Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'FAB Universal Corp. | ' |
Entity Central Index Key | '0001074909 | ' |
Amendment Flag | 'true | ' |
Amendment Description | ' | ' |
This Amendment No. 1 (this "Amendment") on Form 10-Q/A, which amends and restates items identified below with respect to the Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2013 filed by FAB Universal Corp. Limited (the "Company") with the Securities and Exchange Commission (the "SEC") on November 14, 2013 (the "Original Form 10-Q"), is being filed to reflect revisions to Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. | ||
For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Original Form 10-Q that was affected by the restatement has been amended and restated in its entirety. No material changes have been made in this Form 10-Q/A to update other disclosures presented in the Original Form 10-Q, except as required to reflect the effects of the restatement. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures, including the exhibits to the Original Form 10-Q affected by subsequent events. The following sections of this Form 10-Q/A have been amended to reflect the restatement: | ||
· Part I-Item 1-Consolidated Financial Statements, and | ||
· Part I-Item 2-Management's Discussion and Analysis or Plan of Operation | ||
· Part I-Item 4-Controls and Procedures | ||
This Form 10-Q/A is dated as of a current date and includes as exhibits 31.1, 31.2, and 32 new certifications by the Company's Chief Executive Officer and Chief Financial Officer as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q. | ||
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 20,805,860 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $59,444,652 | $19,671,937 |
Accounts receivable, net | 10,264,310 | 6,927,045 |
Advances to suppliers, net | 81,500 | 154,770 |
Inventory | 6,552,797 | 5,207,008 |
Deferred tax assets, current | 2,537,494 | 1,771,799 |
Other current assets | 713,113 | 979,021 |
Total current assets | 79,593,866 | 34,711,580 |
Property and equipment, net | 16,482,771 | 16,720,637 |
Goodwill | 61,538,155 | 60,652,957 |
Intangible assets, net | 24,730,658 | 27,875,748 |
Deferred tax assets, non-current | 5,237,776 | 3,346,166 |
Long-term deposits | 39,476,943 | 24,488,131 |
Total assets | 227,060,169 | 167,795,219 |
CURRENT LIABILITIES: | ' | ' |
Short-term bank loans | 1,797,849 | 2,072,619 |
Accounts payable | 7,451,436 | 6,471,270 |
Accrued expenses | 3,710,012 | 3,077,785 |
Deferred revenue, current | 13,094,805 | 8,250,402 |
Taxes payable | 2,804,354 | 1,603,821 |
Due to related parties | 122,184 | 41,341 |
Other payable | 1,956,728 | 1,910,378 |
Total current liabilities | 30,937,368 | 23,427,616 |
Long-term deposits from customers | 2,359,053 | 2,474,604 |
Deferred revenue, non-current | 24,978,957 | 7,923,450 |
Long-term bond payable | 16,336,933 | ' |
Long-term payables | ' | 39,204 |
Total liabilities | 74,612,311 | 33,864,874 |
COMMITEMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock | ' | ' |
Common stock | 20,806 | 20,469 |
Additional paid-in capital | 207,716,509 | 206,786,139 |
Accumulated other comprehensive income | 3,766,299 | 1,384,365 |
Accumulated deficit | -59,055,756 | -74,260,628 |
Total stockholders' equity | 152,447,858 | 133,930,345 |
Total liabilities and stockholders' equity | $227,060,169 | $167,795,219 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Allowance for doubtful accounts | $14,000 | $14,000 |
Preferred Stock, par value per share | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 290 | 290 |
Preferred Stock, shares outstanding | 290 | 290 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 20,805,860 | 20,468,860 |
Common stock, shares outstanding | 20,805,860 | 20,468,860 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Abstract] | ' | ' | ' | ' |
Revenue | $29,751,523 | $1,745,015 | $78,245,155 | $3,462,498 |
Cost of Revenue | 15,661,462 | 784,226 | 44,285,593 | 1,446,422 |
Gross Profit | 14,090,061 | 960,789 | 33,959,562 | 2,016,076 |
OPERATING EXPENSES | ' | ' | ' | ' |
Selling expenses | 1,392,280 | 84,507 | 3,368,451 | 181,106 |
General and administrative | 3,032,927 | 4,095,442 | 8,150,717 | 5,582,699 |
Consulting fees | 378,578 | 1,491,591 | 1,309,170 | 2,452,027 |
Research and development | 83,388 | 73,337 | 223,927 | 209,086 |
Total Expenses | 4,887,173 | 5,744,877 | 13,052,265 | 8,424,918 |
Income (loss) from continuing operations | 9,202,888 | -4,784,088 | 20,907,297 | -6,408,842 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' |
Gain on disposal of assets | ' | ' | ' | 6,000 |
Interest income | 40,941 | 132 | 77,961 | 217 |
Interest (expense) | -515,291 | -160 | 881,556 | -160 |
Other income (expense) | -48,255 | -876 | -132,599 | -1,779 |
Total Other Income (Expense) | -522,605 | -904 | -936,194 | 4,278 |
Income (loss) from continuing operations before income taxes | 8,680,283 | -4,784,992 | 19,971,103 | -6,404,564 |
Income tax expense | 1,864,547 | 52,352 | 4,766,231 | 52,352 |
Net income (loss) from continuing operations | 6,815,736 | -4,837,344 | 15,204,872 | -6,456,916 |
Net income from discontinued operations, net of tax | ' | -113,929 | ' | 178,276 |
Net income (loss) | 6,815,736 | -4,951,273 | 15,204,872 | -6,278,640 |
Other comprehensive income | ' | ' | ' | ' |
Foreign Currency translation gain | 348,923 | 337,560 | 2,381,934 | 337,560 |
COMPREHENSIVE INCOME (LOSS) | $7,164,659 | ($4,613,713) | $17,586,806 | ($5,941,080) |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $0.33 | ($0.50) | $0.73 | ($0.73) |
BASIC AND DILUTED INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS | $0 | ($0.01) | $0 | $0.02 |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | $0.33 | ($0.51) | $0.73 | ($0.71) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 20,805,860 | 9,724,735 | 20,741,007 | 8,861,498 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) from continuing operations | $15,204,872 | ($6,456,916) |
Net income from discontinued operations | ' | 178,276 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Stock issued to employees and consultants | 329,600 | 5,312,783 |
Non-cash compensation - options vested | 236,827 | 5,086 |
Gain on disposal of equipment | ' | -6,000 |
Deferred tax benefit | -2,545,302 | ' |
Depreciation and amortization expense | 5,066,622 | 83,038 |
Change in assets and liabilities: | ' | ' |
Accounts receivable | -3,191,914 | 242,969 |
Advances to suppliers | -81,500 | ' |
Prepaid expenses | 285,139 | -2,895 |
Inventory | -1,242,351 | 210,068 |
Accounts payable | 867,169 | -605,634 |
Accrued expense | 960,545 | -146,527 |
Taxes payable | 1,162,586 | 132,814 |
Deferred revenue | 21,524,261 | 53,717 |
Net Cash Provided by (Used in) Continuing Operations | 38,576,554 | -999,221 |
Net Cash Used in Discontinued Operations | ' | 100,071 |
Net Cash Provided by (Used in) Operating Activities | 38,576,554 | -899,150 |
Cash Flows from Investing Activities: | ' | ' |
Cash acquired from Acquisition of DEI | ' | 13,413,658 |
Purchases of property and equipment | -423,974 | -10,483 |
Purchases of copyrights | -492,787 | ' |
Cash of discontinued operations | ' | -405,700 |
Proceeds from sale of equipment | ' | 6,000 |
Payment of long-term deposits | -14,279,029 | ' |
Net Cash (Used in) Provided by Investing Activities | -15,195,790 | 13,003,475 |
Cash Flows from Financing Activities: | ' | ' |
Issuance of common Stock | ' | 1,108,923 |
Proceeds from notes payable | 1,621,044 | ' |
Proceeds from long-term bond offering | 16,336,933 | ' |
Proceeds from related party | 80,137 | ' |
Payments of notes payable | -2,122,915 | ' |
Net Cash (Used in) Provided by Financing Activities | 15,915,199 | 1,108,923 |
Effect of Exchange Rate Fluctuation on Cash | 476,752 | 40,331 |
Net Increase in Cash | 39,772,715 | 13,253,579 |
Cash at Beginning of Period | 19,671,937 | 1,442,465 |
Cash at End of Period | 59,444,652 | 14,696,044 |
Supplemental Disclosures of Cash Flow Information | ' | ' |
Interest | 137,774 | 156 |
Income taxes | 6,477,260 | ' |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' | ' |
Value of stock issued upon exercise of options for services | ' | 4,159,800 |
Cashless exercise of warrants | ' | 67,086 |
Expenditures paid with issuance of stock | $329,600 | $953,504 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
ORGANIZATION AND BASIS OF PRESENTATION [Abstract] | ' |
ORGANIZATION AND BASIS OF PRESENTATION | ' |
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | |
FAB Universal Corp. ("Parent", "Company"), a Colorado corporation was organized on July 1, 1998. The Company operates in three segments, Wholesale, Retail and Digital Media Services. The Wholesale segment engages primarily in the sale of audio-visual products as well as books and magazines to retail businesses. The Retail segment conducts its business through our retail stores, selling copyright protected audio and video products, including CDs, VCDs, DVDs, books, magazines and portable electronic devices. The Digital Media Services segment licenses its multi-year programs for our FAB brand and business model. It also includes the revenue share for advertising on kiosks, and includes the services provided by our podcast hosting, content management tools and advertising services. (See Note 2) On February 27, 2007, the Company organized Wizzard Acquisition Corp., a Pennsylvania corporation, to acquire and dissolve into the operations of Webmayhem, Inc. ("Libsyn", "Libsyn Media"), a Pennsylvania corporation, in a transaction accounted for as a purchase. Libsyn is a wholly owned subsidiary of the Company. | |
On September 26, 2012, (the "Closing") Parent purchased all of the issued and outstanding shares of Digital Entertainment International Ltd. ("DEI"), a company incorporated under the law of the Hong Kong Special Administrative Region, in a transaction accounted for as a purchase. The accompanying consolidated financial statements include the financial statements of DEI; its wholly owned subsidiary, Beijing Dingtai Guanqun Culture Co., Ltd. ("DGC"); Beijing FAB Culture Media Co., Ltd. ("FAB Media"), which is a variable interest entity ("VIE"), and Beijing FAB Digital Entertainment Products Co., Ltd. ("FAB Digital"), a wholly owned subsidiary of FAB Media. | |
DEI is a holding company and conducts its business through its wholly owned subsidiary, DGC, which is a wholly foreign-owned enterprise ("WFOE") with limited liability incorporated in the PRC in March 2011. DGC has entered into a series of contractual agreements with the owners of FAB Media. | |
DEI, through its wholly owned subsidiary and its VIE, is engaged in marketing and distributing various officially licensed digital entertainment products under the "FAB" brand throughout the PRC, including but not limited to audiovisual products such as digital music files, Compact Discs, Video Compact Discs and Digital Video Disks as well as books, magazines, mobile phone accessories and cameras. DEI's products and services are primarily distributed through its flagship stores, wholesale services, proprietary "FAB" kiosks, and online virtual stores. FAB-branded kiosks, located in high-traffic areas of office buildings, shopping malls, retail stores and airports, are self-service terminals that provide a range of entertainment and consumer applications. | |
FAB Media was incorporated as a private enterprise in the PRC and is primarily engaged in operating and providing proprietary multimedia kiosk technology for music downloads, information exchange and advertising. | |
FAB Digital is a wholly owned subsidiary of FAB Media and specializes in the distribution of entertainment and audio visual products through its two flagship stores in Beijing as well as its online stores. Beijing Jinglvtong Travel and Science Technology Co., Ltd., which is fully owned by FAB Digital, changed to Beijing FAB Huzhong Times Technology Co., Ltd. ("BFHTT") in May 2013. | |
In June 2012, a series of contractual arrangements were entered into between DGC, FAB Media and the individual shareholders of FAB Media. Such arrangements include an Exclusive Service Agreement; an Equity Pledge Agreement; a Call Option Agreement; and a Shareholders' Voting Right Proxy Agreement. | |
Pursuant to these agreements, DGC has the exclusive right to provide to FAB Media consulting services related to business operation and management. The key terms of these agreements include: | |
1) | |
DGC has the sole discretion to make all operating and business decisions for FAB Media on behalf of the equity owners, including business operations, policies and management, approving all matters requiring shareholder approval; | |
2) | |
FAB Media has agreed to pay all of the operating costs incurred by DGC, and transfers 100% of the income earned to DGC; DGC also has the right to determine the amount of the fees it will receive; | |
3) | |
During the term of these agreements, DGC will retain the rights to the intellectual properties if they are created by DGC; | |
4) | |
FAB Media may not enter into any other agreements with any third party to receive consulting service without the prior consent of DGC; | |
5) | |
The equity owners pledge their respective equity interests in the FAB Media as a guarantee for the payment of technical and consulting services fees under the Exclusive Service Agreement; | |
6) | |
The shareholders of FAB Media have irrecoverably and unconditionally granted DGC or its designee an exclusive option to purchase, to the extent permitted by PRC laws, all or any portion of equity interest of the FAB Media. | |
All of the contractual agreements obligate DGC to absorb a majority of the risk of loss from FAB Media's activities and entitle DGC to receive a majority of its residual returns. In essence, DGC has gained effective control over FAB Media. Based on these contractual arrangements, the Company believes that FAB Media should be considered a variable interest entity under the Statement of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, "Consolidation". Accordingly, the accounts of this entity are consolidated with those of DGC, the primary beneficiary. | |
DEI is effectively controlled by the majority shareholders of FAB Media. DEI has 100% equity interest in DGC. Accordingly, DGC, and FAB Media are effectively controlled by the same majority shareholders. | |
Therefore, DGC and FAB Media are considered under common control. The consolidation of DGC and FAB Media into DEI has been accounted for at historical cost and prepared on the basis as if the aforementioned exclusive contractual agreements between DGC and FAB Media had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation and consolidation - The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules of the Securities and Exchange Commission relating to interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles ("US GAAP") for complete financial statements. In the opinion of the management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2012 included in the Company's annual report on Form 10-K filed on March 15, 2013 and DEI's audited consolidated financial statements included in Form 8-K filed on September 28, 2012. | |
Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining the reserve for accounts receivable, obsolete inventory, the realization of deferred tax assets and in determining the impairment of finite life intangible assets and goodwill and accruals for income tax uncertainties and other contingencies when applicable. Actual results could differ from those estimated by management. | |
Reclassification - The financial statements for the period ended September 30, 2012 have been reclassified to conform to the headings and classifications used in the September 30, 2013 financial statements. | |
Stock Split - On February 23, 2012, the Company effected a 1 for 12 reverse stock-split. All references to stock issuances and per share data have been retroactively adjusted to reflect this stock-split. | |
Inventory - Inventory includes books and video products and is recorded at the lower of cost or market, using the first-in, first-out ("FIFO") method. The Company estimates net realizable value based on current market value and inventory aging analyses. As of September 30, 2013 no reserve for slow-moving or obsolete inventory was considered necessary. | |
Revenue Recognition - Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with FASB ASC Topic 985-605, Software - Revenue Recognition. The Company's revenue recognition policies are also in compliance with the Securities and Exchange Commission Staff Accounting Bulletins Nos. 101 and 104. | |
Digital media publishing services are billed on a month to month basis. The Company recognizes revenue from providing digital media publishing services when the services are provided and when collection is probable. The Company recognizes revenue from the insertion of advertisements in digital media, as the digital media with the advertisement is downloaded and collection is probable. The Company recognizes revenue from the sale of apps and premium subscriptions when sold and collection is probable. | |
The Company sells packaged and custom software products and related voice recognition product development consulting. Software product revenues are recognized upon shipment of the software product only if no significant Company obligations remain, the fee is fixed or determinable, and collection is received or the resulting receivable is deemed probable. | |
In the PRC, Value Added Tax ("VAT") of 17% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. | |
Functional Currency / Foreign Currency Translation - The functional currency of FAB Universal Corp is the United States Dollar (USD). The functional currency of DEI is the Renminbi ("RMB") and its reporting currency is U.S. dollars for the purpose of these financial statements. The Company's consolidated balance sheet accounts are translated into U.S. dollars at the period-end exchange rates (6.1211 RMB to $1 at September 30, 2013) and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during 2013 (6.1689 RMB to $1) in which these items arise. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders' equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred. | |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
• | |
Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
• | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
• | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, current deferred revenue and notes payable approximates their recorded values due to their short-term maturities. Long-term deposits represent cash and therefore, their carrying value represents fair value. The fair value of the Company's long-term deposits, non-current deferred revenue, long-term bond payable and other liabilities has no material difference with the book values based on the calculated results. | |
Property and Equipment - Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is calculated on the straight-line method over the estimated useful lives of the assets as set out below: | |
Estimated Useful Life | |
Electronic equipment 2-5 years | |
Office furniture and equipment 2-10 years | |
Vehicles 5 years | |
Building 48.5 years | |
Leasehold improvements Shorter of lease terms or estimated useful life | |
Goodwill and other Intangible Assets - The Company accounts for goodwill and other intangible assets in accordance with provisions of FASB -ASC Topic 350, Intangibles--Goodwill and Other. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of Topic 350. Impairment losses arising from this impairment test, if any, are included in operating expenses in the period of impairment. Topic 350 requires that intangible assets with finite lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with Topic 360, criteria for recognition of an impairment of Long-Lived Assets. There was no indication of goodwill or other intangible impairment during the nine months ended September 30, 2013. | |
Income Taxes - The Company is subject to the income tax laws of the U.S. and the PRC. The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The components of deferred tax assets are individually classified as current and non-current based on their characteristics. | |
ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There is no material uncertain tax position as of September 30, 2013 and 2012 (See note 10 - Capital Stock and note 13- Contingencies). | |
Concentrations - For the three months and nine months ended September 30, 2013 and 2012, no individual customer accounted for more than 10% of the total revenues. No single customer accounted for more than 10% of total outstanding accounts receivable as of September 30, 2012. | |
For the three months and nine months ended September 30, 2013 and 2012, no individual vendor accounted for more than 10% of the total purchase. No single vendor accounted for more than 10% of total outstanding accounts payable as of September 30, 2013 and 2012. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||||||||||||
NOTE 3 - GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||
Goodwill consists of: | |||||||||||||||
September 30, | December 31, | ||||||||||||||
2013 | 2012 | ||||||||||||||
Digital Entertainment International - DEI | $ | 50,053,904 | $ | 49,168,706 | |||||||||||
Webmayhem Inc.(Libsyn) | 11,484,251 | 11,484,251 | |||||||||||||
Total Goodwill | $ | 61,538,155 | $ | 60,652,957 | |||||||||||
Other intangible assets - Other intangible assets consist of customer relationships, intellectual property, a trade name, copyrights purchased and three non-compete agreements, which were obtained through the acquisition of DEI. Management considers these intangible assets to have finite-lives except the trade name. These assets are being amortized on a straight-line basis over their estimated useful lives. | |||||||||||||||
On July 15, 2013, the Company purchased program broadcast non-exclusive copyright of $13,874 (RMB 85,000) from Xi'an Jiayunshe Digital Entertainment Distribution Co., LTD. On August 16, 2013, the Company purchased program broadcast non-exclusive copyright for $26,931 (RMB 165,000) from Beijing Universal Audio and Video Club. On August 28, 2013, the Company purchased program broadcast non-exclusive copyright of $48,966 (RMB 300,000) from Beijing Langsi Culture Development Co., LTD. On September 1, 2013, the Company purchased program broadcast non-exclusive copyright of $ 407,896 (RMB 2,500,000) from H.G.C Entertainment Limited. These assets are being amortized on a straight-line basis over their estimated useful lives. | |||||||||||||||
As of September 30, 2013, | |||||||||||||||
Fair Value | Weighted Average | Accumulated | Currency Translation Adjustment | Net Carrying | |||||||||||
Useful Life | Amortization | Amount | |||||||||||||
(in Years) | |||||||||||||||
Customer Relationships | $ | 8,900,000 | 3 | $ 3,054,384 | $231,137 | $ 6,076,753 | |||||||||
Intellectual Property | 4,300,000 | 3 | 1,475,713 | 111,672 | 2,935,959 | ||||||||||
Trade name | 13,876,000 | (a) | (a) | 413,712 | 14,289,712 | ||||||||||
Copyrights | 493,449 | 2 | 25,282 | - | 468,167 | ||||||||||
Non-compete agreements | 1,885,200 | 2 | 970,469 | 45,336 | 960,067 | ||||||||||
Total | $ | 29,454,649 | $ 5,525,848 | $ 801,857 | $ 24,730,658 | ||||||||||
(a) The FAB trade name has been determined to have an indefinite life and is not amortized. | |||||||||||||||
Amortization expense for the three months ended September 30, 2013 and 2012 was $ 1,395,533 and $0, respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was $4,108,444 and $0, respectively. | |||||||||||||||
The estimated future amortization expenses related to other intangible assets exclusive of the trade name as of September 30, 2013 are as follows: | |||||||||||||||
For twelve months ending September 30, | |||||||||||||||
2014 | $ 5,592,796 | ||||||||||||||
2015 | 4,634,281 | ||||||||||||||
2016 | 213,869 | ||||||||||||||
Total | $ 10,440,946 |
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended | |||
Sep. 30, 2013 | ||||
ACCOUNTS RECEIVABLE [Abstract] | ' | |||
ACCOUNTS RECEIVABLE | ' | |||
NOTE 4 - ACCOUNTS RECEIVABLE | ||||
Accounts receivable as of September 30, 2013 and December 31, 2012 consist of the following: | ||||
September 30, | December 31, | |||
2013 | 2012 | |||
Accounts receivable | $10,278,310 | $6,941,045 | ||
Allowance for doubtful accounts | -14,000 | -14,000 | ||
Accounts receivable, net | $10,264,310 | $6,927,045 | ||
Currently, the Company grants credit to customers with a well-established credit history with terms from net 30 days to twelve months while the Company generally requests other customers to pay either in advance or upon delivery. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | |||
Sep. 30, 2013 | ||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||
PROPERTY AND EQUIPMENT | ' | |||
NOTE 5 - PROPERTY AND EQUIPMENT | ||||
Property and equipment and related accumulated depreciation are as follows: | ||||
September 30, | December 31, | |||
2013 | 2012 | |||
Electronic equipment | $ 1,567,644 | $ 1,436,466 | ||
Office furniture and equipment | 61,057 | 54,077 | ||
Vehicles | 368,908 | 57,471 | ||
Building | 13,983,877 | 13,997,618 | ||
Leasehold improvements | 3,672,511 | 3,607,563 | ||
19,653,997 | 19,153,195 | |||
Less: Accumulated depreciation | -3,171,226 | -2,432,558 | ||
Total property and equipment, net | $ 16,482,771 | $ 16,720,637 | ||
Depreciation expense for the three months ended September 30, 2013 and 2012 was $ 316,975 and $12,787, respectively. Depreciation expense for the nine months ended September 30, 2013 and 2012 was $958,179 and $26,530, respectively. |
LONGTERM_DEPOSITS
LONG-TERM DEPOSITS | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
LONG-TERM DEPOSITS [Abstract] | ' | ||||
LONG-TERM DEPOSITS | ' | ||||
NOTE 6 - LONG-TERM DEPOSITS | |||||
Long term deposits consist of following: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Prepayments for setting up flagship stores | $ | 21,238,012 | $ | 20,862,420 | |
Anti-piracy sales guarantee deposits | 4,901,080 | 3,370,083 | |||
Prepayment for real estate purchase | 13,069,546 | - | |||
Rent deposits | 268,305 | 255,628 | |||
Total Long-Term Deposits | $ | 39,476,943 | $ | 24,488,131 | |
Long term deposits include anti-piracy sales guarantee deposits made to product licensors by FAB Media, rent deposits made to landlords, prepayment for real estate purchase and prepaid payment which made to commission agents. The deposits for no-piracy sales guaranties are fully refundable when FAB Media decides to terminate the license agreements with the licensors to sell their products. The rent deposits are also fully refundable at the end of the lease term. The prepaid payments are used for new FAB flagship stores opening in other locations and real estate purchasing. |
SHORTTERM_LOANS
SHORT-TERM LOANS | 9 Months Ended |
Sep. 30, 2013 | |
SHORT-TERM BANK LOANS [Abstract] | ' |
SHORT-TERM BANK LOANS | ' |
NOTE 7 - SHORT-TERM LOANS | |
Short-term bank loans consist of a $1,641,862 loan from Bank of Communications and a $155,987 loan from Prime Rate Premium Finance Corp as of September 30, 2013. | |
Short-term bank loans are primarily used for working capital needs. | |
On March 31, 2013, FAB Digital entered into a loan agreement with Bank of Communications ("BCM") for a one-year term loan due March 28, 2014 in the amount of RMB 10,000,000 (approximately $1.6 million). The interest rate of the loan is approximately 7.8%, which is a variable interest rate based on the one year benchmark rate of the similar loans plus 30 basis points. The loan is collateralized by copyrights of FAB Digital. | |
On September 23, 2012, FAB Digital entered into a loan agreement with Bank of Communications ("CM") for a one-year term loan due October 10, 2013 in the amount of RMB 50,000 (approximately $0.008 million). The interest rate of the loan is approximately 6.00%, which is a variable interest rate, based on the one year benchmark rates of similar loans published by the People's Bank of China. | |
On April 25, 2012, FAB Digital entered into a loan agreement with China Merchants Bank ("CMB") for a short term loan due April 25, 2013 in the amount of RMB 10,000,000 (Approximately $1.6 million). The loan has a variable interest rate based on the one year benchmark rates of similar loans published by the People's Bank of China plus 35 basis points, adjustable on a monthly basis. In connection with the loan agreement, the Company's Chairman, and major shareholder, entered into a pledge agreement with Beijing Lianhekaiyuan Investment and Guarantee Co. LTD ("LIGC"), the loan was guaranteed and collateralized by the software copyrights owned by the chairman and major shareholder. The loan was fully repaid on May 31, 2013. | |
On October 1, 2012, FAB Universal entered into a financing agreement with Prime Rate Premium Finance Corp for an 18 month loan due January 1, 2014 in the amount of $573,750. The loan has a 4.25% interest rate and the loan will be repaid over 15 equal monthly installments of $39,343. |
LONG_TERM_BOND_PAYABLE
LONG TERM BOND PAYABLE | 9 Months Ended |
Sep. 30, 2013 | |
LONG TERM BOND PAYABLE [Abstract] | ' |
LONG TERM BOND PAYABLE | ' |
NOTE 8 - LONG TERM BOND PAYABLE | |
On April 25, 2013, FAB Digital received the proceeds from a bond offering in the amount of RMB 97,000,000 (Approximately $15.8 million), net of the underwriter's fee of RMB 3,000,000. The bond matures in three years and bears simple interest at the rate of 11% per annum with an option to adjust the interest rate at the end of the second year. The bonds are puttable by the holders at the end of the second year. The bonds are secured by a pledge of shares in a company that does business with the Company, a certain real estate asset owned by a third party and are guaranteed by the Company's Chairman. Interest is paid annually on the anniversary of the bond. The bond is due in full upon maturity on April 25, 2016. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
INCOME TAXES [Abstract] | ' | ||||
INCOME TAXES | ' | ||||
NOTE 9 - INCOME TAXES | |||||
The Company is subject to income taxes on an entity basis on income arising in or derived from U.S. as well as the People's Republic of China ("PRC") in which each entity is domiciled. DEI was incorporated in Hong Kong in November 2010, and has not earned any income that was derived in Hong Kong since inception and therefore was not subject to Hong Kong income tax. | |||||
Certain subsidiaries of the Company were organized under the laws of the PRC which are subject to Enterprise Income Tax ("EIT") on the taxable income as reported in their respective statutory financial statements adjusted in accordance with the Enterprise Income Tax Law. Pursuant to the PRC Income Tax Laws, DGC, FAB Digital and BFHTT are subject to EIT at a statutory rate of 25%. FAB Media was qualified as a High and New Technology Enterprise in the Beijing High-Tech Zone on December 24, 2010, and is entitled to a preferential tax rate of 15% through December 2013. After December 2013, the tax rate will become 25% if FAB Media does not qualify as a High and New Technology Enterprise. | |||||
DEI files income tax returns with both the National Tax Bureau and the Local Tax Bureaus in the PRC. All tax returns of DEI since inception are subject to tax examination by tax authorities. | |||||
DEI recorded deferred tax assets which represent temporary differences arising primarily from deferred revenue and the allowance for doubtful accounts. Deferred tax assets are as follows: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Current deferred tax assets | |||||
Deferred revenue | $ | 2,537,494 | $ | 1,771,799 | |
Valuation allowance | - | - | |||
Net current deferred tax assets | $ | 2,537,494 | $ | 1,771,799 | |
Non-current deferred assets | |||||
Deferred revenue | $ | 5,237,776 | $ | 3,346,166 | |
Valuation allowance | - | - | |||
Net non-current deferred tax assets | 5,237,776 | 3,346,166 | |||
$ | 7,775,270 | $ | 5,117,965 | ||
FAB Universal is incorporated in the U.S. and incurred a net operating loss for income tax purposes. As of September 30, 2013, the estimated net operating loss carryforwards for U.S. income tax purposes amounted to $52,086,000 which may be available to reduce future years' taxable income. These carryforwards will expire, if not utilized by 2033. Management believes that the realization of the benefits arising from this loss appears to be uncertain due to the Company's continuing losses for U.S. income tax purposes. Accordingly, the Company has provided a 100% valuation allowance at September 30, 2013. The net change in the valuation allowance for the nine months ended September 30, 2013 and 2012 was an increase of approximately $86,000 and $2,537,000, respectively. Management reviews this valuation allowance periodically and makes adjustments as necessary. |
CAPITAL_STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2013 | |
CAPITAL STOCK [Abstract] | ' |
CAPITAL STOCK | ' |
NOTE 10 - CAPITAL STOCK | |
Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $.001 par value. As of September 30, 2013, the Company had 290 Series B Preferred shares issued and outstanding. | |
On September 26, 2012, at the Closing of the DEI acquisition, the Company issued, as additional consideration 290 "unregistered" and "restricted" shares of its Series B Convertible Preferred Stock. | |
The Preferred Stock has no dividend rights or voting rights or the right to receive any assets of the Company upon liquidation, dissolution or winding up. The Preferred Stock will be convertible into shares of the Company's common stock in three tranches upon the occurrence of certain conversion events (see note 13 - Contingencies). | |
Upon the occurrence of each conversion event, the three tranches of Preferred Stock will be convertible into a number of shares of common stock that will bring the overall equity position in the Company of the holders of the Initial Company Shares (the shares issued at the closing of the Share Exchange Agreement on September 26, 2012), the Preferred Stock and the common stock issuable upon conversion of the Preferred Stock, on a fully diluted basis as of the date of Closing, to 70%, 74% and 78%, respectively. Based on a total of 10,702,309 fully-diluted outstanding common shares as of the Closing date, 14,689,444 common shares will be issuable upon conversion of the first tranche of Preferred Stock; 5,488,364 common shares upon conversion of the second tranche; and 7,484,132 common shares upon conversion of the third tranche. | |
1 for 12 Reverse Stock Split - On February 8, 2012, the Company shareholders approved a 1 for 12 reverse stock-split for shareholders of record on February 23, 2012. All share and per share amounts in the accompanying consolidated financial statements have been restated to reflect the split. The Company issued 2,739 common shares for the fractional shares resulting from the split. | |
Common Stock - The Company has authorized 200,000,000 shares of common stock, $.001 par value. As of September 30, 2013, the Company had 20,805,860 common shares issued and outstanding. | |
On May 24, 2013, the Company issued 80,000 common shares valued at $164,800 to consultants for services rendered. | |
On January 25, 2013, the Company issued 257,000 common shares valued at $529,080 to consultants for services rendered. | |
On February 24, 2012, the Company issued 37,500 common shares upon the exercise of options valued at $63,000 to consultants and employees for services rendered. | |
On March 21, 2012, the Company issued 28,334 common shares upon the exercise of options valued at $47,601 to consultants and employees for services rendered. | |
On March 21, 2012, the Company issued 429,169 common shares valued at $721,004 to consultants and employees for services rendered. | |
On May 29, 2012, the Company issued 70,553 common shares valued at $118,529 to management for services rendered. | |
On June 4, 2012, the Company issued 37,254 common shares valued at $76,371 to management for services rendered. | |
On August 2, 2012, the Company issued 15,784 common shares upon the cashless exercise of warrants valued at $67,086. | |
On August 14, 2012, the Company entered into a Warrant Amendment Agreement with holders of its Common Stock Purchase Warrants. Under the terms of the Agreement, the parties agreed to reduce the exercise price of the Warrants from $5.16 per share to $3.25. The Warrant Holders exercised 341,207 warrants for 341,207 shares of the Company's Common Stock. The Company received proceeds of $1,108,923, and recorded $117,659 of non-cash expense for the re-pricing of the warrants. | |
On August 27, 2012, the Company issued 925,177 common shares upon the exercise of options valued at $3,201,112 to consultants, employees, management and board members. | |
On August 29, 2012, the Company issued 50,000 common shares valued at $118,529 to consultant for services rendered. | |
On September 26, 2012, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of DEI, a company incorporated under the law of the Hong Kong Special Administrative Region in exchange for the issuance of a total of 10,282,611 "unregistered" and "restricted" shares of the Company's common stock, representing 49% of the Company's issued and outstanding common shares, on a fully-diluted basis, immediately after the closing. (see note 13 - Contingencies) | |
On September 28, 2012, the Company issued 123,000 common shares upon the exercise of options valued at $632,220 to consultants for services. | |
Effective October 1, 2012, FAB Universal Corp spun-off FHA, a wholly owned. Each shareholder of FAB Universal received one share of common stock of FHA for each share of FU held as of the record date of September 5, 2012. FHA is traded on the OTCBB under the ticker symbol "FUTU". |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended | |||
Sep. 30, 2013 | ||||
STOCK OPTIONS AND WARRANTS [Abstract] | ' | |||
STOCK OPTIONS AND WARRANTS | ' | |||
NOTE 11 - STOCK OPTIONS AND WARRANTS | ||||
At September 30, 2013, the Company had 99,060 warrants outstanding to purchase common stock of the Company at $5.16 per share held by Iroquois Master Fund Ltd. | ||||
Under the terms of the warrant held by Iroquois Master Fund Ltd., if it is deemed that another person acquires more than 50% of the outstanding shares of Common Stock of the Company, a Fundamental Transaction, the holder of the warrant is entitled to receive the shares of stock originally represented by the warrant upon subsequent exercise of the warrant and any additional consideration, the "Alternate Consideration". | ||||
Alternatively, at the Holder's option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, the Company may purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. | ||||
The Company has multiple Stock Options plans. Under the plans, the Board is empowered to grant stock options to employees, officers and directors of the Company. The following table shows the total number of shares of common stock available under each plan, the number of options exercised during 2013 and the options that remain available under each plan. | ||||
Plan | Total | Options Exercised | Remaining | |
Name | Available | During 2013 | Available | |
2013 Plan | 3,000,000 | 0 | 3,000,000 | |
2012 Plan | 3,000,000 | 0 | 1,788,667 | |
2010 Plan | 166,667 | 0 | 0 | |
2009 Plan | 166,667 | 0 | 0 | |
2008 Plan | 16,667 | 0 | 28 | |
2008 Key Employee Plan | 33,334 | 0 | 260 | |
2007 Plan | 16,667 | 0 | 12 | |
2007 Key Employee Plan | 16,667 | 0 | 0 | |
2006 Key Employee Plan | 11,459 | 0 | 0 | |
Total | 6,428,128 | 0 | 4,788,967 | |
There were 250,000 options granted during the first nine months of 2013. The options granted during 2012 were immediately vested and exercised. Therefore, their fair value was the same as the market price of the stock issued when exercised. | ||||
The Company had no non-vested options at the beginning of the year. At September 30, 2013 the Company had 250,000 options granted that remain unexercised. | ||||
During the three months ended September 30, 2013 and 2012, the Company recorded $186,969 and $0 of non-cash compensation expense related to the vested stock options issued to directors and employees. For the three months September 30, 2013 and 2012, the Company recorded non-cash compensation cost of $0 and $3,854,299 for vested and exercised options issued to management, board members, employees and consultants. | ||||
During the nine months ended September 30, 2013 and 2012, the Company recorded $236,827 and $5,086 of non-cash compensation expense related to the vested stock options issued to directors and employees. For the nine months September 30, 2013 and 2012, the Company recorded non-cash compensation cost of $0 and $4,159,800 for vested and exercised options issued to management, board members, employees and consultants. |
INCOME_PER_COMMON_SHARE
INCOME PER COMMON SHARE | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INCOME PER COMMON SHARE [Abstract] | ' | ||||||||
INCOME PER COMMON SHARE | ' | ||||||||
NOTE 12 - INCOME PER COMMON SHARE | |||||||||
The following data show the amounts used in computing income (loss) per share and the weighted average number of shares of common stock outstanding for the periods presented: | |||||||||
For the Three Months | For the Nine Months | ||||||||
Ended September 30, | Ended September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Restated | Restated | ||||||||
Net income (loss) from continuing operations | $ | 6,815,736 | $ | -4,837,344 | $ | 15,204,872 | $ | -6,456,916 | |
Net income (loss) from discontinued operations | - | -113,929 | - | 178,276 | |||||
Net income (loss) available to common shareholders (numerator) | $ | 6,815,736 | $ | -4,951,273 | $ | 15,204,872 | $ | -6,278,640 | |
Weighted average number of common shares outstanding during the period used in basic and diluted loss per share (denominator) | 20,805,860 | 9,724,735 | 20,741,007 | 8,861,498 | |||||
At September 30, 2013, the Company had 99,060 warrants outstanding to purchase common stock of the Company at $5.16 per share and the Company has 250,000 options outstanding to purchase common stock of the Company at $3.52 per share, which were not included in diluted earnings per share computation as they were anti-dilutive. | |||||||||
At September 30, 2012, the Company had 99,060 warrants outstanding to purchase common stock of the Company at $5.16 per share, which were not included in the loss per share computation because their effect would be anti-dilutive. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | ||
Sep. 30, 2013 | |||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||
COMMITMENTS AND CONTINGENCIES | ' | ||
NOTE 13 - COMMITMENTS AND CONTINGENCIES | |||
Contingent Consideration for the Acquisition of DEI The Company's Board of Directors have the right to vote all of the Initial Company Shares until the following milestones are achieved for a | |||
(i) As DEI and the VIE Entity successfully completed all of the Corporate Governance Objectives for two (2) consecutive and complete reporting quarters after the Closing, the Company's Board of Directors released the voting rights to 50% of the Initial Company Shares or 5,139,911 shares held by the designees. The Board of directors maintain the voting rights to the remaining 50% of the Initial Company Shares, or 5,142,700 shares; | |||
(ii) upon successful completion of all of the Corporate Governance Objectives for six (6) consecutive and complete reporting quarters after the Closing, the Company's Board of Directors will release the voting rights to another 25% of the Initial Company Shares and | |||
(iii) upon the successful completion of all of the Corporate Governance Objectives for eight (8) consecutive and complete reporting quarters after the Closing, the Company's Board of Directors will release the voting rights to the remaining Initial Company Shares. | |||
Fifty percent of the Initial Company Shares (the "Lock-up Shares") are also subject to the terms of a Lock-up Agreement by which UEG's designees have agreed not to transfer, sell, hypothecate or gift such Lock-up Shares for a period of 12 months following the Closing date. | |||
In addition, during the first 24 months after the Closing, DEI and each of its permitted transferees or designees will have piggyback registration rights with respect to all Initial Company Shares that are not then subject to the restrictions of the Lock-up Agreement or the Voting Agreement, and all Company shares that have been issued upon conversion of Preferred Stock to cause such shares to be included in (i) any registration statement that the Company files with the Securities and Exchange Commission to register under the Securities Act of 1933, as amended, common shares held by any person who was a stockholder of the Company at the time of Closing (or any transferee thereof); or (ii) any other registration statement filed by the Company so long as a majority of the Company's Board of Directors has made a good faith determination that such piggyback registration will not significantly prejudice the Company's ability to raise capital. | |||
Contingencies: | |||
As additional consideration for the acquisition, the Company issued 290 share of Series B Convertible Preferred Stock. The Company further agreed to convert these shares of Preferred Stock into additional shares of common stock upon DEI achieving Corporate Government Objective and attaining certain financial results. | |||
The Preferred Stock is convertible into shares of the Company's common stock in three (3) tranches upon the occurrence of the following conversion events: | |||
(i) upon the successful completion of certain Corporate Governance Objectives for the four (4) consecutive and complete reporting quarters of the Company immediately following the Closing, the designees shall have the right to convert the first tranche of 210 shares of Preferred Stock into shares of the Company's common stock; | |||
(ii) upon the successful completion of: (a) all of the Corporate Governance Objectives for the four (4) consecutive and complete reporting quarters of the Company immediately following the Closing; and (b) a Revenue Objective requiring DEI to attain sales revenues of at least US$60,000,000 and net income of US$12,000,000 for fiscal year 2011, UEG's designees shall have the right to convert the second tranche of 40 shares of Preferred Stock into shares of the Company's common stock. These sales revenue and net income objectives were attained for fiscal year 2011. | |||
(iii) upon the successful completion of (a) all of the Corporate Governance Objectives for the six (6) consecutive and complete reporting quarters of the Company immediately following the Closing; and (b) a Revenue Objective requiring that DEI attain sales revenues of at least US$70,000,000 and net income of US$14,000,000 for fiscal year 2012, UEG's designees shall have the right to convert the third tranche of 40 shares of Preferred Stock into shares of the Company's common stock. The sales revenue and net income objectives were attained for fiscal year 2012. | |||
Pending lawsuit - In April 2010, FAB Media filed suit against Beijing Times Square Development Company in the Beijing Xicheng District People's Court, alleging breach of contract of an agreement entered into with the defendants in 2008 and seeking damages of $281,942 (RMB1,800,000). As of the date of this report, the lawsuit remains pending. The management of FAB Media expects they will settle with Beijing Time Square Development Company through the mediation of the court. | |||
Commitments under leases: | |||
Future minimum annual rental payments due are as follows: | |||
Rental | |||
Twelve months ending September 30, | Commitments | ||
2014 | $ 1,245,129 | ||
2015 | 1,201,650 | ||
2016 | 897,784 | ||
2017 | 395,944 | ||
Total | $ 3,740,507 |
RESTATEMENT_OF_PREVIOUSLY_ISSU
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Abstract] | ' | |||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION | ' | |||||||||||
NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION | ||||||||||||
Subsequent to the issuance of our interim financial statements for the third quarter 2013, management became aware of several financial statement errors due to an unreported bond offering (see Note 8). The Company has restated certain line items in the unaudited consolidated financial statements. The restatement impact on the unaudited condensed consolidated statements consist of the following items: | ||||||||||||
Consolidated balance sheet | ||||||||||||
· | ||||||||||||
reflect the net proceeds on the bond offering in cash totaling $15.8 million; | ||||||||||||
· | ||||||||||||
reflect the deferred financing costs as a prepaid expense of $419,000 as of September 30, 2013. The amount represents the underwriter's fee which is amortized on a straight-lined basis over the life of the bond (3 Years); | ||||||||||||
· | ||||||||||||
reflect the accrual of interest expense ($778,000) on the bond as accrued expense. The amount represents interest due to the holders of the bond through September 30, 2013. Interest on the bond is paid on an annual basis. | ||||||||||||
· | ||||||||||||
reflect the long-term bond payable of $16.3 million as of September 30, 2013. | ||||||||||||
Consolidated statement of operations and comprehensive income (loss) | ||||||||||||
· | ||||||||||||
The net impact of interest expense, deferred financing costs and interest income reflect a $476,000 and $820,000 decrease of net income for the three and nine month periods ended September 30, 2013, respectively. | ||||||||||||
Consolidated statement of cash flows | ||||||||||||
· | ||||||||||||
As a result of above and restatement, the corresponding line items on the consolidated statements of cash flows have been restated. | ||||||||||||
The effect of restatement and the impact on the quarterly unaudited condensed consolidated balance sheet as of September 30, 2013, the unaudited consolidated statement of operation and comprehensive income (loss) for the three and nine month periods ended September 30, 2013, and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2013, are presented below. | ||||||||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||
(includes only restated accounts) | ||||||||||||
As of September 30, 2013 | ||||||||||||
As restated | As previously reported | Changes Inc(dec) | ||||||||||
Cash | $ 59,444,652 | $ 43,575,330 | $ 15,869,322 | |||||||||
Other current assets | 713,113 | 293,724 | 419,389 | |||||||||
Total current assets | 79,593,866 | 63,305,155 | 16,288,711 | |||||||||
Total assets | 227,060,169 | 210,771,458 | 16,288,711 | |||||||||
Accrued expenses | 3,710,012 | 2,932,105 | 777,907 | |||||||||
Total current liabilities | 30,937,368 | 30,159,461 | 777,907 | |||||||||
Long-term bond payable | 16,336,933 | - | 16,336,933 | |||||||||
Total liabilities | 74,612,311 | 57,497,471 | 17,114,840 | |||||||||
Accumulated other comprehensive income | 3,766,299 | 3,772,701 | -6,402 | |||||||||
Accumulated deficit | -59,055,756 | -58,236,029 | -819,727 | |||||||||
Total stockholders' equity | 152,447,858 | 153,273,987 | -826,129 | |||||||||
Total liabilities and stockholders' equity | $227,060,169 | $210,771,458 | $16,288,711 | |||||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF | ||||||||||||
OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
(Includes only restated accounts) | ||||||||||||
For the Three Months Ended Sept. 30, 2013 | For the Nine Months Ended Sept. 30, 2013 | |||||||||||
As restated | As previously reported | Change Inc(dec) | As restated | As previously reported | Change Inc(dec) | |||||||
Interest income | $ 40,941 | $ 27,079 | $ 13,862 | $ 77,961 | $ 55,638 | $ 22,323 | ||||||
Interest (expense) | -515,291 | -66,523 | 448,768 | -881,556 | -109,677 | 771,879 | ||||||
Other income (expense) | -48,255 | -7,458 | 40,797 | -132,599 | -62,428 | 70,171 | ||||||
Total Other Income (Expense) | -522,605 | -46,902 | 475,703 | -936,194 | -116,467 | 819,727 | ||||||
Income (loss) from continuing operations before income taxes | 8,680,283 | 9,155,986 | -475,703 | 19,971,103 | 20,790,830 | -819,727 | ||||||
Net income (loss) from continuing operations | 6,815,736 | 7,291,439 | -475,703 | 15,204,872 | 16,024,599 | -819,727 | ||||||
Net Income (loss) | 6,815,736 | 7,291,439 | -475,703 | 15,204,872 | 16,024,599 | -819,727 | ||||||
Foreign currency translation gain | 348,923 | 354,277 | -5,354 | 2,381,934 | 2,388,336 | -6,402 | ||||||
COMPREHENSIVE INCOME (LOSS) | $7,164,659 | $ 7,645,716 | ($481,057) | $17,586,806 | $18,412,935 | ($826,129) | ||||||
BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS | $ 0.33 | $ 0.35 | $ (0.02) | $ 0.73 | $ 0.77 | $ (0.04) | ||||||
BASIC AND DILUTED INCOME PER COMMON SHARE | $ 0.33 | $ 0.35 | $ (0.02) | $ 0.73 | $ 0.77 | $ (0.04) | ||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
(includes only restated accounts) | ||||||||||||
For the Nine Months Ended September 30, 2013 | ||||||||||||
As restated | As previously reported | Change Inc/(dec) | ||||||||||
Cash Flows from Operating Activities | ||||||||||||
Net income (loss) from continuing operations | $15,204,872 | $16,024,599 | $ (819,727) | |||||||||
Change in assets and liabilities: | ||||||||||||
Prepaid expenses | 285,139 | 704,528 | (419,389) | |||||||||
Accrued expense | 960,545 | 182,638 | 777,907 | |||||||||
Net Cash Provided by continuing operations | 38,576,554 | 39,037,763 | -461,209 | |||||||||
Net Cash Provided by Operating Activities | 38,576,554 | 39,037,763 | -461,209 | |||||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from long-term bond offering | 16,336,933 | - | 16,336,933 | |||||||||
Net Cash Provided by (Used in) Financing Activities | 15,915,199 | -421,734 | 16,336,933 | |||||||||
Effect of Exchange Rate Fluctuation on Cash | 476,752 | 483,154 | (6,402) | |||||||||
Net Increase (decrease) in Cash | 39,772,715 | 23,903,393 | 15,869,322 | |||||||||
Cash at Beginning of Period | 19,671,937 | 19,671,937 | - | |||||||||
Cash at the end of Period | $59,444,652 | $43,575,330 | $ 15,869,322 |
RELATED_PARTIES
RELATED PARTIES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
RELATED PARTIES [Abstract] | ' | ||||
RELATED PARTIES | ' | ||||
NOTE 15 - RELATED PARTIES | |||||
The table below sets forth the related parties and their affiliation with the Company: | |||||
Related Parties | Affiliation with the Company | ||||
Guangdong Endless Culture Co., Ltd.(GEC) | Affiliated Company controlled by the chairman and major shareholder | ||||
Zhang Hongcheng | Chairman and major shareholder | ||||
Amounts due to related parties are as follows: | |||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Guangdong Endless Culture co., Ltd | $ | - | $ | 4,814 | |
Zhang Hongcheng | 122,184 | 36,527 | |||
Total due to related parties | $ | 122,184 | $ | 41,341 | |
Mr. Zhang Hongcheng paid certain professional fees on behalf of FAB Media for the quarter ended September 30, 2012. Subsequently, DEI received a loan in the amount of $85,000 from Mr. Zhang Hongcheng. | |||||
FAB Media has four business locations, one of which is subleased from GEC. In addition, GEC entered into a lease agreement with Xidan Joy City on behalf of FAB Media for a term of eight-years from April 2008 to March 2016. Subsequently, FAB Media entered into a sublease agreement with GEC. The average monthly rent expense is $47,420. FAB Media paid the rental and promotion expense to Xidan Joy City directly. See Note 8 for other related party transaction. |
SEGMENT_REPORTING
SEGMENT REPORTING | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
SEGMENT REPORTING [Abstract] | ' | ||||||||||||||||
SEGMENT REPORTING | ' | ||||||||||||||||
NOTE 16 - SEGMENT REPORTING | |||||||||||||||||
ASC 280, "Segment Reporting", establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company's business segments. | |||||||||||||||||
The Company is engaged in distribution of digital entertainment products and services. The Company's chief operating decision maker ("CODM") has been identified as the CEO who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the group. Based on management's assessment, the Company has determined that it has three operating segments as of September 30, 2013 which are wholesale, retail and FAB kiosks/licensing. The Company has reclassified the segment reporting as of and for the three and nine months ended September 30, 2012 to conform to the headings and classification used for 2013. | |||||||||||||||||
The following table presents summary information by segment for the nine months ended September 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Wholesale | Retail | Digital | Total | Wholesale | Retail | Digital | Total | ||||||||||
Restated | Restated | ||||||||||||||||
Revenue | $ | 41,728 | $ | 6,815 | $ | 29,702 | $ | 78,245 | $ | - | $ | - | $ | 3,462 | $ | 3,462 | |
Cost of revenue | $ | 33,126 | $ | 4,989 | $ | 6,170 | $ | 44,285 | $ | - | $ | - | $ | 1,446 | $ | 1,446 | |
Gross Profit | $ | 8,602 | $ | 1,826 | $ | 23,532 | $ | 33,960 | $ | - | $ | - | $ | 2,016 | $ | 2,016 | |
Total assets | $ | 60,353 | $ | 38,744 | $ | 127,963 | $ | 227,060 | $ | - | $ | - | $ | 158,411 | $ | 158,411 | |
Depreciation and amortization | $ | 190 | $ | 661 | $ | 4,215 | $ | 5,067 | $ | - | $ | - | $ | 83 | $ | 83 | |
The following table presents summary information by segment for the three months ended September 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Wholesale | Retail | Digital | Total | Wholesale | Retail | Digital | Total | ||||||||||
Revenue | $ | 13,978 | $ | 2,517 | $ | 13,256 | $ | 29,751 | $ | - | $ | - | $ | 1,745 | $ | 1,745 | |
Cost of revenue | $ | 11,127 | $ | 1,843 | $ | 2,691 | $ | 15,661 | $ | - | $ | - | $ | 784 | $ | 784 | |
Gross Profit | $ | 2,851 | $ | 674 | $ | 10,565 | $ | 14,090 | $ | - | $ | - | $ | 961 | $ | 961 | |
Depreciation and amortization | $ | 63 | $ | 221 | $ | 1,429 | $ | 1,713 | $ | - | $ | - | $ | 12 | $ | 12 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 17 - SUBSEQUENT EVENTS | |
On January 7, 2014, the Board of Directors decided not to purchase the Longyuan building, and the Company has started the process for the return of the deposit. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Basis of presentation and consolidation | ' |
Basis of presentation and consolidation - The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules of the Securities and Exchange Commission relating to interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles ("US GAAP") for complete financial statements. In the opinion of the management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2012 included in the Company's annual report on Form 10-K filed on March 15, 2013 and DEI's audited consolidated financial statements included in Form 8-K filed on September 28, 2012. | |
Accounting Estimates | ' |
Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining the reserve for accounts receivable, obsolete inventory, the realization of deferred tax assets and in determining the impairment of finite life intangible assets and goodwill and accruals for income tax uncertainties and other contingencies when applicable. Actual results could differ from those estimated by management. | |
Reclassification | ' |
Reclassification - The financial statements for the period ended September 30, 2012 have been reclassified to conform to the headings and classifications used in the September 30, 2013 financial statements. | |
Stock Split | ' |
Stock Split - On February 23, 2012, the Company effected a 1 for 12 reverse stock-split. All references to stock issuances and per share data have been retroactively adjusted to reflect this stock-split. | |
Inventory | ' |
Inventory - Inventory includes books and video products and is recorded at the lower of cost or market, using the first-in, first-out ("FIFO") method. The Company estimates net realizable value based on current market value and inventory aging analyses. As of September 30, 2013 no reserve for slow-moving or obsolete inventory was considered necessary. | |
Revenue Recognition | ' |
Revenue Recognition - Revenue is recognized when earned. The Company's revenue recognition policies are in compliance with FASB ASC Topic 985-605, Software - Revenue Recognition. The Company's revenue recognition policies are also in compliance with the Securities and Exchange Commission Staff Accounting Bulletins Nos. 101 and 104. | |
Digital media publishing services are billed on a month to month basis. The Company recognizes revenue from providing digital media publishing services when the services are provided and when collection is probable. The Company recognizes revenue from the insertion of advertisements in digital media, as the digital media with the advertisement is downloaded and collection is probable. The Company recognizes revenue from the sale of apps and premium subscriptions when sold and collection is probable. | |
The Company sells packaged and custom software products and related voice recognition product development consulting. Software product revenues are recognized upon shipment of the software product only if no significant Company obligations remain, the fee is fixed or determinable, and collection is received or the resulting receivable is deemed probable. | |
In the PRC, Value Added Tax ("VAT") of 17% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities. | |
Functional Currency / Foreign Currency Translation | ' |
Functional Currency / Foreign Currency Translation - The functional currency of FAB Universal Corp is the United States Dollar (USD). The functional currency of DEI is the Renminbi ("RMB") and its reporting currency is U.S. dollars for the purpose of these financial statements. The Company's consolidated balance sheet accounts are translated into U.S. dollars at the period-end exchange rates (6.1211 RMB to $1 at September 30, 2013) and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during 2013 (6.1689 RMB to $1) in which these items arise. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders' equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |
• | |
Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |
• | |
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
• | |
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
Unless otherwise disclosed, the fair value of the Company's financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, current deferred revenue and notes payable approximates their recorded values due to their short-term maturities. Long-term deposits represent cash and therefore, their carrying value represents fair value. The fair value of the Company's long-term deposits, non-current deferred revenue, long-term bond payable and other liabilities has no material difference with the book values based on the calculated results. | |
Property and Equipment | ' |
Property and Equipment - Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization is calculated on the straight-line method over the estimated useful lives of the assets as set out below: | |
Estimated Useful Life | |
Electronic equipment 2-5 years | |
Office furniture and equipment 2-10 years | |
Vehicles 5 years | |
Building 48.5 years | |
Leasehold improvements Shorter of lease terms or estimated useful life | |
Goodwill and Other Intangible Assets | ' |
Goodwill and other Intangible Assets - The Company accounts for goodwill and other intangible assets in accordance with provisions of FASB -ASC Topic 350, Intangibles--Goodwill and Other. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of Topic 350. Impairment losses arising from this impairment test, if any, are included in operating expenses in the period of impairment. Topic 350 requires that intangible assets with finite lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with Topic 360, criteria for recognition of an impairment of Long-Lived Assets. There was no indication of goodwill or other intangible impairment during the nine months ended September 30, 2013. | |
Income Taxes | ' |
Income Taxes - The Company is subject to the income tax laws of the U.S. and the PRC. The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The components of deferred tax assets are individually classified as current and non-current based on their characteristics. | |
ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There is no material uncertain tax position as of September 30, 2013 and 2012 (See note 10 - Capital Stock and note 13- Contingencies). | |
Concentrations | ' |
Concentrations - For the three months and nine months ended September 30, 2013 and 2012, no individual customer accounted for more than 10% of the total revenues. No single customer accounted for more than 10% of total outstanding accounts receivable as of September 30, 2012. | |
For the three months and nine months ended September 30, 2013 and 2012, no individual vendor accounted for more than 10% of the total purchase. No single vendor accounted for more than 10% of total outstanding accounts payable as of September 30, 2013 and 2012. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Schedule of Estimated Useful Lives of Property and Equipment | ' |
Estimated Useful Life | |
Electronic equipment 2-5 years | |
Office furniture and equipment 2-10 years | |
Vehicles 5 years | |
Building 48.5 years | |
Leasehold improvements Shorter of lease terms or estimated useful life |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||
Summary of Goodwill | ' | ||||||||||||||
September 30, | December 31, | ||||||||||||||
2013 | 2012 | ||||||||||||||
Digital Entertainment International - DEI | $ | 50,053,904 | $ | 49,168,706 | |||||||||||
Webmayhem Inc.(Libsyn) | 11,484,251 | 11,484,251 | |||||||||||||
Total Goodwill | $ | 61,538,155 | $ | 60,652,957 | |||||||||||
Summary of Intangible Assets | ' | ||||||||||||||
Fair Value | Weighted Average | Accumulated | Currency Translation Adjustment | Net Carrying | |||||||||||
Useful Life | Amortization | Amount | |||||||||||||
(in Years) | |||||||||||||||
Customer Relationships | $ | 8,900,000 | 3 | $ 3,054,384 | $231,137 | $ 6,076,753 | |||||||||
Intellectual Property | 4,300,000 | 3 | 1,475,713 | 111,672 | 2,935,959 | ||||||||||
Trade name | 13,876,000 | (a) | (a) | 413,712 | 14,289,712 | ||||||||||
Copyrights | 493,449 | 2 | 25,282 | - | 468,167 | ||||||||||
Non-compete agreements | 1,885,200 | 2 | 970,469 | 45,336 | 960,067 | ||||||||||
Total | $ | 29,454,649 | $ 5,525,848 | $ 801,857 | $ 24,730,658 | ||||||||||
(a) The FAB trade name has been determined to have an indefinite life and is not amortized. | |||||||||||||||
Schedule of Future Amortization Expenses Related to Other Intangible Assets | ' | ||||||||||||||
For twelve months ending September 30, | |||||||||||||||
2014 | $ 5,592,796 | ||||||||||||||
2015 | 4,634,281 | ||||||||||||||
2016 | 213,869 | ||||||||||||||
Total | $ 10,440,946 |
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
ACCOUNTS RECEIVABLE [Abstract] | ' | |||
Schedule of Accounts Receivable | ' | |||
September 30, | December 31, | |||
2013 | 2012 | |||
Accounts receivable | $10,278,310 | $6,941,045 | ||
Allowance for doubtful accounts | -14,000 | -14,000 | ||
Accounts receivable, net | $10,264,310 | $6,927,045 | ||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
PROPERTY AND EQUIPMENT [Abstract] | ' | |||
Schedule of Property and Equipment | ' | |||
September 30, | December 31, | |||
2013 | 2012 | |||
Electronic equipment | $ 1,567,644 | $ 1,436,466 | ||
Office furniture and equipment | 61,057 | 54,077 | ||
Vehicles | 368,908 | 57,471 | ||
Building | 13,983,877 | 13,997,618 | ||
Leasehold improvements | 3,672,511 | 3,607,563 | ||
19,653,997 | 19,153,195 | |||
Less: Accumulated depreciation | -3,171,226 | -2,432,558 | ||
Total property and equipment, net | $ 16,482,771 | $ 16,720,637 |
LONGTERM_DEPOSITS_Tables
LONG-TERM DEPOSITS (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
LONG-TERM DEPOSITS [Abstract] | ' | ||||
Schedule of Long-Term Deposits | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Prepayments for setting up flagship stores | $ | 21,238,012 | $ | 20,862,420 | |
Anti-piracy sales guarantee deposits | 4,901,080 | 3,370,083 | |||
Prepayment for real estate purchase | 13,069,546 | - | |||
Rent deposits | 268,305 | 255,628 | |||
Total Long-Term Deposits | $ | 39,476,943 | $ | 24,488,131 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) (DEI [Member]) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
DEI [Member] | ' | ||||
Income Taxes [Line Items] | ' | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Current deferred tax assets | |||||
Deferred revenue | $ | 2,537,494 | $ | 1,771,799 | |
Valuation allowance | - | - | |||
Net current deferred tax assets | $ | 2,537,494 | $ | 1,771,799 | |
Non-current deferred assets | |||||
Deferred revenue | $ | 5,237,776 | $ | 3,346,166 | |
Valuation allowance | - | - | |||
Net non-current deferred tax assets | 5,237,776 | 3,346,166 | |||
$ | 7,775,270 | $ | 5,117,965 |
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
STOCK OPTIONS AND WARRANTS [Abstract] | ' | |||
Schedule of Stock Option Plans | ' | |||
Plan | Total | Options Exercised | Remaining | |
Name | Available | During 2013 | Available | |
2013 Plan | 3,000,000 | 0 | 3,000,000 | |
2012 Plan | 3,000,000 | 0 | 1,788,667 | |
2010 Plan | 166,667 | 0 | 0 | |
2009 Plan | 166,667 | 0 | 0 | |
2008 Plan | 16,667 | 0 | 28 | |
2008 Key Employee Plan | 33,334 | 0 | 260 | |
2007 Plan | 16,667 | 0 | 12 | |
2007 Key Employee Plan | 16,667 | 0 | 0 | |
2006 Key Employee Plan | 11,459 | 0 | 0 | |
Total | 6,428,128 | 0 | 4,788,967 |
INCOME_PER_COMMON_SHARE_Tables
INCOME PER COMMON SHARE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INCOME PER COMMON SHARE [Abstract] | ' | ||||||||
Schedule of Earnings Per Share | ' | ||||||||
For the Three Months | For the Nine Months | ||||||||
Ended September 30, | Ended September 30, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Restated | Restated | ||||||||
Net income (loss) from continuing operations | $ | 6,815,736 | $ | -4,837,344 | $ | 15,204,872 | $ | -6,456,916 | |
Net income (loss) from discontinued operations | - | -113,929 | - | 178,276 | |||||
Net income (loss) available to common shareholders (numerator) | $ | 6,815,736 | $ | -4,951,273 | $ | 15,204,872 | $ | -6,278,640 | |
Weighted average number of common shares outstanding during the period used in basic and diluted loss per share (denominator) | 20,805,860 | 9,724,735 | 20,741,007 | 8,861,498 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||
Schedule of Future Minimum Rental Payments | ' | ||
Rental | |||
Twelve months ending September 30, | Commitments | ||
2014 | $ 1,245,129 | ||
2015 | 1,201,650 | ||
2016 | 897,784 | ||
2017 | 395,944 | ||
Total | $ 3,740,507 |
RESTATEMENT_OF_PREVIOUSLY_ISSU1
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Abstract] | ' | |||||||||||
Schedule of Restated Financial Statements | ' | |||||||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||
(includes only restated accounts) | ||||||||||||
As of September 30, 2013 | ||||||||||||
As restated | As previously reported | Changes Inc(dec) | ||||||||||
Cash | $ 59,444,652 | $ 43,575,330 | $ 15,869,322 | |||||||||
Other current assets | 713,113 | 293,724 | 419,389 | |||||||||
Total current assets | 79,593,866 | 63,305,155 | 16,288,711 | |||||||||
Total assets | 227,060,169 | 210,771,458 | 16,288,711 | |||||||||
Accrued expenses | 3,710,012 | 2,932,105 | 777,907 | |||||||||
Total current liabilities | 30,937,368 | 30,159,461 | 777,907 | |||||||||
Long-term bond payable | 16,336,933 | - | 16,336,933 | |||||||||
Total liabilities | 74,612,311 | 57,497,471 | 17,114,840 | |||||||||
Accumulated other comprehensive income | 3,766,299 | 3,772,701 | -6,402 | |||||||||
Accumulated deficit | -59,055,756 | -58,236,029 | -819,727 | |||||||||
Total stockholders' equity | 152,447,858 | 153,273,987 | -826,129 | |||||||||
Total liabilities and stockholders' equity | $227,060,169 | $210,771,458 | $16,288,711 | |||||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF | ||||||||||||
OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
(Includes only restated accounts) | ||||||||||||
For the Three Months Ended Sept. 30, 2013 | For the Nine Months Ended Sept. 30, 2013 | |||||||||||
As restated | As previously reported | Change Inc(dec) | As restated | As previously reported | Change Inc(dec) | |||||||
Interest income | $ 40,941 | $ 27,079 | $ 13,862 | $ 77,961 | $ 55,638 | $ 22,323 | ||||||
Interest (expense) | -515,291 | -66,523 | 448,768 | -881,556 | -109,677 | 771,879 | ||||||
Other income (expense) | -48,255 | -7,458 | 40,797 | -132,599 | -62,428 | 70,171 | ||||||
Total Other Income (Expense) | -522,605 | -46,902 | 475,703 | -936,194 | -116,467 | 819,727 | ||||||
Income (loss) from continuing operations before income taxes | 8,680,283 | 9,155,986 | -475,703 | 19,971,103 | 20,790,830 | -819,727 | ||||||
Net income (loss) from continuing operations | 6,815,736 | 7,291,439 | -475,703 | 15,204,872 | 16,024,599 | -819,727 | ||||||
Net Income (loss) | 6,815,736 | 7,291,439 | -475,703 | 15,204,872 | 16,024,599 | -819,727 | ||||||
Foreign currency translation gain | 348,923 | 354,277 | -5,354 | 2,381,934 | 2,388,336 | -6,402 | ||||||
COMPREHENSIVE INCOME (LOSS) | $7,164,659 | $ 7,645,716 | ($481,057) | $17,586,806 | $18,412,935 | ($826,129) | ||||||
BASIC AND DILUTED INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS | $ 0.33 | $ 0.35 | $ (0.02) | $ 0.73 | $ 0.77 | $ (0.04) | ||||||
BASIC AND DILUTED INCOME PER COMMON SHARE | $ 0.33 | $ 0.35 | $ (0.02) | $ 0.73 | $ 0.77 | $ (0.04) | ||||||
FAB UNIVERSAL CORP AND SUBSIDIARIES | ||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
(includes only restated accounts) | ||||||||||||
For the Nine Months Ended September 30, 2013 | ||||||||||||
As restated | As previously reported | Change Inc/(dec) | ||||||||||
Cash Flows from Operating Activities | ||||||||||||
Net income (loss) from continuing operations | $15,204,872 | $16,024,599 | $ (819,727) | |||||||||
Change in assets and liabilities: | ||||||||||||
Prepaid expenses | 285,139 | 704,528 | (419,389) | |||||||||
Accrued expense | 960,545 | 182,638 | 777,907 | |||||||||
Net Cash Provided by continuing operations | 38,576,554 | 39,037,763 | -461,209 | |||||||||
Net Cash Provided by Operating Activities | 38,576,554 | 39,037,763 | -461,209 | |||||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from long-term bond offering | 16,336,933 | - | 16,336,933 | |||||||||
Net Cash Provided by (Used in) Financing Activities | 15,915,199 | -421,734 | 16,336,933 | |||||||||
Effect of Exchange Rate Fluctuation on Cash | 476,752 | 483,154 | (6,402) | |||||||||
Net Increase (decrease) in Cash | 39,772,715 | 23,903,393 | 15,869,322 | |||||||||
Cash at Beginning of Period | 19,671,937 | 19,671,937 | - | |||||||||
Cash at the end of Period | $59,444,652 | $43,575,330 | $ 15,869,322 |
RELATED_PARTIES_Tables
RELATED PARTIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
RELATED PARTIES [Abstract] | ' | ||||
Schedule of Related Party Transactions | ' | ||||
September 30, | December 31, | ||||
2013 | 2012 | ||||
Guangdong Endless Culture co., Ltd | $ | - | $ | 4,814 | |
Zhang Hongcheng | 122,184 | 36,527 | |||
Total due to related parties | $ | 122,184 | $ | 41,341 |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
SEGMENT REPORTING [Abstract] | ' | ||||||||||||||||
Schedule of Operations by Reporting Segment | ' | ||||||||||||||||
The following table presents summary information by segment for the nine months ended September 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Wholesale | Retail | Digital | Total | Wholesale | Retail | Digital | Total | ||||||||||
Restated | Restated | ||||||||||||||||
Revenue | $ | 41,728 | $ | 6,815 | $ | 29,702 | $ | 78,245 | $ | - | $ | - | $ | 3,462 | $ | 3,462 | |
Cost of revenue | $ | 33,126 | $ | 4,989 | $ | 6,170 | $ | 44,285 | $ | - | $ | - | $ | 1,446 | $ | 1,446 | |
Gross Profit | $ | 8,602 | $ | 1,826 | $ | 23,532 | $ | 33,960 | $ | - | $ | - | $ | 2,016 | $ | 2,016 | |
Total assets | $ | 60,353 | $ | 38,744 | $ | 127,963 | $ | 227,060 | $ | - | $ | - | $ | 158,411 | $ | 158,411 | |
Depreciation and amortization | $ | 190 | $ | 661 | $ | 4,215 | $ | 5,067 | $ | - | $ | - | $ | 83 | $ | 83 | |
The following table presents summary information by segment for the three months ended September 30, 2013 and 2012, respectively (in thousands): | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Wholesale | Retail | Digital | Total | Wholesale | Retail | Digital | Total | ||||||||||
Revenue | $ | 13,978 | $ | 2,517 | $ | 13,256 | $ | 29,751 | $ | - | $ | - | $ | 1,745 | $ | 1,745 | |
Cost of revenue | $ | 11,127 | $ | 1,843 | $ | 2,691 | $ | 15,661 | $ | - | $ | - | $ | 784 | $ | 784 | |
Gross Profit | $ | 2,851 | $ | 674 | $ | 10,565 | $ | 14,090 | $ | - | $ | - | $ | 961 | $ | 961 | |
Depreciation and amortization | $ | 63 | $ | 221 | $ | 1,429 | $ | 1,713 | $ | - | $ | - | $ | 12 | $ | 12 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Feb. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||
CNY | Electronic equipment [Member] | Electronic equipment [Member] | Office furniture and equipment [Member] | Office furniture and equipment [Member] | Vehicles [Member] | Building [Member] | Leasehold improvements [Member] | |||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Reverse stock split ratio | ' | 12 | ' | ' | ' | ' | ' | ' | ' | |
Value added tax rate, PRC invoices | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
RMB exchange rate to USD | ' | 6.1211 | ' | ' | ' | ' | ' | ' | ' | |
RMB exchange rate to USD, average | 6.1689 | ' | ' | ' | ' | ' | ' | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Estimated useful life | ' | ' | '2 years | '5 years | '2 years | '10 years | '5 years | '48 years 6 months | ' | [1] |
[1] | Shorter of lease terms or estimated useful life |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Goodwill) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | ' | ' |
Goodwill | $61,538,155 | $60,652,957 |
DEI [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 50,053,904 | 49,168,706 |
Webmayhem Inc. [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | $11,484,251 | $11,484,251 |
GOODWILL_AND_OTHER_INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Trade name [Member] | Customer Relationships [Member] | Intellectual Property Finite [Member] | Copyrights [Member] | Non-compete [Member] | |||
Other Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preliminary Fair Value | $29,454,649 | ' | $13,876,000 | $8,900,000 | $4,300,000 | $13,876,000 | $1,885,200 |
Weighted Average Useful Life | ' | ' | ' | '3 years | '3 years | '2 years | '2 years |
Accumulated amortization | 5,525,848 | ' | ' | 3,054,384 | 1,475,713 | 25,282 | 970,469 |
Currency Translation Adjustment | 801,857 | ' | 413,712 | 231,137 | 111,672 | ' | 468,167 |
Net Carrying Amount | $24,730,658 | $27,875,748 | $14,289,712 | $6,076,753 | $2,935,959 | $468,167 | $960,067 |
GOODWILL_AND_OTHER_INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | Copyright One [Member] | Copyright One [Member] | Copyright Two [Member] | Copyright Two [Member] | Copyright Three [Member] | Copyright Three [Member] | Copyright Four [Member] | Copyright Four [Member] | |
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | |||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | $1,395,533 | $0 | $4,108,444 | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Copyright acquired | ' | ' | ' | ' | $13,874 | 85,000 | $26,931 | 165,000 | $48,966 | 300,000 | $407,896 | 2,500,000 |
GOODWILL_AND_OTHER_INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Future Amortization Expenses) (Details) (USD $) | Sep. 30, 2013 |
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' |
2014 | $5,592,796 |
2015 | 4,634,281 |
2016 | 213,869 |
Total | $10,440,946 |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ACCOUNTS RECEIVABLE [Abstract] | ' | ' |
Accounts receivable | $10,278,310 | $6,941,045 |
Allowance for doubtful accounts | -14,000 | -14,000 |
Accounts receivable, net | $10,264,310 | $6,927,045 |
PROPERY_AND_EQUIPMENT_Details
PROPERY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | $19,653,997 | ' | $19,653,997 | ' | $19,153,195 |
Less: Accumulated depreciation | -3,171,226 | ' | -3,171,226 | ' | -2,432,558 |
Total property and equipment, net | 16,482,771 | ' | 16,482,771 | ' | 16,720,637 |
Depreciation expense | 316,975 | 12,787 | 958,179 | 26,530 | ' |
Electronic equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | 1,567,644 | ' | 1,567,644 | ' | 1,436,466 |
Office furniture and equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | 61,057 | ' | 61,057 | ' | 54,077 |
Vehicles [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | 368,908 | ' | 368,908 | ' | 57,471 |
Building [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | 13,983,877 | ' | 13,983,877 | ' | 13,997,618 |
Leasehold improvements [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property and equipment | $3,672,511 | ' | $3,672,511 | ' | $3,607,563 |
LONGTERM_DEPOSITS_Details
LONG-TERM DEPOSITS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
LONG-TERM DEPOSITS [Abstract] | ' | ' |
Prepayments for setting up flagship stores | $21,238,012 | $20,862,420 |
Anti-piracy sales guarantee deposits | 4,901,080 | 3,370,083 |
Prepayment for real estate purchase | 13,069,546 | ' |
Rent deposits | 268,305 | 255,628 |
Deposits | $39,476,943 | $24,488,131 |
SHORTTERM_LOANS_Details
SHORT-TERM LOANS (Details) | 9 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Apr. 25, 2012 | Apr. 25, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Sep. 23, 2012 | Sep. 23, 2012 | Sep. 30, 2013 | Oct. 01, 2012 | Sep. 30, 2013 | |
USD ($) | USD ($) | China Merchants Bank [Member] | China Merchants Bank [Member] | Bank of Communications [Member] | Bank of Communications [Member] | Bank of Communications [Member] | Bank of Communications [Member] | Bank of Communications [Member] | Prime Rate Premium Finance Corp [Member] | Prime Rate Premium Finance Corp [Member] | |
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | USD ($) | USD ($) | |||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term bank loans | $1,797,849 | $2,072,619 | ' | ' | ' | ' | ' | ' | $1,641,862 | ' | $155,987 |
Loan agreement, amount | ' | ' | 1,600,000 | 10,000,000 | 1,600,000 | 10,000,000 | 8,000 | 50,000 | ' | 573,750 | ' |
Term of loan agreement | '3 years | ' | ' | ' | '1 year | '1 year | '1 year | '1 year | ' | '18 months | ' |
Maturity date | ' | ' | 25-Apr-13 | 25-Apr-13 | ' | ' | ' | ' | ' | 1-Jan-14 | ' |
Basis spread | ' | ' | 0.35% | 0.35% | 0.30% | 0.30% | ' | ' | ' | ' | ' |
Variable interest rate | ' | ' | ' | ' | 7.80% | 7.80% | 6.00% | 6.00% | ' | ' | ' |
Interest rate | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' |
Number of installment payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' |
Periodic installments, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,343 | ' |
LONG_TERM_BOND_PAYABLE_Details
LONG TERM BOND PAYABLE (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | CNY | |
LONG TERM BOND PAYABLE [Abstract] | ' | ' |
Net proceeds from long-term bond offering | $15,800,000 | 97,000,000 |
Debt issuance costs | ' | 3,000,000 |
Term of loan agreement | '3 years | '3 years |
Interest rate | 11.00% | 11.00% |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Net operating loss carryforwards, domestic | $52,086,000 | ' |
Net increase in valuation allowance | $86,000 | $2,537,000 |
INCOME_TAXES_Schedule_of_Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current deferred tax assets | ' | ' |
Net current deferred tax assets | $2,537,494 | $1,771,799 |
Non-current deferred assets | ' | ' |
Net non-current deferred tax assets | 5,237,776 | 3,346,166 |
DEI [Member] | ' | ' |
Current deferred tax assets | ' | ' |
Deferred revenue | 2,537,494 | 1,771,799 |
Valuation allowance | ' | ' |
Net current deferred tax assets | 2,537,494 | 1,771,799 |
Non-current deferred assets | ' | ' |
Deferred revenue | 5,237,776 | 3,346,166 |
Valuation allowance | ' | ' |
Net non-current deferred tax assets | 5,237,776 | 3,346,166 |
Total deferred tax assets | $7,775,270 | $5,117,965 |
CAPITAL_STOCK_Details
CAPITAL STOCK (Details) (USD $) | 1 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 26, 2012 | Aug. 14, 2012 | Sep. 30, 2013 | 24-May-13 | Feb. 23, 2013 | Jan. 25, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Aug. 29, 2012 | Aug. 27, 2012 | Aug. 02, 2012 | Jun. 04, 2012 | 29-May-12 | Mar. 21, 2012 | Feb. 24, 2012 | Sep. 26, 2012 | Sep. 26, 2012 | Sep. 26, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | |
Convertible Preferred Stock [Member] | Common Stock [Member] | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | Third Tranche [Member] | Third Tranche [Member] | ||||||||||||||||
CAPITAL STOCK [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares authorized | ' | ' | 10,000,000 | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, par value per share | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares issued | ' | ' | 290 | ' | ' | ' | 290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, shares outstanding | ' | ' | 290 | ' | ' | ' | 290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting Schedule [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 74.00% | ' | 78.00% | ' |
Conversion of preferred stock, shares | ' | ' | 10,702,309 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,689,444 | 5,488,364 | ' | 7,484,132 | ' |
Reverse stock split ratio | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split, shares issued | ' | ' | 2,739 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 200,000,000 | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | ' | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | 20,805,860 | ' | ' | ' | 20,468,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | 20,805,860 | ' | ' | ' | 20,468,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise price | ' | 5.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised | ' | 341,207 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards exercised, shares issued | ' | 341,207 | ' | ' | ' | ' | ' | 123,000 | ' | 925,177 | 15,784 | ' | ' | 28,334 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Awards exercised, value | ' | ' | ' | ' | ' | ' | ' | $632,220 | ' | $3,201,112 | $67,086 | ' | ' | $47,601 | $63,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from warrant exercises | ' | 1,108,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Services rendered, shares issued | ' | ' | ' | 80,000 | ' | 257,000 | ' | ' | 50,000 | ' | ' | 37,254 | 70,553 | 429,169 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Services rendered, value | ' | ' | ' | 164,800 | ' | 529,080 | ' | ' | 118,529 | ' | ' | 76,371 | 118,529 | 721,004 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price, re-pricing expense | ' | $117,659 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price, re-pricing | ' | $3.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued for business acquisition | 290 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 290 | 10,282,611 | 210 | ' | ' | 40 | ' | 40 |
Percent ownership in the Company | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCK_OPTIONS_AND_WARRANTS_Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Aug. 14, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Iroquois Master Fund [Member] | Employees [Member] | Employees [Member] | Employees [Member] | Employees [Member] | Management, Board Members, Employees and Consultants [Member] | Management, Board Members, Employees and Consultants [Member] | Management, Board Members, Employees and Consultants [Member] | Management, Board Members, Employees and Consultants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | ' | ' | 99,060 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise price | ' | 5.16 | 5.16 | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash compensation expense | ' | ' | ' | $186,969 | $0 | $236,827 | $5,086 | $0 | $3,854,299 | $0 | $4,159,800 |
STOCK_OPTIONS_AND_WARRANTS_Sum
STOCK OPTIONS AND WARRANTS (Summary of Stock Option Plans) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 6,428,128 |
Exercised | 0 |
Remaining Available | 4,788,967 |
2013 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 3,000,000 |
Exercised | 0 |
Remaining Available | 3,000,000 |
2012 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 3,000,000 |
Exercised | 0 |
Remaining Available | 1,788,667 |
2010 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 166,667 |
Exercised | 0 |
Remaining Available | 0 |
2009 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 166,667 |
Exercised | 0 |
Remaining Available | 0 |
2008 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 16,667 |
Exercised | 0 |
Remaining Available | 28 |
2008 Key Employee Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 33,334 |
Exercised | 0 |
Remaining Available | 260 |
2007 Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 16,667 |
Exercised | 0 |
Remaining Available | 12 |
2007 Key Employee Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 16,667 |
Exercised | 0 |
Remaining Available | 0 |
2006 Key Employee Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Available | 11,459 |
Exercised | 0 |
Remaining Available | 0 |
INCOME_PER_COMMON_SHARE_Narrat
INCOME PER COMMON SHARE (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | 99,060 | 99,060 |
Purchase price per share, minimum | $5.16 | $5.16 |
Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive shares | 250,000 | ' |
Purchase price per share, minimum | $3.52 | ' |
INCOME_PER_COMMON_SHARE_Schedu
INCOME PER COMMON SHARE (Schedule of Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
INCOME PER COMMON SHARE [Abstract] | ' | ' | ' | ' |
Net income (loss) from continuing operations | $6,815,736 | ($4,837,344) | $15,204,872 | ($6,456,916) |
Net income from discontinued operations | ' | -113,929 | ' | 178,276 |
Net income (loss) available to common stockholders | $6,815,736 | ($4,951,273) | $15,204,872 | ($6,278,640) |
Weighted average number of common shares outstanding during the period used in basic and diluted loss per share (denominator) | 20,805,860 | 9,724,735 | 20,741,007 | 8,861,498 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | ||
Sep. 26, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 26, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
USD ($) | CNY | First Tranche [Member] | Second Tranche [Member] | Third Tranche [Member] | ||
USD ($) | USD ($) | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' | ' | ' | ' | ' |
Voting rights released, shares | ' | 5,139,911 | 5,139,911 | ' | ' | ' |
Voting rights maintained, shares | ' | 5,142,700 | 5,142,700 | ' | ' | ' |
Damages sought | ' | $281,942 | 1,800,000 | ' | ' | ' |
Vesting Schedule [Line Items] | ' | ' | ' | ' | ' | ' |
Number of shares issued for business acquisition | 290 | ' | ' | 210 | 40 | 40 |
Revenue objective | ' | ' | ' | ' | 60,000,000 | 70,000,000 |
Net Income Objective | ' | ' | ' | ' | $12,000,000 | $14,000,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Annual Rental Payments) (Details) (USD $) | Sep. 30, 2013 |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
2014 | $1,245,129 |
2015 | 1,201,650 |
2016 | 897,784 |
2017 | 395,944 |
Total | $3,740,507 |
RESTATEMENT_OF_PREVIOUSLY_ISSU2
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | CNY | |
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION [Abstract] | ' | ' | ' |
Net proceeds from long-term bond offering | ' | $15,800,000 | 97,000,000 |
Deferred financing costs | 419,000 | 419,000 | ' |
Term of loan agreement | ' | '3 years | '3 years |
Accrued interest expense | 778,000 | 778,000 | ' |
Long-term bond payable | 16,336,933 | 16,336,933 | ' |
Net effect of deferred financing costs and interest | $476,000 | $820,000 | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU3
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (BALANCE SHEET) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
CURRENT ASSETS: | ' | ' | ' | ' |
Cash | $59,444,652 | $19,671,937 | $14,696,044 | $1,442,465 |
Other current assets | 713,113 | 979,021 | ' | ' |
Total current assets | 79,593,866 | 34,711,580 | ' | ' |
Total assets | 227,060,169 | 167,795,219 | 158,411,000 | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Accrued expenses | 3,710,012 | 3,077,785 | ' | ' |
Total current liabilities | 30,937,368 | 23,427,616 | ' | ' |
Long-term bond payable | 16,336,933 | ' | ' | ' |
Total liabilities | 74,612,311 | 33,864,874 | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' | ' | ' |
Accumulated other comprehensive income | 3,766,299 | 1,384,365 | ' | ' |
Accumulated deficit | -59,055,756 | -74,260,628 | ' | ' |
Total stockholders' equity | 152,447,858 | 133,930,345 | ' | ' |
Total liabilities and stockholders' equity | 227,060,169 | 167,795,219 | ' | ' |
Scenario, Previously Reported [Member] | ' | ' | ' | ' |
CURRENT ASSETS: | ' | ' | ' | ' |
Cash | 43,575,330 | 19,671,937 | ' | ' |
Other current assets | 293,724 | ' | ' | ' |
Total current assets | 63,305,155 | ' | ' | ' |
Total assets | 210,771,458 | ' | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Accrued expenses | 2,932,105 | ' | ' | ' |
Total current liabilities | 30,159,461 | ' | ' | ' |
Long-term bond payable | ' | ' | ' | ' |
Total liabilities | 57,497,471 | ' | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' | ' | ' |
Accumulated other comprehensive income | 3,772,701 | ' | ' | ' |
Accumulated deficit | -58,236,029 | ' | ' | ' |
Total stockholders' equity | 153,273,987 | ' | ' | ' |
Total liabilities and stockholders' equity | 210,771,458 | ' | ' | ' |
Restatement Adjustment [Member] | ' | ' | ' | ' |
CURRENT ASSETS: | ' | ' | ' | ' |
Cash | 15,869,322 | ' | ' | ' |
Other current assets | 419,389 | ' | ' | ' |
Total current assets | 16,288,711 | ' | ' | ' |
Total assets | 16,288,711 | ' | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Accrued expenses | 777,907 | ' | ' | ' |
Total current liabilities | 777,907 | ' | ' | ' |
Long-term bond payable | 16,336,933 | ' | ' | ' |
Total liabilities | 17,114,840 | ' | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' | ' | ' |
Accumulated other comprehensive income | -6,402 | ' | ' | ' |
Accumulated deficit | -819,727 | ' | ' | ' |
Total stockholders' equity | -826,129 | ' | ' | ' |
Total liabilities and stockholders' equity | $16,288,711 | ' | ' | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU4
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (OPERATIONS AND COMPREHENSIVE INCOME (LOSS)) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Interest income | $40,941 | $132 | $77,961 | $217 |
Interest (expense) | -515,291 | -160 | 881,556 | -160 |
Other income (expense) | -48,255 | -876 | -132,599 | -1,779 |
Total Other Income (Expense) | -522,605 | -904 | -936,194 | 4,278 |
Income (loss) from continuing operations before income taxes | 8,680,283 | -4,784,992 | 19,971,103 | -6,404,564 |
Net income (loss) from continuing operations | 6,815,736 | -4,837,344 | 15,204,872 | -6,456,916 |
Net income (loss) | 6,815,736 | -4,951,273 | 15,204,872 | -6,278,640 |
Foreign Currency translation gain | 348,923 | 337,560 | 2,381,934 | 337,560 |
COMPREHENSIVE INCOME (LOSS) | 7,164,659 | -4,613,713 | 17,586,806 | -5,941,080 |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $0.33 | ($0.50) | $0.73 | ($0.73) |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | $0.33 | ($0.51) | $0.73 | ($0.71) |
Scenario, Previously Reported [Member] | ' | ' | ' | ' |
Interest income | 27,079 | ' | 55,638 | ' |
Interest (expense) | -66,523 | ' | -109,677 | ' |
Other income (expense) | -7,458 | ' | -62,428 | ' |
Total Other Income (Expense) | -46,902 | ' | -116,467 | ' |
Income (loss) from continuing operations before income taxes | 9,155,986 | ' | 20,790,830 | ' |
Net income (loss) from continuing operations | 7,291,439 | ' | 16,024,599 | ' |
Net income (loss) | 7,291,439 | ' | 16,024,599 | ' |
Foreign Currency translation gain | 354,277 | ' | 2,388,336 | ' |
COMPREHENSIVE INCOME (LOSS) | 7,645,716 | ' | 18,412,935 | ' |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $0.35 | ' | $0.77 | ' |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | $0.35 | ' | $0.77 | ' |
Restatement Adjustment [Member] | ' | ' | ' | ' |
Interest income | 13,862 | ' | 22,323 | ' |
Interest (expense) | 448,768 | ' | 771,879 | ' |
Other income (expense) | 40,797 | ' | 70,171 | ' |
Total Other Income (Expense) | 475,703 | ' | 819,727 | ' |
Income (loss) from continuing operations before income taxes | -475,703 | ' | -819,727 | ' |
Net income (loss) from continuing operations | -475,703 | ' | -819,727 | ' |
Net income (loss) | -475,703 | ' | -819,727 | ' |
Foreign Currency translation gain | -5,354 | ' | -6,402 | ' |
COMPREHENSIVE INCOME (LOSS) | ($481,057) | ' | ($826,129) | ' |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | ($0.02) | ' | ($0.04) | ' |
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE | ($0.02) | ' | ($0.04) | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU5
RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (CASH FLOWS) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) from continuing operations | $15,204,872 | ($6,456,916) |
Change in assets and liabilities: | ' | ' |
Prepaid expenses | 285,139 | -2,895 |
Accrued liabilities | 960,545 | -146,527 |
Net Cash Provided by (Used in) Continuing Operations | 38,576,554 | -999,221 |
Net cash provided by operating activities | 38,576,554 | -899,150 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from long-term bond offering | 16,336,933 | ' |
Net Cash (Used in) Provided by Financing Activities | 15,915,199 | 1,108,923 |
Effect of Exchange Rate Fluctuation on Cash | 476,752 | 40,331 |
Net Increase in Cash | 39,772,715 | 13,253,579 |
Cash at Beginning of Period | 19,671,937 | 1,442,465 |
Cash at End of Period | 59,444,652 | 14,696,044 |
Scenario, Previously Reported [Member] | ' | ' |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) from continuing operations | 16,024,599 | ' |
Change in assets and liabilities: | ' | ' |
Prepaid expenses | 704,528 | ' |
Accrued liabilities | 182,638 | ' |
Net Cash Provided by (Used in) Continuing Operations | 39,037,763 | ' |
Net cash provided by operating activities | 39,027,763 | ' |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from long-term bond offering | ' | ' |
Net Cash (Used in) Provided by Financing Activities | -421,734 | ' |
Effect of Exchange Rate Fluctuation on Cash | 483,154 | ' |
Net Increase in Cash | 23,903,393 | ' |
Cash at Beginning of Period | 19,671,937 | ' |
Cash at End of Period | 43,575,330 | ' |
Restatement Adjustment [Member] | ' | ' |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) from continuing operations | -819,727 | ' |
Change in assets and liabilities: | ' | ' |
Prepaid expenses | -419,389 | ' |
Accrued liabilities | 777,907 | ' |
Net Cash Provided by (Used in) Continuing Operations | -461,209 | ' |
Net cash provided by operating activities | -461,209 | ' |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from long-term bond offering | 16,336,933 | ' |
Net Cash (Used in) Provided by Financing Activities | 16,336,933 | ' |
Effect of Exchange Rate Fluctuation on Cash | -6,402 | ' |
Net Increase in Cash | 15,869,322 | ' |
Cash at Beginning of Period | ' | ' |
Cash at End of Period | $15,869,322 | ' |
RELATED_PARTIES_Narrative_Deta
RELATED PARTIES (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Leased Assets [Line Items] | ' | ' | ' |
Proceeds from related party | $85,000 | $80,137 | ' |
Xidan Joy City [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Lease term | ' | '8 years | ' |
Average monthly rent expense | ' | $47,420 | ' |
RELATED_PARTIES_Schedule_of_Am
RELATED PARTIES (Schedule of Amounts Due to Related Parties) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | $122,184 | $41,341 |
Guangdong Endless Culture Co., Ltd. [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | ' | 4,814 |
Zhang Hongcheng [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to related parties | $122,184 | $36,527 |
SEGMENT_REPORTNG_Details
SEGMENT REPORTNG (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | $29,751,523 | $1,745,015 | $78,245,155 | $3,462,498 | ' |
Cost of revenues | 15,661,462 | 784,226 | 44,285,593 | 1,446,422 | ' |
Gross profit | 14,090,061 | 960,789 | 33,959,562 | 2,016,076 | ' |
Depreciation and amortization | 1,713,000 | 12,000 | 5,066,622 | 83,038 | ' |
Total assets | 227,060,169 | 158,411,000 | 227,060,169 | 158,411,000 | 167,795,219 |
Wholesale [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 13,978,000 | ' | 41,728,000 | ' | ' |
Cost of revenues | 11,127,000 | ' | 33,126,000 | ' | ' |
Gross profit | 2,851,000 | ' | 8,602,000 | ' | ' |
Depreciation and amortization | 63,000 | ' | 190,000 | ' | ' |
Total assets | 60,353,000 | ' | 60,353,000 | ' | ' |
Retail [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 2,517,000 | ' | 6,815,000 | ' | ' |
Cost of revenues | 1,843,000 | ' | 4,989,000 | ' | ' |
Gross profit | 674,000 | ' | 1,826,000 | ' | ' |
Depreciation and amortization | 221,000 | ' | 661,000 | ' | ' |
Total assets | 38,744,000 | ' | 38,744,000 | ' | ' |
Digital [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues | 13,256,000 | 1,745,000 | 29,702,000 | 3,462,000 | ' |
Cost of revenues | 2,691,000 | 784,000 | 6,170,000 | 1,446,000 | ' |
Gross profit | 10,565,000 | 961,000 | 23,532,000 | 2,016,000 | ' |
Depreciation and amortization | 1,429,000 | 12,000 | 4,215,000 | 83,000 | ' |
Total assets | $127,963,000 | $158,411,000 | $127,963,000 | $158,411,000 | ' |