UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14,
2015
___________________
YOU ON DEMAND HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
001-35561 |
20-1778374 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
ID Number) |
375 Greenwich Street, Suite 516
New York, New York
10013
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
212-206-1216
Not Applicable
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
| Item 2.02 |
Results of Operations and Financial
Condition. |
On March 14, 2015, YOU On Demand Holdings, Inc., issued a press
release announcing its financial results for the first quarter ended March 31,
2015. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 2.02 and in the
accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 |
Regulation FD Disclosure.
|
The information set forth in “Item 2.02. Results of Operations
and Financial Condition,” including the exhibit referred to therein, is
incorporated herein by reference.
The information contained in this Item 7.01 and in the
accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
The information contained in this Item 9.01 and in the
accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
YOU ON DEMAND HOLDINGS, INC.
|
| |
|
| |
|
| |
By: /s/ Weicheng Liu
|
| |
Name: Weicheng Liu |
| |
Title: Chief Executive
Officer |
Date: May 14, 2015
YOU On Demand Reports Q1 2015 Results
-
Q1 revenues increased 647% year-over-year
-
Company to partner with Future TV to provide services on Samsung Smart TVs
-
Investor Update Call Scheduled Today at 8:00 a.m. ET
New York, NY, May 14, 2015 -- YOU On Demand Holdings, Inc. (NASDAQ: YOD) (“YOU On Demand” or the “Company” or “YOD”), ”), a leading Video On Demand (“VOD”) service provider in China delivering Hollywood
movies and premium content to mobile and TV screens, announced today its Q1 2015 operating results for the period ended March 31, 2015 (a full copy of the Company’s quarterly report on Form 10-Q is also being posted at www.sec.gov).
Conference Call: Chairman Shane McMahon, CEO Weicheng Liu and VP of Finance Grace He will host a conference call at 8:00 a.m. ET today.
To join the webcast, please visit the ‘Webcasts and Events’ section of the YOD corporate website,
http://corporate.yod.com. Otherwise, the toll-free dial-in is: 877/407-3107; international callers should dial: 201/493-6796.
YOD Q1 2015 Operating Results
Revenues in Q1 were approximately $1,028,000, translating to year-over-year
and quarter-over-quarter growth of 647% and 3%, respectively. The slowdown in quarter-over-quarter growth as compared to Q4 2014 over Q3 2014 was primarily attributed
to seasonality surrounding the Chinese New Year and timing of revenue recognition, which will push certain revenues into Q2.
Gross loss for Q1 was approximately $15,000, as compared to a gross loss of $738,000 during the same period 2014. This improvement was due to the increased revenue related to the VOD business. YOD’s cost of revenue is primarily
comprised of content licensing fees and, to a lesser extent, costs associated with direct delivery of our content services such as content preparation fees and government censorship clearance costs.
Total operating expenses increased 43% in Q1 2015 vs the same quarter last year primarily
from increases in marketing, promotion and technology expenses due to to the growth in our business and
the development of new products and services. In Q1 2015, we also incurred additional severance costs as we consolidated and streamlined our operations.
Net loss was $2,919,000 for Q1 compared to $7,452,000 in the comparable 2014 period, a 61% improvement.
The loss per share on a fully diluted basis for Q1 2015 was $0.12 compared to a $1.48 loss per share in the same period 2014.
As of March 31, 2015, we had cash and cash equivalents of approximately $8.4 million and total current assets of approximately $11.9 million.
YOU On Demand CEO Weicheng Liu, stated, “Along with another strong quarter of revenues, we are pleased to announce today an expanded deal with long time OTT partner, Future TV, which will see YOU On Demand’s YOU Hollywood movie service now
available on Samsung Smart TV’s, in China. In addition, over the last quarter, YOU On Demand has entered into 3 new IPTV platforms in the provinces of Hebei, Jiangxi and Sichuan. We expect revenue from those regions to be realized in the coming
quarters and are pleased with the continued growth and expansion of our YOU Hollywood on IPTV services in these regions. These developments, coupled with the YOU On Demand’s cost-cutting measures, increased focus on product development and
marketing, and execution on our plan has put YOU On Demand in a strong position for future growth.”
About YOU On Demand Holdings, Inc. (http://corporate.yod.com)
YOU On Demand (NASDAQ: YOD) is a leading subscription and transactional Video On
Demand service provider delivering premium content to customers across China
through mobile and TV screens. The company has secured alliances with leading
global media operators and content developers. YOU On Demand has content
distribution agreements in place with many of Hollywood's top studios including
Disney Media Distribution, Paramount Pictures, NBC Universal and Twentieth
Century Fox Television Distribution, as well as a broad selection of the best
content from Chinese filmmakers. The company has a comprehensive end-to-end
secure delivery system, governmental partnerships and approvals and offers
additional value-added services. YOU On Demand has strategic partnerships with
the largest media entities in China, a highly experienced management team with
international background and expertise in Cable, Television, Film, Digital
Media, Internet and Telecom. YOU On Demand is headquartered in New York, NY with
its China headquarters in Beijing.
Safe Harbor Statement
This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often
identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the
Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than
as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
CONTACT:
Jason Finkelstein
YOU On Demand
212-206-1216
jason.finkelstein@yod.com
@youondemand
Financial Tables Follow
YOU On Demand Holdings, Inc., and Its Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| |
|
Three
Months Ended |
|
| |
|
March 31, 2015 |
|
|
March 31, 2014 |
|
| |
|
|
|
|
|
|
|
Revenue |
$ |
1,027,928
|
|
$ |
137,681
|
|
|
Cost of revenue |
|
1,042,999 |
|
|
875,938 |
|
|
Gross loss |
|
(15,071 |
) |
|
(738,257 |
) |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general
and administrative expenses |
|
2,448,301 |
|
|
1,640,640 |
|
|
Professional fees |
|
288,718 |
|
|
185,484 |
|
|
Depreciation and
amortization |
|
89,743 |
|
|
149,960 |
|
|
Total operating
expense |
|
2,826,763 |
|
|
1,976,084 |
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(2,841,834 |
) |
|
(2,714,341 |
) |
|
|
|
|
|
|
|
|
|
Interest & other income
(expense): |
|
|
|
|
|
|
|
Interest expense,
net |
|
(28,323 |
) |
|
(2,288,738 |
) |
|
Change in fair value of warrant liabilities |
|
(15,295 |
)
|
|
(2,439,018 |
)
|
|
Change in fair
value of contingent consideration |
|
- |
|
|
(703,126 |
) |
|
Loss on long-term equity investments |
|
(32,403 |
)
|
|
(4,908 |
)
|
|
Gain from disposal
of consolidated entities |
|
- |
|
|
727,963 |
|
|
Other |
|
(9,767 |
)
|
|
(52,666 |
)
|
|
|
|
|
|
|
|
|
|
Net loss before
income taxes and non-controlling interests |
|
(2,927,622 |
) |
|
(7,474,834 |
) |
|
Income tax benefit |
|
8,612 |
|
|
22,942 |
|
|
Net loss |
|
(2,919,010 |
) |
|
(7,451,892 |
) |
|
|
|
|
|
|
|
|
|
Net loss attributable to
non-controlling interests |
|
120,221 |
|
|
234,784 |
|
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU
On Demand shareholders |
|
(2,798,789 |
)
|
|
(7,217,108 |
)
|
|
Dividends and deemed dividends on preferred
stock |
|
- |
|
|
(16,402,161 |
) |
|
|
|
|
|
|
|
|
|
Net loss attributable to YOU on Demand
common shareholders |
$ |
(2,798,789 |
) |
$ |
(23,619,269 |
) |
|
|
|
|
|
|
|
|
|
Basic and
diluted loss per share |
$ |
(0.12 |
) |
$ |
(1.48 |
) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
Basic and diluted |
|
23,815,720 |
|
|
15,931,394 |
|
YOU On Demand Holdings, Inc., and Its
Subsidiaries
UNAUDITED CONSOLIDATED BALANCE SHEET
| |
|
March 31, |
|
|
December 31, |
|
|
|
|
2015 |
|
|
2014 |
|
|
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
8,395,492
|
|
$ |
10,812,371
|
|
|
Accounts
receivable, net |
|
1,775,563 |
|
|
1,091,076 |
|
|
Licensed content, current |
|
1,180,509 |
|
|
1,041,609 |
|
|
Prepaid
expenses |
|
551,464 |
|
|
196,474 |
|
|
Other current assets |
|
31,750 |
|
|
22,442 |
|
|
Total current assets |
|
11,934,778 |
|
|
13,163,972 |
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net |
|
289,887 |
|
|
320,671 |
|
|
Licensed content, non-current |
|
30,567 |
|
|
35,648 |
|
|
Intangible
assets, net |
|
2,280,987 |
|
|
2,320,103 |
|
|
Goodwill |
|
6,648,911 |
|
|
6,648,911 |
|
|
Long-term
equity investments |
|
818,225 |
|
|
850,054 |
|
|
Other non-current assets |
|
365,267 |
|
|
365,006 |
|
|
Total assets |
$ |
22,368,622 |
|
$ |
23,704,365 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES, CONVERTIBLE REDEEMABLE
PREFERRED STOCK AND EQUITY |
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts
payable |
|
30,329 |
|
|
110,814 |
|
|
Deferred revenue |
|
129,873 |
|
|
13,431 |
|
|
Accrued
expenses and other liabilities |
|
3,073,209 |
|
|
2,046,783 |
|
|
Accrued license fees |
|
607,571 |
|
|
348,007 |
|
|
Convertible
promissory note |
|
3,000,000 |
|
|
3,000,000 |
|
|
Warrant liabilities |
|
600,345 |
|
|
585,050 |
|
|
Total current liabilities |
|
7,441,327 |
|
|
6,104,085 |
|
|
Deferred income tax liability |
|
355,960 |
|
|
364,572 |
|
|
Total liabilities |
|
7,797,287 |
|
|
6,468,657 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible redeemable preferred
stock: |
|
|
|
|
|
|
|
Series
A - 7,000,000 shares issued and outstanding, liquidation preference of
$3,500,000 at March 31, 2015 and December 31, 2014, respectively |
|
1,261,995 |
|
|
1,261,995 |
|
|
Equity: |
|
|
|
|
|
|
|
Series
E Preferred Stock, $0.001 par value; 16,500,000 shares authorized,
7,326,426 and 7,365,283 shares issued and outstanding, liquidation
preference of $12,821,246 and $12,889,250 at March 31, 2015 and December
31, 2014, respectively |
|
7,326 |
|
|
7,365 |
|
|
Common
stock, $0.001 par value; 1,500,000,000 shares authorized, 23,832,559 and
23,793,702 shares issued and outstanding at March 31, 2015 and December
31, 2014, respectively |
|
23,833 |
|
|
23,794 |
|
|
Additional paid-in capital |
|
96,600,948 |
|
|
96,347,272 |
|
|
Accumulated
deficit |
|
(81,155,356 |
) |
|
(78,356,567 |
) |
|
Accumulated other comprehensive loss |
|
(63,847 |
)
|
|
(66,032 |
)
|
|
Total YOU On Demand equity |
|
15,412,904 |
|
|
17,955,832 |
|
|
Non-controlling interest |
|
(2,103,564 |
)
|
|
(1,982,119 |
)
|
|
Total equity |
|
13,309,340 |
|
|
15,973,713 |
|
|
Total liabilities,
convertible redeemable preferred stock and equity |
$ |
22,368,622 |
|
$ |
23,704,365 |
|
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