UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2009
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-52408
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EMERGING MEDIA HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 13-1026995
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1809 E. BROADWAY ST., SUITE 175, OVIEDA, FLORIDA 32765
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(Address of principal executive offices) (Zip Code)
(407) 620-1063
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(Registrant's Telephone Number, Including Area Code)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. (Check One):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of May 1, 2009, there were 16,303,000 shares of Common Stock, $0.001 par
value, outstanding.
Emerging Media Holdings, Inc.
Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Consolidated Balance Sheets as of March 31, 2009
and December 31, 2008 (unaudited) 2
Consolidated Statements of Operations for the
Three Months Ended March 31, 2009 and 2008 (Unaudited) 3
Consolidated Statements of Comprehensive Income for the
Three Months ended March 31, 2009 and 2008 (unaudited) 4
Consolidated Statement of Stockholders' Equity (Deficiency)
for the Period Ended March 31, 2009 (Unaudited) 5
Statement of Cash Flows for the Three Months
Ended March 31, 2009 and 2008 6-7
Notes to Unaudited Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 19
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures
25
PART II. OTHER INFORMATION
25
Item 6. Exhibits.
25
Signatures
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
Certain information and footnote disclosures required under accounting
principles generally accepted in the United States of America have been
condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the Company's Form 10-K for the year ending December 31,
2008.
The results of operations for the three months ended March 31, 2009 and
2008 are not necessarily indicative of the results for the entire fiscal year or
for any other period.
-1-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
March 31, December 31,
2009 2008
---- ----
CURRENT ASSETS:
Cash $ 1,302,400 $ 1,334,738
Marketable securities 250,000 250,000
Note receivable 3,840,000 3,840,000
Accounts receivable - net of allowance 307,729 262,889
Inventories 7,054 5,728
Employee receivables and other current assets 448,477 458,024
------------ ------------
Total Current Assets 6,155,660 6,151,379
Property, plant and equipment, net 168,192 109,026
Intangible assets - net 300,653 314,857
Goodwill 3,639,645 3,639,645
------------ ------------
TOTAL ASSETS $ 10,264,150 $ 10,214,907
============ ============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable $ 108,493 $ 87,958
Accrued expenses 175,193 179,893
Current portion of capital lease obligation 2,967 2,967
Notes payable - related parties 39,971 47,123
------------ ------------
Total Current Liabilities 326,624 317,941
------------ ------------
LONG-TERM LIABILITIES:
Capital lease obligation - less current portion 5,369 6,357
------------ ------------
Total Liabilities 331,993 324,298
------------ ------------
Commitments and Contingencies - -
EQUITY:
Emerging Media Holdings Inc. and Subsidiaries Stockholders' Equity:
Preferred stock, no par value, 1,000,000 shares to be
designated at March 31, 2009 - at stated value 4,000,000 4,000,000
Common stock, $.001 par value, 100,000,000 shares
authorized; 16,303,000 and 16,303,000 shares issued
at March 31, 2009 and December 31, 2008 16,303 16,303
Additional paid-in-capital 5,027,003 5,027,003
Retained earnings 785,208 693,547
Cumulative other comprehensive income 112,880 162,993
Less: Cost of common stock in treasury, 9,800 shares (9,237) (9,237)
------------ ------------
Total Emerging Media Holdings Inc. and Subsidiaries Stockholders' Equity: 9,932,157 9,890,609
Noncontrolling interest - -
------------ ------------
Total Equity 9,932,157 9,890,609
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 10,264,150 $ 10,214,907
============ ============
See Notes to Unaudited Consolidated Financial Statements
-2-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
March 31,
2009 2008
---- ----
Sales $ 588,806 $ 309,077
------------ -----------
Costs and expenses:
Cost of sales 288,496 204,809
Selling and marketing expenses 31,374 16,271
General and administrative expenses 204,110 69,756
Other operating expenses 28,719 18,025
------------ -----------
552,699 308,861
------------ -----------
Income from operations 36,107 216
Other income (expense):
Other income - 21,603
Interest expense (694) -
Interest income 56,248 -
------------ -----------
55,554 21,603
------------ -----------
Earnings before provision for income taxes 91,661 21,819
Provision for income taxes - -
------------ -----------
Net earnings 91,661 21,819
Less: Net income attributable to the
noncontrolling ineterest - -
------------ -----------
Net earnings attributable to Emerging Media Inc.
and Subsidiaries $ 91,661 $ 21,819
============ ===========
Earnings per common share:
Earnings per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders - basic $ 0.01 $ -
============ ===========
Earnings per common share attributable to
Emerging Media Inc. and Subsidiaries
common shareholders - diluted $ 0.01 $ -
============ ===========
Weighted average common shares - basic 16,303,000 15,053,000
============ ===========
Weighted average common shares - diluted 17,303,000 15,053,000
============ ===========
Amounts attributable to Emerging Media Inc.
and Subsidiaries common shareholders:
Net earnings $ 91,661 $ 21,819
============ ===========
See Notes to Unaudited Consolidated Financial Statements
-3-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(Unaudited)
Three Months Ended
March 31,
2009 2008
---- ----
Net income $ 91,661 $ 21,819
Other comprehensive income (loss) - net of tax:
Currency translation adjustment (50,113) (18,539)
-------- --------
Comprehensive income 41,548 3,280
Comprehensive income attributable to noncontrolling
interest - -
-------- --------
Comprehensive income attributable to Emerging Media Inc.
and Subsidiaries $ 41,548 $ 3,280
======== ========
See Notes to Unaudited Consolidated Financial Statements
-4-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
MARCH 31, 2009
(Unaudited)
Cumulative
Other Non-
Preferred Stock Common Stock Compre- control-
Comprehensive Number of Number of Additional Paid Retained hensive Treasury ling
Total Income Shares Amount Shares Amount In Capital Earnings Income Stock Interest
----- ------ ------ ------ ------ ------ ---------- -------- ------ ----- --------
Balance, January
1, 2008 $ 801,361 - $ - 15,053,000 $ 15,053 $ 28,253 $ 642,823 $115,232 $ - $ -
Sale of common
stock 5,000,000 1,250,000 1,250 4,998,750
Issuance of
preferred stock 4,000,000 1,000,000 4,000,000
Purchase of 9,800
shares of
treasury stock (9,237) (9,237)
Contribution from
noncontrolling
interest 260 260
Net income year
ended December
31, 2008 50,464 $ 50,464 50,724 -260
Currency
translation 47,761 47,761 47,761
--------
Comprehensive
income $ 98,225
========
---------- --------- ---------- ---------- -------- ---------- --------- -------- ------- -----
Balance, December
31, 2008 9,890,609 1,000,000 4,000,000 16,303,000 16,303 5,027,003 693,547 162,993 (9,237) -
Net income 91,661 $ 91,661 91,661
Currency
translation (50,113) (50,113) (50,113)
--------
Comprehensive
income $ 41,548
========
---------- --------- ---------- ---------- -------- ---------- --------- -------- ------- ------
Balance, March
31, 2009 $9,932,157 1,000,000 $4,000,000 16,303,000 $ 16,303 $5,027,003 $ 785,208 $112,880 $(9,237) $ -
========== ========= ========== ========== ======== ========== ========= ======== ======= ======
See Notes to Unaudited Consolidated Financial Statements
-5-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31,
2009 2008
---- ----
Cash flows from operating activities:
Net earnings $ 91,661 $ 21,819
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 26,690 22,637
Changes in operating assets and liabilities:
Decrease in trade receivables (71,046) 38,087
(Increase) decrease in inventories (1,326) (4,966)
(Increase) decrease in employee receivables and other
current assets 4,573 (43,330)
Increase (decrease) in accounts payable,
accrued liabilities and income taxes payable 15,970 55,070
----------- ---------
Net Cash Provided by Operating
Activities 66,522 89,317
----------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (78,509) (11,244)
Repayment of loans by employees 4,726 -
----------- ---------
Net Cash Used In Investing Activities (73,783) (11,244)
----------- ---------
Cash flows from financing activities:
Proceeds from loans - related parties - 1,619
Repayment of debt - related parties - (43,280)
Repayment of debt (1,383) -
----------- ---------
Net Cash Provided by (Used In) Financing Activities (1,383) (41,661)
----------- ---------
Effect of exchange rate changes on cash (23,694) (12,829)
----------- ---------
Net Increase (decrease) in cash (32,338) 23,583
Cash - Beginning of period 1,334,738 179,813
----------- ---------
Cash - End of period $ 1,302,400 $ 203,396
=========== =========
See Notes to Unaudited Consolidated Financial Statements
-6-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
For the Three Months Ended
March 31,
2009 2008
---- ----
Supplemental disclosure cash flow information:
Cash paid for interest $ 694 $ -
===== ===
Cash paid for income taxes $ - $ -
===== ===
See Notes to Unaudited Consolidated Financial Statements
-7-
EMERGING MEDIA HOLDINGS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet as of March 31, 2009 and the consolidated
statements of operations, stockholders' equity and cash flows for the periods
presented herein have been prepared by Emerging Media Holdings, Inc. (the
"Company" or "EMH") and are unaudited. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) necessary to
present fairly the financial position, results of operations, changes in
stockholders' equity and cash flows for all periods presented has been made. The
information for the consolidated balance sheet as of December 31, 2008 was
derived from audited financial statements.
Organization
EMH was incorporated in the State of Nevada on September 3, 2003. The Company
directs its operations through its subsidiaries, Media Alianta S.R.L. ("Media
Alianta"), formerly Cabavarum S.R.L., Analytic Media Group, S.A. ("AMG"), Media
Top Prim S.R.L (LLC) ("Media Top Prim") and Alkasar Media Services S.R.L. All
the subsidiaries' operations and assets are located in the Republic of Moldova.
Through its subsidiaries, the Company's primary activities are in radio and
television broadcasting. The Company was granted a broadcasting license in 2005
which extends through 2011. The Company earns its revenue primarily through
advertisement sales.
Basis of Presentation
In July 2006, EMH entered into a share exchange agreement with Cabavarum S.R.L.
("Cabavarum"), a Moldavia company, with primary activities in radio and
television broadcasting and earns its revenue primarily through advertisement
sales. In connection with the share exchange, the Company acquired the assets
and assumed the liabilities of Cabavarum. For accounting purposes, the share
exchange has been treated as a recapitalization of Cabavarum.
As provided for in the share exchange agreement, the stockholders of Cabavarum
received 5,251,000 shares of newly issued EMH common stock in exchange for the
outstanding shares of Cabavarum they held, which was accounted for as a
recapitalization. The financial statements prior to July 2006, are those of
Cabavarum and reflect the asset and liabilities of Cabavarum and AMG at
historical carrying amounts. In addition, certain shareholders of EMH
transferred 6,726,400 shares to associates of Cabavarum. The associates provided
consulting services to the shareholders of Cabavarum in connection with the
merger with EMH, marketing activities, relations within the Russian media
market, computer programming and acquisitions.
Immediately following the share exchange, EMH had a total of 15,053,000 common
shares issued and outstanding, of which the shareholders and associates of
Cabavarum controlled 80% of the outstanding common stock.
In addition, the resignation of the former officer and directors of EMH took
effect upon the close of the share acquisition exchange. The Cabavarum Board of
Directors became the Board of Directors of EMH.
In April 2007, Cabavarum changed its name to Media Alianta.
-8-
Significant Accounting Policies
Principles of Consolidation
- ---------------------------
The consolidated financial statements of the Company include the Company and its
wholly-owned and majority-owned subsidiaries. All material intercompany balances
and transactions have been eliminated. For those consolidated subsidiaries in
which the Company's ownership is less than 100 percent (100%), the outside
stockholders' interests are shown as minority interests. The minority ownership
of the Company's earnings or loss is classified as "Minority share of Alkasar
Media Services S.R.L. net loss" in the consolidated statement of operations.
Economic and Political Risks
- ----------------------------
The Company faces a number of risks and challenges since its operations are in
the Republic of Moldova and its primary market is in Moldova. The financial
statements have been prepared assuming the Company will continue as a going
concern. 100% of the consolidated revenue is earned in Moldova. Management
cannot presently predict what future impact the political risk will have on the
Company, if any, or how the political climate in Moldova will affect the
Company's operations. Accordingly, events resulting from any change in the
political climate could have a material effect on the Company.
Cash Equivalents
- ----------------
Cash equivalents include short-term investments in money market funds with an
original maturity of three months or less when purchased. At March 31, 2009 and
December 31, 2008, cash equivalents approximated $751,000 and $815,000,
respectively.
Marketable Securities
- ---------------------
The Company classifies its fixed income securities as "held-to-maturity", and
accordingly, are carried at cost, which approximates market value. In accordance
with Financial Accounting Standards Board ("FASB") Staff Position Nos. FAS 115-1
and FAS 124-1 "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments" ("FSP 115-1"), the Company periodically
reviews its marketable securities and determines whether the investments are
other-than-temporarily impaired. If the investments are deemed to be
other-than-temporarily impaired, the investments are written down to their then
current fair market value. See Note 5 for further discussion regarding these
impairment charges. Realized gains or losses from the sale of marketable
securities are based on the specific identification method.
Inventories
- -----------
Inventories are stated at the lower of cost or market on average cost basis, and
includes petrol and cosmetic products.
Employee Receivables
- --------------------
The Company advances loans to certain employees. The loans are interest free.
Receivables from employees at March 31, 2009 and December 31, 2008 amounted to
$84,053 and $93,559, respectively, and are included in employee receivables and
other current assets on the Company's consolidated balance sheet.
Depreciation
- ------------
Property, plant and equipment are carried at cost less accumulated depreciation.
The cost of repairs and maintenance is expensed as incurred; major replacements
and improvements are capitalized. When assets are retired or disposed of, the
cost and accumulated depreciation are removed from the accounts, and any
resulting gains or losses are included in income in the year of disposition.
Depreciation is provided using the straight-line method over the estimated
useful lives of the assets. The lives applied are as follows:
Office equipment 3-5 Years
Vehicles 7 Years
Manufacturing equipment 5-10 Years
Foreign Currency Translation
- ----------------------------
The functional currency for foreign operations is the Moldova lei ("MDL$").
Assets and liabilities of foreign operations are translated at exchange rates as
of the balance sheet date and income, expense and cash flow items are translated
at the average exchange rate for the applicable period. Translation adjustments
are recorded in Cumulative Other Comprehensive Income (Loss).
-9-
Conversion of assets and liabilities from MDL$ into US$ has been made at the
rate of exchange on March 31, 2009 and December 31, 2008: at US$1.00: MDL 10.96:
and US$1.00: MDL 10.40.
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 disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Revenue Recognition
- -------------------
The Company recognizes revenue in accordance with the guidance contained in SEC
Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements".
Revenue from advertisement sales is recognized on a contract basis and is earned
over the life of the contract as the services for advertising are performed.
The Company provides allowances for expected doubtful accounts based upon
historical bad debt experience and periodic evaluations of specific customer
accounts.
Goodwill
- --------
The Company tested goodwill for impairment during the fourth quarter of 2008
following its recent acquisition, using a fair value approach at the reporting
unit level. The Company will test for impairment annually during the fourth
quarter. A reporting unit is an operating segment or one level below an
operating segment for which discreet financial information is available and
reviewed by management. Assets and liabilities of the Company have been assigned
to the reporting units to the extent that they are employed in or are considered
a liability related to the operations of the reporting unit and were considered
in determining the fair value of the reporting unit.
Evaluation of Long-lived Assets
- -------------------------------
The Company reviews property and equipment for impairment whenever events or
changes in circumstances indicate the carrying value may not be recoverable in
accordance with guidance in SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". If the carrying value of the long-lived assets
exceeds the present value of the related estimated future cash flows, the asset
would be adjusted to its fair value and an impairment loss would be charged to
operations in the period identified.
Income Taxes
- ------------
Taxes are calculated in accordance with taxation principles currently effective
in the Republic of Moldova and the United States of America.
The Company accounts for income taxes using the asset and liability approach
under which deferred income taxes are recognized by applying enacted tax rates
applicable to future years to the differences between the financial statement
carrying amounts and the tax basis of reported assets and liabilities.
For that portion of foreign earnings that have not been repatriated, an income
tax provision has not been recorded for U.S. federal income taxes on
undistributed earnings of foreign subsidiaries as such earnings are intended to
be permanently reinvested in these operations. Such earnings would become
taxable upon the sale or liquidation of these foreign subsidiaries or upon
repatriation of earnings.
Effective January 1, 2007, uncertain tax positions are accounted for in
accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes". See Note 12 for further discussion.
-10-
Concentration of Credit Risk
- ----------------------------
Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and accounts receivable.
The Company's cash and cash equivalents are concentrated primarily in four banks
in Moldova. At times, such deposits could be in excess of insured limits.
Management believes that the financial institutions that hold the Company's
financial instruments are financially sound and, accordingly, minimal credit
risk is believed to exist with respect to these financial instruments.
Accounts receivable are reviewed daily and credit is given after the review of
the Company's credit policies. Exposure to losses on receivables is principally
dependent on each customer's financial condition.
Retransmission Rights
- ---------------------
The Company enters into agreements for the right to retransmit programs from
other television networks. The terms of the agreements are on an annual basis
and the costs are expensed as a part of cost of sales over the life of the
agreements.
Earnings Per Share
- ------------------
Basic earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted
earnings per common share are computed by dividing net earnings by the weighted
average number of common shares and potential common shares outstanding during
the period. Potential common shares used in computing diluted earnings per share
relate to preferred stock which if exercised would have a dilutive effect on
earnings per share. For the three months ended March 31, 2009 and 2008, there
were 1,000,000 and -0-, respectively, potential common shares outstanding.
The weighted average shares outstanding used in the computation of basic and
diluted earnings per share are as follows:
March 31,
2009 2008
---- ----
Basic 16,303,000 15,053,000
Potential shares 1,000,000 -
---------- ----------
Fully diluted 17,303,000 15,053,000
========== ==========
Fair Value of Financial Instruments
- -----------------------------------
For financial instruments, including cash and cash equivalents, marketable
securities, accounts receivable, notes receivable, accounts payable and accrued
expenses, the carrying amount approximates fair value because of the short
maturities of such instruments.
New Financial Accounting Standards
- ----------------------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which enhances existing guidance for measuring assets and liabilities using fair
value. This Standard provides a single definition of fair value, together with a
framework for measuring it, and requires additional disclosure about the use of
fair value to measure assets and liabilities. In February 2008, the FASB issued
FASB Staff Position SFAS 157-1, "Application of SFAS No. 157 to SFAS No. 13 and
Its Related Interpretative Accounting Pronouncements that Address Leasing
Transactions" ("FSP SFAS 157-1") and FASB Staff Position SFAS 157-2, "Effective
Date of SFAS No. 157" ("FSP SFAS 157-2"). FSP SFAS 157-1 excludes SFAS No. 13
and its related interpretive accounting pronouncements that address leasing
transactions from the requirements of SFAS No. 157, with the exception of fair
value measurements of assets and liabilities recorded as a result of a lease
transaction but measured pursuant to other pronouncements within the scope of
SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
-11-
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective
for the Company upon adoption of SFAS No. 157 on January 1, 2008. See Note 5 for
disclosures related to the Company's financial assets accounted for at fair
value on a recurring or nonrecurring basis. The Company completed its
implementation of SFAS No. 157 effective January 1, 2009 and it did not have a
material impact on its financial statements.
In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 "Business
Combinations". This statement is intended to improve the relevance, completeness
and representational faithfulness of the information provided in financial
reports about the assets acquired and the liabilities assumed in a business
combination. This Statement requires an acquiror to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the Statement. Under SFAS 141(R),
acquisition-related costs, including restructuring costs, must be recognized
separately from the acquisition and will generally be expensed as incurred. That
replaces SFAS 141's cost-allocation process, which required the cost of an
acquisition to be allocated to the individual assets acquired and liabilities
assumed based on their estimated fair values. SFAS 141(R) shall be applied
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual report period beginning on or after
December 15, 2008. The Company completed its implementation of SFAS No. 141(R)
effective January 1, 2009 and it did not have a material impact on its financial
statements.
In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - An amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Specifically, this statement requires the recognition of
noncontrolling interests (minority interest) as equity in the consolidated
financial statements and separate from parent's equity. The amount of net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement. SFAS 160 clarifies that changes in a
parent's ownership in a subsidiary that does not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment of the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interest of the parent and its noncontrolling interest. SFAS 160
is effective for fiscal years, and interim periods other than fiscal years,
beginning on or after December 15, 2008. The Company completed its
implementation of SFAS No. 160 effective January 1, 2009 and it did not have a
material impact on the Company's Consolidated Balance Sheet. See Note 11 of
Notes to Unaudited Consolidated Financial Statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. The Company completed its implementation of SFAS No. 162
effective January 1, 2009 and it did not have a material impact on its financial
statements.
2. ACQUISITION
On May 2, 2008, the Company acquired the common stock of Media Top Prim S.R.L.
(LLC) ("Media Top Prim"), located in Moldova, for 1 million shares of the
Company's preferred stock of a class and series to be authorized, valued at $4.0
million. The preferred shares are convertible into common shares on a 1:1 basis
after a holding period of one year on the condition the Company's stock price
will not be less than $4 per share. Media Top Prim's primary activities are in
radio and television broadcasting. Media Top Prim earns its revenues primarily
through advertisement sales. Media Top Prim was granted a broadcasting license
on April 24, 2007 which extends to April 24, 2013. The purchase price was
allocated to both tangible and intangible assets and liabilities based on
estimated fair values after considering an independent formal appraisal.
The acquisition has been accounted for using the purchase method of accounting,
and accordingly, the results of operations of Media Top Prim are included in the
Company's consolidated financial statements from May 2, 2008.
-12-
The following unaudited proforma summary results of operations assume Media Top
Prim had been acquired as of January 1, 2008:
Three Months
Ended
March 31, 2008
--------------
Net sales $ 374,448
Net earnings 16,572
Earnings per share -
diluted $0.00
The information above is not necessarily indicative of the results of operations
that would have occurred if the acquisition had been consummated as of January
1, 2008. Such information should not be construed as a representation of the
future results of operations of the Company.
3. JOINT VENTURE
In August 2008, the Company announced the creation of a new advertising company,
Alkasar Media Services S.R.L. The Company and Alkasar Region LLC have agreed to
become partners to promote new advertising technologies in Republic of Moldova
in the media buying business, each owning a 50% interest in the joint venture.
The joint venture has been funded through the initial share capital from each of
the investors. If additional capital is needed, the joint venture will raise the
additional capital from contributions in share capital or loans from the
shareholders. If one shareholder does not want to fund the joint venture, it is
not obligated to invest the money.
The joint venture shall make annual distributions to the joint venture partners.
The distribution is up to the discretion of the general manager of the joint
venture within 30 days following the end of the fiscal year. The general manager
is not allowed to make distributions if it is for the full payment of the share
capital or if the result of the distribution the assets would be less than the
amount of the share capital. For the three months ended March 31, 2009, no
distributions were made.
Alkasar Region LLC is affiliated with Gazprom - Media JSC advertising agency,
selling advertising in more then 80 of the largest Russian cities, such as
Moscow, St. Petersburg and others.
4. GOODWILL AND INTANGIBLES
Goodwill represents the excess of the purchase price and related acquisition
costs over the value assigned to the net intangible and other intangible assets
with finite lives acquired in a business acquisition. Effective January 1, 2009,
acquisition related costs will be recognized separately from the acquisition in
accordance with SFAS 141(R).
Other intangibles include the value assigned to the license purchased as part of
the acquisition. Amounts assigned to these intangibles was determined by
management. Management considered a number of factors in determining the
allocations, including valuations and independent appraisals. Other intangibles
are being amortized over 7 years, the life of the license. Amortization expense
was $12,429 and $-0-, for the three months ended March 31, 2009 and 2008,
respectively.
-13-
The changes in the carrying value of goodwill for the three months ended March
31, 2009 are as follows:
Total
-----
Balance, December 31, 2008 $ 3,639,645
Adjustments -
-----------
Balance, March 31, 2009 $ 3,639,645
===========
For the annual goodwill impairment assessment performed in 2008, the Company's
fair value analysis was supported by a weighting of two generally accepted
valuation approaches, including the income approach and the market approach, as
further described below. These approaches include numerous assumptions with
respect to future circumstances, such as industry and/or local market conditions
that might directly impact operations in the future, and are therefore
uncertain. These approaches are utilized to develop a range of fair values and a
weighted average of these approaches is utilized to determine the best fair
value estimate within that range.
The income approach is based on a projection of discounted cash flows prepared
by Company management. The following range of assumptions was utilized in
calculating the Company's future cash flow projection:
o Revenue growth rates from 0% to 25%
o Weighted average cost of capital of 11.0% to 13.3%
The market approach applies multiples of guideline companies to certain of the
Company's value measures (earnings before interest and taxes and debt-free cash
flow, for example). A control premium ranging from 27.5% - 31.7% was factored
into the calculation.
Once the fair value was determined under each valuation method, the Company
established the weight of each valuation method. As management's projections
provided for the discounted cash flow analysis are believed to be more
indicative of the Company's future performance, the income approach was weighted
at 75%. The guideline company approach relies on the market and given the
present state of the economy with significant market fluctuations, the Company
believes the discounted cash flow projections are a more reliable base. As a
result, the market approach was weighted at 25%.
The annual impairment test related to the Company's goodwill was performed
during the fourth quarter of 2008.
The components of intangible assets other than goodwill are as follows:
March 31, 2009 December 31, 2008
-------------- -----------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------ ------------ ------ ------------
License agreements $348,000 $45,572 $348,000 $33,143
======== ======= ======== =======
During the year ended December 31, 2008, the Company acquired intangible assets
related to a licensing agreement in the amount of $348,000. At the time of
acquisition, this intangible assets had a weighted average estimated life of 7
years.
-14-
Estimated amortization expense for intangible assets for the next five years is
as follows:
Year Ending Amortization
December 31, Expense
------------ -------
2009 $ 37,285
2010 49,714
2011 49,714
2012 49,714
2013 49,714
5. MARKETABLE SECURITIES
At March 31, 2009 and December 31, 2008, marketable securities have a cost and
estimated fair value of $250,000 and $250,000, respectively. The market value of
the marketable securities did not change as the securities were fixed yield
bonds with a fixed price and fixed interest rate. The investments are
held-to-maturity and are recorded at cost, which approximates market value. The
bonds mature in October 2009.
6. NOTE RECEIVABLE
On November 7, 2008, the Company entered into a loan agreement with IPA
International Project Establishment, a Lichtenstein corporation ("IPA"). The
Company advanced IPA $3,840,000. The term of the loan is for six months with
interest at a rate of 5% per anum payable at maturity. The loan has been
extended to October 2009. For the three months ended March 31, 2009, the Company
recorded interest income of $48,000.
7. INVENTORIES
Inventories are summarized as follows:
March 31, December 31,
2009 2008
Cosmetics $ 2,895 $ 1,354
Petrol 4,159 4,374
------- -------
$ 7,054 $ 5,728
======= =======
8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, which includes amounts recorded under capital
leases, consisted of the following:
March 31, December 31,
2009 2008
Machinery and equipment $ 816,278 $ 776,979
Less accumulated depreciation 648,086 (667,953)
--------- ---------
$ 168,192 $ 109,026
========= =========
Depreciation expense for the three months ended March 31, 2009 and 2008 totalled
$14,261 and $22,637, respectively.
-15-
9. NOTES PAYABLE - RELATED PARTIES
a) In November 2007, the Company received an advance of $5,000 from a
company in which a related party has an equity interest. The advance
was repaid in January 2009. Interest is 10% per annum and for the
three months ended March 31, 2009 and 2008, interest amounted to $-0-
and $125, respectively. The balance due was $-0- and $5,000 as of
March 31, 2009 and December 31, 2008, respectively.
b) During 2008, a related party advanced $42,123 to the Company's Media
Top Prim subsidiary. The note is interest free and due upon demand. As
of March 31, 2009 and December 31, 2008, the amount due the related
party was $39,971 and $42,133, respectively.
10. CAPITAL LEASES
Capital lease obligations consisted of the following:
March 31, 2009 December 31, 2008
-------------- -----------------
Equipment $ 8,336 $ 9,324
Current portion 2,967 2,967
------- -------
Capital lease obligations,
less current portion $ 5,369 $ 6,357
======= =======
Interest expense for the three months ended March 31, 2009 and 2008 was $694 and
$-0-, respectively.
The following is a schedule of minimum future lease payments required as of
March 31, 2009, under capital leases which have an initial or remaining
non-cancellable lease term in excess of one year:
Capital Leases: Principal Interest Total
- --------------------------------------------------------------------------------
Fiscal year ending:
2009 $ 2,215 $ 596 $ 2,811
2010 3,321 650 3,971
2011 2,800 166 2,966
- --------------------------------------------------------------------------------
Total minimum lease payments $ 8,336 $ 1,412 $ 9,748
======= ======= =======
11. NONCONTROLLING INTEREST
Effective January 1, 2009, the Company completed its implementation of SFAS No.
160, "Noncontrolling Interests in Consolidated Financial Statements - An
amendment of ARB No. 51".
The following table sets forth the noncontrolling interest balance and the
changes to this balance attributable to the third-party interests in Alkasar
Media Services S.R.L.
March 31, December 31,
2009 2008
---- ----
Balance at beginning of period $ - $ -
Capital contributions - 260
Noncontrolling interest share of loss - (260)
--- -----
Balance at end of period $ - $ -
=== =====
-16-
The loss for 2008 exceeds the capital of the third party. Losses are only
allocable to the extent of capital. Any excess losses are absorbed by the
Company. In future periods, net income will be allocated to previous unallocated
losses before being allocated to third party interests.
12. INCOME TAXES
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of
the implementation of FIN 48, the Company recognized no adjustment in the net
liability for unrecognized income tax benefits. The Company believes there are
no potential uncertain tax positions and all tax returns are correct as filed.
Should the Company recognize a liability for uncertain tax positions, the
Company will separately recognize the liability for uncertain tax positions on
its balance sheet. Included in any liability for uncertain tax positions, the
Company will also setup a liability for interest and penalties. The Company's
policy is to recognize interest and penalties related to uncertain tax positions
as a component of the current provision for income taxes.
The nominal statutory corporate rate in the Republic of Moldova is 0% for 2009
and 2008. Taxes are calculated in accordance with Moldovan regulations and are
paid annually. Taxes are calculated on a separate entity basis since
consolidation for tax purposes is not permitted in Moldova. There is no U.S. tax
provision due to losses during both 2009 and 2008. Deferred income taxes are
provided for the temporary differences between the financial reporting and tax
basis of the Company's assets and liabilities. The principal item giving rise to
deferred taxes is the net operating loss carryforward in the U.S. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. The Company has set up a valuation allowance for
losses for certain carryforwards that it believes may not be realized.
13. STOCKHOLDERS' EQUITY
Common Stock
- ------------
..On May 2, 2008, the Company entered into a subscription agreement with a
private investor for an equity investment of $5,000,000 in the Company through
the purchase by the investor of 1,250,000 shares of the Company's common stock.
The net proceeds of the private placement was primarily used to fund the
Company's operations.
Preferred Stock
- ---------------
The Company has authorized 1,000,000 shares of preferred stock to be designated
for issuance in connection with the acquisition of Media Top Prim. The preferred
shares are convertible into common shares on a 1:1 basis on the condition the
Company's stock price will not be less than $4 per share. The Company and the
preferred shareholders are currently in negotiations as the common share price
is less than $4.
Treasury Stock
- --------------
On September 22, 2008, the Board of Directors authorized the Company to purchase
shares of the Company's common stock in the open market. As of March 31, 2009,
the Company repurchased 9,800 shares in the amount of $9,237. No shares have
been repurchased subsequent to March 31, 2009.
-17-
14. SEGMENT INFORMATION
The Company operates in one industry with two geographic segments. The primary
criteria by which financial performance is evaluated and resources are allocated
are revenues and operating income. The following is a summary of key financial
data:
Three Months Ended
March 31,
2009 2008
---- ----
Net sales:
United States $ 588,806 $ 309,077
Moldova 588,806 309,077
----------- -----------
$ 1,177,612 $ 618,154
----------- -----------
Income (loss) from operations:
United States $ (47,014) $ (11,852)
Moldova 83,031 12,068
----------- -----------
$ 36,017 $ 216
----------- -----------
March 31, December 31,
2009 2008
---- ----
Total Assets:
United States $ 8,881,864 $ 8,868,283
Moldova 1,382,286 1,346,624
----------- -----------
Total Assets $10,264,150 $10,214,907
=========== ===========
15. COMMITMENTS AND CONTINGENCIES
a) The Company entered into a retransmission rights agreement with Russian
Broadcasting Channels JSC "NTV" and JSC "NTV-Mir" owned by Gazprom Media, a
wholly-owned subsidiary of the GazProm Corporation (a related party to
Alkasar Region LLC, a 50% investor in Alkasar Media Services S.R.L.), to
retransmit programs from these television networks. The contract is on a
long term basis through 2010 and the Company will pay $229,333 per year.
For the three months ended March 31, 2009 and 2008, the Company expensed
$57,333 and $57,333, respectively.
b) The Company entered into a retransmission rights agreement with Russian
Broadcasting Channel JSC "TNT-Teleset" owned by Gazprom Media, a
wholly-owned subsidiary of GazProm Corporation (a related party to Alkasar
Region LLC, a 50% investor in Alkasar Media Services S.R.L.) to retransmit
programs from this television network. The contract is on a long term basis
through 2012 and the Company will pay $142,400 per year. For the three
months ended March 31, 2009 and 2008, the Company expensed $43,000 and
$-0-, respectively.
c) On June 17, 2008, the Company entered into an agreement to acquire Way
Media, LTD ("Way Media"), a Romanian company. Way Media is one of the top
five Romanian outdoor advertising companies with a developed network in
more than 22 cities. Way Media offers the planning and production of high
quality outdoor advertising strategies, as well as installation and
maintenance throughout the country of Romania.
The Company paid a deposit against the purchase price of approximately
$254,000 which is included in other current assets on the Company's balance
sheet at March 31, 2009. The acquisition was terminated during 2008 due to
the recent global financial crisis that has affected the outdoor
advertising market in Romania. The Company expects to receive a refund of
the deposit in 2009.
-18-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and notes thereto
and the other financial information included elsewhere in this report. Certain
statements contained in this report, including, without limitation, statements
containing the words "believes," "anticipates," "expects" and words of similar
import, constitute "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks and uncertainties. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including our ability to create, sustain, manage
or forecast our growth; our ability to attract and retain key personnel; changes
in our business strategy or development plans; competition; business
disruptions; adverse publicity; and international, national and local general
economic and market conditions.
General
Organization
Emerging Media Holdings, Inc was incorporated in the State of Nevada on
September 3, 2003. The Company directs its operations through its subsidiaries,
Media Alianta (formerly Cabavarum S.R.L) and Analytic Media Group, S.A. ("AMG").
Both subsidiaries' operations and assets are located in the Republic of Moldova.
Through its subsidiaries, the Company's primary activities are in radio and
television broadcasting. The Company earns its revenue primarily through
advertisement sales.
Basis of Presentation
Throughout this Form 10-Q, the terms "we," "us," "our," "EMH" and "Company"
refer to Emerging Media Holdings, Inc., a Nevada corporation, and, unless the
context indicates otherwise, includes our subsidiaries.
We were formerly known as China Bio Health Group, Inc and were incorporated
under the laws of the State of Nevada on September 3, 2003. On June 30, 2006, we
effectuated a share exchange whereby we acquired all of the outstanding equity
interests in our wholly-owned subsidiary, Media Alianta (before Cabavarum) , the
100% owner of Analiticmedia-Grup, both Moldovan companies ("AMG"). AMG was
formed in October, 1998 as a Republic of Moldova limited liability company,
which is comparable to a limited liability company in the United States. AMG's
main business is the production and broadcasting of television programs and news
reports primarily for the Moldovan viewing audience.
As provided for in the share exchange agreement, the stockholders of Cabavarum
received 5,251,000 shares of newly issued EMH common stock in exchange for the
outstanding shares of Cabavarum they held, which was accounted for as a
recapitalization. The financial statements prior to July 2006, are those of
Cabavarum and reflect the assets and liabilities of Cabavarum and AMG at
historical carrying amounts. In addition, certain shareholders of EMH
transferred 6,726,400 shares to associates of Cabavarum. The associates provided
consulting services to the shareholders of Cabavarum in connection with the
merger with EMH, marketing activities, relations within the Russian media
market, computer programming and acquisitions.
Immediately following the share exchange, EMH had a total of 15,053,000 common
shares issued and outstanding, of which the shareholders and associates of
Cabavarum controlled 80% of the outstanding common stock.
The financial statements of EMH have been revised to retroactively reflect the
share exchange.
On May 2, 2008, the Company acquired the common stock of "TNT-Bravo" channel
(Media Top Prim S.R.L.), the exclusive operator in Moldova of Russian channel
TNT programs owned by Gazprom Media, a wholly-owned subsidiary of the GazProm
Corporation. The acquisition agreement provided for the acquisition to be made
in the Company's preferred stock, of a class and series to be authorized, valued
at $4.0 million. The preferred shares issuable would convertible into common
shares on a 1:1 basis after a holding period of one year on the condition the
Company's stock price was not be less than $4 per share. The acquisition has
been accounted for using the purchase method of accounting, and accordingly, the
results of operations of Media Top Prim S.R.L. will be included in the Company's
consolidated financial statements from May 2, 2008.
-19-
We own 100% of the equity interests in AMG and Media Top Prim S.R.L. All of our
operations are conducted through our subsidiaries, and the following discussion
of our business includes the businesses of AMG and Media Top Prim S.R.L.
On August 20, 2008, the Company became a 50% partner of Alkasar Region LLC and
created a new advertising agency- an exclusive seller for both TV channels TV7
NTV and TNT.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 1 of Notes
to the Consolidated Financial Statements. However, certain accounting policies
and estimates are particularly important to the understanding of the our
financial position and results of operations and require the application of
significant judgment by our management or can be materially affected by changes
from period to period in economic factors or conditions that are outside the
control of management. As a result they are subject to an inherent degree of
uncertainty. In applying these policies, our management uses their judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. Those estimates are based on our historical operations, our future
business plans and projected financial results, the terms of existing contracts,
our observance of trends in the industry, information provided by our customers
and information available from other outside sources, as appropriate.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
Allowance for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses from
the inability of its customers to make required payments. The Company determines
its reserves by both specific identification of customer accounts where
appropriate and the application of historical loss experience to non-specific
accounts. If the financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances could possibly be required.
Revenue Recognition
The Company recognizes revenue in accordance with the guidance in SEC Staff
Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements".
Revenue from advertisement sales is recognized on a contract basis and is earned
over the life of the contract as the services for advertising are performed.
Income Taxes
Income taxes are accounted for under Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes". In accordance with SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, as measured by enacted tax rates that are expected to be in effect in the
periods when the deferred tax assets and liabilities are expected to be settled
or realized. Significant judgment is required in determining the worldwide
provisions for income taxes. In the ordinary course of a global business, the
ultimate tax outcome is uncertain for many transactions. It is the Company's
policy to establish provisions for taxes that may become payable in future years
as a result of an examination by tax authorities. The Company establishes the
provisions based upon management's assessment of exposure associated with
permanent tax differences and tax credits applied to temporary difference
adjustments. The tax provisions are analyzed periodically (at least quarterly)
and adjustments are made as events occur that warrant adjustments to those
provisions.
Foreign currency accounting
The financial position and results of operations of our foreign subsidiaries in
the Republic of Moldova are measured using the foreign subsidiaries' local
currency, the Moldovan lei, as the functional currency since that is the
currency of the primary environment in which those companies generate their
revenues and expenses. Revenues and expenses of such subsidiaries are translated
-20-
into U.S. dollars at average exchange rates prevailing during the period. Assets
and liabilities are translated at the rates of exchange on the balance sheet
date. The resulting translation gain and loss adjustments are recorded directly
as a separate component of shareholders' equity. The amount of future
translation gains or losses will be affected by any changes in the exchange rate
between the lei and the U.S. dollar.
Although our Moldovan subsidiaries incur most of their expenses in the lei, many
of their sales are to customers outside of Moldova and are therefore denominated
in currencies other than the lei (principally the U.S. dollar). Additionally,
our Moldova subsidiaries have certain bank loans that are denominated in U.S.
dollars, and make certain purchases that are denominated in U.S. dollars. As
required by SFAS No. 52, "Foreign Currency Translation", at the time of such a
U.S dollar denominated transaction the subsidiary records the revenue and
related receivable, or the bank debt or other liability, in lei on the basis of
the exchange rate in effect on the date of the transaction. However, if the
exchange rate between the lei and the currency in which the transaction is
denominated changes between the date of the original transaction and the date
the resulting receivable is collected or liability is paid, the amount received
or paid, when converted to lei, will be different than the receivable or
liability originally recorded, resulting in a foreign currency transaction gain
or loss which is recorded in the results of operations. Additionally, at the end
of each reporting period the lei amounts for the receivables, bank debts and
accounts payable of our Moldova subsidiaries that are denominated in U.S.
dollars are adjusted to reflect the amount in lei expected to be received or
paid when the receivable is collected or the liability settled on the basis of
the exchange rate at the end of the period. These adjustments also produce
foreign currency transaction gains or losses which are recorded in the results
of operations.
As a result, in periods in which the value of the lei increases against the
value of the U.S. dollar, we will recognize a net foreign currency transaction
gain if our Moldova subsidiaries have U.S. dollar denominated liabilities that
exceed their U.S. dollar denominated receivables, or we will incur a net foreign
currency transaction loss if our Moldova subsidiaries have U.S. dollar
denominated receivables that exceed their U.S. dollar denominated liabilities.
Conversely, in periods in which the value of the lei declines against the value
of the U.S. dollar, we will incur a net foreign currency transaction loss if our
Moldova subsidiaries have U.S. dollar denominated liabilities that exceed their
U.S. dollar denominated receivables, or we will recognize a net foreign currency
transaction gain if our Moldova subsidiaries have U.S. dollar denominated
receivables that exceed their U.S. dollar denominated liabilities.
The amount of these gains or losses will depend on the amount, if any, by which
the U.S. dollar denominated receivables of our Moldova subsidiaries exceed their
U.S. dollar denominated liabilities, or vice versa, and the amount, if any, by
which the value of the lei changes against the value of the U.S. dollar. We
cannot predict the amount, if any, by which the lei will increase or decrease in
value against the U.S. dollar. Additionally, the amount of the U.S. dollar
denominated receivables and liabilities of our Moldova subsidiaries will vary
from period to period.
Results of Operations
In 2008, the growth in the commercial market share was a result of the
acquisition of the TNT channel and updated marketing strategies. TV7(NTV) and
TNT channels together represented a commercial market share of 28.5% for the
capital of Moldova and 25.6% of the commercial quota for the Republic of Moldova
as a whole.
Three Months ended March 31, 2009 compared to the Three Months ended March 31,
2008.
REVENUES. Revenues for the three-month period ended March 31, 2009,
increased by $ 279,729 or 90.5% to $588,806 as compared to $309,077 during the
comparable period of 2008. Overall growth was a result of the acquisition of the
Media Top Prim group of companies and creation of a new joint venture, Alkasar
Media Services advertising agency.
COST OF SALES. Cost of sales increased by $ 83,607 or 40.9% to $ 288,496
for the period ending March 31, 2009, from $204,809 for the comparable period in
2008. This increase was primarily due to increased sales in 2009. The Company
also incurred increased payroll costs at TV7 and an increase in retransmission
fees related to TNT television channel.
-21-
SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
increased by $149,457 or 173.7% to $235,484 for the three-month period ending
March 31, 2009 from $86,027 for the comparable period in 2008. This increase was
due to the significant increase in payroll expenses, and initial and marketing
expenses for the newly acquired TV channel and newly created advertising agency.
OTHER ITEMS. Other income increased by $33,735, or 156%, comparing $55,554
for the three-month period ended March 31, 2009 to $21,603 for the comparable
period in 2008, primarily due to an increase in interest income.
Other operating expenses increased by $10,694, or 59%, comparing $28,719
for the three-month period ended March 31, 2009 to $18,025 for the comparable
period in 2008, primarily due to an increase in rent expenses for new offices.
INCOME TAXES. Income taxes were not provided for the periods ended March
31, 2009 and March 31, 2008 as the Moldovan tax rate was 0% for the two periods.
LIQUIDITY AND CAPITAL RESOURCES
During 2009, the Company's main strategic goal is to expand the business in
neighboring East European countries, primarily Romania, Ukraine and Russia.
The Company can grow using its internally-generated funds, and it is anticipated
that the current projections can be achieved without any external capital
infusion. However, since Moldovan as well as Ukrainian and Romanian Television
markets are still in their development stages with the overall growth rate well
above comparable growth rates in the "matured" markets, there are
small/medium-sized companies that are severely undercapitalized, and thus
operate with a high degree of inefficiency. With the additional capital, the
Company can implement two core strategies:
- - Increase shareholders' value by capitalizing on private-to-public arbitrage
opportunities and purchasing "revenues" via acquisitions of private
undercapitalized businesses and applying economies of scale.
- - Increase Shareholders' value by growing the Company's core business
internally by investing in its own equipment and production, thus
increasing production capacity and competitiveness.
We believe that both strategies could significantly accelerate the
Company's internal growth, while improving its operating cash flow. We intend to
purchase operating businesses by spending on average $1 of capital for $1 of
revenues of acquired operating business, thus, in effect purchasing operating
business (after the application of the economies of scale arbitrage) at an
approximate P/E ratio of 4. There is no assurance that we will be able
successfully to make any such acquisition or acquisitions.
A portion of the existing long-term and short-term investments will be used to
fund operations over the next six months. The balance of any excess cash
balances will be reinvested on a short-term basis. The market value of long-term
investments did not change as the investments were fixed yield bonds with a
fixed price and fixed interest rate. There is no secondary market for the fixed
yield bonds in the Republic of Moldova, thus the face value of the investments
must match the market value at all times.
The Company plans to acquire equipment to produce the broadcast programs (for
studios, for breaking news mobile systems, etc); as such, this acquisition and
the uplink services might present significant impact on our liquidity and
capital resources of the company. The Company believes the cash flows from
operations will be sufficient to fund the purchases of this equipment.
On May 2, 2008, the Company acquired the common stock of "TNT-Bravo" channel
(Media Top Prim S.R.L.), the exclusive operator in Moldova of Russian channel
TNT programs owned by Gazprom Media, a wholly-owned subsidiary of the GazProm
Corporation. The acquisition was agreed to be made in the Company's preferred
stock, of a class and series to be authorized, valued at $4.0 million. The
preferred shares issuable would convertible into common shares on a 1:1 basis
after a holding period of one year on the condition the Company's stock price
was not be less than $4 per share. The Company and the preferred shareholders
are currently in negotiations as the common share price is less than $4. The
acquisition has been accounted for using the purchase method of accounting, and
accordingly, the results of operations of Media Top Prim S.R.L. are included in
the Company's consolidated financial statements from May 2, 2008.
-22-
On May 2, 2008, the Company entered into a subscription agreement with a
private investor for an equity investment of $5,000,000 in the Company through
the purchase by the investor of 1,250,000 shares of the Company's common stock.
The net proceeds of the private placement will be primarily used to fund the
Company's operations.
In November 2008, the Company loaned IPA International Project
Establishment, a Lichtenstein Corporation ("IPA"). The Company advanced IPA
$3,840,000. The loan has been extended to October 2009 with interest of 5% anum
payable at maturity.
During the first three months of 2009, the Company has funded its capital
requirements primarily through operating activities. As of March 31, 2009 the
Company had a cash balance of $1,302,400. This compares with a cash balance of
$1,334,738 at December 31, 2008. The Company expects cash flow from operations
to fund the Company's operating activities for the next twelve months. The
proceeds of $5 million from the 2008 private placement will enable the Company
to expand its present activities.
The Company had a working capital surplus of approximately $5.8 million and
a stockholders' equity of approximately $9.9 million as of March 31, 2009. Cash
and cash equivalents decreased approximately $32,000 for the three months ended
March 31, 2009. The decrease is primarily attributable to the purchase of
property, plant and equipment of approximately $79,000 and an approximate
$24,000 effect of exchange rate changes on cash offset, in part, by
approximately $66,000 generated by operating activities (principally due to net
earnings of approximately $92,000 and depreciation of $27,000 offset by an
increase in operating assets and liabilities of approximately $51,000.)
Accounts receivable, net of allowances, were $307,000 at March 31, 2009, as
compared to $263,000 at December 31, 2008. The increase is primarily due to
increased sales during the three months ended March 31, 2009. Property, plant
and equipment, net, were $169,000 at March 31, 2009, as compared to $109,000 at
December 31, 2008, principally due to the purchase of approximately $79,000 of
property, plant and equipment during the three months ended March 31, 2009.
Accounts payable were $108,000 at March 31, 2009, as compared to $88,000 at
December 31, 2008. The increase is primarily due to increased costs of sales
during the three months ended March 31, 2009.
Off Balance Sheet Arrangements
We do not currently have any off balance sheet arrangements falling within the
definition of Item 303(a) of Regulation S-K.
Inflation
To date inflation has not had a material impact on our operations.
New Financial Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which enhances existing guidance for measuring assets and liabilities using fair
value. This Standard provides a single definition of fair value, together with a
framework for measuring it, and requires additional disclosure about the use of
fair value to measure assets and liabilities. In February 2008, the FASB issued
FASB Staff Position SFAS 157-1, "Application of SFAS No. 157 to SFAS No. 13 and
Its Related Interpretative Accounting Pronouncements that Address Leasing
Transactions" ("FSP SFAS 157-1") and FASB Staff Position SFAS 157-2, "Effective
Date of SFAS No. 157" ("FSP SFAS 157-2"). FSP SFAS 157-1 excludes SFAS No. 13
and its related interpretive accounting pronouncements that address leasing
transactions from the requirements of SFAS No. 157, with the exception of fair
value measurements of assets and liabilities recorded as a result of a lease
transaction but measured pursuant to other pronouncements within the scope of
SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective
for the Company upon adoption of SFAS No. 157 on January 1, 2008. See Note 5 for
disclosures related to the Company's financial assets accounted for at fair
value on a recurring or nonrecurring basis. The Company completed its
implementation of SFAS No. 157 effective January 1, 2009 and it did not have a
material impact on its financial statements.
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In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 "Business
Combinations". This statement is intended to improve the relevance, completeness
and representational faithfulness of the information provided in financial
reports about the assets acquired and the liabilities assumed in a business
combination. This Statement requires an acquiror to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the Statement. Under SFAS 141(R),
acquisition-related costs, including restructuring costs, must be recognized
separately from the acquisition and will generally be expensed as incurred. That
replaces SFAS 141's cost-allocation process, which required the cost of an
acquisition to be allocated to the individual assets acquired and liabilities
assumed based on their estimated fair values. SFAS 141(R) shall be applied
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual report period beginning on or after
December 15, 2008. The Company completed its implementation of SFAS No. 141(R)
effective January 1, 2009 and it did not have a material impact on its financial
statements.
In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - An amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Specifically, this statement requires the recognition of
noncontrolling interests (minority interest) as equity in the consolidated
financial statements and separate from parent's equity. The amount of net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement. SFAS 160 clarifies that changes in a
parent's ownership in a subsidiary that does not result in deconsolidation are
equity transactions if the parent retains its controlling financial interest. In
addition, this statement requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment of the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interest of the parent and its noncontrolling interest. SFAS 160
is effective for fiscal years, and interim periods other than fiscal years,
beginning on or after December 15, 2008. The Company completed its
implementation of SFAS No. 160 effective January 1, 2009 and it did not have a
material impact on the Company's Consolidated Balance Sheet. See Note 11 of
Notes to Unaudited Consolidated Financial Statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States. The Company completed its implementation of SFAS No. 162
effective January 1, 2009 and it did not have a material impact on its financial
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk - The financial position and results of operations of
our foreign subsidiaries in the Republic of Moldova are measured using the
foreign subsidiaries' local currency, the Moldovan lei, as the functional
currency since that is the currency of the primary environment in which those
companies generate their revenues and expenses. Revenues and expenses of such
subsidiaries are translated into U.S. dollars at average exchange rates
prevailing during the period. Assets and liabilities are translated at the rates
of exchange on the balance sheet date. The amount of future translation gains or
losses will be affected by any changes in the exchange rate between the lei and
the U.S. dollar. At the end of each reporting period the lei amounts for the
receivables, bank debts and accounts payable of our Moldova subsidiaries that
are denominated in U.S. dollars are adjusted to reflect the amount in lei
expected to be received or paid when the receivable is collected or the
liability settled on the basis of the exchange rate at the end of the period.
These adjustments also produce foreign currency transaction gains or losses
which are recorded in the results of operations.
As a result, in periods in which the value of the lei increases against the
value of the U.S. dollar, we will recognize a net foreign currency transaction
gain if our Moldova subsidiaries have U.S. dollar denominated liabilities that
exceed their U.S. dollar denominated receivables, or we will incur a net foreign
currency transaction loss if our Moldova subsidiaries have U.S. dollar
denominated receivables that exceed their U.S. dollar denominated liabilities.
Conversely, in periods in which the value of the lei declines against the value
of the U.S. dollar, we will incur a net foreign currency transaction loss if our
Moldova subsidiaries have U.S. dollar denominated liabilities that exceed their
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U.S. dollar denominated receivables, or we will recognize a net foreign currency
transaction gain if our Moldova subsidiaries have U.S. dollar denominated
receivables that exceed their U.S. dollar denominated liabilities.
Credit Risk - Our accounts receivables are subject, in the normal course of
business, to collection risks. We regularly assess these risks and have
established policies and business practices to protect against the adverse
effects of collection risks. As a result we do not anticipate any material
losses in this area.
ITEM 4T. CONTROLS AND PROCEDURES
As of March 31, 2009, the end of the period covered by this quarterly report,
the Chief Executive and Chief Financial Officer of the Company (the "Certifying
Officer") conducted an evaluation of the Company's disclosure controls and
procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the term "disclosure
controls and procedures" means controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer's
management, including the Certifying Officer, to allow timely decisions
regarding required disclosure. Based on this evaluation, the Certifying Officer
has concluded that the Company's disclosure controls and procedures were
effective to ensure that material information is recorded, processed, summarized
and reported by management of the Company on a timely basis in order to comply
with the Company's disclosure obligations under the Exchange Act, and the rules
and regulations promulgated there under.
Further, there were no changes in the Company's internal control over financial
reporting during the third fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II
Other Information
Item 6. Exhibits
Exhibit No. Description of Exhibit
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31 Certification of Chief Executive Officer and Principal Financial Officer
pursuant to Rule 13a-14(a)
32 Certification of Chief Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C.Section 1350
EMERGING MEDIA HOLDINGS, INC
Date: May 12, 2009 By: /s/ Iurie Bordian
------------------------------------
Iurie Bordian, Chief Executive Officer
and Chief Financial Officer
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