8-K


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): January 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)
 
 
 
 
 
3930 Howard Hughes Parkway, Suite 400, Las Vegas, NV

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
c Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

c Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02
Results of Operations and Financial Condition.

On March 30, 2016, Remark Media, Inc. (“we”, “us” or “our”) issued a press release announcing our financial results for the three months and year ended December 31, 2015. 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 March 30, 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:
March 30, 2016
 
By:
/s/ Douglas Osrow
 
 
 
Name:
Douglas Osrow
 
 
 
Title:
Chief Financial Officer




Exhibit

EXHIBIT 99.1



Remark Media Reports Fourth Quarter and Full Year 2015 Results

– Fourth quarter 2015 net revenue of $11.8 million represents significant year-over-year growth, primarily attributable to successful Vegas.com acquisition –
– To hold fourth quarter and full year 2015 financial results conference call
today at 1:30 p.m. PT / 4:30 p.m. ET –

LAS VEGAS, NV - March 30, 2016 - Remark Media (NASDAQ: MARK), a global digital media company, announced its financial results for the fourth quarter and full year 2015.

Kai-Shing Tao, Remark Media Chairman and CEO, stated, “Our 2015 performance reflects the significant progress we have made in positioning Remark Media as an innovative digital media technology company focused on the Millennial demographic. Our data intelligence platform, KanKan, enables us to amass data on over 1.3 billion socially active users globally. This information provides us significant advantage in enhancing user engagement and brand awareness across all of our digital media properties, including Vegas.com, which we acquired in September 2015. To support our future revenue growth, we expect to leverage our unique access to this data to attract retailers and advertisers who could benefit from the predictive analytics and location-based services we provide. We are excited by our progress in 2015; however, we are more confident than ever that the best is yet to come.”

Financial Results for the Three Months Ended December 31: 2015 Compared to 2014
Net revenue was $11.8 million, compared to $0.2 million.
Operating loss was $7.2 million, compared to $5.6 million.
Net loss was $14.1 million, or $0.72 per diluted share, compared to $5.4 million, or $0.43 per diluted share.
At December 31, 2015, cash and cash equivalents were $5.4 million.

Financial Results for the Twelve Months Ended December 31: 2015 Compared to 2014
Net revenue was $14.2 million, compared to $1.8 million.
Operating loss was $22.6 million, compared to $17.9 million.
Net loss was $31.4 million, or $2.06 per diluted share, compared to $18.2 million, or $1.53 per diluted share.

Conference Call Information

Remark Media’s management team will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT, to discuss its fourth quarter and full year 2015 earnings results, review recent activity and answer questions. To access the call in the U.S. please dial 1-888-539-3678 and for international calls dial 1-719-457-2664 approximately 10 minutes prior to the start of the conference. The conference ID is 6425588. 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 6425588.





EXHIBIT 99.1

About Remark Media, Inc.

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

Forward-Looking Statements

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

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

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




EXHIBIT 99.1

REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2015

 
December 31,
 
2015
 
2014
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
5,422

 
$
1,525

Restricted cash
9,416

 

Trade accounts receivable, net
746

 
41

Prepaid expense and other current assets
2,637

 
707

Notes receivable, current
172

 

Total current assets
18,393

 
2,273

Restricted cash
2,250

 

Notes receivable
371

 
1,350

Property and equipment, net
7,425

 
1,398

Investment in unconsolidated affiliate
1,030

 
1,030

Intangibles, net
44,780

 
6,518

Goodwill
20,337

 
5,293

Other long-term assets

 
94

Total assets
$
94,586

 
$
17,956

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Accounts payable
$
14,422

 
$
1,356

Advances from stockholder

 
86

Accrued expense and other current liabilities
11,827

 
1,210

Demand note payable to related party

 
350

Deferred merchant booking
6,997

 

Deferred revenue
3,262

 

Current maturities of long-term debt
100

 

Current maturities of long-term debt payable to related parties

 
2,500

Capital lease obligations
205

 
158

Total current liabilities
36,813

 
5,660

Long-term debt, less current portion and net of discount and debt issuance cost
23,616

 
3,100

Long-term debt payable to related parties, less current portion and net of discount

 
3,481

Warrant liability
19,195

 
512

Other liabilities
2,904

 
25

Total liabilities
82,528

 
12,778

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

 

Common stock, $0.001 par value; 50,000,000 shares authorized; 19,659,362 and 12,784,960 shares issued and outstanding at December 31, 2015 and 2014, respectively
20

 
13

Additional paid-in-capital
173,477

 
135,116

Accumulated other comprehensive income (loss)
(5
)
 
36

Accumulated deficit
(161,434
)
 
(129,987
)
Total stockholders’ equity
12,058

 
5,178

Total liabilities and stockholders’ equity
$
94,586

 
$
17,956





EXHIBIT 99.1

REMARK MEDIA, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
December 31, 2015

 
Three Months Ended December 31,
 
Year Ended December 31,
 
2015
 
2014
 
2015
 
2014
Revenue, net
11,789

 
182

 
14,229

 
1,838

Cost of revenue (exclusive of depreciation and amortization reported below)
(1,608
)
 
(9
)
 
(1,864
)
 
(74
)
Gross margin
10,181

 
173

 
12,365

 
1,764

 
 
 
 
 
 
 
 
Operating expense
 
 
 
 
 
 
 
Sales and marketing
3,913

 
94

 
4,758

 
345

Content, technology and development
1,261

 
81

 
1,683

 
434

General and administrative
9,856

 
5,390

 
25,220

 
17,810

Depreciation and amortization
2,372

 
238

 
3,281

 
767

Impairment of long-lived assets

 

 

 
268

Total operating expense
17,402

 
5,803

 
34,942

 
19,624

 
 
 
 
 
 
 
 
Operating loss
(7,221
)
 
(5,630
)
 
(22,577
)
 
(17,860
)
 
 
 
 
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
Debt conversion expense

 

 
(1,469
)
 

Interest expense
(1,219
)
 
(140
)
 
(1,927
)
 
(460
)
Other income (expense), net
29

 
41

 
(50
)
 
82

Gain (loss) on change in fair value of warrant liabilities
(5,673
)
 
317

 
(5,432
)
 
28

Other gain
2

 

 
8

 

Total other income (expense), net
(6,861
)
 
218

 
(8,870
)
 
(350
)
 
 
 
 
 
 
 
 
Loss before income tax
(14,082
)
 
(5,412
)
 
(31,447
)
 
(18,210
)
Provision for income taxes

 

 

 

Net loss
(14,082
)
 
(5,412
)
 
(31,447
)
 
(18,210
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Foreign currency translation adjustments

 

 

 
39

Comprehensive loss
(14,082
)
 
(5,412
)
 
(31,447
)
 
(18,171
)
 
 
 
 
 
 
 
 
Net loss per share
 
 
 
 
 
 
 
Net loss per share, basic and diluted
(0.72
)
 
(0.43
)
 
(2.06
)
 
(1.53
)
Basic and diluted weighted-average shares outstanding
19,448

 
12,543

 
15,278

 
11,884