SEC 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): May 10, 2016
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:
 
c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

c Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

c 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 10, 2016, Remark Media, Inc. (“we”, “us” or “our”) issued a press release announcing our financial results for the three months ended March 31, 2016. A copy of such release is furnished herewith as Exhibit 99.1.

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 May 10, 2016






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:
May 10, 2016
 
By:
/s/ Douglas Osrow
 
 
 
Name:
Douglas Osrow
 
 
 
Title:
Chief Financial Officer




SEC Exhibit

EXHIBIT 99.1



Remark Media Reports First Quarter 2016 Results
Increased Q1 2016 net revenue to $14.3 million, up $13.5 million from Q1 2015

LAS VEGAS, NV - May 10, 2016 - Remark Media (NASDAQ: MARK), a global digital media technology company, reported its financial results for the first quarter of 2016.

“We are off to a strong start in 2016," stated Kai-Shing Tao, Remark Media's Chairman and CEO. "We made significant progress in executing on growth opportunities within our digital media properties and furthering our foothold with the Millennial demographic. Net revenue significantly increased, powered by our acquisition of Vegas.com in September 2015. Since the acquisition, we have focused on transforming Vegas.com from a traveling and ticketing hub into a digital media platform representing the multiple facets of the Las Vegas experience, and we see additional opportunities to grow Vegas.com even more.”

“So far in 2016, we have made substantial progress in our initiative to drive near- and long-term revenue growth and generate sustained profitability. During the quarter, we enhanced our KanKan data intelligence platform by expanding our relationship with Alibaba, opening up access to e-commerce data from both Alibaba and its partners. This is a major step forward for KanKan as it marries our big data strategy with some of the most powerful contacts in the agency world. We are excited about our prospects for KanKan and expect we can expand our big data offering to multiple industry-specific applications in the future. In support of our growth goals, we are constantly evaluating the potential for acquiring complementary assets. We are currently in the late stages of evaluating a potential acquisition that we expect can accelerate monetization across all our assets. We look forward to keeping you updated as we approach a definitive agreement.”


Financial Results for the Three Months Ended March 31st: 2016 Compared to 2015
The financial results for the first quarter of 2016 reflect the operating results of Vegas.com, which was acquired in September 2015.
Net revenue was $14.3 million, compared to $0.8 million.
Gross margin was $11.9 million, compared to $0.8 million.
Operating expenses were $17.1 million, compared to $3.7 million.
Operating loss was $5.2 million, compared to $3.0 million.
Net loss was $2.4 million, or $0.12 per diluted share, compared to $3.1 million, or $0.24 per diluted share.
At March 31, 2016, the cash and cash equivalents balance was $10.3 million, and total restricted cash was $11.6 million, bringing the total combined cash position to $21.9 million.

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 first quarter 2016 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 1-888-539-3678 and for international calls dial 1-719-325-2420 approximately 10 minutes prior to the start of the conference. The conference ID is 4488722. 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, in the U.S., please dial 1-877-870-5176 and internationally, 1-858-384-5517. Enter access code 4488722.




EXHIBIT 99.1


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 Beijing and Chengdu, 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]




EXHIBIT 99.1

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

 
March 31, 2016
 
December 31, 2015
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
10,260

 
$
5,422

Restricted cash
9,350

 
9,416

Trade accounts receivable, net
928

 
746

Prepaid expense and other current assets
3,212

 
2,637

Notes receivable, current
181

 
172

Total current assets
23,931

 
18,393

Restricted cash
2,250

 
2,250

Notes receivable
190

 
371

Property and equipment, net
7,563

 
7,425

Investment in unconsolidated affiliate
1,030

 
1,030

Intangibles, net
42,960

 
44,780

Goodwill
20,337

 
20,337

Other long-term assets
1,326

 

Total assets
$
99,587

 
$
94,586

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
12,960

 
$
14,422

Accrued expense and other current liabilities
15,161

 
11,827

Deferred merchant booking
12,390

 
6,997

Deferred revenue
4,732

 
3,262

Current maturities of long-term debt
100

 
100

Capital lease obligations
205

 
205

Total current liabilities
45,548

 
36,813

Long-term debt, less current portion and net of unamortized discount and debt issuance cost
24,031

 
23,616

Warrant liability
15,210

 
19,195

Other liabilities
2,904

 
2,904

Total liabilities
87,693

 
82,528

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

 

Common stock, $0.001 par value; 50,000,000 shares authorized; 19,845,671 and 19,659,362 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
20

 
20

Additional paid-in-capital
175,688

 
173,477

Accumulated other comprehensive loss
(5
)
 
(5
)
Accumulated deficit
(163,809
)
 
(161,434
)
Total stockholders’ equity
11,894

 
12,058

Total liabilities and stockholders’ equity
$
99,587

 
$
94,586





EXHIBIT 99.1

REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Period Ended March 31, 2016

 
Three Months Ended March 31,
 
2016
 
2015
Revenue, net
14,254

 
803

Cost of revenue (excluding depreciation and amortization reported below)
(2,349
)
 
(38
)
Gross margin
11,905

 
765

 
 
 
 
Operating expense
 
 
 
Sales and marketing
5,528

 
198

Technology and development
404

 
104

General and administrative
8,420

 
3,163

Depreciation and amortization
2,397

 
227

Other operating expense
332

 
25

Total operating expense
17,081

 
3,717

 
 
 
 
Operating loss
(5,176
)
 
(2,952
)
 
 
 
 
Other income (expense)
 
 
 
Interest expense
(1,210
)
 
(194
)
Other income (expense), net
29

 
1

Gain (loss) on change in fair value of warrant liabilities
3,985

 
66

Other loss
(3
)
 

Total other income (expense), net
2,801

 
(127
)
 
 
 
 
Loss before income taxes
(2,375
)
 
(3,079
)
Provision for income taxes

 

Net loss
(2,375
)
 
(3,079
)

###