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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007.

or



| ̈ | Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 000-26393



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Jupitermedia Corporation

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 06-1542480                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                               |  |           
|---------------------------------------------- |  | ----------
|23 Old Kings Highway South Darien, Connecticut |  | 06820     
|(Address of principal executive offices)       |  | (Zip Code)

(203) 662-2800

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act: (Check one):

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x

The number of outstanding shares the Registrants common stock, par value $.01 per share, as of May 7, 2007 was 35,909,050.



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Jupitermedia Corporation

Index



|                              |  |                                                                                                                |  |     
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                |  | Page
|                              | 
|PART I. Financial Information |  |                                                                                                               
|                              |  |                                                                                                               
|Item 1.                       |  | Financial Statements                                                                                           |  |     
|                              |  |                                                                                                               
|                              |  | Unaudited Consolidated Condensed Balance Sheets  December 31, 2006 and March 31, 2007                         |  | 3   
|                              |  |                                                                                                               
|                              |  | Unaudited Consolidated Condensed Statements of Operations  For the Three Months Ended March 31, 2006 and 2007 |  | 4   
|                              |  |                                                                                                               
|                              |  | Unaudited Consolidated Condensed Statements of Cash Flows  For the Three Months Ended March 31, 2006 and 2007 |  | 5   
|                              |  |                                                                                                               
|                              |  | Notes to Consolidated Condensed Financial Statements                                                           |  | 6   
|                              |  |                                                                                                               
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 12  
|                              |  |                                                                                                               
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                                     |  | 18  
|                              |  |                                                                                                               
|Item 4.                       |  | Controls and Procedures                                                                                        |  | 18  
|                              | 
|PART II. Other Information    |  |                                                                                                               
|                              |  |                                                                                                               
|Item 1.                       |  | Legal Proceedings                                                                                              |  | 19  
|                              |  |                                                                                                               
|Item 1A.                      |  | Risk Factors                                                                                                   |  | 19  
|                              |  |                                                                                                               
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                    |  | 19  
|                              |  |                                                                                                               
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                |  | 19  
|                              |  |                                                                                                               
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                            |  | 19  
|                              |  |                                                                                                               
|Item 5.                       |  | Other Information                                                                                              |  | 19  
|                              |  |                                                                                                               
|Item 6.                       |  | Exhibits                                                                                                       |  | 20  
|                              | 
|Signatures                    |  | 21                                                                                                            



2



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Jupitermedia Corporation

Unaudited Consolidated Condensed Balance Sheets

December 31, 2006 and March 31, 2007

(in thousands, except share and per share amounts)



|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | -------------- | - | ------- | -
|                                                                                                                                                          |  | December 31, 2006 |         |   | March 31, 2007 |  
|ASSETS                                                                                                                                                    |  |                   |         |   |                |   |         |  
|Current assets:                                                                                                                                           |  |                   |         |   |                |   |         |  
|Cash and cash equivalents                                                                                                                                 |  | $                 | 8,891   |   |                | $ | 7,030   |  
|Accounts receivable, net of allowances of $2,114 and $2,110, respectively                                                                                 |  |                   | 25,296  |   |                |   | 26,610  |  
|Prepaid expenses and other                                                                                                                                |  |                   | 2,601   |   |                |   | 3,287   |  
|Deferred income taxes                                                                                                                                     |  |                   | 3,350   |   |                |   | 3,253   |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total current assets                                                                                                                                      |  |                   | 40,138  |   |                |   | 40,180  |  
|                                                                                                                                                          |  |                  
|Property and equipment, net of accumulated depreciation of $13,996 and $14,974, respectively                                                              |  |                   | 11,691  |   |                |   | 12,032  |  
|Intangible assets, net                                                                                                                                    |  |                   | 77,923  |   |                |   | 75,916  |  
|Goodwill                                                                                                                                                  |  |                   | 199,010 |   |                |   | 204,724 |  
|Deferred income taxes                                                                                                                                     |  |                   | 2,147   |   |                |   | 1,924   |  
|Investments and other assets                                                                                                                              |  |                   | 1,281   |   |                |   | 1,175   |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total assets                                                                                                                                              |  | $                 | 332,190 |   |                | $ | 335,951 |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      |  |                   |         |   |                |   |         |  
|Current liabilities:                                                                                                                                      |  |                   |         |   |                |   |         |  
|Accounts payable                                                                                                                                          |  | $                 | 5,269   |   |                | $ | 8,799   |  
|Accrued payroll and related expenses                                                                                                                      |  |                   | 3,188   |   |                |   | 3,794   |  
|Accrued expenses and other                                                                                                                                |  |                   | 14,469  |   |                |   | 14,282  |  
|Current portion of long-term debt                                                                                                                         |  |                   | 16,000  |   |                |   | 16,000  |  
|Deferred revenues                                                                                                                                         |  |                   | 13,362  |   |                |   | 14,250  |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total current liabilities                                                                                                                                 |  |                   | 52,288  |   |                |   | 57,125  |  
|                                                                                                                                                          |  |                  
|Long-term debt                                                                                                                                            |  |                   | 49,899  |   |                |   | 47,899  |  
|Deferred revenues                                                                                                                                         |  |                   | 181     |   |                |   | 208     |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total liabilities                                                                                                                                         |  |                   | 102,368 |   |                |   | 105,232 |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Commitments on contingencies (see Note 11)                                                                                                                |  |                   |         |   |                |   |         |  
|                                                                                                                                                          |  |                  
|Stockholders equity:                                                                                                                                     |  |                   |         |   |                |   |         |  
|Preferred stock, $.01 par value, 4,000,000 shares authorized, no shares issued                                                                            |  |                   |        |   |                |   |        |  
|Common stock, $.01 par value, 75,000,000 shares authorized, 35,713,327 and 35,966,383 shares issued at December 31, 2006 and
March 31, 2007, respectively |  |                   | 357     |   |                |   | 360     |  
|Additional paid-in capital                                                                                                                                |  |                   | 261,666 |   |                |   | 263,654 |  
|Accumulated deficit                                                                                                                                       |  |                   | (33,888 | ) |                |   | (34,929 | )
|Treasury stock, 65,000 shares at cost                                                                                                                     |  |                   | (106    | ) |                |   | (106    | )
|Accumulated other comprehensive income                                                                                                                    |  |                   | 1,793   |   |                |   | 1,740   |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total stockholders equity                                                                                                                                |  |                   | 229,822 |   |                |   | 230,719 |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  
|Total liabilities and stockholders equity                                                                                                                |  | $                 | 332,190 |   |                | $ | 335,951 |  
|                                                                                                                                                          |  |                   |         |   |                |   |         |  

See notes to consolidated condensed financial statements.



3



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Jupitermedia Corporation

Unaudited Consolidated Condensed Statements of Operations

For the Three Months Ended March 31, 2006 and 2007

(in thousands, except per share amounts)



|                                                                                              |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                              |  | Three Months EndedMarch 31, |       
|                                                                                              |  | 2006                        |        |   | 2007 |  
|Revenues                                                                                      |  | $                           | 33,941 |   |      | $ | 34,771 |  
|                                                                                              |  |                            
|Cost of revenues (exclusive of items shown separately below)                                  |  |                             | 11,925 |   |      |   | 14,802 |  
|Advertising, promotion and selling                                                            |  |                             | 7,166  |   |      |   | 7,100  |  
|General and administrative                                                                    |  |                             | 6,231  |   |      |   | 8,390  |  
|Depreciation                                                                                  |  |                             | 653    |   |      |   | 1,062  |  
|Amortization                                                                                  |  |                             | 2,271  |   |      |   | 3,104  |  
|                                                                                              |  |                             |        |   |      |   |        |  
|Total operating expenses                                                                      |  |                             | 28,246 |   |      |   | 34,458 |  
|                                                                                              |  |                             |        |   |      |   |        |  
|Operating income                                                                              |  |                             | 5,695  |   |      |   | 313    |  
|                                                                                              |  |                            
|Income (loss) on investments and other, net                                                   |  |                             | 73     |   |      |   | (9     | )
|Interest income                                                                               |  |                             | 117    |   |      |   | 40     |  
|Interest expense                                                                              |  |                             | (1,319 | ) |      |   | (1,473 | )
|                                                                                              |  |                             |        |   |      |   |        |  
|Income (loss) before income taxes, minority interests and equity (loss) from investments, net |  |                             | 4,566  |   |      |   | (1,129 | )
|Provision (benefit) for income taxes                                                          |  |                             | 1,715  |   |      |   | (129   | )
|Minority interests                                                                            |  |                             | (9     | ) |      |   | (41    | )
|Equity loss from investments, net                                                             |  |                             | (9     | ) |      |   |       |  
|                                                                                              |  |                             |        |   |      |   |        |  
|Income (loss) from continuing operations                                                      |  |                             | 2,833  |   |      |   | (1,041 | )
|Income from discontinued operations, net of taxes                                             |  |                             | 67     |   |      |   |       |  
|Gain on sale of discontinued operations, net of taxes                                         |  |                             | 6,291  |   |      |   |       |  
|                                                                                              |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                             |  | $                           | 9,191  |   |      | $ | (1,041 | )
|                                                                                              |  |                             |        |   |      |   |        |  
|                                                                                              |  |                            
|Earnings (loss) per share:                                                                    |  |                             |        |   |      |   |        |  
|Basic                                                                                         |  |                             |        |   |      |   |        |  
|Income (loss) from continuing operations                                                      |  | $                           | 0.08   |   |      | $ | (0.03  | )
|                                                                                              |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                             |  | $                           | 0.26   |   |      | $ | (0.03  | )
|                                                                                              |  |                             |        |   |      |   |        |  
|Diluted                                                                                       |  |                             |        |   |      |   |        |  
|Income (loss) from continuing operations                                                      |  | $                           | 0.08   |   |      | $ | (0.03  | )
|                                                                                              |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                             |  | $                           | 0.25   |   |      | $ | (0.03  | )
|                                                                                              |  |                             |        |   |      |   |        |  
|Shares used in computing earnings (loss) per share:                                           |  |                             |        |   |      |   |        |  
|Basic                                                                                         |  |                             | 35,111 |   |      |   | 35,804 |  
|                                                                                              |  |                             |        |   |      |   |        |  
|Diluted                                                                                       |  |                             | 36,735 |   |      |   | 35,804 |  
|                                                                                              |  |                             |        |   |      |   |        |  

See notes to consolidated condensed financial statements.



4



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Jupitermedia Corporation

Unaudited Consolidated Condensed Statements of Cash Flows

For the Three Months Ended March 31, 2006 and 2007

(in thousands)



|                                                                                                                |  |                             |         |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                                                |  | Three Months EndedMarch 31, |        
|                                                                                                                |  | 2006                        |         |   | 2007 |  
|Cash flows from operating activities:                                                                           |  |                             |         |   |      |   |        |  
|Income (loss) from continuing operations                                                                        |  | $                           | 2,833   |   |      | $ | (1,041 | )
|Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: |  |                             |         |   |      |   |        |  
|Depreciation and amortization                                                                                   |  |                             | 2,924   |   |      |   | 4,166  |  
|Stock-based compensation                                                                                        |  |                             | 761     |   |      |   | 855    |  
|Provision (benefit) for losses on accounts receivable                                                           |  |                             | (9      | ) |      |   | (4     | )
|Minority interests                                                                                              |  |                             | 9       |   |      |   | 41     |  
|Equity loss from investments, net                                                                               |  |                             | 9       |   |      |   |       |  
|(Income) loss on investments and other, net                                                                     |  |                             | (73     | ) |      |   | 9      |  
|Deferred income taxes                                                                                           |  |                             | 589     |   |      |   | 383    |  
|Excess tax benefit from stock-based compensation                                                                |  |                             | (636    | ) |      |   | (146   | )
|Changes in current assets and liabilities (net of businesses acquired):                                         |  |                             |         |   |      |   |        |  
|Accounts receivable                                                                                             |  |                             | (3,000  | ) |      |   | (1,310 | )
|Prepaid expenses and other                                                                                      |  |                             | (241    | ) |      |   | (975   | )
|Accounts payable and accrued expenses                                                                           |  |                             | (3,223  | ) |      |   | 3,568  |  
|Deferred revenues                                                                                               |  |                             | 736     |   |      |   | 896    |  
|Discontinued operations                                                                                         |  |                             | 1,110   |   |      |   |       |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Net cash provided by operating activities                                                                       |  |                             | 1,789   |   |      |   | 6,442  |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Cash flows from investing activities:                                                                           |  |                             |         |   |      |   |        |  
|Purchases of property and equipment                                                                             |  |                             | (492    | ) |      |   | (1,421 | )
|Acquisitions of businesses, images and other                                                                    |  |                             | (15,591 | ) |      |   | (6,125 | )
|Proceeds from sales of assets and other                                                                         |  |                             | 152     |   |      |   | 47     |  
|Proceeds from sale of discontinued operations                                                                   |  |                             | 9,600   |   |      |   |       |  
|Discontinued operations                                                                                         |  |                             |        |   |      |   |       |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Net cash used in investing activities                                                                           |  |                             | (6,331  | ) |      |   | (7,499 | )
|                                                                                                                |  |                             |         |   |      |   |        |  
|Cash flows from financing activities:                                                                           |  |                             |         |   |      |   |        |  
|Borrowings under credit facilities                                                                              |  |                             | 15,000  |   |      |   | 3,000  |  
|Debt issuance costs                                                                                             |  |                             | (12     | ) |      |   |       |  
|Repayment of borrowings under credit facilities                                                                 |  |                             | (4,000  | ) |      |   | (5,000 | )
|Proceeds from exercise of stock options                                                                         |  |                             | 1,027   |   |      |   | 990    |  
|Excess tax benefit from stock-based compensation                                                                |  |                             | 636     |   |      |   | 146    |  
|Discontinued operations                                                                                         |  |                             |        |   |      |   |       |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Net cash provided by (used in) financing activities                                                             |  |                             | 12,651  |   |      |   | (864   | )
|                                                                                                                |  |                             |         |   |      |   |        |  
|Effects of exchange rates on cash                                                                               |  |                             | (18     | ) |      |   | 60     |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                                                            |  |                             | 8,091   |   |      |   | (1,861 | )
|Cash and cash equivalents, beginning of period                                                                  |  |                             | 18,546  |   |      |   | 8,891  |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                                                        |  | $                           | 26,637  |   |      | $ | 7,030  |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Supplemental disclosures of cash flow:                                                                          |  |                             |         |   |      |   |        |  
|Cash paid for income taxes                                                                                      |  | $                           | 5,069   |   |      | $ | 268    |  
|                                                                                                                |  |                             |         |   |      |   |        |  
|Cash paid for interest                                                                                          |  | $                           | 1,201   |   |      | $ | 1,276  |  
|                                                                                                                |  |                             |         |   |      |   |        |  

See notes to consolidated condensed financial statements.



5



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Jupitermedia Corporation

Notes to Consolidated Condensed Financial Statements

March 31, 2007

(unaudited)

1. THE COMPANY

Jupitermedia Corporation (Jupitermedia) is a global provider of images, original information and events for information technology (IT), business and creative professionals. Jupitermedia includes Jupiterimages, one
of the leading images companies in the world with over 7.0 million images online serving creative professionals with brands like BananaStock, Workbook Stock, Brand X Pictures, FoodPix, Botanica, Nonstock, The Beauty Archive, IFA Bilderteam,
Comstock Images, Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Bigshot Media, Goodshoot, ITStockFree, Stock Image, Pixland, Photos.com, Ablestock.com, PhotoObjects.net, Clipart.com, FlashFoundry.com,
AnimationFactory.com, JupiterGreetings.com, RoyaltyFreeMusic.com, StudioCutz.com and Stockxpert.com. The Online media segment of Jupitermedia includes four distinct online networks: internet.com and EarthWeb.com for IT and business professionals;
DevX.com for developers; and Graphics.com for creative professionals. In addition, the Online media segment includes internet.com events, which produces offline conferences and trade shows focused on IT and business-specific topics including ISPCON,
INBOX, Web Video Summit, Semantic Web Strategies and Digital Rights Management Strategies.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been prepared from the books and records of Jupitermedia in accordance with
accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements. The consolidated statements of operations for the three months ended March 31, 2007 are not necessarily indicative of the results to be expected
for the full year. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Jupitermedias Annual Report on Form 10-K for the year ended
December 31, 2006. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such consolidated financial statements.

The consolidated financial statements include the accounts of Jupitermedia and its majority-owned and wholly-owned subsidiaries. All intercompany
transactions have been eliminated.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Jupitermedia is currently evaluating whether the adoption of SFAS
No. 157 will have an impact on its consolidated financial position, results of operations or cash flows.

In February 2007, the FASB
issued SFAS No. 159,  The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Jupitermedia is currently evaluating whether the adoption of SFAS No. 159
will have an impact on its consolidated financial position, results of operations or cash flows.

4. ACCOUNTING FOR STOCK-BASED
COMPENSATION

Pursuant to SFAS No. 123 (Revised) Share-Based Payment (SFAS 123R), Jupitermedia must
recognize the compensation expense for equity awards over the vesting period based on their grant-date fair value.



6



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Total stock-based compensation recognized in continuing operations for the three months ended
March 31, 2006 and 2007 are summarized in the following table (in thousands):



|                         |  |                              |     |      |   |    
|------------------------ |  | ---------------------------- | --- | ---- | - | ---
|                         |  | Three Months Ended March 31,
|                         |  | 2006                         |     | 2007
|Stock-based compensation |  | $                            | 761 |      | $ | 855

Assumptions used are evaluated and revised, as necessary, to reflect market conditions and
experience.

Cash provided by operating activities decreased and cash used in financing activities decreased by $636,000 and $146,000,
respectively, related to excess tax benefits from stock-based payment arrangements for the three months ended March 31, 2006 and 2007.

5. COMPUTATION OF EARNINGS PER SHARE

Basic earnings or loss per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings or loss per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the
incremental common shares issuable upon the exercise of stock options. Common equivalent shares are excluded from the calculation if their effect is anti-dilutive.

Computations of basic and diluted earnings (loss) per share for the three months ended March 31, 2006 and 2007 are as follows (in thousands, except per share amounts):



|                                                                      |  |                              |        |      |   |        |  
|--------------------------------------------------------------------- |  | ---------------------------- | ------ | ---- | - | ------ | -
|                                                                      |  | Three Months Ended March 31, |       
|                                                                      |  | 2006                         |        | 2007 |  
|Income (loss) from continuing operations                              |  | $                            | 2,833  |      | $ | (1,041 | )
|Income from discontinued operations, net of taxes                     |  |                              | 67     |      |   |       |  
|Gain on sale of discontinued operations, net of taxes                 |  |                              | 6,291  |      |   |       |  
|                                                                      |  |                              |        |      |   |        |  
|Net income (loss)                                                     |  | $                            | 9,191  |      | $ | (1,041 | )
|                                                                      |  |                              |        |      |   |        |  
|Basic weighted average common shares outstanding                      |  |                              | 35,111 |      |   | 35,804 |  
|Effect of dilutive stock options                                      |  |                              | 1,624  |      |   |       |  
|                                                                      |  |                              |        |      |   |        |  
|Total basic weighted average common shares and dilutive stock options |  |                              | 36,735 |      |   | 35,804 |  
|                                                                      |  |                              |        |      |   |        |  
|Earnings (Loss) Per Share:                                            |  |                              |        |      |   |        |  
|Basic                                                                 |  |                              |        |      |   |        |  
|Income (loss) from continuing operations                              |  | $                            | 0.08   |      | $ | (0.03  | )
|                                                                      |  |                              |        |      |   |        |  
|Net income (loss)                                                     |  | $                            | 0.26   |      | $ | (0.03  | )
|                                                                      |  |                              |        |      |   |        |  
|Diluted                                                               |  |                              |        |      |   |        |  
|Income (loss) from continuing operations                              |  | $                            | 0.08   |      | $ | (0.03  | )
|                                                                      |  |                              |        |      |   |        |  
|Net income (loss)                                                     |  | $                            | 0.25   |      | $ | (0.03  | )
|                                                                      |  |                              |        |      |   |        |  

The following table summarizes the number of outstanding stock options excluded for the
calculation of diluted earnings (loss) per share for the periods presented because the result would have been anti-dilutive (in thousands, except weighted average exercise price):



|                                      |  |                             |       |      |   |      
|------------------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                                      |  | Three Months EndedMarch 31,
|                                      |  | 2006                        |       | 2007
|Number of anti-dilutive stock options |  |                             | 872   |      |   | 4,243
|Weighted average exercise price       |  | $                           | 18.73 |      | $ | 11.14



7



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6. INTANGIBLE ASSETS AND GOODWILL

Intangible assets and goodwill include the preliminary allocation of the purchase price relating to certain acquisitions. Jupitermedia is in the process
of obtaining third party valuations of certain intangible assets, thus the allocation of the purchase price relating to these acquisitions is subject to refinement.

Amortized Intangible Assets

The following table sets forth the intangible assets that are
subject to amortization, including the related accumulated amortization (in thousands):



|                                       |  |                   |        |                          |   |         |                    |  |   |       
|-------------------------------------- |  | ----------------- | ------ | ------------------------ | - | ------- | ------------------ |  | - | ------
|                                       |  | December 31, 2006
|                                       |  | Cost              |        | Accumulated Amortization |   |         | Net Carrying Value
|Image library                          |  | $                 | 49,526 |                          | $ | (8,486  | )                  |  | $ | 41,040
|Supplier and contributor contracts     |  |                   | 15,528 |                          |   | (2,479  | )                  |  |   | 13,049
|Customer and distributor relationships |  |                   | 7,126  |                          |   | (2,075  | )                  |  |   | 5,051 
|Web site development costs             |  |                   | 5,895  |                          |   | (2,986  | )                  |  |   | 2,909 
|Trademarks                             |  |                   | 3,916  |                          |   | (2,873  | )                  |  |   | 1,043 
|Non-compete agreements                 |  |                   | 1,550  |                          |   | (699    | )                  |  |   | 851   
|                                       |  |                   |        |                          |   |         |                    |  |   |       
|Total                                  |  | $                 | 83,541 |                          | $ | (19,598 | )                  |  | $ | 63,943
|                                       |  |                   |        |                          |   |         |                    |  |   |       
|                                       | 
|                                       |  | March 31, 2007   
|                                       |  | Cost              |        | Accumulated Amortization |   |         | Net Carrying Value
|Image library                          |  | $                 | 49,264 |                          | $ | (9,706  | )                  |  | $ | 39,558
|Supplier and contributor contracts     |  |                   | 16,043 |                          |   | (3,485  | )                  |  |   | 12,558
|Customer and distributor relationships |  |                   | 6,850  |                          |   | (2,398  | )                  |  |   | 4,452 
|Web site development costs             |  |                   | 6,763  |                          |   | (3,253  | )                  |  |   | 3,510 
|Trademarks                             |  |                   | 3,988  |                          |   | (2,985  | )                  |  |   | 1,003 
|Non-compete agreements                 |  |                   | 1,626  |                          |   | (529    | )                  |  |   | 1,097 
|                                       |  |                   |        |                          |   |         |                    |  |   |       
|Total                                  |  | $                 | 84,534 |                          | $ | (22,356 | )                  |  | $ | 62,178
|                                       |  |                   |        |                          |   |         |                    |  |   |       

Intangibles that are subject to amortization are amortized on a straight-line basis over their
expected useful lives. The image library is amortized over seven and fifteen years, customer and distributor relationships are amortized over periods ranging from three to eight years, Web site development costs are amortized over three or five
years and trademarks are amortized over three years. Supplier and contributor contracts are amortized over seven years. Non-compete agreements are amortized over the period of the agreements.

Amortization expense related to intangible assets subject to amortization was $3.1 million for the three months ended March 31, 2007. Estimated
annual amortization expense for the next five years, including the remainder of 2007, is expected to be as follows (in thousands):



|                         |  |   |       
|------------------------ |  | - | ------
|Year Ending
December 31,
|2007                     |  | $ | 10,149
|2008                     |  |   | 11,309
|2009                     |  |   | 10,478
|2010                     |  |   | 6,601 
|2011                     |  |   | 4,141 
|Thereafter               |  |   | 19,500
|                         |  |   |       
|                         |  | $ | 62,178
|                         |  |   |       



8



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Unamortized Intangible Assets



|             |  |                   |        |                |   |       
|------------ |  | ----------------- | ------ | -------------- | - | ------
|             |  | December 31, 2006 |        | March 31, 2007
|Domain names |  | $                 | 13,980 |                | $ | 13,738
|             |  |                   |        |                |   |       
|Total        |  | $                 | 13,980 |                | $ | 13,738
|             |  |                   |        |                |   |       

Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2007, are as follows:



|                                |  |               |         |              |   |        |       |  |   |        
|------------------------------- |  | ------------- | ------- | ------------ | - | ------ | ----- |  | - | -------
|                                |  | Online Images |         | Online Media |   |        | Total
|Balance as of December 31, 2006 |  | $             | 190,092 |              | $ | 8,918  |       |  | $ | 199,010
|Goodwill acquired during period |  |               | 2,252   |              |   | 762    |       |  |   | 3,014  
|Purchase accounting adjustments |  |               | 3,595   |              |   | (1,146 | )     |  |   | 2,449  
|Effect of foreign currency      |  |               | 251     |              |   |       |       |  |   | 251    
|                                |  |               |         |              |   |        |       |  |   |        
|Balance as of March 31, 2007    |  | $             | 196,190 |              | $ | 8,534  |       |  | $ | 204,724
|                                |  |               |         |              |   |        |       |  |   |        

Purchase accounting adjustments pertain primarily to adjustments made to the fair value of certain
assets purchased in conjunction with certain acquisitions.

7. DEBT

On December 22, 2005, Jupitermedia entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank N.A., as
Administrative Agent and lender. The Credit Agreement provides for a $100.0 million senior credit facility (comprised of a $50.0 million term loan facility and a $50.0 million revolving credit facility). The future minimum payments under the Credit
Agreement are $12.0 million and $51.9 million for the years ended December 31, 2007 and 2008, respectively. Jupitermedias outstanding debt, relating to the Credit Agreement, as of December 31, 2006 and March 31, 2007,
respectively, is reflected in the unaudited consolidated condensed balance sheets. Jupitermedia made one quarterly debt payment on its term loan totaling $4.0 million during the three months ended March 31, 2007. Jupitermedia made an additional
$1.0 million payment in March 2007 to pay down borrowings on its revolving credit facility. On November 7, 2006, Jupitermedias Credit Agreement was amended to increase the maximum amount of Consolidated Capital Expenditures, as defined,
to $3.5 million for the fiscal year ending December 31, 2006 and to $4.5 million for the fiscal year ending December 31, 2007. In addition, the amendment also revised the definition of the term Consolidated EBITDA.

8. DISPOSITIONS AND DISCONTINUED OPERATIONS

On March 28, 2006, Jupitermedia sold its JupiterResearch division. As a result of the sale of the JupiterResearch division, the Research segment is now reflected as a discontinued operation in accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Income from discontinued operations for the three months ended March 31, 2006 was $119,000, net of income taxes of $52,000.

The following table summarizes the revenue and income before income taxes of the discontinued Research operation (in thousands):



|                           |  |                             |       |      |   |  
|-------------------------- |  | --------------------------- | ----- | ---- | - | -
|                           |  | Three Months EndedMarch 31,
|                           |  | 2006                        |       | 2007
|Revenues                   |  | $                           | 2,388 |      | $ | 
|Income before income taxes |  | $                           | 119   |      | $ | 



9



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9. SEGMENT INFORMATION

Jupitermedia has two reportable segments: Online images and Online media. The following tables summarize the results of the segments of Jupitermedia for
the three months ended March 31, 2006 and 2007. Online images consists of the Jupiterimages business that includes BananaStock, Workbook Stock, Brand X Pictures, FoodPix, Botanica, Nonstock, The Beauty Archive, IFA Bilderteam, Comstock Images,
Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Goodshoot, ITStockFree, Stock Image, Pixland, Photos.com, Ablestock.com, PhotoObjects.net, Clipart.com, FlashFoundry.com, AnimationFactory.com,
JupiterGreetings.com, RoyaltyFreeMusic.com, StudioCutz.com and Stockxpert.com. Online media includes the internet.com, EarthWeb.com, DevX.com and Graphics.com Networks. Jupitermedia evaluates segment performance based on income or loss from
operations. Other includes corporate overhead, depreciation, amortization and venture fund related activities. With the exception of goodwill, Jupitermedia does not identify or allocate assets by operating segment. See Note 6 for the allocation of
goodwill to Jupitermedias reportable segments.

Summary information by segment for the three months ended March 31, 2006 and
2007 is as follows (in thousands):



|                         |  |                              |        |   |      |   |         |  
|------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------- | -
|                         |  | Three Months Ended March 31, |       
|                         |  | 2006                         |        |   | 2007 |  
|Revenues:                |  |                              |        |   |      |   |         |  
|Online images            |  | $                            | 26,565 |   |      | $ | 27,914  |  
|Online media             |  |                              | 7,370  |   |      |   | 6,857   |  
|Other                    |  |                              | 6      |   |      |   |        |  
|                         |  |                              |        |   |      |   |         |  
|                         |  |                              | 33,941 |   |      |   | 34,771  |  
|                         |  |                              |        |   |      |   |         |  
|Operating expenses:      |  |                              |        |   |      |   |         |  
|Online images            |  |                              | 16,222 |   |      |   | 19,292  |  
|Online media             |  |                              | 5,181  |   |      |   | 4,741   |  
|Other                    |  |                              | 6,843  |   |      |   | 10,425  |  
|                         |  |                              |        |   |      |   |         |  
|                         |  |                              | 28,246 |   |      |   | 34,458  |  
|                         |  |                              |        |   |      |   |         |  
|Operating income (loss): |  |                              |        |   |      |   |         |  
|Online images            |  |                              | 10,343 |   |      |   | 8,622   |  
|Online media             |  |                              | 2,189  |   |      |   | 2,116   |  
|Other                    |  |                              | (6,837 | ) |      |   | (10,425 | )
|                         |  |                              |        |   |      |   |         |  
|                         |  | $                            | 5,695  |   |      | $ | 313     |  
|                         |  |                              |        |   |      |   |         |  

10. INCOME TAXES

On January 1, 2007, Jupitermedia adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48).
FIN 48 creates a two-step approach for evaluating uncertain tax positions. Recognition, the first step, occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon
examination. Measurement, the second step, determines the amount of benefit that more-likely-than-not will be realized upon settlement. Reversal of a tax position that was previously recognized would occur when an enterprise subsequently determines
that a tax position no longer meets the more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits the use of a valuation allowance as a substitute for the reversal of tax positions, and it has expanded disclosure requirements.
The adoption of FIN 48 did not result in a change to Jupitermedias January 1, 2007 balance of accumulated deficit. Jupitermedia includes interest expense or income as well as potential penalties on uncertain tax positions as a component of
income tax expense in the unaudited consolidated condensed statement of operations. The total amount of accrued interest and penalties related to uncertain tax positions at March 31, 2007 was $16,000 and is included in accrued expenses and other in
the unaudited consolidated condensed balance sheet. Jupitermedia remains open for examination by the Internal Revenue Service for 2003 through 2006. For most of its other significant tax jurisdictions, Jupitermedias income tax returns are also
open for examination for 2003 through 2006. There was not a significant change in our liabilities for unrecognized tax benefits during the three months ended March 31, 2007. Our tax exposure is not expected to increase in future periods as the items
are non-recurring.



10



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11. COMMITMENTS AND CONTINGENCIES

On August 3, 2004, Mario Cisneros and Michael Voight filed a class action lawsuit in the Superior Court of the State of California, County of San
Francisco, on behalf of themselves and all others situated and/or the general public against Jupitermedia and twelve co-defendant companies that operate Internet search engines. Cisneros et al. allege that defendants posting of paid advertising
providing links to Internet gambling Web sites constitutes unfair competition and unlawful business acts and practices under California law. Plaintiffs seek declaratory and injunctive relief, disgorgement of profits and restitution. On
September 3, 2004, Jupitermedia blocked all advertisements from being published on its Web properties from third-party search engines for the gambling-related terms specified in the Complaint. Moreover, Jupitermedia does not accept
advertisements for gambling-related Web sites directly from companies that operate them. Jupitermedia has demanded contractual indemnity from two companies that supplied advertisements that are the subject matter of the lawsuit. Neither of these two
companies, however, has stated a final position as whether it will provide indemnity. Jupitermedia intends to vigorously defend itself.

On
or about November 13, 2006, Robert Lange, who identifies himself as a shareholder of Jupitermedia, commenced a purported shareholders derivative action in the United States District Court for the District of Connecticut, purportedly on
behalf of Jupitermedia, against all of Jupitermedias current directors and against Jupitermedias former Chief Financial Officer. Jupitermedia is named in the suit as a nominal defendant on whose behalf recovery is
purportedly sought. Mr. Lange did not make a litigation demand on Jupitermedias board of directors prior to commencing the action, and alleges that such demand should be excused as a matter of law. The complaint alleges, based
primarily on a statistical analysis, that certain stock options granted to certain of the defendants in 1999, 2000 and 2001 were backdated, and asserts on behalf of Jupitermedia various causes of action against the defendants arising out of such
alleged backdating, including securities fraud, breach of fiduciary duty and unjust enrichment. On April 24, 2007, the Company and the individual defendants filed a motion to dismiss the case in its entirety.

Jupitermedia is subject to legal proceedings and claims that arise in the ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the financial statements of Jupitermedia.



11



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion should be read in conjunction with our unaudited financial statements and the accompanying notes, which appear elsewhere in
this filing. Statements in this Form 10-Q, which are not historical facts, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties address a variety of subjects including, for example: the
competitive environment in which Jupitermedia competes; the unpredictability of Jupitermedias future revenues, expenses, cash flows and stock price; Jupitermedias ability to integrate acquired businesses, products and personnel into its
existing businesses; Jupitermedias dependence on a limited number of advertisers; and Jupitermedias ability to protect its intellectual property. For a more detailed discussion of such risks and uncertainties, refer to
Jupitermedias reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this Form 10-Q, and we are under no obligation
to update the forward-looking statements after the date hereof.

Overview

We are a leading global provider of original images and online information for information technology (IT), business and creative
professionals. Our operations are classified into two principal segments: Online images and Online media.

Online images.Jupiterimages, our Online images business, is one of the leading images companies in the world with over 7.0 million images online serving creative professionals with brands like BananaStock, Workbook Stock, Brand X Pictures, FoodPix,
Botanica, Nonstock, The Beauty Archive, IFA Bilderteam, Comstock Images, Creatas Images, PictureQuest, Liquid Library, Thinkstock Images, Thinkstock Footage, Bigshot Media, Goodshoot, ITStockFree, Stock Image, Pixland, Photos.com, Ablestock.com,
PhotoObjects.net, Clipart.com, FlashFoundry.com, AnimationFactory.com, JupiterGreetings.com, RoyaltyFreeMusic.com, StudioCutz.com and Stockxpert.com.

We generate our Online images revenues from paid subscriptions that provide access to our image libraries. Customers may purchase subscriptions, which are offered based on a variety of prices and terms, to access our
image libraries. Once a customer becomes a subscriber, they have the ability to obtain copies of images within our image libraries.

We
also derive revenue from granting rights to use images that are downloaded or delivered on CD-ROMs. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or
determinable and collectibility is reasonably assured. Delivery occurs upon shipment or the availability of the image for downloading by the customer.

Our images are licensed online through our networks, through our direct sales force and through third party relationships. We also have agreements with a number of distributors of digital images and footage clips,
whereby the distributors make sales to third party customers and remit a percentage of the sales to us. We recognize the revenue from the sale by the distributor at the time of the sale.

We also license a portion of our images to third parties for royalties based on the licensees revenues generated by the licensed images.

The principal costs of our Online images business relate to commissions paid to third party image suppliers, payroll costs for production
personnel, sales and marketing personnel, technology infrastructure, lead generation fees for sales referrals and credit card processing fees.

Online media.The Online media segment of Jupitermedia consists of four distinct online networks: internet.com and EarthWeb.com for IT and business professionals; DevX.com for developers; and Graphics.com for creative
professionals. The networks includes more than 150 Web sites and 150 e-mail newsletters that are viewed by over 20 million users and generate over 400 million page views monthly. Online media also includes the STEP Inside Design and
Dynamic Graphics print magazines. These magazines are geared towards graphic design professionals and provide the reader with ideas and information to help them with both online and offline graphic design and publishing projects.

We generate our Online media revenues from:



| |  |  | advertising and custom publishing on our Web sites, e-mail newsletters, online discussion forums and moderated e-mail discussion lists;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | e-commerce agreements, which generally include a fixed advertising fee;
| | - |  | -----------------------------------------------------------------------



12



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| |  |  | advertiser sponsorships for our Webcasts;
| | - |  | -----------------------------------------



| |  |  | advertising, subscriptions and newsstand sales for our print magazines;
| | - |  | -----------------------------------------------------------------------



| |  |  | paid subscription services for our paid e-mail newsletters and services;
| | - |  | ------------------------------------------------------------------------



| |  |  | renting our permission based opt-in e-mail list names; and
| | - |  | ----------------------------------------------------------



| |  |  | licensing our editorial content, software and brands to third parties for fixed fees and royalties based on the licensees revenues generated by the licensed
property.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

The principal costs of our Online media business relate to payroll for our editorial, technology and sales
personnel as well as technology related costs for facilities and equipment.

Results of Operations

Revenues

The following tables sets
forth, for the periods indicated, a comparison of our revenues by segment (dollars in thousands):



|              |  |                              |        |               |   |        |  |   |       |   |  |      |  
|------------- |  | ---------------------------- | ------ | ------------- | - | ------ |  | - | ----- | - |  | ---- | -
|              |  | Three Months Ended March 31, |        | 2006 vs. 2007 |  
|              |  | 2006                         |        | 2007          |   | $      |  |   | %     |  
|Online images |  | $                            | 26,565 |               | $ | 27,914 |  | $ | 1,349 |   |  | 5    | %
|Online media  |  |                              | 7,370  |               |   | 6,857  |  |   | (513  | ) |  | (7   | )
|Other         |  |                              | 6      |               |   |       |  |   | (6    | ) |  | (100 | )
|              |  |                              |        |               |   |        |  |   |       |   |  |      |  
|              |  | $                            | 33,941 |               | $ | 34,771 |  | $ | 830   |   |  | 2    | %
|              |  |                              |        |               |   |        |  |   |       |   |  |      |  

Online images. We acquired Stock Image S.A.S. on February 2, 2006 and, therefore,
there are no financial results for this business included in our financial statements prior to this date. The increase in revenues during the first quarter of 2007 is due primarily to acquisitions consummated after March 31, 2006.

The following table sets forth, for the three months ended March 31, 2006 and 2007, the components of our Online images revenues (dollars in
thousands):



|                                  |  |                             |        |      |   |       
|--------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                  |  | Three Months EndedMarch 31,
|                                  |  | 2006                        |        | 2007
|Single images and CD-ROMs         |  | $                           | 13,079 |      | $ | 14,327
|Subscriptions                     |  |                             | 6,157  |      |   | 6,821 
|Distributors, licensing and other |  |                             | 7,329  |      |   | 6,766 
|                                  |  |                             |        |      |   |       
|Total Online images               |  | $                           | 26,565 |      | $ | 27,914
|                                  |  |                             |        |      |   |       

Online media. The decrease in revenues during the three months ended March 31, 2007
was due primarily to a reduction in advertising revenues due to a decline in the number of advertisers. We expect our Online media revenues to increase in the second quarter of 2007 in comparison to the first quarter based on the seasonality of the
advertising business.



13



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The following table sets forth a quarter-by-quarter comparison of the number of our Online media online
advertisers and the average revenue derived from each advertiser (dollars in thousands):



|                   |  |                      |  |                               |   
|------------------ |  | -------------------- |  | ----------------------------- | --
|                   |  | Numberof Advertisers |  | Average Revenueper Advertiser
|March 31, 2006     |  | 155                  |  | $                             | 36
|June 30, 2006      |  | 138                  |  |                               | 47
|September 30, 2006 |  | 141                  |  |                               | 42
|December 31, 2006  |  | 143                  |  |                               | 43
|March 31, 2007     |  | 142                  |  |                               | 35

Other.Other revenues during the three months ended March 31, 2006 represent
management fees from our management of internet.com Venture Fund I LLC (VFI). Due to the dissolution of VFI in December 2006, these revenues will no longer be recognized.

Cost of revenues

The following table sets forth, for the periods indicated, a comparison of our cost
of revenues by segment (dollars in thousands):



|              |  |                              |        |               |   |        |  |   |       |   |  |    |  
|------------- |  | ---------------------------- | ------ | ------------- | - | ------ |  | - | ----- | - |  | -- | -
|              |  | Three Months Ended March 31, |        | 2006 vs. 2007 |  
|              |  | 2006                         |        | 2007          |   | $      |  |   | %     |  
|Online images |  | $                            | 8,817  |               | $ | 11,804 |  | $ | 2,987 |   |  | 34 | %
|Online media  |  |                              | 3,108  |               |   | 2,998  |  |   | (110  | ) |  | (4 | )
|              |  |                              |        |               |   |        |  |   |       |   |  |    |  
|              |  | $                            | 11,925 |               | $ | 14,802 |  | $ | 2,877 |   |  | 24 | %
|              |  |                              |        |               |   |        |  |   |       |   |  |    |  

Online images. Cost of revenues primarily consists of commissions paid to third party image
suppliers, payroll and benefits costs for technology and production personnel, communications infrastructure, Web site hosting, storage for our image library and royalties. Cost of revenues excludes depreciation and amortization. The year-over-year
increase in cost of revenues is primarily due to an increase in commission expense of $1.4 million and an increase in employee related costs of $1.5 million. These increases were primarily a result of the acquisitions consummated after
March 31, 2006.

We intend to make investments through internal development and, where appropriate opportunities arise, acquisitions
to continue to expand our image library and to substitute licensed images with images that we own that will result in reduced commission expense in the future. As we continue to make investments to increase the size of our image library, we may need
to increase our spending for Web site hosting and storage costs.

Online media. Cost of revenues primarily consists of payroll and
benefits costs for technology and editorial personnel, freelance costs, communications infrastructure and Web site hosting. Cost of revenues excludes depreciation and amortization. The decrease in cost of revenues from 2006 to 2007 was due primarily
to decreased employee related costs.

We intend to make investments through internal development and, where appropriate opportunities
arise, acquisitions to continue to expand our content offerings. We may need to increase our spending in order to create additional content related to new topics or offerings.

Advertising, promotion and selling

The following table sets forth, for the periods indicated, a comparison of our advertising, promotion and selling expenses by segment (dollars in thousands):



|              |  |                              |       |               |   |       |  |   |      |   |  |     |   
|------------- |  | ---------------------------- | ----- | ------------- | - | ----- |  | - | ---- | - |  | --- | --
|              |  | Three Months Ended March 31, |       | 2006 vs. 2007 |  
|              |  | 2006                         |       | 2007          |   | $     |  |   | %    |  
|Online images |  | $                            | 5,262 |               | $ | 5,485 |  | $ | 223  |   |  | 4   | % 
|Online media  |  |                              | 1,904 |               |   | 1,615 |  |   | (289 | ) |  | (15 | ) 
|              |  |                              |       |               |   |       |  |   |      |   |  |     |   
|              |  | $                            | 7,166 |               | $ | 7,100 |  | $ | (66  | ) |  | (1  | )%
|              |  |                              |       |               |   |       |  |   |      |   |  |     |   



14



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Online images. Advertising, promotion and selling expenses primarily consists of payroll and
benefits costs for sales and marketing personnel and advertising. The increase in advertising, promotion and selling is due to an increase in employee related costs of $990,000, offset partially by a decrease in print advertising expense of
$843,000. The increase in employee related costs were primarily due to the impact of acquisitions consummated after March 31, 2006.

Online media. Advertising, promotion and selling expenses primarily consists of payroll and benefits costs for sales and marketing personnel. The decrease from 2006 to 2007 in advertising, promotion and selling expenses relates
primarily to a decrease in employee payroll and benefits costs of $256,000.

General and administrative

The following table sets forth, for the periods indicated, a comparison of our general and administrative expenses by segment (dollars in thousands):



|              |  |                              |       |               |   |       |  |   |       |   |  |     |   
|------------- |  | ---------------------------- | ----- | ------------- | - | ----- |  | - | ----- | - |  | --- | --
|              |  | Three Months Ended March 31, |       | 2006 vs. 2007 |  
|              |  | 2006                         |       | 2007          |   | $     |  |   | %     |  
|Online images |  | $                            | 2,143 |               | $ | 2,003 |  | $ | (140  | ) |  | (7  | )%
|Online media  |  |                              | 169   |               |   | 128   |  |   | (41   | ) |  | (24 | ) 
|Other         |  |                              | 3,919 |               |   | 6,259 |  | $ | 2,340 |   |  | 60  |   
|              |  |                              |       |               |   |       |  |   |       |   |  |     |   
|              |  | $                            | 6,231 |               | $ | 8,390 |  | $ | 2,159 |   |  | 35  | % 
|              |  |                              |       |               |   |       |  |   |       |   |  |     |   

Online images. General and administrative expenses primarily consists of payroll and
benefits costs for administrative personnel, office related costs and professional fees.

Online media. General and administrative
expenses primarily consist of office related costs and provisions for losses on accounts receivable. The decrease in general and administrative expenses from 2006 to 2007 was due primarily to a decrease in office related costs and bad debt expense.

Other. General and administrative expenses primarily consist of payroll and benefits costs for administrative personnel, office
related costs and professional fees. The year-over-year increase in general and administrative expense is primarily due to an increase in legal and accounting fees of $1.9 million associated with discussions with Getty Images, Inc. regarding a
potential transaction which were terminated on March 7, 2007, as well as an increase in employee related costs of $280,000.

Depreciation and amortization

The following table sets forth, for the periods indicated, a comparison of our depreciation
and amortization expenses (dollars in thousands):



|             |  |                              |       |               |   |       |  |   |       |  |    |  
|------------ |  | ---------------------------- | ----- | ------------- | - | ----- |  | - | ----- |  | -- | -
|             |  | Three Months Ended March 31, |       | 2006 vs. 2007 |  
|             |  | 2006                         |       | 2007          |   | $     |  | % |      
|Depreciation |  | $                            | 653   |               | $ | 1,062 |  | $ | 409   |  | 63 | %
|Amortization |  |                              | 2,271 |               |   | 3,104 |  |   | 833   |  | 37 |  
|             |  |                              |       |               |   |       |  |   |       |  |    |  
|             |  | $                            | 2,924 |               | $ | 4,166 |  | $ | 1,242 |  | 42 | %
|             |  |                              |       |               |   |       |  |   |       |  |    |  

Depreciation and amortization expense increased during the three months ended March 31, 2007
due primarily to the impact of acquisitions made during 2006 along with changes made to the preliminary purchase price of certain acquisitions resulting from final third party valuation adjustments of certain intangible assets.

Our depreciation and amortization expenses may vary in future periods based upon a change in our capital expenditure levels, any purchase accounting
adjustments relating to our acquisitions or any acquisitions that may be completed during the remainder of 2007.



15



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Interest income and interest expense

The following table sets forth, for the periods indicated, a comparison of our interest income and interest expense (dollars in thousands):



|                 |  |                              |        |   |               |   |        |   |  |   |      |   |  |     |   
|---------------- |  | ---------------------------- | ------ | - | ------------- | - | ------ | - |  | - | ---- | - |  | --- | --
|                 |  | Three Months Ended March 31, |        |   | 2006 vs. 2007 |  
|                 |  | 2006                         |        |   | 2007          |   |        | $ |  |   | %    |  
|Interest income  |  | $                            | 117    |   |               | $ | 40     |   |  | $ | (77  | ) |  | (66 | )%
|Interest expense |  |                              | (1,319 | ) |               |   | (1,473 | ) |  |   | (154 | ) |  | (12 | ) 

Interest expense relates primarily to borrowings under a senior credit facility with JPMorgan
Chase Bank N.A. (see Liquidity and Capital Resources).

Provision (benefit) for income taxes

A benefit for income taxes of $129,000 was recorded for the three months ended March 31, 2007. The income tax benefit for the three months ended March 31,
2007 resulted primarily from $1.9 million in legal and accounting fees associated with discussions with Getty Images, Inc., regarding a potential transaction which were terminated on March 7, 2007.

Minority interests

Minority
interests represent the minority stockholders proportionate share of profits or losses of our majority-owned Japanese and Hungarian subsidiaries. Japan.internet.com KK and Jupiterimages Japan represent our online media and online images
business, respectively, focused on Japan. HAAP Media Ltd. is our micro-payment online images business based in Hungary.

Liquidity and
Capital Resources

The following table sets forth, for the periods indicated, a comparison of the key components of our liquidity and
capital resources (dollars in thousands):



|                           |  |                              |         |   |               |   |        |   |  |   |         |   |  |      |   
|-------------------------- |  | ---------------------------- | ------- | - | ------------- | - | ------ | - |  | - | ------- | - |  | ---- | --
|                           |  | Three Months Ended March 31, |         |   | 2006 vs. 2007 |  
|                           |  | 2006                         |         |   | 2007          |   |        | $ |  |   | %       |  
|Operating cash flows       |  | $                            | 1,789   |   |               | $ | 6,442  |   |  | $ | 4,653   |   |  | 260  | % 
|Investing cash flows       |  | $                            | (6,331  | ) |               | $ | (7,499 | ) |  | $ | (1,168  | ) |  | 18   | % 
|Financing cash flows       |  | $                            | 12,651  |   |               | $ | (864   | ) |  | $ | (13,515 | ) |  | (107 | )%
|Acquisitions of businesses |  | $                            | (15,591 | ) |               | $ | (6,125 | ) |  | $ | 9,466   |   |  | (61  | )%
|Capital expenditures       |  | $                            | (492    | ) |               | $ | (1,421 | ) |  | $ | (929    | ) |  | 189  | % 



|                          |  |                   |         |   |                |   |         |   |  |   |        |   |  |     |   
|------------------------- |  | ----------------- | ------- | - | -------------- | - | ------- | - |  | - | ------ | - |  | --- | --
|                          |  | As of             |         |   | 2006 vs. 2007  |  
|                          |  | December 31, 2006 |         |   | March 31, 2007 |   |         | $ |  |   | %      |  
|Cash and cash equivalents |  | $                 | 8,891   |   |                | $ | 7,030   |   |  | $ | (1,861 | ) |  | (21 | )%
|Accounts receivable, net  |  | $                 | 25,296  |   |                | $ | 26,610  |   |  | $ | 1,314  |   |  | 5   | % 
|Working capital           |  | $                 | (12,150 | ) |                | $ | (16,945 | ) |  | $ | (4,795 | ) |  | (39 | )%
|Long-term debt            |  | $                 | 49,899  |   |                | $ | 47,899  |   |  | $ | (2,000 | ) |  | (4  | )%

Since inception, we have funded operations through various means including our initial and
follow-on public offerings of our common stock in June 1999, February 2000 and May 2004, respectively, the sale of our Events and Research businesses, through various credit agreements and through cash flows from operating activities.

Cash provided by operating activities increased during the three months ended March 31, 2007 primarily due to increases in accounts
payable, accrued expenses and deferred revenues. Deferred revenues increased primarily due to increased bookings of subscription products for our Online images business.

The amounts of cash used in investing activities vary in correlation to the number and value of the acquisitions consummated. Net cash used in investing activities in 2007 related primarily to acquisitions of certain
businesses and an increase in information technology related spending. Net cash used in investing activities in 2006 related primarily to the acquisition of Stock Image S.A.S.



16



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Cash used in financing activities in the three months ended March 31, 2007 relates to the repayment
of borrowings under our credit facilities. Cash provided from financing activities in the three months ended March 31, 2006 relates primarily to borrowings under a senior credit facility with JPMorgan Chase Bank N.A.

On December 22, 2005, we entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank N.A., as Administrative Agent
and lender. The Credit Agreement provides for a $100.0 million senior credit facility (comprised of a $50.0 million term loan facility and a $50.0 million revolving credit facility). The future minimum payments under the Credit Agreement are $12.0
million and $51.9 million for the years ended December 31, 2007 and 2008, respectively. Our outstanding debt, relating to the Credit Agreement, as of December 31, 2006 and March 31, 2007, respectively, is reflected in the unaudited
consolidated condensed balance sheets. We made one quarterly debt payment on our term loan totaling $4.0 million during the three months ended March 31, 2007. We made an additional $1.0 million payment in March 2007 to pay down borrowings on
our revolving credit facility. On November 7, 2006, the Credit Agreement was amended to increase the maximum amount of Consolidated Capital Expenditures, as defined, to $3.5 million for the fiscal year ending December 31, 2006 and to $4.5
million for the fiscal year ending December 31, 2007. In addition, the amendment also revised the definition of the term Consolidated EBITDA.

We expect to continue our investing activities, which includes the potential to strategically acquire companies, content and images that are complementary to our business. Although we are currently considering
potential strategic acquisitions, we have no binding commitments or agreements with respect to any such acquisitions. We expect to finance future acquisition through a combination of long-term and short-term financing including debt, equity and cash
and internally generated cash flow. We may obtain additional long-term financing through the issuance of equity securities and the incurrence of additional long-term secured or unsecured debt.

Our existing cash and investment balances may decline during 2007 in the event of a downturn in the general economy or changes in our planned cash
outlay. However, based on our current business plan and revenue prospects, we believe that our existing balances together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource
expenditure requirements for the next twelve months.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value
measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating whether the adoption of SFAS
No. 157 will have an impact on our consolidated financial position, results of operations or cash flows.

In February 2007, the FASB
issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating whether the adoption of SFAS No. 159 will have
an impact on our consolidated financial position, results of operations or cash flows.

Critical Accounting Policies

There have been no changes to our critical accounting policies from those included in our most recent Form 10-K for the year ended December 31, 2006.



17



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|Item 3. | Quantitative and Qualitative Disclosure about Market Risks
|------- | ----------------------------------------------------------

We have no derivative financial instruments or derivative commodity instruments. We invest our excess cash in debt instruments of the U.S. Government and its agencies.

We invest in equity instruments of privately held, online media and technology companies for business and strategic purposes. These investments are
included in investments and other assets and are accounted for under the cost method, as we do not have the ability to exert significant influence over the companies or their operations. For these non-quoted investments, our policy is to regularly
review the assumptions underlying the operating performance and cash flow forecasts in assessing the carrying values. We identify and record impairment losses on long-lived assets when events and circumstances indicate that such assets might be
impaired.

We were the portfolio manager of, and an investor in, internet.com Venture Fund I LLC, or Fund I, a $5.0 million venture fund
formed in March 1999. Fund I invested in early-stage content-based Internet properties that are not competitive with our business. Fund I was dissolved in 2006 as it had reached the end of its seven year life. The final distribution was made
following the dissolution.

We are also subject to interest rate fluctuations related to our borrowings under the Credit Agreement with
JPMorgan Chase Bank N.A.



|Item 4. | Controls and Procedures
|------- | -----------------------

The Companys
management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures as of March 31, 2007. Based on such evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There have been no changes in the Companys internal control over financial
reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



18



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PART IIOTHER INFORMATION



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.  |  | LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         | 
|         |  | On August 3, 2004, Mario Cisneros and Michael Voight filed a class action lawsuit in the Superior Court of the State of
California, County of San Francisco, on behalf of themselves and all others situated and/or the general public against Jupitermedia and twelve co-defendant companies that operate Internet search engines. Cisneros et al. allege that defendants
posting of paid advertising providing links to Internet gambling Web sites constitutes unfair competition and unlawful business acts and practices under California law. Plaintiffs seek declaratory and injunctive relief, disgorgement of profits and
restitution. On September 3, 2004, Jupitermedia blocked all advertisements from being published on its Web properties from third-party search engines for the gambling-related terms specified in the Complaint. Moreover, Jupitermedia does not
accept advertisements for gambling-related Web sites directly from companies that operate them. Jupitermedia has demanded contractual indemnity from two companies that supplied advertisements that are the subject matter of the lawsuit. Neither of
these two companies, however, has stated a final position as whether it will provide indemnity. Jupitermedia intends to vigorously defend itself.  On or about November 13, 2006, Robert Lange, who identifies himself as a shareholder of Jupitermedia, commenced a purported shareholders
derivative action in the United States District Court for the District of Connecticut, purportedly on behalf of Jupitermedia, against all of Jupitermedias current directors and against Jupitermedias former Chief Financial
Officer. Jupitermedia is named in the suit as a nominal defendant on whose behalf recovery is purportedly sought. Mr. Lange did not make a litigation demand on Jupitermedias board of directors prior to commencing the
action, and alleges that such demand should be excused as a matter of law. The complaint alleges, based primarily on a statistical analysis, that certain stock options granted to certain of the defendants in 1999, 2000 and 2001 were backdated,
and asserts on behalf of Jupitermedia various causes of action against the defendants arising out of such alleged backdating, including securities fraud, breach of fiduciary duty and unjust enrichment. On April 24, 2007, the Company and the
individual defendants filed a motion to dismiss the case in its entirety.
|         | 
|Item 1A. |  | RISK FACTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         | 
|         |  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         | 
|Item 2.  |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         | 
|         |  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         | 
|Item 3.  |  | DEFAULTS UPON SENIOR SECURITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         | 
|         |  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         | 
|Item 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|         | 
|         |  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         | 
|Item 5.  |  | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         | 
|         |  | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



19



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 6. |  | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                             
|        | 
|        |  | The following is a list of exhibits filed as part of this Report on Form 10-Q. Where so indicated by footnote, exhibits, which were previously filed, are
incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically except for in those situations where the exhibit number was the same as set forth
below.



Exhibit Number

Description3.1*

Registrants Amended and Restated Certificate of Incorporation, as amended3.2**

Registrants Bylaws10.1***

Indemnification Agreement, dated May 3, 2007, entered into between Jupitermedia Corporation and Donald J. ONeill.11****

Statement Regarding Computation of Per Share Earnings (Loss) (included in notes to consolidated condensed financial statements)31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Incorporated herein by reference to the Registrants Form 10-K filed on March 5, 2004.**

Incorporated herein by reference to the Registrants Registration Statement on Form S-1 (File No. 333-76331) filed on April 15, 1999.***

Incorporated herein by reference to the Registrants Form 8-K Filed on May 4, 2007.****

Included in notes to consolidated condensed financial statements.




20



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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 thereunto duly authorized.



|                    |  |  |  |                                                 |  | 
|------------------- |  |  |  | ----------------------------------------------- |  | 
|Dated: May 10, 2007 |  |  |  | Jupitermedia Corporation                        |  | 
|                    |  |  | 
|                    |  |  |  | /s/ Christopher S. Cardell                      |  | 
|                    |  |  |  | Christopher S. Cardell                          |  | 
|                    |  |  |  | Director, President and Chief Operating Officer |  | 
|                    |  |  | 
|                    |  |  |  | /s/ Donald J. ONeill                           |  | 
|                    |  |  |  | Donald J. ONeill                               |  | 
|                    |  |  |  | Vice President and Chief Financial Officer      |  | 



21