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Share Name | Share Symbol | Market | Type |
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Ideanomics (delisted) | NASDAQ:SSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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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): November 16, 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)
Registrants 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 November 16, 2015, YOU On Demand Holdings, Inc., issued a press release announcing its financial results for the third quarter 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.
(d) |
Exhibits |
Exhibit No. |
Description |
99.1 | Press release of YOU On Demand Holdings, Inc. dated November 16, 2015 |
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: | ||
Name: Weicheng Liu | ||
Title: Chief Executive Officer |
Date: November 16, 2015
YOU On Demand Announces Q3 2015 Earnings Results and Approval
of Nonbinding
Investment Proposal from Bruno Wu's Sun Seven Stars
NEW YORK, Nov. 16, 2015 /PRNewswire/ -- YOU On Demand Holdings, Inc. (NASDAQ: YOD) ("YOU On Demand" or "YOD" or "the Company"), a Video On Demand ("VOD") and entertainment service provider in China delivering Hollywood movies to mobile and TV screens, announced today its Q3 2015 operating results for the period ended September 30, 2015 (a full copy of the Company's quarterly report on Form 10-Q is also being posted at www.sec.gov). In addition, the Company announced both receipt and approval of a preliminary nonbinding investment proposal from Bruno Wu's Sun Seven Stars.
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 Q3 2015 Operating Results
Revenue for the three months ended September 30, 2015 was $476,000, as compared to $645,000 for the same period in 2014. Revenue for the nine months ended September 30, 2015 was $2,984,000, as compared to $965,000 for the same period in 2014. The year-to-date increase in revenue of approximately $2,019,000 was attributable to the growth of our multi-platform video streaming services in the first half of 2015.
Our gross loss for the three months ended September 30, 2015 was $424,000, as compared to $228,000 gross loss during the same period in 2014. The increase in gross loss of approximately $196,000 was primarily due to decreased revenues.
Our selling, general and administrative expenses for the three months ended September 30, 2015, decreased approximately $29,000, to $1,832,000, as compared to $1,861,000 for the three months ended September 30, 2014.
Salaries and personnel costs are the primary component of selling, general and administrative expenses. For the three months ended September 30, 2015, these costs totaled $922,000, a decrease of $79,000, or 8%, as compared to $1,001,000 for the same period of 2014. While we added resources in the area of product development and operations, salaries and personnel costs decreased due to continuous cost control and internal re-alignment of resources, which was a primary focus of management for the 2015 fiscal year. This decrease was partially offset by increase in marketing expenses related to our promotion of our YOU Hollywood services across big screen platforms, namely cable, IPTV and OTT.
Net loss was $2,336,000 for Q3 2015 compared to $2,116,000 in the comparable 2014 period. Basic and diluted loss per share for Q3 2015 was $0.09 as compared to $0.09 loss per share in the same period in 2014. Net loss for the nine months ended September 30, 2015 was $6,578,000 compared to $10,654,000 in the comparable 2014 period. For the nine months ended September 30, 2015, basic and diluted loss per share was $0.26 as compared to $1.45 loss per share for the same nine-month period in 2014.
As of September 30, 2015, the Company had cash and cash equivalents of approximately $4.4 million and total current assets of approximately $8.5 million.
More details of YOU ON Demand's Q3 2015 financials can be found in form 10-Q of our corporate filings, copies of which can be obtained from the SEC or via our website.
Strategic Investment from Bruno Wu's Sun Seven Stars
YOU On Demand also today announced that its Board of Directors (the "Board") has received and approved a nonbinding proposal ("Investment Proposal") from Bruno Wu's Beijing Sun Seven Stars Culture Development Limited ("SSS"). For informational purposes, Bruno Wu is now the Founder, Co-Chairman and CEO of Sun Seven Stars Media Group Limited, one of the biggest private media and investment conglomerates in China. Its predecessor is Sun Media Group Holdings Limited, which was established by Bruno Wu and Yang Lan in 1999 and became one of the leading entertainment, media and investment companies in Asia after 10 years of growth. Sun Seven Stars Media Group Limited now has 7 business units including Sun Media Group, Sun eSports Group, Sun Seven Stars Culture Group, Enternet Group, Sun TV+ Network Group, Sun Music Group and Sun Art Capital Group. It has a presence in over ten major cities in the world including: Beijing, Shanghai, Tianjin, Hong Kong, New York, LA, Paris, London, Toronto, Seoul and Scandinavia countries.
The Investment Proposal is outlined as follows:
|
SSS and partner Tianjin Enternet Network Technology Limited ("Tianjin Enternet") will sell to YOU On Demand 100% of the outstanding equity interests of Tianjin SevenStarsFlix Network Technology Limited ("SevenStarsFlix"), a to-be-formed subsidiary of Tianjin Enternet. SevenStarsFlix will offer a branded pay content service delivered to consumers ubiquitously through all its platform partners, will track and share consumer payments and other behavior data, will operate a customer management and data-based service and will develop mobile social TV-based customer management portals; | ||
|
Consideration for the sale of the equity interest in Tianjin Enternet will be on an earn-out basis. Tianjin Enternet will receive YOD common stock based on reaching the following targets: |
By Year End | Target | Shares |
2016 |
$4 million net income or 50 million homes/users passed |
5,000,000 |
2017 |
$6 million net income or 100 million homes/users passed |
5,000,000 |
2018 |
$8 million net income or 150 million homes/users passed |
5,000,000 |
While the Company and SSS are pursuing a closing of the foregoing transactions, the Board cautions the Company's shareholders and others considering trading in its securities that this is a non-binding investment proposal subject to the following:
There can be no assurance that any definitive agreement will be executed, or that this, or any other, transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
About YOU On Demand Holdings, Inc. (http://corporate.yod.com)
YOU On Demand (NASDAQ: YOD), is a leading multi-platform entertainment service company delivering premium content, including leading Hollywood movie titles, to customers across China via Subscription Video On Demand and Transactional Video On Demand. 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, Miramax, 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 both New York, NY and Beijing, China.
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 |
YOU On Demand Holdings, Inc., Its Subsidiaries and Variable Interest Entity |
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS |
|
Three Months Ended | Nine Months Ended | ||||||||||
|
September | September | September | September | ||||||||
|
30, | 30, | 30, | 30, | ||||||||
|
2015 | 2014 | 2015 | 2014 | ||||||||
Revenue |
$ | 476,165 | $ | 644,891 | $ | 2,983,741 | $ | 965,268 | ||||
Cost of revenue |
900,284 | 873,025 | 2,772,322 | 2,606,142 | ||||||||
Gross profit/(loss) |
(424,119 | ) | (228,134 | ) | 211,419 | (1,640,874 | ) | |||||
Operating expenses: |
||||||||||||
Selling, general and administrative expense |
1,832,443 | 1,861,053 | 5,939,559 | 5,772,350 | ||||||||
Professional fees |
141,034 | 114,271 | 581,115 | 375,986 | ||||||||
Depreciation and amortization |
98,643 | 124,936 | 283,468 | 414,486 | ||||||||
Total operating expense |
2,072,120 | 2,100,260 | 6,804,142 | 6,562,822 | ||||||||
Loss from operations |
(2,496,239 | ) | (2,328,394 | ) | (6,592,723 | ) | (8,203,696 | ) | ||||
Interest and other income/(expense) |
||||||||||||
Interest expense, net |
(30,613 | ) | (29,151 | ) | (89,168 | ) | (2,346,210 | ) | ||||
Change in fair value of warrant liabilities |
91,315 | 281,537 | 125,364 | (655,849 | ) | |||||||
Change in fair value of contingent consideration |
- | (47,634 | ) | - | (160,766 | ) | ||||||
Loss on investment in unconsolidated entities |
(50,642 | ) | (6,389 | ) | (143,666 | ) | (16,646 | ) | ||||
Gain on sale of subsidiary |
- | - | - | 755,426 | ||||||||
Loss on dissolution of a variable interest entity |
- | - | - | (27,463 | ) | |||||||
Others |
||||||||||||
|
||||||||||||
|
142,280 | (14,783 | ) | 95,937 | (82,464 | ) | ||||||
Net loss before income taxes and non- controlling interest |
(2,343,899 | ) | (2,144,814 | ) | (6,604,256 | ) | (10,737,668 | ) | ||||
Income tax benefit |
8,612 | 28,812 | 25,836 | 84,249 | ||||||||
Net loss |
(2,335,287 | ) | (2,116,002 | ) | (6,578,420 | ) | (10,653,419 | ) | ||||
Net loss attributable to non-controlling interest |
249,369 | 169,364 | 376,893 | 696,708 | ||||||||
Net loss attributable to YOU On Demand shareholders |
(2,085,918 | ) | (1,946,638 | ) | (6,201,527 | ) | (9,956,711 | ) | ||||
Dividends and deemed dividends on preferred stock |
- | - | - | (16,402,161 | ) | |||||||
Net loss attributable to YOU On Demand common shareholders |
$ | (2,085,918 | ) | $ | (1,946,638 | ) | $ | (6,201,527 | ) | $ | (26,358,872 | ) |
Basic and diluted loss per share |
$ | (0.09 | ) | $ | (0.09 | ) | $ | (0.26 | ) | $ | (1.45 | ) |
Weighted average shares outstanding: |
||||||||||||
Basic and diluted |
24,003,403 | 22,012,166 | 23,890,929 | 18,203,124 |
YOU On Demand Holdings, Inc., and Its Subsidiaries and Variable Interest Entity |
UNAUDITED CONSOLIDATED BALANCE SHEETS |
|
September 30, | December 31, | ||||
|
2015 | 2014 | ||||
ASSETS |
||||||
Current assets: |
||||||
Cash and cash equivalents |
$ |
4,356,761 |
$ |
10,812,371 | ||
Accounts receivable, net |
2,578,745 | 1,091,076 | ||||
Licensed content, current |
969,250 | 1,041,609 | ||||
Prepaid expenses |
522,505 | 196,474 | ||||
Other current assets |
44,790 | 22,442 | ||||
Total current assets |
8,472,051 | 13,163,972 | ||||
Property and equipment, net |
198,315 | 320,671 | ||||
Licensed content, non-current |
27,118 | 35,648 | ||||
Intangible assets, net |
2,482,398 | 2,320,103 | ||||
Goodwill |
6,648,911 | 6,648,911 | ||||
Long-term equity investments |
688,672 | 850,054 | ||||
Other non-current assets |
279,476 | 365,006 | ||||
Total assets |
$ | 18,796,941 | $ | 23,704,365 | ||
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND EQUITY |
||||||
Current liabilities: |
||||||
Accounts payable |
$ | 22,374 | $ | 110,814 | ||
Deferred revenue |
217,991 | 13,431 | ||||
Accrued expenses and other liabilities |
3,019,822 | 2,046,783 | ||||
Accrued license fees |
746,071 | 348,007 | ||||
Convertible promissory note |
3,000,000 | 3,000,000 | ||||
Warrant liabilities |
459,686 | 585,050 | ||||
Total current liabilities |
7,465,944 | 6,104,085 | ||||
Deferred income tax liability |
338,736 | 364,572 | ||||
Total liabilities |
7,804,680 | 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 as of September 30, 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, 7,254,997 and 7,365,283 shares issued and outstanding, liquidation preference of $12,696,245 and $12,889,245 as of September 30, 2015 and December 31, 2014, respectively |
||||||
|
7,255 | 7,365 | ||||
Common stock, $0.001 par value; 1,500,000,000 shares authorized, 24,027,924 and 23,793,702 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively |
24,028 |
23,794 |
||||
Additional paid-in capital |
96,865,051 | 96,347,272 | ||||
Accumulated deficit |
(84,558,094 | ) | (78,356,567 | ) | ||
Accumulated other comprehensive loss |
(266,742 | ) | (66,032 | ) | ||
Total YOU On Demand shareholder's equity |
12,071,498 | 17,955,832 | ||||
Non-controlling interest |
(2,341,232 | ) | (1,982,119 | ) | ||
Total equity |
9,730,266 | 15,973,713 | ||||
Total liabilities, convertible redeemable preferred stock and equity |
$ | 18,796,941 | $ | 23,704,365 |
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