YOU On Demand Holdings, Inc. and Its
Subsidiaries
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
17,954,910
|
|
$
|
3,822,889
|
|
Accounts receivable, net
|
|
186,715
|
|
|
175,211
|
|
Licensed content,
current
|
|
1,070,036
|
|
|
428,322
|
|
Prepaid expenses
|
|
505,846
|
|
|
330,013
|
|
Debt issuance costs,
net
|
|
-
|
|
|
128,879
|
|
Other current assets
|
|
57,683
|
|
|
48,928
|
|
Total current assets
|
|
19,775,190
|
|
|
4,934,242
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
433,400
|
|
|
499,858
|
|
Licensed content, noncurrent
|
|
117,414
|
|
|
162,646
|
|
Intangible assets, net
|
|
2,535,825
|
|
|
2,621,527
|
|
Goodwill
|
|
6,105,478
|
|
|
6,105,478
|
|
Investment in unconsolidated entities
|
|
663,066
|
|
|
673,567
|
|
Total assets
|
$
|
29,630,373
|
|
$
|
14,997,318
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
$
|
1,167,185
|
|
$
|
656,545
|
|
Accrued expenses and
liabilities
|
|
943,453
|
|
|
1,046,920
|
|
Deferred revenue
|
|
79,791
|
|
|
68,969
|
|
Deferred license fees
|
|
998,225
|
|
|
1,200,764
|
|
Other current liabilities
|
|
6,943
|
|
|
29,024
|
|
Contingent purchase
price consideration liability
|
|
1,281,870
|
|
|
578,744
|
|
Convertible promissory note
|
|
3,000,000
|
|
|
3,000,000
|
|
Warrant liabilities
|
|
3,189,273
|
|
|
1,344,440
|
|
Total current liabilities
|
|
10,666,740
|
|
|
7,925,406
|
|
|
|
|
|
|
|
|
Deferred tax liability
|
|
102,867
|
|
|
125,809
|
|
Convertible promissory note
|
|
-
|
|
|
2,000,000
|
|
Total liabilities
|
|
10,769,607
|
|
|
10,051,215
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible redeemable preferred stock, $.001 par value;
50,000,000 shares authorized
|
|
|
|
|
|
|
Series A -
7,000,000 shares issued and outstanding, liquidation preference of
$3,500,000
at
March
31, 2014 and December 31, 2013, respectively
|
|
1,261,995
|
|
|
1,261,995
|
|
Series C - 87,500 shares
issued and outstanding, liquidation preference of $350,000
at
March
31, 2014 and December 31, 2013, respectively
|
|
219,754
|
|
|
219,754
|
|
Series D 4% -
0 and 2,285,714 shares issued and outstanding, liquidation preference
of
$0
and $4,000,000 at March 31, 2014 and December 31, 2013, respectively
|
|
-
|
|
|
4,000,000
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
Preferred Series E stock,
$.001 par value; 16,500,000 shares authorized, 14,285,714 and 0
shares issued,
liquidation
preference of $25,000,000 and $0 at March 31, 2014 and December 31, 2013,
respectively
|
|
14,286
|
|
|
-
|
|
|
|
|
|
|
|
|
Common stock, $.001 par
value; 1,500,000,000 shares authorized, 16,097,154 and 15,794,762
shares
issued at March 31, 2014 and
December 31, 2013, respectively
|
|
16,097
|
|
|
15,794
|
|
Additional paid-in
capital
|
|
109,865,767
|
|
|
67,417,025
|
|
Accumulated deficit
|
|
(89,553,787
|
)
|
|
(65,856,053
|
)
|
Accumulated other
comprehensive loss
|
|
(1,324,359
|
)
|
|
(715,090
|
)
|
Total YOU On Demand equity
|
|
19,018,004
|
|
|
861,676
|
|
Noncontrolling interests
|
|
(1,638,987
|
)
|
|
(1,397,322
|
)
|
|
|
|
|
|
|
|
Total equity
|
|
17,379,017
|
|
|
(535,646
|
)
|
|
|
|
|
|
|
|
Total liabilities and equity
|
$
|
29,630,373
|
|
$
|
14,997,318
|
|
See notes to consolidated financial statements.
5
YOU On Demand Holdings, Inc. and Its
Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
137,681
|
|
$
|
938
|
|
Cost of revenue
|
|
875,938
|
|
|
848,585
|
|
Gross loss
|
|
(738,257
|
)
|
|
(847,647
|
)
|
|
|
|
|
|
|
|
Operating expense:
|
|
|
|
|
|
|
Selling, general and
administrative expenses
|
|
1,640,640
|
|
|
1,983,736
|
|
Professional
fees
|
|
185,484
|
|
|
251,434
|
|
Depreciation and amortization
|
|
149,960
|
|
|
292,833
|
|
Total operating expense
|
|
1,976,084
|
|
|
2,528,003
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(2,714,341
|
)
|
|
(3,375,650
|
)
|
|
|
|
|
|
|
|
Interest & other income / (expense)
|
|
|
|
|
|
|
Interest expense, net
|
|
(2,288,738
|
)
|
|
(29,360
|
)
|
Change in fair value of warrant
liabilities
|
|
(2,439,018
|
)
|
|
(25,405
|
)
|
Change in fair
value of contingent consideration
|
|
(703,126
|
)
|
|
(41,648
|
)
|
Loss on investment in
unconsolidated entities
|
|
(4,908
|
)
|
|
(2,994
|
)
|
Gain on sale of
subsidiary
|
|
755,426
|
|
|
-
|
|
Loss on dissolution of variable
interest entity
|
|
(27,463
|
)
|
|
-
|
|
Other
|
|
(52,666
|
)
|
|
(1,181
|
)
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
|
|
|
|
|
before income taxes and
noncontrolling interest
|
|
(7,474,834
|
)
|
|
(3,476,238
|
)
|
|
|
|
|
|
|
|
Income tax benefit
|
|
22,942
|
|
|
31,140
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
(7,451,892
|
)
|
|
(3,445,098
|
)
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
-
|
|
|
(230,069
|
)
|
|
|
|
|
|
|
|
Net loss
|
|
(7,451,892
|
)
|
|
(3,675,167
|
)
|
|
|
|
|
|
|
|
Plus: Net loss attributable to noncontrolling interests
|
|
234,784
|
|
|
330,402
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU On Demand shareholders
|
|
(7,217,108
|
)
|
|
(3,344,765
|
)
|
Dividends on preferred stock
|
|
(16,402,161
|
)
|
|
-
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU on Demand
common shareholders
|
$
|
(23,619,269
|
)
|
$
|
(3,344,765
|
)
|
|
|
|
|
|
|
|
Basic loss per share
|
|
|
|
|
|
|
Loss from continuing operations
|
$
|
(1.48
|
)
|
$
|
(0.21
|
)
|
Loss from
discontinued operations
|
|
-
|
|
|
(0.02
|
)
|
Basic loss per share
|
$
|
(1.48
|
)
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
Diluted loss per share
|
|
|
|
|
|
|
Loss from
continuing operations
|
$
|
(1.48
|
)
|
$
|
(0.21
|
)
|
Loss from discontinued
operations
|
|
-
|
|
|
(0.02
|
)
|
Diluted
loss per share
|
$
|
(1.48
|
)
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
Basic
|
|
15,931,394
|
|
|
14,602,196
|
|
Diluted
|
|
15,931,394
|
|
|
14,602,196
|
|
See notes to consolidated financial statements.
6
YOU On Demand Holdings, Inc. and Its
Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Net loss
|
$
|
(7,451,892
|
)
|
$
|
(3,675,167
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
Foreign currency translation
adjustments
|
|
24,715
|
|
|
19,061
|
|
Less: Comprehensive loss attributable to non-controlling
interest
|
|
241,665
|
|
|
328,072
|
|
Comprehensive loss attributable to YOU On
Demand shareholders
|
$
|
(7,185,512
|
)
|
$
|
(3,328,034
|
)
|
See notes to consolidated financial statements.
7
YOU On Demand Holdings, Inc. and Its
Subsidiaries
CONSOLIDATED STATEMENT OF EQUITY
For the Three
Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
YOU on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
Demand
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
Par
|
|
|
Common
|
|
|
Par
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Comprehensive
|
|
|
Shareholders'
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Deficit
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
Interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2014
|
|
-
|
|
$
|
-
|
|
|
15,794,762
|
|
$
|
15,794
|
|
$
|
67,417,025
|
|
$
|
(65,856,053
|
)
|
$
|
(715,090
|
)
|
$
|
861,676
|
|
$
|
(1,397,322
|
)
|
$
|
(535,646
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option compensation
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
188,657
|
|
|
-
|
|
|
-
|
|
|
188,657
|
|
|
-
|
|
|
188,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued for
services
|
|
-
|
|
|
-
|
|
|
10,309
|
|
|
10
|
|
|
29,990
|
|
|
-
|
|
|
-
|
|
|
30,000
|
|
|
-
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Series D cash
dividends paid
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(92,054
|
)
|
|
-
|
|
|
(92,054
|
)
|
|
-
|
|
|
(92,054
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Series E stock
issued for cash
|
|
14,285,714
|
|
|
14,286
|
|
|
-
|
|
|
-
|
|
|
24,985,714
|
|
|
-
|
|
|
-
|
|
|
25,000,000
|
|
|
-
|
|
|
25,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance costs in connection
with the issuance of Series E preferred stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,552,347
|
)
|
|
-
|
|
|
-
|
|
|
(4,552,347
|
)
|
|
-
|
|
|
(4,552,347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation of warrants issued to placement
agent in connection with the issuance of Series E preferred stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,166,296
|
|
|
-
|
|
|
-
|
|
|
2,166,296
|
|
|
-
|
|
|
2,166,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reversal of beneficial conversion feature previously recognized for Series D preferred stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(182,857
|
)
|
|
182,857
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature
of Series E preferred stock
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16,571,429
|
|
|
(16,571,429
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature
related to convertible note modification
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,126,301
|
|
|
-
|
|
|
-
|
|
|
2,126,301
|
|
|
-
|
|
|
2,126,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of subsidiary and
dissolution of variable interest entity
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(633,984
|
)
|
|
(633,984
|
)
|
|
-
|
|
|
(633,984
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
-
|
|
|
-
|
|
|
291,667
|
|
|
292
|
|
|
1,114,727
|
|
|
-
|
|
|
-
|
|
|
1,115,019
|
|
|
-
|
|
|
1,115,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options
|
|
-
|
|
|
-
|
|
|
416
|
|
|
1
|
|
|
832
|
|
|
-
|
|
|
-
|
|
|
833
|
|
|
-
|
|
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU
On Demand shareholders
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,217,108
|
)
|
|
-
|
|
|
(7,217,108
|
)
|
|
(234,784
|
)
|
|
(7,451,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
24,715
|
|
|
24,715
|
|
|
(6,881
|
)
|
|
17,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2014
|
|
14,285,714
|
|
$
|
14,286
|
|
|
16,097,154
|
|
$
|
16,097
|
|
$
|
109,865,767
|
|
$
|
(89,553,787
|
)
|
$
|
(1,324,359
|
)
|
$
|
19,018,004
|
|
$
|
(1,638,987
|
)
|
$
|
17,379,017
|
|
See notes to consolidated financial statements.
8
YOU On Demand Holdings, Inc. and Its
Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
$
|
(7,451,892
|
)
|
$
|
(3,675,167
|
)
|
|
|
|
|
|
|
|
Adjustments to reconcile
net loss to net cash used in
operating activities
|
|
|
|
|
|
|
Equity securities compensation expense
|
|
138,656
|
|
|
351,091
|
|
Depreciation and amortization
|
|
149,960
|
|
|
656,743
|
|
Amortization of licensed content
|
|
37,581
|
|
|
37,581
|
|
Amortization of interest expense related to debt issuance
costs
|
|
128,879
|
|
|
-
|
|
Amortization of interest expense related to beneficial conversion
feature
|
|
2,126,301
|
|
|
-
|
|
Deferred income tax
|
|
(22,942
|
)
|
|
(37,811
|
)
|
Gain
on investment in unconsolidated entities
|
|
4,908
|
|
|
2,994
|
|
Change in fair value of warrant liabilities
|
|
2,439,018
|
|
|
25,405
|
|
Change in fair value of contingent purchase price consideration
liability
|
|
703,126
|
|
|
41,648
|
|
Gain on sale of subsidiary, net of cash
|
|
(755,426
|
)
|
|
-
|
|
Loss
on dissolution of variable interest entity
|
|
27,463
|
|
|
-
|
|
Other
|
|
1,372
|
|
|
-
|
|
Change in assets and
liabilities,
|
|
|
|
|
|
|
Inventory
|
|
-
|
|
|
(26,751
|
)
|
Accounts receivable
|
|
(21,896
|
)
|
|
-
|
|
Licensed content
|
|
(632,731
|
)
|
|
205,697
|
|
Prepaid expenses and other assets
|
|
(79,409
|
)
|
|
37,678
|
|
Accounts payable
|
|
591,927
|
|
|
492,066
|
|
Accrued expenses and liabilities
|
|
(21,439
|
)
|
|
(361,665
|
)
|
Deferred revenue
|
|
11,485
|
|
|
61,949
|
|
Deferred license fee
|
|
(202,539
|
)
|
|
18,905
|
|
Other current liabilities
|
|
(13,208
|
)
|
|
153,297
|
|
Net cash used in
operating activites
|
|
(2,840,806
|
)
|
|
(2,016,340
|
)
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Acquisition of property and equipment
|
|
(2,530
|
)
|
|
(242,243
|
)
|
Investments in
intangibles
|
|
-
|
|
|
(20,437
|
)
|
Cash paid for sale of subsidiary
|
|
(57,549
|
)
|
|
-
|
|
Net cash used in investing
activities
|
|
(60,079
|
)
|
|
(262,680
|
)
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Proceeds from sale of
Series E preferred stock, net
|
|
16,613,949
|
|
|
-
|
|
Proceeds from the
exercise of warrants and options
|
|
521,667
|
|
|
-
|
|
Preferred
Series D dividends paid
|
|
(92,054
|
)
|
|
-
|
|
Convertible note interest
paid
|
|
(19,508
|
)
|
|
-
|
|
Net cash provided by
financing activities
|
|
17,024,054
|
|
|
-
|
|
|
|
|
|
|
|
|
Effect of exchange rate
changes on cash
|
|
8,852
|
|
|
788
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash and cash equivalents
|
|
14,132,021
|
|
|
(2,278,232
|
)
|
|
|
|
|
|
|
|
Total cash and cash
equivalents at beginning of period
|
|
3,822,889
|
|
|
4,381,043
|
|
Less cash and cash equivalents of
discontinued operations at beginning of period
|
|
-
|
|
|
1,103,152
|
|
Cash and cash equivalents of
continuing operations at beginning of period
|
|
3,822,889
|
|
|
3,277,891
|
|
|
|
|
|
|
|
|
Total cash and cash
equivalents at end of period
|
|
17,954,910
|
|
|
2,102,811
|
|
Less cash and cash equivalents of
discontinued operations at end of period
|
|
-
|
|
|
663,542
|
|
Cash and cash equivalents of
continuing operations at end of period
|
$
|
17,954,910
|
|
$
|
1,439,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
$
|
-
|
|
$
|
-
|
|
Cash paid for interest
|
$
|
19,508
|
|
$
|
765
|
|
Value of warrants issued for issuance costs
in connection with Preferred Series E shares
|
$
|
2,166,296
|
|
$
|
-
|
|
Value of common stock issued
from conversion of Preferred Series B shares
|
$
|
-
|
|
$
|
3,223,575
|
|
Conversion of convertible promissory note for Series E preferred stock
|
$
|
2,000,000
|
|
$
|
-
|
|
Conversion of Series D preferred stock for Series E preferred stock
|
$
|
4,000,000
|
|
$
|
-
|
|
See notes to consolidated financial statements.
9
YOU ON DEMAND HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.
|
Organization and Principal Activities
|
|
|
|
YOU On Demand Holdings, Inc. (YOU On Demand, we,
us, or the Company), is a Nevada corporation that primarily operates
in China through our subsidiaries and variable interest entities (VIEs).
The Company, its subsidiaries and its VIEs are collectively referred to as
YOU on Demand.
|
|
|
|
YOU on Demand is principally engaged in providing video
on demand (VOD) contents through a comprehensive end-to-end secure
delivery system. Our services are offered across multiple platforms,
including digital cable television, IPTV (Internet Protocol Television),
mobile and over-the-top (OTT) devices.
|
|
|
|
Prior to July 31, 2013, the Company held 51% interest in
Jinan Guangdian Jia He Broadband Co. ltd. (Jinan Broadband), a cable
broadband business based in Jinan City, China. Effective July 31, 2013,
the Company sold its 51% interest in Jinan Broadband.
|
|
|
|
In the opinion of management, our Financial Statements reflect all adjustments, which are of a normal, recurring nature necessary for a fair statement of the results for the periods presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 31, 2014.
|
|
|
|
Reclassifications
|
|
|
|
Certain information has been retrospectively reclassified
to present the results of the Companys Jinan Broadband as discontinued
operations. This reclassification has no effect on previously reported net
loss. See Note 4. Certain prior year information has been reclassified to
be comparable with current year presentation.
|
|
|
|
In presenting the Companys consolidated balance sheet at
December 31, 2013, we presented marketable equity securities, available
for sale as a separate line item. In presenting the Companys unaudited
consolidated balance sheet as of March 31, 2014, we reclassified
marketable equity securities, available for sale as of December 31, 2013, amounting to $1,371 to
other current assets.
|
|
|
|
In presenting the Companys consolidated statement of
operations for the three months ended March 31, 2013, we recorded
approximately $75,000 of business related expenses to professional fees. In presenting the Companys
consolidated statement of operations for the three months ended March 31,
2014, we reclassified such business related expenses from professional fees to selling, general and
administrative expense to more properly reflect fees paid for recurring
operating expenses in the ordinary course of business. This
reclassification has no effect on previously reported net loss.
|
|
|
2.
|
Going Concern and Managements Plans
|
|
|
|
For the three months ended March 31, 2014, we incurred a
net loss from continuing operations of approximately $7.5 million and we
used cash for operations of approximately $2.8 million. We had an
accumulated deficit of approximately $89.6 million at March 31,
2014.
|
|
|
|
The Company must continue to rely on debt and equity to
pay for ongoing operating expenses in order to execute its business plan.
On July 5, 2013 we completed a Series D Preferred Stock financing in which
we raised $4.0 million and closed on a Bridge Loan on November 4, 2013 for
$2.0 million. On January 31, 2014, we completed a Series E Preferred Share
financing in which we raised an additional $19.0 million. See Note 11 for
additional information.
|
|
|
|
In addition, we have access to additional funding through
various methods including utilization of our $50 million shelf
registration of which $47.3 million is remaining as well as other means of
financing such as debt or private investment. However, financing may not
be available to the Company on terms acceptable to us or at all or such
resources may not be received in a timely manner. Further we may need
approval to seek additional financing from the shareholders from the
August 2012 private financing in the event we do a public
financing.
|
10
These conditions raise substantial
doubt about the Companys ability to continue as a going concern. The
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern and, accordingly, do not include any
adjustments that might result from the outcome of this uncertainty.
3.
|
WFOE and Jinan Zhong
Kuan
|
|
Effective March 25, 2014, the Company sold WFOE, our
wholly-owned subsidiary and dissolved Jinan Zhong Kuan, its VIE. Both
WFOE and Jinan Zhong Kuan were investment holding companies and since the
Company sold its interest in Jinan Broadband, these entities were no
longer required for our organizational structure. We recorded a note
receivable in the amount of $50,000 for the WFOE sale which has been
included in other current assets. In accordance with ASC 810-10-40,
Deconsolidation of a Subsidiary
, we removed the net assets
associated with WFOE and Jinan Zhong Kuan and recognized a gain of
$755,426 and loss of $27,463, respectively.
|
|
|
4.
|
Discontinued Operations
|
|
|
|
In order to focus on our core VOD business and help with
cash flow needs, the Company decided to sell its 51% ownership of Jinan
Broadband to Shandong Broadcast Networks Limited. Total consideration for
the sale was RMB 29,000,000, and the sale became finalized on July 31,
2013. The Company received an initial payment of RMB 5,000,000
(approximately $811,000) in the third quarter of 2013 and the final
payment of RMB 24,000,000 (approximately $3,920,000) in the fourth quarter
of 2013.
|
11
|
Jinan Broadband met the criteria for being reported as a
discontinued operation and has been segregated from continuing operations
for all periods presented. We do not have any continuing involvement with
Jinan Broadband. The related gain on the sale was reported in discontinued
operations during the quarter ended September 30, 2013. The following
table summarizes the results from discontinued
operations:
|
|
|
March 31,
|
|
|
|
2013
|
|
Revenue
|
$
|
1,311,123
|
|
Cost of revenue
|
|
883,915
|
|
Gross profit
|
|
427,208
|
|
|
|
|
|
Operating expense:
|
|
|
|
Selling, general and
administrative
|
|
299,836
|
|
Professional fees
|
|
143
|
|
Depreciation and
amortization
|
|
363,910
|
|
Total operating expense
|
|
663,889
|
|
|
|
|
|
Loss from operations
|
|
(236,681
|
)
|
|
|
|
|
Interest & other income / (expense)
|
|
|
|
Interest income
|
|
601
|
|
Interest
expense
|
|
(660
|
)
|
|
|
|
|
Net loss before income taxes and
noncontrolling interest
|
|
(236,740
|
)
|
Income tax benefit
|
|
6,671
|
|
Net loss from discontinued operations
|
|
(230,069
|
)
|
Plus: Net loss attributable to noncontrolling interest
|
|
112,734
|
|
Net loss attributable to YOU On Demand
shareholders
|
$
|
(117,335
|
)
|
5.
|
VIE Structure and Arrangements
|
|
|
|
Sinotop Beijing
|
|
|
|
Management Services Agreement
|
|
|
|
Pursuant to a Management Services Agreement, dated March
9, 2010, between Sinotop Beijing and Sinotop Hong Kong (the Management
Services Agreement), Sinotop Hong Kong has the exclusive right to provide
to Sinotop Beijing management, financial and other services related to the
operation of Sinotop Beijings business, and Sinotop Beijing is required
to take all commercially reasonable efforts to permit and facilitate the
provision of the services by Sinotop Hong Kong. As compensation for
providing the services, Sinotop Hong Kong is entitled to receive a fee
from Sinotop Beijing, upon demand, equal to 100% of the annual Net Profits
of Sinotop Beijing during the term of the Management Services Agreement
(Sinotop Hong Kong may request
ad hoc
quarterly payments of the
aggregate fee, which payments will be credited against Sinotop Hong Kongs
future payment obligations).
|
|
|
|
The Management Services Agreement also provides Sinotop
Hong Kong or its designee with a right of first refusal to acquire all or
any portion of the equity of Sinotop Beijing upon any proposal by the sole
shareholder of Sinotop Beijing to transfer such equity. In addition, at
the sole discretion of Sinotop Hong Kong, Sinotop Beijing may be obligated
to transfer to Sinotop Hong Kong or its designee any part or all of the
business, personnel, assets and operations of Sinotop Beijing which may be
lawfully conducted, employed, owned or operated by Sinotop Hong Kong,
including:
|
|
|
|
(a) business opportunities presented to, or available to
Sinotop Beijing may be pursued and contracted for in the name of Sinotop
Hong Kong rather than Sinotop Beijing, and at its discretion Sinotop Hong
Kong may employ the resources of Sinotop Beijing to secure such
opportunities;
|
|
|
|
(b) any tangible or intangible property of Sinotop
Beijing, any contractual rights, any personnel, and any
other items or things of value held by
Sinotop Beijing may be transferred to Sinotop Hong Kong at book value;
|
12
(c) real property, personal or
intangible property, personnel, services, equipment, supplies and any other
items useful for the conduct of the business may be obtained by Sinotop Hong
Kong by acquisition, lease, license or otherwise, and made available to Sinotop
Beijing on terms to be determined by agreement between Sinotop Hong Kong and
Sinotop Beijing;
(d) contracts entered into in the name
of Sinotop Beijing may be transferred to Sinotop Hong Kong, or the work under
such contracts may be subcontracted, in whole or in part, to Sinotop Hong Kong,
on terms to be determined by agreement between Sinotop Hong Kong and Sinotop
Beijing; and
(e) any changes to, or any expansion or
contraction of, the business may be carried out in the exercise of the sole
discretion of Sinotop Hong Kong, and in the name of and at the expense of,
Sinotop Hong Kong;
provided, however
, that none of
the foregoing may cause or have the effect of terminating (without being
substantially replaced under the name of Sinotop Hong Kong) or adversely
affecting any license, permit or regulatory status of Sinotop Beijing.
The term of the Management Services
Agreement is 20 years, and may not be terminated by Sinotop Beijing except with
the consent of, or a material breach by, Sinotop Hong Kong.
Equity Pledge Agreement
Pursuant to an Equity Pledge Agreement
among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop
Beijing (the Shareholder), dated March 9, 2010, the Shareholder pledged all of
its equity interests in Sinotop Beijing (the Collateral) to Sinotop Hong Kong
as security for the performance of the obligations of Sinotop Beijing to make
all of the required management fee payments pursuant to the Management Services
Agreement. The term of the Equity Pledge Agreement expires two years from
Sinotop Beijings satisfaction of all obligations under the Management Services
Agreement.
Option Agreement
Pursuant to an Option Agreement among
Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing
(the Shareholder), dated March 9, 2010, and entered into in connection with
the Management Services Agreement, the Shareholder granted an exclusive option
to Sinotop Hong Kong or its designee to purchase, at any time and from time to
time, to the extent permitted under PRC law, all or any portion of the
Shareholders equity in Sinotop Beijing. The aggregate purchase price of the
option is equal to the paid-in registered capital of the Shareholder. The term
of the agreement is until all of the equity interest in Sinotop Beijing held by
the Shareholder is transferred to Sinotop Hong Kong or its designee, or until
the maximum period allowed by law has run, and may not be terminated by any
party to the agreement without the consent of the other parties.
Voting Rights Proxy
Agreement
Pursuant to a Voting Rights Proxy
Agreement among Sinotop Hong Kong, Sinotop Beijing and the sole shareholder of
Sinotop Beijing (the Shareholder ), dated March 9, 2010, the Shareholder
granted to Sinotop Hong Kong an irrevocable proxy, for the maximum period of
time permitted by law, all of its voting rights as a shareholder of Sinotop
Beijing. The Shareholder may not transfer any of its equity interest in Sinotop
Beijing to any party other than Sinotop Hong Kong. The Voting Rights Proxy
Agreement may not be terminated except upon the written consent of all parties,
or unilaterally by Sinotop Hong Kong upon 30 days notice.
13
Jinan Broadband
Effective July 31, 2013, we have
deconsolidated Jinan Broadband due to the disposition of all of our ownership.
See Note 4.
The corporate structure for our
broadband business consisted of:
|
|
a Cooperation Agreement, dated as of December 26, 2006,
between CB Cayman and Jinan Parent (the December 2006 Cooperation
Agreement );
|
|
|
|
|
|
a Cooperation Agreement dated as of January 2007, between
Jinan Broadband and Networks Center (the January 2007 Cooperation
Agreement ); and
|
|
|
|
|
|
two Exclusive Service Agreements, dated December 2006 and
March 2007, between Jinan Broadband, Jinan Parent and Networks Center.
|
Pursuant to the December 2006
Cooperation Agreement, CB Cayman and Jinan Parent set up a joint venture, Jinan
Broadband. CB Cayman contributed in cash and owned a 51% controlling interest,
and Jinan Parent contributed the assets in exchange of 49% ownership in Jinan
broadband. Jinan Broadband is a corporate joint venture with a term of 20 years.
Jinan Broadband was considered as a VIE based on ASC 810-10-25-38 due to the
fact that CB Cayman had a controlling financial interest in Jinan Broadband and
therefore deemed to be the primary beneficiary based on the terms stipulated in
the December 2006 Cooperation Agreement below:
|
|
CB Cayman appointed 3 directors
and Jinan Parent appointed 2 directors;
|
|
|
The general manager and financial
manager were appointed by CB Cayman; and
|
|
|
CB Cayman was entitled to receive
51% of net profit/loss of Jinan Broadband.
|
|
Pursuant to the January 2007 Cooperation Agreement,
Networks Center, the PRC governmental agency which controls Jinan Parent,
affirmed the arrangement set forth in the December 2006 Cooperation
Agreement which provided that all of the pre-tax revenues of Jinan
Broadband would be assigned to our WFOE for 20 years.
|
|
|
6.
|
Property and Equipment
|
|
|
|
The following is a breakdown of our property and
equipment:
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Furniture and office
equipment
|
$
|
960,882
|
|
$
|
965,568
|
|
Leasehold improvements
|
|
182,587
|
|
|
184,129
|
|
Total property and equipment
|
|
1,143,469
|
|
|
1,149,697
|
|
Less: accumulated depreciation
|
|
(710,069
|
)
|
|
(649,839
|
)
|
Net carrying value
|
$
|
433,400
|
|
$
|
499,858
|
|
|
We recorded depreciation expense of approximately $65,000
and $68,000 included in our operating expense for the three months ended
March 31, 2014 and 2013, respectively.
|
|
|
14
7.
|
Goodwill and Intangible
Assets
|
The Company has intangible assets
primarily relating to the acquisition of Sinotop Hong Kong. The Company
amortizes its intangible assets that have finite lives.
A roll forward of our intangible assets
activity from January 1, 2014 to March 31, 2014 is as follows:
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
Balance at
|
|
|
|
|
January 1,
|
|
|
|
|
|
Amortization
|
|
|
Currency
|
|
|
March 31,
|
|
|
|
|
2014
|
|
|
Additions
|
|
|
Expense
|
|
|
Transl Adj
|
|
|
2014
|
|
|
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter / Cooperation agreements
|
$
|
2,285,032
|
|
$
|
-
|
|
$
|
(34,448
|
)
|
$
|
-
|
|
$
|
2,250,584
|
|
|
Software and licenses
|
|
81,566
|
|
|
290
|
|
|
(19,550
|
)
|
|
(1,076
|
)
|
|
61,230
|
|
|
Website development
|
|
120,639
|
|
|
-
|
|
|
(29,908
|
)
|
|
(1,010
|
)
|
|
89,721
|
|
|
Total amortized intangible assets
|
$
|
2,487,237
|
|
$
|
290
|
|
$
|
(83,906
|
)
|
$
|
(2,086
|
)
|
$
|
2,401,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Website name
|
|
134,290
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
134,290
|
|
|
Goodwill
|
|
6,105,478
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,105,478
|
|
|
Total unamortized intangible assets
|
$
|
6,239,768
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,239,768
|
|
In accordance with ASC 250, we recorded
amortization expense related to our intangible assets of approximately $85,000
and $225,000 for the three months ended March 31, 2014 and 2013,
respectively.
The Companys amortized intangible
assets consisted of the following:
|
|
|
March 31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
Gross Carrying
|
|
|
Accumulated
|
|
|
Gross Carrying
|
|
|
Accumulated
|
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
Charter / Cooperation agreements
|
$
|
2,755,821
|
|
$
|
(505,237
|
)
|
$
|
2,755,821
|
|
$
|
(470,789
|
)
|
|
Noncompete agreement
|
|
-
|
|
|
-
|
|
|
3,637,512
|
|
|
(3,637,512
|
)
|
|
Software and licenses
|
|
281,520
|
|
|
(220,290
|
)
|
|
282,399
|
|
|
(200,833
|
)
|
|
Website development
|
|
358,894
|
|
|
(269,173
|
)
|
|
361,919
|
|
|
(241,280
|
)
|
|
Total amortized intangible assets
|
$
|
3,396,235
|
|
$
|
(994,700
|
)
|
$
|
7,037,651
|
|
$
|
(4,550,414
|
)
|
The following table outlines the
amortization expense for the next five years and thereafter:
|
|
Amortization
|
|
|
|
to be
|
|
Years ending
December 31,
|
|
Recognized
|
|
2014 (9 months)
|
$
|
216,949
|
|
2015
|
|
158,025
|
|
2016
|
|
153,978
|
|
2017
|
|
138,451
|
|
2018
|
|
138,055
|
|
Thereafter
|
|
1,596,077
|
|
Total amortization to be recognized
|
$
|
2,401,535
|
|
15
8.
|
Fair Value Measurements
|
Accounting standards require the
categorization of financial assets and liabilities, based on the inputs to the
valuation technique, into a three-level fair value hierarchy. The various levels
of the fair value hierarchy are described as follows:
|
|
Level 1 Financial assets and liabilities whose values
are based on unadjusted quoted market prices for identical assets and
liabilities in an active market that we have the ability to access.
|
|
|
|
|
|
Level 2 Financial assets and liabilities whose values
are based on quoted prices in markets that are not active or model inputs
that are observable for substantially the full term of the asset or
liability.
|
|
|
|
|
|
Level 3 Financial assets and liabilities whose values
are based on prices or valuation techniques that require inputs that are
both unobservable and significant to the overall fair value measurement.
|
Accounting standards require the use of
observable market data, when available, in making fair value measurements. When
inputs used to measure fair value fall within different levels of the hierarchy,
the level within which the fair value measurement is categorized is based on the
lowest level input that is significant to the fair value measurement.
Common stock is valued at closing price
reported on the active market on which the individual securities are traded.
Annually we review the valuation
techniques used and determine if the fair value measurements are still
appropriate and evaluate and adjust the unobservable inputs used in the fair
value measurements based on current market conditions and third party
information. There were no changes in the valuation techniques during the
current year.
The fair value of the warrant
liabilities at March 31, 2014 and December 31, 2013 were valued using the Monte
Carlo Simulation method which incorporated the following assumptions:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Risk-free interest rate
|
|
1.112%
|
|
|
1.186%
|
|
Expected volatility
|
|
70%
|
|
|
70%
|
|
Expected life (years)
|
|
3.42
|
|
|
3.67
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
The fair value of the option portion of
our contingent purchase consideration liability March 31, 2014 and December 31,
2013 was valued using the Black-Scholes Merton model which incorporated the
following assumptions:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Risk-free interest rate
|
|
1.32%
|
|
|
1.27%
|
|
Expected volatility
|
|
70%
|
|
|
70%
|
|
Expected life (years)
|
|
4.0
|
|
|
4.0
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
16
The following tables present the fair
value hierarchy for those assets and liabilities measured at fair value on a
recurring basis at March 31, 2014 and December 31, 2013, respectively:
|
|
|
March 31, 2014
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total Fair Value
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities (see Note 12)
|
$
|
-
|
|
$
|
-
|
|
$
|
3,189,273
|
|
$
|
3,189,273
|
|
|
Contingent purchase price
consideration (see Note 9)
|
$
|
-
|
|
$
|
-
|
|
$
|
1,281,870
|
|
$
|
1,281,870
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total Fair Value
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
$
|
1,371
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities (see Note 12)
|
$
|
-
|
|
$
|
-
|
|
$
|
1,344,440
|
|
$
|
1,344,440
|
|
|
Contingent purchase price
consideration (see Note 9)
|
$
|
-
|
|
$
|
-
|
|
$
|
578,744
|
|
$
|
578,744
|
|
|
|
|
Level 3 Assets and Liabilities
|
|
|
|
|
For the Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
Purchases, sales
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
and issuances
|
|
|
Fair Value
|
|
|
|
|
|
|
|
1/1/2014
|
|
|
and settlements
|
|
|
(gain) / loss
|
|
|
3/31/2014
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities (see Note 12)
|
$
|
1,344,440
|
|
$
|
(594,185
|
)
|
$
|
2,439,018
|
|
$
|
3,189,273
|
|
|
Contingent purchase price
consideration (see Note 9)
|
$
|
578,744
|
|
$
|
-
|
|
$
|
703,126
|
|
$
|
1,281,870
|
|
|
|
Quantitative Information about Level 3 Fair Value
Measurements
|
|
|
For the Three Months Ended March 31, 2014
|
|
|
Fair Value at
|
Valuation
|
Unobservable
|
|
|
|
3/31/2014
|
Techniques
|
Inputs
|
Input
|
|
|
|
|
|
|
|
Warrant liabilities
|
$ 3,189,273
|
Monte Carlo Simulation Method
|
Risk-free rate of interest
|
1.112%
|
|
|
|
|
Expected volatility
|
70%
|
|
|
|
|
Expected life (years)
|
3.42
|
|
|
|
|
Expected dividend yield
|
0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
$ 1,281,870
|
Black-Scholes Merton Model
|
Risk-free rate of interest
|
1.320%
|
|
|
|
|
Expected volatility
|
70%
|
|
|
|
|
Expected life (years)
|
4.00
|
|
|
|
|
Expected dividend yield
|
0%
|
The significant unobservable inputs
used in the fair value measurement of the Companys warrant liability and
contingent consideration includes the risk free interest rate, expected
volatility, expected life and expected dividend yield. Significant increases or
decreases in any of those inputs in isolation would result in a significantly
different fair value measurement
17
9.
|
Sinotop Contingent Consideration
|
|
|
|
In connection with the acquisition of Sinotop Hong Kong
on July 30, 2010, if specified performance milestones are achieved,
Weicheng Liu (Mr. Liu or the Seller) will be entitled to earn up to
(i) an additional 403,820 shares of common stock of the Company, (ii)
three-year warrants to purchase 571,275 shares of the Companys common
stock, equivalent to 5.0% of the total number of shares of the Companys
common stock underlying all outstanding warrants as of immediately
following the closing of the July 2010 financing and (iii) a four-year
option to purchase 80,000 shares of the Companys common stock which was
equal to 5% of the total number of shares of the Companys common stock
underlying all outstanding options of the Company granted to individuals
employed by the Company as of September 1, 2010 (collectively, the
securities referred to in clauses (i), (ii) and (iii) are referred to
herein as the Earn-Out Securities). The milestones are as follows:
Sinotop Hong Kong will ensure that (i) at the end of the first earn-out
year (July 1, 2012), at least 3 million homes will have access to the
Companys VOD services, (ii) at the end of the second earn-out year (July
1, 2013), at least 11 million homes will have access to the Companys VOD
services, and (iii) at the end of the third earn-out year (July 1, 2014),
at least 30 million homes will have access to the Companys VOD
services.
|
|
|
|
Subsequent to the acquisition of Sinotop, the Company
underwent a warrant exchange that converted the three- year warrants to be
potentially earned under clause (ii) above to 332,002 shares of common
stock. As such, the Earn-Out Securities subject to the achievement of the
specified performance milestones were 735,822 shares of common stock and a
four-year option to purchase 80,000 shares of common stock.
|
|
|
|
The Company recorded a contingent consideration
obligation related to the Earn-Out Securities at the time of acquisition
which totaled $2,750,966, representing the fair value of the estimated
payment of the full earn-out. The contingent consideration is classified
as a liability because the Earn-Out Securities do not meet the fixed-
for-fixed criteria under ASC 815-40-15 for equity classification. Further
ASC 815-40-15 requires us to re- measure the contingent consideration
obligation at the end of every reporting period with the change in value
reported in the consolidated statements of operations and, accordingly, we
reported a loss of 703,126 and $41,648, for the three months ended March
31, 2014 and 2013, respectively.
|
|
|
|
As of the end of the second earn-out year (July 1, 2013),
the second milestone was achieved with over 11 million homes having access
to our VOD services. As such, we issued in total 490,548 shares of our
common stock and 53,334 options to Mr. Liu for achieving the first two
year milestones. As of March 31, 2014, we recorded a purchase price
consideration liability in the amount of $1,281,870 related to the
remaining earn-out year.
|
|
|
|
The following is the roll-forward of the estimated fair
value of the contingent consideration obligation for the acquisition of
Sinotop Hong Kong at March 31, 2014 and December 31, 2013,
respectively.
|
|
|
|
January 1,
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
2014
|
|
|
Earned
|
|
|
Change in
|
|
|
2014
|
|
|
Class of
consideration
|
|
Fair
Value
|
|
|
Fair
Value
|
|
|
Fair
Value
|
|
|
Fair
Value
|
|
|
Common shares
|
$
|
554,319
|
|
$
|
-
|
|
$
|
649,976
|
|
$
|
1,204,295
|
|
|
Stock options
|
|
24,425
|
|
|
-
|
|
|
53,150
|
|
|
77,575
|
|
|
Total contingent consideration
|
$
|
578,744
|
|
$
|
-
|
|
$
|
703,126
|
|
$
|
1,281,870
|
|
|
The number of instruments remaining to be earned consists
of 245,274 common shares and 26,666 options.
|
18
10.
|
Related Party Transactions
$3.0 Million Convertible Note
|
On May 10, 2012, our Executive Chairman
and Principal Executive Officer, Mr. Shane McMahon, made a loan to the Company
in the amount of $3,000,000. In consideration for the loan, the Company issued a
convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000
(the
Note
). Upon issuance, the conversion price of the Note was equal
to the price per share paid for securities by investors in the most recent
financing (as of the date of conversion) of equity or equity-linked securities
of the Company. Thereafter, on May 21, 2012, at the Companys request, the
Company and Mr. McMahon entered into Amendment No. 1 to the Note, pursuant to
which the price per share at which the Note, or any convertible securities into
which the Note is converted, may be converted into shares of the Companys
common stock, shall not be less than $4.75, which amount represents the closing
bid price of the Companys common stock on the trading day immediately prior to
the date of the Note in accordance with the rules and regulations of The Nasdaq
Stock Market, Inc.
On April 12, 2013, the majority
shareholders of the Company approved an amendment to the Note, as amended on May 21, 2012, to
remove the $4.75 floor to the conversion price of the Note and such approval and
such amendment was effective following the expiration of the 20-day period
mandated by Rule 14c-2.
Effective May 10, 2013, the Company and
Mr. McMahon entered into Amendment No. 3 to the Note pursuant to which (i) the
Note will mature on November 10, 2013, and (ii) the net proceeds of any
financing of equity or equity-linked securities of the Company occurring on or
before such date will be used to repay the Note until the full amount of the
Note, and all accrued interest on the Note.
In connection with the Series D
Amendment (as discussed below in Note 11), on November 4, 2013, the Company and
Mr. McMahon entered into a waiver, pursuant
to which (i) Mr. McMahon waived the Companys obligation to repay the
Note on November 10, 2013, (ii) the Company and Mr. McMahon agreed that the
principal and all interest on the Note shall become due and payable on
the earlier of (a) the closing of the Series E Financing, or (b) if there is no
Series E Financing, the date when the Bridge Note (as discussed below in Note 11) is repaid in full or converted
into shares of Series D Preferred Stock, and (iii) Mr. McMahon waived the Companys obligation to
repay the Note with the proceeds received from the issuance of the
Bridge Note.
Effective on January 31, 2014, the
Company and Mr. McMahon entered into Amendment No. 4 to the Note
pursuant to which the Note will be, at Mr. McMahons option, payable on
demand or convertible on demand into shares of Series E Preferred Stock of the Company (the Series E Preferred Stock) at a
conversion price of $1.75, until December 31, 2014. As a result, the Company
recognized a beneficial conversion feature discount calculated as the difference
between the Series E convertible stock at its intrinsic value, which was the
fair value of the common stock at the commitment date for the Series E
Convertible Preferred Stock investment and the effective conversion price. As
such, we recognized a beneficial conversion feature of approximately $2,126,000 which was reflected as
interest expense since the note was convertible at the issuance date.
Short-term Loans
On June 10, 2013, Shane McMahon made a
short-term loan in the amount of $40,000 to the Company which was repaid in full
on July 11, 2013.
On June 26, 2013, at the Companys
request, Shane McMahon made a loan to the Company in the amount of $150,000 in
order for the Company to make certain payments, pending consummation of the
Series D investment transaction described in Note 11. In consideration for the
loan, the Company issued a Promissory Note to Mr. McMahon in the aggregate
principal amount of $150,000 (the June 2013 Note). The June 2013 Note was to mature on the
earlier of the Series D investment transaction, or, if that transaction was not
consummated, six months from the date of issuance. On July 11, 2013, the Company
repaid all amounts owed to Mr. McMahon under the June 2013 Note.
19
Video On Demand Business
|
Cost of Revenue
|
|
|
|
Zhong Hai Video paid licensed content fees of
approximately $41,000 and $40,000 for the three months ended March 31,
2014 and 2013, respectively, to Hua Cheng Hu Dong (Beijing) Film and
Television Communication Co., Ltd., the minority shareholder of Zhong Hai
Video.
|
|
|
|
Sale of WFOE
|
|
|
|
Effective March 25, 2014, WFOE, our wholly-owned
subsidiary, was sold to Linkstar Global Investment Limited (see Note 3),
whose shareholder is a family member of one of our management personnel.
We recorded a note receivable in the amount of $50,000 for the WFOE sale
which has been included in other current assets. Our chief executive officer, Mr. Liu Weicheng, is the legal representative of WFOE after the sale. In addition, $100,618 due
from WFOE is included in our accounts receivable as of March 31, 2014.
|
|
|
11.
|
Series D and Series E Preferred Stock Financing and
Convertible Note
|
Series D and Series E Preferred
Stock
On July 5, 2013, we entered into a
Series D Preferred Stock Purchase Agreement (the Series D Purchase Agreement)
with C Media Limited (the Investor or C Media), pursuant to which we sold to
the Investor 2,285,714 shares of Series D 4% Convertible Redeemable Preferred
Stock of the Company (the Series D Preferred Stock) for $1.75 per share, or a
total purchase price of $4,000,000.
The Series D Preferred Stock and any
dividends thereon may be converted into shares of our common stock at any time
by the Investor at a conversion price of $1.75 per share. The dividends on the
Series D Preferred Stock are payable, at our option, in cash, if permissible, or
in additional shares of common stock. In the event the Series E Preferred Stock
financing transaction (discussed below) is not consummated on or prior to
October 31, 2013, the Series D Preferred Stock shall become immediately
redeemable at the option of the Investor. The redemption may be exercised in
whole or in part at $1.75 dollars per share, plus all unpaid and accrued
dividends. The Investor shall have the right to vote with our stockholders in
any matter. The Investor shall be entitled to one vote per common stock on an
as-converted basis, based on the conversion price of $1.75 per share. Upon any
liquidation, dissolution or winding-up of the Company, the Investor shall be
entitled to receive an amount equal to the then-outstanding Series D Preferred
Stock at $1.75 per share, plus any accrued and unpaid dividends, prior to and in
preference of holders of common stock or Series A, B or C preferred stock.
The Series D Preferred Stock when
issued was a hybrid instrument comprised of a (i) a preferred stock and (ii) an
option to convert the preferred stock into shares of our common stock (the
Conversion Option). The Conversion Option derives its value based on the
underlying fair value of the shares of our common stock as does the Series D
Preferred Stock, and therefore is clearly and closely related to the underlying
preferred stock. Since the Series D Preferred Stock may ultimately be redeemed
at the option of the holder, the carrying value of the shares, net of
unamortized discount and accumulated dividends, has been classified as temporary
equity.
The Company paid issuance costs of
approximately $849,000 in cash and issued warrants to the placement agent to
purchase 228,571 shares of our common stock at $1.75 per share. The fair value
of the warrants was calculated using the Black-Scholes model with the following
assumptions: expected life of 5 years, expected dividend rate of 0%, volatility
of 70% and an interest rate of 1.60% . The exercise price of the warrants was
$1.75. The warrants were valued at $247,995 at the date of issuance. The Series
D Preferred Stock was recorded net of issuance costs of $1,097,041 at the
issuance date, as a charge to additional paid-in capital, due to our deficit in
retained earnings during the period ended December 31, 2013.
The Company recognized a beneficial
conversion feature discount on the Series D Preferred Stock at its intrinsic
value, which was the fair value of the common stock at the commitment date for
the Series D Preferred Stock investment, less the effective conversion price. As
such, the Company recognized approximately $183,000 of beneficial conversion
feature as a deemed dividend and increase in Series D Preferred Stock on the
date of issuance since these shares were convertible at the issuance date. Subsequently, the Company converted the Series D Convertible Preferred Stock to Series E Preferred Stock which was binding and legally enforceable by both parties on January 31, 2014 which established a new “commitment date” pursuant to ASC 470-20. As such the previously recognized beneficial conversion feature of $183,000 related to our Series D Preferred Stock was reversed and the Company recognized $2,651,429 of beneficial conversion feature as a deemed dividend related to the exchange of Series D Preferred Stock to Series E Preferred Stock. Further, the Company was
obligated to pay cumulative dividends of 4% per annum. In the first quarter of
2014, we paid in full the total cumulative dividends due of $92,054.
$2.0 Million Convertible Note
On November 4, 2013, the Company issued
a convertible note to C Media in $2,000,000 principal amount (the Bridge
Note). The Bridge Note has an annual interest rate of 4% and matures on January
5, 2015. Upon the closing of a financing pursuant to the terms of the Series D
Purchase Agreement by and between the Company and C Media, dated as of July 5, 2013, as amended as of
November 4, 2013 (as discussed below) in which C Media invests funds in the
Company in exchange for shares of the Series E Preferred Stock, the principal
amount and all unpaid interest of the Bridge Note shall automatically be
converted into shares of Series E Preferred Stock at a conversion price equal to
the per share purchase price paid for the Series E Preferred Stock by C Media.
If the Bridge Note is not converted into shares of Series E Preferred Stock
within 30 days following the issuance of the Bridge Note (or, in the event that
all of the conditions to the Series E Financing contained in the Series E
Purchase Agreement (defined below) have been satisfied except the condition set
forth in Section 6.1(i)(ii) of the Series E Purchase Agreement, then, at C
Medias option, by January 31, 2014 (the Optional Extension Date)), the
principal amount and all accrued and unpaid interest under the Bridge Note may,
at C Medias option, be converted into shares of the Companys Series D
Preferred Stock at a conversion price of $1.75 per share. In connection with the
issuance of the Bridge Note, we recorded debt issuance costs of $370,008 to
current assets to be amortized over the period of the earliest possible
conversion date which is January 31, 2014. As such we have recorded interest
expense of $128,879 and $241,129 during 2014 and 2013, respectively. The
issuance costs included cash paid of $241,936 and the issuance of warrants to
the placement agent to purchase 114,285 shares of common stock at $1.75 per
share. The fair value of the warrants was calculated using the Black-Scholes
model with the following assumptions: expected life of 5 years, expected
dividend rate of 0%, volatility of 70% and an interest rate of 1.36% . The
exercise price of the warrants was $1.75. The warrants were valued at $128,072
at the date of issuance.
20
Amendment to Series D Stock Purchase Agreement
On November 4, 2013, in connection with the issuance of the
Bridge Note, the Company and C Media entered into Amendment No. 1 to the Series
D Purchase Agreement (the Series D Amendment). Pursuant to the original Series
D Purchase Agreement, dated July 5, 2013, the Company and C Media agreed, among
other things, that each party would act in good faith and with fair dealing to
finalize an agreement for the purchase and sale of shares of Series E Preferred
Stock pursuant to the terms of a Series E Purchase Agreement on or before
October 31, 2013. Pursuant to the Series D Amendment, the parties agreed that
each party would act in good faith and with fair dealing to finalize the Series
E Purchase Agreement on or before the 30
th
day following the issuance
of the Bridge Note.
Also in connection with the Series D Amendment, C Media
executed a waiver and consent with the Company as of October 31, 2013 agreeing,
among other things, to waive its right to redeem its Series D Shares as of
October 31, 2013 until the 30
th
day following the issuance of the
Bridge Note or the Optional Extension Date.
On December 4, 2013, C Media exercised its Optional Extension
Option which extended the date to January 31, 2014.
Conversion to Series E Preferred Stock and Conversion of $2M
Convertible Note
On January 31, 2014, the Company entered into a Series E
Preferred Stock Purchase Agreement (the Series E Purchase Agreement) with C
Media and certain other purchasers (collectively, the Investors), pursuant to
which the Company issued to the Investors an aggregate of 14,285,714 shares of
Series E Preferred Stock of the Company for $1.75 per share, or a total purchase
price of $25.0 million. Among the 14,285,714 shares of Series E Preferred Stock
issued to the Investors, (i) 1,142,857 shares were issued upon the conversion of
the Bridge Note issued to C Media in principal amount of $2,000,000, (ii)
10,857,143 shares were issued for an aggregate purchase price of $19 million,
and (iii) 2,285,714 shares were issued upon the conversion of 2,285,714 shares
of Series D Preferred Stock held by C Media, which constitute all of the issued
and outstanding shares of Series D Preferred Stock, into the Series E Preferred
Stock pursuant to the Series E Purchase Agreement. In connection with the
issuance of the Series E Preferred Stock, we recorded issuance costs of
$4,552,347 to additional paid in capital. The issuance costs included cash paid
of $2,386,275 and the issuance of warrants to the placement agent to purchase
1,085,714 shares of common stock at $1.75 per share. The fair value of the
warrants was calculated using the Black-Scholes model with the following
assumptions: expected life of 5 years, expected dividend rate of 0%, volatility
of 70% and an interest rate of 1.49% . The exercise price of the warrants was
$1.75. The warrants were valued at $2,166,296 at the date of issuance.
In connection with the Series E financing, a total beneficial
conversion feature of $16,571,429 was recognized in Additional Paid-in Capital.
21
12.
|
Warrant Liabilities
|
|
|
|
In connection with our August 30, 2012 private financing,
we issued 977,063 warrants to investors and the broker. In accordance with
FASB ASC 815-40-15-5, Determining Whether an Instrument (or Embedded
Feature) is Indexed to an Entitys Own Stock, the warrants have been
characterized as derivative liabilities to be re- measured at the end of
every reporting period with the change in value reported in the
consolidated statement of operations. On August 30, 2012, such warrants
were valued at $1,525,000 utilizing a valuation model and were initially
recorded as a liability. As of March 31, 2014 and December 31, 2013, the
warrant liability was re-valued using a Monte Carlo valuation as disclosed
in Note 8, Fair Value Measurement, and was adjusted to its current fair
value of approximately $3,189,000 and $1,344,000 as determined by the
Company, resulting in a loss of approximately $2,439,000 and $25,000 for
the three months ended March 31, 2014 and 2013, respectively. During the
first quarter of 2014, 125,000 warrants were exercised at an exercise
price $1.50 for gross proceeds received of $187,500.
|
|
|
13.
|
Net Loss Per Common Share
|
|
|
|
Basic net loss per common share attributable to YOU On
Demand shareholders is calculated by dividing the net loss attributable to
YOU On Demand shareholders by the weighted average number of outstanding
common shares during the period. Diluted net loss per common share
includes the weighted average dilutive effect of stock options, warrants
and series preferred stocks. In determining the loss to common
stockholders, net loss has been reduced by dividends on Series E Preferred
Stock.
|
|
|
|
In January 2013, the remainder of our Series B Preferred
Stock (7,866,800 shares) was converted to 1,048,907 common shares. In September
2013, 162,500 shares of our Series C Preferred Stock were converted to
260,000 common shares.
|
|
|
|
For the three months ended March 31, 2014 and 2013, the
number of securities convertible into common shares not included in
diluted EPS because the effect would have been anti-dilutive consists of
the following:
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
Warrants
|
|
2,507,300
|
|
|
1,367,063
|
|
|
Options
|
|
1,896,854
|
|
|
1,584,501
|
|
|
Series A Preferred Stock
|
|
933,333
|
|
|
933,333
|
|
|
Series C Preferred Stock
|
|
140,000
|
|
|
250,000
|
|
|
Series E Preferred Stock
|
|
14,285,714
|
|
|
-
|
|
|
Convertible promissory note
|
|
1,844,102
|
|
|
2,030,835
|
|
|
Total
|
|
21,607,303
|
|
|
6,165,732
|
|
22
The Company has reserved its authorized
but unissued common stock for possible future issuance in connection with the
following:
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
Exercise of stock warrants
|
|
2,507,300
|
|
|
1,367,063
|
|
|
Exercise and future grants of stock options
|
|
4,023,455
|
|
|
4,051,986
|
|
|
Conversion of preferred stock
|
|
15,359,047
|
|
|
1,333,333
|
|
|
Issuance of restricted stock grants
|
|
-
|
|
|
28,965
|
|
|
Contingent issuable shares in connection
with Sinotop acquisition
|
|
245,274
|
|
|
490,548
|
|
|
Issuable shares from conversion of promissory notes payable
|
|
1,844,102
|
|
|
2,030,835
|
|
|
Additional common stock due to reset
provision
|
|
-
|
|
|
436,238
|
|
|
Total
|
|
23,979,178
|
|
|
9,738,968
|
|
14.
|
Share-Based Payments
|
|
|
|
As of March 31, 2014, the Company has 1,896,854 options
and 2,507,300 warrants outstanding to purchase shares of our common
stock.
|
|
|
|
The following table provides the details of the
approximate total share based payments expense during the three months
ended March 31, 2014 and 2013:
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
Stock option amortization
|
$
|
139,000
|
|
$
|
164,000
|
|
(a)
|
Stock issued for services
|
|
-
|
|
|
79,000
|
|
(b)
|
Stock warrants issued for services
|
|
-
|
|
|
108,000
|
|
(c)
|
|
$
|
139,000
|
|
$
|
351,000
|
|
|
|
(a)
|
The Company accounts for its stock option awards to
employees pursuant to the provisions of ASC 718,
Stock
Compensation
. The fair value of each option award is estimated on the
date of grant using the Black-Scholes Merton valuation model. The Company
recognizes the fair value of each option as compensation expense ratably
using the straight-line attribution method over the service period, which
is generally the vesting period. There were no employee stock options
granted during the first quarter of 2014 and 2013.
|
|
|
|
|
(b)
|
During the first quarter of 2013, 28,390 shares were issued to
certain consultants and directors for services vested. We record the
common shares at the closing price on the issue date. We expensed to
consulting and marketing services $79,000 during the three months ended
March 31, 2013. No shares were issued for services in 2014.
|
|
|
|
|
(c)
|
During the first quarter of 2013, we issued 166,677
consulting warrants and 3,333 warrants vested during the period. The fair
value of the warrants was estimated on the date of grant using the Black-
Scholes Merton valuation model. We expensed to marketing $44,000 and
recorded $64,000 to prepaid expense to be recognized for services provided
in the remainder of 2013. No warrants were issued for services in
2014.
|
23
Effective as of December 3, 2010, Board
of Directors approved the YOU On Demand Holdings, Inc. 2010 Stock Incentive Plan
(the Plan) pursuant to which options or other similar securities may be
granted. The maximum aggregate number of shares of our common stock that may be
issued under the Plan is 4,000,000 shares.
The following table summarizes the
number of securities outstanding, granted and available for issuance as of March
31, 2014:
|
|
Number of
|
|
|
|
Securities
|
|
Approved plan
|
|
4,000,000
|
|
Options granted
|
|
(2,048,569
|
)
|
Options canceled
|
|
148,504
|
|
Restricted shares granted
|
|
(196,477
|
)
|
Options and restricted shares available for
issuance
|
|
1,903,458
|
|
Stock Options
Stock option activity for the three
months ended March 31, 2014 is summarized as follows:
|
|
|
Options
|
|
|
Weighted Average
|
|
|
Intrinsic
|
|
|
|
|
Outstanding
|
|
|
Exercise Price
|
|
|
Value
|
|
|
Outstanding at January 1, 2014
|
|
1,878,835
|
|
$
|
2.64
|
|
|
|
|
|
Granted
|
|
22,435
|
|
|
2.91
|
|
|
|
|
|
Exercised
|
|
(416
|
)
|
|
2.00
|
|
|
|
|
|
Canceled
|
|
(4,000
|
)
|
|
2.00
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
1,896,854
|
|
$
|
2.65
|
|
$
|
4,392,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at March 31, 2014
(vested)
|
|
1,396,441
|
|
$
|
2.86
|
|
$
|
2,952,143
|
|
In the first quarter of 2014, the
Company granted 22,435 options to board members for services provided in 2013.
The weighted average grant-date fair value of options granted during the three
months ended March 31, 2014 was $2.91. The total intrinsic value of options
exercised during the three months ended March 31, 2014 was $1,577. There were no
options granted for the same period in 2013.
The following table summarizes
information concerning outstanding and exercisable options as of March 31,
2014:
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
Range of
|
|
Number
|
|
|
Contractual Life
|
|
|
Weighted Average
|
|
|
Number
|
|
|
Weighted Average
|
|
Exercise Prices
|
|
Outstanding
|
|
|
(Years)
|
|
|
Exercise Price
|
|
|
Exerciseable
|
|
|
Exercise Price
|
|
$1 - $2
|
|
375,000
|
|
|
9.51
|
|
$
|
1.65
|
|
|
46,875
|
|
$
|
1.65
|
|
$2 - $3
|
|
613,854
|
|
|
7.04
|
|
|
2.03
|
|
|
532,122
|
|
|
2.04
|
|
$3 - $5
|
|
906,667
|
|
|
6.55
|
|
|
3.38
|
|
|
816,111
|
|
|
3.35
|
|
$5 - $74
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$74 - $75
|
|
1,333
|
|
|
3.95
|
|
|
75.00
|
|
|
1,333
|
|
|
75.00
|
|
|
|
1,896,854
|
|
|
7.29
|
|
$
|
2.65
|
|
|
1,396,441
|
|
$
|
2.86
|
|
24
The following table summarizes the
status of options which contain vesting provisions:
|
|
Number
|
|
|
Average
|
|
|
|
of
|
|
|
Grant Date
|
|
|
|
Options
|
|
|
Fair
Value
|
|
Non-vested at January 1, 2014
|
|
582,337
|
|
$
|
1.52
|
|
Granted
|
|
22,435
|
|
|
2.23
|
|
Vested
|
|
(102,443
|
)
|
|
1.83
|
|
Exercised
|
|
416
|
|
|
1.06
|
|
Canceled
|
|
(1,917
|
)
|
|
1.06
|
|
Non-vested at March 31, 2014
|
|
500,828
|
|
$
|
1.48
|
|
As of March 31, 2014, the Company had
total unrecognized compensation expense related to options granted of
approximately $740,000 which will be recognized over a remaining service period
of 3.5 years. The total fair value of shares vested during the three months
ended March 31, 2014, and 2013, was $138,657 and $163,683, respectively.
Warrants
In connection with the Companys 2012
and 2013 financings, the Warner Brother Agreement and service agreements, the
Company issued warrants to investors and service providers to purchase common
stock of the Company.
As of March 31, 2014, the weighted
average exercise price of the warrants was $2.11 and the weighted average remaining life was
4.05 years. The following table outlines the warrants outstanding and
exercisable as of March 31, 2014 and December 31, 2013:
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Warrants Outstanding
|
|
Warrants Outstanding
|
|
|
Price
|
|
|
Date
|
|
|
2011 Warner Brothers Warrants
|
|
200,000
|
|
|
200,000
|
|
$
|
6.60
|
|
|
05/11/16
|
|
|
2011 Service Agreement Warrants
|
|
26,667
|
|
|
26,667
|
|
$
|
7.20
|
|
|
06/15/16
|
|
|
2012 August Financing Warrants
|
|
852,063
|
|
|
977,063
|
|
$
|
1.50
|
|
|
08/30/17
|
|
|
2013 Service Agreement Warrants
|
|
-
|
|
|
166,667
|
|
$
|
2.00
|
|
|
02/26/18
|
|
|
2013 Broker Warrants (Series D Financing)
|
|
228,571
|
|
|
228,571
|
|
$
|
1.75
|
|
|
07/05/18
|
|
|
2013 Broker Warrants (Convertible Note)
|
|
114,285
|
|
|
114,285
|
|
$
|
1.75
|
|
|
11/04/18
|
|
|
2014 Broker Warrants (Series E Financing)
|
|
1,085,714
|
|
|
-
|
|
$
|
1.75
|
|
|
01/31/19
|
|
|
|
|
2,507,300
|
|
|
1,713,253
|
|
|
|
|
|
|
|
15.
|
Income Taxes
|
|
|
|
As of March 31, 2014, the Company had approximately $23.6
million of the U.S domestic cumulative tax loss carryforwards (which
excludes the NOL carryforwards of approximately $1.7 million because of
the uncertainty of the position being sustained) and approximately $10.5
million of the foreign cumulative tax loss carryforwards which may be
available to reduce future income tax liabilities in certain
jurisdictions. These U.S. and foreign tax loss carryforwards will expire
beginning year 2027 through 2034 and year 2015 to year 2019, respectively.
We have established a 100% valuation allowance against our net deferred
tax assets due to our history of pre-tax losses and the likelihood that
the deferred tax assets will not be realizable, therefore a
net deferred tax liability arises from one jurisdiction. The
valuation allowance increased approximately $1.4 million during the three
months ended March 31, 2014.
|
|
|
|
We are not aware of any unrecorded tax liabilities which
would impact our financial position or our results of
operations.
|
25
16.
|
Commitments and Contingencies
|
|
|
|
Severance Commitment
|
|
|
|
The Company has employment agreements with certain
employees that provide severance payments upon termination of employment
under certain circumstances, as defined in the applicable agreements. As
of March 31, 2014, the Company's potential minimum cash obligation to
these employees was approximately $1,923,000.
|
|
|
|
Operating Lease Commitment
|
|
|
|
The Company is committed to paying leased property costs
related to our offices in New York and China through 2017 as
follows:
|
|
|
Leased
|
|
|
|
Property
|
|
Years ending
December 31,
|
|
Costs
|
|
2014 (9 months)
|
|
596,000
|
|
2015
|
|
814,000
|
|
2016
|
|
715,000
|
|
2017
|
|
63,000
|
|
Thereafter
|
|
-
|
|
Total
|
$
|
2,188,000
|
|
Licensed Content Commitment
The Company is committed to paying
content costs through 2016 as follows:
|
|
Content
|
|
Years ending
December 31,
|
|
Costs
|
|
2014 (9 months)
|
|
1,072,000
|
|
2015
|
|
2,317,000
|
|
2016
|
|
1,052,000
|
|
Thereafter
|
|
-
|
|
Total
|
$
|
4,441,000
|
|
Other
The Company is committed to paying
service fees to certain consultants of $25,000 through the second quarter of
2014.
From time to time, we may become
involved in various lawsuits and legal proceedings which arise in the ordinary
course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that
may harm our business. We are currently not aware of any such legal proceedings
or claims that we believe will have a material adverse effect on our business,
financial condition or operating results.
26
17.
|
Subsequent Events
|
|
|
|
During the second quarter of 2014, pursuant to our warrant
and option agreements we issued 315,868 shares of common stock. Further, the
remaining 87,500 shares of our Series C Preferred Stock were converted to
140,000 common shares.
|
|
|
|
On May 9, 2014, Sinotop Hong Kong effectively changed
its name to YOU on Demand (Asia) Limited.
|
27
Cautionary Note Regarding Forward Looking Statements
This Form 10-Q contains forward-looking statements that
involve risks and uncertainties. You can identify these statements by the use of
forward-looking words such as "may", "will", "expect", "anticipate", "estimate",
"believe", "continue", or other similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or financial condition
or state other "forward-looking" information. We believe that it is important to
communicate our future expectations to our investors. However, these
forward-looking statements are not guarantees of future performance and actual
results may differ materially from the expectations that are expressed, implied
or forecasted in any such forward-looking statements. There may be events in the
future that we are unable to accurately predict or control, including weather
conditions and other natural disasters which may affect demand for our products,
and the productdevelopment and marketing efforts of our competitors. Examples
of these events are more fully described in the Companys Annual Report on Form
10-K for the year ended December 31, 2013 under Part I. Item 1A. Risk Factors.
Unless required by law, the Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. However, readers should carefully
review the reports and documents the Company files from time to time with the
SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K
, Current Reports on Form 8-K and all amendments to those reports.
Consolidated Results of Operations
Comparison of Three Months Ended March 31, 2014 and 2013
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
Amount
|
|
|
%
|
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
Change
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
138,000
|
|
$
|
1,000
|
|
$
|
137,000
|
|
|
13700%
|
|
Cost of revenue
|
|
876,000
|
|
|
849,000
|
|
|
27,000
|
|
|
3%
|
|
Gross loss
|
|
(738,000
|
)
|
|
(848,000
|
)
|
|
110,000
|
|
|
-13%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
1,641,000
|
|
|
1,984,000
|
|
|
(343,000
|
)
|
|
-17%
|
|
Professional fees
|
|
185,000
|
|
|
251,000
|
|
|
(66,000
|
)
|
|
-26%
|
|
Depreciation and amortization
|
|
150,000
|
|
|
293,000
|
|
|
(143,000
|
)
|
|
-49%
|
|
Total operating expense
|
|
1,976,000
|
|
|
2,528,000
|
|
|
(552,000
|
)
|
|
-22%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(2,714,000
|
)
|
|
(3,376,000
|
)
|
|
662,000
|
|
|
-20%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest & other income / (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
3,000
|
|
|
-
|
|
|
3,000
|
|
|
-
|
|
Interest expense
|
|
(2,292,000
|
)
|
|
(30,000
|
)
|
|
(2,262,000
|
)
|
|
7540%
|
|
Change in fair value of warrant liabilities
|
|
(2,439,000
|
)
|
|
(25,000
|
)
|
|
(2,414,000
|
)
|
|
9656%
|
|
Change in fair value of contingent
consideration
|
|
(703,000
|
)
|
|
(41,000
|
)
|
|
(662,000
|
)
|
|
1615%
|
|
Loss on investment in unconsolidated entities
|
|
(5,000
|
)
|
|
(3,000
|
)
|
|
(2,000
|
)
|
|
67%
|
|
Gain on sale of subsidiary
|
|
755,000
|
|
|
-
|
|
|
755,000
|
|
|
-
|
|
Loss on dissolution of variable interest entity
|
|
(27,000
|
)
|
|
-
|
|
|
(27,000
|
)
|
|
-
|
|
Other
|
|
(53,000
|
)
|
|
(1,000
|
)
|
|
(52,000
|
)
|
|
5200%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
before income taxes and noncontrolling interests
|
|
(7,475,000
|
)
|
|
(3,476,000
|
)
|
|
(3,999,000
|
)
|
|
115%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
23,000
|
|
|
31,000
|
|
|
(8,000
|
)
|
|
-26%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
(7,452,000
|
)
|
|
(3,445,000
|
)
|
|
(4,007,000
|
)
|
|
116%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
-
|
|
|
(230,000
|
)
|
|
230,000
|
|
|
-100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(7,452,000
|
)
|
|
(3,675,000
|
)
|
|
(3,777,000
|
)
|
|
103%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interests
|
|
235,000
|
|
|
330,000
|
|
|
(95,000
|
)
|
|
-29%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU On Demand shareholders
|
|
(7,217,000
|
)
|
|
(3,345,000
|
)
|
|
(3,872,000
|
)
|
|
116%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on preferred stock
|
|
(16,402,000
|
)
|
|
-
|
|
|
(16,402,000
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU on Demand common shareholders
|
$
|
(23,619,000
|
)
|
$
|
(3,345,000
|
)
|
$
|
(20,274,000
|
)
|
|
|
|
31
Revenues
Revenues for the three months ended March 31, 2014, totaled
$138,000, as compared to $1,000 for 2013. The increase in revenue of
approximately $137,000 is attributable to the growth of our VOD business.
Gross Loss
Our gross loss for the three months ended March 31, 2014 was
$738,000, as compared to $848,000 during 2013. The decrease in gross loss of
approximately $110,000, or 13%, is mainly due to increased revenue related to
our VOD business. Our content license agreements with production companies
incorporate minimum guaranteed payment levels which, as our operations are just
evolving, revenues from operations do not yet meet the threshold at which they
exceed those costs.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses for the three
months ended March 31, 2014, decreased approximately $343,000 to $1,641,000, as
compared to $1,984,000 for the three months ended March 31, 2013.
Salaries and personnel costs are the primary components of
selling, general and administrative expenses. For the three months ended March
31, 2014 salaries and personnel costs accounted for 67% of our selling, general
and administrative expenses. For the three months ended March 31, 2014, salaries
and personnel costs totaled $1,095,000, a decrease of $143,000, or 12%, as
compared to $1,239,000 for the same period of 2013 due to staff reductions made
as part of our cost savings initiatives.
The other major components of our selling, general and
administrative expenses include technology, marketing, business development and
rent expenses. For the three months ended March 31, 2014, these costs totaled
$370,000, a net increase of $16,000, or 4%, as compared to $354,000 in 2013, due
to increases in rent and technology expenses which are partially offset by a
decrease in marketing and business development expenses.
Professional Fees
Professional fees are generally related to public company
reporting and governance expenses as well as legal fees related to expansion of
our VOD business. Our costs for professional fees decreased $66,000, or 26%, to
$185,000 for the three months ended March 31, 2014, from $251,000 during 2013.
The decrease in professional fees was primarily due to a reduction in consulting
and legal fees.
Depreciation and Amortization
Our depreciation expense decreased $3,000, or 4%, to $65,000 in
the three months ended March 31, 2014, from $68,000 during 2013.
Our amortization expense decreased $140,000, or 62%, to $85,000
in the three months ended March 31, 2014, from $225,000 during 2013. The
decrease is mainly because our non-compete agreement was fully amortized as of
January 31, 2013.
Interest Expense
Our interest expense increased $2,262,000 to
$2,292,000 for the three months ended March 31, 2014, from $30,000 during 2013,
primarily due to (1) the amortization of debt issuance costs related to the
issuance of the $2.0 million convertible note and (2) the recognition of the
beneficial conversion feature related to the modification of the $3.0 million
convertible note as discussed in Note 10 of the consolidated financial
statements included in this report.
32
Change in Fair value of Warrant Liabilities
Our warrants are characterized as derivative liabilities to be
re-measured at the end of every reporting period with the change in value
reported in the statement of operations and, accordingly, we reported a loss of
$2,439,000 and $25,000 for the three months ended March 31, 2014 and 2013,
respectively. The changes are primarily due to the increase in our closing stock
price.
Change in Fair Value of Contingent
Consideration
Our contingent consideration related to our acquisition of
Sinotop Hong Kong is classified as a liability because the earn-out securities
do not meet the fixed-for-fixed criteria under ASC 815-40-15. Further, ASC
815-40-15 requires us to re-measure at the end of every reporting period with
the change in value reported in the statement of operations and, accordingly, we
reported a loss of $703,000 and $41,000 for the three months ended March 31,
2014 and 2013, respectively. The changes are primarily due to the increase in
our closing stock price.
Gain on Sale of Subsidiary and Loss on Dissolution of
Variable Interest Entity
Effective March 25, 2014, we deconsolidated our ownership in
WFOE and Jinan Zhong Kuan. As such, we recorded a gain of $755,000 on the sale
of WFOE and a loss of $27,000 on dissolution of Jinan Zhong Kuan as discussed in
Note 3 of our consolidated financial statements included in this report.
Discontinued Operations
Effective July 31, 2013, we sold our 51% interest in Jinan
Broadband to Shandong Broadcast Network Limited in order to focus on our core
VOD business and help with cash flow needs. As such, Jinan Broadband is
accounted for as discontinued operations in our consolidated financial
statements included in this report.
Net Loss Attributable to Non-controlling
Interest
Hua Cheng is a 20% non-controlling interest in Zhong Hai Video
and as such we allocate 20% of the operating loss of Zhong Hai Video to Hua
Cheng. During the three months ended March 31, 2014, $235,000 of our operating
loss from Zhong Hai Video was allocated to Hua Cheng, as compared to $217,000
during the same period of 2013.
49% of the operating loss of our Jinan Broadband subsidiary was
allocated to Shandong Cable (previously Jinan Parent), the 49% co-owner of this
business. During the three months ended March 31, 2013, $113,000 of our
operating losses from Jinan Broadband was allocated to Jinan Parent. Effective
July 31, 2013, the Company sold its 51% interest in Jinan Broadband. See Note 4
to our consolidated financial statements included in this report.
Dividends on Preferred Stock
For three months ended March 31, 2014, in connection with the
issuance of Series E Preferred Stock, we recorded dividends
of approximately $16,402,000. This amount is comprised of (1) recognition of a deemed dividend for a
beneficial conversion feature discount of $16,571,000, (2) reversal of a deemed dividend for the
beneficial conversion feature discount of $183,000 related to the extinguishment
of the Series D Preferred Stock and (3) cash dividends paid of
$14,000 for January 2014, which is part of the total cash dividend paid, amounting to $92,054, in the three months ended March 31,2014.
Liquidity and Capital Resources
As of March 31, 2014, we had cash and cash equivalents of
approximately $17,955,000. Approximately $16,449,000 is held in our China and
Hong Kong entities. The Company has no plans to repatriate these funds. We had
working capital at March 31, 2014, of approximately $9,108,000.
33
The following table provides a summary of our net cash flows
from operating, investing, and financing activities.
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net cash used in operating activities
|
$
|
(2,841,000
|
)
|
$
|
(2,016,000
|
)
|
Net cash used in investing activities
|
|
(60,000
|
)
|
|
(263,000
|
)
|
Net cash provided by financing activities
|
|
17,024,000
|
|
|
-
|
|
Effect of exchange rate changes on cash
|
|
9,000
|
|
|
1,000
|
|
Net increase (decrease) in cash and cash
equivalents
|
|
14,132,000
|
|
|
(2,278,000
|
)
|
|
|
|
|
|
|
|
Total cash and cash equivalents at
beginning of period
|
|
3,823,000
|
|
|
4,381,000
|
|
Less cash and cash equivalents of discontinued operations
at beginning of period
|
|
-
|
|
|
1,103,000
|
|
Cash and cash equivalents of continuing
operations at beginning of period
|
|
3,823,000
|
|
|
3,278,000
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents at end of
period
|
|
17,955,000
|
|
|
2,103,000
|
|
Less cash and cash equivalents of discontinued operations
at end of period
|
|
-
|
|
|
664,000
|
|
Cash and cash equivalents of continuing
operations at end of period
|
$
|
17,955,000
|
|
$
|
1,439,000
|
|
Operating Activities
Cash used in operating activities increased for the three
months ended March 31, 2014 compared to 2013 primarily due to increased content
license payments and increased operational costs arising from our transition
into our VOD business. Our content license agreements with production companies
incorporate minimum guarantee payments, most of which increase year-over-year.
Investing Activities
Cash used in investing activities for the three months ended
March 31, 2014 was used for (i) the sale of subsidiary of $57,000, and (ii) additions to property and equipment of $3,000. Cash
used in investing activities for the three months ended March 31, 2013 was used
for (i) additions to property and equipment of $242,000 and (ii) investments in
intangibles of $21,000.
Financing Activities
The Company must continue to rely on debt and equity to pay for
ongoing operating expenses in order to execute its business plan.
In January 2014, we received investment net proceeds of
approximately $16,614,000 from the sale of the Series E Preferred Stock and we
received approximately $522,000 from the exercise of warrants and options from
certain investors and employees.
In addition, we have the ability to raise funds by various
methods including utilization of our $50 million shelf registration of which
$47.3 million is remaining as well as other means of financing such as debt or
private investment. However, financing may not be available to the Company on
terms acceptable to us or at all or such resources will be received in a timely
manner. Further we may need approval to seek additional financing from the
shareholders from the August 2012 private financing in the event we do a public
financing.
The fact that we have incurred significant continuing losses
and continue to rely on debt and equity financings to fund our operations to
date, could raise substantial doubt about our ability to continue as a going
concern. As of March 31, 2014, the Company has an accumulated operating loss of
approximately $89.6 million. The consolidated financial statements included in
this report have been prepared assuming that the Company will continue as a
going concern and, accordingly, do not include any adjustments that might result
from the outcome of this uncertainty.
34
Effects of Inflation
Inflation and changing prices could have an effect on our
business and we expect that inflation or changing prices could materially affect
our business in the foreseeable future. Our management will closely monitor the
price change and make efforts to maintain effective cost control in
operations.
Off Balance Sheet Arrangements
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 or capital expenditures or capital resources that is
material to an investor in our securities.
Seasonality
Our operating results and operating cash flows historically
have not been subject to seasonal variations. This pattern may change, however,
as a result of new market opportunities or new product introductions.
Critical Accounting Policies and Significant Judgments and
Estimates
The discussion and analysis of our financial condition and
results of operation are based upon our unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. Note 2 to the consolidated
financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2013 includes a summary of our most significant accounting
policies.
The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of assets and
liabilities. On an ongoing basis, we evaluate our estimates and judgments,
including those related to revenue recognition, inventories, income taxes,
interest expenses, deemed dividend, stock-based compensation and contingent liabilities. Management bases its
estimates on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. Periodically, we
review our critical accounting estimates with the Audit Committee of our Board
of Directors.