Form 8-K MARTHA STEWART LIVING For: Oct 28

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.�20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October�28, 2014

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MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

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Delaware	�	001-15395	�	52-2187059
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification Number)
601 West 26th Street New York, NY			�	10001
(Address of principal executive offices)			�	(Zip Code)

(212) 827-8000

Registrant�s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item�2.02

Results of Operations and Financial Condition.

On October�28, 2014, Martha Stewart Living Omnimedia, Inc. (the �Company�) issued a press release announcing its financial results for the fiscal quarter ended September�30, 2014. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this report, including the information contained in Exhibit 99.1 hereto, is being furnished and shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item�9.01

Financial Statements and Exhibits.

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(d)	��	Exhibit	��	Description
	��	99.1	��	Press release of Martha Stewart Living Omnimedia, Inc., dated October�28, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	�		�	MARTHA STEWART LIVING OMNIMEDIA, INC.
October�28, 2014	�		�	By:	�	/s/ Allison Hoffman
	�		�		�	Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

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Exhibit	��	Description
99.1	��	Press release of Martha Stewart Living Omnimedia, Inc., dated October�28, 2014.

Exhibit 99.1

Martha Stewart Living Omnimedia Reports Third Quarter 2014 Results

NEW YORK, Oct. 28, 2014 /PRNewswire/ ��Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced its results for the third quarter ended September�30, 2014.

On October�15, 2014, MSLO announced a 10-year partnership with Meredith Corporation whereby Meredith will lead the advertising sales, circulation, production and other non-editorial functions of Martha Stewart Living and Martha Stewart Weddings magazines as well as www.marthastewart.com, and www.marthastewartweddings.com. MSLO�s editorial team will continue to create all editorial content.

Dan Dienst, Chief Executive Officer, said, �Results for the third quarter, which is seasonally our weakest quarter of the year, were in line with expectations but do not reflect the current transformation taking place at MSLO. The significant partnership we recently announced with Meredith Corporation allows us to leverage their scale and expertise to fully monetize our award-winning content. The partnership is immediately accretive to earnings and a winning relationship for our consumers as well as our valued shareholders.�Starting November�1, MSLO will be a refocused content and design company with a strong foundation built on long-term profitable growth.�

Third Quarter 2014 Summary

Revenues totaled $29.8 million in the third quarter of 2014 compared to $33.8 million in the third quarter of 2013 due to lower print and merchandising revenue partially offset by higher digital advertising revenue.

Total operating loss for the third quarter of 2014 was $(14.7) million, which included an $(11.4) million non-cash impairment charge reflecting the write-down of the Emeril trademark and goodwill recorded in the Company�s merchandising segment.�Total operating loss in the third quarter of 2013 was $(4.1) million.

Basic and diluted net loss per share was $(0.19) for the third quarter of 2014, compared to $(0.06) for the third quarter of 2013. Excluding the impairment charge in the third quarter of 2014, net loss per share was $(0.06).

Third Quarter 2014 Results by Segment

Three Months Ended September�30

(unaudited, in thousands)

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�	��	2014		�	�	2013		�
REVENUES	��				�
Publishing	��	$	15,981	��	�	$	19,401	��
Merchandising	��	�	13,691	��	�	�	14,153	��
Broadcasting	��	�	139	��	�	�	294	��
	��	�	�	�	�	�	�	�
Total Revenues	��	$	29,811	��	�	$	33,848	��
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OPERATING (LOSS) / INCOME	��				�
Publishing	��	$	(6,046	)�	�	$	(6,260	)�
Merchandising	��	�	(1,548	)�	�	�	9,479	��
Broadcasting	��	�	(36	)�	�	�	(214	)�
Corporate	��	�	(7,020	)�	�	�	(7,081	)�
	��	�	�	�	�	�	�	�
Total Operating Loss	��	$	(14,650	)�	�	$	(4,076	)�
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Recent Business Highlights

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On October�7, MSLO launched an original six-episode Halloween web series, Shriek or Chic: Martha�s Haute Halloween Challenge, with AOL as its exclusive distribution partner. The series followed three fashion design hopefuls as they competed against one another to create a Halloween costume for Martha Stewart.

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The Company�s third annual �Martha Stewart American Made� program, which takes place on November�7-8, is shaping up to be the best year yet. The nominations for the American Made honorees were up 40% over the prior year; visits to the American Made website were up 200%; and the program added 4 official sponsors: The UPS Store, Hyatt House, Toyota and Intuit QuickBooks.

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The fourth season of Martha Stewart�s Cooking School premiered on PBS this month and the fourth season of Martha Bakes is currently in production and scheduled to air in January.

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The Company�s One Pot: 120+ Easy Meals from Your Skillet, Slow Cooker, Stockpot, and More, went on-sale September�23 and quickly became #4 on The New York Times� Best Seller List for the week of October�12.

Publishing

Revenues in the third quarter of 2014 were $16.0 million compared to $19.4 million in the prior year due to lower print advertising revenue slightly offset by an increase in digital advertising revenue.

Operating loss was $(6.0) million for the third quarter of 2014 compared to $(6.3) million in the prior year.

Merchandising

Revenues in the third quarter were $13.7 million compared to $14.2 million in the prior year�s third quarter primarily due to lower royalty revenue received from J.C. Penney reflecting fewer licensed categories at J.C. Penney.

Operating loss was $(1.5) million for the third quarter of 2014 compared to operating income of $9.5 million in the third quarter of 2013. The decline was due to the $(11.4) million non-cash impairment charge reflecting the write-down of the Emeril trademark and goodwill.�Excluding this non-cash impairment charge, operating income for the third quarter of 2014 reflects an increase in operating income of $9.9 million.

Broadcasting

Revenue in the third quarter of 2014 was $0.1 million compared to $0.3 million in the third quarter of 2013 due to lower radio licensing fees.

Operating loss was $(0.04) million for the third quarter of 2014 compared to operating loss of $(0.2) million in last year�s third quarter.

Corporate

Corporate expenses were $(7.0) million in the third quarter of 2014 compared to $(7.1) million in the prior year�s quarter due to higher professional fees partially offset by ongoing cost savings.

The Company will host a conference call with analysts and investors on October�28, 2014 at 8:30am EDT that will be broadcast live over the Internet at www.marthastewart.com/ir, and an archived version will be available through November�12, 2014.

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About Martha Stewart Living Omnimedia, Inc.

Martha Stewart Living Omnimedia, Inc. (MSLO) is a leading provider of original �how-to� information, inspiring and engaging consumers with unique lifestyle content and well-designed, high-quality products. MSLO is organized into the following business segments: Publishing, Merchandising and Broadcasting. MSLO is listed on the New York Stock Exchange under the ticker symbol MSO.

Forward-Looking Statements

This press release may contain certain statements that we believe are, or may be considered to be, �forward-looking statements,� as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as �anticipate,� �estimate,� �expect,� �intend,� �believe,� �continue,� �potential� or similar words or phrases and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed in or implied by such forward-looking statements.

Such forward-looking statements include:�the continued success of our brands and the reputation and popularity of Martha Stewart and Emeril Lagasse; adverse reactions to publicity relating to Ms.�Stewart or Mr.�Lagasse by consumers, advertisers and business partners; loss of the services of Ms.�Stewart or Mr.�Lagasse; continued management turnover; our ability to successfully implement our growth strategies; our ability to develop new or expand existing merchandising and licensing programs or the loss or failure of existing programs, including as a result of financial instability of or disputes with our partners; failure to predict, respond to and influence trends in consumer taste; our inability to successfully and profitably develop or introduce new products and services; our ability to effectively transition certain of our Publishing segment operations to Meredith Corporation, effective November�1, 2014; softening of or increased competition for advertising revenues, including increased competitive pressure on digital display advertising rates as a result of programmatic buying of advertising inventory; inability to successfully capitalize on digital, mobile and video initiatives, including establishing relationships with additional distribution partners; our ability to drive and retain visitors to our digital platforms and to effectively monetize our digital platforms;�disruption in the industries in which our publishing and digital third-party vendors operate;�continued weak and uncertain worldwide economic conditions;�increases in paper, postage, freight or printing costs; weakening in circulation, particularly in newsstand sales;�failure to protect our intellectual property; and failure to realize expected efficiencies and benefits from our restructuring activities.

Certain of these and other factors are discussed in more detail in the Company�s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, especially under the heading �Risk Factors,� which may be accessed through the SEC�s website at http://www.sec.gov/.

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Martha Stewart Living Omnimedia, Inc.

Consolidated Statements of Operations

Three Months Ended September�30,

(unaudited, in thousands, except share and per share amounts)

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�	��	2014		�	�	2013		�
REVENUES	��				�
Publishing	��	$	15,981	��	�	$	19,401	��
Merchandising	��	�	13,691	��	�	�	14,153	��
Broadcasting	��	�	139	��	�	�	294	��
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Total revenues	��	�	29,811	��	�	�	33,848	��
	��	�	�	�	�	�	�	�
Production, distribution and editorial	��	�	(13,988	)�	�	�	(16,579	)�
Selling and promotion	��	�	(9,081	)�	�	�	(10,401	)�
General and administrative	��	�	(9,259	)�	�	�	(10,097	)�
Depreciation and amortization	��	�	(783	)�	�	�	(847	)�
Impairment of trademark and goodwill	��	�	(11,350	)�	�	�	���	��
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OPERATING LOSS	��	�	(14,650	)�	�	�	(4,076	)�
Interest income and other, net	��	�	52	��	�	�	118	��
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LOSS BEFORE INCOME TAXES	��	�	(14,598	)�	�	�	(3,958	)�
Income tax benefit / (provision)	��	�	3,733	��	�	�	(337	)�
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NET LOSS	��	$	(10,865	)�	�	$	(4,295	)�
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LOSS PER SHARE�BASIC AND DILUTED	��				�
Net loss	��	$	(0.19	)�	�	$	(0.06	)�
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	��				�
Basic and diluted	��	�	57,074,872	��	�	�	67,490,820	��

Martha Stewart Living Omnimedia, Inc.

Consolidated Statements of Operations

Nine Months Ended September�30,

(unaudited, in thousands, except share and per share amounts)

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�	��	2014		�	�	2013		�
REVENUES	��				�
Publishing	��	$	57,716	��	�	$	68,073	��
Merchandising	��	�	41,494	��	�	�	41,776	��
Broadcasting	��	�	1,489	��	�	�	3,421	��
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Total revenues	��	�	100,699	��	�	�	113,270	��
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Production, distribution and editorial	��	�	(44,697	)�	�	�	(56,332	)�
Selling and promotion	��	�	(27,343	)�	�	�	(32,348	)�
General and administrative	��	�	(27,254	)�	�	�	(31,456	)�
Depreciation and amortization	��	�	(4,651	)�	�	�	(2,940	)�
Impairment of trademark and goodwill	��	�	(11,350	)�	�	�	���	��
Restructuring charges	��	�	���	��	�	�	(675	)�
Gain on sale of subscriber list, net	��	�	���	��	�	�	2,724	��
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OPERATING LOSS	��	�	(14,596	)�	�	�	(7,757	)�
Interest (expense) / income and other, net	��	�	(513	)�	�	�	85	��
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LOSS BEFORE INCOME TAXES	��	�	(15,109	)�	�	�	(7,672	)�
Income tax benefit / (provision)	��	�	3,408	��	�	�	(1,076	)�
	��	�	�	�	�	�	�	�
NET LOSS	��	$	(11,701	)�	�	$	(8,748	)�
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LOSS PER SHARE�BASIC AND DILUTED	��				�
Net loss	��	$	(0.21	)�	�	$	(0.13	)�
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	��				�
Basic and diluted	��	�	56,908,036	��	�	�	67,366,285	��

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Martha Stewart Living Omnimedia, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

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�	��	September�30, 2014 (unaudited)		�	�	December�31, 2013		�
ASSETS	��				�
CURRENT ASSETS	��				�
Cash and cash equivalents	��	$	5,747	��	�	$	21,884	��
Short-term investments	��	�	47,343	��	�	�	19,268	��
Restricted cash and investments	��	�	���	��	�	�	5,072	��
Accounts receivable, net	��	�	20,691	��	�	�	39,694	��
Paper inventory	��	�	317	��	�	�	2,901	��
Other current assets	��	�	4,301	��	�	�	3,876	��
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Total current assets	��	�	78,399	��	�	�	92,695	��
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PROPERTY AND EQUIPMENT, net	��	�	3,916	��	�	�	7,961	��
GOODWILL	��	�	���	��	�	�	850	��
INTANGIBLE ASSET- TRADEMARKS	��	�	34,700	��	�	�	45,200	��
OTHER NONCURRENT ASSETS	��	�	1,477	��	�	�	1,661	��
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Total assets	��	$	118,492	��	�	$	148,367	��
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LIABILITIES AND SHAREHOLDERS� EQUITY	��				�
CURRENT LIABILITIES	��				�
Accounts payable and accrued liabilities	��	$	11,659	��	�	$	12,464	��
Accrued payroll and related costs	��	�	3,978	��	�	�	8,665	��
Current portion of deferred subscription revenue	��	�	6,357	��	�	�	7,632	��
Current portion of other deferred revenue	��	�	13,778	��	�	�	17,227	��
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Total current liabilities	��	�	35,772	��	�	�	45,988	��
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DEFERRED SUBSCRIPTION REVENUE	��	�	2,654	��	�	�	3,587	��
OTHER DEFERRED REVENUE	��	�	11,785	��	�	�	17,307	��
DEFERRED INCOME TAX LIABILITY	��	�	3,560	��	�	�	7,094	��
OTHER NONCURRENT LIABILITIES	��	�	3,341	��	�	�	3,916	��
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Total liabilities	��	�	57,112	��	�	�	77,892	��
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COMMITMENTS AND CONTINGENCIES	��				�
SHAREHOLDERS� EQUITY	��				�
Class�A Common Stock, $0.01 par value, 350,000,000 shares authorized: 31,911,243 and 30,704,491 shares issues in 2014 and 2013, respectively; 31,851,843 and 30,645,091 shares outstanding in 2014 and 2013, respectively	��	�	319	��	�	�	307	��
Class B Common Stock, $0.01 par value, 150,000,000 shares authorized: 25,234,625 and 25,984,625 shares issued and outstanding in 2014 and 2013, respectively	��	�	252	��	�	�	260	��
Capital in excess of par value	��	�	344,346	��	�	�	342,213	��
Accumulated deficit	��	�	(282,752	)�	�	�	(271,051	)�
Accumulated other comprehensive loss	��	�	(10	)�	�	�	(479	)�
	��	�	�	�	�	�	�	�
	��	�	62,155	��	�	�	71,250	��
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Less: Class�A treasury stock�59,400 shares at cost	��	�	(775	)�	�	�	(775	)�
	��	�	�	�	�	�	�	�
Total shareholders� equity	��	�	61,380	��	�	�	70,475	��
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Total liabilities and shareholders� equity	��	$	118,492	��	�	$	148,367	��
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CONTACT: Katherine Nash, Martha Stewart Living Omnimedia, Inc. Investor Relations, 512-757-2566, [email protected].

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