MediaBay Inc (CE)【MBAY】株式ニュース

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MediaBay Inc. Announces 2nd Quarter 2006 Financial Results:

August 18, 2006
MediaBay Inc. Announces Second Quarter 2006 Financial Results
CEDAR KNOLLS, N.J., Aug. 18 /PRNewswire-FirstCall/ -- MediaBay, Inc. (Nasdaq: MBAY) a digital media and publishing company specializing in the marketing of spoken audio entertainment, today announced financial results for the second quarter ended June 30, 2006.

The Company reported net sales of $1.1 million for the second quarter of 2006, down from $2.3 million in the second quarter of 2005. Net loss applicable to common stockholders for the three months ended June 30, 2006 was $13.1 million, or $1.24 per diluted common share, compared to a net loss of $3.0 million, or $0.49 per diluted common share for the three months ended June 30, 2005. The three months ended June 30, 2006 results included $11.8 million in non-cash charges related to the accretion of discount on mandatory redeemable preferred stock and an impairment charge for goodwill. Net sales were $2.6 million for the six months ended June 30, 2006, down from $5.6 million for the six months ended June 30, 2005. Net loss applicable to common stockholders for the six months ended June 30, 2006 was $15.7 million, or $1.49 per diluted common share, compared to a net loss of $22.2 million, or $4.36 per diluted common share for the six months ended June 30, 2005. The six months ended June 30, 2006 results included $11.8 million in non-cash charges related to the accretion of discount on mandatory redeemable preferred stock and an impairment charge for goodwill. The six months ended June 30, 2005 reflected $18.0 million in non-cash charges related to the Company's March 2005 financing, including a deemed dividend on preferred stock for the beneficial conversion feature and a loss on early extinguishment of debt.

About MediaBay, Inc.

MediaBay Inc. (Nasdaq: MBAY - News) is a digital media and publishing company specializing in spoken word and premium audio entertainment. The company maintains a library consisting of over 75,000 hours of content, including audio books from best-selling authors and the history of American Radio. Some of MediaBay's digital content partners include BBC, Blackstone, CBS Radio, Harper Collins, Hay House, Oasis, Penguin Audio, Random House, Simon & Schuster, Sound Room, and Zondervan. In addition to its popular Audio Book Club, MediaBay distributes its content through proprietary web sites including audiobookclub.com, radiospirits.com and Soundsgood.com as well as through partner channels including MusicNet, Real, MSN Music, Sirius Satellite Radio and XM Satellite Radio. For more information on MediaBay, please visit www.soundsgood.com, www.mediabay.com, www.radiospirits.com and www.radioclassics.com.

Certain statements in this Form 10-Q constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of our management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any results, performances or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations, include, without limitation our in ability to implement our strategy, the decision to seek strategic alternatives and the risks related thereto: our history of losses and declining revenues; our ability to license and sell new spoken word content, obtain additional financing, anticipate and respond to changing customer preferences, license and produce desirable content, protect our databases and other intellectual property from unauthorized access, and collect receivables; dependence on third-party providers, suppliers and distribution channels; competition; the costs and success of our marketing strategies, product returns, member attrition; risks relating to our capital structure and the other risk factors set forth in our annual report on Form 10-Kfor the period ended December 31, 2005 and quarterly report on Form 10-Q for the period ended June 30, 2006 other filings with the SEC. Undue reference should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

MEDIABAY, INC.
Condensed Consolidated Balance Sheets(Dollars in thousands)

June 30, December 31,
2006 2005
(Unaudited)

Assets
Current Assets:
Cash and cash equivalents $4,007 $8,243
Accounts receivable, net of allowances
for sales returns and doubtful
accounts of $1,775 and $1,533 at June 30,
2006 and December 31, 2005, respectively 501 691
Inventory 511 763
Prepaid expenses and other current assets 533 464
Royalty advances 534 523
Total current assets 6,086 10,684
Fixed assets, net 1,568 1,785
Other intangibles, net 38 42
Goodwill 4,030 6,156
$11,722 $18,667

Liabilities and Stockholders' Deficiency
Current Liabilities:
Accounts payable and accrued expenses $3,824 $4,969
Short-term debt, net of original issue
discount of $56 at June 30, 2006 and $52 at
December 31, 2005 53 32
Preferred dividend and interest payable 582 319
Redeemable preferred stock 21,063 --
Total current liabilities (Note 6) 25,522 5,320
Long-term debt, net of original issue discount
of $79 and $111 at June 30, 2006 and
December 31, 2005, respectively 580 608
Total liabilities 26,102 5,928

Commitments and Contingencies

Preferred stock, no par value, authorized
5,000,000 shares; 200 shares of
Series B issued and outstanding at
June 30, 2006 and December 31, 2005 and
21,063 shares of Series D issued and
outstanding at June 30, 2006 and
December 31, 2005 20 11,436
Common stock; no par value, authorized
300,000,000 shares; issued and
outstanding 10,516,444 at June 30, 2006
and December 31, 2005 121,681 121,681
Contributed capital 42,637 42,637
Accumulated deficit (178,718) (163,015)
Total common stockholders' deficiency (14,380) 12,739
$11,722 $18,667

MEDIABAY, INC.
Condensed Consolidated Statements of Operations(Dollars in thousands,
except per share data)
(Unaudited)

Three months ended Six months ended
June 30, June 30,
2006 2005 2006 2005

Sales, net of returns,
discounts and
allowances of $191 and
$277 and $615 and
$1,430 for the three
and six months ended
June 30, 2006 and 2005,
respectively $1,146 $2,272 $2,560 $5,625
Cost of sales 909 1,607 1,978 3,403
Gross profit 237 665 582 2,222
Expenses:
Advertising and promotion 203 401 715 787
General and administrative 1,556 2,013 3,596 3,588
Termination charges -- 697 -- 697
Depreciation and
amortization 149 17 300 43
Charge for impairment to
Goodwill 2,126 -- 2,126 --
Gain on settlement of
litigation (963) -- (963) --
Operating loss (2,834) (2,463) (5,192) (2,893)
Interest income 56 62 118 75
Interest expense 450 16 465 626
Accretion of discount on
mandatory redeemable
preferred stock 9,709 -- 9,709 --
Loss on early
extinguishment of debt -- -- -- 579
Loss before income
taxes (12,937) (2,417) (15,248) (4,023)
Income tax expense -- -- -- --
Net loss (12,937) (2,417) (15,248) (4,023)
Dividends on preferred
stock 143 533 454 738
Deemed dividend on
beneficial conversion
of Series D Preferred
Stock -- -- -- 17,423
Net loss applicable to
common shares $(13,080) $(2,950) $(15,702) $(22,184)

Basic and diluted loss
applicable to common
shares per common share: $(1.24) $(0.49) $(1.49) $(4.36)

MEDIABAY, INC.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)

(Unaudited)
Six months ended
June 30,
2006 2005

Cash flows from operating activities:
Net loss $(15,248) $ (4,023)
Adjustments to reconcile net loss to net
cash used in operating activities:
Loss on early extinguishment of debt -- 579
Non-current accrued interest and dividends
payable -- 140
Depreciation and amortization 300 43
Amortization of deferred financing costs
and original issue discount 29 210
Amortization of deferred member acquisition costs -- 13
Payment of accrued dividends through issuance of
common stock -- 14
Charge for impairment of goodwill 2,126 --
Accretion of discount on mandatory redeemable
preferred stock 9,709 --
Changes in asset and liability accounts:

Decrease in accounts receivable, net 190 631
Decrease in inventory 253 132
Increase in prepaid expenses (69) (194)
(Increase) decrease in royalty advances (11) 99
(Decrease) increase in accounts payable
and accrued expenses (975) 168
Net cash used in operating activities (3,696) (2,188)
Cash flows from investing activities:
Acquisition of fixed assets, including
development of websites (80) (580)
Net cash used in investing activities (80) (580)
Cash flows from financing activities:
Payment of preferred dividends (363) (53)
Proceeds from sale of Series D Preferred stock,
net of cash fees and expenses -- 31,528
Payment of long-term debt, including accrued
interest and dividends (35) (11,721)
Redemption of Series A and Series C
Preferred Stock -- (5,789)
Increase in deferred financing costs (62) (29)
Net cash (used in) provided by financing
activities (454) 13,936
Net (decrease) increase in cash and cash
equivalents (4,236) 11,168
Cash and cash equivalents at beginning of period 8,243 3,122
Cash and cash equivalents at end of period $4,007 $ 14,290
SOURCE MediaBay, Inc.
-0- 08/18/2006
/CONTACT: Tim Clemensen of Rubenstein Investor Relations,
+1-212-843-9337, tclemensen@rubensteinir.com, for MediaBay, Inc./
/Web site: http://www.mediabay.com /
(MBAY)

CO: MediaBay, Inc.
ST: New Jersey
IN: PUB BKS CPR MLM ENT
SU: ERN

LD
-- NYF036 --
0627 08/18/2006 13:30 EDT http://www.prnewswire.com

MediaBay Announces 2005 Financial Results

April 7, 2006 News Release:
MediaBay, Inc. Announces 2005 Financial Results
Company Outlines Milestones for 2005
CEDAR KNOLLS, N.J., April 7 /PRNewswire-FirstCall/ -- MediaBay, Inc. (Nasdaq: MBAY), a digital media and publishing company specializing in the marketing of spoken audio entertainment, announced financial results for the fourth quarter and full year 2005.

For the fourth quarter ended December 31, 2005, the Company reported net sales of $1.9 million, as compared to $4.5 million in the fourth quarter of 2004. Net loss applicable to common shares for the fourth quarter of 2005 was $5.9 million or $0.56 per diluted common share, compared to a net loss applicable to common shares of $18.6 million or $4.98 per diluted common share in the fourth quarter of 2004. Included in the 2005 fourth quarter loss was a non-cash charge for the impairment of goodwill of $3.5 million.

For the year ended December 31, 2005, MediaBay reported net sales of $9.0 million as compared to $18.8 million for the year ended December 31, 2004. Net loss applicable to common shares for the year ended December 31, 2005 was $30.3 million or $4.08 per diluted common share, compared to a net loss applicable to common shares of $30.7 million or $10.24 per diluted common share for the year ended December 31 2004. Included in the 2005 net loss were non-cash charges totaling $20.9 million, consisting of $17.4 million relating to a deemed dividend on the beneficial conversion of Series D preferred stock in the March 2005 financing and a charge for the impairment of goodwill of $3.5 million. The Company's independent registered public accounting firm included a going concern explanatory paragraph in its report on the Company's consolidated financial statements for the year ended December 31, 2005. The qualification was included as a result of the Company's recurring losses. For information regarding management's plans in regard to these matters, please see the MediaBay, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006.

"In 2005 we continued the planned transition of our business to digital distribution with the launch of our new audio download service, www.Soundsgood.com, and the launch of our first private label storefront with MSN Music at http://msn.soundsgood.com. We also plan to implement our announced distribution relationship with Real Networks. Earlier this year, we signed a distribution agreement with MusicNet, which will potentially make our content available on Yahoo, AOL, and CDIGIX, and the growing list of partner companies in the MusicNet family. These distribution deals will place our audiobook and classic radio content in most of the top music services in the United States," stated Jeff Dittus, CEO of MediaBay.

"Additionally, we recently announced that we are exploring our options and setting a strategy to bring our content to the wireless marketplace. We are excited about this market opportunity due to the enormous number of wireless devises in the market place and the rapid convergence of these devices to include support for audio entertainment playback," added Mr. Dittus.

"The decline in our revenues has been expected, as we have not marketed to attract new members to our mail order audio book club, as we have determined to focus on our digital distribution strategy. With a solid foundation of great people and partners in place, we are looking forward to participating in the explosive growth that many other digital media companies are experiencing. While it has taken longer than expected to implement many of our distribution agreements, we are optimistic that MediaBay will soon execute on its strategy."

About MediaBay, Inc.

MediaBay Inc. (Nasdaq: MBAY) is a leading digital media and publishing company specializing in spoken word and premium audio entertainment. The company maintains a library consisting of over 75,000 hours of content, including audio books from best-selling authors and the history of American Radio. Some of MediaBay's digital content partners include BBC, Blackstone, CBS Radio, Harper Collins, Hay House, Oasis, Penguin Audio, Random House, Simon & Schuster, Sound Room, and Zondervan. In addition to its popular Audio Book Club, MediaBay distributes its content through proprietary web sites including audiobookclub.com, radiospirits.com and Soundsgood.com as well as through partner channels including MusicNet, Real, MSN Music, Sirius Satellite Radio and XM Satellite Radio. For more information on MediaBay, please visit www.soundsgood.com, www.mediabay.com, www.audiobookclub.com, www.radiospirits.com and www.radioclassics.com.

Certain statements in this press release constitute "forward-looking" statements that involve a number of known and unknown risks, uncertainties and other factors which may cause MediaBay's actual results, performance or achievements to be materially different from any results, performances or achievements express or implied by such forward-looking statements. All statements other than statements of historical facts included in this press release including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of our management for future operations are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Important factors that could cause actual results to differ materially from our expectations, include, without limitation, our history of losses; the success of our new digital media distribution strategy, our ability to anticipate and respond to changing customer preferences, license and produce desirable content, protect our databases and other intellectual property from unauthorized access, collect receivables; dependence on third-party providers, suppliers and distribution channels; competition; the costs and success of our marketing strategies; product returns; member attrition and other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2005. Undue reference should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements.

MEDIABAY, INC.
Consolidated Balance Sheets
(Dollars in thousands)

December 31,
2005 2004

Assets
Current Assets:
Cash and cash equivalents $8,243 $3,122
Accounts receivable, net of allowances for sales
returns and doubtful accounts of $1,533 and $2,708
at December 31, 2005 and 2004, respectively 691 1,285
Inventory 763 1,530
Prepaid expenses and other current assets 464 199
Royalty advances 523 489
Total current assets 10,684 6,625
Fixed assets, net 1,785 243
Other intangibles, net 42 50
Goodwill 6,156 9,658
$18,667 $16,576

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses $4,969 $5,361
Accounts payable, related party - 315
Current portion of long-term debt - 200
Short-term debt, net of original issue discount of
$52 and $54 at December 31, 2005 and 2004,
respectively 32 29
Preferred dividend payable 319 -
Total current liabilities 5,320 5,905
Long-term debt, net of original issue discount of
$111 and $908 at December 31, 2005 and 2004,
respectively 608 9,102
Related party long-term debt including accrued
interest - 7,750
Total liabilities 5,928 22,757

Commitments and Contingencies - -

Preferred stock, no par value, authorized 5,000,000
shares; no shares of Series A outstanding at
December 31, 2005 and 25,000 shares of Series A
outstanding at December 31, 2004; 200 shares of
Series B issued and outstanding at December 31,
2005 and December 31, 2004; no shares of Series C
issued and outstanding at December 31, 2005 and
43,527 shares of Series C issued and outstanding
at December 31, 2004; and 21,063 shares of Series
D issued and outstanding at December 31, 2005
and no shares of Series D issued and outstanding at
December 31, 2004 11,436 6,873
Common stock; no par value, authorized 150,000,000
shares; issued and outstanding 10,516,414 and
4,140,663 at December 31, 2005 and 2004,
respectively 121,681 101,966
Contributed capital 42,637 17,682
Accumulated deficit (163,015) (132,702)
Total common stockholders' equity (deficit) 12,739 (6,181)
$18,667 $16,576

MEDIABAY, INC.
Consolidated Statements of Operations
(Dollars in thousands, except per share data)

Years ended December 31,
2005 2004 2003
Sales, net of returns, discounts and
allowances of $1,825, $5,363 and $16,960
for the years ended December 31, 2005,
2004 and 2003, respectively $8,955 $18,831 $36,617
Cost of sales 5,920 12,547 17,764
Advertising and promotion expense 2,091 5,546 10,452
Bad debt expense 51 829 3,940
General and administrative 6,895 6,043 6,816
Severance and other termination costs 697 - 544
Depreciation and amortization 154 144 328
Charge for impairment of goodwill 3,502 - -

Operating (loss) income (10,355) (6,278) (3,227)
Interest (expense) (767) (9,082) (1,925)
Interest income 257 - -
Loss on early extinguishment of debt (579) - -
Loss before income tax expense (11,444) (15,360) (5,152)
Income tax expense - 14,753 1,471
Net loss (11,444) (30,113) (6,623)
Dividends on preferred stock 1,446 574 246
Deemed dividend on beneficial conversion
of Series D Preferred Stock 17,423 - -

Net loss applicable to common shares $(30,313) $(30,687) $ (6,869)

Basic and diluted loss per share:
Basic and diluted loss per share $(4.08) $(10.24) $(2.92)

MEDIABAY, INC.
Consolidated Statements of Cash Flows
(Dollars in thousands)

Years ended December 31,
2005 2004 2003
Cash flows from operating activities:

Net loss $(11,444) $(30,113) $(6,623)
Adjustments to reconcile net loss to net
cash used in operating activities:
Charge for impairment of goodwill 3,502 -- --
Inventory obsolescence included in cost of
goods sold -- 2,530 285
Write-off of non-recoupable royalty
advances -- 1,215 --
Income tax expense -- 14,753 1,471
Non-cash beneficial conversion 4,382 -
Amortization of deferred member acquisition
costs 17 3,509 6,625
Loss on extinguishment of debt 579 1,532 -
Non-current accrued interest 155 898 909
Amortization of deferred financing costs
and original issue discount 240 1,329 561
Depreciation and amortization 154 144 328
Non-cash compensation expense 328 118
Changes in asset and liability accounts,
net of acquisitions and asset write-downs:
Decrease in accounts receivable, net 816 1,979 4,195
Decrease in inventory 767 103 896
(Increase) decrease in prepaid expenses
and other current assets (319) (48) 300
(Increase) decrease in royalty advances (34) (1,000) 240
Increase in deferred member acquisition
costs -- (356) (2,410)
(Decrease) increase in accounts payable and
accrued expenses (643) (5,406) (5,346)
Net cash (used in) provided by operating
activities (6,210) (4,221) 1,549
Cash flows from investing activities:
Purchase of fixed assets (1,687) (136) (16)
Additions to intangible assets -- (20) (102)
Cash paid in acquisitions -- - (148)
Net cash used in investing activities (1,687) (156) (266)
Cash flows from financing activities:
Proceeds from issuance of debt -- 13,500 1,065
Redemption of Series A and C Preferred
Stock (5,789)
Proceeds from sale of common stock -- 900 -
Proceeds from exercise of stock options 40 563 -
Proceeds from sale of preferred stock and
warrants, net of costs 31,421 - 328
Repayment of long-term debt (11,763) (6,008) (1,615)
Payment of dividends (891) - -
Increase in deferred financing costs - (2,139) (99)
Payments made in connection with litigation
settlement recorded in contributed
capital, net of cash received - - (676)
Net cash provided by (used in) financing
activities 13,018 6,816 (997)
Net increase in cash and cash equivalents 5,121 2,439 286
Cash and cash equivalents at beginning of
year 3,122 683 397
Cash and cash equivalents at end of year $8,243 $3,122 $683
SOURCE MediaBay, Inc.
-0- 04/07/2006
/CONTACT: Tim Clemensen, Rubenstein Investor Relations, +1-212-843-9337,
tclemensen@rubensteinir.com, for MediaBay, Inc./
/Web site: http://www.mediabay.com
http://www.Soundsgood.com
http://www.audiobookclub.com
http://www.radiospirits.com
http://www.radioclassics.com. /
(MBAY)

CO: MediaBay, Inc.
ST: New Jersey
IN: ENT PUB
SU: ERN

MC
-- NYF094 --
6853 04/07/2006 16:15 EDT http://www.prnewswire.com

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