Document


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 (Date of earliest event reported): March 30, 2017
https://cdn.kscope.io/2eaa3e254a28114ea5977269da6ea02d-remarklogoa02.jpg
Remark Media, Inc.

Delaware
 
001-33720
 
33-1135689
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
3960 Howard Hughes Parkway, Suite 900
Las Vegas, NV
 
89169
 
702-701-9514
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
 
(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 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 April 5, 2017, Remark Media, Inc. (“we”, “us” or “our”) issued a press release announcing our financial results for the fourth quarter and year ended December 31, 2016, updating portions of a release we issued on March 30, 2017. Copies of the releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively.

The information hereunder shall not be deemed to be “filed” for the 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 incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit Number
 
Description
99.1
     
Press release dated April 5, 2017
99.2
     
Press release dated March 30, 2017






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.

    
 
 
 
 
Remark Media, Inc.
 
 
 
 
 
Date:
April 5, 2017
 
By:
/s/ Douglas Osrow
 
 
 
Name:
Douglas Osrow
 
 
 
Title:
Chief Financial Officer




Exhibit

EXHIBIT 99.1



https://cdn.kscope.io/2eaa3e254a28114ea5977269da6ea02d-remarklogoa02.jpg
CORRECTING and REPLACING Remark Media Reports Fourth Quarter and Full Year 2016 Results

LAS VEGAS, NV - April 5, 2017 - Remark Media, Inc. (NASDAQ: MARK), a global digital media technology company, today issued an update to its financial results for the fourth quarter and full year 2016 as reported in its March 30, 2017 release. In the bulleted presentations comparing financial results for the three months ended and the year ended December 31, 2016 to the same periods of 2015, total cost and expense for the three months ended and the year ended December 31, 2016 should be $24.7 million (previously reported as $23.5 million) and $81.9 million (previously reported as $80.8 million), respectively, and operating loss for the three months ended and the year ended December 31, 2016 should be $9.7 million (previously reported as $8.6 million) and $22.6 million (previously reported as $21.4 million), respectively.

On the Consolidated Statements of Operations presented at the end of the release, the line item Depreciation and amortization should read Depreciation, amortization and impairments, and the amounts for the three months ended and the year ended December 31, 2016 should be $4,057 and $11,458, respectively (previously reported as $2,898 and $10,299, respectively).

In all cases, the bullets and tables have been updated to reflect the revised totals. The conference call discussed in the release was held on March 30, 2017. The updated release reads:

Remark Media Reports Fourth Quarter and Full Year 2016 Results
Increased fourth quarter 2016 revenue by 27% over fourth quarter of 2015

Remark Media, Inc. (NASDAQ: MARK), a global digital media technology company, reported its financial results for the fourth quarter and full year 2016.

“Our fourth quarter performance provides a strong close to a very successful year for us,” said Kai-Shing Tao, Remark Media's Chairman and CEO. “We achieved several developmental and commercialization milestones related to our KanKan Data Intelligence Platform, including our expansion of KanKan from a social media network into a business-to-business solution and the introduction of new products. We are partnering with companies such as Alibaba Cloud and TenCent to deploy enterprise and precision marketing solutions that leverage our unprecedented data set. In fact, our KanKan Open Artificial Intelligence Platform recently received the “best break-through technology” award from Alibaba. Out of 400 companies invited to participate, KanKan was ranked the number one start-up affiliated with the Alibaba eco-system. In addition, we are introducing proprietary products - such as KanKan Social Credit Service - that utilize the KanKan Data Intelligence Platform to address unmet needs in the China marketplace.

“Our Vegas.com business is also performing well, highlighting the operational improvements we have made since the acquisition in 2015. In fact, in 18 months’ time, we have successfully turned around a business with no growth into a business with projected double-digit EBITDA growth on an annual basis. We continue to enhance the technologies and website features that reinforce Vegas.com’s position as the official website for Las Vegas entertainment. In fact, of the top 20 show ticket sales days in Vegas.com history, 18 have occurred since Christmas Day of 2016, and all 20 have occurred since we acquired Vegas.com in September 2015.




“In addition, our acquisition of FansTang during the third quarter of 2016 provided us with a comprehensive digital media content platform and a prominent portfolio of partnerships with leading brands around the world. We believe we have established a formidable set of synergistic assets, each of which presents significant monetization opportunities in the months and years ahead. We are excited about our ability to accelerate our growth in 2017.”


Financial Results for the Three Months Ended December 31st: 2016 Compared to 2015
The company’s fourth quarter 2016 results reflect the acquisition of FansTang, which occurred in September 2016, whereas the prior year financials do not.
Net revenue was $15.0 million, compared to $11.8 million.
Total cost and expense was $24.7 million, compared to $19.0 million.
Operating loss was $9.7 million, compared to $7.2 million.
Net loss was $8.6 million, or $0.40 per diluted share, compared to $14.1 million, or $0.72 per diluted share.
At December 31, 2016, the cash and cash equivalents balance was $6.9 million, and total restricted cash was $11.7 million, bringing the total combined cash position to $18.5 million.


Financial Results for the Year Ended December 31st: 2016 Compared to 2015
The financial results for the full year 2016 period reflect the operating results of Vegas.com, which was acquired in September 2015.
Net revenue was $59.3 million, compared to $14.2 million.
Total cost and expense was $81.9 million, compared to $36.8 million.
Operating loss was $22.6 million, compared to $22.6 million.
Net loss was $31.7 million, or $1.54 per diluted share, and included a loss on extinguishment of debt of $9.2 million. This compared to $31.4 million, or $2.06 per diluted share for the year ended December 31, 2015.


Conference Call Information
Remark Media’s management team will hold a conference call today, March 30, 2017, at 4:30 p.m. ET / 1:30 p.m. PT to discuss its fourth quarter and full year 2016 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 1-877-440-5787 and for international calls dial 1-719-325-2145 approximately 10 minutes prior to the start of the conference. The conference ID is 9327076. The conference call will also be broadcast live over the Internet and available for replay for one year at www.remarkmedia.com. In addition, a replay of the call will be available via telephone for two business days, beginning two hours after the call. To listen to the replay, U.S. callers may dial 1-844-512-2921, and international callers may dial 1-412-317-6671. Enter access code 9327076.

About Remark Media, Inc.
Remark Media, Inc. (NASDAQ: MARK) owns, operates and acquires innovative digital media properties across multiple verticals that deliver culturally relevant, dynamic content that attracts and engages users on a global scale.  The company leverages its unique digital media assets to target the Millennial demographic, which provides it with access to fast-growing, lucrative markets.  The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. For more information, please visit the company’s website at www.remarkmedia.com.

Forward-Looking Statements
This press release may contain forward-looking statements, including information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including



those discussed in Part I, Item 1A. Risk Factors in Remark Media's Annual Report on Form 10-K and Remark Media’s other filings with the SEC. Any forward-looking statements reflect Remark Media’s current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given such uncertainties, you should not place undue reliance on any forward-looking statements, which represent Remark Media’s estimates and assumptions only as of the date hereof. Except as required by law, Remark Media undertakes no obligation to update or revise publicly any forward-looking statements after the date hereof, whether as a result of new information, future events or otherwise.

Investor Contact:
Douglas Osrow
Remark Media, Inc.
dosrow@remarkmedia.com
702-701-9514 ext. 3025

Investor Relations Contact:
Becky Herrick/ Kirsten Chapman
LHA Investor Relations
remarkmedia@lhai.com
415-433-3777
[Tables to follow]



REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2016

 
December 31,
 
2016
 
2015
Assets
 
 
 
Cash and cash equivalents
$
6,893

 
$
5,422

Restricted cash
9,405

 
9,416

Trade accounts receivable, net
1,372

 
746

Prepaid expense and other current assets
3,323

 
2,637

Notes receivable, current
181

 
172

Total current assets
21,174

 
18,393

Restricted cash
2,250

 
2,250

Notes receivable
190

 
371

Property and equipment, net
15,531

 
17,338

Investment in unconsolidated affiliate
1,030

 
1,030

Intangibles, net
37,406

 
34,867

Goodwill
26,763

 
20,337

Other long-term assets
1,355

 

Total assets
$
105,699

 
$
94,586

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
16,546

 
$
14,422

Accrued expense and other current liabilities
14,967

 
11,827

Deferred merchant booking
6,991

 
6,997

Deferred revenue
4,072

 
3,262

Current maturities of long-term debt
100

 
100

Capital lease obligations
179

 
205

Total current liabilities
42,855

 
36,813

Long-term debt, less current portion and net of unamortized discount and debt issuance cost
37,825

 
23,616

Warrant liability
25,030

 
19,195

Other liabilities
2,589

 
2,904

Total liabilities
108,299

 
82,528

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued

 

Common stock, $0.001 par value; 100,000,000 shares and 50,000,000 shares authorized; 22,232,004 and 19,659,362 shares issued and outstanding; each at December 31, 2016 and 2015, respectively
22

 
20

Additional paid-in-capital
190,507

 
173,477

Accumulated other comprehensive loss
(16
)
 
(5
)
Accumulated deficit
(193,113
)
 
(161,434
)
Total stockholders’ equity (deficit)
(2,600
)
 
12,058

Total liabilities and stockholders’ equity
$
105,699

 
$
94,586




REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Periods Ended December 31, 2016

 
Quarter ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Revenue, net
14,957

 
11,789

 
59,328

 
14,229

 
 
 
 
 
 
 
 
Cost and expense
 
 
 
 
 
 
 
Cost of revenue (excluding depreciation and amortization)
3,318

 
2,280

 
11,155

 
2,536

Sales and marketing
4,192

 
4,186

 
19,541

 
5,031

Technology and development
892

 
954

 
2,796

 
1,187

General and administrative
12,209

 
8,953

 
36,460

 
24,317

Depreciation, amortization and impairments
4,057

 
2,372

 
11,458

 
3,281

Other operating expense
9

 
265

 
515

 
454

Total cost and expense
24,677

 
19,010

 
81,925

 
36,806

 
 
 
 
 
 
 
 
Operating loss
(9,720
)
 
(7,221
)
 
(22,597
)
 
(22,577
)
Other income (expense) and gain (loss)
 
 
 
 
 
 
 
Debt conversion expense

 

 

 
(1,469
)
Interest expense
(1,036
)
 
(1,219
)
 
(4,685
)
 
(1,927
)
Other income (loss), net

 
29

 
29

 
(50
)
Loss on extinguishment of debt

 

 
(9,157
)
 

Change in fair value of warrant liability
3,099

 
(5,673
)
 
5,790

 
(5,432
)
Other gain (loss)
(209
)
 
2

 
(313
)
 
8

Total other income (expense), net
1,854

 
(6,861
)
 
(8,336
)
 
(8,870
)
 
 
 
 
 
 
 
 
Loss before income taxes
(7,866
)
 
(14,082
)
 
(30,933
)
 
(31,447
)
Provision for income taxes
(746
)
 

 
(746
)
 

Net loss
(8,612
)
 
(14,082
)
 
(31,679
)
 
(31,447
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding, basic and diluted
21,796

 
19,448

 
20,529

 
15,278

Net loss per share, basic and diluted
(0.40
)
 
(0.72
)
 
(1.54
)
 
(2.06
)

###



Exhibit

EXHIBIT 99.2

https://cdn.kscope.io/2eaa3e254a28114ea5977269da6ea02d-remarklogoa02.jpg
Remark Media Reports Fourth Quarter and Full Year 2016 Results
Increased fourth quarter 2016 revenue by 27% over fourth quarter of 2015
To hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss financial results

LAS VEGAS, NV - March 30, 2017 - Remark Media, Inc. (NASDAQ: MARK), a global digital media technology company, reported its financial results for the fourth quarter and full year 2016.

“Our fourth quarter performance provides a strong close to a very successful year for us,” said Kai-Shing Tao, Remark Media's Chairman and CEO. “We achieved several developmental and commercialization milestones related to our KanKan Data Intelligence Platform, including our expansion of KanKan from a social media network into a business-to-business solution and the introduction of new products. We are partnering with companies such as Alibaba Cloud and TenCent to deploy enterprise and precision marketing solutions that leverage our unprecedented data set. In fact, our KanKan Open Artificial Intelligence Platform recently received the “best break-through technology” award from Alibaba. Out of 400 companies invited to participate, KanKan was ranked the number one start-up affiliated with the Alibaba eco-system. In addition, we are introducing proprietary products - such as KanKan Social Credit Service - that utilize the KanKan Data Intelligence Platform to address unmet needs in the China marketplace.

“Our Vegas.com business is also performing well, highlighting the operational improvements we have made since the acquisition in 2015. In fact, in 18 months’ time, we have successfully turned around a business with no growth into a business with projected double-digit EBITDA growth on an annual basis. We continue to enhance the technologies and website features that reinforce Vegas.com’s position as the official website for Las Vegas entertainment. In fact, of the top 20 show ticket sales days in Vegas.com history, 18 have occurred since Christmas Day of 2016, and all 20 have occurred since we acquired Vegas.com in September 2015.

“In addition, our acquisition of FansTang during the third quarter of 2016 provided us with a comprehensive digital media content platform and a prominent portfolio of partnerships with leading brands around the world. We believe we have established a formidable set of synergistic assets, each of which presents significant monetization opportunities in the months and years ahead. We are excited about our ability to accelerate our growth in 2017.”


Financial Results for the Three Months Ended December 31st: 2016 Compared to 2015
The company’s fourth quarter 2016 results reflect the acquisition of FansTang, which occurred in September 2016, whereas the prior year financials do not.
Net revenue was $15.0 million, compared to $11.8 million.
Total cost and expense was $23.5 million, compared to $19.0 million.
Operating loss was $8.6 million, compared to $7.2 million.
Net loss was $8.6 million, or $0.40 per diluted share, compared to $14.1 million, or $0.72 per diluted share.
At December 31, 2016, the cash and cash equivalents balance was $6.9 million, and total restricted cash was $11.7 million, bringing the total combined cash position to $18.5 million.





Financial Results for the Year Ended December 31st: 2016 Compared to 2015
The financial results for the full year 2016 period reflect the operating results of Vegas.com, which was acquired in September 2015.
Net revenue was $59.3 million, compared to $14.2 million.
Total cost and expense was $80.8 million, compared to $36.8 million.
Operating loss was $21.4 million, compared to $22.6 million.
Net loss was $31.7 million, or $1.54 per diluted share, and included a loss on extinguishment of debt of $9.2 million. This compared to $31.4 million, or $2.06 per diluted share for the year ended December 31, 2015.


Conference Call Information
Remark Media’s management team will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss its fourth quarter and full year 2016 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 1-877-440-5787 and for international calls dial 1-719-325-2145 approximately 10 minutes prior to the start of the conference. The conference ID is 9327076. The conference call will also be broadcast live over the Internet and available for replay for one year at www.remarkmedia.com. In addition, a replay of the call will be available via telephone for two business days, beginning two hours after the call. To listen to the replay, U.S. callers may dial 1-844-512-2921, and international callers may dial 1-412-317-6671. Enter access code 9327076.

About Remark Media, Inc.
Remark Media, Inc. (NASDAQ: MARK) owns, operates and acquires innovative digital media properties across multiple verticals that deliver culturally relevant, dynamic content that attracts and engages users on a global scale.  The company leverages its unique digital media assets to target the Millennial demographic, which provides it with access to fast-growing, lucrative markets.  The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. For more information, please visit the company’s website at www.remarkmedia.com.

Forward-Looking Statements
This press release may contain forward-looking statements, including information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those discussed in Part I, Item 1A. Risk Factors in Remark Media's Annual Report on Form 10-K and Remark Media’s other filings with the SEC. Any forward-looking statements reflect Remark Media’s current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given such uncertainties, you should not place undue reliance on any forward-looking statements, which represent Remark Media’s estimates and assumptions only as of the date hereof. Except as required by law, Remark Media undertakes no obligation to update or revise publicly any forward-looking statements after the date hereof, whether as a result of new information, future events or otherwise.

Investor Contact:
Douglas Osrow
Remark Media, Inc.
dosrow@remarkmedia.com
702-701-9514 ext. 3025




Investor Relations Contact:
Becky Herrick/ Kirsten Chapman
LHA Investor Relations
remarkmedia@lhai.com
415-433-3777
[Tables to follow]



REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2016

 
December 31,
 
2016
 
2015
Assets
 
 
 
Cash and cash equivalents
$
6,893

 
$
5,422

Restricted cash
9,405

 
9,416

Trade accounts receivable, net
1,372

 
746

Prepaid expense and other current assets
3,323

 
2,637

Notes receivable, current
181

 
172

Total current assets
21,174

 
18,393

Restricted cash
2,250

 
2,250

Notes receivable
190

 
371

Property and equipment, net
15,531

 
17,338

Investment in unconsolidated affiliate
1,030

 
1,030

Intangibles, net
37,406

 
34,867

Goodwill
26,763

 
20,337

Other long-term assets
1,355

 

Total assets
$
105,699

 
$
94,586

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
16,546

 
$
14,422

Accrued expense and other current liabilities
14,967

 
11,827

Deferred merchant booking
6,991

 
6,997

Deferred revenue
4,072

 
3,262

Current maturities of long-term debt
100

 
100

Capital lease obligations
179

 
205

Total current liabilities
42,855

 
36,813

Long-term debt, less current portion and net of unamortized discount and debt issuance cost
37,825

 
23,616

Warrant liability
25,030

 
19,195

Other liabilities
2,589

 
2,904

Total liabilities
108,299

 
82,528

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued

 

Common stock, $0.001 par value; 100,000,000 shares and 50,000,000 shares authorized; 22,232,004 and 19,659,362 shares issued and outstanding; each at December 31, 2016 and 2015, respectively
22

 
20

Additional paid-in-capital
190,507

 
173,477

Accumulated other comprehensive loss
(16
)
 
(5
)
Accumulated deficit
(193,113
)
 
(161,434
)
Total stockholders’ equity (deficit)
(2,600
)
 
12,058

Total liabilities and stockholders’ equity
$
105,699

 
$
94,586




REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Periods Ended December 31, 2016

 
Quarter ended December 31,
 
Year Ended December 31,
 
2016
 
2015
 
2016
 
2015
Revenue, net
14,957

 
11,789

 
59,328

 
14,229

 
 
 
 
 
 
 
 
Cost and expense
 
 
 
 
 
 
 
Cost of revenue (excluding depreciation and amortization)
3,318

 
2,280

 
11,155

 
2,536

Sales and marketing
4,192

 
4,186

 
19,541

 
5,031

Technology and development
892

 
954

 
2,796

 
1,187

General and administrative
12,209

 
8,953

 
36,460

 
24,317

Depreciation and amortization
2,898

 
2,372

 
10,299

 
3,281

Other operating expense
9

 
265

 
515

 
454

Total cost and expense
23,518

 
19,010

 
80,766

 
36,806

 
 
 
 
 
 
 
 
Operating loss
(8,561
)
 
(7,221
)
 
(21,438
)
 
(22,577
)
Other income (expense) and gain (loss)
 
 
 
 
 
 
 
Debt conversion expense

 

 

 
(1,469
)
Interest expense
(1,036
)
 
(1,219
)
 
(4,685
)
 
(1,927
)
Other income (loss), net

 
29

 
29

 
(50
)
Loss on extinguishment of debt

 

 
(9,157
)
 

Change in fair value of warrant liability
3,099

 
(5,673
)
 
5,790

 
(5,432
)
Other gain (loss)
(1,368
)
 
2

 
(1,472
)
 
8

Total other income (expense), net
695

 
(6,861
)
 
(9,495
)
 
(8,870
)
 
 
 
 
 
 
 
 
Loss before income taxes
(7,866
)
 
(14,082
)
 
(30,933
)
 
(31,447
)
Provision for income taxes
(746
)
 

 
(746
)
 

Net loss
(8,612
)
 
(14,082
)
 
(31,679
)
 
(31,447
)
 
 
 
 
 
 
 
 
Weighted-average shares outstanding, basic and diluted
21,796

 
19,448

 
20,529

 
15,278

Net loss per share, basic and diluted
(0.40
)
 
(0.72
)
 
(1.54
)
 
(2.06
)

###