Remark Media Refocuses on Young Adults

Remark has operated at a loss since inception but is now focusing on growing its personal finance group, as well as media properties

Though Remark Media Inc. (Nasdaq: MARK) has taken steps to restructure, accountants doubt the media-property owner's ability to continue as a going concern or without threat of liquidation.

According to Remark's chief operating officer Bradley Zimmer, those initiatives include a realignment of the company's personnel, in conjunction with some layoffs, an acquisition and a new financing agreement to support the media-property owner's growth.

"We believe it put us on the right track," Zimmer says.

Remark noted in a 10-K filing with the U.S. Securities and Exchange Commission on April 15 that it expects to have enough cash to fund itself through the end of the year, but accountants at Cherry Bekaert LLP, based in Richmond, Va., said that the company's financial statements raised substantial doubt about the ability to continue as a going concern.

Remark Media operates the Chinese and Brazilian versions of HowStuffWorks, and it owns a variety of intellectual properties and websites, including Banks.com, DimeSpring.com, IRS.com, FileLater.com, MyStockFund.com and Bikini.com.

The company, which previously provided content and platform web-consulting services, says in SEC filings that it doesn't anticipate taking on any more of those projects. It had provided those services to Sharecare, a health information website, and Discovery Communications Inc. (Nasdaq: DISCA), its largest shareholder. Its contracts, however, expired at the end of 2011.

"It's never been our long-term intention to be a services company for third parties where we don't have equity participation," Zimmer says.

Remark, headquartered in Atlanta, has about 25 employees operating in various cities, including Las Vegas, Miami, San Francisco, Sao Paolo and Beijing.

After Remark's consulting agreements ended in 2011, the company "had minimal revenues" as part of its transition to owning and operating digital media properties, it says in SEC filings. Absent the servicing agreements, the company only brought in $500,000, SEC filings show.

That $500,000 is up from the $100,000 or $200,000 it brought in from the digital media properties the year before, Zimmer says.

"We're looking to grow that on a continued basis," Zimmer says.

Remark has taken steps to reduce operating costs, including personnel reductions of the content and web-consulting staff - a move that is expected to save the company $1.2 million in annual salary expenses.

It expects revenue growth from the personal finance and lifestyle properties brands, in addition to potential new acquisitions to fund future operations. The company would also consider selling non-core assets to provide capital, it says in SEC filings.

Remark was started in March 2006 as a subsidiary of HowStuffWorks Inc. to publish HowStuffWorks for China and Brazil.

Remark, then called HSW International, merged with Intac International Inc. in 2007. Also, in 2007, Remark launched a Brazilian edition of HowStuffWorks, and in 2008, it launched a Chinese edition. In 2008 the company acquired DailyStrength Inc., a website that offers content written by medical professionals. That site was later sold to Sharecare, which Remark helped start in 2009 as an attempt to simplify searching for health and wellness information.

Several big names who partnered with Remark on the venture include Dr. Mehmet Oz, a cardiac surgeon and host of "The Dr. Oz Show,"; Harpo Productions, Oprah Winfrey's production company; Discovery; WebMD founder Jeff Arnold; and Sony Pictures Television.

Remark currently owns 10.8 percent of Sharecare.

In 2012, the company began building a portfolio of personal finance digital media websites and services. It acquired Banks.com Inc. in June 2012 for $300,000 in cash, plus stock. Remark also launched DimeSpring.com, an expert-content website, in September 2012.

Remark closed on a $2.38 million deal for Bikini.com in March as part of a plan to get involved in the 18-to-35-year-old lifestyle vertical, Zimmer says. That website will become a beach and swimwear lifestyle resource, primarily for women, Zimmer says.

"To be a successful company it's important to have a number of properties and services a number of user bases," Zimmer says.

To support its growth, Remark raised $4.25 million in equity financing. Remark also got a $1.8 million convertible note in November 2012, plus a $4 million convertible note April 2013, SEC filings show.

The $1.8 billion financing, entered into on Nov. 23, 2012, has a 6.67 percent annual interest rate. The lender is an entity controlled by Remark's chief executive officer, Kai-Shing Tao. The loan is secured by the company's assets, excluding shares of Sharecare, and matures in November 2014. On April 2, 2013, Remark entered into a $4 million promissory note with 6.67 percent interest for the first year, which increases to 8.67 percent for the second year, with a Tao-controlled lender called Ditipac, Zimmer says. The loan matures in April 2015. Ditipac is a group of global media investors that is partially owned and controlled by Tao, Zimmer says.

Both loans are convertible into common stock, but if Remark's shareholders don't approve the conversion, especially for the $4 million promissory note, the company could be in a position where it can't pay it back, it says in SEC filings.

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