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): August 11, 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:
 


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 August 11, 2016, Remark Media, Inc. (“we”, “us” or “our”) issued a press release announcing our financial results for the three and six months ended June 30, 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 August 11, 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:
August 11, 2016
 
By:
/s/ Douglas Osrow
 
 
 
Name:
Douglas Osrow
 
 
 
Title:
Chief Financial Officer




Exhibit

EXHIBIT 99.1



Remark Media Reports Second Quarter 2016 Results
Increased Q2 2016 net revenue to $15.0 million, up $14.2 million from Q2 2015, reflecting Vegas.com acquisition and improvements implemented since

LAS VEGAS, NV - August 11, 2016 - Remark Media (NASDAQ: MARK), a global digital media technology company, reported its financial results for the second quarter of 2016.

“Our strong second quarter 2016 results reflect growth in our travel vertical as a result of our acquisition of Vegas.com in September 2015,” stated Kai-Shing Tao, Remark Media’s Chairman and CEO. “This quarter, we furthered our progress expanding Vegas.com from primarily a traveling and ticketing hub into a unique and dynamic media platform. Through numerous technology and feature upgrades, we have underscored our appeal to our target demographic, the Millennials. With KanKan, we are taking our data intelligence to the next level and with the support of our partner Alibaba, we are building a user behavior analysis platform with great appeal and value to advertisers and retailers around the world. We continue to work toward the closing of our acquisition of China Branding Group, which would contribute significant sales capabilities, advertising relationships, a large and diverse portfolio of content, and a community of over 100 million social media followers from which we would seek to accelerate our growth.
 
“With these assets, as well as our verticals in finance and lifestyle, we are building a formidable set of synergistic assets for our digital media technology platform that appeal to Millennials, generate advertising revenue and capture insightful data that makes us an invaluable partner to our customers.”


Financial Results for the Three Months Ended June 30th: 2016 Compared to 2015
The financial results for the second quarter of 2016 reflect the operating results of Vegas.com, which was acquired in September 2015.
Net revenue was $15.0 million, compared to $0.8 million.
Gross margin was $12.4 million, compared to $0.7 million.
Operating expenses were $15.9 million, compared to $3.8 million.
Operating loss was $3.5 million, compared to $3.1 million.
Net loss was $5.4 million, or $0.27 per diluted share, compared to $3.2 million, or $0.23 per diluted share.
At June 30, 2016, the cash and cash equivalents balance was $8.0 million, and total restricted cash was $11.7 million, bringing the total combined cash position to $19.7 million.

Financial Results for the Six Months Ended June 30th: 2016 Compared to 2015
The financial results for the 2016 six-month period reflect the operating results of Vegas.com, which was acquired in September 2015.
Net revenue was $29.2 million, compared to $1.6 million.
Gross margin was $24.3 million, compared to $1.5 million.
Operating expenses were $32.9 million, compared to $7.6 million.
Operating loss was $8.7 million, compared to $6.0 million.
Net loss was $7.8 million, or $0.39 per diluted share, compared to $6.2 million, or $0.47 per diluted share.




EXHIBIT 99.1



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 second quarter 2016 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 1-888-329-7568 and for international calls dial 1-719-325-2228 approximately 10 minutes prior to the start of the conference. The conference ID is 4087761. 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 4087761.

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, 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]




EXHIBIT 99.1

REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2016

 
June 30, 2016
 
December 31, 2015
 
(Unaudited)
 
 
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
8,038

 
$
5,422

Restricted cash
9,406

 
9,416

Trade accounts receivable, net
930

 
746

Prepaid expense and other current assets
2,899

 
2,637

Notes receivable, current
181

 
172

Total current assets
21,454

 
18,393

Restricted cash
2,250

 
2,250

Notes receivable
190

 
371

Property and equipment, net
16,525

 
17,338

Investment in unconsolidated affiliate
1,030

 
1,030

Intangibles, net
32,273

 
34,867

Goodwill
20,337

 
20,337

Other long-term assets
1,393

 

Total assets
$
95,452

 
$
94,586

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
12,298

 
$
14,422

Accrued expense and other current liabilities
16,260

 
11,827

Deferred merchant booking
10,901

 
6,997

Deferred revenue
4,608

 
3,262

Current maturities of long-term debt
100

 
100

Capital lease obligations
188

 
205

Total current liabilities
44,355

 
36,813

Long-term debt, less current portion and net of unamortized discount and debt issuance cost
24,466

 
23,616

Warrant liability
15,857

 
19,195

Other liabilities
1,825

 
2,904

Total liabilities
86,503

 
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; 100,000,000 shares and 50,000,000 shares authorized; 20,214,590 and 19,659,362 shares issued and outstanding; each at June 30, 2016 and December 31, 2015, respectively
20

 
20

Additional paid-in-capital
178,175

 
173,477

Accumulated other comprehensive loss
(5
)
 
(5
)
Accumulated deficit
(169,241
)
 
(161,434
)
Total stockholders’ equity
8,949

 
12,058

Total liabilities and stockholders’ equity
$
95,452

 
$
94,586





EXHIBIT 99.1

REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Period Ended June 30, 2016

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Revenue, net
14,975

 
821

 
29,229

 
1,624

Cost of revenue (excluding depreciation and amortization reported below)
(2,624
)
 
(82
)
 
(4,973
)
 
(120
)
Gross margin
12,351

 
739

 
24,256

 
1,504

 
 
 
 
 
 
 
 
Operating expense
 
 
 
 
 
 
 
Sales and marketing
4,934

 
178

 
10,462

 
376

Technology and development
434

 
68

 
838

 
172

General and administrative
7,910

 
3,342

 
16,330

 
6,505

Depreciation and amortization
2,479

 
223

 
4,876

 
450

Other operating expense
97

 
22

 
429

 
47

Total operating expense
15,854

 
3,833

 
32,935

 
7,550

 
 
 
 
 
 
 
 
Operating loss
(3,503
)
 
(3,094
)
 
(8,679
)
 
(6,046
)
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
Interest expense
(1,215
)
 
(211
)
 
(2,425
)
 
(405
)
Other income, net
1

 

 
30

 
1

Change in fair value of warrant liability
(647
)
 
155

 
3,338

 
221

Other loss
(68
)
 

 
(71
)
 

Total other income (expense), net
(1,929
)
 
(56
)
 
872

 
(183
)
 
 
 
 
 
 
 
 
Loss before income taxes
(5,432
)
 
(3,150
)
 
(7,807
)
 
(6,229
)
Provision for income taxes

 

 

 

Net loss
(5,432
)
 
(3,150
)
 
(7,807
)
 
(6,229
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustments

 
(25
)
 

 
(25
)
Total comprehensive loss
(5,432
)
 
(3,175
)
 
(7,807
)
 
(6,254
)
 
 
 
 
 
 
 
 
Net loss per share
 
 
 
 
 
 
 
Net loss per share, basic and diluted
(0.27
)
 
(0.23
)
 
(0.39
)
 
(0.47
)
Basic and diluted weighted-average shares outstanding
20,069

 
13,903

 
19,903

 
13,395


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