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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Burst Med Reg S | LSE:BRST | London | Ordinary Share | COM SHS USD0.01 (REGS) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBRST RNS Number : 5745Z Burst Media Corporation 24 September 2009 24 September 2009 Burst Media Corporation Results for the six-month period ended 30 June 2009 Burst Media Corporation ("Burst" or the "Company"), the international online advertising services and technology business, announces its results for the six-month period ended 30 June 2009. Financial Summary +--------+-------------------------+-------------+ | * | Total revenue | | | was $12.1 | | | million (2008: | | | $13.4 million) | +--------+---------------------------------------+ | | | Media | | | - | revenue | | | | was | | | | $10.8 | | | | million | | | | (2008: | | | | $10.7 | | | | million) | +--------+-------------------------+-------------+ | | | adConductor | | | - | revenue was | | | | $1.3 | | | | million | | | | (2008: $2.7 | | | | million) | +--------+-------------------------+-------------+ | * | Gross profit | | | was $5.8 | | | million (2008: | | | $6.3 million) | +--------+---------------------------------------+ | * | Gross | | | profit margin | | | was 48% (2008: | | | 47%) | +--------+---------------------------------------+ | * | Net loss was | | | $0.7 million | | | (2008: $0.4 | | | million) | +--------+---------------------------------------+ | * | Adjusted net | | | loss (1) was | | | $0.6 million | | | (2008: $0.2 | | | million) | +--------+---------------------------------------+ | * | Adjusted | | | LBITDA(1) was | | | $0.6 million | | | (2008: $0.2 | | | million) | +--------+---------------------------------------+ | | | The | | | - | Company | | | | was | | | | EBITDA | | | | positive | | | | in the | | | | second | | | | quarter | +--------+-------------------------+-------------+ | * | Cash at 30 June | | | 2009 was $9.4 | | | million (2008: | | | $11.1 million) | +--------+-------------------------+-------------+ (1) See Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted EBITDA (LBITDA) below. Operational Summary +-----------------------+-----------------------------------------------------------------------------------+ | * | Successful Vertical Network strategy introduced in 2008 has led to substantial | | | growth in development of Custom Networks for brand advertisers. | +-----------------------+-----------------------------------------------------------------------------------+ | * | Key vertical channels, the Moms Network and the Technology Network, were enhanced | | | within the Burst Network by developing sub-channel opportunities within each | | | (e.g. Expecting Moms and Web Developers). | +-----------------------+-----------------------------------------------------------------------------------+ | * | Re-launched Burst Media web site. | +-----------------------+-----------------------------------------------------------------------------------+ | * | Further progress on implementing Cost Per Action ("CPA") program for Burst | | | Direct, which now accounts for 30% of Direct revenue. | +-----------------------+-----------------------------------------------------------------------------------+ | * | Implemented premium, third party "Feed" program that gives Burst Direct access to | | | advertising campaigns from other networks and third parties for the benefit of | | | Burst publishers. | +-----------------------+-----------------------------------------------------------------------------------+ | * | Four new customers for adConductor, including scientific and medical publisher, | | | Wolters Kluwer. | +-----------------------+-----------------------------------------------------------------------------------+ Forward Looking Guidance +-----------------------+-----------------------------------------------------------------------------------+ | * | Improved performance in Q2 has continued into Q3. Year-over-year growth in media | | | sales from Network and Direct remains positive. | +-----------------------+-----------------------------------------------------------------------------------+ | * | Visibility into Q4 remains somewhat uncertain but consensus is building for an | | | improving advertising environment. | +-----------------------+-----------------------------------------------------------------------------------+ | * | The Board is confident that expectations of financial performance for the year | | | ending 31 December 2009 remain achievable. | +-----------------------+-----------------------------------------------------------------------------------+ Subsequent Event +-----------------------+-----------------------------------------------------------------------------------+ | * | The Company has signed a letter of intent to purchase substantially all of the | | | business and assets of Giant Realm, a video game advertising network. The | | | acquisition is subject to the completion of due diligence and the satisfaction of | | | certain conditions, expected by mid-October 2009. | +-----------------------+-----------------------------------------------------------------------------------+ Commenting, Jarvis Coffin, Chief Executive, said: "The global economic recession severely impacted the Company's performance in the first quarter of 2009 as marketers put a firm hold on advertising. Fortunately for the Company, Burst Direct's performance advertising business softened the blow somewhat during that period. By March, there were visible signs of recovery for the Burst Network, and this accelerated in the following month when the Network achieved a number of sales records. "During the second quarter advertisers were vigorously attempting to overcome the poor trading environment and Burst's media businesses benefited with a combined increase of 23% over the second quarter of 2008 that counterbalanced the poor sales performance in the first quarter. Given its long sales cycle, our adConductor business was not able to respond as quickly and we are not expecting its performance to improve materially over the remainder of the year. Despite the absence of the TACODA business during the period, the balance of adConductor's portfolio grew 70% year-over-year, and included the addition of notable new customers. "Overall, Burst's brand and performance advertising sales strategy led to positive results for its key media businesses in the first half despite a difficult trading environment. Management believes that as the economy recovers the positive results will continue, and we look forward to the balance of 2009. Our focus is on continuing to differentiate our media sales proposition and firmly establishing ourselves as leading ad network builders and experts in the Long Tail of the Internet." Reconciliation of Net Loss to Adjusted Net Income (Loss)(1) and Adjusted EBITDA (LBITDA)(1) (in thousands, except share amounts) +--------------------------------+-------------+--------+-------------+--------+----------+ | | Six Months Ended | | Year | | | | | Ended | +--------------------------------+------------------------------------+--------+----------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +--------------------------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +--------------------------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Net | $(745) | | $ | | $ | | loss | | | (399) | | (274) | +--------------------------------+-------------+--------+-------------+--------+----------+ | Adjustments: | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Strategic | 47 | | 212 | | 283 | | review | | | | | | | expenses | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Equity-based | 159 | | 23 | | 192 | | compensation | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Adjusted | (539) | | (164) | | 201 | | net | | | | | | | income | | | | | | | (loss)(1) | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Adjustments: | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Interest | (40) | | (145) | | (239) | | income | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Provision | (246) | | (151) | | 73 | | for | | | | | | | income | | | | | | | tax | | | | | | | expense | | | | | | | (benefit) | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Depreciation | 227 | | 225 | | 466 | | and | | | | | | | amortization | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Adjusted | $(598) | | $ | | $ | | EBITDA | | | (235) | | 501 | | (LBITDA)(1) | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ | Adjusted | (5%) | | (2%) | | 2% | | EBITDA | | | | | | | (LBITDA)(1) | | | | | | | as % of | | | | | | | revenue | | | | | | +--------------------------------+-------------+--------+-------------+--------+----------+ (1) "Adjusted net income (loss)" (net income (loss) excluding, strategic review expenses and equity-based compensation) and "Adjusted EBITDA (LBITDA)" (Adjusted net income (loss) before interest income, income taxes expense (benefit), depreciation and amortization) are non-U.S.GAAP financial measures. The Company believes Adjusted net income (loss) and Adjusted EBITDA (LBITDA) provide meaningful insight into the Company's ongoing economic performance and therefore uses both metrics internally to assist in evaluating and managing the Company's operations. Any statements in this press release about future expectations, plans, and prospects for the Company, including statements about the estimated revenue of the Company, and other statements containing the words "estimates", "believes", "anticipates", "plans", "expects", "will", and similar expressions, constitute forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the unpredictable nature of our rapidly evolving market and fluctuations in our business; the effects of competition; any adverse changes in our customers' business, and other factors discussed in our latest annual report and other filings. In addition, the forward-looking statements included in this press release represent our views as of 24 September 2009. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except insofar as may be required of the Company by the AIM Rules. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to 24 September 2009. A copy of this interim report will be circulated to all registered shareholders of the Company and copies will be available for members of the public by submitting a request to the Company's Registered Office or on the Company's website at www.burstmedia.com. Enquiries: +-------------+--------------+ | Burst | | | Media | | | Corporation | | +-------------+--------------+ | Jarvis | +1 | | Coffin, | 781-852-5271 | | Chief | | | Executive | | | Officer | | | Steven | | | Hill, | | | Chief | | | Financial | | | Officer | | +-------------+--------------+ | | | +-------------+--------------+ | Hudson | | | Sandler | | +-------------+--------------+ | Nick | +44 | | Lyon / | (0) 20 | | Hugo | 7796 4133 | | Jenkins | | +-------------+--------------+ | | | +-------------+--------------+ | Altium | | +-------------+--------------+ | Tim | +44 | | Richardson | (0) 20 | | / Paul | 7484 4040 | | Chamberlain | | +-------------+--------------+ Chairman's Statement Trading Review As announced in its trading update on 16 July 2009, the Company completed the half-year in line with management's expectations despite operating in a very challenging trading environment. As anticipated, the Company was impacted by the general slowdown in ad spend in the first quarter; however, trading improved significantly in the second quarter. Shareholders have been kept fully apprised of the Company's efforts over the past two and a half years to launch its performance advertising business, Burst Direct, whilst repositioning its Burst Network business towards brand advertising sales that web publishers desire. The Company began to see significant progress in both businesses at this time last year, leading to a steady increase in the combined number and quality of orders. The Board believes that the momentum achieved a year ago helped sustain the Company's performance in the second half of 2008 despite a rapidly slowing ad economy. However, a motivated sales force with well-differentiated products was not enough to escape the downward pull of the economic crisis that was in full force by the start of 2009. Recovery occurred for the Company's media businesses in the second quarter when these two businesses, combined, recorded a 23% increase in sales over the same period the year before. Both businesses recorded double-digit growth in contributing to this performance, which was especially notable in the case of the Network, which has aimed to maintain its pricing as it reshapes its business. Despite some new business successes in the first half, the Board expects that the recovery of the adConductor business will be delayed until media companies recommence investing in proprietary ad network businesses. Some uncertainty remains about overall economic trends; however, the Company's improved trading performance during the second quarter has continued into the third quarter and the Board is confident that the Company is well positioned to achieve its goals for the year. Indicative Approaches During the first half of 2009 the Board received a number of unsolicited indications of interest to acquire the Company. The Board fully considered each such approach. However, as it has previously stated, the Board does not believe that optimal value can be obtained for shareholders by selling the Company at a time when the ad industry remains in the bottom part of its business cycle, and when Burst is demonstrating an ability to grow with, and even ahead of, a recovery. This, plus the Company's many strong customer relationships, substantial audience reach, valuable technology platform, and strong balance sheet led the Board to conclude that these indications of interest were opportunistic and unreflective of the value of the Company's business and prospects. The Board unanimously rejected each approach and appropriate announcements were made to this effect. The Board emphasises that it is not in ongoing discussions with any third party in relation to a potential acquisition of the Company. Growth Opportunities Burst continues to have a strong cash position with no debt. The Board remains focused on the ongoing development of the Company and believes that opportunities exist for the Company to take advantage of its relative strength to add critical mass to its businesses and to generate shareholder value. In that regard, the Company has announced a letter of intent to acquire the business and assets of Giant Realm, a leading games network in the U.S., which is discussed in further detail in the Chief Executive's review. The Company continues to actively look at investments, including potential acquisitions in the US, the UK and Europe that enhance Burst's core businesses. Intention to Repurchase Shares The Board recognises that the Company's shares are illiquid and that some shareholders expressed interest in the Company investigating the indicative approach announced by Cyberplex Inc. on 30 July 2009 to acquire the Company at 12pence per share. To address this, the Board has resolved that the Company will make additional on-market purchases of Burst shares up to an aggregate market value of $500,000. This is intended to return capital which is deemed by the Board to be surplus to the Company's current requirements and to provide Burst shareholders with an amount of liquidity. Such repurchases will be undertaken in accordance with the terms announced by the Company on 5 May 2009, except that the Company will repurchase shares at a price of up to 12 pence per share. For the avoidance of doubt, the Company will not repurchase any Burst shares from members of the Board. Certain directors of the Company are also intending to purchase Burst shares. The Company confirms that there is currently no unpublished price sensitive information. It should be noted that the City Code on Takeovers and Mergers does not apply to the Company. Outlook The Board is optimistic about the Company's ability to profit from the recovery of the broader advertising market. David Hanger Non-Executive Chairman 24 September 2009 Chief Executive's Review Burst has three ways to serve independent web publishers: transparent brand advertising representation (Burst Network), performance-based advertising to fill unsold inventory (Burst Direct) and a robust technology platform to help large and small web sites and ad networks manage their ad operations (adConductor). Online Reach Ad networks serve campaigns across a wide variety of sites that represent Internet traffic measured by "unique visitors." In the U.S. in June 2009, Burst reached 114 million unique monthly Internet visitors (June 2008: 84 million) according to comScore MediaMetrix. This placed Burst as the 23rd largest advertising supported Internet property in the U.S. in June 2009. In June 2009 Burst reached 11 million unique monthly Internet visitors in the U.K. (June 2008 11 million), according to comScore MediaMetrix. This placed Burst as the 24thth largest advertising supported Internet property in the U.K. in June 2009. Business Review The advertising business almost always suffers collateral damage during periods of economic weakness and the latest recession, which primarily impacted the credit markets, is no exception. The Internet advertising business suffered a serious contraction in the first quarter and reports indicating a recovery have been inconsistent through the first half. Media Business Combined revenues from the Company's two media businesses, Burst Network and Burst Direct, in the first half of 2009 were $10.8 million, (2008: $10.7 million). The general slowdown in ad spending that began in the last quarter of 2008 significantly impacted the Company's media businesses in the first quarter of the current year. However, in the second quarter, as negative economic factors began to abate, the Company achieved a 23% year-over-year growth in combined Network and Direct revenue resulting in a first half performance similar to the same period in 2008. Burst Network continues to make advances as a vehicle for brand advertisers. The Company's largest offering gives advertisers targeted access to tens of millions of monthly unique visitors. Advertisers are guaranteed full disclosure as to which premium niche web sites their advertisements will appear on. There were approximately 4,700 premium web sites in the Burst Network as of both 30 June 2009 and 2008. The advertisers can target by content, behaviour, demographics, geography and time of day. The inventory of available advertising impressions for Burst Network was 33 billion for the six months ended 30 June 2009 (2008: 30 billion). The successful introduction of 12 vertical networks in 2008 became a springboard for the development of "custom networks" for advertisers in 2009. In the first half of 2009, advertisers moved rapidly beyond Burst Network's off-the-shelf vertical packages to request custom packages of web sites designed exclusively to help them reach their unique audiences. Burst developed its adConductor technology from the beginning to facilitate these kinds of custom opportunities, so it has been able to support and encourage the growing pipeline of requests. So far this year, the Network sales team has proposed over 300 custom network packages, which have begun to dominate traditional, run of network business as a share of total orders and revenues. Custom network packages from brand advertisers are typically small higher priced programs. This has been the biggest change to the Burst Network's advertising sales profile. As advertisers gain confidence with our ability to reach their target audiences and successfully deliver their messages across numerous niche web sites, management believes the size and number of the ad programs will grow. Sales force staffing in the Burst Network remained stable in the first half and the Company believes it now benefits from a seasoned team with strong customer relationships in all the geographic markets it serves. Burst Direct's progress in the direct response, performance advertising segment of the market has been substantially enhanced by its Cost Per Action (CPA) program, begun in the second half of last year. CPA was particularly advantageous in the first quarter of 2009 as a way to keep customers engaged when the shrinking economy was having its most profound effect on advertising budgets. Through the first half, CPA revenue grew from $43,000 in 2008 to over $800,000 in 2009. Also contributing to Burst Direct's growth in the first half was the "Feed" business. After several months of testing, the Company has established relationships with key third-party ad networks and exchanges. These relationships give Burst Direct access to advertising that it can direct to web sites represented by both Burst Direct and Burst Network and to other customers of its adConductor Inventory Exchange on a shared revenue or purchased inventory basis. While the Burst Direct business has grown substantially in the first half of 2009, management believes growth could be far better with stronger Cost Per Thousand ("CPM") results. Management expects that as the advertising economy strengthens over the second half of 2009, Direct's CPM business will join the CPA and "Feed" businesses as drivers of this high growth media business. Burst Direct was associated with approximately 2,900 websites as of 30 June 2009 (30 June 2008: 4,100)(2). This decline in the number of web sites was due to inactivation of sites not sending sufficient traffic to the network to warrant a continued relationship. Additionally, through its purchased inventory program Burst Direct secures additional inventory from 44 strategic suppliers to support the performance requirements of its clients' campaigns. adConductor adConductor provides customers with comprehensive, cutting-edge tools for the management of complex ad networks. The business commenced the first quarter of 2009 with three new customer wins, including Wolters Kluwer, and added a fourth in the second quarter. Despite this adConductor business slowed towards the end of the first half. Management believes, that this is a result of customers and prospects, affected by the poor advertising economy, postponing decisions about implementing the sort of proprietary ad networks that adConductor would enable for them. This added to the year-over-year absence of the TACODA business that was cancelled after AOL acquired the company in 2007, resulted in first half adConductor revenue of $1.3 million (2008: $2.7 million). That said, revenue from adConductor customers other than TACODA increased year-over-year by 70%, which management believes signals ability for the business to return to higher growth patterns as broader economic conditions improve. During the first half of 2009, we have continued to make substantial investments in the adConductor technology platform, focused on significantly enhancing its user interfaces. Some of those improvements have been introduced to customers and we expect additional launches in the second half. (2) Inclusive of approximately 1,900 and 2,000 web sites that are in both Burst Network and Burst Direct as of 30 June 2009 and 2008, respectively. Marketing Taking advantage of a trade communications environment that is noticeably quieter, the Company has invested in advertising and public relations to support its image and awareness in the U.S. market. The Company purchased a total of ten weeks of advertising over the course of the first half of 2009, targeting advertisers, online media planning professionals, and ad management technology buyers. The Company's PR efforts resulted in over 1,300 mentions in the press and its media blog, covering Internet related issues, is regularly picked-up and featured elsewhere online, including the Huffington Post, the largest news blog on the Internet.These efforts are continuing in the second half of 2009. The Company re-launched its corporate web site in the first half, a significant undertaking completed entirely in-house. The new web site, www.burstmedia.com, showcases the Company's deep roots in the Long Tail of the Internet, where it is an acknowledged leader at representing and supporting vertical niche content and the audiences it serves. Giant Realm On 11 September 2009, the Company entered into a letter of intent to purchase the business and assets of Giant Realm, Inc., for a consideration of $2.1 million in cash and the issue to the vendors of 2.5 million new Burst common shares. Giant Realm is one of the largest video game networks in the U.S. with exclusive relationships with a number of well-known, high traffic game enthusiast web sites. Giant Realm's traffic is focused on the valuable, but hard to reach, 18-34 year old male demographic. As part of the acquisition Burst will be acquiring Giant Realm's proprietary video and content management technology that has application to all of Burst's publisher relationships. If completed, the acquisition of Giant Realm is expected to add revenue and scale to Burst and enhance earnings in the year ending 31 December 2010.The acquisition is subject to due diligence and the satisfaction of certain conditions and is expected to close by mid-October. Further announcements will be made in due course. Outlook The shadow of recession still hangs over the Internet advertising sector making visibility difficult. Advertisers are reluctant to commit to advance purchases greater than two or three months and withhold orders until very near deadlines. Management believes these conditions will persist until the weight of an uncertain global economy is lifted. Despite the uncertainty, the Company feels extremely positive about its current prospects, particularly within its media businesses. The media sales groups achieved good results in the second quarter and, allowing for some seasonality, that trend has continued into the third quarter. The Burst Network, especially, has experienced a long awaited renewal around its core brand value proposition. Direct is buoyed by the take-off of its new products, CPA and third-party Feeds. On 11 September 2009, the Company entered into a letter of intent to purchase the business and assets of Giant Realm, Inc., for a consideration of $2.1 million in cash and the issue to the vendors of 2.5 million new Burst common shares. Giant Realm is one of the largest video game networks in the U.S. with exclusive relationships with a number of well-known, high traffic game enthusiast web sites. Giant Realm's traffic is focused on the valuable, but hard to reach, 18-34 year old male demographic. As part of the acquisition Burst will be acquiring Giant Realm's proprietary video and content management technology that has application to all of Burst's publisher relationships. The acquisition is subject to due diligence and formal documentation and is expected to close by mid-October. The Company looks forward to executing its plan under the improving economic circumstances anticipated in the second half of the year. Full year results are anticipated to be in line with expectations. Jarvis Coffin Chief Executive Officer 24 September 2009 Burst Media Corporation and Subsidiary Consolidated Balance Sheets (in thousands, except share amounts) +------------------------------------------+-------------+--------+-------------+--------+----------+ | | June | | June | | December | | | 30, | | 30, | | 31, | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | ASSETS | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | CURRENT | | | | | | | ASSETS | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Cash | $9,425 | | $11,070 | | $10,599 | | and | | | | | | | cash | | | | | | | equivalents | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Accounts | | | | | | | receivable, | | | | | | | less | | | | | | | allowance | | | | | | | for | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | doubtful | | | | | | | accounts | | | | | | | of $174, | | | | | | | $240 and | | | | | | | $222, | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | respectively | 6,998 | | 6,209 | | 7,141 | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Prepaid | 1,395 | | 610 | | 927 | | expenses | | | | | | | and | | | | | | | other | | | | | | | current | | | | | | | assets | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Total | 17,818 | | 17,889 | | 18,667 | | current | | | | | | | assets | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | PROPERTY | 2,148 | | 994 | | 1,638 | | AND | | | | | | | EQUIPMENT, | | | | | | | NET | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | DEFERRED | ? | | 335 | | ? | | INCOME | | | | | | | TAXES, | | | | | | | NET | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | OTHER | 150 | | 154 | | 152 | | ASSETS | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | $20,116 | | $19,372 | | $20,457 | | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | LIABILITIES | | | | | | | AND | | | | | | | STOCKHOLDERS' | | | | | | | EQUITY | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | CURRENT | | | | | | | LIABILITIES | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Due | $2,989 | | $2,161 | | $2,370 | | to | | | | | | | publishers | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Other | 1,651 | | 992 | | 1,512 | | current | | | | | | | liabilities | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Total | 4,640 | | 3,153 | | 3,882 | | current | | | | | | | liabilities | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | OTHER | 411 | | 117 | | 175 | | LONG | | | | | | | TERM | | | | | | | LIABILITIES | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Total | 5,051 | | 3,270 | | 4,057 | | liabilities | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | STOCKHOLDERS' | | | | | | | EQUITY | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Common | | | | | | | stock, | | | | | | | $0.01 | | | | | | | par | | | | | | | value: | | | | | | | 150,000,000 | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | shares | | | | | | | authorized; | | | | | | | 70,628,562 | | | | | | | shares at | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | June | | | | | | | 30, | | | | | | | 2009 | | | | | | | and | | | | | | | 83,028,562 | | | | | | | shares at | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | June | 706 | | 830 | | 830 | | 30, | | | | | | | 2008 | | | | | | | and | | | | | | | December | | | | | | | 31, 2008 | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Additional | 25,192 | | 25,485 | | 25,658 | | paid-in | | | | | | | capital | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Accumulated | (10,833) | | (10,213) | | (10,088) | | deficit | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | Total | 15,065 | | 16,102 | | 16,400 | | stockholders' | | | | | | | equity | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ | | $20,116 | | $19,372 | | $20,457 | | | | | | | | +------------------------------------------+-------------+--------+-------------+--------+----------+ See notes to consolidated interim financial statements. Burst Media Corporation and Subsidiary Consolidated Statements of Operations (in thousands, except share amounts) +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | Six Months Ended | | Year | | | | | Ended | +--------------------------------------+------------------------------------+--------+-------------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | 2009 | | 2008 | | 2008 | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | (Unaudited) | | (Unaudited) | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Revenue | $12,100 | | $13,413 | | $27,257 | | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Cost | 6,294 | | 7,130 | | 14,258 | | of | | | | | | | revenue | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Gross | 5,806 | | 6,283 | | 12,999 | | profit | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Operating | | | | | | | expenses: | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Sales | 3,874 | | 3,676 | | 7,547 | | and | | | | | | | marketing | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | General | 1,665 | | 1,910 | | 3,358 | | and | | | | | | | administrative | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Technology | 1,337 | | 1,405 | | 2,471 | | and | | | | | | | product | | | | | | | development | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Total | 6,876 | | 6,991 | | 13,376 | | operating | | | | | | | expenses | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Loss | (1,070) | | (708) | | (377) | | from | | | | | | | operations | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Other | | | | | | | income: | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Interest | 40 | | 145 | | 239 | | income | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Other | 39 | | 13 | | (63) | | income | | | | | | | (expense), | | | | | | | net | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Total | 79 | | 158 | | 176 | | other | | | | | | | income | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Net | | | | | | | loss | | | | | | | before | | | | | | | income | | | | | | | tax | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | expense | (991) | | (550) | | (201) | | (benefit) | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Income | (246) | | (151) | | 73 | | tax | | | | | | | expense | | | | | | | (benefit) | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Net | $(745) | | $(399) | | $(274) | | loss | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Basic | $0.00 | | $0.00 | | $0.00 | | and | | | | | | | diluted | | | | | | | loss | | | | | | | per | | | | | | | share | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Weighted | | | | | | | average | | | | | | | shares | | | | | | | used in | | | | | | | calculating: | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | Basic | 73,790,993 | | 83,028,562 | | 83,028,562 | | and | | | | | | | fully | | | | | | | diluted | | | | | | | loss | | | | | | | per | | | | | | | share | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +--------------------------------------+-------------+--------+-------------+--------+-------------+ See notes to consolidated interim financial statements. Burst Media Corporation and Subsidiary Statements of Stockholders' Equity (in thousands, except share amounts) +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | | Common stock | | Additional | | Accumulated | | Total | | | | | | | | | stockholders' | | | | | paid-in | | | | | +-----------------------+--------------------------------+--------+------------+--------+-------------+--------+---------------+ | | Shares | | Amount | | capital | | deficit | | equity | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Balance | 83,028,562 | | $830 | | $25,466 | | $(9,814) | | $16,482 | | at | | | | | | | | | | | December | | | | | | | | | | | 31, 2007 | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Net | - | | - | | - | | (274) | | (274) | | loss | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Amortization | | | - | | 192 | | - | | 192 | | of | - | | | | | | | | | | equity-based | | | | | | | | | | | compensation | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Balance | 83,028,562 | | 830 | | 25,658 | | (10,088) | | 16,400 | | at | | | | | | | | | | | December | | | | | | | | | | | 31, 2008 | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Net | - | | - | | - | | (745) | | (745) | | loss | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Repurchase | (12,400,000) | | (124) | | (625) | | - | | (749) | | and | | | | | | | | | | | cancellation | | | | | | | | | | | of | | | | | | | | | | | common stock | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Amortization | - | | - | | 159 | | - | | 159 | | of | | | | | | | | | | | equity-based | | | | | | | | | | | | | | | | | | | | | | compensation | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ | Balance | 70,628,562 | | $ | | $25,192 | | $(10,833) | | $ | | at June | | | 706 | | | | | | 15,065 | | 30, | | | | | | | | | | | 2009 | | | | | | | | | | | (unaudited) | | | | | | | | | | +-----------------------+--------------+--------+--------+--------+------------+--------+-------------+--------+---------------+ See notes to consolidated interim financial statements. Burst Media Corporation and Subsidiary Consolidated Statements of Cash Flows (in thousands, except share amounts) +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | Six Months Ended | | Year | | | | | Ended | +---------------------------------------------------------+------------------------------------+--------+----------+ | | June | | June | | December | | | 30, | | 30, | | 31, | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | CASH | | | | | | | FLOWS | | | | | | | FROM | | | | | | | OPERATING | | | | | | | ACTIVITIES | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Net | $(745) | | $(399) | | $(274) | | loss. | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Adjustments | | | | | | | to | | | | | | | reconcile | | | | | | | net loss to | | | | | | | net | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | cash | | | | | | | provided | | | | | | | by (used | | | | | | | in) | | | | | | | operating | | | | | | | activities: | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Depreciation | 227 | | 225 | | 466 | | and | | | | | | | amortization | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Deferred | (263) | | (40) | | 280 | | income | | | | | | | taxes | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Equity-based | 159 | | 23 | | 192 | | compensation | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Unrealized | 3 | | | | 83 | | foreign | | | | | | | currency | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Provision | 32 | | 60 | | 26 | | for bad | | | | | | | debts | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Deferred | 3 | | 13 | | 22 | | rent | | | | | | | expense | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Changes | | | | | | | in: | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Accounts | 108 | | (417) | | (1,398) | | receivable | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Prepaid | 28 | | (148) | | (401) | | expenses | | | | | | | and | | | | | | | other | | | | | | | current | | | | | | | assets | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Other | ? | | 62 | | 4 | | assets | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Due | 619 | | (293) | | (84) | | to | | | | | | | publishers | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Other | 139 | | (212) | | 308 | | current | | | | | | | liabilities | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Net | | | | | | | cash | | | | | | | provided | | | | | | | by (used | | | | | | | in) | | | | | | | operating | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | activities | 310 | | (1,126) | | (776) | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | CASH | | | | | | | FLOWS | | | | | | | FROM | | | | | | | INVESTING | | | | | | | ACTIVITIES | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Purchases | (735) | | (387) | | (1,270) | | of | | | | | | | property | | | | | | | and | | | | | | | equipment | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Return | ? | | ? | | 62 | | of | | | | | | | escrow | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Net | (735) | | (387) | | (1,208) | | cash | | | | | | | used | | | | | | | in | | | | | | | investing | | | | | | | activities | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | CASH | | | | | | | FLOWS | | | | | | | FROM | | | | | | | FINANCING | | | | | | | ACTIVITIES | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Repurchase | (749) | | ? | | ? | | common | | | | | | | stock | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | Net | (749) | | ? | | ? | | cash | | | | | | | used | | | | | | | in | | | | | | | financing | | | | | | | activities | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | NET DECREASE | | | | | | | IN CASH AND | | | | | | | CASH | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | EQUIVALENTS | (1,174) | | (1,513) | | (1,984) | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | CASH | | | | | | | AND | | | | | | | CASH | | | | | | | EQUIVALENTS, | | | | | | | BEGINNING | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | OF | 10,599 | | 12,583 | | 12,583 | | PERIOD | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | CASH | | | | | | | AND | | | | | | | CASH | | | | | | | EQUIVALENTS, | | | | | | | END OF | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ | PERIOD | $9,425 | | $11,070 | | $10,599 | | | | | | | | +---------------------------------------------------------+-------------+--------+-------------+--------+----------+ +--------------------------+--------+--------+--------+--------+--------+ | SUPPLEMENTAL | | | | | | | DISCLOSURE | | | | | | | OF CASH | | | | | | +--------------------------+--------+--------+--------+--------+--------+ | FLOW | | | | | | | INFORMATION | | | | | | +--------------------------+--------+--------+--------+--------+--------+ | Cash | $24 | | $ | | $ | | paid | | | 64 | | 67 | | for | | | | | | | income | | | | | | | taxes | | | | | | +--------------------------+--------+--------+--------+--------+--------+ See notes to consolidated interim financial statements. Burst Media Corporation and Subsidiary Notes to Consolidated Interim Financial Statements (unaudited) (in thousands except share amounts and web sites) 1. Description of the Company and Significant Accounting Policies Description of the Company Burst Media Corporation together with its subsidiary ("Burst" or "the Company") is a provider of comprehensive Internet advertising solutions focused on supporting the interests of specialty content web publishers and advertisers. The Company delivers advertising campaigns for its customers through a network of approximately 5,700 specialty content web sites at June 30, 2009. The Company has advertising servers in three locations in the U.S. (Massachusetts, Virginia, and Colorado) and one location in Europe (Amsterdam). The Company's products and services utilize adConductor(TM), a comprehensive ad management solution, developed by the Company. adConductor is a leading partner for media companies to connect marketers with audiences and grow their business beyond existing boundaries. adConductor offers online media properties with an end-to-end ad network building and management solution that provides a consolidated system to manage web sites and affiliates. The Company provides its adConductor technology to customers as an application service provider. The corporate headquarters is located in Burlington, Massachusetts. The Company's wholly-owned subsidiary, BURST! Media UK Limited, was organized in the United Kingdom as a private limited company in 2005. Basis of Presentation These financial statements have been prepared, without audit, pursuant to Accounting Principles Board Opinion No. 28, "Interim Financial Reporting." Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company's annual report for the year ended December 31, 2008. The consolidated financial statements include the accounts of BURST! Media UK Limited, the Company's wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain previously reported amounts have been reclassified to conform to the current period presentation. Foreign Currency The financial accounts of BURST! Media UK Limited are measured using the local currency as its functional currency. The assets and liabilities of this subsidiary are translated into U.S. dollars at the current exchange rates as of the balance sheet dates and revenues and expenses are translated at average exchange rates each month. The cumulative effects of translating the functional currency into U.S. dollars are insignificant at June 30, 2009, June 30, 2008 and December 31 2008. The Company also conducts certain transactions denominated in foreign currencies. Included in other income (expense), net were realized foreign currency gains (losses) of $22, $3 and ($12), for the six month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008, respectively. Also included in other income (expense), net were unrealized foreign currency gains (losses) of $3, ($2) and ($82), for the six-month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008, respectively. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. Revenue Recognition Advertising Revenues are primarily generated by delivering its customers' advertising impressions or "click-throughs" for agreed upon fees to specified third-party publishers comprising the Company's advertising networks. Customer advertising campaign agreements are generally short term in nature (less than 60 days) and revenue is recognized as campaigns are delivered, which is typically based upon the number of impressions or click-throughs delivered. Additionally, the Company incurs expenses relating to third-party web publishers, which have contracted with the Company to be part of its networks, as advertising campaigns are delivered. The Company records its obligation to web publishers based upon a contractually determined percentage of revenue in each advertising campaign and these expenses are classified as cost of revenues. AdConductor(TM) Application Revenue All of the Company's products and services are enabled by the Company's proprietary suite of software products. The Company provides its adConductor technology to customers as an application service provider. The Company contracts with its customers for minimum fees based upon projected usage. Amounts due from customers are based on actual usage in the event usage exceeds the minimum fees due. Revenue from adConductor application agreements is recognized on a subscription basis rateably over the term of the customer contract. Internal Use Software Development Costs Included in property and equipment are certain costs related to computer software developed or obtained for internal use are capitalized in accordance with American Institute of Certified Public Accountants Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." The Company amortizes internal use software costs over their estimated useful lives, which typically range from two to five years. The Company capitalized software developments costs of $602, $151, and $954 for the six month periods ended June 30, 2009, 2008 and for the year ended December 31, 2008, respectively. There was no amortization expense related to internal use software development costs for the six month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008 as the product has not yet been placed in service. Equity-Based Compensation The Company accounts for stock-based compensation in accordance with SFAS No. 123(R), "Share-Based Payment." Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally four years) using the straight-line method Income Taxes Income taxes are provided for the effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to the differences between the basis of certain assets and liabilities for financial and income tax reporting. Deferred taxes are classified as current or non-current depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Earnings per Share In accordance with SFAS No. 128, "Earnings Per Share," basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the shares used in the calculation of basic loss per share plus the dilutive effect of common stock equivalents, such as stock options, using the treasury stock method. Common stock equivalents are excluded from the computation of diluted net loss per share if their effect is antidilutive. 2. Repurchase of Common Stock On January 20, 2009, the Board of Directors authorized the Company to repurchase and cancel common stock ("Burst shares") with an aggregate market value of up to approximately $500,000. On January 21, 2009 the Company purchased and cancelled a total of 9,800,000 Burst Shares at a price of 3.6 pence (approximately US$0.05) per share at a total cost of $507,000. Upon repurchase, all Burst shares were immediately cancelled. On April 29, 2009, the Board of Directors authorized the Company to repurchase and cancel Burst shares with an aggregate market value of up to approximately $500,000. On May 6, 2009, the Company purchased and cancelled a total of 2,600,000 Burst Shares at a price of 5.9 pence (approximately US$0.09) per share at a total cost of $241,000. Upon repurchase, all Burst shares were immediately cancelled. 3. Equity-Based Compensation The Company has two stock option plans. The first is known as the "IPO Plan". Under the IPO Plan, employees were granted certain options as of the date of the Company's initial public offering in 2006. These option grants included conversion of former promissory options that were provided to individuals prior to the Company's incorporation as a C Corporation. The second Plan is the Burst Media Corporation 2006 Stock Option Plan (the "2006 Plan"). The 2006 Plan was established on April 11, 2006. Both Plans were designed to encourage select key employees, consultants and non-employee Directors of the Company to have a vested interest in the future growth and performance of the Company. Under the IPO Plan, stock option grants have various vesting schedules typically over a five year contractual term. Options under the 2006 Plan generally vest annually over a four year term and have a 10 year contractual term. Both plans generally require an employee to remain continuously employed at the Company for vesting to occur. The estimated fair value of options in both Plans, including the effect of estimated forfeitures, is recognized over the options' vesting periods. Stock option activity for the six month periods ended June 30 2009 and 2008 and for the year ended December 31, 2008 is summarized as follows: +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | | Six months ended | | Six months ended | | Year ended | +----------------------------+--------------------------------+--------+--------------------------------+--------+---------------------------------+ | | June 30, 2009 | | June 30, 2008 | | December 31, 2008 | +----------------------------+--------------------------------+--------+--------------------------------+--------+---------------------------------+ | | (Unaudited) | | (Unaudited) | | | +----------------------------+--------------------------------+--------+--------------------------------+--------+---------------------------------+ | | Number | | Weighted | | Number | | Weighted | | Number | | Weighted | | | | | Average | | of | | Average | | of | | Average | | | of | | Exercise | | Shares | | Exercise | | Shares | | Exercise | | | Shares | | Price | | | | Price | | | | Price | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Beginning | 3,306,705 | | $0.51 | | 3,434,705 | | $0.59 | | 3,434,705 | | $0.59 | | balance | | | | | | | | | | | | | outstanding | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Granted | 1,367,750 | | $0.11 | | 840,000 | | $0.16 | | 965,000 | | $0.15 | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Cancelled/expired | (217,500) | | $0.38 | | (653,500) | | $0.47 | | (1,093,000) | | $0.43 | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Ending | 4,456,955 | | $0.40 | | 3,621,205 | | $0.51 | | 3,306,705 | | $0.51 | | balance | | | | | | | | | | | | | outstanding | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Options | 1,161,256 | | $0.72 | | 822,701 | | $0.76 | | 520,327 | | $0.95 | | exercisable | | | | | | | | | | | | | at year end | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Options | 4,782,441 | | | | 5,878,941 | | | | 5,953,941 | | | | available | | | | | | | | | | | | | for grant | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ | Weighted | 7.3 | | | | 6.7 | | | | 6.8 | | | | average | | | | | | | | | | | | | remaining | | | | | | | | | | | | | contractual | | | | | | | | | | | | | life | | | | | | | | | | | | +----------------------------+------------+--------+----------+--------+------------+--------+----------+--------+-------------+--------+----------+ There were no remaining options available for future grants under the IPO Plan at June 30, 2009, June 30, 2008 and December 31, 2009. The weighted average grant date fair value of options granted during the six month periods ended June 30, 2009 and 2008 and during the year ended December 31, 2009 were $0.07, $0.09 and $0.09, respectively. New shares of Common stock are issued as required to meet option exercises. There were no options exercised during the six-month periods ended June 30, 2009 and 2008 or during the year ended December 31, 2008. The aggregate intrinsic value of options outstanding at June 30, 2009 and June 30, 2008 were $1 and $5, respectively. There were no options outstanding with an aggregate intrinsic value at December 31, 2008. The fair value of the stock option grants awarded was estimated as of the date of grant using a Black-Scholes option valuation model that used the following assumptions: +------------+-------------+--------+-------------+--------+----------+ | | Six Months Ended | | Year | | | | | Ended | +------------+------------------------------------+--------+----------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Expected | 0% | | 0% | | 0% | | dividend | | | | | | | yield | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Expected | 10% | | 10% | | 10% | | forfeiture | | | | | | | rate | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Expected | 65% | | 60% | | 60% | | stock | | | | | | | price | | | | | | | volatility | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Risk-free | 2.53% | | 3.13% | | 3.10% | | interest | | | | | | | rate | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Expected | 6.25 | | 6.25 | | 6.25 | | option | | | | | | | life in | | | | | | | years | | | | | | +------------+-------------+--------+-------------+--------+----------+ No dividend yield is expected since the Company has never paid cash dividends and has no present intention to pay cash dividends. The expected forfeiture rate was based on the Company's historical experience with pre-vesting option cancellations. The expected stock price volatility is based on a review of the Company's historical volatility and a review of peer companies' volatility coupled with future expectations of movement in the Company's stock price over the period commensurate with the expected life of the options. The risk-free interest rate is derived from U.S. Treasury discount notes with maturities comparable to the remaining expected life of the options. The expected option life is based on observed and expected time to post-vesting exercise and forfeitures of options by the Company's employees. Equity-based compensation expense for the six-month period ended June 30, 2008 and for the year ended December 31, 2008 is net of a cumulative pre-tax adjustment, reducing the expense by $64 as a result of a change to the estimated forfeiture rate for unvested stock option awards. For the six month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008, pre-tax equity-based compensation expense affected the results of operations as follows: +-------------------------------------+-------------+--+-------------+--+-------------+ | | Six Months Ended | | Year Ended | +-------------------------------------+------------------------------+--+-------------+ | | June 30 | | June 30 | | December 31 | +-------------------------------------+-------------+--+-------------+--+-------------+ | | 2009 | | 2008 | | 2008 | +-------------------------------------+-------------+--+-------------+--+-------------+ | | (Unaudited) | | (Unaudited) | | | +-------------------------------------+-------------+--+-------------+--+-------------+ | | | | | | | +-------------------------------------+-------------+--+-------------+--+-------------+ | Net loss before income tax expense | $(159) | | $(23) | | $(192) | | (benefit) | | | | | | +-------------------------------------+-------------+--+-------------+--+-------------+ | Income tax expense (benefit) | 67 | | 10 | | 81 | +-------------------------------------+-------------+--+-------------+--+-------------+ | Net loss | $(92) | | $(13) | | $(111) | +-------------------------------------+-------------+--+-------------+--+-------------+ | | | | | | | +-------------------------------------+-------------+--+-------------+--+-------------+ | Basic and fully diluted loss per | $0.00 | | $0.00 | | $0.00 | | share | | | | | | +-------------------------------------+-------------+--+-------------+--+-------------+ At June 30, 2009, June 30, 2008 and December 31, 2008, unrecognized compensation costs relating to unvested equity-based compensation was $363,000, $568,000 and $432,000, respectively. The Company expects to recognize the cost of these unvested awards over a weighted-average period of 2.1 years. The following summarizes the categorization of equity-based compensation expense for the six-month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008: +----------------+-------------+--------+-------------+--------+----------+ | | Six Months Ended | | Year | | | | | Ended | +----------------+------------------------------------+--------+----------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +----------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +----------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +----------------+-------------+--------+-------------+--------+----------+ | | | | | | | +----------------+-------------+--------+-------------+--------+----------+ | Sales | $38 | | $4 | | $54 | | and | | | | | | | marketing | | | | | | +----------------+-------------+--------+-------------+--------+----------+ | General | 62 | | 3 | | 67 | | and | | | | | | | administrative | | | | | | +----------------+-------------+--------+-------------+--------+----------+ | Technology | 59 | | 16 | | 71 | | and | | | | | | | product | | | | | | | development | | | | | | +----------------+-------------+--------+-------------+--------+----------+ | Total | $159 | | $23 | | $192 | +----------------+-------------+--------+-------------+--------+----------+ 4. Loss Per Share Basic and diluted loss per share were calculated as follows: +----------------------+-------------+--------+-------------+--------+-------------+ | | Six Months Ended | | Year | | | | | Ended | +----------------------+------------------------------------+--------+-------------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +----------------------+-------------+--------+-------------+--------+-------------+ | | 2009 | | 2008 | | 2008 | +----------------------+-------------+--------+-------------+--------+-------------+ | | (Unaudited) | | (Unaudited) | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Numerator: | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Net | $(745) | | $(399) | | $(274) | | loss | | | | | | | used | | | | | | | in | | | | | | | calculating | | | | | | | basic | | | | | | | and diluted | | | | | | | loss per | | | | | | | share | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Denominator: | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Weighted | | | 83,028,562 | | 83,028,562 | | average | 73,790,993 | | | | | | number | | | | | | | of | | | | | | | common | | | | | | | Shares | | | | | | | outstanding | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Effect | - | | - | | - | | of | | | | | | | dilutive | | | | | | | securities | | | | | | | - stock | | | | | | | options | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ | Shares | | | | | 83,028,562 | | used | 73,790.993 | | 83,028,562 | | | | in | | | | | | | calculating | | | | | | | fully | | | | | | | diluted | | | | | | | loss per | | | | | | | share | | | | | | +----------------------+-------------+--------+-------------+--------+-------------+ Antidilutive stock options outstanding were 4,456,955, 3,621,205 and 3,306,705 at June 30, 2009, June 30, 2008 and December 31, 2008, respectively. 5. Commitments and Contingencies In January 2009, the Company terminated its financial advisory and investment banking services agreement with Portico Capital Securities ("Portico"). Portico had been hired in December 2007 to evaluate strategic alternatives. The agreement with Portico provides that should the Company execute a definitive agreement, within twelve months of the termination date, to sell the Company, the Company would be required to pay a transaction fee to Portico of $1 million plus an escalating transaction fee for any transaction value received above $45 million. 6. Income Taxes The components of net loss before income tax expense (benefit) and of income tax expense (benefit) for the six month periods ended June 30, 2009 and 2008 and for the year ended December 31, 2008 were as follows: +------------+-------------+--------+-------------+--------+----------+ | | Six Months Ended | | Year | | | | | Ended | +------------+------------------------------------+--------+----------+ | | June | | June | | December | | | 30 | | 30 | | 31 | +------------+-------------+--------+-------------+--------+----------+ | | 2009 | | 2008 | | 2008 | +------------+-------------+--------+-------------+--------+----------+ | | (Unaudited) | | (Unaudited) | | | +------------+-------------+--------+-------------+--------+----------+ | Net | | | | | | | loss | | | | | | | before | | | | | | | income | | | | | | | tax | | | | | | | expense | | | | | | | (benefit): | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | $(1,004) | | $(580) | | $(235) | | Domestic | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | 13 | | 30 | | 34 | | Foreign | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Net | $(991) | | $(550) | | $(201) | | loss | | | | | | | before | | | | | | | income | | | | | | | tax | | | | | | | expense | | | | | | | (benefit) | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Income | | | | | | | tax | | | | | | | expense | | | | | | | (benefit): | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | | | | | | | Current: | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | $- | | $ | | $ | | Federal | | | (109) | | (233) | +------------+-------------+--------+-------------+--------+----------+ | | 17 | | (8) | | 33 | | State | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | - | | 6 | | (7) | | Foreign | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | 17 | | (111) | | (207) | | Subtotal | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Deferred: | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | (245) | | (40) | | 277 | | Federal | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | (18) | | - | | 3 | | State | | | | | | +------------+-------------+--------+-------------+--------+----------+ | | (263) | | (40) | | 280 | | Subtotal | | | | | | +------------+-------------+--------+-------------+--------+----------+ | Total | $(246) | | $ | | $ | | income | | | (151) | | 73 | | tax | | | | | | | expense | | | | | | | (benefit) | | | | | | +------------+-------------+--------+-------------+--------+----------+ Deferred tax assets and liabilities: Deferred tax assets and liabilities are comprised of the following: +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | | Six Months Ended | | Year Ended | +-------------------------------------------------------+------------------------------+--+-------------+ | | June 30 | | June 30 | | December | | | | | | | 31 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | | 2009 | | 2008 | | 2008 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | | (Unaudited) | | (Unaudited) | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Current deferred tax assets | | | | | | | (liabilities): | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Allowance for doubtful accounts | $73 | | $101 | | $ 94 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Federal NOL | 454 | | - | | $- | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | State NOL | 113 | | - | | $ 53 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Vacation accrual | 90 | | 68 | | 52 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Unrealized foreign currency | (1) | | 1 | | 35 | | translation | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Net current deferred tax assets | 729 | | 170 | | 234 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Non-current deferred tax assets | | | | | | | (liabilities): | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Equity-based compensation | $369 | | $326 | | $369 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Deferred rent | 54 | | 49 | | 52 | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Internal use software development | (653) | | - | | (400) | | costs | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Depreciation and amortization | (51) | | (40) | | (70) | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ | Net | (281) | | 335 | | (49) | | non-current | | | | | | | deferred | | | | | | | tax assets | | | | | | | (liabilities) | | | | | | +-------------------------------------------------------+-------------+--+-------------+--+-------------+ The net current deferred tax assets totalled $729, $170 and $234 at June 30, 2009, 2008 and December 31, 2008 are included in prepaid expenses and other current assets. The net non-current deferred tax liabilities totalled $281 and $49 at June 30, 2009 and December 31, 2008 are included in other long term liabilities, while net non-current deferred tax assets totalled $335 at June 30, 2008 are included in other assets. In assessing the realizability of the Company's deferred tax assets, the Company considered whether it was more likely than not that some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In making this determination, under the applicable financial reporting standards, the Company considered the scheduled reversal of its deferred tax liabilities, projected future taxable income and tax planning strategies. The Company's estimates of future taxable income take into consideration, among other items, estimates of future income tax deductions related to the exercise of stock options. Based upon the level of historical taxable income and income tax liability and projections for future taxable income over the periods in which the deferred tax assets are utilizable, it is more likely than not that the Company will realize the benefits of its entire deferred tax asset. In the event that actual results differ from estimates or estimates in future periods are revised, the Company may need to establish a valuation allowance, which could materially impact its financial position and results of operations. 7. New Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 established a common definition for fair value to be applied to U.S. GAAP guidance requiring use of fair value, established a framework for measuring fair value, and expanded disclosure about such fair value measurements. SFAS No. 157 became effective for the Company's financial assets and liabilities on January 1, 2008. Certain provisions of SFAS No. 157 relating to the Company's nonfinancial assets and liabilities became effective January 1, 2009. The implementation of SFAS No. 157 does not materially affect the Company's interim financial statements. SFAS No. 157 establishes a hierarchy for ranking the quality and reliability of the information used to determine fair values. SFAS No. 157 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: +--------+--------------+ | Level | Unadjusted | | 1 | quoted | | | market | | | prices in | | | active | | | markets | | | for | | | identical | | | assets or | | | liabilities. | | | | +--------+--------------+ | Level | Unadjusted | | 2 | quoted | | | prices in | | | active | | | markets | | | for | | | similar | | | assets or | | | liabilities, | | | unadjusted | | | quoted | | | prices for | | | identical or | | | similar | | | assets or | | | liabilities | | | in markets | | | that are not | | | active, or | | | inputs other | | | than quoted | | | prices are | | | observable | | | for the | | | asset or | | | liability. | | | | +--------+--------------+ | Level | Unobservable | | 3 | inputs for | | | the asset or | | | liability. | | | | +--------+--------------+ The Company endeavours to utilize the best available information in measuring fair value. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and Cash Equivalents - The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value due to the short-term maturity of these instruments. In May 2009, the FASB issued SFAS No. 165 - "Subsequent Events" ("SFAS No. 165"). SFAS No. 165 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. SFAS No. 165 requires additional disclosures only, and therefore did not have an impact on the Company's financial position, results of operations or cash flows. We have evaluated subsequent events through September 24, 2009, the date we have issued this interim financial information. In June 2009, the FASB issued SFAS No. 168 - "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 replaces SFAS No. 162 - "The Hierarchy of Generally Accepted Accounting Principles" and identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States. SFAS No. 168 will become effective for financial statements issued for interim and annual periods ending after September 24, 2009. The Company does not expect the adoption of SFAS No. 168 to have any material impact on its financial statements. 8. Subsequent Events On September 11, 2009 the Company signed a letter of intent to acquire, in principle, certain of the assets of Giant Realm, Inc., an online video game advertising network. The consideration for the acquisition, which is subject to due diligence and the satisfaction of certain conditions, is expected to be approximately $2.1 million in cash and 2.5 million shares of Burst common stock. The Company expects the transaction to close by mid-October 2009. This information is provided by RNS The company news service from the London Stock Exchange END IR UOVWRKNRKUAR
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