UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————


þ

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the quarterly period ended:   December 31, 2013

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: 000-53539

———————

[ASTV_10Q001.JPG]

As Seen On TV, Inc.

(Exact name of registrant as specified in its charter)

———————


Florida

80-0149096

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)


14044 Icot Boulevard, Clearwater, Florida 33760

(Address of Principal Executive Office) (Zip Code)


(727) 451-9510

(Registrant’s telephone number, including area code)

———————

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.

þ

 Yes

¨

 No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).

 

þ

 Yes

¨

 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

Large accelerated filer

¨

 

 

Accelerated filer

¨

 

Non-accelerated filer

¨

 (Do not check if a smaller

 

Smaller reporting company

þ

 

 

 

 reporting company)

 

 

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

¨

 Yes

þ

 No

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Shares Outstanding as of February 11, 2014

Common Stock, $0.0001 Par Value Per Share

 

71,741,250

  

 




 


As Seen On TV, Inc. and Subsidiaries


TABLE OF CONTENTS



 

 

Page   

 

 

Number

 

PART I. FINANCIAL INFORMATION

 

                        

 

                        

Item 1.

Financial Statements

1

 

 

 

 

Condensed Consolidated Balance Sheets as of December 31, 2013 (Unaudited) and March 31, 2013

1

 

 

 

 

Condensed Consolidated Statements of Operations (Unaudited) for the three and nine month periods ending December 31, 2013 and December 31, 2012

2

 

 

 

 

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) for the period April 1, 2013 through December 31, 2013

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine month periods ending December 31, 2013 and December 31, 2012

4

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36

 

 

 

Item 4.

Controls And Procedures

36

 

 

 

 

PART II. OTHER FINANCIAL INFORMATION

 

 

 

 

Item 1.

Legal Proceedings.

37

 

 

 

Item 1A.

Risk Factors

37

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

 

 

Item 3.

Defaults Upon Senior Securities

37

 

 

 

Item 4.

Mine Safety Disclosure

37

 

 

 

Item 5.

Other Information

37

 

 

 

Item 6.

Exhibits

37

 

 

 

Signatures

 

38


 







 


PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

AS SEEN ON TV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

December 31,

2013

 

 

March 31,

2013

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

189,658

 

 

$

2,352,730

 

Accounts receivable, net

 

 

288,765

 

 

 

2,559,332

 

Advances on inventory purchases

 

 

 

 

 

67,455

 

Inventories

 

 

86,123

 

 

 

788,727

 

Note receivable on asset sale – current

 

 

225,000

 

 

 

 

Prepaid expenses and other current assets

 

 

450,477

 

 

 

792,450

 

Total current assets

 

 

1,240,023

 

 

 

6,560,694

 

  

 

 

 

 

 

 

 

 

Restricted cash – non current

 

 

82,811

 

 

 

450,000

 

Certificate of deposit – non current

 

 

 

 

 

50,489

 

Note receivable on asset sale – non current

 

 

675,000

 

 

 

 

Property and equipment, net

 

 

50,619

 

 

 

144,801

 

Goodwill

 

 

 

 

 

9,300,000

 

Intangible assets, net

 

 

4,468,622

 

 

 

10,567,655

 

Deposits

 

 

2,185

 

 

 

17,504

 

Total assets

 

$

6,519,260

 

 

$

27,091,143

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

421,127

 

 

$

1,366,426

 

Deferred revenue

 

 

77,559

 

 

 

173,750

 

Accrued registration rights penalty

 

 

156,000

 

 

 

156,000

 

Accrued expenses and other current liabilities

 

 

291,865

 

 

 

727,730

 

Note payable – related party

 

 

 

 

 

100,000

 

Accrued interest – related party

 

 

2,380

 

 

 

425

 

Notes payable – current portion

 

 

383,138

 

 

 

281,805

 

Warrant liability

 

 

1,864,962

 

 

 

11,689,306

 

Current liabilities of discontinued operations

 

 

918,125

 

 

 

1,673,368

 

Total current liabilities

 

 

4,115,156

 

 

 

16,168,810

 

    

 

 

 

 

 

 

 

 

Notes payable – non current

 

 

106,472

 

 

 

193,107

 

    

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

Stockholders' equity (deficiency):

 

 

 

 

 

 

 

 

Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively.

 

 

 

 

 

 

Common stock, $.0001 par value; 750,000,000 shares authorized and 71,741,250 and 71,282,066 issued and outstanding at December 31, 2013 and March 31, 2013, respectively.

 

 

7,174

 

 

 

7,128

 

Additional paid-in capital

 

 

24,982,640

 

 

 

24,293,947

 

Accumulated deficit

 

 

(22,692,182

)

 

 

(13,571,849

)

Total shareholders' equity

 

 

2,297,632

 

 

 

10,729,226

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

6,519,260

 

 

$

27,091,143

 



See accompanying notes to condensed consolidated financial statements


1



 


AS SEEN ON TV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


 

 

Three Months Ended

December 31 ,

 

 

Nine Months Ended

December 31,

 

 

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

502,507

 

 

$

5,834,246

 

 

$

1,889,993

 

 

$

6,872,201

 

Cost of revenues

 

 

457,203

 

 

 

2,787,711

 

 

 

1,215,181

 

 

 

3,821,018

 

Gross profit

 

 

45,304

 

 

 

3,046,535

 

 

 

674,812

 

 

 

3,051,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

(57,928

)

 

 

2,334,379

 

 

 

65,982

 

 

 

2,534,239

 

General and administrative expenses

 

1,215,394

 

 

 

1,618,976

 

 

 

4,290,318

 

 

 

3,884,910

 

Loss from operations

 

 

(1,112,162

)

 

 

(906,820

)

 

 

(3,681,488

)

 

 

(3,367,966

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant revaluation

 

 

(3,464,381

)

 

 

13,473,948

 

 

 

(9,824,344

)

 

 

8,790,512

 

Other (income) expense

 

 

(99

)

 

 

(36,450

)

 

 

(21,710

)

 

 

(40,084

)

Interest expense

 

 

5,165

 

 

 

799,272

 

 

 

11,705

 

 

 

1,586,499

 

Interest expense - related party

 

 

1,183

 

 

 

 

 

 

6,298

 

 

 

 

 

 

 

(3,458,132

)

 

 

14,236,770

 

 

 

(9,828,051

)

 

 

10,336,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

 

2,345,970

 

 

 

(15,143,590

)

 

 

6,146,563

 

 

 

(13,704,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

2,345,970

 

 

 

(15,143,590

)

 

 

6,146,563

 

 

 

(13,704,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of income taxes

 

 

(82,315

)

 

 

 

 

 

(15,266,896

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,263,655

 

 

$

(15,143,590

)

 

$

(9,120,333

)

 

$

(13,704,893

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

$

0.03

 

 

$

(0.38

)

 

$

0.09

 

 

$

(0.39

)

Discontinued operations

 

$

0.00

 

 

$

0.00

 

 

$

(0.21

)

 

$

0.00

 

Income (loss) per share

 

$

0.03

 

 

$

(0.38

)

 

$

(0.13

)

 

$

(0.39

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.03

 

 

$

(0.38

)

 

$

0.08

 

 

$

(0.39

)

Discontinued operations

 

$

0.00

 

 

$

0.00

 

 

$

(0.21

)

 

$

0.00

 

Income (loss) per share

 

$

0.03

 

 

$

(0.38

)

 

$

(0.13

)

 

$

(0.39

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

W e ighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

71,741,250

 

 

 

39,806,991

 

 

 

71,559,411

 

 

 

34,739,260

 

Diluted

 

72,763,977

 

 

 

39,806,991

 

 

 

72,619,496

 

 

 

34,739,260

 




See accompanying notes to condensed consolidated financial statements


2



 


AS SEEN ON TV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 1, 2013 THROUGH DECEMBER 31, 2013
(UNAUDITED)


 

 

Common Share,
$.0001 Par Value
Per Share

 

 

Additional

 

 

 

 

 

 

 

 

 

Shares

 

 

 

 

 

Paid-In

 

 

Accumulated

 

 

 

 

 

 

Issued

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

  

 

 

 

 

 

 

 

  

  

 

 

Balance April 1, 2013

 

 

71,282,066

 

 

$

7,128

 

 

$

24,293,947

 

 

$

(13,571,849

)

 

$

10,729,226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rounding shares on eDiets transaction

 

 

416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation – options

 

 

 

 

 

 

 

 

802,868

 

 

 

 

 

 

802,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants issued for services

 

 

 

 

 

 

 

 

(114,129

)

 

 

 

 

 

(114,129

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued under consulting agreement

 

 

142,500

 

 

 

14

 

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued under repricing agreement

 

 

316,268

 

 

 

32

 

 

 

(32

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(9,120,333

)

 

 

(9,120,333

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2013

 

 

71,741,250

 

 

$

7,174

 

 

$

24,982,640

 

 

$

(22,692,182

)

 

$

2,297,632

 


 



See accompanying notes to condensed consolidated financial statements


3



 


AS SEEN ON TV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


 

 

Nine Months Ended

December 31,

 

 

 

2013

 

 

2012

 

Cash flows from operating activities:

 

                       

 

 

                        

 

Net income (loss)

 

$

(9,120,333

)

 

$

(13,704,893

)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

918,147

 

 

 

38,190

 

Impairment related to divestiture of meal delivery component

 

 

14,631,439

 

 

 

 

Meal delivery component asset sale

 

 

(1,100,000

)

 

 

 

Amortization of discount on convertible debt

 

 

 

 

 

1,249,793

 

Amortization of deferred financing costs

 

 

 

 

 

305,492

 

Loss on disposal of property and equipment

 

 

33,060

 

 

 

 

Warrants issued for services

 

 

(114,129

)

 

 

134,367

 

Share-based compensation

 

 

802,868

 

 

 

309,675

 

Shares issued for consulting services

 

 

 

 

 

292,496

 

Change in fair value of warrants

 

 

(9,824,344

)

 

 

8,790,512

 

Accrued interest – convertible note

 

 

 

 

 

28,133

 

Inventory write-off

 

 

238,399

 

 

 

231,750

 

Changes in operating assets and liabilities :

 

 

 

 

 

 

 

 

Accounts receivable

 

 

2,270,567

 

 

 

(1,379,105

)

Advances on inventory purchases

 

 

67,455

 

 

 

(31,620

)

Inventories, net

 

 

464,205

 

 

 

(1,114,886

)

Prepaid expenses and other current assets

 

 

357,634

 

 

 

(441,279

)

Increase (decrease) in deposits

 

 

15,319

 

 

 

(2,185

)

Accounts payable, including liabilities related to discontinued operations

 

(1,700,542

)

 

 

638,754

 

Deferred revenue

 

 

(96,191

)

 

 

(27,750

)

Accrued interest expense – related party

 

 

1,955

 

 

 

 

Accrued expenses and other current liabilities

 

 

(435,867

)

 

 

174,093

 

Net cash used in operating activities

 

 

(2,590,358

)

 

 

(4,508,463

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Decrease in restricted cash

 

 

367,189

 

 

 

 

Decrease in note receivable

 

 

 

 

 

(2,000,000

)

Certificate of deposit – non current

 

 

50,489

 

 

 

(382

)

Proceeds from collections of notes receivable

 

 

200,000

 

 

 

 

Purchase of intangible assets

 

 

(98,956

)

 

 

(1,565,525

)

Purchase of property, plant and equipment

 

 

(6,134

)

 

 

(3,627

)

Net cash provided by (used in) investing activities

 

 

512,588

 

 

 

(3,569,534

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible debt

 

 

 

 

 

1,275,000

 

Costs associated with convertible debt

 

 

 

 

 

(162,060

)

Proceeds of note payable

 

 

150,000

 

 

 

159,812

 

Repayment of notes payable

 

 

(135,302

)

 

 

(117,462

)

Repayment of note payable – related party

 

 

(100,000

)

 

 

 

Proceeds from private placements of common stock

 

 

 

 

 

7,287,200

 

Costs associated with private placement of common stock

 

 

 

 

 

(885,611

)

Net cash provided by (used in) financing activities

 

 

(85,302

)

 

 

7,556,879

 

 

 

 

 

 

 

 

 

 

Net cash increase (decrease) in cash and cash equivalents

 

 

(2,163,072

)

 

 

(521,118

)

Cash and cash equivalents - beginning of period

 

 

2,352,730

 

 

 

4,683,186

 

Cash and cash equivalents - end of period

 

$

189,658

 

 

$

4,162,068

 



See accompanying notes to condensed consolidated financial statements


4



 


AS SEEN ON TV, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


 

 

Nine Months Ended

December 31,

 

 

 

2013

 

 

2012

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Interest paid in cash

 

$

3,178

 

 

$

1,219

 

Taxes paid in cash

 

$

 

 

$

 

Non Cash Investment and Financing Activities

 

 

 

 

 

 

 

 

Common shares issued on acquisition deposit

 

$

 

 

$

257,500

 

Warrants issued with debt

 

$

 

 

$

860,112

 

Beneficial conversion feature on note payable

 

$

 

 

$

533,032

 

Warrants issued for asset acquisition

 

$

 

 

$

241,880

 

Liability recorded for asset acquisition

 

$

 

 

$

50,000

 

Insurance premiums financed through note payable

 

$

42,823

 

 

$

155,162

 

Common shares issued in conversion of notes payable

 

$

 

 

$

1,303,133

 

Reclassification of warrant liabilities to equity

 

$

 

 

$

6,386,307

 

Warrants issued in Unit Offering

 

$

 

 

$

5,170,768

 

Shares issued under repricing agreement

 

$

 

 

$

574

 

Shares issued to placement agent in Unit Offering

 

$

 

 

$

10

 


The statement above for the nine month period ending December 31, 2013 combines the cash flows from discontinued operations with the cash flows from continuing operations.  See Note 4 for further discussion of discontinued operations.





See accompanying notes to condensed consolidated financial statements


5



 


AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.

Description of Our Business, Liquidity and Going Concern, and Basis of Presentation


Description of Our Business


As Seen On TV, Inc. (“ASTV”, “we”, “our” or the “Company”) is a direct response marketing company and owner of AsSeenOnTV.com and eDiets.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. Following our February 2013 acquisition of eDiets.com, Inc. (“eDiets”), our business is organized along two segments. The As Seen On TV (“ASTV”) segment is a direct response marketing company that identifies and advises in the development and marketing of consumer products. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4.


On February 28, 2013, we acquired 100% of the outstanding stock of eDiets pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012. Following the closing, eDiets became a wholly owned subsidiary of our Company (See Note 3). Accordingly, the operating results of eDiets are included in the financial statements from the acquisition date.


ASTV, a Florida corporation, was organized in November 2006. Our executive offices are located in Clearwater, Florida.


ASTV


ASTV generates revenues primarily from three channels, including direct response sales of consumer products, sale of consumer products through a “live-shop” TV venue and ownership of the url AsSeenOnTV.com which operates as a web based outlet for our Company and other direct response businesses.


Inventors and entrepreneurs submit products or business concepts for our review. Once we identify a suitable product or concept, we negotiate to obtain global marketing and distribution rights. These marketing and distribution agreements typically provide for revenue sharing in the form of a royalty to the inventor or product owner. As of the date of this report, we have marketed several products with limited success.


Under the terms of an agreement dated November 20, 2013, Tru Hair, Inc., a wholly owned subsidiary of the Company, licensed certain trademarks to a third party in exchange for a cash payment of $25,000 and an undertaking by the third party to use reasonable best efforts to market, distribute and sell certain inventory held by Tru Hair, Inc.


eDiets


eDiets develops and markets Internet-based diet and fitness programs, primarily through the url eDiets.com. eDiets also offered through September 2013, a subscription-based nationwide weight-loss oriented meal delivery service. Digital diet plans are personalized according to an individual’s weight goals, food and cooking preferences, and include the related shopping lists and recipes.


Liquidity and Going Concern


At December 31, 2013, we had a cash balance of approximately $190,000, a working capital deficit of approximately $2.9 million and an accumulated deficit of approximately $22.7 million. We have experienced losses from operations since our inception, and we have relied on a series of private placements and convertible debentures to fund our operations. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable.




See accompanying notes to condensed consolidated financial statements


6



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



We have undertaken, and will continue to implement, various measures to address our financial condition, including:


·

Significantly curtailing costs and consolidating operations, where feasible.

·

Seeking debt, equity and other forms of financing, including funding through strategic partnerships.

·

Reducing operations to conserve cash.

·

Deferring certain marketing activities.

·

Investigating and pursuing transactions with third parties, including strategic transactions and relationships.


There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.


Basis of Presentation


The condensed consolidated financial statements as of December 31, 2013 and for the three month and nine month periods ended December 31, 2013 and 2012 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of December 31, 2013, and the results of operations for the three month and nine month periods ended December 31, 2013 and 2012, the statement of shareholders' equity for the nine months ended December 31, 2013 and the statement of cash flows for the nine month periods ended December 31, 2013 and 2012. The results for the nine months ended December 31, 2013 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of March 31, 2013 has been derived from audited financial statements for the fiscal year ended March 31, 2013. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and the footnotes thereto for the fiscal year ended March 31, 2013 as filed with the Securities and Exchange Commission with our Form 10-K on June 28, 2013 (the "Audited 2013 Financial Statements"). The audit report of EisnerAmper LLP, the Company’s independent registered public accounting firm, dated June 28, 2013, included an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern.


Note 2.

Summary of Significant Accounting Policies


Accounting Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ from these estimates.


We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.


Allowance for Doubtful Accounts: The allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry unit and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability.




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Allowance for Sales Returns : In the direct response industry, purchased items are generally returnable for a certain period after purchase. We attempt to estimate returns and provide an allowance for sales returns where applicable. Our estimates are based on historical experience and knowledge of the products sold. The allowance for estimated sales returns totaled $0 and approximately $209,000 at December 31, 2013 and March 31, 2013, respectively.


Goodwill: Goodwill is not amortized but is subject to periodic testing for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment . The test for impairment was to be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. In connection with the Company’s decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss of $9,300,000 related to the associated goodwill, which was recorded in loss from discontinued operations.


The following provides a roll-forward of the Company’s goodwill:


Balance as of March 31, 2013

$

9,300,000

)

Impairment

 

(9,300,000

)

Balance as of December 31, 2013

$

 


Intangible Assets: Intangible assets include acquired customer relationships, urls and trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five years in accordance with ASC Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment . Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In connection with the Company’s decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded a loss of $5,331,000 which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations.


Income Taxes: We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized.


Restricted Cash


Restricted cash represents funds held by eDiets credit card processors.


Revenue Recognition


We recognize revenue from product sales in accordance with Financial Accounting Standards Board (“FASB”) ASC 605 — Revenue Recognition . Following agreements or orders from customers, we ship products to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer’s order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured.


We recognized deferred revenue for our dietary meal delivery program as payment is made in advance of the actual meal delivery. We also recognize deferred revenue related to our online dietary subscription services as payments are made in advance of the full subscription period. As of December 31, 2013 and March 31, 2013, we had recognized deferred revenue of approximately $78,000 and $174,000, respectively.




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The Company has a return policy on its ASTV sales whereby the customer can return any product within 60-days of receipt for a full refund, excluding shipping and handling. However, historically the Company has accepted returns past 60-days of receipt. The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense.


eDiets’ meal delivery revenue, through the divestiture date, was recognized upon delivery and transfer of title to the product. This occurred upon shipment from the Company’s fulfillment center and delivery to the end-customer. eDiets’ digital revenue is generated by the Company offering membership subscriptions to the proprietary content contained in its websites. Subscriptions are paid in advance, mainly via credit/debit cards, and cash receipts are recognized as deferred revenue and are recorded as revenue on a straight-line basis over the period of the digital plan subscription.


Receivables


Accounts receivable consists of amounts due from the sale of our direct response, home shopping related products and dietary programs. Our allowance for doubtful accounts at December 31, 2013 and March 31, 2013, totaled $0 and $152,000, respectively. The allowances are estimated based on historical customer experience and industry knowledge.


Inventories and Advances on Inventory Purchases


Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value.


Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. Upon delivery and receipt by the Company of the items ordered, and the Company taking title to the goods, the balances are transferred to inventory.


Property and Equipment, net


We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease.


Property and equipment, net consists of the following:


Property and equipment

 

Estimated

Useful Lives

 

December 31,
2013

 

March 31,
2013

 

Computers and software

 

3 Years

 

$

61,892

 

$

120,041

 

Office equipment and furniture

 

5-7 Years

 

 

67,693

 

 

94,248

 

Leasehold improvements

 

1-3 Years

 

 

62,610

 

 

62,610

 

 

 

 

 

 

192,195

 

 

276,899

 

Less: accumulated depreciation and amortization

 

 

 

 

(141,576

)

 

(132,098

)

 

 

 

 

$

50,619

 

$

144,801

 


Depreciation and amortization expense totaled approximately $9,000 and $52,000 for the three and nine month periods ended December 31, 2013, respectively, and $13,000 and $38,000 for the three and nine month periods ending December 31, 2012.




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Intangible Assets


Intangible assets consisted of the following at December 31, 2013 and March 31, 2013:


 

 

March 31,

2013

 

 

Amortization

Expense

for the

Nine Months

Ended

December 31,

2013

 

 

Impairment

 

 

Additions

 

 

December 31,

2013

 

Estimated

Useful Life

Customer relationships

 

$

6,000,000

 

 

$

 

 

 

$

(5,000,000

)

 

$

 

 

$

1,000,000

 

5 years

URL’s

 

 

1,000,000

 

 

 

 

 

 

 

(660,000

)

 

 

98,956

 

 

 

438,956

 

5 years

Trademarks

 

 

859,439

 

 

 

 

 

 

 

(588,439

)

 

 

 

 

 

271,000

 

5 years

AsSeenOnTV.com

 

 

2,839,216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,839,216

 

Indefinite

 

 

 

10,698,655

 

 

 

 

 

 

 

(6,248,439

)

 

 

98,956

 

 

 

4,549,172

 

 

Accumulated amortization

 

 

(131,000

)

 

 

(866,500

)

 

 

917,000

 

 

 

 

 

 

(80,550

)

 

 

 

$

10,567,655

 

 

$

(866,500

)

 

$

(5,331,439

)

 

$

98,956

 

 

$

4,468,622

 

 


Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.


The straight-line method is being used to amortize the Company’s finite lived intangible assets over their respective lives. Related amortization expense recognized was approximately $81,000 and $867,000 for the three and nine month periods ended December 31, 2013, respectively. Amortization expense for the next five succeeding fiscal years is estimated as follows:


March 31,

 

2014 remaining three months

$   90,000

2015

$ 342,000

2016

$ 342,000

2017

$ 342,000

2018

$ 342,000

2019

$ 171,000


Earnings (Loss) Per Share


Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding.


The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive:


 

 

Three Months Ended

December 31,

 

 

Nine Months Ended

December 31,

 

 

 

2013

 

 

2012

 

 

2013

 

 

2012

 

Stock options

  

 

7,992,963

 

 

 

1,606,359

 

 

 

7,992,963

 

 

 

1,231,136

 

Warrants

 

 

64,833,369

 

 

 

64,172,176

 

 

 

64,833,369

 

 

 

58,978,667

 

 

 

 

72,826,332

 

 

 

65,778,535

 

 

 

72,826,332

 

 

 

60,209,803

 




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Concentration of Credit Risk


Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is limited to $288,765 at December 31, 2013. Credit is extended to our customers, based on an evaluation of a customer’s financial condition and collateral is not required.


Advertising and Promotional Costs


Advertising and promotional costs are expensed when incurred and totaled approximately $4,000 and $16,000 for the three month periods ended December 31, 2013 and 2012, respectively, and approximately $34,000 and $70,000 for the nine month periods ended December 31, 2013 and 2012, respectively.


Fair Value Measurements


FASB ASC 820 — Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on December 31, 2013 and March 31, 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.


FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).


The three levels of the fair value hierarchy are as follows:


Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.


Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.


Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.


The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables is not practicable due to their related party nature.




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Accounting Standards Updates


There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2013 Financial Statements that are of material significance, or have potential material significance to the Company.


Principles of Consolidation


The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All inter-company account balances and transactions have been eliminated in consolidation.


Note 3.

eDiets Acquisition and Sale of Meal Delivery Service


On February 28, 2013, the Company completed the purchase of 100% of the outstanding common stock of eDiets.com, Inc., a publicly held company organized under the laws of the State of Delaware (“eDiets”), offering subscription-based weight-loss oriented meal delivery service and individualized digital subscription-based weight-loss and wellness programs. Pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012 we issued an aggregate of 19,077,686 shares of our common stock, at the ratio of 1.2667 shares of our common stock for each outstanding share of eDiets’ common stock, to the eDiets’ stockholders. Following the closing, eDiets became a wholly owned subsidiary of our Company.


At completion, we believed the acquisition of eDiets could create a more scalable business and facilitate our strategic objective of becoming one of the top providers of ecommerce products and solutions. In addition, while there were no assurances, it was anticipated that the acquisition would allow us to expand our product offerings, realize potential synergies in marketing and media purchases, realize potential cost savings in administrative expenses and the costs associated with public company compliance, and take advantage of product cross-selling opportunities.


The total purchase price for eDiets was approximately $15.1 million. The purchase price consisted of approximately (i) $2.4 million in cash, (ii) $11.1 million in the Company’s common stock, valued based on the closing price of the stock on February 28, 2013, (iii) $0.9 million representing the fair value of the Company’s options issued to eDiets’ employees and warrants issued to eDiets consultants, and (iv) assumed liability of $600,000 in principal and $92,057 of related accrued interest in eDiets notes payable to related parties, which converted into 988,654 shares of common stock at $0.70 per share and warrants to purchase 494,328 shares of common stock of the Company, all pursuant to the Agreement and Plan of Merger. In accordance with accounting standards of business combinations, we accounted for the acquisition of eDiets under the acquisition method. Under the acquisition method, the assets acquired and liabilities assumed at the date of acquisition were recorded in the consolidated financial statements at their respective fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. eDiets’ results of operations are included in our consolidated financial statements from the date of acquisition.




12



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The determination of the estimated fair value of the acquired assets and liabilities assumed required management to make significant estimates and assumptions. We determined the fair value by applying established valuation techniques, based on information that management believed to be relevant to this determination. The following table summarizes the purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition:


Cash and cash equivalents

 

$

241,344

 

Restricted cash

 

 

450,000

 

Accounts receivable

 

 

118,172

 

Inventory

 

 

75,522

 

Prepaid expenses and other assets

 

 

275,170

 

Property, plant and equipment

 

 

61,342

 

Intangibles

 

 

 

 

Customer relationships

 

 

6,000,000

 

URL’s

 

 

1,000,000

 

Trademarks

 

 

859,439

 

Total assets acquired

 

 

9,080,989

 

 

 

 

 

 

Accounts payable

 

 

(2,318,986

)

Accrued expenses

 

 

(443,364

)

Notes payable

 

 

(463,672

)

Total liabilities assumed

 

 

(3,226,022

)

Net assets acquired

 

$

5,854,967

 


The purchase price exceeded the fair value of the net assets acquired by $9,300,000, which was recorded as goodwill. Acquisition costs, consisting of legal, consulting and other costs related to the acquisition aggregated approximately $278,000 and included $82,650 for an acquisition consulting fee payable in 142,500 shares of common stock which were issued in July 2013.


In connection with the Company’s decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss which is included in discontinued operations. See Note 4.


The accompanying condensed consolidated financial statements do not include any revenues or expenses related to the eDiets business on or prior to February 28, 2013, the closing date of the acquisition. The condensed consolidated statements of operations for the three month and nine month periods ended December 31, 2013 include a loss from discontinued operations of approximately $82,000 and $15,267,000, respectively, related to eDiets.


In connection with the acquisition, the Company acquired an aggregate of $463,672 of notes payable, consisting of $100,000 due to a former director of eDiets, $100,000 due to a former director of eDiets who is currently a director of the Company and $263,672 due to a former landlord of eDiets. The annual interest rate on the director and former director notes is 5%. The landlord note is interest free, absent default.


In addition, under the provisions of ASC 805— Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets’ options replaced was recorded as consideration in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options, totaling approximately $694,000, was recognized as compensation cost in the fiscal year ended March 31, 2013.


At the time of acquisition, eDiets had approximately $61.2 million in net operating loss carryforwards. Those net operating loss carryforwards will be subject to the Internal Revenue Code 382 ownership change rules which will limit future use by eDiets, as a subsidiary of the Company, to approximately $0.50 million per year.




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 4.

Discontinued Operations


On October 11, 2013, the Company completed the sale to Chefs Diet National Co., LLC (“Chef’s Diet”), a subsidiary of Chef’s Diet Corp., of certain assets (the “Meal Delivery Assets”) relating to the eDiets meal delivery business pursuant to an Asset Purchase and Revenue Sharing Agreement (the “Agreement”) dated August 23, 2013 between eDiets and Chef’s Diet. The disposed assets consist primarily of a customer database of active and inactive eDiets customers. In addition, eDiets granted Chef’s Diet a perpetual royalty-free license to content and certain other intellectual property used in connection with the eDiets meal delivery business. While the transaction was not completed until October 11, 2013, the transaction met the criteria of held-for-sale accounting as of September 30, 2013 and has been presented in accordance with the provisions of ASC 205- 20 Discontinued Operations for all periods presented.


The base sales price of $1.1 million consisted of an initial cash payment of $200,000, of which $100,000 was collected prior to September 30, 2013, with the additional $100,000 collected during the three months ended December 31, 2013, plus deferred cash payments totaling $900,000 payable as follows: (i) eight quarterly payments beginning January 1, 2014 in an amount equal to the greater of $56,250 or seven percent of adjusted gross revenue for the immediately preceding period, and (ii) eight quarterly payments beginning January 1, 2016 in an amount equal to the greater of $56,250 or five percent of adjusted gross revenue for the immediately preceding period. In addition, Chef’s Diet will make up to four quarterly bonus payments of up to $50,000 each if it meets certain customer acquisition and retention targets.


The Company’s meal delivery operations were a component of our eDiets subsidiary which delivered fresh and frozen diet or wellness focused meals to our customers. Management believes this divestiture will allow the Company to streamline its operations and focus its limited recourses on ecommerce based platforms, which it believes is the future of the dietary and wellness industries.


In connection with the Agreement, the Company retained a perpetual, nonexclusive, worldwide, royalty free right and license to use the Meal Delivery Assets in its business provided that it shall not utilize such assets to promote any fresh, frozen or prepared meal program, as defined.


For the three month and nine month periods ending December 31, 2013, the Company’s meal delivery component had operational losses of $82,000 and $1,735,000, respectively. As a result of this divestiture, the Company recognized a non-cash charge of $14,631,000, including a write down of goodwill of $9,300,000 and $5,331,000 in identifiable intangible assets, resulting from the Company’s determination that it would not be able to recover the carrying value of its investment in this component and that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded the related loss in discontinued operations. As a result of this impairment, the Company carries no remaining goodwill. No tangible assets or liabilities were transferred in the divestiture of the meal delivery component.


The results of operations for the meal delivery component has been reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. The following table summarizes the results of operations for the discontinued component:


 

 

Three Months

Ended

December 31,

2013

 

 

Nine Months

Ended

December 31,

2013

 

Net sales

 

$

23,692

 

 

$

1,975,673

 

Operating (loss)

 

 

(82,315

)

 

 

(1,735,457

)

Asset sale

 

 

 

 

 

1,100,000

 

Impairment charge related to goodwill and finite-lived intangibles

 

 

 

 

 

(14,631,439

)

Income tax benefit (expense)

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

$

(82,315

)

 

$

(15,266,896

)




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AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 5.

Prepaid expenses and other current assets


Components of prepaid expenses and other current assets consist of the following:


 

 

December 31,

2013

 

 

March 31,

2013

 

 

 

 

 

 

 

 

Prepaid license fees

 

$

27,528

 

 

$

23,550

 

Prepaid insurance

 

 

312,244

 

 

 

388,690

 

Prepaid investor relations fees

 

 

 

 

 

8,475

 

Prepaid talent fees

 

 

110,414

 

 

 

204,167

 

Prepaid professional fees

 

 

 

 

 

57,055

 

Prepaid medical and related insurance

 

 

 

 

 

46,011

 

Prepaid expenses – other

 

 

291

 

 

 

64,502

 

 

 

$

450,477

 

 

$

792,450

 


Note 6.

Accrued expenses and other current liabilities


Accrued expenses and other current liabilities consist of the following:


 

 

December 31,

2013

 

 

March 31,

2013

 

 

 

 

 

 

 

 

Accrued compensation

 

$

132,333

 

 

$

137,505

 

Accrued warranty

 

 

10,836

 

 

 

52,000

 

Accrued sales returns

 

 

 

 

 

156,838

 

Accrued professional fees

 

 

69,500

 

 

 

159,000

 

Accrued rents

 

 

2,651

 

 

 

2,874

 

Accrued severance

 

 

59,773

 

 

 

179,318

 

Accrued other

 

 

16,772

 

 

 

40,195

 

 

 

$

291,865

 

 

$

727,730

 


Note 7.

Warrant Liabilities


Warrants issued in connection with several private placements contain provisions that protect holders from a decline in the issue price of our common stock (or “down-round” provisions) or that contain net settlement provisions. The Company accounts for these warrants as liabilities instead of equity. Down-round provisions reduce the exercise or conversion price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise or conversion price of those instruments or issues new warrants or convertible instruments that have a lower exercise or conversion price. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of physically exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a “fixed-for-fixed” option.


The Company recognizes these warrants as liabilities at their fair value and remeasures them at fair value on each reporting date.


The assumptions used in connection with the valuation of warrants issued were as follows:


 

 

December 31,

2013

 

March 31,

2013

 

 

Number of shares underlying the warrants

 

47,726,100

 

 

47,726,100

 

 

 

Exercise price

 

$0.595 - $0.80

 

 

$0.595 - $0.80

 

 

 

Volatility

 

150

%

 

133

%

 

 

Risk-free interest rate

 

0.38%-1.27

%

 

0.36%-0.77

%

 

 

Expected dividend yield

 

0.00

%

 

0.00

%

 

 

Expected warrant life (years)

 

1.96 - 4.00

 

 

2.50 – 4.75

 

 

 

Stock price

 

$0.08

 

 

$0.35

 

 

 




15



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Recurring Level 3 Activity and Reconciliation


The tables below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). The table reflects gains and losses for the nine month period ended December 31, 2013, for all financial liabilities categorized as Level 3 as of December 31, 2013.


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)


 

 

March 31,

2013

 

 

Initial

Measurements

 

 

Increase

(Decrease)

in

Fair Value

 

 

Reclassed to

Equity

 

 

December 31,

2013

 

2011 Unit Offering

 

$

8,531,735

 

 

$

 

 

$

(7,111,367

)

 

$

 

 

$

1,420,368

 

2011 Unit Offering Placement Agent

 

 

1,073,855

 

 

 

 

 

 

(895,079

)

 

 

 

 

 

178,776

 

2012 Bridge Warrant

 

 

231,691

 

 

 

 

 

 

(206,020

)

 

 

 

 

 

25,671

 

2012 Bridge Warrant Placement Agent

 

 

46,338

 

 

 

 

 

 

(41,204

)

 

 

 

 

 

5,134

 

2012 Unit Offering

 

 

1,268,686

 

 

 

 

 

 

(1,129,571

)

 

 

 

 

 

139,115

 

2012 Unit Offering Placement Agent

 

 

432,735

 

 

 

 

 

 

(349,568

)

 

 

 

 

 

83,167

 

2013 Merger related notes converted

 

 

104,266

 

 

 

 

 

 

(91,535

)

 

 

 

 

 

12,731

 

 

 

$

11,689,306

 

 

$

 

 

$

(9,824,344

)

 

$

 

 

$

1,864,962

 


 

 

March 31,

2012

 

 

Initial

Measurements

 

 

Increase

(Decrease)

in

Fair Value

 

 

Reclassed to

Equity

 

 

December 31,

2012

 

2011 Bridge Warrant

 

$

6,604,706

 

 

$

 

 

$

(966,334

)

 

$

(5,638,372

)

 

$

 

2011 Bridge Warrant Placement Agent

 

 

876,119

 

 

 

 

 

 

(128,184

)

 

 

(747,935

)

 

 

 

2011 Unit Offering

 

 

15,816,980

 

 

 

 

 

 

8,819,955

 

 

 

 

 

 

24,636,935

 

2011 Unit Offering Placement Agent

 

 

2,499,810

 

 

 

 

 

 

601,142

 

 

 

 

 

 

3,100,952

 

2012 Bridge Warrant

 

 

 

 

 

716,760

 

 

 

62,430

 

 

 

 

 

 

779,190

 

2012 Bridge Warrant Placement Agent

 

 

 

 

 

143,352

 

 

 

12,485

 

 

 

 

 

 

155,837

 

2012 Unit Offering

 

 

 

 

 

4,075,834

 

 

 

296,021

 

 

 

 

 

 

 

4,371,855

 

2012 Unit Offering Placement Agent

 

 

 

 

 

1,094,936

 

 

 

92,997

 

 

 

 

 

 

 

1,187,933

 

 

 

$

25,797,615

 

 

$

6,030,882

 

 

$

8,790,512

 

 

$

(6,386,307

)

 

$

34,232,702

 


Number of Warrants Subject to Remeasurement

 

 

Number of Warrants

 

 

 

March 31,

 

 

Warrant

 

 

December 31,

 

 

 

2013

 

 

Additions

 

 

Reductions

 

 

2013

 

2011 Unit Offering

 

 

33,277,842

 

 

 

 

 

 

 

 

 

33,277,842

 

2011 Unit Offering Placement Agent

 

 

4,726,892

 

 

 

 

 

 

 

 

 

4,726,892

 

2012 Bridge Warrant

 

 

1,137,735

 

 

 

 

 

 

 

 

 

1,137,735

 

2012 Bridge Warrant Placement Agent

 

 

227,546

 

 

 

 

 

 

 

 

 

227,546

 

2012 Unit Offering

 

 

6,300,213

 

 

 

 

 

 

 

 

 

6,300,213

 

2012 Unit Offering Placement Agent

 

 

1,561,544

 

 

 

 

 

 

 

 

 

1,561,544

 

2013 Merger related notes converted

 

 

494,328

 

 

 

 

 

 

 

 

 

494,328

 

 

 

 

47,726,100

 

 

 

 

 

 

 

 

 

47,726,100

 


Note 8.

Related Party Transactions


Concurrent with the Company’s acquisition of eDiets on February 28, 2013, the Company issued 988,654 shares of common stock and warrants to purchase 494,328 shares of common stock in settlement of $600,000 of related eDiets party debt and $92,057 in related interest to an eDiets director and one former director. In addition, during the second quarter, the Company repaid $50,000 in principal to our director, and the remaining $50,000 was repaid with related interest in the third quarter.




16



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



For the period April 1, 2013 through December, 31, 2013, the Company recognized related party interest expense of $6,298 with related accrued interest of $2,380 at December 31, 2013.


On December 23, 2013, the Company entered into a Note Purchase Agreement with Infusion Brands International, Inc. The Note Purchase Agreement was executed in connection with a possible merger between Infusion Brands and the Company. This agreement provided for a series of notes totaling up to $500,000 through April 15, 2014. As of December 31, 2013, the Company had borrowed $150,000 under this agreement. The notes bear interest at 12% per annum and, if no merger between the parties is completed, mature on June 30, 2014. At December 31, 2013, the Company had accrued $400 of related party interest under the initial note.


Note 9.

Notes Payable


In connection with the acquisition of eDiets on February 28, 2013, the Company assumed an aggregate of $463,672 of notes payable, consisting of (i) $100,000 owed to a former director of eDiets who is currently a director of the Company, which matured on June 30, 2013 (ii) $100,000 owed to a former director of eDiets, which matured on June 30, 2013, but has not been repaid and (iii) $263,672 owed to a former landlord of eDiets, which is payable in equal monthly installments, the last of which matures on October 1, 2015. All notes are unsecured and the director and former director notes carry an interest rate of 5% per annum. The landlord note is interest free, absent default.


At December 31, 2013 and March 31, 2013, the Company had notes payable – current portion of $383,138 and $281,805, respectively. At December 31, 2013 and March 31, 2013, notes payable – current portion included $102,060 due to the former landlord and $100,000 due to the former director of eDiets. In addition, the balances include amounts due under insurance related notes payable. Annual interest rates on these notes range from 5% to 8.4%.


Notes payable non-current includes $76,472 and $153,107, due to a former landlord at December 31, 2013 and March 31, 2013, respectively, and $30,000 and $40,000 due through fiscal 2016, respectively, due under our asset purchase agreement with Seen On TV.


Note 10.

Commitments and Contingencies


In connection with the eDiets acquisition, on September 10, 2012, the Company received notice of a complaint filed in Broward County, Florida by an eDiets stockholder against eDiets, members of the board of directors of eDiets and the Company, alleging that eDiets breached its fiduciary duty to its stockholders by entering into the transaction for inadequate consideration. Prior to the deadline for the defendants to answer the complaint, the plaintiff and the defendants in the case filed a stipulation with the court allowing the plaintiff to file an amended complaint. The Company’s acquisition of eDiets was consummated on February 28, 2013. On November 19, 2013, the plaintiff voluntarily dismissed the case without prejudice.




17



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. The term of the agreement is for one year and will be automatically renewed for successive one-year periods unless a notice of non-renewal is given by either party or the agreement is otherwise terminated sooner in accordance with its provisions. Pursuant to the agreement, Mr. Pruett will receive an annual base salary of $275,000, together with an additional salary of $275,000 during the first year of his employment with us. Mr. Pruett’s base salary may be increased from time to time as determined by the compensation committee of the board of directors. Mr. Pruett voluntarily waived his right to receive payments on his additional salary of $275,000 beginning with the payroll period ending February 10, 2014 and continuing until Mr. Pruett otherwise notifies the Company. In addition to his base salary, Mr. Pruett will be entitled to receive an annual cash bonus calculated by reference to our actual performance during the immediately preceding fiscal year measured against a revenue and adjusted EBITDA (earnings before income taxes, depreciation and amortization) target to be established by Mr. Pruett and the compensation committee and approved by the board of directors. As of February 10, 2014, Mr. Pruett and the compensation committee had yet to establish a revenue and adjusted EBITDA target for our fiscal year ending March 31, 2014. Mr. Pruett also received an option grant to purchase 425,000 shares (the “First Option Grant”) of our common stock and a second option grant to purchase 2,625,000 shares (the “Second Option Grant”) of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett became entitled to receive subsequent grants of stock and options, at the compensation committee’s option, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. As of February 10, 2014, Mr. Pruett was not granted any additional stock options.


If Mr. Pruett’s employment is terminated due to death, his estate will receive (i) six months’ base salary at his then current rate in a lump sum payment and (ii) one year of continued coverage under the Company’s employee benefit plans. If Mr. Pruett’s employment is terminated due to disability, he will receive (i) six months’ base salary at his then current rate, (ii) one year of continued coverage under the Company’s employee benefit plans and (iii) any earned but unpaid bonuses, provided that the Company may credit against such amounts any proceeds paid to Mr. Pruett with respect to any disability policy maintained for his benefit. If Mr. Pruett’s employment is terminated by the Company without cause or following a change in control or by Mr. Pruett for good reason or following a change in control, Mr. Pruett will receive (i) 12 months’ base salary at his then current rate, (ii) continued provision during such 12-month period of benefits under the Company’s employee benefit plans, (iii) immediate vesting of all granted but unvested stock options and (iv) a prorated payment of any bonus or other payments earned in connection with any bonus plan in which Mr. Pruett participated at the time of termination. The amount of each payment under (i) shall be reduced by one dollar for each three dollars otherwise payable, until the aggregate amount of all such reductions, together with the aggregate amount of bonus reductions described above, equals $275,000. Mr. Pruett will not be entitled to any compensation if his employment is terminated by the Company for cause or by Mr. Pruett in the absence of good reason.


On June 13, 2013, TV Goods, Inc. (“TV Goods”), the Company’s wholly owned subsidiary, entered into a termination agreement (the “Termination Agreement”) with Presser Direct, LLC (“Presser Direct”) under which it terminated a Purchasing and Marketing Agreement (the “P & M Agreement”) between TV Goods and Presser Direct dated March 7, 2012, relating to the manufacture, marketing, sale and distribution of the SeasonAire heater and related product lines. Under the Termination Agreement, TV Goods agreed to pay approximately $309,000 related to previously purchased inventory and approximately $146,000 attributable to royalty payments under the P & M Agreement, of which $65,000 was to be held in escrow pending delivery of replacements for damaged or defective SeasonAire heaters and related products previously sold by TV Goods. TV Goods also agreed to transfer title to certain assets relating to the products, including infomercials and intellectual property, to Presser Direct. Presser Direct agreed to pay TV Goods $50,000 for existing SeasonAire inventory, to assume obligations to make all royalty payments relating to SeasonAire sales after July 31, 2013 and to assume all liabilities relating to the SeasonAire products after June 13, 2013, except for certain warranty obligations relating to SeasonAire products sold prior to that date. TV Goods and Presser Direct released each other from all obligations under the P & M Agreement, so that the only surviving obligations were those arising under the Termination Agreement.




18



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Leases


On February 1, 2012, the Company entered into a new 36-month lease agreement on our existing headquarters facility. Terms of the lease provide for a base rent payments of $7,875 per month for the first twelve months, increasing 3% per year thereafter. The lease contains no provisions for a change in the base rent based on future events or contingent occurrences. In accordance with the provisions ASC 840- Leases , the Company is recognizing lease expenses on a straight-line basis, which total $8,114 per month over the lease term. In connection with the entering into the new leases, the Company recognized income of approximately $71,000 attributable to the recovery of the deferred rent obligation under the previous lease and wrote-off to lease expense $12,420 in security deposits attributable to the prior lease.


During September 2012, eDiets entered into a one year lease for office space in Pompano Beach, Florida. The lease covered approximately 8,800 square feet at a monthly base rent of $9,800 per month. The Company did not renew this lease upon expiration and no longer occupies this facility.


The following is a schedule by year of future minimum rental payments required under our lease agreement on December 31, 2013:


 

 

Operating Lease

 

Year 1

 

$

91,900

 

Year 2

 

 

 

Year 3

 

 

 

Year 4

 

 

 

Year 5

 

 

 

 

 

$

91,900

 


Base rent expense recognized by the Company, attributable to its headquarters facility and eDiets facility was approximately $24,000 and $132,000 for the three month and nine month periods ending December 31, 2013, respectively, and $24,000 and $73,000 for the three month and nine month periods ending December 31, 2012.


Registration Rights


Under the terms of a 2010 private placement, the Company provided that it would use its best reasonable efforts to cause the related registration statement to become effective within 180 days of the termination date, July 26, 2010, of the offering. We have failed to comply with this registration rights provision and are obligated to make pro rata payments to the subscribers under the 2010 private placement in an amount equal to 1% per month of the aggregate amount invested by the subscribers up to a maximum of 6% of the aggregate amount invested by the subscribers. The maximum amount of penalty to which the Company may be subject is $156,000. The Company has a related accrued liability of $156,000 at both December 31, 2013 and March 31, 2013.


Note 11.

Stockholders’ Equity


Capital Stock


Preferred Stock


We are authorized to issue up to 10,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock were issued or outstanding at December 31, 2013 and March 31, 2013, respectively.




19



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Common Stock


At December 31, 2013 and March 31, 2013, we were authorized to issue up to 750,000,000 shares of common stock, $.0001 par value per share.


At December 31, 2013 and March 31, 2013, the Company had 71,741,250 and 71,282,066 shares issued and outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent).


Share Issuances


Common Stock and Warrants


On July 19, 2013, the Company issued 142,500 shares of common stock to National Securities Corporation in consideration for consulting and advisory services provided by National Securities Corporation under an advisory services agreement dated August 14, 2012 in connection with the eDiets merger. The $82,650 was recorded as an expense and additional paid-in capital during fiscal year ended March 31, 2013.


On July 19, 2013, the Company issued an aggregate of 316,268 shares of common stock to the seller of Seen On TV, LLC, in accordance with the anti-dilution protection provisions contained in the June 28, 2012 Seen On TV, LLC asset purchase agreement.


On November 19, 2012, the Company entered into a licensing and endorsement agreement with Eight Entertainment, LLC furnishing celebrity endorsement services. The agreement is for a 24-month term and provides for the celebrity eDiets endorsements, advertising and promotion programs. In consideration the Company agreed to a one-time payment of $250,000 and the issuance of warrants to purchase up to 6,500,000 shares of common stock as follows:


Issuance

 

Number of Shares

 

Exercise Price

 

Date of Issuance

1

 

1,500,000

 

$0.01

 

Within 10 days of effectiveness

2

 

1,250,000

 

$0.25

 

3 months from agreement

3

 

750,000

 

$0.50

 

12 months from agreement

4

 

1,000,000

 

$0.75

 

16 months from agreement

5

 

1,000,000

 

$1.00

 

20 months from agreement

6

 

1,000,000

 

$2.00

 

24 months from agreement

 

 

6,500,000

 

 

 

 


The actual number of warrants to be granted under the agreement was subject to adjustment downward up to 50%, based upon certain performance goals being achieved relating to weight-loss. These provisions constitute a performance commitment within the meaning of ASC 505 — Equity . In accordance with ASC 505 — Equity , when equity instruments are issued to non-employees in exchange for the receipt of goods or services the equity instruments are measured at fair value at the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty’s performance is complete. The agreement does not contain a sufficiently large disincentive for nonperformance as forfeiture of the equity instrument is the sole remedy in the event of nonperformance. Therefore, a final measurement date will not be established until performance is complete and ASC 505 — Equity requires the recognition of expense from the transaction be measured at the then-current lowest aggregate fair value at each reporting period with changes in those lowest aggregate fair values between the reporting periods recognized in earnings. The first of two performance goals was met during March 2013 reducing the potential adjustment downward to 25%. On May 15, 2013, the second performance goal was not achieved and warrants to purchase 1,625,000 shares of common stock exercisable at prices from $0.01 to $2.00 per share were forfeited.




20



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The related campaign talent costs are being recorded in selling and marketing expenses over the performance period of 24 months. The assumptions used at the initial valuation date, November 19, 2012, and December 31, 2013, were as follows:


 

 

Lowest Aggregate Fair Value

 

 

Initial Valuation

 

December 31, 2013

 

 

 

 

 

Number of shares underlying warrants

 

3,250,000

 

4,875,000

Exercise prices

 

$0.01 - $2.00

 

$0.01 - $2.00

Volatility

 

174.0%

 

149.7%

Risk-free interest rate

 

0.33%

 

0.38%

Expected dividend yield

 

0.00%

 

0.00%

Expected warrant life (years)

 

3.00

 

1.90


For the three month and nine month periods ending December 31, 2013, the Company recognized marketing expense or expense (reduction) of approximately $(120,000) and $(114,000), respectively, attributable to warrants issued and approximately $31,000 and $94,000, respectively, attributable to the $250,000 cash component paid.


The Company recognized marketing expense under this agreement of approximately $150,000, including approximately $136,000 attributable to the warrants issued and approximately $14,000 attributable to the cash component for the three and nine month periods ending December 31, 2012.


A summary of warrants outstanding at December 31, 2013, is as follows:


Summary of Warrants Outstanding


Warrant Description

 

Number of
Warrants (A)

 

Exercise
Prices

 

Expiration Dates

 

 

 

 

 

 

 

2010 Other Placements

 

975,000

 

$3.00-$10.00

 

January 13, 2014 - January 24, 2014

2011 Convertible Notes

 

431,251

 

$3.00-$10.00

 

April 11, 2014

2011 Private Placement

 

672,750

 

$3.00-$10.00

 

May 27, 2014 - June 15, 2014

2011 Bridge Warrant

 

8,789,064

 

$0.64

 

August 29, 2014

2011 Bridge Warrant Placement Agent

 

1,165,875

 

$0.64

 

August 29, 2014

2011 Unit Offering

 

33,277,837

(B)

$0.59

 

October 28, 2016

2011 Unit Offering Placement Agent

 

4,726,891

(B)

$0.59

 

October 28, 2016

2010 Other Placements

 

412,500

 

$0.64-$3.15

 

June 1, 2014 - June 22, 2015

2012 Bridge Warrant

 

1,137,735

(B)

$0.77

 

September 7, 2015 - September 20, 2015

2012 Bridge Warrant Placement Agent

 

227,546

(B)

$0.77

 

September 7, 2015

2012 Unit Offering

 

6,300,213

(B)

$0.80

 

November 14, 2015

2012 Unit Offering Placement Agent

 

1,561,544

(B)

$0.70-$0.80

 

November 14, 2017

2012 Talent Compensation

 

4,875,000

 

$0.01-$2.00

 

November 19, 2015

2013 Merger related notes converted

 

494,328

(B)

$0.80

 

November 14, 2015

2013 eDiets Warrants

 

910,835

 

$1.40-$4.74

 

February 7, 2014 - September 11, 2019

 

 

65,958,369

 

 

 

 

———————

(A)

All warrants reflect post anti-dilution and repricing provisions applied.

(B)

Subject to potential further ant-dilution and repricing adjustment (See Note 7).


Equity Compensation Plans


In May 2010, the Company adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the “2010 Plans”) and granted 600,000 options and 450,000 options, respectively.


The fair value of each option is estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time.




21



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



On June 4, 2012, the Company issued 30,000 options to a direct response consultant. The fair value of the options granted was estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:


Number of shares underlying the options

 

 

30,000

 

Exercise price

 

 

$0.87

 

Volatility

 

 

185

%

Risk-free interest rate

 

 

0.68

%

Expected dividend yield

 

 

0.00

%

Expected option life (years)

 

 

5

 


As the options vested upon grant, the entire fair value of $25,100 was charged to stock-based compensation immediately and is included in general and administrative expenses.


On September 24, 2012, the Company’s board of directors adopted the 2013 Equity Compensation Plan (the “2013 Plan” and, together with the 2010 Plans, the “Plans”) with terms similar to the previously adopted 2010 Plans. The 2013 Plan authorized the issuance of up to 3,000,000 options to purchase common stock. The 2013 Plan was modified in March 2013 authorizing the issuance of up to 6,000,000 options. On May 6, 2013, the 2013 Plan was further modified, increasing the shares of common stock reserved for issuance under such plan to 9,000,000 shares.


On December 15, 2012, the compensation committee granted 2,075,000 options from the remaining available options under the Plans. The options were granted to 17 employees and directors of the Company. The options granted vest at 20% per year over a five-year period and expire ten years from grant date. The fair value of the options granted was estimated on the grant date using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:


Number of shares underlying the options

 

 

2,075,000

 

Exercise price

 

 

$0.68

 

Volatility

 

 

177

%

Risk-free interest rate

 

 

1.18

%

Expected dividend yield

 

 

0.00

%

Expected option life (years)

 

 

7

 


On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. As a component of his compensation package the board of directors approved an option grant to purchase 425,000 shares (the “First Option Grant”) of our common stock and a second option grant to purchase 2,625,000 shares (the “Second Option Grant”) of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett became entitled to receive subsequent grants of stock and options, at the compensation committee’s discretion, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. As of February 10, 2014, Mr. Pruett was not granted any additional stock options. If Mr. Pruett’s employment is terminated for any reason, other than by the Company for cause or by Mr. Pruett in the absence of good reason, he shall be entitled to certain compensation and benefits as provided under the agreement. The following table includes the assumptions used in valuing this grant:


Number of shares underlying the option

425,000

 

 

2,625,000

 

Exercise price

$0.35

 

 

$0.70

 

Volatility

137

%

 

137

%

Risk-free interest rate

1.19

%

 

1.19

%

Expected dividend yield

0.00

%

 

0.00

%

Expected option life (years)

7

 

 

7

 




22



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



On August 1, 2013, the Company issued 500,000 stock options to Henrik Sandell to serve as the Company’s chief operating officer. The fair value of the options granted was estimated on the date of grant using the Black Scholes option pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:


Number of shares underlying the options

 

 

500,000

 

Exercise price

 

 

$0.70

 

Volatility

 

 

159.03

%

Risk-free interest rate

 

 

2.15

%

Expected dividend yield

 

 

0.00

%

Expected option life (years)

 

 

7

 


The grant provided that 125,000 options vested upon grant according, $22,250, the fair value of the vested component, was charged to stock based compensation immediately and is included in general and administrative expense.


Mr. Sandell’s options vest under the following schedule:


Percent of Grant

 

Vesting Date

 

 

 

25%

 

August 1, 2013

25%

 

May 1, 2014

25%

 

November 1, 2014

25%

 

May 1, 2015


Stock based compensation for the three month and nine month periods ending December 31, 2013 was approximately $186,000 and $803,000, respectively. Stock based compensation for the three month and nine month periods ending December 31, 2012 was approximately $175,000 and $310,000, respectively. Stock based compensation for all periods presented are included in general and administration expenses, in the accompanying condensed consolidated statements of operations.


Information related to options granted under our option plans at December 31, 2013 and, 2012 and activity for each of the nine months then ended is as follows:


 

 

Shares

 

Weighted

Average

Exercise

Price

 

Weighted Average
Remaining
Contractual Life
(Years)

 

Aggregate
Intrinsic Value

 

Outstanding at April 1, 2013

 

 

5,933,708

(A)

$

2.32

 

 

6.55

 

$

44,475

 

Granted

 

 

3,550,000

 

 

0.66

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(1,461,357

)

 

5.97

 

 

 

 

 

Expired

 

 

(29,388

)

 

0.83

 

 

 

 

 

Outstanding at December 31, 2013

 

 

7,992,963

 

$

1.39

 

 

7.35

 

$

 

Exercisable at December 31, 2013

 

 

4,756,713

 

$

2.52

 

 

6.03

 

$

 


 

 

Shares

 

Weighted

Average

Exercise

Price

 

Weighted Average
Remaining
Contractual Life
(Years)

 

Aggregate
Intrinsic Value

 

Outstanding at April 1, 2012

 

 

1,025,000

 

$

1.31

 

 

 

$

 

Granted

 

 

2,105,000

 

 

0.68

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(12,500

)

 

0.96

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2012

 

 

3,117,500

 

$

0.89

 

 

7.67

 

$

 

Exercisable at December 31, 2012

 

 

880,000

 

$

1.37

 

 

3.02

 

$

 

———————

(A)

Includes 2,816,208 eDiets acquisition adjusted replacement options.




23



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The weighted average grant date fair value of unvested options at December 31, 2013, was approximately $1,256,000 and will be expensed over a weighted average period of 6.33 years.


As of December 31, 2013, there were 4,822,500 options available for further issuance under the Plans.


In addition, under the provisions of ASC 805—Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets’ options replaced of $604,218 was recorded as consideration transferred in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options was recognized as compensation cost in the year ended March 31, 2013 since substantially all of the options were fully vested. Accordingly, the Company recorded $694,000 in stock-based compensation in March 2013.


No tax benefits are attributable to our share based compensation expense recorded in the accompanying financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. For stock options, the amount of the tax deductions is generally the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise.


In the event of any stock split of our outstanding shares of common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Grants under the Plans may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.


At the effective time of the merger with eDiets, each eDiets option that remained outstanding and unexercised following the effective time was deemed amended and is now exercisable for shares of our common stock. The terms and conditions of the options remained the same, except that the number of shares covered by the option, and the exercise price was adjusted to reflect the exchange ratio of 1.2667. The exercise price per share is now equal to the exercise price prior to the effective time, divided by the exchange ratio. The above discussion reflects options and shares adjusted for the exchange ratio.


Note 12.

Segment Reporting


Commencing February 28, 2013, effective with the Company’s acquisition of eDiets, the Company organized its business into two operating segments to better align its organization based upon the Company’s management structure, products and services offered, markets served and types of customers. The ASTV segment derives its revenues from the marketing and sale of consumer direct response products, including Internet and TV “live shop” venues. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4. Management reviews financial information presented on an operating segment basis for the purpose of making certain operating decisions and assessing financial performance.


Corporate and other expenses include costs that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses. Corporate and other assets include cash and cash equivalents, prepaid expenses and deposits.




24



AS SEEN ON TV, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The following tables reflect results of operations from our business segments for the three month and six month periods ending December 31, 2013:


 

 

Three Months Ended December 31, 2013

 

 

 

ASTV

 

 

eDiets

 

 

Corporate

and other

 

 

Total

 

Revenues

 

$

373,901

 

 

$

128,606

 

 

$

 

 

$

502,507

 

Costs of revenues

 

 

414,739

 

 

 

42,464

 

 

 

 

 

 

457,203

 

Gross profit (loss)

 

 

(40,838

)

 

 

86,142

 

 

 

 

 

 

45,304

 

Gross profit (loss) %

 

 

(11%

)

 

 

67%

 

 

 

0%

 

 

 

9%

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated operating expenses:

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

 

43,981

 

 

 

(101,909

)

 

 

 

 

 

(57,928

)

General and administrative expenses

 

 

559,726

 

 

 

95,299

 

 

 

560,369

 

 

 

1,215,394

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(644,545

)

 

 

92,752

 

 

 

(560,369)

 

 

 

(1,112,162

)

Revaluation of warrants and interest

 

 

(815

)

 

 

(4,534

)

 

 

3,463,483

 

 

 

3,458,132

 

Loss from discontinued operations

 

 

 

 

 

(82,315

)

 

 

 

 

 

(82,315

)

Net income (loss) before taxes

 

$

(645,360

)

 

$

5,903

 

 

$

2,903,112

 

 

$

2,263,655

 


 

 

Nine Months Ended December 31, 2013

 

 

 

ASTV

 

 

eDiets

 

 

Corporate

and other

 

 

Total

 

Revenues

 

$

1,233,092

 

 

$

656,901

 

 

$

 

 

$

1,889,993

 

Costs of revenues

 

 

1,141,667

 

 

 

73,514

 

 

 

 

 

 

1,215,181

 

Gross profit

 

 

91,425

 

 

 

583,387

 

 

 

 

 

 

674,812

 

Gross profit %

 

 

7%

 

 

 

89%

 

 

 

 

 

 

36%

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

 

126,915

 

 

 

(60,933

)

 

 

 

 

 

65,982

 

General and administrative expenses

 

 

2,324,192

 

 

 

196,119

 

 

 

1,770,007

 

 

 

4,290,318

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(2,359,682

)

 

 

448,201

 

 

 

(1,770,007

)

 

 

(3,681,488

)

Revaluation of warrants and interest

 

 

1,186

 

 

 

1,558

 

 

 

9,824,307

 

 

 

9,828,051

 

Loss from discontinued operations

 

 

 

 

 

(15,266,896

)

 

 

 

 

 

(15,266,896

)

Net income (loss) before taxes

 

$

(2,358,496

)

 

$

(14,817,137

)

 

$

8,055,300

 

 

$

(9,120,333

)


Note 13.

Subsequent Events


Ronald C. Pruett, Jr., the Company’s chief executive officer, voluntarily waived his right to receive Additional Compensation, as defined in Section 3(a) of his employment agreement with the Company, beginning with the payroll period ending February 10, 2014 and continuing until Mr. Pruett otherwise notifies the Company. See Note 10.





25





ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our management’s beliefs, assumptions and expectations and on information currently available to our management. Generally, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements, which generally are not historical in nature. All statements that address operating or financial performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including, without limitation, our expectations with respect to product sales, future financings, or the commercial success of our products or services. We may not actually achieve the plans, projections or expectations disclosed in our forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules of the Securities and Exchange Commission (the “SEC”). Forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, those described from time to time in our future reports filed with the SEC.


The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited interim consolidated condensed financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.


Overview


As Seen On TV, Inc. (“ASTV”, “we”, “our” or the “Company”) is a direct response marketing company and owner of AsSeenOnTV.com and eDiets.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. In February 2013 we acquired eDiets.com, Inc. (“eDiets”) and following this transaction our business is organized along two segments. The ASTV segment is a direct response marketing company that identifies and advises in the development and marketing of consumer products. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service.


Although the Company made the decision to divest its dietary meal component in September 2013, when considering the acquisition of eDiets, we believed that the combination could create a stronger, more scalable business and facilitate our strategic objective of becoming one of the top providers of ecommerce products and solutions.


To more effectively facilitate the integration of the two companies, and in an effort to enhance our abilities to achieve the expected benefits of the acquisition of eDiets, in May 2013, Ronald C. Pruett Jr. joined our Company as chief executive officer.




26





Since the hiring of Mr. Pruett and the closing of the acquisition of eDiets, we have undertaken extensive internal changes which we believe, when completed, will enable us to operate as a combined organization, utilizing common information and communication systems, operating procedures, financial controls and human resources practices. Those changes include a significant reduction in personnel and an enhanced emphasis brought about in part through the divestiture of our meal delivery service in our second fiscal quarter allowing the Company to better focus our limited resources on the eDiets digital subscription-based plans. In addition, we have directed significant Company resources to develop and deploy our ecommerce platforms on behalf of third parties, which we believe may prove more profitable for the Company. Under this structure, we would not recognize total revenue with sales transactions but rather a negotiated percentage of each transaction. This approach, if successful, would eliminate many costs and the administrative burden of purchasing and carrying inventories, while capitalizing on our ecommerce platforms and distribution potential already owned by the Company.


We believe this shift in focus to-ecommerce based revenues could be accomplished principally through maximizing resources and assets already held by the Company. While we currently receive a royalty through our ownership of the url AsSeenOnTV.com, this outlet presents the opportunity to generate revenues from both referrals or the placement and distribution of our own products or products for which we will receive a licensing fee. Distribution of third party products through this channel provides us with the opportunity to expand revenues without a costly proportionate expansion of infrastructure, including support personal and inventory purchase and management costs.


We also intend to continue to expand our management fee program for products featured in live televised shopping venues. As with an enhanced ecommerce program, partnering with successful product owners provides us with the opportunity to increase revenues across many product sectors, lending our expertise and access without a costly investment in infrastructure or inventory.


Within our eDiets subsidiary we intend to significantly expand our existing digital subscription program, coupled with strong celebrity endorsements. We have already commenced executing under this program with our relationships with well-known celebrities. In furtherance of our shift to focus to ecommerce platforms and to reduce operating expenses, on October 11, 2013, the Company completed the sale to Chefs Diet National Co., LLC (“Chef’s Diet”), a subsidiary of Chef’s Diet Corp., of certain assets (the “Meal Delivery Assets”) relating to the eDiets meal delivery business pursuant to an Asset Purchase and Revenue Sharing Agreement (the “Agreement”) dated August 23, 1013 between eDiets and Chef’s Diet. The disposed assets consist primarily of a customer database of active and inactive eDiets customers. In addition, eDiets granted Chef’s Diet a perpetual royalty-free license to content and certain other intellectual property used in connection with the eDiets meal delivery business. While the transaction was not completed until October 11, 2013, the transaction met the criteria of held-for-sale accounting as of September 30, 2013 and has been presented in accordance with the provisions of ASC 205- 20 Discontinued Operations for all periods presented.


The base sales price of $1.1 million consisted of an initial cash payment of $200,000, which was collected prior to December 31, 2013, plus deferred cash payments totaling $900,000 payable as follows: (i) eight quarterly payments beginning January 1, 2014 in an amount equal to the greater of $56,250 or seven percent of adjusted gross revenue for the immediately preceding period, and (ii) eight quarterly payments beginning January 1, 2016 in an amount equal to the greater of $56,250 or five percent of adjusted gross revenue for the immediately preceding period. In addition, Chef’s Diet will make up to four quarterly bonus payments of up to $50,000 each if it meets certain customer acquisition and retention targets. The elimination of our meal delivery program, while having a negative effect on revenues in the near term, has had, and is expected to have, a significant reduction in operating expenses. As a result of this divestiture, the meal delivery component of our dietary programs has been recorded as a discontinued operation in our condensed consolidated financial statements.


In connection with the Agreement, the Company retained a perpetual, nonexclusive, worldwide, royalty free right and license to use the Meal Delivery Assets in its business provided that it shall not utilize such assets to promote any fresh, frozen or prepared meal program, as defined.




27





On December 18, 2013, the Company entered into a memorandum of understanding with Infusion Brands for the acquisition of Infusion Brands in a stock-for-stock transaction. The terms of the memorandum of understanding provide that, in exchange for 100% of the outstanding shares of Infusion Brands, the Company will issue a number of shares of its common stock to the shareholders of Infusion Brands to enable them to own in the aggregate 75% of the outstanding shares of the Company. The closing of the transaction is subject to a number of conditions precedent, including, but not limited to:


·

the satisfactory completion of due diligence on each company by the other company

·

the execution of a binding agreement and plan of merger by the parties; and

·

satisfaction or waiver of customary conditions precedent.


The Company has begun the due diligence process, and while there can be no assurances, has a target closing date for the transaction, assuming the satisfaction of the conditions precedent to closing, of March 31, 2014. However, as a result of the number of conditions precedent to close, investors should not place undue reliance on the execution of the memorandum of understanding, and there are no assurances that this transaction will ultimately be consummated.


The memorandum of understanding also provides that Infusion Brands will furnish up to $500,000 of interim financing to the Company during the period following execution of the memorandum of understanding and the closing of the transaction. As of December 31, 2013, the Company has received $150,000 under the financing agreement


Management believes that the acquisition of Infusion Brands, with their international distribution channels and expanding product lines, could significantly improve the Company’s operational results. Further, Infusion Brands will be able to capitalize on the Company’s eCommerce platforms already in place which we believe have been significantly enhanced by our recent restructuring program.


We continue to face a number of challenges during fiscal 2014, including operating within the highly competitive online diet industry, effectively responding to ever changing consumer preferences and completing our eDiets integration. We must also raise additional funds to provide the resources necessary to continue in business and to realize the expected benefits of our initiatives. The continuation of the Company’s business is dependent upon raising additional financial support. In light of the Company’s results from operations, the Company intends to continue to evaluate various possibilities, including: (i) raising additional capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt, (ii) selling one or more lines of business, or all or a portion of the Company’s assets, (iii) entering into a business combination, and (iv) aggressively restructuring existing operations, including reducing or eliminating less promising operations, liquidating assets, or significantly reducing or suspending our operations. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company’s shareholders or that result in the Company’s shareholders losing all of their investment in the Company. There can be no assurance that the Company will be successful in effecting any of the above possibilities. If the Company’s efforts in this regard are unsuccessful, the Company will be required to further reduce or suspend operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.




28





Going concern


We reported a net loss of approximately $9,120,000 for the nine month period ended December 31, 2013. At December 31, 2013, we had a working capital deficit of approximately $2.9 million, an accumulated deficit of approximately $22.7 million and cash used in operations for the nine months ended December 31, 2013 of approximately $2,590,000. Based on our recurring losses from operations and negative cash flows from operations, the report of our independent registered public accounting firm on our financial statements for the fiscal year ended March 31, 2013, contains an explanatory paragraph regarding our ability to continue as a going concern. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our Company.


Results of operations


The Company’s meal delivery operations were a component for our eDiets subsidiary which delivered fresh and frozen diet or wellness focused meals to our customers. Management believes the divestiture of this component, as described above, will allow the Company to streamline its operations and focus its limited resources on ecommerce based platforms, which it believes is the future of the dietary and wellness industries.


For the three month and nine month periods ending December 31, 2013, the Company’s discontinued meal delivery component had operational losses of $83,000 and $1,735,000, respectively. As a result of this divestiture, the Company recognized a non-cash charge of $14,631,000, including a write down of goodwill of $9,300,000 and $5,331,000 in identifiable intangible assets, resulting from the Company’s determination that it would not be able to recover the carrying value of its investment in this component and that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded the related loss in discontinued operations. As a result of this impairment, the Company carries no remaining goodwill. No tangible assets or liabilities were transferred in the divestiture of the meal delivery component.


The results of operations for the meal delivery component has been reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. The following table summarizes the results of operations for the discontinued component:


 

 

Three Months

Ended

December 31,

2013

 

 

Nine Months

Ended

December 31,

2013

 

Net sales

 

$

23,692

 

 

$

1,975,963

 

Operating (loss)

 

 

(82,315

)

 

 

(1,735,458

)

Asset sale

 

 

 

 

 

1,100,000

 

Impairment charge related to goodwill and finite-lived intangibles

 

 

 

 

 

(14,631,439

)

Income tax benefit (expense)

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

$

(82,315

)

 

$

(15,266,897

)


During the three and nine month period ended December 31, 2012, we had only one reporting segment, ASTV. Following our acquisition of eDiets.com completed February 28, 2013 we began reporting our operations in two segments. The ASTV segment is a direct response marketing company that identifies and advises in the development and marketing of consumer products. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4.




29





The following tables provide a summary of our segment information for the three and nine month period ended December 31, 2013:


 

 

Three Months Ended December 31, 2013

 

 

 

ASTV

 

 

eDiets

 

 

Corporate

and other

 

 

Total

 

Revenues

 

$

373,901

 

 

$

128,606

 

 

$

 

 

$

502,507

 

Costs of revenues

 

 

414,739

 

 

 

42,464

 

 

 

 

 

 

457,203

 

Gross profit (loss)

 

 

(40,838

)

 

 

86,142

 

 

 

 

 

 

45,304

 

Gross profit (loss) %

 

 

(11%

)

 

 

67%

 

 

 

0%

 

 

 

9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

 

43,981

 

 

 

(101,909

)

 

 

 

 

 

(57,928

)

General and administrative expenses

 

 

559,726

 

 

 

95,299

 

 

 

560,359

 

 

 

1,215,394

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(644,545

)

 

 

92,752

 

 

 

(560,359

)

 

 

(1,112,162

)

Revaluation of warrants and interest

 

 

(815

)

 

 

(4,534

)

 

 

3,463,483

 

 

 

3,458,132

 

Loss from discontinued operations

 

 

 

 

 

(82,315

)

 

 

 

 

 

(82,315

)

Net income (loss) before taxes

 

$

(645,360

)

 

$

5,903

 

 

$

2,903,112

 

 

$

2,263,655

 


 

 

Nine Months Ended December 31, 2013

 

 

 

ASTV

 

 

eDiets

 

 

Corporate

and other

 

 

Total

 

Revenues

 

$

1,233,092

 

 

$

656,901

 

 

$

 

 

$

1,889,993

 

Costs of revenues

 

 

1,141,667

 

 

 

73,514

 

 

 

 

 

 

1,215,181

 

Gross profit

 

 

91,425

 

 

 

583,387

 

 

 

 

 

 

674,812

 

Gross profit %

 

 

7%

 

 

 

89%

 

 

 

 

 

 

36%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocated operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

 

126,915

 

 

 

(60,933

)

 

 

 

 

 

65,982

 

General and administrative expenses

 

 

2,324,192

 

 

 

196,119

 

 

 

1,770,007

 

 

 

4,290,318

 

Loss from operations

 

 

(2,359,682

)

 

 

448,201

 

 

 

(1,770,007

)

 

 

(3,681,488

)

Revaluation of warrants and interest

 

 

1,186

 

 

 

1,558

 

 

 

9,824,307

 

 

 

9,828,051

 

Loss from discontinued operations

 

 

 

 

 

(15,266,896

)

 

 

 

 

 

(15,266,896

)

Net income (loss) before taxes

 

$

(2,358,496

)

 

$

(14,817,137

)

 

$

8,055,300

 

 

$

(9,120,333

)


We measure the profit or loss of our segments or “segment operating income (loss).” We define segment operating income (loss) as income from operations before warrant revaluation income or loss, net interest expenses and income taxes and excludes unallocated corporate overhead. We have no intersegment revenues, profits or losses. The amounts under the caption, “Corporate and Other” in this table are unallocated corporate overhead items. Loss from discontinued operations reflects the losses from our meal delivery component and impairment of diet related intangibles including $5,331,000 in identifiable intangibles and $9,300,000 in related goodwill.


Revenues


ASTV segment


We generate revenues in our ASTV segment from a number of sources. In the fiscal 2013 and fiscal 2012 periods, these sources included:


·

heater sales,

·

other product sales,

·

speaking engagement fees,

·

infomercial production income, and

·

royalty fees.




30





While there can be no assurance, management believes that continuing to develop a marketing strategy based upon distributing developed products through our asseenontv.com url, will ultimately prove a successful strategy.


ASTV segment revenues for both the three month period and nine month period ended December 31, 2013 declined 94% and 82%, respectively, from the comparable periods of the preceding year. This very sharp decline was due to the absence of sales of our heater unit during the current year. Revenues related to the Company’s heater products totaled approximately $4.5 million for the three and nine month periods ending December 31, 2012. The suspension of these revenues represents the Company’s intentional shift in focus from traditional direct response, inventory intensive model, to an eCommerce based model which we believe requires less capital per revenue dollar and improvement of the Company’s long-term prospects.


Product sales represent limited ASTV sales of various consumer direct response products. These sales declined during the quarter ended December 31, 2013 and nine months ended December 31, 2013, compared to the prior year periods as the Company reduced expenditures on media spending to conserve cash during its restructuring resulting in reduced product sales revenue.


Commission and royalty fees income, totaling $264,000 and $92,000 in the three month periods ended December 31, 2013 and 2012, respectively, primarily represent fees received by the Company under an agreement associated with our AsSeenOnTV.com url and partnership fees associated with products appearing on home shopping networks. Commission and royalty fees income, totaling $439,000 and $180,000 in the nine month periods ended December 31, 2013 and 2012, respectively, also primarily represent fees received by the Company under an agreement associated with our AsSeenOnTV.com url and partnership fees associated with products appearing on home shopping networks. The royalty fees includes minimum fees due the Company resulting from its acquisition of the AsSeenOnTV.com url, completed in June 2012. While there can be no assurance, it is hoped that these royalty fees will increase in the future as web-related revenues for those utilizing our website increase.


Infomercial production ceased during the current fiscal year. This reflected the Company’s decision to shift away from infomercial production to ecommerce driven sales of consumer products, including ecommerce dietary products which the Company believes has a higher earnings potential. The Company has no plans to develop infomercial production operations in the future.


Under the terms of an agreement dated November 20, 2013, Tru Hair, Inc., a wholly owned subsidiary of the Company, licensed certain trademarks to a third party in exchange for a cash payment of $25,000 and an undertaking by the third party to use reasonable best efforts to market, distribute and sell certain inventory held by Tru Hair, Inc.


eDiets segment


The Company intends to continue to focus its efforts on diet related programs with an emphasis on ecommerce platforms. As discussed above, on October 11, 2013, the Company completed the sale to Chef’s Diet of certain assets relating to the eDiets meal delivery component. The elimination of our meal delivery program, while having a negative effect on revenues for the current periods, has, and will continue to, significantly reduce operating expenses. It will also enable us to dedicate our limited resources to developing our ecommerce platforms.




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Cost of revenues


Overall, cost of revenues for the quarter ended December 31, 2013 represented 91% of revenues compared to 48% of revenues for the three month period ended December 31, 2012. This sharp increase between the periods is due primarily to a write-down of inventory during the quarter believed to be obsolete or otherwise slow moving totaling $230,000 as well as a change in the overall product mix and strategy from tangible products inventoried, held and sold by the Company to an ecommerce based approach. Management of the Company plans to continue to expand this model in the future. Cost of revenues for the nine month period ended December 31, 2013 was 64% of revenues compared to 56% of revenues for the nine month period ended December 31, 2012. As with the quarterly figures, this increase was attributable in larger part to the write-down of inventories. The Company believes that, while there can be no assurance, the shift in emphasis away from a traditional distribution of purchased inventory items to a more ecommerce based subscription or royalty based model will better utilize the Company’s limited resources, providing a higher return.


Costs associated with the ASTV segment product sales include the direct costs of purchasing the products marketed as well as fulfillment costs associated with the taking and shipment of orders, merchant discount fees, royalties, commissions and shipping and freight costs. The Company does not manufacture any products in-house and relies on third-party suppliers, located primarily outside of the United States, for its inventory. Accordingly, our cost of products acquired for sale could vary significantly if fuel and transportation costs were to increase in the future. Costs associated with the eDiets segment sales, following our divestiture of the meal delivery component, include credit card fees, product costs, fulfillment and shipping costs, as well as costs associated with revenue sharing or royalty costs related to license agreements with third party nutrition and fitness companies, Internet access fees and compensation for nutritional professionals.


Operating expenses


Operating expenses, consisting of selling and marketing expenses and general and administrative expenses, declined sharply for the three month and nine month periods ending December 31, 2013, compared to the comparable periods of the preceding year. The bulk of this decrease is reflected in selling and marketing expenses attributable to the absence of selling and marketing expenses related to the Company’s heater sales campaign in the prior year which accounted for 77% and 66%, respectively, of total revenues for the three and nine month periods ending December 31, 2012. There were no comparable heater sales or related costs for the three and nine month periods ending December 31, 2013. In addition, the Company recorded a credit or reduction in expense during the third quarter of approximately $121,000 related to the revaluation of warrants issued under a talent agreement resulting from a decline in the trading value of our stock.


General and administrative expenses declined approximately 25% for the quarter ended December 31, 2013, compared to the comparable period of the preceding year. This decrease was due primarily to our shift in sales focus away from inventory intensive direct response products with related support, towards a more eCommerce focused approach. General office expenses declined approximately $142,000, administrative salaries declined $72,000 as well as a decrease in administrative related travel.


General and administrative expenses for the nine months ended December 31, 2013, increased approximately 11% over the prior year. A significant component of this increase, approximately $493,000 over the nine month period, represents stock-based compensation resulting primarily from a company-wide grant of 2,075,000 options in December 2012 and the May 2013 grant of 3,050,000 options to our new chief executive officer, Mr. Ronald C. Pruett, Jr., a portion of which vested upon grant. Administrative salaries also increased by approximately $246,000 coupled with an increase in insurance related costs of approximately $300,000, due in part to our acquisition of eDiets in February 2013, and amortization expense related to acquisition related intangibles. These increases were offset by other cost reduction measures mentioned above. While there can be no assurance, we anticipate general and administrative expenses to decline in future periods as a percentage of sales as the Company implements its cost reduction program, which includes among other components, the reduction in administrative staff and related expenses.




32





Other (income) expenses


Other (income) expense primarily consists of the non-cash income or expense recognized on the periodic revaluation of the fair value of financing related warrants outstanding at the end of each period that, based on their provisions, are carried as liabilities on the Company’s records. For the three month period ended December 31, 2013, we reported warrant revaluation income of approximately $3,464,000 and expense of approximately $13,474,000 in the three month period ended December 31, 2012. For the nine month periods ended December 31, 2013 and 2012, we reported warrant revaluation income of approximately $9,824,000 and expense of approximately $8,791,000, respectively. These periodic revaluations have, and most likely will continue to, result in significant, non-cash income or expense being recognized at the end of any given period depending on fluctuations in the market value of our stock on each remeasurement date. Investors should not place undue emphasis on our other income resulting from our revaluation of warrants outstanding when evaluating our actual operating performance.


Liquidity and capital resources


Liquidity is the ability of a company to generate adequate amounts of cash to meet the company’s needs for cash to operate the business. At December 31, 2013, we had a working capital deficit of approximately $2.9 million as compared to a working capital deficit of approximately $9.6 million at March 31, 2013. At December 31, 2013, our current assets decreased 81% and our current liabilities decreased 75%, respectively, from March 31, 2013. The sharp decrease in current liabilities was primarily due to a sharp decline in the Company’s warrant liabilities, decreasing from $11,689,306 to $1,864,962 between the periods. This decline was attributable to a significant drop in the market price of our common stock, used in determining the fair value of the liability at the respective balance sheet dates. Principal changes in current assets at December 31, 2013 compared to March 31, 2013 include a decline in cash from approximately $2,353,000 to $190,000 attributable primarily to operational losses during the period and sharp decline in accounts receivable reflecting our sharp decline in sales revenue and our operational restructuring toward eCommerce based operations.


The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation as a going concern. As of December 31, 2013, we had approximately $190,000 in cash and cash equivalents. We have sustained substantial operational losses since our inception, and such operational losses have continued through December 31, 2013. We have financed our operations primarily through the issuance of shares of our common stock and the issuance of convertible notes. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable. These factors raise substantial doubt as to our ability to continue as a going concern. We have undertaken, and will continue to implement, various measures to address our financial condition, including:


·

Significantly curtailing costs and consolidated operations, where feasible.

·

Continuing to seek debt, equity and other forms of financing, including funding through strategic partnerships.

·

Reducing operations to conserve cash.

·

Deferring certain marketing activities.

·

Investigating and pursuing transactions with third parties, including strategic transaction and relationships.


If the company’s efforts in this regard are unsuccessful, the Company will be required to further reduce or suspend operations and/or seek relief through a filing under the U.S. Bankruptcy Code. The Company’s condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.


Net cash used in operating activities for the nine month period ended December 31, 2013, was approximately $2,590,000. This use of cash was due in large part to our operational losses and decreases in the balance in accounts payable offset by a decrease in trade accounts receivable and inventory levels. The decline in accounts receivable and inventory levels primarily resulted from the wind-down of the Company’s heater sales program which is a seasonal product.




33





Commitments


In connection with the eDiets acquisition, on September 10, 2012, the Company received notice of a complaint filed in Broward County, Florida by an eDiets stockholder against eDiets, members of the board of directors of eDiets and the Company, alleging that eDiets breached its fiduciary duty to its stockholders by entering into the transaction for inadequate consideration. Prior to the deadline for the defendants to answer the complaint, the plaintiff and the defendants in the case filed a stipulation with the court allowing the plaintiff to file an amended complaint. The Company’s acquisition of eDiets was consummated on February 28, 2013. On November 19, 2013, the plaintiff voluntarily dismissed the case without prejudice.


On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. The term of the agreement is for one year and will be automatically renewed for successive one-year periods unless a notice of non-renewal is given by either party or the agreement is otherwise terminated sooner in accordance with its provisions. Pursuant to the agreement, Mr. Pruett will receive an annual base salary of $275,000, together with an additional salary of $275,000 during the first year of his employment with us. Mr. Pruett’s base salary may be increased from time to time as determined by the compensation committee of the board of directors. In addition to his base salary, Mr. Pruett will be entitled to receive an annual cash bonus calculated by reference to our actual performance during the immediately preceding fiscal year measured against a revenue and adjusted EBITDA (earnings before income taxes, depreciation and amortization) target to be established by Mr. Pruett and the compensation committee and approved by the board of directors. As of November 18, 2013, Mr. Pruett and the compensation committee had yet to establish a revenue and adjusted EBITDA target for our fiscal year ending March 31, 2014. Mr. Pruett also received an option grant to purchase 425,000 shares (the “First Option Grant”) of our common stock and a second option grant to purchase 2,625,000 shares (the “Second Option Grant”) of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett will become entitled to receive subsequent grants of stock and options, at the compensation committee’s option, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015.


If Mr. Pruett’s employment is terminated due to death, his estate will receive (i) six months’ base salary at his then current rate in a lump sum payment and (ii) one year of continued coverage under the Company’s employee benefit plans. If Mr. Pruett’s employment is terminated due to disability, he will receive (i) six months’ base salary at his then current rate, (ii) one year of continued coverage under the Company’s employee benefit plans and (iii) any earned but unpaid bonuses, provided that the Company may credit against such amounts any proceeds paid to Mr. Pruett with respect to any disability policy maintained for his benefit. If Mr. Pruett’s employment is terminated by the Company without cause or following a change in control or by Mr. Pruett for good reason or following a change in control, Mr. Pruett will receive (i) 12 months’ base salary at his then current rate, (ii) continued provision during such 12-month period of benefits under the Company’s employee benefit plans, (iii) immediate vesting of all granted but unvested stock options and (iv) a prorated payment of any bonus or other payments earned in connection with any bonus plan in which Mr. Pruett participated at the time of termination. The amount of each payment under (i) shall be reduced by one dollar for each three dollars otherwise payable, until the aggregate amount of all such reductions, together with the aggregate amount of bonus reductions described above, equals $275,000. Mr. Pruett will not be entitled to any compensation if his employment is terminated by the Company for cause or by Mr. Pruett in the absence of good reason.




34





On June 13, 2013, TV Goods, Inc. (“TV Goods”), the Company’s wholly owned subsidiary, entered into a termination agreement (the “Termination Agreement”) with Presser Direct, LLC (“Presser Direct”) under which it terminated a Purchasing and Marketing Agreement (the “P & M Agreement”) between TV Goods and Presser Direct dated March 7, 2012, relating to the manufacture, marketing, sale and distribution of the SeasonAire heater and related product lines. Under the Termination Agreement, TV Goods agreed to pay approximately $309,000 related to previously purchased inventory and approximately $146,000 attributable to royalty payments under the P & M Agreement, of which $65,000 was to be held in escrow pending delivery of replacements for damaged or defective SeasonAire heaters and related products previously sold by TV Goods. TV Goods also agreed to transfer title to certain assets relating to the products, including infomercials and intellectual property, to Presser Direct. Presser Direct agreed to pay TV Goods $50,000 for existing SeasonAire inventory, to assume obligations to make all royalty payments relating to SeasonAire sales after July 31, 2013 and to assume all liabilities relating to the SeasonAire products after June 13, 2013, except for certain warranty obligations relating to SeasonAire products sold prior to that date. TV Goods and Presser Direct released each other from all obligations under the P & M Agreement, so that the only surviving obligations were those arising under the Termination Agreement.


Leases


On February 1, 2012, the Company entered into a new 36-month lease agreement on our existing headquarters facility. Terms of the lease provide for base rent payments of $7,875 per month for the first twelve months, increasing 3% per year thereafter. The lease contains no provisions for a change in the base rent based on future events or contingent occurrences. In accordance with the provisions ASC 840- Leases , the Company is recognizing lease expenses on a straight-line basis, which total $8,114 per month over the lease term. In connection with the entering into the new leases, the Company recognized income of approximately $71,000 attributable to the recovery of the deferred rent obligation under the previous lease and wrote-off to lease expense $12,420 in security deposits attributable to the prior lease.


In September 2012 eDiets entered into a one year lease for office space in Pompano Beach, Florida. The lease covers approximately 8,800 square feet at a monthly base rent of $9,800 per month. The Company did not renew this lease upon expiration and no longer occupies this facility.


The following is a schedule by year of future minimum rental payments required under our lease agreement on December 31, 2013:


 

 

Operating Lease

 

Year 1

 

$

91,900

 

Year 2

 

 

 

Year 3

 

 

 

Year 4

 

 

 

Year 5

 

 

 

 

 

$

91,900

 


Base rent expense recognized by the Company, attributable to its headquarters facility and eDiets facility, was approximately $24,000 and $132,000 for the three month and nine month periods ended December 31, 2013, respectively, and $24,000 and $73,000 for the three month and nine month periods ending December 31, 2012.


Other Commitments


Under the terms of a 2010 private placement, the Company provided that it would use its best reasonable efforts to cause the related registration statement to become effective within 180 days of the termination date, July 26, 2010, of the offering. We have failed to comply with this registration rights provision and are obligated to make pro rata payments to the subscribers under the 2010 private placement in an amount equal to 1% per month of the aggregate amount invested by the subscribers up to a maximum of 6% of the aggregate amount invested by the subscribers. The maximum amount of penalty to which the Company may be subject is $156,000. The Company had recognized an accrued penalty of $156,000 at both December 31, 2013 and March 31, 2013, respectively.




35





Critical accounting policies


There have been no changes to our critical accounting policies in the nine months ended December 31, 2013. Critical accounting policies and the significant estimates made in accordance with them are regularly discussed with our audit committee. Those policies are discussed under “ Critical accounting policies and estimates ” in our “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”, as well as in our consolidated financial statements and the footnotes thereto for the fiscal year ended March 31, 2013, as filed with the SEC with our Annual Report on Form 10-K filed with the SEC on June 28, 2013.


Accounting Standards Updates


There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended December 31, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2013 Financial Statements that are of material significance, or have potential material significance to the Company.


Off Balance Sheet Arrangements


As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.


Quantitative and Qualitative Disclosures about Market Risk


Not applicable to smaller reporting companies.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable to smaller reporting companies.


ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Our management carried out an evaluation with the participation of our chief executive officer and chief financial officer who serve as our principal executive officer and principal financial and accounting officer, required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2013, our disclosure controls and procedures were effective such that the information relating to our Company required to be disclosed in our SEC reports (i) is recorded processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.


Changes in Internal Controls over Financial Reporting


There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



36





PART II.–OTHER FINANCIAL INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

From time to time, we are periodically a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, except as otherwise disclosed, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.


ITEM 1A.

RISK FACTORS

Not applicable to smaller reporting companies.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period covered by this report, except as previously disclosed, we have not sold shares of our common stock without registration under the Securities Act of 1933, as amended.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.

MINE SAFETY DISCLOSURE

Not applicable to our Company.


ITEM 5.

OTHER INFORMATION

(a)

None.


(b)

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.


ITEM 6.

EXHIBITS


Exhibit
Number

 

Description

10.1

 

Note Purchase Agreement dated as of December 23, 2013 (previously filed under Exhibit 10.7 to Form 8-K Current Report filed on December 23, 2013)

31.1

 

Certification Pursuant to Rule 13a-14(a) (Provided herewith)

31.2

 

Certification Pursuant to Rule 13a-14(a)/15d-14(a) (Provided herewith)

32.1

 

Certification Pursuant to Section 1350 (Provided herewith)

32.2

 

Certification Pursuant to Section 1350 (Provided herewith)

101.INS

*

XBRL Instance Document 

101.SCH

*

XBRL Taxonomy Extension Schema Document

101.CAL

*

XBRL Taxonomy Calculation Linkbase Document

101.DEF

*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

*

XBRL Taxonomy Extension Presentation Linkbase Document

———————

*

These exhibits are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we incorporate them by reference.




37





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.


Date: February 12, 2014


 

 

 

As Seen On TV, Inc.

 

 

 

/s/ RONALD C. PRUETT, JR.

 

Ronald C. Pruett, Jr.

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

/s/ DENNIS W. HEALEY

 

Dennis W. Healey 

 

Chief Financial Officer

 

(Principal Financial Officer)












38