UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A





Amendment No. 1





þ Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2010, or


o Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934.





Commission File Number: 000-53718





CTM MEDIA HOLDINGS, INC.





(Exact name of registrant as specified in its charter)





Delaware
26-4831346(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





11 Largo Drive South, Stamford, CT 06907


(Address of principal executive offices, zip code)





(203) 323-5161


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to section 12(g) of the Act:





Class A common stock, par value $0.01 per share


Class B common stock, par value $0.01 per share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o  No þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes o  No þ





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 þ  No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer  o
Accelerated filer  oNon-accelerated filer  o
Smaller reporting company  þ





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







1




The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the closing price on January 29, 2010 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class A common stock of $1.80 and of the Class B common stock of $2.00 as reported on the Pink OTC Markets, was approximately $6,675,000.





As of March 17, 2011, the registrant had outstanding 1,106,468 shares of Class A common stock, 6,126,322 shares of Class B common stock, and 1,090,775 shares of Class C common stock. Excluded from these numbers are 178,517 shares of Class A common stock and 797,183 shares of Class B common stock held in treasury by CTM Media Holdings, Inc.








Explanatory Note





CTM Media Holdings, Inc. (the “Company”) is filing this amendment to our Annual Report on Form 10-K for the fiscal year ended July 31, 2010, which was originally filed with the Securities and Exchange Commission  (the “SEC”) on October 29, 2010 (the “Original Filing”) in response to comments received by the Company from the SEC.





The Items of the Original Filing which are amended and restated by this Amendment No. 1 to Annual Report on Form 10-K/A as a result of the foregoing are:





1.
Part II — Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – to include disclosure that there is no established public trading market for the Company’s Class C common stock;





2.
Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations – to remove reference to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995; and





3.
Part II — Item 9A(T)— Controls and Procedures – to include the conclusions of the Company’s Chief Executive Officer and Chief Financial Officer that the Company’s disclosure controls and procedures were effective.





For purposes of this Amendment, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended,  Items 5, 7 and 9A(T) of the Original Filing have been amended and restated in their entirety. In addition, in response to comments received by the Company from the SEC, amended certifications from our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are being re-filed under Item 15 of Part IV hereof.





Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing. All other Items of the Original Filing have been omitted from this Amendment. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing.





Part II





Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY


Our Class A common stock and Class B common stock are quoted on the Pink OTC Markets and trade under the symbols “CTMMA” and “CTMMB,” respectively. There is no established trading market for our Class C common stock.





The table below sets forth the high and low sales prices for our Class A common stock as reported on the Pink OTC Markets for the fiscal periods indicated.




High


LowFiscal year ended July 31, 2010First Quarter

$
1.29


$
0.30Second Quarter

$
2.00


$
0.56Third Quarter

$
2.60


$
1.70Fourth Quarter

$
2.75


$
2.00








2





The table below sets forth the high and low sales prices for our Class B common stock as reported on the Pink OTC Markets for the fiscal periods indicated.





High


LowFiscal year ended July 31, 2010First Quarter

$
1.01


$
0.30Second Quarter

$
2.30


$
0.75Third Quarter

$
2.85


$
1.80Fourth Quarter

$
2.75


$
1.62





On October 26, 2010, there were 64 holders of record of our Class A common stock, 121 holders of record of our Class B common stock and 5 holders of our Class C common stock. These numbers do not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. All shares of our Class C common stock are beneficially owned by Howard Jonas and there is no established trading market for our Class C common stock. On October 25, 2010, the last sales price reported on the Pink OTC Markets for our Class A common stock was $2.00 per share and for our Class B common stock was $2.35 per share.





We paid cash dividends to our stockholders in March and June 2010. On March 15, 2010, we paid a dividend in the amount of $0.25 per share (approximately $2.1 million in the aggregate) to holders of our Class A, Class B and Class C common stock.  On June 15, 2010, we paid a dividend in the aggregate amount of $0.06 per share (approximately $500,000 in the aggregate) to holders of our Class A, Class B and Class C common stock. The declaration of any future dividend will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board that dividends are in the best interest of our stockholders. On October 19, 2010, our Board of Directors approved the payment of a dividend in the amount of $0.12 per share.  The dividend is to be paid on November 9, 2010 to stockholders of record as of November 1, 2010 of our Class A, Class B and Class C common stock, subject to confirmation by our management that there is sufficient surplus and other circumstances existing at such time.





In addition, on October 19, 2010, our Board of Directors approved the payment of regular quarterly dividends in the amount of approximately $0.06 per share, subject to confirmation by our management that there is sufficient surplus as of the proposed future payment dates and other circumstances existing at the relevant times.





The information required by Item 201(d) of Regulation S-K will be contained in our Information Statement for our Written Consent in Lieu of an Annual Stockholders Meeting (the “Information Statement”), which we will file with the SEC within 120 days after July 31, 2010, and which is incorporated by reference herein.





Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


This Annual Report contains forward-looking statements.





Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.





Forward-looking statements are based on our current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond our control. Such known and unknown risks, uncertainties and other factors may cause our actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements.  These factors include those discussed under Item 1A to Part I “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.





We caution that such factors are not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.





Forward-looking statements speak only as of the date of this Annual Report and are statements of our current expectations concerning future results, events and conditions and we are under no obligation to update any of the forward-looking statements, whether as a result of new information, future events or otherwise.





Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Form 8-K and Form 10-Q.





The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.





3


OVERVIEW


We are a former subsidiary of IDT. As a result of the Spin-Off, on September 14, 2009, we became an independent public company. While many of the costs of being a public company were already borne by our business units – either directly or by allocation of corporate overhead from IDT - we incurred incremental costs of approximately $0.7 million, during fiscal year 2010 to perform the necessary accounting, internal controls, reporting functions, filing fees and costs related to filings for shareholder communications and mailings. A portion of these functions are provided by IDT pursuant to the Master Services Agreement, dated September 14, 2009, between us and IDT.





Our principal businesses consist of:





●
CTM Media Group, our brochure distribution company and other advertising-based new product initiatives focused on small to medium sized businesses; and





●
Our approximately 77% interest in Idea and Design Works, LLC, which is a comic book and graphic novel publisher that creates and licenses intellectual property.


Our operations face challenges, including those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. In particular, we face challenges:





●
related to the current state of the U.S. and global economies and its impact on travel and other discretionary spending;


●
from technological changes; and


●
from alternatives to our products and services.


We are developing plans and changes to our businesses to address each of these identified challenges.





The current economic situation, including reductions in compensation, increases in unemployment and the relatively low level of consumer confidence, has led to a decrease in travel and spending on entertainment, which has a negative impact on CTM’s  operations. Despite the general economy’s continued downturn, CTM’s business showed improvement, mainly due to management’s focus on sectors of the market that are impacted less by the economic downturn, as well as cost cutting measures.





However, while the segment of the travel industry that CTM targets is less impacted by the downturn, and certain consumers may look to more modest travel options, including car travel as opposed to air travel, which could increase the demand for the offerings of CTM’s customers, any negative impact on travel and entertainment spending could negatively impact CTM’s business.





CTM has increased its monitoring of customers’ financial condition and is seeking to target those sectors of the market that it believes to be less impacted by the current economic situation.





IDW’s products are directly impacted to a lesser degree by the economic situation, but IDW is experiencing challenges to its distribution efforts as certain retail stores, which are an important outlet through which its products are sold, are experiencing pressure and some may close.





CTM and IDW both anticipate challenges to their businesses from new entrants, technological developments and developments of alternative products and are addressing these challenges by developing their own competitive offerings.





CTM recognizes valuable digital distribution opportunities that are available in the advertising market. CTM is, therefore, seeking to maintain its market share by developing and marketing Internet-based services to existing and other customers.





IDW is also impacted by declines in the publishing industry. To counteract that decline, IDW is increasing its presence in the digital book area.





IDW’s performance in fiscal 2009 included sales of comic book and graphic novel products linked to successful movie properties. To replicate this performance, IDW needs to obtain access to other big name properties and/or sequels to the recent successful movies. Blockbuster movies are hard to predict and those from major developers often have their own outlets for comic book and graphic novel development. IDW will continue to seek out attractive opportunities, and will attempt to increase sales of other properties to maintain its overall revenue figures.





CTM


CTM develops and distributes print and mobile-based advertising and information in targeted tourist markets. CTM operates four integrated and complimentary business lines: Brochure Distribution, Publishing, RightCardTM, and Digital Distribution. CTM had operated its Design & Print business, which it exited at the beginning of the fourth quarter of fiscal 2010. CTM offers its customers a comprehensive media marketing approach through these business lines. In fiscal 2010, CTM serviced over 2,600 clients and maintained more than 11,000 display stations in over 28 states and provinces in the United States (including Puerto Rico) and Canada. CTM’s display stations are located in travel, tourism and entertainment venues, including hotels and other lodgings, corporate and community venues, transportation terminals and hubs, tourist attractions and entertainment venues. CTM’s revenues represented 61.8% of consolidated revenues in fiscal 2010 and 61.2% in fiscal 2009.





4


IDW


IDW is a comic book and graphic novel publisher that creates and licenses intellectual property. IDW’s revenues represented 38.2% of consolidated revenues in fiscal 2010 and 37.5% in fiscal 2009.





REPORTABLE SEGMENTS





We have the following two reportable business segments: CTM and IDW.





PRESENTATION OF FINANCIAL INFORMATION





Basis of presentation


The consolidated financial statements for the periods reflect our financial position, results of operations, changes in stockholders’ equity and cash flows as if the current structure existed for all periods presented. The financial statements have been prepared using the historical basis for the assets and liabilities and results of operations.





CRITICAL ACCOUNTING POLICIES


Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to the allowance for doubtful accounts, goodwill and intangible assets with indefinite useful lives and valuation of long-lived assets including intangible assets with finite useful lives. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies.





Allowance for Doubtful Accounts


We maintain allowances for doubtful accounts receivable for estimated losses, which result from the inability or unwillingness of our customers to make required payments and for returns of inventory from our distributors and our direct market customers. We base our allowances on our determination of the likelihood of recoverability of trade accounts receivable based on past experience and current collection trends that are expected to continue. In addition, we perform ongoing internal credit evaluations of our significant customers, but historically we have not required collateral to support trade accounts receivable from our customers. Our estimates of recoverability of customer accounts may change due to new developments, changes in assumptions or changes in our strategy, which may impact our allowance for doubtful accounts balances. We continually assess the likelihood of potential amounts or ranges of recoverability and adjust our allowances accordingly; however actual collections and write-offs of trade accounts receivables may materially differ from our estimates.





Goodwill and Intangible Assets with Indefinite Useful Lives


In accordance with Accounting Standards Codification ‘ASC 350’ relating to goodwill and other intangible assets deemed to have indefinite lives are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach. Other intangible assets with definite lives are amortized over their estimated useful lives.





The goodwill impairment assessment involves estimating the fair value of the reporting unit and comparing it to its carrying amount (which is known as Step 1). If the carrying value of the reporting unit exceeds its estimated fair value, additional steps are followed to determine if an impairment of goodwill is required. In fiscal 2009, we recorded aggregate goodwill impairment charges of $31.5 million, which reduced the carrying amount our goodwill to zero. We estimated the fair value of our reporting units using discounted cash flow methodologies, as well as considering third party market value indicators. Calculating the fair value of the reporting units, and allocating the estimated fair value to all of the tangible assets, intangible assets and liabilities, required significant estimates and assumptions by management.





Valuation of Long-Lived Assets including Intangible Assets with Finite Useful Lives


We test the recoverability of our long-lived assets including identifiable intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of any such asset may not be recoverable. Such events or changes in circumstances include:





●significant actual underperformance relative to expected performance or projected future operating results;


●significant changes in the manner or use of the asset or the strategy of our overall business; and


●significant adverse changes in the business climate in which we operate.





5




If we determine that the carrying value of certain long-lived assets may not be recoverable and may exceed its fair value based upon the existence of one or more of the above indicators, we will test for impairment based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, we will record an impairment loss based on the difference between the estimated fair value and the carrying value of the asset. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from the asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should our estimates and assumptions prove to be incorrect, we may be required to record impairments in future periods and such impairments could be material.





RESULTS OF OPERATIONS


We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.





Year Ended July 31, 2010 Compared To Year Ended July 31, 2009





Sale of Assets of WMET Radio


On May 5, 2010, we consummated the sale of substantially all of the assets used in our WMET radio station business (other than working capital).  WMET 1160 AM is a radio station serving the Washington, D.C. metropolitan area. The sale price for the WMET assets was $4 million in a combination of cash and a promissory note of the buyer that is secured by the assets sold.  $1.3 million of the purchase price was paid in cash by the closing and the remainder is owed pursuant to a two-year promissory note, which is extendable in part to three years at the option of the buyer. The sale met the criteria to be reported as a discontinued operation and accordingly, WMET’s results are classified as part of discontinued operations for all periods presented. In the forth quarter of fiscal 2010, the company recognized a gain of $1.6 million in connection with the sale.





Summary Financial Data of Discontinued Operations


Revenues, (loss) income before income taxes and net (loss) income of WMET, which are included in discontinued operations, were as follows:





Year Ended July 31,

2010


2009(in thousands)Revenue

$
411


$
1,168Loss before income taxes and net loss .


(625
)


(1,936
)





Consolidated





(in millions)







ChangeYear ended July 31,

2010


2009


$



%RevenuesCTM

$
18.6


$
19.9


$
(1.3
)


(6.53
)IDW


11.4



12.6



(1.2
)


(9.52
)Total revenues

$
30.0


$
32.5


$
(2.5
)


(7.7
)





Revenues.The decrease in consolidated revenues in fiscal 2010 compared to fiscal 2009 was due to the decrease in both CTM and IDW revenues. The decrease in CTM revenues was primarily due to our exit from or changes to the business model of our unprofitable business lines and due to a global economic slowdown in our distribution and printing businesses. Some of CTM’s distribution customers rely on state and local funding or grants which have been decreased or eliminated, resulting in reduced advertising and customer spending and, in some cases, certain of our customers going out of business. The decrease in IDW revenues due to higher returns, lower publishing revenue and lower creative services revenue partially offset by increased licensing and royalty revenue and increased digital publishing revenue.





6





(in millions)







ChangeYear  ended July 31,

2010


2009


$



%Costs and expensesDirect cost of revenues

$
14.1


$
14.6


$
(0.5
)


(3.4
)Selling, general and administrative


14.2



14.6



(0.4
)


(2.7
)Depreciation and amortization


0.9



1.0



(0.1
)


(10.0
)Bad debt expense


0.1



0.7



(0.6
)


85.0Impairment and severance charges


0.0



32.1



(32.1
)


100.0Total costs and expenses

$
29.3


$
63.0


$
(33.7
)


(53.5
)





Direct Cost of Revenues. The decrease in direct cost of revenues in fiscal 2010 compared to fiscal 2009 was due to a decrease in CTM’s cost of sales which was partially offset by an increase in IDW’s  cost of sales. The decrease in CTM’s direct cost of revenues was primarily due to a decrease in printing business as a result of exiting the printing business as well as our cost reduction strategies initiated in 2010. The increase in IDW’s direct cost of revenues was as result of an increase in printing and royalty costs. This increase was largely due to property acquisitions which did not result in sales as significant as those related to major movies. Lower sales volumes result in higher print prices. In addition, many of these new properties provided creators a share in the profits of the publications, resulting in an increase in royalties. Overall gross margin decreased from 55.0% in fiscal 2009 to 52.9% in fiscal 2010 due to a decrease in IDW’s gross margin percentage offset by a slight increase in CTM’s gross margin percentage a result of a change in the mix of products.





Selling, General and Administrative.The decrease in selling, general and administrative expenses in fiscal 2010 compared to fiscal 2009 was due to a decrease in the selling, general and administrative expenses of CTM partially offset by an increase in IDW costs.  CTM’s selling, general and administrative expenses decrease was primarily due to the exit from certain unprofitable lines of businesses, reduction in compensation, commissions and insurance expenses partially offset by costs allocated to the CTM segment associated with operating as a publicly traded company and non cash compensation cost. IDW’s selling, general and administrative expenses increase was primarily due to an increase in the number of employees, consultants and IDW’s share of costs associated with operating as a publicly traded company. Total selling, general and administrative expenses associated with operating as a publicly traded company was $0.7 million and stock based compensation costs was $0.4 million in fiscal 2010.


As a percentage of total revenues, selling, general and administrative expenses increased from 44.8% in fiscal 2009 to 47.4% in fiscal 2010 as selling, general and administrative expenses increased while revenues decreased.





On October 14, 2009, our Board of Directors granted our Chairman and founder, Howard S. Jonas, 1.8 million restricted shares of our Class B common stock with a value of $1.25 million on the date of grant in lieu of a cash base salary for the next five years. The restricted shares will vest in equal thirds on each of October 14, 2011, October 14, 2012 and October 14, 2013. Unvested shares would be forfeited if we terminate Mr. Jonas’ employment other than under circumstances where the accelerated vesting applies. The shares are subject to adjustments or acceleration based on certain corporate transactions, changes in capitalization, or termination, death or disability of Mr. Jonas. If Mr. Jonas is terminated by us for cause, a pro rata portion of the shares would vest. This arrangement does not impact Mr. Jonas’ cash compensation from the date of the Spin-Off through the pay period ending on the grant date. Total unrecognized compensation cost on the grant date of $1.25 million, is expected to be recognized over the vesting period from October 14, 2009 through October 14, 2014.





Bad Debt Expense.The decrease in the total bad debt expense in fiscal 2010 compared to fiscal 2009 was primarily due to a decrease in bad debt expenses at CTM resulting from improved collections and a better economy in 2010.





Impairment and Severance Charges.We recorded aggregate goodwill impairment charges of $31.5 million in fiscal 2009. In the second quarter of fiscal 2009, the following events and circumstances indicated that the fair value of certain of our reporting units may be below their carrying value: (1) a significant adverse change in the business climate, (2) operating losses of reporting units, and (3) significant revisions to internal forecasts. We measured the fair value of our reporting units by discounting their estimated future cash flows using an appropriate discount rate. The carrying value including goodwill of CTM and IDW exceeded their estimated fair value, therefore we performed additional steps for these reporting units to determine whether an impairment of goodwill was required. As a result of this analysis, in fiscal 2009, we recorded goodwill impairment of $29.7 million in CTM and $1.8 million in IDW which reduced the carrying amount of the goodwill in each of these reporting units to zero. Calculating the fair value of the reporting units, and allocating the estimated fair value to all of the tangible assets, intangible assets and liabilities, requires significant estimates and assumptions.





The primary drivers in our assumptions that resulted in the goodwill impairment in fiscal 2009 were (1) lower than expected revenues since our prior annual goodwill impairment test conducted as of May 1, 2008 that caused us to reduce our revenue and cash flow projections at December 31, 2008, the date of our interim impairment test, (2) an increase in the discount rates used at December 31, 2008 compared to May 1, 2008, (3) reductions in the terminal value growth rates used at December 31, 2008 compared to May 1, 2008, and (4) no expectation of an economic recovery in our cash flow projections. The primary drivers behind our changed expectations for future results, cash flows and liquidity were (1) the global economic slowdown, (2) lower than expected revenue including a decrease in customer spending, (3) certain of our customers experiencing financial challenges including bankruptcy, and (4) specifically related to CTM, new lines of business that did not perform as expected and were discontinued beginning in the fourth quarter of fiscal 2008. All of these factors contributed to the reduction in the revenue and cash flow projections at December 31, 2008 compared to May 1, 2008.





7




The Company recorded in fiscal 2009 restructuring charges of $0.6 million consisting primarily of severance related to a company-wide cost savings program and reduction in force.





(in millions)







ChangeYear ended July 31,

2010


2009


$



%Income (loss) from operations

$
0.8


$
(30.5
)

$
31.3



102.6Interest income, net


(0.1
)


(0.1
)


—



-Other income, net


(0.2
)


—



(0.2
)


100.0Provision for income taxes


(0.1
)


(0.1
)


—



-Net Income (loss) from continuing operations


0.4



(30.7
)


31.1



101.3Loss from discontinued operations


(0.6
)


(1.9
)


1.3



68.4Gain from sale of discontinued operations


1.6



—



1.6



100.0Total income (loss) from discontinued operations


1.0



(1.9
)


2.9



152.6Net Income (loss)


1.4



(32.6
)


34.0



104.29Less: Net income attributable to noncontrolling interest


0.1



1.3



(1.2
)


0.92Net income (loss) attributable to CTM Media Holdings, Inc.

$
1.3


$
(33.9
)

$
35.2



103.8





Non-controlling Interests.Noncontrolling interests relate to minority owners of IDW. On November 5, 2009, the Company purchased an additional 23.335% interest in IDW for a purchase price of $0.4 million in cash. As a result of the transaction, the Company owns a 76.665% interest in IDW.





Income Taxes.Provision for income taxes in fiscal 2010 decreased compared to fiscal 2009 due to decreases in our foreign income tax expense which were partially offset by state and local income tax expenses. Our foreign income tax expense results from income generated by our Canadian  subsidiary that cannot be offset against losses generated in the United States.





We and IDT entered into a Tax Separation Agreement, dated as of September 14, 2009, to provide for certain tax matters including the assignment of responsibility for the preparation and filing of tax returns, the payment of and indemnification for taxes, entitlement to tax refunds and the prosecution and defense of any tax controversies. Pursuant to this agreement, IDT indemnified us from all liability for taxes of ours and our subsidiaries for periods ending on or before September 14, 2009, and we indemnified IDT from all liability for taxes of our and our subsidiaries accruing after September 14, 2009. Also, for periods ending on or before September 14, 2009, IDT shall have the right to control the conduct of any audit, examination or other proceeding brought by a taxing authority. We shall have the right to participate jointly in any proceeding that may affect our tax liability unless IDT has indemnified us. Finally, we and our subsidiaries agreed not to carry back any net operating losses, capital losses or credits for any taxable period ending after September 14, 2009 to a taxable period ending on or before September 14, 2009 unless required by applicable law, in which case any refund of taxes attributable to such carry back shall be for the account of IDT.





CTM





(in millions)







ChangeYear Ended July 31,

2010


2009


$



%Revenues

$
18.6


$
19.9


$
(1.3
)


(6.5
)Direct cost of revenues


6.8



7.5



(0.7
)


(9.3
)Selling, general and administrative


9.8



11.0



(1.2
)


(10.9
)Depreciation and amortization


0.8



0.8



—



-Bad debt expense


0.1



0.7



(0.6
)


85.7Impairment and severance charges


—



30.3



(30.3
)


100Income (loss) from operations

$
1.1


$
(30.4
)

$
(31.5
)


103.62





Revenues.The decrease in CTM’s revenues in fiscal 2010 compared to fiscal 2009 was primarily due to our exit from or changes to business model of certain unprofitable business lines  and due to a global economic slowdown in our distribution and publishing business. In fiscal 2009 we exited most of our Local Media business and restructured the remaining portion to commission based revenue. This resulted in a decline in revenues of approximately $0.3 million in fiscal 2010, compared to fiscal 2009. In the fourth quarter of fiscal 2010 we restructured our unprofitable printing business from a reseller of print services to a commission agent for printing vendors. The change to a commission based revenue structure and the overall slowdown of the business resulted in a decline of $0.6 million in fiscal 2010 compared to fiscal 2009. Our distribution and publishing business declined $0.5 million in fiscal 2010 compared to fiscal 2009, as a result of the global economic slowdown. The most significant declines were in the North East which was largely due to the lingering effects of the global economic slowdown during the first half of fiscal 2010, followed by the South East  and the Mid-West regions partially offset by increased revenues and favorable exchange rates on revenues generated in our Canadian division. Some of CTM’s distribution customers rely on state and local funding or grants which have been decreased or eliminated resulting in reduced advertising and customer spending. Partially offsetting the decrease in revenue was an increase in our Digital Products revenue. We have seen positive signs of a gradual recovery in our business such that we expect our fiscal 2011 revenues to be slightly higher than our fiscal 2010 revenues.





8
 
  Direct Cost of Revenues.Direct cost of revenues consist primarily of distribution and fulfillment payroll, warehouse and vehicle distribution expenses, and print and design expenses. The decrease in direct cost of revenues in fiscal 2010 compared to fiscal 2009 is primarily due to decreased printing revenues.  CTM’s aggregate gross margin increased in fiscal 2010 to 63.3% from 62.2% in fiscal 2009. The increase was primarily due to the change in mix of products partially as a result of our exit from lower margin business.





Selling, General and Administrative.Selling, general and administrative expenses consist primarily of payroll and related benefits, facilities costs and insurance. Selling, general and administrative expenses decreased in fiscal 2010 compared to fiscal 2009 primarily due to the exit from certain unprofitable lines of business, reduction in compensation, commissions, insurance and allocation of executive compensation to IDW which previously was recorded solely at CTM. This decrease was partially offset by costs associated with operating as a publicly traded company and stock based compensation. Total selling, general and administrative expenses associated with operating as a publicly traded company and stock based compensation, in each case, as allocated to CTM, was $0.5 and $0.4 million in fiscal 2010. As a percentage of CTM’s aggregate revenues, selling, general and administrative expenses decreased in fiscal 2010 to 52.7% from 55.5% in fiscal 2009, as selling, general and administrative expenses decreased more than proportionally to revenues.





Impairment and severance charges.In the second quarter of fiscal 2009, certain events and circumstances indicated that the fair value of CTM, which is one of our reporting units, may be below its carrying value. We measured the fair value of CTM by discounting its estimated future cash flows using an appropriate discount rate. CTM’s carrying value including goodwill exceeded its estimated fair value, therefore additional steps were performed to determine whether an impairment of goodwill was required. As a result of this analysis, in fiscal 2009, CTM recorded goodwill impairment of $29.7 million, which reduced the carrying amount of its goodwill to zero.





The Company recorded in fiscal 2009 restructuring charges of $0.6 million consisting primarily of severance related to a company-wide cost savings program and reduction in work force.





IDW





(in millions)







ChangeYear ended July 31,

2010


2009


$



%Revenues

$
11.4


$
12.6


$
(1.2
)


(9.5
)Direct cost of revenues


7.3



7.1



0.2



2.8Selling, general and administrative


4.3



3.6



0.7



19.4Depreciation and amortization


0.1



0.2



(0.1
)


50Impairment


—



1.8



(1.8
)


100Loss from operations

$
(0.3
)

$
(0.1
)

$
(0.2
)


200








Revenues.The decrease in IDW’s revenue in fiscal 2010 compared to fiscal 2009 was due to higher returns based on historical averages, lower publishing revenue and lower creative services revenue partially offset by increased licensing and royalty revenue and increased digital publishing revenue. The higher returns are due to comic book movie releases that have a shorter shelf life at our distributers, a downturn in the economy and the higher relative impact of lesser known titles with higher return rates. The decreased publishing revenue was a result of particularly strong publishing revenue in the third and forth quarter of 2009 from comic book movie releases such as: Transformers, Revenge of the Fallen, Star Trek (2009), Terminator Salvation, and G.I. Joe: The Rise of Cobra. Our creative services revenue decreased as a result of lower marking budgets by our customers during the downturn in the economy. The increase in licensing and royalty revenue is mainly a result of the sale of the World War Robot license in the second quarter of fiscal 2010. The Digital Distribution revenue has continued to grow since its inception in January 2010. IDW has entered into a number of digital distribution agreements, and IDW’s publications are currently available for purchase via handheld devices, including iPhones, iPod Touch, iPad, PSP, PSP Go, Kindle, Nokia, and Blackberry. IDW titles are also available direct-to-desktop via several websites and are expected to be available on Google’s Android and Barnes and Noble’s Nook by the end of calendar year 2010. We expect IDW’s revenues to be higher across all lines of business in fiscal 2011.





9





Direct Cost of Revenues. Direct cost of revenues consists primarily of printing expenses, costs of artist and writers and royalty fees. The increase in direct cost of revenues in fiscal 2010 compared to fiscal 2009 was as result of an increase in printing and royalty fees. This increase was largely due to property acquisitions which did not result in sales as significant as those related to major movies. Lower sales volumes result in higher print prices. In addition, many of these new properties provided creators a share in the profits of the publications, resulting in an increase in the royalties. There was a product shift to increased sales of hard cover edition graphic novels that bear a higher print cost of sales than the traditional soft cover comic books. Additionally, fiscal 2010 revenues consisted of an increased number of titles sold, with lower sales per title. This resulted in smaller quantities printed per title which carry a higher print cost per unit. There was also an increase in old inventory being written down. Royalty fees relating to the distribution businesses increased as a result of the increase in the number of profit sharing deals from the more traditional royalty agreements on net sales.





IDW’s aggregate gross margin decreased in fiscal 2010 to 35.9% from 43.6% in fiscal 2009. The decrease in fiscal 2010 was primarily due to an increase in costs discussed above.





Selling, General and Administrative.Selling, general and administrative expenses increased in fiscal 2010 compared to fiscal 2009 primarily due to an increase in allocated expenses to IDW by the Company in fiscal 2010. This allocation includes executive salaries and costs associated with operating as a publicly traded company, which were approximately $0.5 million in fiscal 2010. IDW has increased staff in an effort to increase the number of titles sold and establish a footprint into digital distribution. As a percentage of IDW’s aggregate revenues, selling, general and administrative expenses increased in fiscal 2010 to 37.7% from 28.6% in fiscal 2009, as selling, general and administrative expenses increased while revenues declined.





In the second quarter of fiscal 2009, certain events and circumstances indicated that the fair value of IDW, which is one of our reporting units, may be below its carrying value. We measured the fair value of IDW by discounting its estimated future cash flows using an appropriate discount rate. IDW’s carrying value including goodwill exceeded its estimated fair value, therefore additional steps were performed to determine whether an impairment of goodwill was required. As a result of this analysis, in fiscal 2009, IDW recorded goodwill impairment of $1.8 million, which reduced the carrying amount of its goodwill to zero.





LIQUIDITY AND CAPITAL RESOURCES





Historically, we satisfied our cash requirements primarily through cash provided by CTM’s operating activities and funding from IDT.





(in millions)

Year ended July 31,2010


2009Cash flows provided by (used in):Operating activities

$
2.6


$
1.3Investing activities


0.4



(1.7
)Financing activities


(2.6
)


1.5Increase  in cash and cash equivalents from continuing operations


0.4



1.1Discontinued operations


(0.4
)


(.2
)Increase  in cash and cash equivalents

$
0.0


$
0.9





Operating Activities


Our cash flow from operations varies from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. In the fourth quarter of fiscal 2008, we commenced to exit from certain unprofitable lines of businesses of CTM, consisting of Traffic Pull, Local Pull and Click2Talk. The exit from these lines of business is mostly completed. The Local Pull product is still being offered by CTM, however the business model has been reworked and Local Pull is being marketed through outsourced channels, which is more cost effective for us. Cash used in operating activities from these exited businesses was approximately $1.1 million in fiscal 2009.





Investing Activities


Our capital expenditures were $0.4 million in fiscal 2010 and $0.7 million in fiscal 2009. We currently anticipate that total capital expenditures for all of our divisions in fiscal 2011 will be approximately $0.7 million. We expect to fund our capital expenditures with our cash, cash equivalents and short term investment on hand.





In fiscal 2009, IDW invested $1.0 million in a short-term certificate of deposit.





On November 5, 2009, we purchased an additional 23.335% interest in IDW for a purchase price of $0.4 million in cash. As a result of the transaction, we own a 76.665% interest in IDW. We acquired the additional interests as we determined that the purchase price was reasonable as well as to reduce the number of noncontrolling interest holders in this business.





On May 5, 2010, the Company consummated the sale of substantially all of the assets used in the WMET radio station business for a sale price of $4 million in a combination of cash and a promissory note from the buyer that is secured by the assets sold.  $1.3 million of the purchase price (net of 0.1million in selling expenses) was paid in cash by the closing and the remainder is owed pursuant to a two-year promissory note, which is extendable in part to three years at the option of the buyer.





10


Financing Activities


During fiscal 2009 and in fiscal 2010 up until the Spin-Off on September 14, 2009, IDT, our former parent company, provided us with the required liquidity to fund our working capital requirement and investments for some of our businesses. We used any excess cash provided by our operations to repay IDT. In fiscal 2010 and in fiscal 2009, IDT provided net cash to us of $2.4 million and $2.0 million, respectively. At July 31, 2009, the amount due to IDT was $24.9 million. In September 2009, the amount due to IDT of $25.3 million was converted into a capital contribution.





We distributed cash of $1.0 million in fiscal 2010 and $0.3 million in fiscal 2009 to the minority shareholders of IDW.





We repaid capital lease obligations of $0.2 million in fiscal 2010 and $0.2 million in fiscal 2009.





We repurchased $1.1 million of our Class A and Class B common stock in the second quarter ended January 31, 2010 in connection with the tender offer that expired on December 22, 2009.





We paid a cash dividend in the amount of $0.25 per share (approximately $2.1 million in the aggregate), and $0.06 per share (approximately $0.5 million in the aggregate) on March 15, 2010 and June 15, 2010, respectively, to stockholders of record as of March 8, 2010 and May 3, 2010, respectively, of our Class A, Class B and Class C common stock.





On October 19, 2010, our Board of Directors approved the payment of a dividend in the amount of $0.12 per share.  The dividend is to be paid on November 9, 2010 to stockholders of record as of November 1, 2010 of our Class A, Class B and Class C common stock, subject to confirmation by our management that there is sufficient surplus and other circumstances existing at such time.





In addition, on October 19, 2010, our Board of Directors approved the payment of regular quarterly dividends in the amount of approximately $0.06 per share, subject to confirmation by our management that there is sufficient surplus as of the proposed future payment dates and other circumstances existing at the relevant times.





The declaration of any future dividend will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by our Board of Directors that dividends are in the best interest of our stockholders.





CHANGES IN TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS


Gross trade accounts receivable decreased to $4.3 million at July 31, 2010 compared to $4.6 million at July 31, 2009. The decrease in fiscal 2010 is mainly due to higher collections in IDW. The allowance for doubtful accounts as a percentage of gross trade accounts receivable increased to 18.2% at July 31, 2010 compared to 14.7% at July 31, 2009. The main reason for the increase in the allowance for doubtful accounts is due to fully reserving for all accounts receivable in the recently discontinued WMET business.





Other Sources and Uses of Resources


We intend to, where appropriate, make strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses, to add qualitatively to the range of businesses in our portfolio and to achieve operational synergies. Historically, such acquisitions have not exceeded $0.5 million, with the average acquisition being less than $0.1 million. At this time, we cannot guarantee that we will be presented with acquisition opportunities that meet our return on investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.





Historically, we satisfied our cash requirements primarily through cash provided by CTM’s operating activities and funding from IDT. The conversion of our balance due to IDT into a capital contribution in September 2009 significantly improved our working capital balance. We do not currently have any material debt obligations. With the exit of certain lines of businesses within CTM, we expect our operations in the next twelve months and the balance of cash, cash equivalents and short term investment that we held as of July 31, 2010, as well as the $0.4 million expected to be repaid in fiscal 2011 under terms of the promissory note for the sale of WMET, will be sufficient to meet our currently anticipated working capital and capital expenditure requirements, capital lease obligations, make limited acquisitions and investments, and to fund any potential operating cash flow deficits within any of our segments for at least the next twelve months. In addition, we anticipate that our expected cash balances as well as cash flows from our operations will be sufficient to meet our long term liquidity needs. The foregoing is based on a number of assumptions, including that we will collect on our receivables, effectively manage our working capital requirements, and maintain our revenue levels and liquidity and timely payments of the $4 million due to us under the promissory note from the sale of WMET. Predicting these matters is particularly difficult in the current worldwide economic situation and overall decline in consumer demand. Failure to generate sufficient revenue and operating income could have a material adverse effect on our results of operations, financial condition and cash flows.





11


FOREIGN CURRENCY RISK


Revenues from our international operations represented 9.0% and 7.4% of our consolidated revenues from continuing revenues for fiscal 2010 and fiscal 2009, respectively. A significant portion of these revenues is in currencies other than the U.S. Dollar, primarily Canadian dollars. Our foreign currency exchange risk is somewhat mitigated by our ability to offset the majority of these non U.S. Dollar-denominated revenues with operating expenses that are paid in the same currencies. While the impact from fluctuations in foreign exchange rates affects our revenues and expenses denominated in foreign currencies, the net amount of our exposure to foreign currency exchange rate changes at the end of each reporting period is generally not material.





OFF-BALANCE SHEET ARRANGEMENTS


We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.





Recently Adopted Accounting Standards and Recently Issued Accounting Standards





In September 2009, the Company adopted changes issued by the FASB to the authoritative hierarchy of U.S. GAAP. These changes establish the FASB Accounting Standards CodificationTM (or Codification) as the source of authoritative U.S. GAAP for all non-governmental entities. Rules and interpretive releases of the U.S. Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification did not change or alter existing U.S. GAAP. The adoption of these changes had no impact on the Company’s financial position, results of operations or cash flows.





On February 1, 2010, the Company adopted the amendment to the accounting standard relating to fair value measurements, which is intended to improve the disclosures about fair value measurements in financial statements. The main provisions of the amendment require new disclosures about (1) transfers in and out of the three levels of the fair value hierarchy and (2) activity within Level 3 of the hierarchy. In addition, the amendment clarifies existing disclosures about (1) the level of disaggregation of fair value measurements, (2) valuation techniques and inputs used to measure fair value, and (3) postretirement benefit plan assets. The adoption of the changes to the disclosures about fair value measurements did not have an impact on the Company’s financial position, results of operations or cash flows. Pursuant to the amendment, the adoption of certain of the disclosures about the activity within Level 3 is not required until August 1, 2011. The Company does not expect the adoption of these changes to its disclosures about fair value measurements to have an impact on its financial position, results of operations or cash flows.





Item 9A(T). Controls and Procedures.





Evaluation of Disclosure Controls and Procedures


Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of July 31, 2010, our disclosure controls and procedures were effective.





There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Management’s report on internal control over financial reporting is included in this Annual Report on Form 10-K on page 24 and is incorporated herein by reference.





12


Part IV





(b)Exhibits.





Exhibit

Number
Description of Exhibits2.1(1)
Separation and Distribution Agreement, dated September 14, 2009.3.1(1)
Second Restated Certificate of Incorporation of the Registrant.3.2(2)
By-laws of the Registrant.10.1(2)
2009 Stock Option and Incentive Plan of CTM Media Holdings, Inc.#10.2(1)
Master Service Agreement, dated September 14, 2009.10.3(1)
Tax Separation Agreement, dated September 14, 2009.10.4(3)
Restricted Stock Agreement, dated October 14, 2009 between the Company and Howard Jonas. #14.1(1)
Code of Business Ethics and Conduct, adopted on August 18, 2009.21.1
Subsidiaries of the Registrant.23.1
Consent of Zwick Maddox & Banyai, PLLC.31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





* Filed herewith.





# Management contract or compensatory plan or arrangement.





(1)
Incorporated by reference to the Company’s Form 10-K filed October 29, 2009.





(2)
Incorporated by reference to the Company’s Form 10-12G/A filed August 10, 2009.





(3)
Incorporated by reference to the Company’s Form 8-K filed October 20, 2009.








13


Signatures





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.





CTM MEDIA HOLDINGS, INC.By:
/s/    Marc E. KnollerMarc E. KnollerChief Executive Officer


Date:  March 24, 2011