MARTHA STEWART LIVING OMNIMEDIA INC - 10-K - 20080317 - BUSINESS
In this Annual Report on
Form 10-K,
the terms we, us, our,
MSO and the Company refer to Martha
Stewart Living Omnimedia, Inc. and, unless the context requires
otherwise, Martha Stewart Living Omnimedia LLC (MSLO
LLC), the legal entity that, prior to October 22,
1999, operated many of the businesses we now operate, and their
respective subsidiaries.
FORWARD-LOOKING
STATEMENTS
All statements in this Annual Report on
Form 10-K,
except to the extent describing historical facts, are
forward-looking statements, as that term is defined
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements represent our current beliefs
regarding future events, many of which, by their nature, are
inherently uncertain and outside of our control. These
statements often can be identified by terminology such as
may, will, should,
could, expects, intends,
plans, anticipates,
believes, estimates,
potential or continue or the negative of
these terms or other comparable terminology. Our actual results
may differ materially from those projected in these statements,
and factors that could cause such differences include those
factors discussed in Risk Factors as detailed in
Item 1A of this Annual Report on
Form 10-K,
as well as other factors, including those discussed in the
Managements Discussion and Analysis of Financial
Condition and Results of Operations. Forward-looking
statements herein speak only as of the date of filing of this
Annual Report on
Form 10-K.
We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our reports to the Securities and Exchange
Commission.
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
Lagasses 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)
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.
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.
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
segments 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.
Body + Soul.
In August 2004, we acquired certain
assets and liabilities of
Body + Soul
magazine and
Dr. Andrew Weils 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 womens 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
Womens 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.
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 Stewarts 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
Stewarts Homekeeping Handbook: The Essential Guide to
Caring for Everything in Your Home; Everyday Food: Great Food
Fast;
and
Martha Stewarts 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 magazines
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 womens service, decorating,
cooking and lifestyle magazines and websites.
Everyday Food
competes for readers and advertising dollars with
womens 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 womens 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 segments results.
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
(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 Managements 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 Macys
In September 2007, we launched the
Martha Stewart Collection
exclusively at Macys. 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
Costcos 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 Lowes
In 2007, we launched a Martha Stewart-branded interior and
exterior paint palette program called
Martha Stewart
Colors
. The palette is available exclusively at Lowes
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.
In May 2007, we launched
Martha Stewart Crafts
products
at over 900 Michaels 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 Macys
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
Macys 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
Macys stores.
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 Stewartbranded 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
Macys (Multiple product lines)
Retail sales
January 2013
Costco (Food)
Retail sales
December 2009
Lowes (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, Kohls, JCPenney, Bed Bath & Beyond,
Linens n Things, Home Depot, BJs and Sams 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.
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.
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 Stewartinspired designs with superior freshness.
Product categories include growers 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.
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.
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 segments 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.
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.
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.
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.
Item 1A.
Risk
Factors
A wide range of factors could materially affect our performance.
In addition to the factors affecting specific business
operations identified in connection with the description of
these operations and the financial results of these operations
elsewhere in this report, the following factors, among others,
could adversely affect our operations:
Our success depends in part on the popularity of our brands
and the reputation and popularity of our founder, Martha
Stewart, and any adverse reactions to publicity relating to
Ms. Stewart, or the loss of her services, could adversely
affect our revenues, results of operations and our ability to
maintain or generate a consumer base.
While we believe there has been significant consumer acceptance
for our products as stand-alone brands, the image, reputation,
popularity and talent of Martha Stewart remain important
factors. Ms. Stewarts efforts,