Item 1. Business.
OVERVIEW
We are an integrated media and merchandising company providing consumers with
inspiring lifestyle content and well-designed, high-quality products. The
company is comprised of four business segments: Publishing, Merchandising,
Internet and Broadcasting, a combination that enables us to cross-promote our
content and products.
Our growth strategy is three-pronged:
Continue to increase advertising on our media platforms, including
publishing, broadcasting and online, through cross-platform, omnimedia
initiatives;
Leverage our brands through merchandising relationships; and
Create, launch and/or acquire new brands
As part of our brand acquisition strategy, we recently announced our agreement
to acquire all the assets related to Chef Emeril Lagasse's businesses, other
than his restaurants and corporate office (subject to certain closing
conditions), in exchange for approximately $45 million in cash and $5 million in
our Class A Common Stock and an additional payment of up to $20 million based
upon the achievement of certain operating metrics in 2011 and 2012.
The media and merchandise we create generally encompasses eight core areas:
Cooking and Entertaining (recipes, techniques, and indoor and outdoor
entertaining)
Holidays (celebrating special days and special occasions)
Crafts (how-to projects)
Home (decorating, collecting and renovating)
Whole Living (healthy living and sustainable practices)
Weddings (all aspects of planning, celebrating and commemorating a
wedding)
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Organizing (homekeeping, petkeeping, clotheskeeping, restoring and other
types of domestic maintenance)
Gardening (planting, landscape design and outdoor living)
As of March 10, 2008, we had approximately 760 employees. Our revenues from
foreign sources were $12.3 million, $15.6 million and $9.3 million in 2007, 2006
and 2005, respectively. Substantially all of our assets are located within the
United States.
HISTORY
Martha Stewart published her first book, Entertaining, in 1982. Over the next
eight years she became a well-known authority on the domestic arts, authoring
eight more books on a variety of our core content areas. In 1991, Time
Publishing Ventures, Inc. ("TPV"), a subsidiary of Time Inc., launched Martha
Stewart Living magazine with Ms. Stewart serving as its editor-in-chief. In
1993, TPV began producing a weekly television program, Living, hosted by
Ms. Stewart. In 1995, TPV launched a mail-order catalog, Martha by Mail, which
made available products featured in, or developed in connection with, the
magazine and television program. In late 1996 and early 1997, a series of
transactions occurred resulting in MSLO LLC acquiring substantially all Martha
Stewart-related businesses. Ms. Stewart was the majority owner of MSLO LLC; TPV
retained a small equity interest in the business. On October 22, 1999, MSLO LLC
merged into MSO, then a wholly owned subsidiary of MSLO LLC. Immediately
following the merger, we consummated an initial public offering.
BUSINESS SEGMENTS
Our four business segments are described below. Additional financial information
relating to these segments may be found in Note 15 to our Consolidated Financial
Statements.
PUBLISHING
In 2007, our Publishing segment accounted for 56% of our total revenues,
consisting of operations related to magazine and book production. Revenues from
magazine advertising and circulation represented approximately 58% and 39%,
respectively, of the segment's revenues in 2007.
Magazines
Martha Stewart Living. Our flagship magazine, Martha Stewart Living, is the
foundation of our publishing business. Launched in 1991 as a quarterly
publication with a circulation of 250,000, we currently publish Martha Stewart
Living on a monthly basis with a rate base of 2 million, effective January 1,
2008. The magazine appeals primarily to the college-educated woman between the
ages of 25 and 54 who owns her principal residence. Martha Stewart Living offers
lifestyle ideas and original how-to information in a highly visual, upscale
editorial environment. The magazine has won numerous prestigious industry awards
and generates a substantial majority of our magazine revenues, primarily from
advertising revenue.
Everyday Food. We launched Everyday Food in September of 2003 after publishing
four test issues. This digest-sized magazine featuring quick, easy recipes was
created for the supermarket shopper and the everyday cook. Everyday Food targets
women ages 25 to 49, and is intended to broaden our consumer audience while
developing a new brand and diversifying our revenue.
Martha Stewart Weddings. We launched Martha Stewart Weddings in 1994, originally
as an annual publication. In 1997, it went to semi-annual publication and became
a quarterly in 1999. Martha Stewart Weddings targets the upscale bride and
serves as an important vehicle for introducing young women to our brands. Martha
Stewart Weddings is distributed primarily through newsstands.
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Body + Soul. In August 2004, we acquired certain assets and liabilities of Body
+ Soul magazine and Dr. Andrew Weil's Self Healing newsletter ("Body & Soul
Group"), which are publications featuring "natural living" content. The magazine
generates both advertising and circulation revenue, while the newsletter
generates substantially all of its revenue from subscriptions. Body & Soul Group
also sells a limited line of merchandise related to "natural living," which we
record as publishing revenue attributed to Body + Soul.
Blueprint: Design Your Life. In 2006, we began testing a new magazine called
Blueprint: Design Your Life. Geared to women ages 25-39, Blueprint targeted a
different demographic than our core consumer, while maintaining our distinctive
"how-to" approach, covering home, fashion, and beauty. After two test issues in
2006 and six in 2007, we decided to discontinue publishing the title on a
stand-alone basis after the January/February 2008 issue.
Magazine Summary
Certain information related to our 2007 issues of subscription magazines is as
follows:
Yearly 2007 Rate
Title Description Frequency Base *
Martha Stewart Living Home and women's lifestyle 12 1,950,000
Everyday Food Cooking 10 875,000
Martha Stewart Weddings Weddings 5 ** N/A ***
Body + Soul Whole living 8 **** 450,000
Blueprint Women's lifestyle 6 ***** 400,000
* Current 2008 rate bases are: Martha Stewart Living (2,000,000); Everyday
Food (900,000); and Body + Soul (550,000)
** 2007 included one special issue of Martha Stewart Weddings: Special Color
Issue
*** Does not have a stated rate base.
**** 2008 yearly frequency will increase to 10 issues of Body+ Soul
***** Blueprint was launched in May 2006 and discontinued as a stand-alone
publication after the January/February 2008 issue.
Special Interest Publications. In addition to our periodic magazines, we publish
certain special interest magazine editions. We began with one in 1998 and
published nine in 2007. Our Special Interest Publications provide in-depth
advice and ideas around a particular topic in one of our core content areas,
allowing us to leverage our distribution network to generate additional
revenues. Our Special Interest Publications can be sponsored by a single
advertiser, multiple advertisers, or contain no advertising; and may be sold at
newsstands and/or distributed to subscribers with issues of Martha Stewart
Living. In 2007, we published Good Things for the Kitchen, Martha Stewart
Living: Outdoor Living, Good Things for Kids, Good Things for the Home, Martha
Stewart Holiday: Halloween, Everyday Food Holiday Baking and three Body + Soul
specials.
Magazine Production, Distribution and Fulfillment. We print most of our domestic
magazines under agreements with R. R. Donnelly and currently purchase paper
through an agreement with Time Inc. While paper for use in our magazines is
widely available, volatility in the paper market is currently applying upward
pressure on paper prices. We also expect to see a mid-year 2008 increase in
postage expense. We use no other significant raw materials in our businesses.
Newsstand distribution of the magazines is handled by Time Warner Retail, an
affiliate of Time Inc., under a more favorable, revised agreement that expires
with the December 2010 issue of Martha Stewart Living. We expect that prices
charged for distribution through national wholesalers will increase in 2008.
Subscription fulfillment services for our magazines are provided by Time
Customer Services, another affiliate of Time Inc., under an agreement that
expires in June 2014.
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Books
In the second quarter of 2007, we announced a multi-year agreement with Clarkson
Potter/Publishers to publish 10 books beginning with Martha Stewart Living
Cookbook Volume I: The Original Classics; Martha Stewart Living Cookbook Volume
II: The New Classics; and Martha Stewart's Wedding Cakes. In the fourth quarter
of 2007, we signed an amendment to the agreement with Clarkson Potter to deliver
an additional two books for a total of 12 books to be published over multiple
years. In addition to these 2007 titles, we have produced over 60 books
including the recent best-sellers: Martha Stewart's Homekeeping Handbook: The
Essential Guide to Caring for Everything in Your Home; Everyday Food: Great Food
Fast; and Martha Stewart's Baking Handbook.
Competition
Publishing is a highly competitive business. Our magazines, books and related
publishing products compete with other mass media and many other types of
leisure-time activities. Competition for advertising dollars in magazine
operations is primarily based on advertising rates as well as editorial and
aesthetic quality, the desirability of the magazine's demographic, reader
response to advertisers' products and services and the effectiveness of the
advertising sales staff. Martha Stewart Living competes for readers and
advertising dollars with women's service, decorating, cooking and lifestyle
magazines and websites. Everyday Food competes for readers and advertising
dollars with women's service and cooking magazines and websites. Martha Stewart
Weddings competes for readers and advertising dollars primarily in the wedding
service magazine category and websites. Body + Soul competes for readers and
advertising dollars primarily with women's lifestyle and natural living
magazines and websites. Our Special Interest Publications can compete with a
variety of magazines depending on the focus of the particular issue.
Seasonality
Our Publishing segment can experience fluctuations in quarterly performance due
principally to publication schedule variations from year to year, timing of
direct mail expenses, delivery schedule of our long-term book contract, and
other seasonal factors. Martha Stewart Weddings was published five times in
2007: three issues in the second quarter and two issues in the fourth quarter.
Additionally, the publication schedule for our Special Interest Publications can
vary and lead to quarterly fluctuations in the Publishing segment's results.
MERCHANDISING
Our Merchandising segment contributed 26% of our total revenues in 2007. The
segment consists of operations relating to the design of merchandise and related
packaging, promotional and advertising materials, and the licensing of various
proprietary trademarks, in connection with retail programs conducted through a
number of retailers and manufacturers. Pursuant to agreements with our retail
and manufacturing partners, we are typically responsible for the design of all
merchandise and/or related packaging, signage, advertising and promotional
materials. Our retail partners source the products through a manufacturer base
and are mostly responsible for the promotion of the product. Our licensing
partners source and/or produce the branded products together with other lines
they make or sell. Our licensing agreements require us to maintain no inventory
and incur no meaningful expenses other than employee compensation.
Licensed Retail Partnerships
Martha Stewart Everyday at Kmart and Sears Canada
Martha Stewart Everyday is our mass-market brand. Currently, the label is
associated with products that generally fall into the following categories: Home
(which includes sheets, towels, pillows, bath accessories, window treatments and
kitchen textiles); Garden (which includes outdoor furniture and accessories);
Kitchen
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(which includes cookware, bakeware, utensils, dinnerware, flatware, and
beverageware); Keeping (which includes organizational products relating to the
pantry, closet and laundry); Decorating (which includes mirrors, picture frames,
candles, and lamps); Ready-to-Assemble furniture (living, dining, bath and
bedroom furniture); and Holiday (which includes artificial Christmas trees,
decorating products, wrapping and ornaments).
In the United States and Canada, all of these products are sold under exclusive
agreements. In the United States we have an exclusive license agreement with
Kmart Corporation in the mass-market channel. In 2007, Kmart represented 76% of
total revenues in our Merchandising segment and 21% of total Company revenues
due principally to the contractual minimum guarantee (see "Management's
Discussion and Analysis - Executive Summary" for details regarding our contract
with Kmart). In Canada, we have an exclusive license agreement with Sears
Canada, which launched the Martha Stewart Everyday brand label in September
2003.
We own the Martha Stewart Everyday trademark and generally retain all
intellectual property rights related to the designs of merchandise, packaging,
signage and collateral materials developed for the various programs.
Martha Stewart Collection at Macy's
In September 2007, we launched the Martha Stewart Collection exclusively at
Macy's. The Martha Stewart Collection line encompasses a broad range of home
goods, including bed and bath textiles, housewares, casual dinnerware, flatware
and glassware, cookware, holiday decorating and trim-a-tree items. We own the
Martha Stewart Collection trademark and generally retain all intellectual
property rights related to the designs of the merchandise, packaging, signage
and collateral materials developed for the various programs.
Martha Stewart at Costco
In December 2007, we introduced our first product as part of an agreement with
Costco to sell prepared food co-branded with Costco's private label brand,
Kirkland Signature. Our soups began selling in January 2008, and we anticipate
launching a series of fresh, refrigerated and frozen food products throughout
the year.
Martha Stewart Colors at Lowe's
In 2007, we launched a Martha Stewart-branded interior and exterior paint
palette program called Martha Stewart Colors. The palette is available
exclusively at Lowe's stores in the United States and Canada.
Martha Stewart Flowers with 1-800-Flowers
In 2007, we announced our partnership with 1-800-Flowers to create an exclusive,
new, co-branded floral, plant and gift-basket program beginning in 2008. This
licensing agreement will provide an opportunity to participate in the same-day
delivery of the flowers market.
Digital Photography Products
In 2006, we began a two-year agreement with Kodak Imaging Network to develop a
line of branded Martha Stewart personalized photo products. The product line
includes cards, calendars (non-branded), photo-books and stickers. In 2007, we
partnered with Shutterfly to offer Martha Stewart-branded photo-books and cards,
although the parties will be phasing out this relationship during 2008. The
financial results from the sales of these digital products were reported in the
Internet segment through December 31, 2007. In 2008, the digital photography
product business will be managed and reported in the Merchandising segment as a
licensed retail partnership.
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Licensed Manufacturing Partnerships
Martha Stewart Crafts
In May 2007, we launched Martha Stewart Crafts products at over 900 Michael's
stores, and in August 2007, pursuant to our licensing relationship with EK
Success, LTD and GTCR Golder Rauner, LLC, began distributing product to certain
independent craft stores across the United States. In August 2007, we invested
$10.0 million in an entity primarily funded by GTCR Golder Rauner that acquired
Wilton Industries, Inc. and Dimensions Holding, LLC. The investment gives us a
3.8% ownership interest in the holding company of the new, combined entity,
Wilton Products, Inc, which already owned EK Success. We also have a
subordinated equity interest of 7.25% in the holding company of Wilton Products,
the market value of which is contingent on reaching specific performance
hurdles. In addition to our existing licensing relationship with EK Success, we
also entered into a new licensing agreement with Wilton Industries. Through this
arrangement, we will broaden our footprint in the crafts market by introducing
licensed products in the following categories: food crafts; party favors; and
weddings.
Martha Stewart Furniture with Bernhardt
We have had a Martha Stewart furniture program with the Bernhardt Furniture
Company since 2003 and renewed that relationship at the end of 2007. Currently,
merchandise produced under this relationship includes furniture for the living
room, bedroom, and dining room, that is sold at furniture and department stores
nationwide, including certain Macy's stores.
KB Home / Martha Stewart Homes
In October 2005, we entered into an agreement with KB Home, Inc. to design and
style all interior and exterior components for 655 new homes in Cary, North
Carolina. In February 2006, we announced an expanded agreement with KB, pursuant
to which we are collaborating with KB on new home communities throughout the
United States. As part of the expanded agreement, we also offer a range of
design options, featured exclusively in KB Studios nationwide. In December 2007,
we amended the terms of our relationship in the initial contract, accepting a
one-time payment in exchange for certain promotional obligations.
Martha Stewart Fine China for Waterford Wedgwood
In January 2007, we announced a worldwide agreement with Waterford Wedgwood USA,
Inc. to develop a fine china and crystal collection. The line launched in
January 2008 exclusively at Macy's in the United States, and through macys.com,
as part of the Martha Stewart Collection assortment of products.
Martha Stewart Lighting
In September 2007, we launched our Martha Stewart Lighting program through our
agreement with Generation Brands, LLC, a manufacturer of leading brands of
lighting. Our lighting and ceiling fans are available through independent
lighting and furniture dealers.
Martha Stewart Area Rugs
In January 2007, we introduced our line of rugs through a licensing agreement
with Safavieh, Inc., a leading manufacturer and importer of fine rugs. The
Martha Stewart Rugs are sold at independent furniture and rug galleries and at
certain Macy's stores.
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Martha Stewart Carpet Tiles for FLOR
In July 2007, we introduced our Martha Stewart Floor Designs with FLOR, Inc., an
eco-friendly manufacturer of residential, high-style modular floor coverings.
FLOR manufactures the Martha Stewart-branded carpet tiles and sells direct to
consumers as well as to retailers.
Summary of Retail and Merchandising License Agreements
License Partner Basis For Royalties [a] Expiration Date [b]
Kmart (Multiple product
lines) Retail sales January 2010
Sears Canada (Multiple
product lines) Retail sales August 2008
Macy's (Multiple product
lines) Retail sales January 2013
Costco (Food) Retail sales December 2009
Lowe's (Paint) Fee based upon gallons
tinted from the Martha
Stewart Colors palette December 2009
1-800-Flowers Retail sales March 2011
EK Success (Crafts) Sales (Retail and/or
Wholesale) March 2012
Wilton (Crafts) Sales (Retail and/or
Wholesale) Five years after Launch
Bernhardt (Furniture) Wholesale sales December 2012
KB Home (Cary, NC) [c] [c]
KB Home (National Agreement) Aggregate gross sales February 2011
Waterford Wedgwood (China) Wholesale sales January 2013
Generation Brands (Lighting) Wholesale sales September 2010
Safavieh (Area Rugs) Wholesale sales July 2010
FLOR (Carpet Tiles) Sales (Retail and/or
Wholesale) July 2010
[a] Basis for royalties is a summary of contractual agreements regarding the
calculation of royalties but does not represent the basis for revenue
recognition as several contracts contain minimum guarantee clauses or other
revenue triggers that require specific accounting application (see Note 2
to Consolidated Financial Statements - Summary of Significant Accounting
Policies).
[b] Expiration dates are typically a function of the launch date of the
program. Therefore, these expiration dates are subject to change for
products that have not been introduced to date. Certain contracts are
subject to possible renewals.
[c] In December 2007, we amended the terms of our relationship with this
initial KB Home contract, accepting a one-time payment in exchange for
certain promotional obligations.
Competition
The retail business is highly competitive and the principal competition for all
of our merchandising lines consists of competitors in the mass-market and
department stores in which our Merchandising segment products are sold,
including Wal-Mart, Target, Kohl's, JCPenney, Bed Bath & Beyond, Linens 'n
Things, Home Depot, BJ's and Sam's Club as well as other products in the
respective product categories. Competitive factors include numbers and locations
of stores, brand awareness and price. We also compete with the Internet
businesses of these stores and other websites that sell similar retail goods.
Competition in our flower business includes other online sellers as well as
traditional floral retailers. Competition in our digital photo products business
consists of other Kodak and Shutterfly digital products, as well as products in
competing online photo sites.
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Seasonality
Revenues from the Merchandising segment can vary significantly from quarter to
quarter due to new product launches and the seasonality of certain product
lines. In addition, we historically recognize a substantial portion of the
revenue resulting from the difference between the minimum royalty amount under
the Kmart contract and royalties paid on actual sales in the fourth quarter of
each year, when the amount can be determined.
INTERNET
Our Internet segment represented 6% of our total revenues in 2007, resulting
from three revenue streams: online ad sales primarily at marthastewart.com;
product sales of Martha Stewart Flowers; and sales of digital photo products. In
2008, revenue from the Internet segment will be advertising driven, as sales of
flowers and digital products will be managed and reported by our Merchandising
segment.
In August 2004, we chose to discontinue Martha By Mail and its online product
offerings, which historically had been included in the Internet segment. The
last catalog was mailed in the fourth quarter of 2004, with all remaining
inventory disposed of in early 2005.
Marthastewart.com
The marthastewart.com website offers recipes and how-to content, integrated
across the Martha Stewart brands in the following categories: food,
entertaining, holidays, home and decorating, crafts, gardening, weddings, kids
and health. In 2007, we relaunched the site with a new, more user-friendly
platform. The site relaunch and subsequent releases included the development of
advanced search, community tools, and the creation of "most popular" modules
which showcase our inspirational content and beautiful imagery. Advertising is
the primary source of revenue for our site.
Martha Stewart Flowers
Originally launched in 1999 as marthasflowers.com, the new website
marthastewartflowers.com continued to operate under the business model of
providing fresh floral products shipped directly from farms to consumers. This
business model enables customers to ship floral gifts overnight, delivering
Martha Stewart-inspired designs with superior freshness. Product categories
include grower's bunches, mixed bouquets, blooming plants, fresh wreaths and
garlands. In 2007, we chose to partner with 1-800-Flowers to create an
exclusive, new, co-branded floral, plant and gift-basket program beginning in
2008. This new, higher-margin licensing agreement will provide an opportunity to
participate in the same-day delivery of the fresh flowers market. Martha Stewart
Flowers, under this new agreement, will be managed and reported in the
Merchandising segment in 2008 as a licensed retail partnership.
Digital Photo Products
In 2006, we began a two-year agreement with Kodak Imaging Network to develop a
line of branded Martha Stewart personalized photo products. The product line
includes cards, calendars (non-branded), photo-books and stickers. In 2007, we
partnered with Shutterfly to offer Martha Stewart-branded photo-books and cards,
although the parties will be phasing out this relationship during 2008. Our
agreements with Kodak and Shutterfly provide for royalty payments based upon
product sales. The agreement with Kodak also had a minimum guarantee which was
completely recognized in 2006 and 2007. In 2008, the digital photo product
business will be managed and reported in the Merchandising segment as a licensed
retail partnership.
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Competition
The online ad sales and flower businesses are highly competitive.
Marthastewart.com competes with other how-to, food and lifestyle websites. Our
challenge is to attract and retain users through an easy-to-use and
content-relevant website. Competition for advertising revenue is based on the
number of unique users we attract each month, the demographic profile of that
audience and the number of pages they view on our site.
Seasonality
Revenues from our Internet segment can vary significantly from quarter to
quarter. Advertising revenue on marthastewart.com is tied to traffic among other
key factors and is typically highest in the fourth quarter of the year due to
high advertiser demand to reach our audience demographic with their marketing
messages, while revenue for Martha Stewart Flowers is tied to key holidays
during the year.
BROADCASTING
Our Broadcasting business segment accounted for 12% of our total revenues in
2007. The segment consists of operations relating to the production of
television programming, the domestic and international distribution of our
library of programming in existing and repurposed formats, and the operations of
our satellite radio channel. We generally own the copyrights for all content we
produce for our television and satellite radio programs.
In September 2005, we launched The Martha Stewart Show - a syndicated daily
lifestyle series hosted by Martha Stewart - which generates the majority of the
segment's revenue. Filmed in front of a studio audience, the show consists of
several segments, each featuring inspiring ideas and new projects from one or
several of our core content areas. NBC Universal Domestic Television
Distribution distributes the program domestically. In 2007, we announced that a
fourth season of The Martha Stewart Show is expected to begin in September 2008.
Because seasons run twelve months beginning and ending in the middle of
September, the 2007 results include a large portion of season 2 and the first
16 weeks of season 3, which is currently airing in syndication. The Broadcasting
segment previously produced the Living show, which ceased airing in September
2004. Revenues for The Martha Stewart Show currently are mostly comprised of
advertising and product placement.
In November 2005, we launched the Martha Stewart Living Radio channel on SIRIUS
Satellite Radio. Our channel provides programming designed for women listeners
and their families, 24 hours a day, seven days a week. Under the terms of the
four-year agreement, we receive a fixed revenue stream earned evenly over the
life of the contract, with the potential for additional amounts based on certain
subscriber and advertising based targets.
Everyday Food, a half-hour original series inspired by the magazine of the same
name, airs weekly on PBS stations nationwide. Unlike revenues for The Martha
Stewart Show, revenues for the Everyday Food series are provided by
underwriters. In 2008, we added a spin-off companion show, Everyday Baking from
Everyday Food, which also airs weekly on PBS stations.
In 2007, we announced several agreements with Scripps-owned networks including
the primetime rebroadcast of The Martha Stewart Show on the Fine Living channel
on a one-day delay from the initial syndicated broadcast. We also have a new
series, Martha Stewart Crafts, currently airing daily on the DIY channel, which
is a "best of" compilation from the former Living show, featuring how-to
crafting segments.
We began to offer, in October 2007, access to 10 hours of segments from our
library of programming through an advertising-supported, free video-on-demand
service. Martha Stewart On Demand is currently available to Comcast and Cox
digital cable customers and is updated monthly with 50% refreshed content.
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Competition
Broadcasting is a highly competitive business. Our television programs compete
directly for viewers, distribution and/or advertising dollars with other
lifestyle and how-to television programs, as well as with general programming on
other television stations and all other competing forms of media. Overall
competitive factors in this segment include programming content, quality and
distribution as well as the demographic appeal of the programming. As in
publishing, competition for television and radio advertising dollars is based
primarily on advertising rates, audience size and demographic composition,
viewer response to advertisers' products and services and effectiveness of the
advertising sales staff. While the revenue from our radio business is
contractually guaranteed, we compete for listeners with similarly themed
programming on both satellite and terrestrial radio.
INTELLECTUAL PROPERTY
We use multiple trademarks to distinguish our brands, including Martha Stewart
Living, Martha Stewart Everyday, Martha Stewart Collection, Everyday Food,
Martha Stewart Weddings, marthastewart.com, Martha Stewart Flowers, Body + Soul
and wholeliving.com. These and numerous other trademarks are the subject of
registrations and pending applications filed by us for use with a variety of
products and other content, both domestically and internationally, and we
continue to expand our worldwide usage and registration of related trademarks.
We file copyrights regarding our proprietary designs and editorial content on a
regular basis. We regard our rights in and to our trademarks and materials as
valuable assets in the marketing of our products and vigorously seek to protect
them against infringement and denigration by third parties. We own and license
the rights to many of these marks pursuant to an agreement between us and
Ms. Stewart, which is described under Item 13 of this Annual Report on
Form 10-K.
AVAILABLE INFORMATION
Our website can be found on the Internet at www.marthastewart.com. We have
adopted a code of ethics applicable to our directors, officers (including our
principal executive officer, principal financial and accounting officer and
controller and persons performing similar functions) and employees, known as the
Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is
available on our website www.marthastewart.com and as Exhibit 14.1. Our proxy
statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as certain of our other filings with the
Securities and Exchange Commission (the "SEC"), can be viewed and downloaded
free of charge as soon as reasonably practicable after they have been filed with
the SEC by accessing marthastewart.com and clicking on Investor Relations and
SEC Filings. Please note that information on, or that can be accessed through,
our website is not deemed "filed" with the SEC and is not to be incorporated by
reference into any of our filings under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended.