Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
As Seen On TV, Inc.
We have audited the accompanying consolidated balance sheets of As Seen On TV, Inc. and Subsidiaries (the Company) as of March 31, 2014 and 2013, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended March 31, 2014. The financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of As Seen On TV, Inc. and Subsidiaries as of March 31, 2014 and 2013 and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Companys recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Managements plans considering these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ EisnerAmper LLP
Iselin, New Jersey
June 16, 2014
F-2
AS SEEN ON TV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2014
|
|
2013
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
5,400
|
|
$
|
2,352,730
|
|
Accounts receivable, net
|
|
|
93,801
|
|
|
2,559,332
|
|
Advances on inventory purchases
|
|
|
|
|
|
67,455
|
|
Inventories
|
|
|
|
|
|
788,727
|
|
Note receivable on asset sale current
|
|
|
225,000
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
271,804
|
|
|
792,450
|
|
Total current assets
|
|
|
596,005
|
|
|
6,560,694
|
|
|
|
|
|
|
|
|
|
Restricted cash-non current
|
|
|
83,267
|
|
|
450,000
|
|
Certificate of deposit non current
|
|
|
|
|
|
50,489
|
|
Note receivable on asset sale non current
|
|
|
675,000
|
|
|
|
|
Property and equipment, net
|
|
|
43,798
|
|
|
144,801
|
|
Goodwill
|
|
|
|
|
|
9,300,000
|
|
Intangible assets, net
|
|
|
4,388,072
|
|
|
10,567,655
|
|
Deposits
|
|
|
2,185
|
|
|
17,504
|
|
Total assets
|
|
$
|
5,788,327
|
|
$
|
27,091,143
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
566,769
|
|
$
|
1,366,426
|
|
Deferred revenue
|
|
|
38,769
|
|
|
173,750
|
|
Accrued registration rights penalty
|
|
|
156,000
|
|
|
156,000
|
|
Accrued expenses and other current liabilities
|
|
|
204,797
|
|
|
727,730
|
|
Notes payable related party
|
|
|
450,000
|
|
|
100,000
|
|
Accrued interest related party
|
|
|
9,237
|
|
|
425
|
|
Notes payable current portion
|
|
|
246,001
|
|
|
281,805
|
|
Warrant liability
|
|
|
929,761
|
|
|
11,689,306
|
|
Current liabilities of discontinued operations
|
|
|
904,788
|
|
|
1,673,368
|
|
Total current liabilities
|
|
|
3,506,122
|
|
|
16,168,810
|
|
|
|
|
|
|
|
|
|
Notes payable-non current
|
|
|
80,957
|
|
|
193,107
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2014 and 2013, respectively.
|
|
|
|
|
|
|
|
Common stock, $.0001 par value; 750,000,000 shares authorized; 71,741,250 and 71,282,066 issued and outstanding at March 31, 2014 and 2013, respectively.
|
|
|
7,174
|
|
|
7,128
|
|
Additional paid-in capital
|
|
|
25,095,345
|
|
|
24,293,947
|
|
Accumulated deficit
|
|
|
(22,901,271
|
)
|
|
(13,571,849
|
)
|
Total stockholders' equity
|
|
|
2,201,248
|
|
|
10,729,226
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
5,788,327
|
|
$
|
27,091,143
|
|
See accompanying notes to consolidated financial statements
F-3
AS SEEN ON TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,985,595
|
|
$
|
9,403,758
|
|
Cost of revenues
|
|
|
1,341,529
|
|
|
6,980,240
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
644,066
|
|
|
2,423,518
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling and marketing expenses
|
|
|
68,801
|
|
|
3,952,510
|
|
General and administrative expenses
|
|
|
5,335,091
|
|
|
6,779,217
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,759,826
|
)
|
|
(8,308,209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
Warrant revaluation
|
|
|
(10,759,545
|
)
|
|
(13,950,739
|
)
|
Other income
|
|
|
(23,530
|
)
|
|
(82,636
|
)
|
Interest expense
|
|
|
13,819
|
|
|
1,588,272
|
|
Interest expense - related party
|
|
|
13,155
|
|
|
425
|
|
|
|
|
(10,756,101
|
)
|
|
(12,444,678
|
)
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
5,996,275
|
|
|
4,136,469
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
5,996,275
|
|
|
4,136,469
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of income tax
|
|
|
(15,325,697
|
)
|
|
(439,710
|
)
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(9,329,422
|
)
|
$
|
3,696,759
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.08
|
|
$
|
0.10
|
|
Discontinued operations
|
|
$
|
(0.21
|
)
|
$
|
(0.01
|
)
|
Income (loss) per share
|
|
$
|
(0.13
|
)
|
$
|
0.09
|
|
Diluted
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.08
|
|
$
|
0.10
|
|
Discontinued operations
|
|
$
|
(0.21
|
)
|
$
|
(0.01
|
)
|
Income (loss) per share
|
|
$
|
(0.13
|
)
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding basic and diluted
|
|
|
|
|
|
|
|
Basic
|
|
|
71,604,248
|
|
|
40,539,166
|
|
Diluted
|
|
|
72,699,243
|
|
|
43,439,631
|
|
See accompanying notes to consolidated financial statements
F-4
AS SEEN ON TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2014 AND 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares,
$.0001 Par Value
Per Share
|
|
|
Additional
Paid-In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
|
|
Shares
Issued
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance April 1, 2012
|
|
|
31,970,784
|
|
|
$
|
3,197
|
|
|
$
|
|
|
|
$
|
(17,268,608
|
)
|
|
$
|
(17,265,411
|
)
|
Share based compensation options
|
|
|
|
|
|
|
|
|
|
|
1,374,804
|
|
|
|
|
|
|
|
1,374,804
|
|
Common stock issued in Unit offering net of offering costs of $885,300
|
|
|
10,410,285
|
|
|
|
1,041
|
|
|
|
6,400,548
|
|
|
|
|
|
|
|
6,401,589
|
|
Placement Agent consideration for Unit Offering
|
|
|
100,000
|
|
|
|
10
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
Common shares issued on conversion of notes payable in Unit offering
|
|
|
2,190,140
|
|
|
|
219
|
|
|
|
1,302,914
|
|
|
|
|
|
|
|
1,303,133
|
|
Warrants issued in Unit Offering reclassed to warrant liability
|
|
|
|
|
|
|
|
|
|
|
(5,170,769
|
)
|
|
|
|
|
|
|
(5,170,769
|
)
|
Shares issued under repricing agreement
|
|
|
6,019,933
|
|
|
|
602
|
|
|
|
(602
|
)
|
|
|
|
|
|
|
|
|
Common shares issued for services
|
|
|
275,000
|
|
|
|
27
|
|
|
|
218,719
|
|
|
|
|
|
|
|
218,746
|
|
Reclassification of warrant liability due to expiration of down round provision
|
|
|
|
|
|
|
|
|
|
|
6,386,307
|
|
|
|
|
|
|
|
6,386,307
|
|
Warrants issued for services
|
|
|
|
|
|
|
|
|
|
|
215,905
|
|
|
|
|
|
|
|
215,905
|
|
Common shares issued in asset acquisition
|
|
|
250,000
|
|
|
|
25
|
|
|
|
257,475
|
|
|
|
|
|
|
|
257,500
|
|
Warrants issued in asset acquisition, including warrant modification
|
|
|
|
|
|
|
|
|
|
|
241,880
|
|
|
|
|
|
|
|
241,880
|
|
Beneficial conversion feature on notes payable
|
|
|
|
|
|
|
|
|
|
|
533,032
|
|
|
|
|
|
|
|
533,032
|
|
Common shares issued in acquisition
|
|
|
19,077,270
|
|
|
|
1,908
|
|
|
|
11,062,898
|
|
|
|
|
|
|
|
11,064,806
|
|
Common shares issued upon conversion of acquisition related notes
|
|
|
988,654
|
|
|
|
99
|
|
|
|
691,958
|
|
|
|
|
|
|
|
692,057
|
|
Warrants issued in connection with acquisition related notes reclassed to warrant liabilities
|
|
|
|
|
|
|
|
|
|
|
(197,855
|
)
|
|
|
|
|
|
|
(197,855
|
)
|
Options issued in acquisition to eDiets employees
|
|
|
|
|
|
|
|
|
|
|
604,218
|
|
|
|
|
|
|
|
604,218
|
|
Warrants issued in acquisition
|
|
|
|
|
|
|
|
|
|
|
289,875
|
|
|
|
|
|
|
|
289,875
|
|
Acquisition related consulting fee
|
|
|
|
|
|
|
|
|
|
|
82,650
|
|
|
|
|
|
|
|
82,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,696,759
|
|
|
|
3,696,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance March 31, 2013
|
|
|
71,282,066
|
|
|
|
7,128
|
|
|
|
24,293,947
|
|
|
|
(13,571,849
|
)
|
|
|
10,729,226
|
|
Rounding shares eDiets acquisition transaction
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares based compensation - options
|
|
|
|
|
|
|
|
|
|
|
944,418
|
|
|
|
|
|
|
|
944,418
|
|
Warrants issued for services
|
|
|
|
|
|
|
|
|
|
|
(142,974
|
)
|
|
|
|
|
|
|
(142,974
|
)
|
Shares issued under consulting agreement
|
|
|
142,500
|
|
|
|
14
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
Shares issued under repricing agreement
|
|
|
316,268
|
|
|
|
32
|
|
|
|
(32
|
)
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,329,422
|
)
|
|
|
(9,329,422)
|
|
Balance March 31, 2014
|
|
|
71,741,250
|
|
|
$
|
7,174
|
|
|
$
|
25,095,345
|
|
|
$
|
(22,901,271
|
)
|
|
$
|
2,201,248
|
|
See accompanying notes to consolidated financial statements
F-5
AS SEEN ON TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2014 AND 2013
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2014
|
|
2013
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(9,329,422
|
)
|
$
|
3,696,759
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,005,518
|
|
|
190,741
|
|
Impairment related to divestiture of meal delivery component
|
|
|
14,631,439
|
|
|
|
|
Meal delivery component asset sale
|
|
|
(1,100,000
|
)
|
|
|
|
Amortization of discount on convertible debt
|
|
|
|
|
|
1,249,793
|
|
Amortization of deferred financing costs
|
|
|
|
|
|
300,527
|
|
Loss on disposal of property and equipment
|
|
|
48,719
|
|
|
|
|
Warrants issued for services
|
|
|
(142,974
|
)
|
|
215,905
|
|
Share-based compensation
|
|
|
944,418
|
|
|
1,374,804
|
|
Acquisition related consulting fees
|
|
|
|
|
|
82,650
|
|
Shares issued for consulting services
|
|
|
|
|
|
218,746
|
|
Change in fair value of warrants
|
|
|
(10,759,545
|
)
|
|
(13,950,739
|
)
|
Inventory write-down
|
|
|
307,451
|
|
|
1,333,960
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
2,465,532
|
|
|
(380,672
|
)
|
Advances on inventory purchases
|
|
|
67,455
|
|
|
237,247
|
|
Inventories
|
|
|
481,276
|
|
|
(833,651)
|
|
Prepaid expenses and other current assets
|
|
|
520,645
|
|
|
(89,930
|
)
|
Other non-current assets
|
|
|
15,318
|
|
|
23,079
|
|
Accounts payable
|
|
|
(1,568,236
|
)
|
|
287,216
|
|
Deferred revenue
|
|
|
(134,981
|
)
|
|
(205,009
|
)
|
Accrued interest related party
|
|
|
8,812
|
|
|
425
|
|
Accrued expenses and other current liabilities
|
|
|
(505,211
|
)
|
|
(145,646
|
)
|
Decrease in non-current liabilities
|
|
|
(20,000
|
)
|
|
|
|
Net cash used in operating activities
|
|
|
(3,063,786
|
)
|
|
(6,393,795
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
Decrease in restricted cash
|
|
|
366,733
|
|
|
|
|
Certificate of deposit non current
|
|
|
50,489
|
|
|
(489
|
)
|
Proceeds from collections of notes receivable
|
|
|
200,000
|
|
|
|
|
Purchase of intangible assets
|
|
|
(98,956
|
)
|
|
(1,575,525
|
)
|
Cash paid in acquisition-net of cash acquired of $691,344
|
|
|
|
|
|
(1,713,656
|
)
|
Additions to property and equipment
|
|
|
(13,856
|
)
|
|
(2,879
|
)
|
Net cash provided by (used in) investing activities
|
|
|
504,410
|
|
|
(3,292,549
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
Proceeds from issuance of convertible debt
|
|
|
|
|
|
1,275,000
|
|
Costs associated with convertible debt
|
|
|
|
|
|
(157,175
|
)
|
Proceeds of notes payable
|
|
|
450,000
|
|
|
|
|
Repayment of notes payable
|
|
|
(137,954
|
)
|
|
(163,837
|
)
|
Repayment of not payable related party
|
|
|
(100,000
|
)
|
|
|
|
Proceeds from private placements of common stock
|
|
|
|
|
|
7,287,200
|
|
Costs associated with private placement
|
|
|
|
|
|
(885,300
|
)
|
Net cash provided by financing activities
|
|
|
212,046
|
|
|
7,355,888
|
|
Net decrease in cash and cash equivalents
|
|
|
(2,347,330
|
)
|
|
(2,330,456
|
)
|
Cash and cash equivalents - beginning of year
|
|
|
2,352,730
|
|
|
4,683,186
|
|
Cash and cash equivalents - end of year
|
|
$
|
5,400
|
|
$
|
2,352,730
|
|
See accompanying notes to consolidated financial statements
F-6
AS SEEN ON TV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED MARCH 31, 2014 AND 2013
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2014
|
|
2013
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
8,526
|
|
$
|
4,301
|
|
Taxes paid in cash
|
|
$
|
|
|
$
|
|
|
Non Cash Investing and Financing Activities
|
|
|
|
|
|
|
|
Common shares issued on acquisition deposit
|
|
$
|
|
|
$
|
257,500
|
|
Warrants issued with debt
|
|
$
|
|
|
$
|
860,112
|
|
Beneficial conversion feature on note payable
|
|
$
|
|
|
$
|
533,032
|
|
Warrants issued for asset acquisition
|
|
$
|
|
|
$
|
241,880
|
|
Insurance premiums financed through note payable
|
|
$
|
45,178
|
|
$
|
214,844
|
|
Reclassification of warrant liabilities to equity
|
|
$
|
|
|
$
|
6,386,307
|
|
Warrants issued in Unit Offering
|
|
$
|
|
|
$
|
5,170,769
|
|
Common shares issued in conversion of note payable
|
|
$
|
|
|
$
|
1,303,133
|
|
Common shares issued in acquisition
|
|
$
|
|
|
$
|
11,064,806
|
|
Common shares issued upon conversion of notes payable at acquisition
|
|
$
|
|
|
$
|
692,057
|
|
Warrants issued in connection with acquisition in related notes
|
|
$
|
|
|
$
|
197,855
|
|
Options issued in acquisition
|
|
$
|
|
|
$
|
1,298,451
|
|
Warrants issued in acquisition
|
|
$
|
|
|
$
|
289,875
|
|
Shares issued under repricing agreement
|
|
$
|
32
|
|
$
|
602
|
|
Shares issued under consulting agreement
|
|
$
|
14
|
|
$
|
|
|
The statements above for the years ended March 31, 2014 and 2013 combine the cash flows from discontinued operations with the cash flows from continuing operations. See Note 4 for further discussion of discontinued operations.
See accompanying notes to consolidated financial statements
F-7
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
Description of Our Business and Liquidity
Description of Our Business
As Seen On TV, Inc. (ASTV, we, our or the Company) is a direct response marketing company and owner of AsSeenOnTV.com and eDiets.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. Following our February 2013 acquisition of eDiets.com, Inc. (eDiets), our business is organized along two segments. The As Seen On TV (ASTV) segment is a direct response marketing company that identifies and advises in the development and marketing of consumer products. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4.
On February 28, 2013, we acquired 100% of the outstanding stock of eDiets pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012. Following the closing, eDiets became a wholly owned subsidiary of our Company (See Note 3). Accordingly, the operating results of eDiets are included in the financial statements from the acquisition date.
Effective April 2, 2014, the Company entered into an Agreement and Plan of Merger with Infusion Brands International, Inc., a Nevada corporation (IBI), Infusion Brands, Inc. (Infusion or Infusion Brands), a Nevada corporation and a wholly owned subsidiary of IBI, ASTV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (the Infusion Merger). Effective April 2, 2014. ASTV Merger Sub, Inc. merged with and into Infusion Brands, Inc., with Infusion Brands, Inc. continuing as the surviving corporation and becoming a direct wholly owned subsidiary of the Company. The merger transaction will be accounted for as a reverse merger under the provision of Financial Accounting Standards Board, Accounting Standards Codification (FASB ASC) 805, whereby Infusion Brands, Inc. became the accounting acquirer (legal acquiree) and the Company (As Seen On TV, Inc.) was treated as the accounting acquiree (legal acquirer). The historical financial records of the Company will be those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree. (See Note 15).
ASTV, a Florida corporation, was organized in November 2006. Our executive offices are located in Clearwater, Florida.
ASTV
ASTV generates revenues primarily from three channels, including direct response sales of consumer products, sale of consumer products through a live-shop TV venue and ownership of the url AsSeenOnTV.com which operates as a web based outlet for our Company and other direct response businesses.
Inventors and entrepreneurs submit products or business concepts for our review. Once we identify a suitable product or concept, we negotiate to obtain marketing and distribution rights. These marketing and distribution agreements typically provide for revenue sharing in the form of a royalty to the inventor or product owner. As of the date of this report, we have marketed several products with limited success.
Under the terms of an agreement dated November 20, 2013, Tru Hair, Inc., a wholly owned subsidiary of the Company, licensed certain trademarks to a third party in exchange for a cash payment of $25,000 and an undertaking by the third party to use reasonable best efforts to market, distribute and sell certain items held by Tru Hair, Inc.
F-8
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
eDiets
eDiets develops and markets Internet-based diet and fitness programs, primarily through the url eDiets.com. eDiets also offered through September 2013, a subscription-based nationwide weight-loss oriented meal delivery service. Digital diet plans are personalized according to an individuals weight goals, food and cooking preferences, and include the related shopping lists and recipes.
Liquidity and Going Concern
At March 31, 2014, we had a cash balance of $5,400, a working capital deficit of approximately $2.9 million and an accumulated deficit of approximately $22.9 million. We have experienced losses from operations since our inception, and we have relied on a series of private placements and convertible debentures to fund our operations. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable.
Pursuant to a Senior Note Purchase Agreement dated as of April 3, 2014, by and among the Company, IBI, Infusion, eDiets.com, Inc., Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC (collectively, the Credit Parties), and MIG7 Infusion, LLC (MIG7 and such agreement, the Note Purchase Agreement), the Credit Parties sold to MIG7 a senior secured note having a principal amount of $10,180,000 bearing interest at 14% and having a maturity date of April 3, 2015 (the MIG7 Note). See Note 15.
We have undertaken, and will continue to implement, various measures to address our financial condition, including:
·
Significantly curtailing costs and consolidating operations, where feasible.
·
Seeking debt, equity and other forms of financing, including funding through strategic partnerships.
·
Reducing operations to conserve cash.
·
Deferring certain marketing activities.
·
Investigating and pursuing transactions with third parties, including strategic transactions and relationships.
There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.
Note 2.
Summary of Significant Accounting Policies
Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ from these estimates.
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
Allowance for Doubtful Accounts:
The allowance for doubtful accounts is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry unit and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability.
F-9
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Allowance for Sales Returns
: In the direct response industry, purchased items are generally returnable for a certain period after purchase. We attempt to estimate returns and provide an allowance for sales returns where applicable. Our estimates are based on historical experience and knowledge of the products sold. The allowance for estimated sales returns totaled $0 and approximately $157,000 at March 31, 2014 and 2013, respectively, and is included in accrued expenses.
Goodwill:
Goodwill is not amortized but is subject to periodic testing for impairment in accordance with Accounting Standards Codification (ASC) Topic 350 --
Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment
. The test for impairment was to be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. In connection with the Companys decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss of $9,300,000 related to the associated goodwill, which was recorded in loss from discontinued operations.
The following provides a roll-forward of the Companys goodwill:
|
|
|
|
Balance as of April 1, 2013
|
$
|
9,300,000
|
|
Impairment
|
|
(9,300,000
|
)
|
Balance as of March 31, 2014
|
$
|
|
|
Intangible Assets:
Intangible assets include acquired customer relationships, urls and trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five years in accordance with ASC Topic 350 --
Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment
. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In connection with the Companys decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded a loss of approximately $5,331,000 which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations.
Income Taxes:
We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized.
Cash and Cash Equivalents
Cash and cash equivalents are recorded in the balance sheet at cost, which approximates fair value. All highly liquid investments purchased with an original maturity of three months or less are to be considered cash equivalents.
Restricted Cash
Restricted cash totaling $83,267 and $450,000 at March 31, 2014 and 2013, respectively, represents funds held by eDiets credit card processors.
Revenue Recognition
We recognize revenue from product sales in accordance with FASB ASC 605
Revenue Recognition
. Following agreements or orders from customers, we ship products to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customers order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured.
F-10
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We recognized deferred revenue for our dietary meal delivery program as payment was made in advance of the actual meal delivery. We also recognize deferred revenue related to our online dietary subscription services as payments are made in advance of the full subscription period. As of March 31, 2014 and 2013, we had deferred revenue of approximately $39,000 and $174,000, respectively.
The Company has a return policy on its ASTV sales whereby the customer can return any product within 60-days of receipt for a full refund, excluding shipping and handling. However, historically the Company has accepted returns past 60-days of receipt. The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense.
eDiets meal delivery revenue, through the divestiture date, was recognized upon delivery and transfer of title to the product. This occurred upon shipment from the Companys fulfillment center and delivery to the end-customer. eDiets digital revenue is generated by the Company offering membership subscriptions to the proprietary content contained in its websites. Subscriptions were paid in advance, mainly via credit/debit cards, and cash receipts are recognized as deferred revenue and are recorded as revenue on a straight-line basis over the period of the digital plan subscription. Commencing in fiscal 2014, the Company changed its billing policies for subscriptions, charging our customers on a monthly basis rather than annually in advance.
Receivables
Accounts receivable consists of amounts due from the sale of our direct response, home shopping related products and dietary programs. Our allowance for doubtful accounts at March 31, 2014, and 2013, totaled $22,000 and $152,000, respectively. The allowances are estimated based on historical customer experience and industry knowledge.
Inventories and Advances on Inventory Purchases
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value.
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. Upon delivery and receipt by the Company of the items ordered, and the Company taking title to the goods, the balances are transferred to inventory.
Property and Equipment, net
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease.
Property and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
Estimated
Useful Lives
|
|
March 31,
2014
|
|
March 31,
2013
|
|
|
|
|
|
|
|
|
|
|
|
Computers and software
|
|
3 Years
|
|
$
|
61,892
|
|
$
|
120,041
|
|
Office equipment and furniture
|
|
5-7 Years
|
|
|
67,693
|
|
|
94,248
|
|
Leasehold improvements
|
|
1-3 Years
|
|
|
62,610
|
|
|
62,610
|
|
|
|
|
|
|
192,195
|
|
|
276,899
|
|
Less: accumulated depreciation and amortization
|
|
|
|
|
(148,397
|
)
|
|
(132,098
|
)
|
|
|
|
|
$
|
43,798
|
|
$
|
144,801
|
|
F-11
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Depreciation and amortization of leasehold improvements totaled approximately $58,418 and $59,741 for the years ended March 31, 2014 and 2013, respectively, and were charged to general and administrative expenses.
Intangible Assets
Intangible assets consisted of the following at March 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2013
|
|
|
Amortization
Expense for the
Year Ended
March 31,
2014
|
|
|
Impairment
|
|
|
Additions
|
|
|
March 31,
2014
|
|
Estimated
Useful Life
|
Customer relationships
|
|
$
|
6,000,000
|
|
|
$
|
|
|
|
$
|
(5,000,000
|
)
|
|
$
|
|
|
|
$
|
1,000,000
|
|
5 years
|
URLs
|
|
|
1,000,000
|
|
|
|
|
|
|
|
(660,000
|
)
|
|
|
98,956
|
|
|
|
438,956
|
|
5 years
|
Trademarks
|
|
|
859,439
|
|
|
|
|
|
|
|
(588,439
|
)
|
|
|
|
|
|
|
271,000
|
|
5 years
|
AsSeenOnTV.com
|
|
|
2,839,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,839,216
|
|
Indefinite
|
|
|
|
10,698,655
|
|
|
|
|
|
|
|
(6,248,439
|
)
|
|
|
98,956
|
|
|
|
4,549,172
|
|
|
Accumulated amortization
|
|
|
(131,000
|
)
|
|
|
(947,100
|
)
|
|
|
917,000
|
|
|
|
|
|
|
|
(161,100
|
)
|
|
|
|
$
|
10,567,655
|
|
|
$
|
(947,100
|
)
|
|
$
|
(5,331,439
|
)
|
|
$
|
98,956
|
|
|
$
|
4,388,072
|
|
|
Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
The straight-line method is being used to amortize the Companys finite lived intangible assets over their respective lives. Related amortization expense recognized was approximately $947,000 and $131,000 for the years ended March 31, 2014 and 2013, respectively. Amortization expense for the next five succeeding fiscal years is estimated as follows:
|
|
March 31,
|
|
|
|
2015
|
$ 342,000
|
2016
|
$ 342,000
|
2017
|
$ 342,000
|
2018
|
$ 342,000
|
2019
|
$ 181,000
|
Earnings (Loss) Per Share
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding.
F-12
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following is a reconciliation of the number of shares used in the calculation of basic earnings per share and diluted earnings per share from continuing operations and basic and diluted loss per share from discontinued operations and net income (loss) per share for the years ended March 31, 2014 and 2013, respectively.
|
|
|
|
|
|
|
|
Year ended March 31,
|
|
|
2014
|
|
2013
|
|
Income from continuing operations
|
$
|
5,996,275
|
|
$
|
4,136,469
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of income tax
|
|
(15,325,697
|
)
|
|
(439,710
|
)
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
(9,329,422
|
)
|
$
|
3,696,759
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding
|
|
71,604,248
|
|
|
40,539,166
|
|
|
|
|
|
|
|
|
Incremental shares from the assumed exercise of dilutive securities:
|
|
|
|
|
|
|
Dilutive options
|
|
8,652
|
|
|
9,371
|
|
Dilutive warrants
|
|
1,086,343
|
|
|
2,891,094
|
|
|
|
72,699,243
|
|
|
43,439,631
|
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
Continuing operations
|
$
|
0.08
|
|
$
|
0.10
|
|
Discontinued operations
|
|
(0.21
|
)
|
|
(0.01
|
)
|
Income (loss) per share
|
$
|
(0.13
|
)
|
$
|
0.09
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
Continuing operations
|
$
|
0.08
|
|
$
|
0.10
|
|
Discontinued operations
|
|
(0.21
|
)
|
|
(0.01
|
)
|
Income (loss) per share
|
$
|
(0.13
|
)
|
$
|
0.09
|
|
The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Stock options
|
|
|
7,113,115
|
|
|
|
1,561,250
|
|
Warrants
|
|
|
63,375,527
|
|
|
|
25,633,263
|
|
|
|
|
70,488,642
|
|
|
|
27,194,513
|
|
Subsequent to March 31, 2014, the Company entered into two transactions issuing a material number of common shares and warrants. See Note 15. On April 2, 2014, the Company entered into the Agreement and Plan of Merger issuing 452,960,490 shares of common stock. On April 3, 2014, the Company entered into a Senior Note Purchase Agreement in the principal amount of $10,180,000, which transaction included the issuance of a common stock purchase warrant, exercisable at $0.0001 per share until April 3, 2015, unless extended, for 4.99% of the Companys common stock outstanding on a fully diluted basis on the date of exercise. The above earnings (loss) per share calculations do not reflect these additional common shares and warrants which, if included, would have had a material dilutive effect on income per share from continuing operations for both fiscal 2014 and 2013.
F-13
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Share-Based Payments
We recognize share-based compensation expense on stock option awards under the provisions of ASC 718 Compensation - Stock Compensation. Compensation expense is recognized on that portion of option awards that are expected to ultimately vest over the vesting period from the date of grant. All options granted vest over their requisite service periods which can vary from 6 months to 5 years. We granted no stock options or other equity awards which vest based on performance or market criteria. We had applied an estimated forfeiture rate to all share-based awards, which represents that portion we expected would be forfeited over the vesting period. We reevaluate this analysis periodically and adjust our estimated forfeiture rate as necessary.
We utilized the Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.
In addition, under the provisions of ASC 805Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets options replaced was recorded as consideration transferred in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options was recognized as compensation cost in the year ended March 31, 2013 since substantially all the options were fully vested. Accordingly, the Company recorded $694,000 in stock-based compensation in March 2013 related to these replacement options.
Impairment of Long-Lived Assets
We review our long-lived assets, such as property and equipment, and acquired intangibles subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. In connection with the Companys decision to divest the eDiets dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in that component and therefore recorded a loss of approximately $5,331,000, which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations.
Income Taxes
We account for income taxes in accordance with FASB ASC 740 Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the more likely than not criteria of FASB ASC 740 Income Taxes.
FASB ASC 740 also requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
F-14
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Concentration of Credit Risk
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is limited to approximately $94,000 at March 31, 2014. Credit is extended to our customers, based on an evaluation of a customers financial condition and collateral is not required.
Advertising and Promotional Costs
Advertising and promotional costs are expensed when incurred and totaled approximately $35,000 and $170,000 for the years ended March 31, 2014 and 2013, respectively.
Fair Value Measurements
FASB ASC 820
Fair Value Measurements and Disclosures,
defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on March 31, 2014 and 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
The three levels of the fair value hierarchy are as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables is not practicable due to their related party nature.
F-15
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting Standards Updates
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures to this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in GAAP. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organizations results from continuing operations. The amendments in the ASU are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2014. The Company is currently evaluating the impact that this ASU will have on its financial statements.
In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effect for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All inter-company account balances and transactions have been eliminated in consolidation and certain prior period amounts, including those related to discontinued operations, have been reclassified to conform with the current period presentation.
Note 3.
eDiets Acquisition and Sale of Meal Delivery Service
On February 28, 2013, the Company completed the purchase of 100% of the outstanding common stock of eDiets.com, Inc., a publicly held company organized under the laws of the State of Delaware (eDiets), offering subscription-based weight-loss oriented meal delivery service and individualized digital subscription-based weight-loss and wellness programs. Pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012 we issued an aggregate of 19,077,686 shares of our common stock, at the ratio of 1.2667 shares of our common stock for each outstanding share of eDiets common stock, to the eDiets stockholders. Following the closing, eDiets became a wholly owned subsidiary of our Company.
At completion, we believed the acquisition of eDiets could create a more scalable business and facilitate our strategic objective of becoming one of the top providers of ecommerce products and solutions. In addition, while there were no assurances, it was anticipated that the acquisition would allow us to expand our product offerings, realize potential synergies in marketing and media purchases, realize potential cost savings in administrative expenses and the costs associated with public company compliance, and take advantage of product cross-selling opportunities.
F-16
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The total purchase price for eDiets was approximately $15.1 million. The purchase price consisted of approximately (i) $2.4 million in cash, (ii) $11.1 million in the Companys common stock, valued based on the closing price of the stock on February 28, 2013, (iii) $0.9 million representing the fair value of the Companys options issued to eDiets employees and warrants issued to eDiets consultants, and (iv) assumed liability of $600,000 in principal and $92,057 of related accrued interest in eDiets notes payable to related parties, which converted into 988,654 shares of common stock at $0.70 per share and warrants to purchase 494,328 shares of common stock of the Company, all pursuant to the Agreement and Plan of Merger. In accordance with accounting standards of business combinations, we accounted for the acquisition of eDiets under the acquisition method. Under the acquisition method, the assets acquired and liabilities assumed at the date of acquisition were recorded in the consolidated financial statements at their respective fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. eDiets results of operations are included in our consolidated financial statements from the date of acquisition.
The determination of the estimated fair value of the acquired assets and liabilities assumed required management to make significant estimates and assumptions. We determined the fair value by applying established valuation techniques, based on information that management believed to be relevant to this determination. The following table summarizes the purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
241,344
|
|
Restricted cash
|
|
|
450,000
|
|
Accounts receivable
|
|
|
118,172
|
|
Inventory
|
|
|
75,522
|
|
Prepaid expenses and other assets
|
|
|
275,170
|
|
Property, plant and equipment
|
|
|
61,342
|
|
Intangibles
|
|
|
|
|
Customer relationships
|
|
|
6,000,000
|
|
URLs
|
|
|
1,000,000
|
|
Trademarks
|
|
|
859,439
|
|
Total assets acquired
|
|
|
9,080,989
|
|
|
|
|
|
|
Accounts payable
|
|
|
(2,318,986
|
)
|
Accrued expenses
|
|
|
(443,364
|
)
|
Notes payable
|
|
|
(463,672
|
)
|
Total liabilities assumed
|
|
|
(3,226,022
|
)
|
Net assets acquired
|
|
$
|
5,854,967
|
|
The purchase price exceeded the fair value of the net assets acquired by $9,300,000, which was recorded as goodwill. Acquisition costs, consisting of legal, consulting and other costs related to the acquisition aggregated approximately $278,000 and included $82,650 for an acquisition consulting fee payable in 142,500 shares of common stock which were issued in July 2013.
In connection with the Companys decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss which is included in discontinued operations. See Note 4.
The accompanying consolidated financial statements do not include any revenues or expenses related to the eDiets business on or prior to February 28, 2013, the closing date of the acquisition. The consolidated statements of operations for the years ended March 31, 2014 and 2013 include a loss from discontinued operations of approximately $15,326,000 and $440,000, respectively, related to eDiets.
In connection with the acquisition, the Company acquired an aggregate of $463,672 of notes payable, consisting of $100,000 due to a former director of eDiets, $100,000 due to a former director of eDiets who is currently a director of the Company and $263,672 due to a former landlord of eDiets. The annual interest rate on the director and former director notes is 5%. The landlord note is interest free, absent default.
F-17
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In addition, under the provisions of ASC 805
Business Combinations,
the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets options replaced was recorded as consideration in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options, totaling approximately $694,000, was recognized as compensation cost in the fiscal year ended March 31, 2013.
At the time of acquisition, eDiets had approximately $61.2 million in net operating loss carryforwards. Those net operating loss carryforwards will be subject to the Internal Revenue Code 382 ownership change rules which will limit future use by eDiets, as a subsidiary of the Company, to approximately $0.50 million per year.
Note 4.
Discontinued Operations
On October 11, 2013, the Company completed the sale to Chefs Diet National Co., LLC (Chefs Diet), a subsidiary of Chefs Diet Corp., of certain assets (the Meal Delivery Assets) relating to the eDiets meal delivery business pursuant to an Asset Purchase and Revenue Sharing Agreement (the Agreement) dated August 23, 2013 between eDiets and Chefs Diet. The disposed assets consist primarily of a customer database of active and inactive eDiets customers. In addition, eDiets granted Chefs Diet a perpetual royalty-free license to content and certain other intellectual property used in connection with the eDiets meal delivery business. While the transaction was not completed until October 11, 2013, the transaction met the criteria of held-for-sale accounting as of September 30, 2013 and has been presented in accordance with the provisions of ASC 205-
20 Discontinued Operations
for all periods presented.
The base sales price of $1.1 million consisted of an initial cash payment of $200,000, of which $100,000 was collected prior to September 30, 2013, with the additional $100,000 collected during the three months ended December 31, 2013, plus deferred cash payments totaling $900,000 payable as follows: (i) eight quarterly payments beginning April 1, 2014 in an amount equal to the greater of $56,250 or 7% of adjusted gross revenue for the immediately preceding period, and (ii) eight quarterly payments beginning April 1, 2016 in an amount equal to the greater of $56,250 or 5% of adjusted gross revenue for the immediately preceding period. In addition, Chefs Diet will make up to four quarterly bonus payments of up to $50,000 each if it meets certain customer acquisition and retention targets.
The Companys meal delivery operations were a component of our eDiets subsidiary which delivered fresh and frozen diet or wellness focused meals to our customers. Management believes this divestiture allowed the Company to streamline its operations and better focus its limited recourses on ecommerce based platforms, which it believes is the future of the dietary and wellness industries.
In connection with the Agreement, the Company retained a perpetual, nonexclusive, worldwide, royalty free right and license to use the Meal Delivery Assets in its business provided that it shall not utilize such assets to promote any fresh, frozen or prepared meal program, as defined.
For the years ended March 31, 2014 and 2013, the Companys meal delivery component had operational losses of $1,812,507 and $439,710, respectively. As a result of this divestiture, the Company recognized a non-cash charge of $14,631,000, including a write down of goodwill of $9,300,000 and $5,331,000 in identifiable intangible assets, resulting from the Companys determination that it would not be able to recover the carrying value of its investment in this component and that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded the related loss in discontinued operations. As a result of this impairment, the Company carries no remaining goodwill. No tangible assets or liabilities were transferred in the divestiture of the meal delivery component.
The results of operations for the meal delivery component has been reported as discontinued operations in the accompanying consolidated financial statements for all periods presented. The following table summarizes the results of operations for the discontinued component:
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Net sales
|
|
$
|
1,975,783
|
|
|
$
|
703,747
|
|
Operating (loss)
|
|
|
(1,812,507
|
)
|
|
|
(439,710
|
)
|
Asset sale
|
|
|
1,100,000
|
|
|
|
|
|
Impairment charge related to goodwill and finite-lived intangibles
|
|
|
(14,631,439
|
)
|
|
|
|
|
Other income
|
|
|
18,249
|
|
|
|
|
|
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes
|
|
$
|
(15,325,697
|
)
|
|
$
|
(439,710
|
)
|
F-18
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5.
Major Customers
Major customers are those customers that account for more than 10% of revenues. For the years ended March 31, 2014 and 2013, 32% and 12% of revenues were derived from two major customers and the accounts receivable for these major customers represented approximately 93% of total accounts receivable as of March 31, 2014. The loss of these customers would have a material adverse effect on the Companys operations.
Note 6.
Prepaid expenses and other current assets
Components of prepaid expenses and other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Prepaid license fees
|
|
$
|
25,692
|
|
|
$
|
23,550
|
|
Prepaid insurance
|
|
|
245,667
|
|
|
|
388,690
|
|
Prepaid investor relations fees
|
|
|
|
|
|
|
8,475
|
|
Prepaid talent fees
|
|
|
|
|
|
|
204,167
|
|
Prepaid professional fees
|
|
|
|
|
|
|
57,055
|
|
Prepaid medical and related insurance
|
|
|
|
|
|
|
46,011
|
|
Prepaid expenses other
|
|
|
445
|
|
|
|
64,502
|
|
|
|
$
|
271,804
|
|
|
$
|
792,450
|
|
Note 7.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Accrued compensation
|
|
$
|
104,421
|
|
|
$
|
137,505
|
|
Accrued warranty
|
|
|
10,836
|
|
|
|
52,000
|
|
Accrued sales returns
|
|
|
|
|
|
|
156,838
|
|
Accrued professional fees
|
|
|
80,000
|
|
|
|
159,000
|
|
Accrued other
|
|
|
9,540
|
|
|
|
222,387
|
|
|
|
$
|
204,797
|
|
|
$
|
727,730
|
|
Note 8.
Warrant Liabilities
Warrants issued in connection with several private placements contain provisions that protect holders from a decline in the issue price of our common stock (or down-round provisions) or that contain net settlement provisions. The Company accounts for these warrants as liabilities instead of equity. Down-round provisions reduce the exercise or conversion price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise or conversion price of those instruments or issues new warrants or convertible instruments that have a lower exercise or conversion price. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of physically exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a fixed-for-fixed option.
The Company recognizes these warrants as liabilities at their fair value and remeasures them at fair value on each reporting date.
F-19
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The assumptions used in connection with the valuation of warrants issued were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
2014
|
|
2013
|
|
|
Number of shares underlying the warrants
|
|
47,726,100
|
|
|
47,726,100
|
|
|
|
Exercise price
|
|
$0.595 - $0.80
|
|
|
$0.595 - $0.80
|
|
|
|
Volatility
|
|
134% - 158
|
%
|
|
133
|
%
|
|
|
Risk-free interest rate
|
|
0.28%-1.73
|
%
|
|
0.36%-0.77
|
%
|
|
|
Expected dividend yield
|
|
0.00
|
%
|
|
0.00
|
%
|
|
|
Expected warrant life (years)
|
|
1.42 - 3.63
|
|
|
2.50 4.75
|
|
|
|
Stock price
|
|
$0.06
|
|
|
$0.35
|
|
|
|
Recurring Level 3 Activity and Reconciliation
The tables below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). The table reflects gains and losses for the years ended March 31, 2014 and 2013, respectively, for all financial liabilities categorized as Level 3 as of March 31, 2014.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2013
|
|
|
Initial
Measurements
|
|
|
Increase
(Decrease)
in
Fair Value
|
|
|
Reclassed to
Equity
|
|
|
March 31,
2014
|
|
2011 Unit Offering
|
|
$
|
8,531,735
|
|
|
$
|
|
|
|
$
|
(7,836,562
|
)
|
|
$
|
|
|
|
$
|
695,173
|
|
2011 Unit Offering Placement Agent
|
|
|
1,073,855
|
|
|
|
|
|
|
|
(986,356
|
)
|
|
|
|
|
|
|
87,499
|
|
2012 Bridge Warrant
|
|
|
231,691
|
|
|
|
|
|
|
|
(221,695
|
)
|
|
|
|
|
|
|
9,996
|
|
2012 Bridge Warrant Placement Agent
|
|
|
46,338
|
|
|
|
|
|
|
|
(44,339
|
)
|
|
|
|
|
|
|
1,999
|
|
2012 Unit Offering
|
|
|
1,268,686
|
|
|
|
|
|
|
|
(1,199,513
|
)
|
|
|
|
|
|
|
69,173
|
|
2012 Unit Offering Placement Agent
|
|
|
432,735
|
|
|
|
|
|
|
|
(372,764
|
)
|
|
|
|
|
|
|
59,971
|
|
2013 Merger related notes converted
|
|
|
104,266
|
|
|
|
|
|
|
|
(98,316
|
)
|
|
|
|
|
|
|
5,950
|
|
|
|
$
|
11,689,306
|
|
|
$
|
|
|
|
$
|
(10,759,545
|
)
|
|
$
|
|
|
|
$
|
929,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2012
|
|
|
Initial
Measurements
|
|
|
Increase
(Decrease)
in
Fair Value
|
|
|
Reclassed to
Equity
|
|
|
March 31,
2013
|
|
2011 Bridge Warrant
|
|
$
|
6,604,706
|
|
|
$
|
|
|
|
$
|
(966,334
|
)
|
|
$
|
(5,638,372
|
)
|
|
$
|
|
|
2011 Bridge Warrant Placement Agent
|
|
|
876,119
|
|
|
|
|
|
|
|
(128,184
|
)
|
|
|
(747,935
|
)
|
|
|
|
|
2011 Unit Offering
|
|
|
15,816,980
|
|
|
|
|
|
|
|
(7,285,245
|
)
|
|
|
|
|
|
|
8,531,735
|
|
2011 Unit Offering Placement Agent
|
|
|
2,499,810
|
|
|
|
|
|
|
|
(1,425,955
|
)
|
|
|
|
|
|
|
1,073,855
|
|
2012 Bridge Warrant
|
|
|
|
|
|
|
716,760
|
|
|
|
(485,069
|
)
|
|
|
|
|
|
|
231,691
|
|
2012 Bridge Warrant Placement Agent
|
|
|
|
|
|
|
143,352
|
|
|
|
(97,014
|
)
|
|
|
|
|
|
|
46,338
|
|
2012 Unit Offering
|
|
|
|
|
|
|
4,075,834
|
|
|
|
(2,807,148
|
)
|
|
|
|
|
|
|
1,268,686
|
|
2012 Unit Offering Placement Agent
|
|
|
|
|
|
|
1,094,936
|
|
|
|
(662,201
|
)
|
|
|
|
|
|
|
432,735
|
|
2013 Merger related notes converted
|
|
|
|
|
|
|
197,855
|
|
|
|
(93,589
|
)
|
|
|
|
|
|
|
104,266
|
|
|
|
$
|
25,797,615
|
|
|
$
|
6,228,737
|
|
|
$
|
(13,950,739
|
)
|
|
$
|
(6,386,307
|
)
|
|
$
|
11,689,306
|
|
F-20
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Number of Warrants Subject to Remeasurement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Warrants
|
|
|
|
April 1,
|
|
|
Warrant
|
|
|
March 31,
|
|
|
|
2013
|
|
|
Additions
|
|
|
Reductions
|
|
|
2014
|
|
2011 Unit Offering
|
|
|
33,277,842
|
|
|
|
|
|
|
|
|
|
|
|
33,277,842
|
|
2011 Unit Offering Placement Agent
|
|
|
4,726,892
|
|
|
|
|
|
|
|
|
|
|
|
4,726,892
|
|
2012 Bridge Warrant
|
|
|
1,137,735
|
|
|
|
|
|
|
|
|
|
|
|
1,137,735
|
|
2012 Bridge Warrant Placement Agent
|
|
|
227,546
|
|
|
|
|
|
|
|
|
|
|
|
227,546
|
|
2012 Unit Offering
|
|
|
6,300,213
|
|
|
|
|
|
|
|
|
|
|
|
6,300,213
|
|
2012 Unit Offering Placement Agent
|
|
|
1,561,544
|
|
|
|
|
|
|
|
|
|
|
|
1,561,544
|
|
2013 Merger related notes converted
|
|
|
494,328
|
|
|
|
|
|
|
|
|
|
|
|
494,328
|
|
|
|
|
47,726,100
|
|
|
|
|
|
|
|
|
|
|
|
47,726,100
|
|
Note 9.
Income Taxes
At March 31, 2014 and 2013, we had gross deferred tax assets in excess of deferred tax liabilities of $11.26 million and $ 7.60 million, respectively. We determined that it is not more likely than not that such assets will be realized, and as such have applied a valuation allowance of $11.26 million and $7.60 million as of March 31, 2014 and 2013, respectively. We evaluate our ability to realize our deferred tax assets each period and adjust the amount of our valuation allowance, if necessary. We operate within multiple taxing jurisdictions and are subject to audit in those jurisdictions. Because of the complex issues involved, any claims can require an extended period to resolve.
FASB ASC 740
Income Taxes
requires that a valuation allowance be established when it is more likely than not all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence needs to be considered, including our current and past performance, the market environment in which we operate, the utilization of past tax credits and length of carry-back and carry-forward periods. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative objective evidence such as cumulative losses in recent years. Cumulative losses weigh heavily in the overall assessment. We have applied a 100% valuation allowance against our net deferred tax assets as of March 31, 2014 and 2013.
A reconciliation between the amount of income tax benefit determined by applying the applicable US statutory income tax rate to pre-tax loss is as follows:
|
|
|
|
|
|
|
|
|
|
Year Ended March 31,
|
|
|
|
2014
|
|
2013
|
|
Federal Statutory
|
|
$
|
(3,172,000
|
)
|
$
|
1,257,000
|
|
State Tax, Net of Federal
|
|
|
(339,000
|
)
|
|
134,000
|
|
Change in Fair Value of Warrants
|
|
|
(3,658,000
|
)
|
|
(4,743,000
|
)
|
Stock Based Compensation
|
|
|
321,000
|
|
|
467,000
|
|
Non-Deductible Debt Discount
|
|
|
|
|
|
290,000
|
|
Meals & Entertainment and Other
|
|
|
26,000
|
|
|
103,000
|
|
Loss on Impairment of Goodwill
|
|
|
3,162,000
|
|
|
|
|
Change in Tax Valuation Allowance on Deferred Tax Assets
|
|
|
3,660,000
|
|
|
2,492,000
|
|
|
|
$
|
|
|
$
|
|
|
The valuation allowance increased by approximately $3.66 million for the year ended March 31, 2014. For the year ended March 31, 2013, the valuation allowance initially increased by approximately $2.49 million. Then, as a result of the eDiets acquisition (see Note 3), it increased by $.86 million, resulting in a net increase for the year of $3.35 million.
F-21
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The primary components of net deferred tax assets are as follows:
|
|
|
|
|
|
|
|
|
|
At March 31,
|
|
|
|
2014
|
|
2013
|
|
Net Operating Losses
|
|
$
|
11,749,000
|
|
$
|
9,732,000
|
|
Reserves
|
|
|
35,000
|
|
|
768,000
|
|
Depreciation
|
|
|
3,000
|
|
|
(11,000
|
)
|
Accrued vacations
|
|
|
16,000
|
|
|
16,000
|
|
Identifiable intangibles
|
|
|
(546,000
|
)
|
|
(2,908,000
|
)
|
Valuation Allowance
|
|
|
(11,257,000
|
)
|
|
(7,597,000
|
)
|
Net Deferred Tax Assets
|
|
$
|
|
|
$
|
|
|
At March 31, 2014, we had consolidated net operating loss carry forwards of approximately $31.22 million for U.S. federal income tax purposes. The U.S. operating losses expire as follows:
|
|
|
|
|
|
|
Year of Expiration
|
|
Year Generated
|
|
U.S. Losses
|
|
|
|
|
|
|
|
|
March 31, 2030
|
|
March 31, 2010
|
|
$
|
(475,000
|
)
|
March 31, 2031
|
|
March 31, 2011
|
|
|
(4,368,000
|
)
|
March 31, 2032
|
|
March 31, 2012
|
|
|
(5,827,000
|
)
|
Various up to March 31, 2033
|
|
Various up to March 31, 2013
|
|
|
(15,191,000
|
)
|
Various up to March 31, 2034
|
|
Various up to March 31, 2014
|
|
|
(5,361,000
|
)
|
|
|
|
|
$
|
(31,222,000
|
)
|
If there is an ownership change, as defined under Internal Revenue Code section 382, the use of net operating loss and credit carry-forwards may be subject to limitation on use. On October 28, 2011, the Company underwent an ownership change, as defined in Internal Revenue Code Section 382, which, in general, limits the use of prior year net operating tax losses in future years to approximately $1.5 million per year.
On February 28, 2013, eDiets was acquired with its approximately $61.2 million in net operating loss carry forwards. These net operating loss carry forwards will be subject to the Internal Revenue Code 382 ownership change rules which will limit future use by eDiets, as a subsidiary of the Company, to approximately $0.5 million per year.
If additional ownership changes, as defined under Internal Revenue Code Section 382, occur in the future, the use of the net operating losses listed above could be subject to further limitations.
Uncertain Tax Positions
We have no unrecognized income tax benefits as of March 31, 2014 and March 31, 2013. There have been no material changes in unrecognized tax benefits through March 31, 2014. The fiscal years March 31, 2014, 2013, 2012 and 2011 are considered open tax years in U.S. federal and state tax jurisdictions. We currently do not have any audit investigations in any jurisdiction.
Note 10.
Related Party Transactions
Concurrent with the Companys acquisition of eDiets on February 28, 2013, the Company issued 988,654 shares of common stock and warrants to purchase 494,328 shares of common stock in settlement of $600,000 of eDiets related party debt and $92,057 in related interest to an eDiets director and one former director. In addition, during our second fiscal quarter of 2014, the Company repaid $50,000 in principal to our director, and the remaining $50,000 was repaid with related interest in the third quarter.
F-22
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On December 23, 2013, the Company entered into a Note Purchase Agreement with Infusion Brands International, Inc. The Note Purchase Agreement was executed in connection with a possible merger between Infusion Brands and the Company. This agreement provided for a series of notes totaling up to $500,000 through April 15, 2014. As of March 31, 2014, the Company had borrowed $450,000 under this agreement. The notes bear interest at 12% per annum and, if no merger had been completed between the parties, would have matured on June 30, 2014. At March 31, 2014, the Company had accrued $9,237 of related party interest under these notes. The merger was completed on April 2, 2014. See Note 15.
For the year ended March 31, 2014 and 2013, the Company recognized related party interest expense of $13,155 and $425, respectively.
Note 11.
Notes Payable
In connection with the acquisition of eDiets on February 28, 2013, the Company assumed an aggregate of $463,672 of notes payable, consisting of (i) $100,000 owed to a former director of eDiets who is currently a director of the Company, which matured on June 30, 2013 (ii) $100,000 owed to a former director of eDiets, which matured on June 30, 2013, but has not been repaid and (iii) $263,672 owed to a former landlord of eDiets, which is payable in equal monthly installments, the last of which matures on October 1, 2015. All notes are unsecured and the director and former director notes carry an interest rate of 5% per annum. The landlord note is interest free, absent default.
At March 31, 2014 and 2013, the Company had notes payable current portion of $246,001 and $281,805, respectively. At March 31, 2014 and 2013, notes payable current portion included $127,575 and $102,060, respectively, due to the former landlord and $100,000 due to the former director of eDiets. In addition, the balances include amounts due under insurance related notes payable. Annual interest rates on these notes range from 5% to 8.4%.
Notes payable non-current includes $50,957 and $153,107, due to a former landlord at March 31, 2014 and 2013, respectively, and $30,000 and $40,000 due through fiscal 2016, respectively, due under our asset purchase agreement with Seen On TV.
Note 12.
Commitments and Contingencies
In connection with the eDiets acquisition, on September 10, 2012, the Company received notice of a complaint filed in Broward County, Florida by an eDiets stockholder against eDiets, members of the board of directors of eDiets and the Company, alleging that eDiets breached its fiduciary duty to its stockholders by entering into the transaction for inadequate consideration. Prior to the deadline for the defendants to answer the complaint, the plaintiff and the defendants in the case filed a stipulation with the court allowing the plaintiff to file an amended complaint. The Companys acquisition of eDiets was consummated on February 28, 2013. On November 19, 2013, the plaintiff voluntarily dismissed the case without prejudice.
F-23
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. The term of the agreement was for one year and provided for successive one-year periods unless a notice of non-renewal is given by either party or the agreement is otherwise terminated sooner in accordance with its provisions. Pursuant to the agreement, Mr. Pruett received an annual base salary of $275,000, together with an additional salary of $275,000 during the first year of his employment with us. Mr. Pruetts base salary may be increased from time to time as determined by the compensation committee of the board of directors. Mr. Pruett voluntarily waived his right to receive payments on his additional salary of $275,000 beginning with the payroll period ending February 10, 2014, continuing until Mr. Pruett otherwise notifies the Company. In addition to his base salary, Mr. Pruett was entitled to receive an annual cash bonus calculated by reference to our actual performance during the immediately preceding fiscal year measured against a revenue and adjusted EBITDA (earnings before income taxes, depreciation and amortization) target to be established by Mr. Pruett and the compensation committee and approved by the board of directors. Mr. Pruett and the compensation committee did not establish a revenue and adjusted EBITDA target for our fiscal year ending March 31, 2014. Mr. Pruett also received an option grant to purchase 425,000 shares (the First Option Grant) of our common stock and a second option grant to purchase 2,625,000 shares (the Second Option Grant) of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant had a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement had not been terminated, on December 31, 2013, Mr. Pruett became entitled to receive subsequent grants of stock and options, at the compensation committees option, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. Mr. Pruett was not granted any additional stock options.
If Mr. Pruetts employment was terminated due to death, his estate would receive (i) six months base salary at his then current rate in a lump sum payment and (ii) one year of continued coverage under the Companys employee benefit plans. If Mr. Pruetts employment is terminated due to disability, he was to receive (i) six months base salary at his then current rate, (ii) one year of continued coverage under the Companys employee benefit plans and (iii) any earned but unpaid bonuses, provided that the Company may credit against such amounts any proceeds paid to Mr. Pruett with respect to any disability policy maintained for his benefit. If Mr. Pruetts employment is terminated by the Company without cause or following a change in control or by Mr. Pruett for good reason or following a change in control, Mr. Pruett would have received (i) 12 months base salary at his then current rate, (ii) continued provision during such 12-month period of benefits under the Companys employee benefit plans, (iii) immediate vesting of all granted but unvested stock options and (iv) a prorated payment of any bonus or other payments earned in connection with any bonus plan in which Mr. Pruett participated at the time of termination. The amount of each payment under (i) shall be reduced by one dollar for each three dollars otherwise payable, until the aggregate amount of all such reductions, together with the aggregate amount of bonus reductions described above, equals $275,000. Mr. Pruett would not be entitled to any compensation if his employment is terminated by the Company for cause or by Mr. Pruett in the absence of good reason.
Mr. Pruett voluntarily waived his right to receive Additional Compensation, as defined in Section 3(a) of his employment agreement with the Company, beginning with the payroll period ending February 10, 2014 and continuing until Mr. Pruett otherwise notified the Company. Following the Infusion Merger, he resigned as a director, April 2, 2014 and as President and Chief Executive Officer of the Company (and all positions with our subsidiaries), effective as of April 10, 2014. Mr. Pruett elected to terminate his employment effective May 1, 2014. The termination agreement modified certain terms of his employment agreement and provided that Mr. Pruett was entitled to receive the balance of additional salary due him totaling approximately $72,000, which will be paid over a period of approximately three months beginning May 1, 2014. In addition, in accordance with our stock option plans, options granted, both vested and unvested, will expire 90-days from the date of his resignation.
F-24
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On June 13, 2013, TV Goods, Inc. (TV Goods), the Companys wholly owned subsidiary, entered into a termination agreement (the Termination Agreement) with Presser Direct, LLC (Presser Direct) under which it terminated a Purchasing and Marketing Agreement (the P & M Agreement) between TV Goods and Presser Direct dated March 7, 2012, relating to the manufacture, marketing, sale and distribution of the SeasonAire heater and related product lines. Under the Termination Agreement, TV Goods agreed to pay approximately $309,000 related to previously purchased inventory and approximately $146,000 attributable to royalty payments under the P & M Agreement, of which $65,000 was to be held in escrow pending delivery of replacements for damaged or defective SeasonAire heaters and related products previously sold by TV Goods. TV Goods also agreed to transfer title to certain assets relating to the products, including infomercials and intellectual property, to Presser Direct. Presser Direct agreed to pay TV Goods $50,000 for existing SeasonAire inventory, to assume obligations to make all royalty payments relating to SeasonAire sales after July 31, 2013 and to assume all liabilities relating to the SeasonAire products after June 13, 2013, except for certain warranty obligations relating to SeasonAire products sold prior to that date. TV Goods and Presser Direct released each other from all obligations under the P & M Agreement, so that the only surviving obligations were those arising under the Termination Agreement.
Leases
On February 1, 2012, the Company entered into a new 36-month lease agreement on our existing headquarters facility. Terms of the lease provide for a base rent payments of approximately $7,900 per month for the first twelve months, increasing 3% per year thereafter. The lease contained no provisions for a change in the base rent based on future events or contingent occurrences. In accordance with the provisions ASC 840-
Leases
, the Company is recognizing lease expenses on a straight-line basis, which total $8,100 per month over the lease term.
On August 23, 2013, the lease on our headquarters facility was amended, decreasing our base rent payments to approximately $5,700 per month and extending the term of the lease through January 31, 2018. The amended lease further provides for annual increases in the base rent commencing February 1, 2015, based on the Consumer Price Index of the immediately preceding calendar year but in no event less than 3% per annum. In accordance with the provisions of ASC 840
Leases
, the Company is recognizing lease expense on a straight line basis, which totals approximately $5,900 per month over the lease term.
During September 2012, eDiets entered into a one year lease for office space in Pompano Beach, Florida. The lease covered approximately 8,800 square feet at a monthly base rent of $9,800 per month. The Company did not renew this lease upon expiration and no longer occupies this facility.
The following is a schedule by year of future minimum rental payments required under our lease agreement on March 31, 2014:
|
|
|
|
|
|
|
Operating Lease
|
|
Year 1
|
|
$
|
68,762
|
|
Year 2
|
|
|
70,825
|
|
Year 3
|
|
|
72,949
|
|
Year 4
|
|
|
55,934
|
|
Year 5
|
|
|
|
|
|
|
$
|
268,470
|
|
Base rent expense recognized by the Company, attributable to its headquarters facility and eDiets facility was approximately $131,000 and $107,000 for the years ended March 31, 2014 and 2013, respectively.
Registration Rights
Under the terms of a 2010 private placement, the Company provided that it would use its best reasonable efforts to cause the related registration statement to become effective within 180 days of the termination date, July 26, 2010, of the offering. We have failed to comply with this registration rights provision and are obligated to make pro rata payments to the subscribers under the 2010 private placement in an amount equal to 1% per month of the aggregate amount invested by the subscribers up to a maximum of 6% of the aggregate amount invested by the subscribers. The maximum amount of penalty to which the Company may be subject is $156,000. The Company has a related accrued liability of $156,000 at both March 31, 2014 and 2013.
F-25
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.
Stockholders Equity
Capital Stock
Preferred Stock
We are authorized to issue up to 10,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock were issued or outstanding at March 31, 2014 and 2013, respectively.
Common Stock
At March 31, 2014 and 2013, we were authorized to issue up to 750,000,000 shares of common stock, $.0001 par value per share.
At and March 31, 2014 and 2013, the Company had 71,741,250 and 71,282,066 shares issued and outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent).
Share Issuances
Common Stock and Warrants
On July 19, 2013, the Company issued 142,500 shares of common stock to National Securities Corporation in consideration for consulting and advisory services provided by National Securities Corporation under an advisory services agreement dated August 14, 2012 in connection with the eDiets merger. The fair value of $82,650 was recorded as an expense and additional paid-in capital during fiscal year ended March 31, 2013.
On July 19, 2013, the Company issued an aggregate of 316,268 shares of common stock to the seller of Seen On TV, LLC, in accordance with the anti-dilution protection provisions contained in the June 28, 2012 Seen On TV, LLC asset purchase agreement.
On November 19, 2012, the Company entered into a licensing and endorsement agreement with Eight Entertainment, LLC furnishing celebrity endorsement services. The agreement is for a 24-month term and provides for the celebrity eDiets endorsements, advertising and promotion programs. In consideration the Company agreed to a one-time payment of $250,000 and the issuance of warrants to purchase up to 6,500,000 shares of common stock as follows:
|
|
|
|
|
|
|
Issuance
|
|
Number of Shares
|
|
Exercise Price
|
|
Date of Issuance
|
1
|
|
1,500,000
|
|
$0.01
|
|
Within 10 days of effectiveness
|
2
|
|
1,250,000
|
|
$0.25
|
|
3 months from agreement
|
3
|
|
750,000
|
|
$0.50
|
|
12 months from agreement
|
4
|
|
1,000,000
|
|
$0.75
|
|
16 months from agreement
|
5
|
|
1,000,000
|
|
$1.00
|
|
20 months from agreement
|
6
|
|
1,000,000
|
|
$2.00
|
|
24 months from agreement
|
|
|
6,500,000
|
|
|
|
|
The actual number of warrants to be granted under the agreement was subject to adjustment downward up to 50%, based upon certain performance goals being achieved relating to weight-loss. These provisions constitute a performance commitment within the meaning of ASC 505
Equity
. In accordance with ASC 505
Equity
, when equity instruments are issued to non-employees in exchange for the receipt of goods or services the equity instruments are measured at fair value at the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterpartys performance is complete. The agreement did not contain a sufficiently large disincentive for nonperformance as forfeiture of the equity instrument is the sole remedy in the event of nonperformance. Therefore, a final measurement date could not be established until performance was complete and ASC 505
Equity
requires the recognition of expense from the transaction be measured at the then-current lowest aggregate fair value at each reporting period with changes in those lowest aggregate fair values between the reporting periods recognized in earnings. The first of two performance goals was met during March 2013 reducing the potential adjustment downward to 25%. On May 15, 2013, the second performance goal was not achieved and warrants to purchase 1,625,000 shares of common stock exercisable at prices from $0.01 to $2.00 per share were forfeited.
F-26
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The related campaign talent costs were being recorded in selling and marketing expenses over the performance period of 24 months. The assumptions used at the initial valuation date, November 19, 2012, and March 31, 2014, were as follows:
|
|
|
|
|
|
|
Lowest Aggregate Fair Value
|
|
|
Initial Valuation
|
|
March 31, 2014
|
Number of shares underlying warrants
|
|
3,250,000
|
|
4,875,000
|
Exercise prices
|
|
$0.01 - $2.00
|
|
$0.01 - $2.00
|
Volatility
|
|
174.0%
|
|
144.86%
|
Risk-free interest rate
|
|
0.33%
|
|
0.29%
|
Expected dividend yield
|
|
0.00%
|
|
0.00%
|
Expected warrant life (years)
|
|
3.00
|
|
1.63
|
In March 2014, the Company determined that the unamortized prepaid component remaining under the licensing and endorsement had no further value as the Company is no longer using Eight Entertainment LLC for celebrity endorsements, advertising, or promotional programs and the remaining $79,000 was charged to campaign talent expense. Further, in March 2014, the Company determined that performance under this agreement was complete under the provisions of ASC 505 for purposes of warrant valuation with no further valuations required.
The Company recognized marketing expense (income) under this agreement of approximately $(18,000) and $263,000, including approximately $(143,000) and $217,000 attributable to the warrants issued and $204,000 and $46,000 attributable to the cash component for the years ended March 31, 2014 and 2013, respectively.
A summary of warrants outstanding at March 31, 2014, is as follows:
Summary of Warrants Outstanding
|
|
|
|
|
|
|
Warrant Description
|
|
Number of
Warrants
(A)
|
|
Exercise
Prices
|
|
Expiration Dates
|
2011 Convertible Notes
|
|
431,251
|
|
$3.00-$10.00
|
|
April 11, 2014
|
2011 Private Placement
|
|
672,750
|
|
$3.00-$10.00
|
|
May 27, 2014 - June 15, 2014
|
2011 Bridge Warrant
|
|
8,789,064
|
|
$0.64
|
|
August 29, 2014
|
2011 Bridge Warrant Placement Agent
|
|
1,165,875
|
|
$0.64
|
|
August 29, 2014
|
2011 Unit Offering
|
|
33,277,842
|
(B)
|
$0.59
|
|
October 28, 2016
|
2011 Unit Offering Placement Agent
|
|
4,726,892
|
(B)
|
$0.59
|
|
October 28, 2016
|
2010 Other Placements
|
|
412,500
|
|
$0.64-$3.15
|
|
June 1, 2014 - June 22, 2015
|
2012 Bridge Warrant
|
|
1,137,735
|
(B)
|
$0.77
|
|
September 7, 2015 - September 20, 2015
|
2012 Bridge Warrant Placement Agent
|
|
227,546
|
(B)
|
$0.77
|
|
September 7, 2015
|
2012 Unit Offering
|
|
6,300,213
|
(B)
|
$0.80
|
|
November 14, 2015
|
2012 Unit Offering Placement Agent
|
|
1,561,544
|
(B)
|
$0.70-$0.80
|
|
November 14, 2017
|
2012 Talent Compensation
|
|
4,875,000
|
|
$0.01-$2.00
|
|
November 19, 2015
|
2013 Merger related notes converted
|
|
494,328
|
(B)
|
$0.80
|
|
November 14, 2015
|
2013 eDiets Warrants
|
|
427,987
|
|
$1.40-$4.74
|
|
July 15, 2019 - September 11, 2019
|
|
|
64,500,527
|
|
|
|
|
(A)
All warrants reflect post anti-dilution and repricing provisions applied.
(B)
Subject to potential further anti-dilution and repricing adjustment (See Note 8).
Equity Compensation Plans
In May 2010, the Company adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the 2010 Plans) and granted 600,000 options and 450,000 options, respectively.
The fair value of each option is estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time.
F-27
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On June 4, 2012, the Company issued 30,000 options to a direct response consultant. The fair value of the options granted was estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:
|
|
|
|
|
Number of shares underlying the options
|
|
|
30,000
|
|
Exercise price
|
|
|
$0.87
|
|
Volatility
|
|
|
185
|
%
|
Risk-free interest rate
|
|
|
0.68
|
%
|
Expected dividend yield
|
|
|
0.00
|
%
|
Expected option life (years)
|
|
|
5
|
|
As the options vested upon grant, the entire fair value of $25,100 was charged to stock-based compensation immediately and is included in general and administrative expenses.
On September 24, 2012, the Companys board of directors adopted the 2013 Equity Compensation Plan (the 2013 Plan and, together with the 2010 Plans, the Plans) with terms similar to the previously adopted 2010 Plans. The 2013 Plan authorized the issuance of up to 3,000,000 options to purchase common stock. The 2013 Plan was modified in March 2013 authorizing the issuance of up to 6,000,000 options. On May 6, 2013, the 2013 Plan was further modified, increasing the shares of common stock reserved for issuance under such plan to 9,000,000 shares.
On December 15, 2012, the compensation committee granted 2,075,000 options from the remaining available options under the Plans. The options were granted to 17 employees and directors of the Company. The options granted vest at 20% per year over a five-year period and expire ten years from grant date. The fair value of the options granted was estimated on the grant date using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:
|
|
|
|
|
Number of shares underlying the options
|
|
|
2,075,000
|
|
Exercise price
|
|
|
$0.68
|
|
Volatility
|
|
|
177
|
%
|
Risk-free interest rate
|
|
|
1.18
|
%
|
Expected dividend yield
|
|
|
0.00
|
%
|
Expected option life (years)
|
|
|
7
|
|
On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. As a component of his compensation package the board of directors approved an option grant to purchase 425,000 shares (the First Option Grant) of our common stock and a second option grant to purchase 2,625,000 shares (the Second Option Grant) of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett became entitled to receive subsequent grants of stock and options, at the compensation committees discretion, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. Mr. Pruett was not granted any additional stock options. The following table includes the assumptions used in valuing these grants:
|
|
|
|
|
|
Number of shares underlying the option
|
425,000
|
|
|
2,625,000
|
|
Exercise price
|
$0.35
|
|
|
$0.70
|
|
Volatility
|
137
|
%
|
|
137
|
%
|
Risk-free interest rate
|
1.19
|
%
|
|
1.19
|
%
|
Expected dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
Expected option life (years)
|
7
|
|
|
7
|
|
F-28
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Mr. Pruett elected to terminate his employment effective May 1, 2014. The termination agreement modified certain terms of his employment agreement and provided that Mr. Pruett was entitled to receive the balance of additional salary due him totaling approximately $72,000, which will be paid over a period of approximately three months beginning May 1, 2014. In addition, in accordance with our stock option plans, options granted, both vested and unvested, will expire 90-days from the date of his resignation.
On August 1, 2013, the Company issued 500,000 stock options to Henrik Sandell to serve as the Companys chief operating officer. The fair value of the options granted was estimated on the date of grant using the Black Scholes option pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant:
|
|
|
|
|
Number of shares underlying the options
|
|
|
500,000
|
|
Exercise price
|
|
|
$0.70
|
|
Volatility
|
|
|
159.03
|
%
|
Risk-free interest rate
|
|
|
2.15
|
%
|
Expected dividend yield
|
|
|
0.00
|
%
|
Expected option life (years)
|
|
|
7
|
|
The grant provided that 125,000 options vested upon grant according, $22,250, the fair value of the vested component, was charged to stock based compensation immediately and is included in general and administrative expense.
Mr. Sandells options vested under the following schedule:
|
|
|
|
Percent of Grant
|
|
Vesting Date
|
|
|
|
25%
|
|
August 1, 2013
|
25%
|
|
May 1, 2014
|
25%
|
|
November 1, 2014
|
25%
|
|
May 1, 2015
|
Mr. Sandells employment terminated effective June 1, 2014. Accordingly, Mr. Sandells vested options will remain exercisable for 90 days following termination and thereafter all options granted to Mr. Sandell, both vested and unvested, will be cancelled and returned to the option plan for potential future grants.
Stock based compensation for the years ended March 31, 2014 and 2013 was approximately $944,000 and $1,375,000, respectively. Stock based compensation for all periods presented are included in general and administration expenses in the accompanying consolidated statements of operations.
Information related to options granted under our option plans at March 31, 2014 and 2013 and activity for each of the years then ended is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at April 1, 2013
|
|
|
5,933,708
|
|
$
|
2.32
|
|
|
6.55
|
|
$
|
44,475
|
|
Granted
|
|
|
3,550,000
|
|
|
0.66
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(2,264,451
|
)
|
|
2,37
|
|
|
|
|
|
|
|
Expired
|
|
|
(70,421
|
)
|
|
0.35
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
7,148,836
|
|
$
|
1.06
|
|
|
7.46
|
|
$
|
|
|
Exercisable at March 31, 2014
|
|
|
4,245,086
|
|
$
|
1.54
|
|
|
6.33
|
|
$
|
|
|
F-29
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at April 1, 2012
|
|
|
1,025,000
|
|
$
|
1.31
|
|
|
|
|
$
|
|
|
Granted
|
|
|
5,018,807
|
(A)
|
|
1.93
|
|
|
|
|
|
319,652
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(110,099
|
)(B)
|
|
0.52
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2013
|
|
|
5,933,708
|
|
$
|
2.32
|
|
|
6.55
|
|
$
|
44,475
|
|
Exercisable at March 31, 2013
|
|
|
4,130,046
|
|
$
|
2.38
|
|
|
5.93
|
|
$
|
44,475
|
|
(A)
Includes 2,816,208 eDiets acquisition adjusted replacement options.
(B)
Includes 97,599 eDiets acquisition adjustment replacement options.
The weighted average grant date fair value of unvested options at March 31, 2014, was approximately $1,020,000 and will be expensed over a weighted average period of 1.17 years.
As of March 31, 2014, there were 5,392,500 options available for further issuance under the Plans.
In addition, under the provisions of ASC 805Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets options replaced of $604,218 was recorded as consideration transferred in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options was recognized as compensation cost in the year ended March 31, 2013 since substantially all of the options were fully vested. Accordingly, the Company recorded $694,000 in stock-based compensation in March 2013.
No tax benefits are attributable to our share based compensation expense recorded in the accompanying financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. For stock options, the amount of the tax deductions is generally the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise.
In the event of any stock split of our outstanding shares of common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Grants under the Plans may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.
At the effective time of the merger with eDiets, each eDiets option that remained outstanding and unexercised following the effective time was deemed amended and is now exercisable for shares of our common stock. The terms and conditions of the options remained the same, except that the number of shares covered by the option, and the exercise price was adjusted to reflect the exchange ratio of 1.2667. The exercise price per share is now equal to the exercise price prior to the effective time, divided by the exchange ratio. The above discussion reflects options and shares adjusted for the exchange ratio.
F-30
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14.
Segment Reporting
Commencing February 28, 2013, effective with the Companys acquisition of eDiets, the Company organized its business into two operating segments to better align its organization based upon the Companys management structure, products and services offered, markets served and types of customers. The ASTV segment derives its revenues from the marketing and sale of consumer direct response products, including Internet and TV live shop venues. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4. Management reviews financial information presented on an operating segment basis for the purpose of making certain operating decisions and assessing financial performance.
Corporate and other expenses include costs that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses. Corporate and other assets include cash and cash equivalents, prepaid expenses and deposits.
The following tables reflect results of operations from our business segments for the years ended March 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2014
|
|
|
|
ASTV
|
|
|
eDiets
|
|
|
Corporate
and other
|
|
|
Total
|
|
Revenues
|
|
$
|
1,224,245
|
|
|
$
|
761,350
|
|
|
$
|
|
|
|
$
|
1,985,595
|
|
Costs of revenues
|
|
|
1,250,249
|
|
|
|
91,280
|
|
|
|
|
|
|
|
1,341,529
|
|
Gross profit (loss)
|
|
|
(26,004
|
)
|
|
|
670,070
|
|
|
|
|
|
|
|
644,066
|
|
Gross profit (loss) %
|
|
|
(2%
|
)
|
|
|
88%
|
|
|
|
0%
|
|
|
|
32%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expense
|
|
|
88,986
|
|
|
|
(20,185
|
)
|
|
|
|
|
|
|
68,801
|
|
General and administrative expenses
|
|
|
2,743,121
|
|
|
|
369,798
|
|
|
|
2,222,172
|
|
|
|
5,335,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(2,858,111
|
)
|
|
|
320,457
|
|
|
|
(2,222,172
|
)
|
|
|
(4,759,826
|
)
|
Revaluation of warrants and interest
|
|
|
(5,772
|
)
|
|
|
2,328
|
|
|
|
10,759,545
|
|
|
|
10,756,101
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
(15,325,697
|
)
|
|
|
|
|
|
|
(15,325,697
|
)
|
Net income (loss) before taxes
|
|
$
|
(2,863,883
|
)
|
|
$
|
(15,002,912
|
)
|
|
$
|
8,537,373
|
|
|
$
|
(9,329,422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2013
|
|
|
|
ASTV
|
|
|
eDiets
|
|
|
Corporate
and other
|
|
|
Total
|
|
Revenues
|
|
$
|
9,313,213
|
|
|
$
|
90,545
|
|
|
$
|
|
|
|
$
|
9,403,758
|
|
Costs of revenues
|
|
|
6,979,898
|
|
|
|
342
|
|
|
|
|
|
|
|
6,980,240
|
|
Gross profit
|
|
|
2,333,315
|
|
|
|
90,203
|
|
|
|
|
|
|
|
2,423,518
|
|
Gross profit %
|
|
|
25%
|
|
|
|
100%
|
|
|
|
|
|
|
|
26%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expense
|
|
|
3,969,177
|
|
|
|
(16,667
|
)
|
|
|
|
|
|
|
3,952,510
|
|
General and administrative expenses
|
|
|
5,224,123
|
|
|
|
61,642
|
|
|
|
1,493,452
|
|
|
|
6,779,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
(6,859,985
|
)
|
|
|
45,228
|
|
|
|
(1,493,452
|
)
|
|
|
(8,308,209
|
)
|
Revaluation of warrants and interest
|
|
|
(770
|
)
|
|
|
(849
|
)
|
|
|
12,446,297
|
|
|
|
12,444,678
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
(439,710
|
)
|
|
|
|
|
|
|
(439,710
|
)
|
Net income (loss) before taxes
|
|
$
|
(6,860,755
|
)
|
|
$
|
(395,331
|
)
|
|
$
|
10,952,845
|
|
|
$
|
3,696,759
|
|
F-31
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15.
Subsequent Events
Infusion Merger
On April 2, 2014, the Company entered into an Agreement and Plan of Merger (the Infusion Merger Agreement) with Infusion Brands International, Inc., a Nevada corporation (IBI), Infusion Brands, Inc. (Infusion), a Nevada corporation and a wholly owned subsidiary of IBI, and ASTV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company. Effective April 2, 2014. ASTV Merger Sub, Inc. merged with and into Infusion, with Infusion continuing as the surviving corporation and becoming a direct wholly owned subsidiary of the Company (the Infusion Merger). Infusion, formerly a wholly owned subsidiary of IBI, is a Nevada corporation organized in July 2008. Infusion is engaged in identifying affordable and demonstrable products to market principally to domestic customers through direct-to-consumer channels such as television infomercials, live shopping networks, and ecommerce channels. Its products are also sold through web sites operated by the live shopping networks that agree to carry its products and its own proprietary websites. Infusion has been operating at a loss since its inception.
In addition, Infusion owns 100% of the membership interests of Ronco Funding LLC. The sole assets of Ronco Funding LLC are a participation interest in the secured debt of Ronco Holdings, Inc. (Ronco Holdings) and an option to procure the remaining interest in such secured debt for an additional $2,350,000. Ronco Holdings is a Delaware company. Infusion also holds the right to designate the majority of the board of directors of Ronco Holdings. Ronco Holdings products include, but are not limited to the Showtime Rotisserie & BBQ, 5-Tray Electric Food Dehydrator, Veg-o-Matic, Smart Juicer and Pocket Fisherman. Due to the ownership and rights to the Ronco Holdings secured debt and control over the Ronco Holdings board of directors, for accounting purposes, Ronco Holdings is treated as a variable interest entity, with Infusion being the primary beneficiary.
Pursuant to the terms of the Infusion Merger Agreement the Company issued to IBI 452,960,490 shares of its common stock in exchange for all of the outstanding shares of Infusion common stock. As a result, IBI became the majority shareholder of the Company, owning approximately 85.2% of the Companys outstanding common stock as of the date of the Infusion Merger and 75% of Companys outstanding common stock on a fully diluted basis. Pursuant to the terms of the Infusion Merger Agreement, the Company also agreed to increase the size of its board of directors from 5 to 7, to cause three of its existing directors to resign and to appoint 5 new persons, designated by IBI, to the Company board of directors. Kevin Harrington, Randolph Pohlman and Ronald C. Pruett, Jr. resigned from the Companys board of directors and Robert DeCecco, Shadron Stastney, Dennis W. Healey, Mary Mather and Allen Clary were appointed to the Companys board of directors. Mr. Clary subsequently resigned in June 2014. Following these actions, the Companys board of directors is now comprised of Mr. DeCecco, chairperson, Kevin A. Richardson, II, Greg Adams, Mr. Stastney, Mr. Healey and Ms. Mather. Mr. Greg Adams and Mr. Kevin Richardson, II are each considered independent within the meaning of meaning of Rule 5605 of the NASDAQ Marketplace Rules.
Under the Infusion Merger Agreement, the Company agreed to assume from Infusion all obligations for indebtedness for borrowed money of Infusion outstanding at the closing of the Infusion Merger and all agreements relating to that indebtedness. This indebtedness is primarily comprised of a Senior Secured Debenture issued to Vicis Capital Master Fund in the principal amount of $11,000,000, bearing interest at a rate of 6% until June 30, 2014, 9% from July 1, 2014 until June 30, 2015, and 12% from July 1, 2015 until the maturity date of June 30, 2016 (the Senior Secured Debenture). The Senior Secured Debenture is collateralized by all assets of the Company and guaranteed by each other Credit Party (as defined below), which guaranty will be collateralized by substantially all of the assets of those other Credit Parties. The Senior Secured Debenture is subject to customary covenants and events of default.
Pursuant to the terms of the Infusion Merger Agreement, IBI may require the Company to file a registration statement registering the resale of the shares of the Companys common stock issued to IBI pursuant to the Infusion Merger. The Company has also agreed, at its cost and subject to certain limitations, to maintain the same level of director indemnification and insurance coverage as those in place for Infusion and IBI immediately prior to the Infusion Merger.
F-32
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Infusion Merger transaction will be treated as a reverse merger under the acquisition method of accounting in accordance with the provisions of Financial Accounting Standards Board, Accounting Standards Codification (FASB ASC) 805, whereby Infusion will be the accounting acquirer (legal acquiree) and the Company (As Seen On TV, Inc.) will be treated as the accounting acquiree (legal acquirer). Accordingly, effective with the merger closing, the historical financial records of the Company will be those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree.
Note Purchase Agreement
Pursuant to a Senior Note Purchase Agreement dated as of April 3, 2014, by and among the Company, Infusion, eDiets.com, Inc., Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC (collectively, the Credit Parties), and MIG7 Infusion, LLC (MIG7), the Credit Parties sold to MIG7 a senior secured note having a principal amount of $10,180,000
bearing interest at 14% and having a maturity date of April 3, 2015 (the MIG7 Note). The MIG7 Note is subject to automatic extension for an additional 180-day period in the event that the Credit Parties have requested such extension in writing at least 60 days prior to the original maturity date, no event of default under the Senior Note Purchase Agreement is then in existence, and the Companys consolidated revenues, as determined in accordance with generally accepted accounting principles, and EBITDA for the 12 months immediately preceding the request equal or exceed $39,000,000 and $6,000,000, respectively. During such extension the MIG7 Note would bear interest at a rate of 15.5%. Funding of the amounts borrowed under the MIG7 Note was made in two tranches, with the first funding of $7,400,000 occurring on April 3, 2014, and the second funding, which resulted in funding of an aggregate gross amount of $10,180,000 under the Senior Note Purchase Agreement, occurring on May 1, 2014.
Under the Senior Note Purchase Agreement, MIG7 is entitled to two board observer seats on each Credit Partys board of directors, and, upon the written request of MIG7, to the nomination of two individuals selected by MIG7 for election to the board of directors of each Credit Party as full voting members of such boards.
Under the Senior Note Purchase Agreement, the Company also issued a warrant to purchase 4.99% of the common stock of the Company on a fully diluted basis, on the date of exercise, to MIG7 Warrant, LLC, an affiliate of MIG7, at any time on or before the maturity date of the Note at an exercise price of $0.0001 per share. The warrant expires on April 3, 2015, unless extended an additional six months if the MIG7 Note is extended.
The Senior Note Purchase Agreement contains a number of covenants restricting, among other things, dividends, liens, redemptions of securities, debt, mergers and acquisitions, asset sales, transactions with affiliates, capital expenditures, and prepayments and modifications of subordinated debt instruments. The Senior Note Purchase Agreement contains customary events of default as well as events of default for failing to achieve certain targets for consolidated revenues and consolidated EBITDA for the 2014 and 2015 calendar years. Among other remedies, upon an event of default, MIG7 would be entitled to sweep and retain 65% of all cash deposited in the operating account of the Company until all obligations owing to MIG7 are paid in full.
The obligations of the Credit Parties under the Note are collateralized by substantially all of their respective assets under a Security Agreement between the Credit Parties and MIG7 and the Company has agreed to pledge the stock of all other Credit Parties that are corporations under a Pledge Agreement.
In connection with the Senior Note Purchase Agreement and the transactions contemplated thereby, the Credit Parties, MIG7, and Vicis Capital Master Fund entered into an intercreditor agreement pursuant to which MIG7, and Vicis Capital Master Fund agreed among other matters to share priority under and allocation of amounts owing to each of them under the Senior Secured Debenture held by Vicis Capital Master Fund and under the MIG7 Note.
Mr. Stastney is a member in and chief operating officer of Vicis Capital, LLC, the investment advisor to Vicis Capital Master Fund. Vicis Capital Master Fund is the holder of the Senior Secured Debenture.
Each of Ms. Mather and Messrs. DeCecco, and Stastney is party to an employment agreement with IBI, each of which was assigned to Infusion in connection with the Infusion Merger.
F-33
AS SEEN ON TV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Matters
On April 2, 2014, concurrent with the execution of the Infusion Merger Agreement, Mr. Kevin Harrington resigned his position as chairman and member of our board of directors. On June 5, 2014, Mr. Harrington entered into an agreement terminating his Services Agreement dated October 28, 2011, receiving approximately $53,000 in full and complete settlement of all amounts due under his Services Agreement.
Subsequent to the period covered by this report, on or about June 13, 2014, the Company became aware of a former director of the Company filing a complaint in the U.S. District Court in the Eastern District of Pennsylvania, styled Michael Cimino v. As Seen On TV, Inc., Steven A. Rogai and Ronald C. Pruett, Jr., Case No. 2:14-cv-03461-GAM, alleging that the Company breached certain settlement and equity compensation matters relating to the directors resignation from the Company in 2011. The complaint also names the Companys former chief executive officers as defendants. The plaintiff is seeking approximately $3.5 million in damages, pre and post judgment interest, attorneys fees, together with an unspecified amount of punitive damages. The Company, based on its preliminary review, believes that the claims are without merit. In addition, as the Company has not yet been served in this matter, it has not determined the potential liability associated with the claims, if any. In the event the plaintiff takes any further steps to prosecute the lawsuit, the Company intends to retain counsel and vigorously defend the action.
F-34
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
10.46
|
|
Lease Agreement, as amended on August 23, 2013
|
21.1
|
|
List of subsidiaries of the Company
|
23.1
|
|
Consent of EisnerAmper LLP
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 1350
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 1350
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|