0001214659-14-003560.txt : 20140514 0001214659-14-003560.hdr.sgml : 20140514 20140514155922 ACCESSION NUMBER: 0001214659-14-003560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140514 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140514 DATE AS OF CHANGE: 20140514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Professional Diversity Network, Inc. CENTRAL INDEX KEY: 0001546296 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 830374250 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35824 FILM NUMBER: 14841421 BUSINESS ADDRESS: STREET 1: 801 W. ADAMS STREET STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 312-614-0950 MAIL ADDRESS: STREET 1: 801 W. ADAMS STREET STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60607 FORMER COMPANY: FORMER CONFORMED NAME: Professional Diversity Network, LLC DATE OF NAME CHANGE: 20120402 8-K 1 o5131438k.htm o5131438k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
 
 
Date of Report: May 14, 2014

Professional Diversity Network, Inc.
(Exact Name of Registrant as specified in its charter)


Delaware
001-35824
80-0900177
(State or other
(Commission File No.)
(IRS Employer
jurisdiction of
  
Identification Number)
incorporation or
    
organization)
    

801 W. Adams Street, Suite 600
Chicago, Illinois 60607
(312) 614-0950
(Address, including zip code, and telephone number
including area code of Registrant’s
principal executive offices)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 2.02 Results of Operations and Financial Condition

On May 14, 2014, Professional Diversity Network, Inc. (the “Company”) issued a press release and is holding a conference call regarding financial results for the first quarter ended March 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information furnished on this Form 8-K, including the exhibit attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
99.1 Press release of Professional Diversity Network, Inc., dated May 14, 2014.
 
 
 
 
 
 
 
 
 
 
SIGNATURES

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


   
PROFESSIONAL DIVERSITY NETWORK, INC.
     
Date: May 14, 2014
    
By:
  
/s/ David Mecklenburger
  
         
David Mecklenburger
         
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX


Exhibit No.
Description
99.1
Press release of Professional Diversity Network, Inc., dated May 14, 2014.
 
 
 
 
 
 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1
 
Professional Diversity Network, Inc. Announces First Quarter 2014 Financial Results
 
CHICAGO – May 14, 2014 (GLOBE NEWSWIRE) – Professional Diversity Network, Inc. (NASDAQ:IPDN), an Internet software and services company specializing in diversity recruitment resources for corporations, government agencies and job seekers, announced today its quarterly financial results for the quarter ended March 31, 2014.
 
Highlights include:
 
 
·
Total revenue recognized for fiscal first quarter of 2014 grew 35% as compared to the first quarter of 2013, from $919,803 to $1,237,653 respectively
 
 
·
Direct sales bookings increased for the third consecutive quarter to $764,000, representing a 526% increase over the first quarter of 2013. First quarter 2014 direct sales bookings include $275,000 from our events division, which was purchased at the end of the third quarter of 2013.
 
 
·
Registered users grew by 9.9% in the first quarter of 2014 compared to a 3.4% growth in the first quarter of 2013.
 
First Quarter 2014 Financial Results
 
For the quarter ended March 31, 2014, the Company reported total revenues of $1,237,653, a 35% increase from $919,803 in the same period one-year prior, attributable primarily to an increase in revenue from direct sales.
 
The Company narrowed its comprehensive net loss by 45% in the fiscal first quarter of 2014 to ($262,543). This is compared to a comprehensive net loss of ($478,378) in the same period one-year prior, attributable primarily to interest earned on investments, an increase in revenue from direct sales and recognition of a tax benefit.
 
Total operating expenditures during the first quarter of 2014 increased by 53% compared to the same period one year prior, from $1,166,778 to $1,789,518 attributable primarily to the investment we made in our direct salesforce, the costs of being a public company and costs of operating our career events.
 
Comprehensive net loss per share for the quarter ended March 31, 2014 was $0.04/share, compared to a comprehensive net loss in the first quarter one-year prior of $0.11/share.
 
Loss from operations during the fiscal first quarter of 2014 was ($551,865) compared to an operating loss of ($246,975) in the first quarter one year prior, representing a 123% loss increase, attributable to our investment in our Sales and Marketing team and costs of being a public company.
 
As of March 31, 2014 total assets for the period were $21,755,815, a decrease from $22,020,197 that the Company reported during for the quarter ended December 31, 2013, attributable to operating losses incurred by the company.
 
“We are pleased with the growth and diversification of our revenues, gains in registered users and reception of our products and services by employers seeking to recruit diverse talent. We will be discussing the details of our quarter on the forthcoming conference call this afternoon," said Professional Diversity Network's CEO James Kirsch.
 
 
 
 

The Company will be hosting a conference call to discuss its full financial results as follows:

First Quarter 2014 Financial Results Conference Call Details:
Date:
Wednesday, May 14, 2014
Time:
4:30PM Eastern / 1:30PM Pacific
Participant Dial-In:
877-407-9205 (Toll Free), 201-689-8054 (International)

It is recommended that participants dial in approximately 10 minutes prior to the start of the 4:30PM Eastern call. There will also be an archived recording of the conference call available under the Investor Relations section of the company website at http://investor.prodivnet.com.

Professional Diversity Network, Inc.
Condensed Statements of Comprehensive Loss (Unaudited)
For the Three Months Ended March 31, 2014 and 2013

   
Three Months Ended March 31,
  
   
2014
    
2013
  
             
Revenues
            
Recruitment services
   $ 816,343     $ 535,680  
Consumer advertising and consumer marketing
solutions revenue
     421,310       384,123  
Total revenues
     1,237,653       919,803  
                 
Costs and expenses:
                
Cost of services
     366,471       239,213  
Sales and marketing
     796,444       455,809  
General and administrative
     535,696       421,066  
Depreciation and amortization
     90,907       55,424  
Gain on sale of property and equipment
     -       (4,734 )
Total costs and expenses
     1,789,518       1,166,778  
                 
Loss from operations
     (551,865 )     (246,975 )
                 
Other income (expense)
                
Interest expense
     -       (155,137 )
Interest and other income
     66,246       5,225  
Other income (expense), net
     66,246       (149,912 )
                 
Change in fair value of warrant liability
     43,809       110,808  
                 
Loss before income taxes
     (441,810 )     (286,079 )
Income tax (benefit) expense
     (179,267 )     195,737  
Net loss
   $ (262,543 )   $ (481,816 )
                 
Other comprehensive (loss) income:
                
Net loss
   $ (262,543 )   $ (481,816 )
Unrealized gains on marketable securities
     -       3,438  
Comprehensive loss
   $ (262,543 )   $ (478,378 )
                 
Net loss per common share, basic and diluted
   $ (0.04 )   $ (0.11 )
                 
Shares used in computing pro forma net loss per
common share:
                
Basic and diluted
     6,316,207       4,307,794  
                 
Pro-forma computation related to conversion to a C
corporation upon completion of initial public offering:
                
Historical pre-tax net loss before taxes
   $ (441,810 )   $ (286,079 )
Pro-forma tax (benefit) provision
     (179,267 )     (164,370 )
Pro-forma net loss
   $ (262,543 )   $ (121,709 )
Pro-forma loss per share - basic and diluted
                
Unaudited pro-forma loss per share
   $ (0.04 )   $ (0.03 )
Weighted average number of shares outstanding
     6,316,207       4,307,794  
 
 
 
 

Professional Diversity Network, Inc.
Condensed Balance Sheets (Unaudited)
March 31, 2014 and December 31, 2013
 
             
   
March 31,
    
December 31,
  
   
2014
    
2013
  
             
Current Assets:
            
Cash and cash equivalents
     10,829,109       18,736,495  
Accounts receivable
     959,957       1,218,112  
Short-term investments
     7,500,341       -  
Prepaid expenses and other current assets
     351,641       99,094  
Total current assets
   $ 19,641,048     $ 20,053,701  
                 
Property and equipment, net
     60,498       54,781  
Security deposits
     12,644       12,644  
Capitalized technology, net
     655,798       692,511  
Goodwill
     735,328       735,328  
Trade name
     90,400       90,400  
Deferred tax asset
     560,099       380,832  
Total assets
   $ 21,755,815     $ 22,020,197  
                 
Current Liabilities:
                
Accounts payable
     399,554       222,961  
Accrued expenses
     263,538       188,462  
Deferred revenue
     814,721       1,024,420  
Warrant liability
     41,412       85,221  
Total current liabilities
   $ 1,519,225     $ 1,521,064  
                 
Commitments and contingencies
                
                 
Stockholders' Equity
                
Common stock, $0.01 par value, 25,000,000 shares
authorized, 6,318,227 shares issued and 6,316,027
shares outstanding as of March 31, 2014 and
December 31, 2013
     63,182       63,182  
Additional paid in capital
     21,883,593       21,883,593  
Accumulated deficit
     (1,698,930 )     (1,436,387 )
Treasury stock, at cost; 2,200 shares at March 31,
2014 and December 31, 2013
     (11,255 )     (11,255 )
Total stockholders' equity
     20,236,590       20,499,133  
                 
Total liabilities and stockholders' equity
   $ 21,755,815     $ 22,020,197  
 
 
 
 

About Professional Diversity Network, Inc.
 
The Professional Diversity Network platform provides employers that value diversity with access to diverse talent to meet their hiring needs. Professional Diversity Network owns and operates professional networking communities including: iHispano.com for Hispanic professionals, BlackCareerNetwork.com for African-American professionals, WomensCareerChannel.com for professional women, Military2Career.com for Veterans, ProAble.net for professionals with disabilities, OutProNet.com for professionals in the LGBT community, and AsianCareerNetwork.com for Asian-American professionals. For more information, visit www.prodivnet.com.

CONTACT: Professional Diversity Network, Inc.
 
David Mecklenburger, CFO
 
312-614-0944
 
dmecklenburger@prodivnet.com
   
   
 
Capital Markets Advisor
 
Merriman Capital, Inc.
 
Douglas Rogers, Managing Director
 
Head of Capital Markets Advisory Group
 
415-248-5612
 
drogers@merrimanco.com
   
Professional Diversity Network, Inc.