21, 2013 amendment with J.C. Penney, which resulted in an initial increase to deferred revenue of approximately $25 million that will be recognized ratably as non-cash revenue through June 30, 2017. In addition, the current-year period included higher revenues related to television talent services provided by Martha Stewart and Emeril Lagasse. The increases in royalty and other revenues were partially offset by lower design fees and royalties from J.C. Penney, lower sales at The Home Depot and lower royalties from our expiring home office product line with Avery, as well as the impact of certain expired partnerships.

Production, distribution and editorial expenses decreased $2.0 million primarily due to a decrease in compensation related costs, including the reduction of employees who had supported the J.C. Penney design efforts in the prior-year period. Selling and promotion expenses decreased $0.2 million primarily due to lower expenses related to J.C. Penney marketing efforts. General and administrative expenses decreased $0.1 million primarily due to lower allocated rent expense of $0.2 million, which was offset by an increase in our Corporate rent allocation to reflect current utilization of office space. During the six months ended June 30, 2013, we incurred restructuring charges of $0.4 million that represented employee severance costs.

23

BROADCASTING SEGMENT

	Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
Broadcasting Segment Revenues
Advertising	$	876		$	1,678		$	(802	)
Licensing and other	474			1,449			(975		)
Total Broadcasting Segment Revenues	1,350			3,127			(1,777		)
Production, distribution and editorial	(1,121		)	(1,004		)	(117		)
Selling and promotion	(141		)	(18		)	(123		)
General and administrative	(24		)	(54		)	30
Depreciation and amortization	(2		)	(25		)	23
Broadcasting Segment Operating Income	$	62		$	2,026		$	(1,964	)

Broadcasting segment revenues decreased $1.8 million for the six months ended June 30, 2014, compared to the six months ended June 30, 2013. Advertising revenue decreased $0.8 million due to lower fees earned from sponsorship revenue related to the third seasons of Martha Stewart's Cooking School and Martha Bakes on PBS with lower rates, as compared to the prior-year period's second seasons of those shows on PBS. Licensing and other revenue decreased $1.0 million primarily due to the inclusion in the prior-year period of cable retransmission royalties associated with the historical distribution rights to air The Martha Stewart Show, and lower international television licensing revenue for the six months ended June 30, 2014, as compared to the prior-year period.

Production, distribution and editorial expenses increased $0.1 million primarily due to higher costs associated with producing and distributing the third seasons of Martha Stewart's Cooking School and Martha Bakes on PBS, as compared to the prior-year period's second seasons of those shows. Selling and promotion expenses increased $0.1 million due to the inclusion of headcount to support advertising sales efforts.

24

CORPORATE

	Six months ended June 30,
(in thousands)	2014 (unaudited)			2013 (unaudited)			Better / (Worse)
General and administrative	$	(12,289	)	$	(14,711	)	$	2,422
Depreciation and amortization	(3,514		)	(1,512		)	(2,002		)
Restructuring charges	—			(143		)	143
Corporate Operating Costs and Expenses	$	(15,803	)	$	(16,366	)	$	563

Corporate operating costs and expenses decreased 3% for the six months ended June 30, 2014, compared to the six months ended June 30, 2013. General and administrative expenses decreased $2.4 million primarily due to lower legal and related fees and general cost savings. The prior-year period included costs related to the then ongoing litigation with Macy's. In addition, total rent expense decreased due to savings from vacating approximately 21% of our primary office space in February 2014. For Corporate, total company-wide rent savings were offset by $0.8 million in higher allocated rent expense to Corporate from the reallocation of rent charged to reflect current utilization of office space. The increase in rent allocated to Corporate was offset by a decrease in our Publishing and Merchandising segment rent allocation, as discussed above. Depreciation and amortization increased $2.0 million due to the non-recurring accelerated amortization of leasehold improvements related to vacating 21% of our primary office space.

OTHER ITEMS

Income tax benefit/(provision). The six months ended June 30, 2014 included a non-recurring tax benefit that resulted from the impact of the 2014 New York corporate tax reform on our effective tax rate used to value deferred tax liabilities.

Net loss. Net loss was $(0.8) million for the six months ended June 30, 2014, compared to net loss of $(4.5) million for the six months ended June 30, 2013, as a result of the factors described above.

25

Liquidity and Capital Resources

Overview

During the six months ended June 30, 2014, our overall cash, cash equivalents and short-term investments increased $15.5 million from December 31, 2013. The increase was primarily due to the collection of receivables from royalties and advertising. Cash, cash equivalents and short-term investments were $61.7 million and $46.2 million as of June 30, 2014 and December 31, 2013, respectively.

On May 19, 2014, we entered into an Amendment to the Amended and Restated Loan Agreement between the Company and Bank of America, N.A., dated February 14, 2012, (the "Amended Credit Agreement"), which provided for the continued arrangement for a line of credit with Bank of America, N.A. of $5.0 million. Borrowings under this line of credit are available for investment opportunities, working capital, and the issuance of letters of credit. As of June 30, 2014, we had no borrowings against our line of credit. We believe that our available cash and cash equivalent balances and short-term investments, along with our line of credit, will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months.

Cash Flows from Operating Activities

Our cash inflows from operating activities are generated by our business segments from revenues, as described previously, which include cash from advertising and magazine customers and licensing partners. Operating cash outflows generally include: employee and related costs; physical costs associated with producing and distributing magazines; editorial costs associated with creating content across our media platforms; selling and promotion costs that support our advertising, marketing, circulation marketing and research efforts; technology costs associated with our digital properties; costs associated with producing and distributing our video programming; and costs of facilities.

Cash provided by/(used in) operating activities was $15.5 million and $(0.4) million for the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, we collected $16.5 million in cash from receivables outstanding as of December 31, 2013 related to royalties and advertising. In addition, our net loss included non-cash charges, net of non-cash revenues, of $2.8 million, including the non-recurring accelerated amortization of leasehold improvements related to vacating 21% of our primary office space. Cash provided by operating activities was partially offset by $3.0 million of cash used to pay certain payroll and related liabilities, including severance payments, which were expensed during 2013.

Cash Flows from Investing Activities

Our cash inflows from investing activities generally include proceeds from the sale of short-term investments. Investing cash outflows generally include purchases of short-term investments and additions to property and equipment.

Cash (used in)/provided by investing activities was $(24.8) million and $3.2 million for the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, cash used in investing activities primarily consisted of net purchases of short-term investments. We also used $0.5 million in cash for incremental capital improvements to our information technology infrastructure and to our corporate office space.

Cash Flows from Financing Activities

Cash flows provided by/(used in) financing activities were $1.5 million and $(0.4) million for the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, cash provided by financing activities represented proceeds from the exercise of stock options for our Class A Common Stock issued under our equity incentive plans. Additionally, in connection with the Amended Credit Agreement, we are no longer obligated to secure our line of credit with cash or investment collateral and therefore released the restricted cash and investments that had been presented as a component of current assets on the consolidated balance sheets.

Debt

Borrowings under our $5.0 million line of credit, pursuant to the Amended Credit Agreement, are available for investment opportunities, working capital, and the issuance of letters of credit. The annual interest rate on outstanding amounts is equal to a floating rate of 1-month LIBOR Daily Floating Rate plus 1.85%. The annual unused commitment fee is equal to 0.25%.

Prior to the Amended Credit Agreement, our line of credit had been obligated to be secured by cash or investment collateral of at least $5.0 million. Accordingly, we maintained restricted investments of $4.5 million and restricted cash of $0.6 million as of December 31, 2013. The aggregate of these amounts was included in the line item "Restricted cash and investments," a component of current assets, on the consolidated balance sheets as of December 31, 2013.

26

Pursuant to the Amended Credit Agreement, the line of credit is no longer secured by cash or investment collateral; instead we must maintain unencumbered liquid assets having an aggregate market value of not less than 100% of any outstanding principal amounts, in addition to the aggregate standby letters of credit issued, under the facility.

The Amended Credit Agreement expires on June 30, 2015, at which time outstanding amounts borrowed under the agreement, if any, become due and payable. As of June 30, 2014 and December 31, 2013, the Company had no outstanding borrowings against its line of credit, but had outstanding letters of credit of $1.0 million and $1.6 million, respectively.

Seasonality and Quarterly Fluctuations

Our businesses can experience fluctuations in quarterly performance. Our Publishing segment results can vary from quarter to quarter due to publication schedules (see chart below) and seasonality of certain types of advertising. In addition, advertising revenue on marthastewart.com and our other websites is tied to traffic, among other key factors, and is typically highest in the fourth quarter of the year and during national and religious holiday periods. Certain newsstand costs vary from quarter to quarter, particularly newsstand display marketing costs associated with the distribution of our magazines. These costs typically have a three-year life cycle, but the initial expenses can vary significantly. Revenues from our Merchandising segment can vary significantly from quarter to quarter due to changes in product mix, new product launches and the seasonal performance of certain product lines.

	First Quarter	Second Quarter
2014 Magazine Publication Schedule:
Martha Stewart Living	3 Issues	3 Issues
Martha Stewart Weddings	1 Issue	1 Issue
Special Interest Publications *	—	1 Issue
2013 Magazine Publication Schedule:
Martha Stewart Living	3 Issues	3 Issues
Martha Stewart Weddings	1 Issue	1 Issue
Whole Living **	1 Issue	—
Special Interest Publications ***	1 Issue	1 Issue

* Special Interest Publications for the six months ended June 30, 2014 consisted of one special weddings issue.

** Whole Living was discontinued after the January/February 2013 issue.

*** Special Interest Publications for the six months ended June 30, 2013 consisted of Cakes and Cupcakes and one special weddings issue.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

General

Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 2013 Form 10-K. We consider an accounting estimate to be critical if it requires assumptions to be made that were uncertain at the time the estimate was made. Changes in these estimates or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, allowance for doubtful accounts and sales returns, valuation of long-lived assets, goodwill and other intangible assets, income taxes, and non-cash equity compensation. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates.

Our critical accounting policies and estimates are discussed in detail in the 2013 Form 10-K, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” especially under the heading, “Critical Accounting Policies and Estimates.”

27

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to our market rate risk for changes in interest rates, as those rates relate to our investment portfolio, from our market risk previously disclosed in our 2013 Form 10-K, under the heading Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) required by Exchange Act Rules 13a-15(b) or 15d-15(b), as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of that date to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have determined that, during the second quarter of fiscal 2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

28

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are party to legal proceedings in the ordinary course of business, including product liability claims for which we are indemnified by our licensees. None of these proceedings is deemed material.

ITEM 1A. RISK FACTORS

There have been no material changes from risk factors as previously disclosed in our 2013 Form 10-K, under the heading Part I, Item 1A, “Risk Factors.”

ITEM 6. EXHIBITS.

Exhibit Number	Exhibit Title
10.1	Amendment, dated May 19, 2014 to the Amended and Restated Loan Agreement, dated as of February 14, 2012, between Bank of America, N.A. and Martha Stewart Living Omnimedia, Inc.
31.1	Certification of Principal Executive Officer
31.2	Certification of Principal Financial Officer
32	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MARTHA STEWART LIVING OMNIMEDIA, INC.
Date:	July 30, 2014
	/s/ Kenneth P. West
Name:	Kenneth P. West
Title:	Chief Financial Officer
	(Principal Financial Officer and duly authorized officer)

30

EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1	Amendment, dated May 19, 2014 to the Amended and Restated Loan Agreement, dated as of February 14, 2012, between Bank of America, N.A. and Martha Stewart Living Omnimedia, Inc.
31.1	Certification of Principal Executive Officer
31.2	Certification of Principal Financial Officer
32	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document