Neulion (NEUL) 10-Q 2012 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission File Number:  000-53620

NEULION, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	98-0469479
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1600 Old Country Road, Plainview, New York	11803
(Address of principal executive offices)	(Zip Code)

(516) 622-8300

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o    No  x

As of August 10, 2012, there were 141,185,130 shares of the registrant’s Common Stock, $0.01 par value, outstanding.  

NEULION, INC.

TABLE OF CONTENTS

	Part I.  Financial Information	Page No.
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of
	June 30, 2012 (unaudited) and December 31, 2011	1
	Consolidated Statements of Operations and Comprehensive Loss for the
	Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	2
	Consolidated Statement of Equity for the
	Six Months Ended June 30, 2012 (unaudited)	3
	Consolidated Statements of Cash Flows for the
	Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	4
	Notes to Consolidated Financial Statements	5-11
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	12-23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 6.	Exhibits	25
SIGNATURES		26

PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

NEULION, INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars, unless otherwise noted)

	June 30,			December 31,
	2012			2011
	(unaudited)
	$			$
ASSETS
Current
Cash and cash equivalents		5,073,838			12,346,882
Accounts receivable, net of allowance for doubtful accounts of $78,736 and $64,132,
respectively		2,170,295			3,494,077
Other receivables		315,457			309,764
Inventory		754,224			797,436
Prepaid expenses and deposits		1,094,573			1,189,311
Due from related parties		1,394,874			734,452
Total current assets		10,803,261			18,871,922
Property, plant and equipment, net		3,495,080			4,294,476
Intangible assets, net		5,313,514			6,609,465
Goodwill		11,327,626			11,327,626
Other assets		169,622			226,266
Total assets		31,109,103			41,329,755
LIABILITIES AND EQUITY
Current
Accounts payable		7,881,085			9,597,359
Accrued liabilities		4,640,189			5,314,308
Due to related parties		10,221			13,298
Deferred revenue		4,727,683			6,624,693
Total current liabilities		17,259,178			21,549,658
Long-term deferred revenue		1,034,687			1,050,495
Other long-term liabilities		389,754			432,159
Deferred tax liability		516,094			299,094
Total liabilities		19,199,713			23,331,406
Redeemable preferred stock, net (par value: $0.01; authorized: 50,000,000; issued
and outstanding: 28,089,083)
Class 3 Preference Shares (par value: $0.01; authorized: 17,176,818; issued and
outstanding: 17,176,818)		10,000,000			10,000,000
Class 4 Preference Shares (par value: $0.01; authorized: 10,912,265; issued and
outstanding: 10,912,265)		4,879,637			4,864,591
Total redeemable preferred stock		14,879,637			14,864,591
Stockholders' equity
Common stock (par value: $0.01; authorized: 300,000,000; issued and outstanding:
141,185,130 and 140,012,310, respectively)		1,411,851			1,400,122
Additional paid-in capital		78,171,810			77,257,524
Promissory notes receivable		(209,250	)		(209,250	)
Accumulated deficit		(82,344,658	)		(75,314,638	)
Total (deficit) equity		(2,970,247	)		3,133,758
Total liabilities and equity		31,109,103			41,329,755

See accompanying notes

1

NEULION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(unaudited)

(Expressed in U.S. dollars, unless otherwise noted)

	Three months						Six months
	ended						ended
	June 30,						June 30,
	2012			2011			2012			2011
	$			$			$			$
Revenue
Services revenue		8,202,133			8,813,595			18,033,487			18,377,525
Equipment revenue		514,793			1,144,529			1,051,955			1,526,597
		8,716,926			9,958,124			19,085,442			19,904,122
Costs and expenses
Cost of services revenue, exclusive of depreciation and
amortization shown separately below		2,676,978			3,150,377			6,724,521			6,819,188
Cost of equipment revenue		390,227			826,326			856,919			1,137,888
Selling, general and administrative, including
stock-based compensation		6,082,672			6,344,930			12,509,531			13,256,343
Research and development		1,765,761			1,584,208			3,360,311			3,071,869
Depreciation and amortization		1,182,217			1,378,592			2,420,818			2,824,011
		12,097,855			13,284,433			25,872,100			27,109,299
Operating loss		(3,380,929	)		(3,326,309	)		(6,786,658	)		(7,205,177	)
Other income (expense)
Loss on foreign exchange		(16,558	)		(3,796	)		(30,439	)		(41,892	)
Investment income		1,830			6,909			4,077			20,819
		(14,728	)		3,113			(26,362	)		(21,073	)
Net and comprehensive loss before income taxes		(3,395,657	)		(3,323,196	)		(6,813,020	)		(7,226,250	)
Income taxes		(90,000	)		—			(217,000	)		—
Net and comprehensive loss		(3,485,657	)		(3,323,196	)		(7,030,020	)		(7,226,250	)
Net loss attributable to non-controlling interest		—			11,731			—			21,485
Net and comprehensive loss attributable to controlling interest		(3,485,657	)		(3,311,465	)		(7,030,020	)		(7,204,765	)
Adjustment to the carrying amount of redeemable preferred stock		—			420,889			—			153,233
Net and comprehensive loss attributable to NeuLion, Inc.
common stockholders		(3,485,657	)		(2,890,576	)		(7,030,020	)		(7,051,532	)
Net loss per weighted average number of shares
outstanding - basic and diluted		$(0.02	)		$(0.02	)		$(0.05	)		$(0.05	)
Weighted average number of shares
outstanding - basic and diluted		140,866,631			139,389,376			140,520,157			139,293,692

See accompanying notes

2

NEULION, INC.

CONSOLIDATED STATEMENT OF EQUITY

(unaudited)

(Expressed in U.S. dollars, unless otherwise noted)

					Additional				Promissory			Accumulated			Total
	Common stock				paid-in capital				notes			deficit			equity
		#	$		$				$			$			$
Balance, December 31, 2011		140,012,310		1,400,122		77,257,524				(209,250	)		(75,314,638	)		3,133,758
Accretion of issuance costs
on Class 4 Preference Shares		—		—		(15,046	)			—			—			(15,046	)
Stock-based compensation:
Issuance of common stock
under Directors’
Compensation Plan		547,820		5,479		23,854				—			—			29,333
Issuance of restricted stock		625,000		6,250		(39,318	)			—			—			(33,068	)
Stock options, warrants
and other compensation		—		—		944,796				—			—			944,796
Net loss		—		—		—		��		—			(7,030,020	)		(7,030,020	)
Balance, June 30, 2012		141,185,130		1,411,851		78,171,810				(209,250	)		(82,344,658	)		(2,970,247	)

See accompanying notes

3

NEULION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Expressed in U.S. dollars, unless otherwise noted)

	Three months						Six months
	ended						ended
	June 30,						June 30,
	2012			2011			2012			2011
	$			$			$			$
OPERATING ACTIVITIES
Net loss		(3,485,657	)		(3,323,196	)		(7,030,020	)		(7,226,250	)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization		1,182,217			1,378,592			2,420,818			2,824,011
Stock-based compensation		681,445			334,183			914,869			729,397
Deferred income taxes		90,000			—			217,000			—
Changes in operating assets and liabilities
Accounts receivable		691,310			(1,111,861	)		1,323,782			(1,209,429	)
Inventory		137,704			34,220			43,212			(113,082	)
Prepaid expenses, deposits and other assets		(24,653	)		210,308			151,382			(116,029	)
Other receivables		(40,002	)		17,669			(5,693	)		112,034
Due from related parties		(456,913	)		1,053,472			(660,422	)		966,157
Accounts payable		(1,641,215	)		(1,105,163	)		(1,716,274	)		(1,719,345	)
Accrued liabilities		(1,157,255	)		(613,148	)		(647,927	)		(329,882	)
Deferred revenue		(121,742	)		(315,061	)		(1,830,053	)		(1,911,769	)
Long-term liabilities		(22,372	)		(18,681	)		(42,406	)		(21,360	)
Due to related parties		(6,035	)		(500	)		(3,077	)		8,849
Cash used in operating activities		(4,173,168	)		(3,459,166	)		(6,864,809	)		(8,006,698	)
INVESTING ACTIVITIES
Purchase of property, plant and equipment		(86,187	)		(188,465	)		(408,235	)		(487,751	)
Cash used in investing activities		(86,187	)		(188,465	)		(408,235	)		(487,751	)
FINANCING ACTIVITIES
Private placement, net		—			4,903,906			—			4,903,906
Cash provided by financing activities		—			4,903,906			—			4,903,906
Net increase (decrease) in cash and cash equivalents
during the period		(4,259,355	)		1,256,275			(7,273,044	)		(3,590,543	)
Cash and cash equivalents, beginning of period		9,333,193			8,082,507			12,346,882			12,929,325
Cash and cash equivalents, end of period		5,073,838			9,338,782			5,073,838			9,338,782

See accompanying notes

4

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

1. Nature of Operations

NeuLion, Inc. (“NeuLion” or the “Company”) is a technology service provider that delivers live and on-demand content to Internet-enabled devices.  Through the Company’s cloud-based end-to-end solution, the Company builds and manages private, interactive digital networks that enable the Company’s customers to provide a destination for their subscribers to view and interact with their content.  The Company was incorporated on January 14, 2000 under the Canada Business Corporations Act and was domesticated under Delaware law on November 30, 2010.  The Company’s common stock is listed on the Toronto Stock Exchange (“TSX”).

The Company’s core business and business model has evolved from being a provider of professional information technology services and international programming to a provider of customized, end-to-end, interactive video services for a wide range of professional and collegiate sports properties, cable networks and operators, content owners and distributors, and telecommunication companies.  Shifts in consumer behavior drive technology requirements, and our technology empowers our customers to capitalize on the growing consumer demand for viewing video content on multiple types of Internet-enabled devices.  The Company’s technology enables delivery to a range of Internet-enabled devices, including personal computers, laptops, mobile devices, gaming consoles, tablets, Internet-enabled TVs, third-party set top boxes (“STBs”), standard TV sets that have Internet-connected STBs and other Internet-enabled consumer accessories.  The Company’s platform offers an end-to-end service, which includes content management, subscriber management, digital rights management, billing services, app creation, content delivery and advertising substitution.

2. Basis of Presentation and Significant Accounting Policies

The Company’s accounting policies are consistent with those presented in our annual consolidated financial statements as at December 31, 2011.  These interim unaudited consolidated financial statements do not include all footnote disclosures required by U.S. generally accepted accounting principles (“GAAP”) for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2011 as they appear in the Company’s Annual Report on Form 10-K.

These financial statements were prepared in conformity with U.S. GAAP, which requires management to make certain estimates that affect the reported amounts in the interim unaudited consolidated financial statements, and the disclosures made in the accompanying notes. Despite the Company’s intention to establish accurate estimates and use reasonable assumptions, actual results may differ from these estimates.  All significant intercompany transactions and accounts have been eliminated on consolidation.

In the opinion of management, these interim unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly the Company’s financial position as at June 30, 2012 and December 31, 2011 and the results of operations and cash flows for the three and six months ended June 30, 2012 and 2011.

5

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

Recently issued accounting standards

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU No. 2011-05”), which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in Other Comprehensive Income (“OCI”) by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all nonowner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income” (“ASU No. 2011-12”), which indefinitely defers the requirement in ASU No. 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively. The Company adopted ASU No. 2011-05 and ASU No. 2011-12 on January 1, 2012, and its application did not have a material impact on the Company's consolidated financial position or results of operations.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Testing Goodwill for Impairment” (“ASU No. 2011-08”), which allows entities to use a qualitative approach to test goodwill for impairment. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the provisions of ASU No. 2011-08 will not have a material impact on the Company's consolidated financial position or results of operations.

Advertising

Advertising costs are expensed as incurred and totaled $90,654 and $214,174 for the three and six months ended June 30, 2012, respectively (three and six months ended June 30, 2011 - $274,262 and $444,591, respectively).

3. Inventory

Inventory consists of the following:

	June 30,		December 31,
	2012		2011
	$		$
Raw materials		130,256		148,253
Finished goods		623,968		649,183
		754,224		797,436

6

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

4. Economic Dependence and Concentration of Credit Risk

As at June 30, 2012, one customer accounted for 18% of accounts receivable.

For the three and six months ended June 30, 2012, one customer accounted for 14% of revenue.

As at December 31, 2011, two customers accounted for 25% of accounts receivable: 11% and 14%.  For the three and six months ended June 30, 2011, one customer accounted for 14% of revenue.

5. Related Party Transactions

The Company has entered into certain transactions and agreements in the normal course of operations with related parties.  Significant related party transactions are as follows:

KyLin TV, Inc. (“KyLin TV”)

KyLin TV is an IPTV company that is controlled by the Chairman of the Board of Directors of the Company.  On June 1, 2008, the Company entered into an agreement with KyLin TV to build and deliver the setup and back office operations for KyLin TV’s IPTV service.  Effective April 1, 2012, the Company amended its agreement with KyLin TV, such that, in addition to the services previously provided, KyLin TV was appointed the exclusive distributor of the Company’s business to consumer (“B2C”) IPTV interests.  As exclusive distributor, KyLin TV will obtain, advertise and market all of the Company’s B2C content, in accordance with the terms of the amendment.  Accordingly, KyLin TV will now record the gross revenues from the Company’s B2C content as well as the associated license fees, whereas the Company will record revenues in accordance with the revised fee schedule in the amendment.  The Company also provides and charges KyLin TV for administrative and general corporate support.  The amounts received for these services provided by the Company for the three and six months ended June 30, 2012 were $80,976and $154,897, respectively (three and six months ended June 30, 2011 - $69,877 and $164,194, respectively).

New York Islanders Hockey Club, L.P. (“New York Islanders”)

The Company provides IT-related professional and administrative services to the New York Islanders, a professional hockey club that is owned by the Chairman of the Board of Directors of the Company.

Renaissance Property Associates, LLC (“Renaissance”)

Renaissance is a real estate management company owned by the Chairman of the Board of Directors of the Company.  In June 2009, the Company signed a sublease agreement with Renaissance for office space in Plainview, New York.  Rent expense paid by the Company to Renaissance of $105,124and $210,248, inclusive of taxes and utilities, is included in selling, general and administrative expense for the three and six months ended June 30, 2012, respectively (three and six months ended June 30, 2011 - $102,733 and $205,466, respectively).

Smile Train, Inc. (“Smile Train”)

The Company provides IT-related professional services to Smile Train, a public charity whose founder and significant benefactor is the Chairman of the Board of Directors of the Company.

7

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

The Company recognized revenue from related parties for the three and six months ended as follows:

	Three months				Six months
	ended				ended
	June 30,				June 30,
	2012		2011		2012		2011
	$		$		$		$
New York Islanders		67,730		78,519		146,560		168,686
Renaissance		30,000		30,000		60,000		60,000
Smile Train		27,000		27,000		54,000		54,000
KyLinTV		825,924		873,753		1,313,841		1,484,300
		950,654		1,009,272		1,574,401		1,766,986

As at June 30, 2012 and December 31, 2011, the amounts due from (to) related parties are as follows:

	June 30,			December 31,
	2012			2011
	$			$
New York Islanders		(10,221	)		(13,298	)
Renaissance		114			—
KyLin TV		1,394,760			734,452
		1,384,653			721,154

6. Loss Per Share

Basic loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding for the period, and excludes the effect of potential shares of common stock, as their inclusion would be anti-dilutive due to the losses recorded by the Company.

The following table summarizes the potential shares of common stock that was outstanding as at June 30, 2012 and December 31, 2011 that was not included in the computation of diluted loss per share as their effect would have been anti-dilutive.

	June 30,		December 31,
	2012		2011
		#		#
Class 3 Preference Shares		17,176,818		17,176,818
Class 4 Preference Shares		10,912,265		10,912,265
Stock options		17,110,313		15,980,375
Stock appreciation rights		675,000		675,000
Warrants		10,764,482		6,975,000
Retention warrants		615,550		626,750
Restricted stock		—		2,500,000

8

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

7.  Contingencies

During the ordinary course of business activities, the Company may be contingently liable for litigation and a party to claims.  Management believes that adequate provisions have been made in the accounts where required.  Although the extent of potential costs and losses, if any, is uncertain, management believes that the ultimate resolution of such contingencies will not have an adverse effect on the consolidated financial position or results of operations of the Company.

8. Segmented Information

The Company operates as one reportable segment to provide end-to-end enterprise-level IPTV and other professional services.  Substantially all of Company’s revenues originate from, and long-lived assets are located in, the United States. 

9. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes Recognition.”  The Company does not believe there are any uncertain tax positions under ASC 740.

The Company has not recorded an income tax benefit due to current year losses and the associated valuation allowance on the Company’s net operating losses.

10.  Redeemable Preferred Stock

The Company has 50,000,000 authorized shares of preferred stock, $0.01 par value per share, of which 17,176,818 shares have been designated as Class 3 Preference Shares and 10,912,265 have been designated as Class 4 Preference Shares.  

Class 3 Preference Shares

On September 29, 2010, the Company issued 17,176,818 Class 3 Preference Shares, at a price of CDN$0.60 per share in a private offering, for aggregate gross proceeds of $10,000,000.  Expenses related to the share issuance were $245,662.  The principal terms of the Class 3 Preference Shares are as follows:

Voting rights – The Class 3 Preference Shares have voting rights (one vote per share) equal to those of the Company’s common stock.

Dividend rights – The Class 3 Preference Shares carry a fixed cumulative dividend, as and when declared by our Board of Directors, of 8% per annum, accrued daily, compounded annually and payable in cash upon a liquidation event for up to five years, as well as the right to receive any dividends paid to holders of common stock.

Conversion rights – The holders of the Class 3 Preference Shares have the right to convert any or all of their Class 3 Preference Shares, at the option of the holder, at any time, into common stock on a one for one basis.  In addition, the Class 3 Preference Shares will automatically be converted into common stock in the event that the holders of a majority of the outstanding Class 3 Preference Shares consent to such conversion.  In the event of conversion to common stock, accrued but unpaid dividends shall be paid in cash and shall not increase the number of shares of common stock issuable upon such conversion.

9

NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

Redemption rights– At any time after five years from the date of issuance, the holders of a majority of the Class 3 Preference Shares may elect to have the Company redeem the Class 3 Preference Shares for an amount equal to CDN$0.60 per Class 3 Preference Share plus all accrued and unpaid dividends (the “Class 3 Redemption Amount”). At any time after five years from the date of issuance, the Company may, at its option, redeem the Class 3 Preference Shares for an amount equal to CDN$0.60 per Class 3 Preference Share plus all accrued and unpaid dividends.

On June 7, 2011, stockholders of the Company approved a resolution to amend the Company’s Certificate of Incorporation to change the Redemption Amount (as defined in the Certificate of Incorporation) of the Class 3 Preference Shares from CDN$0.60 to US$0.58218 per share, plus all accrued and unpaid dividends thereon.

Liquidation entitlement – In the event of any liquidation, dissolution or winding up of the Company, the holders of the Class 3 Preference Shares shall be entitled to receive, in preference to the holders of common stock, an amount equal to the aggregate Class 3 Redemption Amount.

Other provisions – There will be proportional adjustments for stock splits, stock dividends, recapitalizations and the like.

Accounting for Class 3 Preference Shares

If certain criteria are met, companies must bifurcate conversion options from their host instruments and account for them as free-standing derivative instruments.  The Company has evaluated the conversion option on the Class 3 Preference Shares and determined that the embedded conversion option should not be bifurcated.  Additionally, the Company analyzed the conversion feature and determined that the effective conversion price was higher than the market price at the date of issuance; therefore, no beneficial conversion feature was recorded.  The Company has classified the Class 3 Preference Shares as temporary equity because they are redeemable upon the occurrence of an event that is not solely within the control of the issuer.  As noted above, the holders of the Class 3 Preference Shares may demand redemption at any time after five years from the date of issuance.  As the redemption amount was originally denominated in Canadian dollars, the Company re-measured the redeemable preferred stock amount recorded in the consolidated balance sheet each period, based on prevailing exchange rates.  The resulting adjustment, along with the accretion of the issuance costs, was recorded in stockholders’ equity.

As a result of the aforementioned change in the Class 3 Redemption Amount, from CDN$0.60 to US$0.58218 per share, the Company adjusted the carrying amount of the Class 3 Preference Shares on June 7, 2011 to US$10,000,000.

Class 4 Preference Shares

On June 29, 2011, the Company issued 10,912,265 Class 4 Preference Shares, at a price of $0.4582 per share in a private offering, for aggregate gross proceeds of $5,000,000.  Expenses related to the share issuance were $150,454.  The principal terms of the Class 4 Preference Shares are as follows:

Voting rights – The Class 4 Preference Shares have voting rights (one vote per share) equal to those of the Company’s common stock.

Dividend rights – The Class 4 Preference Shares carry a fixed cumulative dividend at a rate of 8% per annum to be paid as and when declared by the Company’s Board of Directors.  Notwithstanding the foregoing, such dividends are automatically payable in cash upon a liquidation event or redemption by the Company for up to five years.

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NEULION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. dollars, unless otherwise noted)

Information as at June 30, 2012 and for the three and six months ended

June 30, 2012 and 2011 (unaudited)

Conversion rights – The holders of the Class 4 Preference Shares have the right to convert any or all of their Class 4 Preference Shares, at the option of the holder, at any time, into common stock on a one for one basis.  In addition, the Class 4 Preference Shares will automatically be converted into common stock in the event that the holders of a majority of the outstanding Class 4 Preference Shares consent to such conversion.  In the event of conversion to common stock, declared and accrued, but unpaid dividends shall be paid in shares of common stock based on a conversion price equal to the trading price of the common stock at the close of business on the last trading day prior to the date of conversion.

Redemption rights– At any time after five years from the date of issuance, the holders of a majority of the Class 4 Preference Shares may elect to have the Company redeem the Class 4 Preference Shares for an amount equal to $0.4582 per Class 4 Preference Share plus all declared and accrued, but unpaid, dividends (the “Class 4 Redemption Amount”).  At any time after five years from the date of issuance, the Company may, at its option, redeem the Class 4 Preference Shares for an amount equal to $0.4582 per Class 4 Preference Share plus all accrued and unpaid dividends.

Liquidation entitlement – In the event of any liquidation, dissolution or winding up of the Company, the holders of the Class 4 Preference Shares shall be entitled to automatically receive, in preference to the holders of common stock and Class 3 Preference Shares, an amount equal to $0.4582 per Class 4 Preference Share plus all accrued and unpaid dividends.

Other provisions – There will be proportional adjustments for stock splits, stock dividends, recapitalizations and the like.

Accounting for Class 4 Preference Shares

If certain criteria are met, companies must bifurcate conversion options from their host instruments and account for them as free-standing derivative instruments.  The Company has evaluated the conversion option on the Class 4 Preference Shares and determined that the embedded conversion option should not be bifurcated.  Additionally, the Company analyzed the conversion feature and determined that the effective conversion price was higher than the market price at the date of issuance; therefore, no beneficial conversion feature was recorded.  The Company has classified the Class 4 Preference Shares as temporary equity because they are redeemable upon the occurrence of an event that is not solely within the control of the issuer.  

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of the Company should be read in conjunction with our consolidated financial statements and accompanying notes for the three and six months ended June 30, 2012 and 2011, which have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).  All dollar amounts are in U.S. dollars (“US$” or “$”) unless stated otherwise.  As at August 10, 2012, the Bank of Canada noon rate for conversion of United States dollars to Canadian dollars (“CDN$”) was US$1 to CDN$0.9916.

Our MD&A is intended to enable readers to gain an understanding of our current results and financial position.  To do so, we provide information and analysis comparing the results of operations and financial position for the current period to those of the preceding comparable period.  We also provide analysis and commentary that we believe is required to assess our future prospects.  Accordingly, certain sections of this report contain forward-looking statements that are based on current plans and expectations.  These forward-looking statements are affected by risks and uncertainties that are discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 and below in the section titled “Cautions Regarding Forward-Looking Statements” and that could have a material impact on future prospects.  Readers are cautioned that actual results could vary from those forecasted in this MD&A.

Cautions Regarding Forward-Looking Statements

This MD&A contains certain forward-looking statements that reflect management’s expectations regarding our growth, results of operations, performance and business prospects and opportunities.

Statements about our future plans and intentions, results, levels of activity, performance, goals, achievements or other future events may constitute forward-looking statements.  Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements.  These statements reflect management’s current beliefs and are based on information available to management as at the date of this MD&A.

Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and we assume no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: our ability to develop and execute on our business plan, including further diversifying our customer base; continuing to invest in and expand our sports-related business; our ability to increase revenue; general economic and market segment conditions; our customers’ subscriber levels; the financial health of our customers;  our ability to pursue and consummate acquisitions in a timely manner; our continued relationships with our customers; our ability to negotiate favorable terms for contract renewals; competitor activity; product capability and acceptance rates; technology changes; regulatory changes; foreign exchange risk; interest rate risk; and credit risk.  A more detailed assessment of the risks that could cause actual results to materially differ from current expectations is contained in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2011, which is available on www.sec.gov and www.sedar.com.

Overview

NeuLion is a technology service provider delivering live and on-demand content to Internet-enabled devices.  Through our cloud-based end-to-end solution, we build and manage private, interactive digital networks that enable our customers to provide a destination for their subscribers to view and interact with their content.  We were incorporated on January 14, 2000 under the Canada Business Corporations Act and were domesticated under Delaware law on November 30, 2010.  Our common stock is listed on the Toronto Stock Exchange (“TSX”).

Our core business and business model has evolved from being a provider of professional information technology services and international programming to a provider of customized, end-to-end, interactive video services for a wide range of professional and collegiate sports properties, cable networks and operators, content owners and distributors, and telecommunication companies.  Shifts in consumer behavior drive technology requirements, and our technology empowers our customers to capitalize on the growing consumer demand for viewing video content on multiple types of Internet-enabled devices.  Our technology enables delivery to a range of Internet-enabled devices, including personal computers, laptops, mobile devices, gaming consoles, tablets, Internet-enabled TVs, third-party set top boxes (“STBs”), standard TV sets that have Internet-connected STBs and other Internet-enabled consumer accessories.  Our platform offers an end-to-end service, which includes content management, subscriber management, digital rights management, billing services, app creation, content delivery and advertising substitution.

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Overall Performance – Three months ended June 30, 2012 vs three months ended June 30, 2011

Highlights

Ø	Total revenue decreased by $1.3 million, or 13%, as compared to the same period a year ago.
Ø	Services revenue decreased by $0.6 million, or 7%, as compared to the same period a year ago.
Ø	Cost of services revenue, exclusive of depreciation and amortization, improved by 3%, as a percentage of services revenue, as compared to the same period a year ago.
Ø	Non-GAAP Adjusted EBITDA Loss (as defined below) improved by $0.1 million, or 6%, as compared to the same period a year ago.

Overview

Total revenue for the three months ended June 30, 2012 was $8.7 million, a decrease of $1.3million, or 13%, from $10.0 million for the three months ended June 30, 2011.  The change was a result of a decrease in services revenue of $0.6 million and a decrease in equipment revenue of $0.7 million.

The $0.6 million decrease in services revenue was primarily a result of a decrease in revenues from the Company’s business-to-consumer (“B2C”) business.

The $0.7 million decrease in equipment revenue was primarily a result of a decrease in purchases from an existing customer.

Our net loss attributable to common stockholders for the three months ended June 30, 2012 was $3.5 million, or a loss of $0.02 per basic and diluted share of common stock, compared with a net loss of $2.9 million, or a loss of $0.02per basic and diluted share of common stock, for the three months ended June 30, 2011.  The change in net loss attributable to common stockholders of $0.6 million, or 21%, was due to the following:

· a decrease in total revenue of $1.3 million;

· an increase in stock-based compensation of $0.3 million (non-cash item);

· an increase in research and development costs of $0.2 million;

· an adjustment to the carrying amount of redeemable preferred stock of $0.4 million for the three months ended June 30, 2011 (non-cash item); and

· an increase in deferred income taxes of $0.1 million (non-cash item).

offset by the following:

· a decrease in cost of revenue of $0.9 million;

· a decrease  in selling, general and administrative expenses, excluding stock-based compensation of $0.6 million; and

· a decrease in depreciation and amortization of $0.2 million (non-cash item).

 Our non-GAAP Adjusted EBITDA Loss (as defined below) was $1.5 million for the three months ended June 30, 2012, compared with $1.6millionfor the three months ended June 30, 2011.  The improvement in non-GAAP Adjusted EBITDA Loss was due to the impact of the items noted in the net loss discussion above.  

We report non-GAAP Adjusted EBITDA Loss because it is a key measure used by management to evaluate our results and make strategic decisions about the Company, including potential acquisitions.  Non-GAAP Adjusted EBITDA Loss represents net loss before interest, income taxes, depreciation and amortization, stock-based compensation, unrealized gain/loss on derivatives, investment income, non-controlling interests and foreign exchange gain/loss.   This measure does not have any standardized meaning prescribed by U.S. GAAP and therefore is unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as an alternative to measures of financial performance or changes in cash flows calculated in accordance with U.S. GAAP.

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The reconciliation from net loss to non-GAAP Adjusted EBITDA Loss is as follows:

	Three months ended,
	June 30,
	2012			2011
	$			$
Consolidated net loss on a GAAP basis		(3,485,657	)		(3,323,196	)
Depreciation and amortization		1,182,217			1,378,592
Stock-based compensation		681,445			334,183
Income taxes		90,000			0
Interest income and foreign exchange loss		14,728			(3,113	)
Non-GAAP Adjusted EBITDA Loss		(1,517,267	)		(1,613,534	)

Overall Performance – Six months ended June 30, 2012 vs six months ended June 30, 2011

Highlights

Ø	Total revenue decreased by $0.8 million, or 4%, as compared to the same period a year ago.
Ø	Services revenue decreased by $0.4 million, or 2%, as compared to the same period a year ago.
Ø	Cost of services revenue, exclusive of depreciation and amortization, remained constant, as a percentage of services revenue, as compared to the same period a year ago.
Ø	Non-GAAP Adjusted EBITDA Loss (as defined below) improved by $0.2 million, or 5%, as compared to the same period a year ago.

Overview

Total revenue for the six months ended June 30, 2012 was $19.1 million, a decrease of $0.8million, or 4%, from $19.9 million for the six months ended June 30, 2011.  The change was a result of a decrease in services revenue of $0.4 million and a decrease in equipment revenue of $0.4 million.

The $0.4 million decrease in services revenue was primarily a result of a decrease in revenues from our B2C business, offset by an increase in revenues from our College Sports business.

The $0.4 million decrease in equipment revenue was a result of a decrease in purchases from an existing customer.

Our net loss attributable to common stockholders for the six months ended June 30, 2011 and 2012 was $7.0 million, or a loss of $0.05 per basic and diluted share of common stock.   Our non-GAAP Adjusted EBITDA Loss (as defined below) was $3.5 million for the six months ended June 30, 2012, compared with $3.7millionfor the six months ended June 30, 2011.  

The improvement in non-GAAP Adjusted EBITDA Loss of $0.2 million, or 5%, was due to the following:

· a decrease in cost of revenue of $0.4 million; and

· a decrease  in selling, general and administrative expenses, excluding stock-based compensation of $0.9 million.

offset by the following:

 

· a decrease in total revenue of $0.8 million; and

· an increase in research and development expenses of $0.3 million.

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The reconciliation from net loss to non-GAAP Adjusted EBITDA Loss is as follows:

Consolidated Statement of Operations Reconciliation:
	Six months ended,
	June 30,
	2012			2011
	$			$
Consolidated net loss on a GAAP basis		(7,030,020	)		(7,226,250	)
Depreciation and amortization		2,420,818			2,824,011
Stock-based compensation		914,869			729,397
Income taxes		217,000			0
Interest income and foreign exchange loss		26,362			21,073
Non-GAAP Adjusted EBITDA Loss		(3,450,971	)		(3,651,769	)

Revenue

We earn revenue from four broad categories of customers:

· TV Everywhere

This category represents all of our non-sports customers that own content rights, including content aggregators and distributors.  These customers include Dish Network, KyLin TV, Sky Angel, BTN2GO and the Independent Film Channel.

· Pro Sports

This category represents all of our major, minor and junior sports league customers.  These customers include the National Football League (NFL), the National Hockey League (NHL), the National Basketball Association (NBA), Ultimate Fighting Championship (UFC), Major League Soccer (MLS) and the American Hockey League (AHL).

· College Sports

This category represents all of our college and collegiate conference customers.  We partner with many National Collegiate Athletic Association (NCAA) schools and have agreements in place with over 150 colleges, universities and related websites.

· Other

This category includes our B2C business, in which we market our own content directly to customers, and various consulting services.  Effective April 1, 2012, the Company amended its agreement with KyLin TV, such that, in addition to the services previously provided, KyLin TV was appointed the exclusive distributor of the Company’s B2C IPTV interests.  As exclusive distributor, KyLin TV will obtain, advertise and market all of the Company’s B2C content, in accordance with the terms of the amendment.  Accordingly, KyLin TV will now record the gross revenues from the Company’s B2C content as well as the associated license fees, whereas the Company will record revenues in accordance with the revised fee schedule in the amendment.

Within each of these four categories of customers, revenue is categorized as follows:

· Services revenue, which consists of:

§ Setup fees - non-recurring and charged to customers for design, setup and implementation services.

§ Monthly/annual fees - recurring and charged to customers for ongoing hosting, support and maintenance.

§ Variable fees - recurring and earned through subscriptions, usage, advertising, support and eCommerce.

v Subscription revenue consists of recurring revenue based on the number of subscribers.  Revenue is typically generated on a monthly, quarterly or annual basis and can be either a fixed fee per user or a variable fee based on a percentage of the subscription price.

v Usage fees are charged to our customers for bandwidth and storage.

v Advertising revenues are earned through the insertion of advertising impressions on websites and in streaming video at a cost per thousand impressions.

v Support revenue consists of fees charged to our customers for providing customer support to their end users.

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v eCommerce revenues are earned through providing customers with ticketing and retail merchandising web solutions.

· Equipment revenue, which is non-recurring, consists of the sale of STBs to content partners and/or end users and is recognized when title to a STB passes to our customer.  Shipping revenue, STB rentals and computer hardware sales are also included in equipment revenue.

Cost and Expenses

Cost of services revenue

Cost of services revenue primarily consists of:

· royalty payments;

· broadcast operating costs (teleport fees, bandwidth usage fees, colocation fees); and

· cost of advertising revenue, which is subject to revenue shares with the content provider.

Cost of equipment revenue

Cost of equipment revenue primarily consists of purchases of STB products and parts for resale to customers.  Shipping costs are included in cost of equipment revenue.

Selling, general and administrative expenses, including stock-based compensation

Selling, general and administrative (“SG&A”) costs, including stock-based compensation, include:

· Wages and benefits – represents compensation for our full-time and part-time employees as well as fees for consultants who we use from time to time;

· Stock-based compensation – represents the estimated fair value of our options, warrants and stock appreciation rights (“Convertible Securities”) for financial accounting purposes, prepared using the Black-Scholes-Merton model, which requires a number of subjective assumptions, including assumptions about the expected life of the Convertible Securities, risk-free interest rates, dividend rates, forfeiture rates and the future volatility of the price of our shares of common stock.   The estimated fair value of the Convertible Securities is expensed over the vesting period, which is normally four years, with the Convertible Securities vesting in equal amounts each month.  However, our Board of Directors has the discretion to grant options with different vesting periods; 

· Marketing – represents expenses for both global and local marketing programs that focus on corporate marketing activities (B2B) and marketing campaigns for various sports and international properties (B2C), that pre-existed the new distribution agreement with KyLin TV.  These initiatives entail both online and traditional expenditures and include search engine marketing, digital media purchases, e-mail and social media marketing, grassroots and event marketing, print and radio advertising, and reseller/affiliate sales channels;

· Professional fees – represents legal, accounting, and public and investor relations expenses; and

· Other SG&A expenses –represents travel expenses, rent, office supplies, corporate IT services, credit card processing fees and other general operating expenses.

Research and development

Research and development costs primarily consist of wages and benefits for research and development department personnel.

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RESULTS OF OPERATIONS

Comparison of Three Months Ended June 30, 2012 to Three Months Ended June 30, 2011

Our consolidated financial statements for the three months ended June 30, 2012 and 2011 have been prepared in accordance with U.S. GAAP.  A comparison of our results of operations for the three months ended June 30, 2012 and 2011 is as follows:

	2012			2011			Change
	$			$				%
Revenue
Services revenue		8,202,133			8,813,595			-7%
Equipment revenue		514,793			1,144,529			-55%
		8,716,926			9,958,124			-12%
Costs and expenses
Cost of services revenue, exclusive of depreciation
and amortization shown separately below		2,676,978			3,150,377			-15%
Cost of equipment revenue		390,227			826,326			-53%
Selling, general and administrative,  including
stock-based compensation		6,082,672			6,344,930			-4%
Research and development		1,765,761			1,584,208			11%
Depreciation and amortization		1,182,217			1,378,592			-14%
		12,097,855			13,284,433			-9%
Operating loss		(3,380,929	)		(3,326,309	)		2%
Other income (expense)
Loss on foreign exchange		(16,558	)		(3,796	)		336%
Interest income		1,830			6,909			-74%
		(14,728	)		3,113			-573%
Net and comprehensive loss before income taxes		(3,395,657	)		(3,323,196	)		2%
Income taxes		(90,000	)		-			-
Net and comprehensive loss		(3,485,657	)		(3,323,196	)		5%
Net loss attributable to non-controlling interest		-			11,731			-100%
Net loss and comprehensive loss attributable to controlling interest		(3,485,657	)		(3,311,465	)		5%
Adjustment to the carrying amount of redeemable preferred stock		-			420,889			-100%
Net and comprehensive loss attributable to NeuLion, Inc. common stockholders		(3,485,657	)		(2,890,576	)		21%

Revenue

Services revenue

Services revenue decreased from $8.8 million for the three months ended June 30, 2011 to $8.2 million for the three months ended June 30, 2012.  Services revenue includes revenue from TV Everywhere, Pro Sports, College Sports and Other customers and is comprised of set-up fees, annual/monthly fees and variable fees.  Period-over-period variances in each sector are detailed below: 

TV Everywhere

Revenue from TV Everywhere customers increased from $2.3 million for the three months ended June 30, 2011 to $2.6 million for the three months ended June 30, 2012.  The $0.3 million increase was a result of an increase in monthly/annual fees of $0.2 million and variable subscription fees of $0.1 million.

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Pro Sports

Revenue from Pro Sports customers decreased from $3.2 million for the three months ended June 30, 2011 to $2.6 million for the three months ended June 30, 2012.  The $0.6 million decrease was the result of a decrease in set up fees of $0.4 million and a decrease in variable usage fees of $0.2 million.

College Sports

Revenue from College Sports customers increased from $2.2 million for the three months ended June 30, 2011 to $2.4 million for the three months ended June 30, 2012.  The $0.2 million increase was the result of an increase in variable subscription fees of $0.1 million and variable advertising fees of $0.1 million.

Other

Revenue from Other customers decreased from $1.1 million for the three months ended June 30, 2011 to $0.6 million for the three months ended June 30, 2012.  The $0.5 million change primarily resulted from a decrease in variable subscription fees, as a result of our amended agreement with KyLin TV, discussed previously.

Equipment revenue

Equipment revenue decreased from $1.2million for the three months ended June 30, 2011 to $0.5 million for the three months ended June 30, 2012.The $0.7 million change was due to a decrease in purchases by an existing customer.  Over 85% of our equipment revenue is generated from our TV Everywhere customers.

Costs and Expenses

Cost of services revenue

Cost of services revenue decreased from $3.2 million for the three months ended June 30, 2011 to $2.7 million for the three months ended June 30, 2012.  Cost of services revenue as a percentage of services revenue improved from 36% for the three months ended June 30, 2011 to 33% for the three months ended June 30, 2012.  The 3% improvement (as a percentage of services revenue) primarily relates to the amendment we signed with KyLin TV discussed previously.

Cost of equipment revenue

Cost of equipment revenue decreased from $0.8 million for the three months ended June 30, 2011 to $0.4 million for the three months ended June 30, 2012.  Cost of equipment revenue as a percentage of equipment revenue increased from 72% for the three months ended June 30, 2011 to 76% for the three months ended June 30, 2012.  

Selling, general and administrative, including stock-based compensation

Selling, general and administrative, including stock-based compensation, decreased from $6.3million for the three months ended June 30, 2011 to $6.1 million for the three months ended June 30, 2012.  The individual variances are as follows:

· Wages and benefits decreased from $4.4 million for the three months ended June 30, 2011 to $4.0 million for the three months ended June 30, 2012.  The $0.4 million decrease was a result of the amendment we signed with KyLin TV discussed previously.

· Stock-based compensation expense increased from $0.3 million for the three months ended June 30, 2011 to $0.7million for the three months ended June 30, 2012.  The increase of $0.4 million was due to the issuance of approximately two million fully vested warrants to a consulting firm during the three months ended June 30, 2012.

· Marketing expenses decreased from $0.3 million for the three months ended June 30, 2011 to $0.1 million for the three months ended June 30, 2012.  The $0.2 million decrease was a result of the amendment we signed with KyLin TV discussed previously.

· Professional fees decreased from $0.5 million for the three months ended June 30, 2011 to $0.4 million for the three months ended June 30, 2012.   

· Other SG&A expenses increased from $0.8 million for the three months ended June 30, 2011 to $0.9 million for the three months ended June 30, 2012.    

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Research and development

 Research and development costs increased from $1.6 million for the three months ended June 30, 2011 to $1.8 million for the three months ended June 30, 2012.   The $0.2 million increase was a result of an increase in employees.

Depreciation and amortization

Depreciation and amortization decreased from $1.4million for the three months ended June 30, 2011 to $1.2 million for the three months ended June 30, 2012.   The $0.2 million decrease was the result of fixed assets being fully depreciated subsequent to June 30, 2011.

 Comparison of Six Months Ended June 30, 2012 to Six Months Ended June 30, 2011

Our consolidated financial statements for the six months ended June 30, 2012 and 2011 have been prepared in accordance with U.S. GAAP.  A comparison of our results of operations for the six months ended June 30, 2012 and 2011 is as follows:

	2012			2011			Change
		$		$				%
Revenue
Services revenue		18,033,487			18,377,525			-2%
Equipment revenue		1,051,955			1,526,597			-31%
		19,085,442			19,904,122			-4%
Costs and expenses
Cost of services revenue, exclusive of depreciation
and amortization shown separately below		6,724,521			6,819,188			-1%
Cost of equipment revenue		856,919			1,137,888			-25%
Selling, general and administrative,  including
stock-based compensation		12,509,531			13,256,343			-6%
Research and development		3,360,311			3,071,869			9%
Depreciation and amortization		2,420,818			2,824,011			-14%
		25,872,100			27,109,299			-5%
Operating loss		(6,786,658	)		(7,205,177	)		-6%
Other income (expense)
Loss on foreign exchange		(30,439	)		(41,892	)		-27%
Interest income		4,077			20,819			-80%
		(26,362	)		(21,073	)		25%
Net and comprehensive loss before income taxes		(6,813,020	)		(7,226,250	)		-6%
Income taxes		(217,000	)		-			-
Net and comprehensive loss		(7,030,020	)		(7,226,250	)		-3%
Net loss attributable to non-controlling interest		-			21,485			-100%
Net and comprehensive loss attributable to controlling interest		(7,030,020	)		(7,204,765	)		-2%
Adjustment to the carrying amount of redeemable preferred stock		-			153,233			-100%
Net and comprehensive loss attributable to NeuLion, Inc. common stockholders		(7,030,020	)		(7,051,532	)		0%

Revenue

Services revenue

Services revenue decreased from $18.4 million for the six months ended June 30, 2011 to $18.0 million for the six months ended June 30, 2012.  Services revenue includes revenue from TV Everywhere, Pro Sports, College Sports and Other customers and is comprised of set-up fees, annual/monthly fees and variable fees.  Period-over-period variances in each sector are detailed below:  

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TV Everywhere

Revenue from TV Everywhere customers increased from $4.6 million for the six months ended June 30, 2011 to $5.1 million for the six months ended June 30, 2012.  The $0.5 million increase was a result of an increase in monthly/annual fees of $0.3 million and in variable subscription fees of $0.2 million.

Pro Sports

 Revenue from Pro Sports customers decreased from $6.5 million for the six months ended June 30, 2011 to $6.3 million for the six months ended June 30, 2012.  The $0.2 million decrease was the result of a decrease in revenues from set-up fees.

College Sports

Revenue from College Sports customers increased from $5.0 million for the six months ended June 30, 2011 to $5.2 million for the six months ended June 30, 2012.  The $0.2 million increase was a result of an increase in variable subscription fees.

Other

Revenue from Other customers decreased from $2.3 million for the six months ended June 30, 2011 to $1.4 million for the six months ended June 30, 2012.  The $0.9 million change primarily resulted from a decrease in variable subscription fees, as a result of our amended agreement with KyLin TV, discussed previously.

Equipment revenue

Equipment revenue decreased from $1.5million for the six months ended June 30, 2011 to $1.1 million for the six months ended June 30, 2012.The $0.4 million change was due to a decrease in purchases by an existing customer.  Over 85% of our equipment revenue is generated from our TV Everywhere customers.

Costs and Expenses

Cost of services revenue

Cost of services revenue decreased from $6.8 million for the six months ended June 30, 2011 to $6.7 million for the six months ended June 30, 2012.  Cost of services revenue as a percentage of services revenue remained constant at 37% for the six months ended June 30, 2011 and 2012.  

Cost of equipment revenue

Cost of equipment revenue decreased from $1.1 million for the six months ended June 30, 2011 to $0.9 million for the six months ended June 30, 2012.  Cost of equipment revenue as a percentage of equipment revenue increased from 75% for the six months ended June 30, 2011 to 81% for the six months ended June 30, 2012.  

Selling, general and administrative, including stock-based compensation

Selling, general and administrative, including stock-based compensation, decreased from $13.3million for the six months ended June 30, 2011 to $12.5 million for the six months ended June 30, 2012.  The individual variances are as follows:

· Wages and benefits decreased from $8.9 million for the six months ended June 30, 2011 to $8.4 million for the three months ended June 30, 2012.  The $0.5 million decrease was a result of the amendment we signed with KyLin TV, discussed previously.

· Stock-based compensation expense increased from $0.7 million for the six months ended June 30, 2011 to $0.9million for the six months ended June 30, 2012.  The increase of $0.2 million was due to the issuance of approximately two million fully vested warrants to a consulting firm during the three months ended June 30, 2012 offset by stock issued to a consultant and restricted stock issued during the three months ended June 30, 2011.

· Marketing expenses decreased from $0.4 million for the six months ended June 30, 2011 to $0.2 million for the six months ended June 30, 2012.  The $0.4 million decrease was a result of the amendment we signed with KyLin TV, discussed previously.

· Professional fees were $0.9 million for the six months ended June 30, 2011 and 2012.   

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· Other SG&A expenses decreased from $2.4 million for the six months ended June 30, 2011 to $2.1 million for the six months ended June 30, 2012.  The $0.3 million decrease was primarily a result of a decrease in travel. 

Research and development

Research and development costs increased from $3.1 million for the six months ended June 30, 2011 to $3.4 million for the six months ended June 30, 2012.    The $0.3 million increase was a result of an increase in employees.

Depreciation and amortization

Depreciation and amortization decreased from $2.8million for the six months ended June 30, 2011 to $2.4 million for the six months ended June 30, 2012.   The $0.4 million decrease was the result of fixed assets being fully depreciated subsequent to June 30, 2011.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position was $5.1 million at June 30, 2012.  For the six months ended June 30, 2012, we used $6.9 million to fund operations, which included cash inflows from changes in operating assets and liabilities of $3.4 million.   Additionally, we spent $0.4 million to purchase fixed assets.

As of June 30, 2012, our principal sources of liquidity included cash and cash equivalents of $5.1 million and trade accounts receivable of $2.2 million.  We continue to closely monitor our cash balances to ensure that we have sufficient cash on hand to meet our operating needs.  Management believes that we have sufficient liquidity to meet our working capital and capital expenditure requirements for the next twelve months.

At June 30, 2012, approximately 67% of our cash and cash equivalents were held in accounts with U.S. banks that received a BBB+ rating from Standard and Poor’s and an A3 rating from Moody’s.  The Company believes that these U.S. financial institutions are secure notwithstanding the current global economy and that we will be able to access the remaining balance of bank deposits.  Our investment policy is to invest in low-risk short-term investments which are primarily term deposits.  We have not had a history of any defaults on these term deposits, nor do we expect any in the future given the short term to maturity of these investments.

 Our business as currently operated is still in its early stages, with only a few years of operating history.  Our core business and business model has evolved from being a provider of professional information technology services and international programming to a provider of customized, end-to-end interactive, video services for a wide range of professional and collegiate sports properties, cable networks and operators, content owners and distributors, and telecommunication companies.  From our inception, we have incurred substantial net losses and have an accumulated deficit of $82.4 million; however, our non-GAAP Adjusted EBITDA Losses (as previously defined) have continuously improved period-over-period and management expects this trend to continue.  We continue to review our operating structure in an attempt to maximize revenue opportunities, further reduce costs and achieve profitability.  Based on our current business plan and internal forecasts, and considering the risks that are present in the current global economy, we believe that our cash on hand will be sufficient to meet our working capital and operating cash requirements for the next twelve months.  However, we will require expenditures of significant funds for marketing, building our subscriber management systems, programming and website development, maintaining adequate video streaming and database software, pursuing and maintaining channel distribution agreements with our channel partners, fees relating to acquiring and maintaining Internet streaming rights to our content and the construction and maintenance of our delivery infrastructure and office facilities.  Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the risks detailed in our Annual Report on Form 10-K for the fiscal year December 31, 2011.  If our actual cash needs are greater than forecasted and if cash on hand is insufficient to meet our working capital and cash requirements for the next twelve months, we will require outside capital in addition to cash flow from operations in order to fund our business.  Our short operating history, our current lack of profitability and the prolonged upheaval in the capital markets could each or all be factors that might negatively impact our ability to obtain outside capital on reasonable terms, or at all.  If we were ever unable to obtain needed capital, we would reevaluate and reprioritize our planned capital expenditures and operating activities.  We cannot assure you that we will ultimately be able to generate sufficient revenue or reduce our costs in the anticipated time frame to become profitable and have sustainable net positive cash flows. 

Working Capital Requirements

Our net working capital deficit at June 30, 2012 was $(6.5)million, a decrease of $3.8 million from the December 31, 2011 net working capital deficit of $(2.7) million.  Our working capital ratios at June 30, 2012 and December 31, 2011 were 0.63 and 0.88, respectively.  Included in current liabilities at June 30, 2012 and December 31, 2011 are approximately $4.7 million and $6.6 million, respectively, of liabilities (deferred revenue) that we do not anticipate settling in cash.  Excluding these liabilities, our working capital ratios at June 30, 2012 and December 31, 2011 were 0.86 and 1.26, respectively.

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The change in working capital was primarily due to a decrease in current assets of $8.1 million offset by a decrease in current liabilities of $4.3 million.

Current assets at June 30, 2012 were $10.8 million, a decrease of $8.1 million from the December 31, 2011 balance of $18.9 million.  The decrease was primarily the result of a decrease in cash and cash equivalents of $7.3 million and a decrease in accounts receivable of $1.3 million, offset by an increase in due from related parties of $0.7 million.

Current liabilities at June 30, 2012 were $17.3 million, a decrease of $4.3 million from the December 31, 2011 balance of $21.6 million.  The change was due to a decrease in deferred revenue of $1.9 million, a decrease in accounts payable of $1.7 million and a decrease in accrued liabilities of $0.7 million.

Cash Flows

Summary balance sheet data:

	As at
	June 30,  2012		December 31, 2011
	$		$
Current Assets
Cash and cash equivalents		5,073,838		12,346,882
Accounts receivable, net		2,170,295		3,494,077
Other receivables		315,457		309,764
Inventory, net		754,224		797,436
Prepaid expenses and deposits		1,094,573		1,189,311
Due from related parties		1,394,874		734,452
Total current assets		10,803,261		18,871,922
Current Liabilities
Accounts payable		7,881,085		9,597,359
Accrued liabilities		4,640,189		5,314,308
Due to related parties		10,221		13,298
Deferred revenue		4,727,683		6,624,693
Total current liabilities		17,259,178		21,549,658
Working capital ratio		0.63		0.88

Comparative summarized cash flows:

	Three months ended						Six months ended
	June 30						June 30
	2012			2011			2012			2011
	$			$			$			$
Cash used in operating activities		(4,173,168	)		(3,459,166	)		(6,864,809	)		(8,006,698	)
Cash used in investing activities		(86,187	)		(188,465	)		(408,235	)		(487,751	)
Cash provided by financing activities		-			4,903,906			-			4,903,906

Operating activities
 

Cash used in operating activities for the six months ended June 30, 2012 was $6.9million.  Changes in net cash used in operating activities reflect the consolidated net loss of $7.0millionfor the period:

· plus non-cash items in the amount of $3.5 million,which relates to stock-based compensation, depreciation and amortization, and deferred income taxes; and

· less changes in operating assets and liabilities of $3.4million.

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Investing activities

Cash used in investing activities for the six months ended was$0.4million.  These funds were used to purchase fixed assets.

Financing activities

No cash was provided by or used in financing activities.

Recently Issued Accounting Standards

 In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU No. 2011-05”), which improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in Other Comprehensive Income (“OCI”) by eliminating the option to present components of OCI as part of the statement of changes in stockholders' equity. The amendments in this standard require that all nonowner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income” (“ASU No. 2011-12”), which indefinitely defers the requirement in ASU No. 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied retrospectively. We adopted ASU No. 2011-05 and ASU No. 2011-12 on January 1, 2012, and its application did not have a material impact on the Company's consolidated financial position or results of operations.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, “Testing Goodwill for Impairment” (“ASU No. 2011-08”), which allows entities to use a qualitative approach to test goodwill for impairment. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of the provisions of ASU No. 2011-08 will not have a material impact on our consolidated financial position or results of operations.

Off Balance Sheet Arrangements

The Company did not have any off balance sheet arrangements as of June 30, 2012.

OUTSTANDING SHARE DATA

We had a total of 141,185,130 shares of common stock outstanding at August 10, 2012.  In addition, at such date we had outstanding, in the aggregate, 57,254,428Class 3 Preference Shares, Class 4 Preference Shares, options, stock appreciation rights, warrants, retention warrants and restricted stock, each of which is exchangeable for one share of common stock upon exercise or conversion.

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Item 3.                  Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4.                  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, our management, including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2012.

Changes in Internal Control over Financial Reporting

During our most recent fiscal quarter, no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.                  Unregistered Sales of Equity Securities and Use of Proceeds.

1.          On June 20, 2012, the Company issued shares of common stock, without registration under the Securities Act of 1933, as amended (the “Securities Act”), to non-management directors pursuant to the Company’s Directors’ Compensation Plan as compensation for their services for the first half of 2012 in the following aggregate amounts:

John R. Anderson	54,503
Gabriel A. Battista	37,915
Shirley Strum Kenny	85,308
David Kronfeld	90,047
Charles B. Wang	90,047
Total	357,820

The aggregate value of the 357,820 shares of common stock issued to Dr. Kenny and Messrs. Anderson, Battista, Kronfeld and Wang was $75,500 on the date of issuance.  The Company sold these shares pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act and Regulation D promulgated there under.  This issuance qualified for exemption from registration under the Securities Act because (i) each of the directors was an accredited investor at the time of the sale, (ii) the Company did not engage in any general solicitation or advertising in connection with the sale, and (iii) each of the directors received restricted securities.

2.           On May 9, 2012 (the “Issuance Date”), the Company executed a warrant certificate in favor of Raine Advisors LLC, a consultant, for the issuance of up to 3,789,482 warrants of the Company to purchase up to such number of shares of common stock of the Company at an exercise price of $0.2201 per share.  On the Issuance Date, 1,894,741 warrants automatically vested.  The remaining 1,894,741 warrants shall vest on such date that occurs prior to the expiration date, which shall be 10 years from the Issuance Date, upon Raine’s satisfaction of certain conditions set forth in the warrant certificate.  The Company issued the warrants in reliance on an exemption from registration requirements of the Securities Act afforded by Rule 506 promulgated thereunder.

3.           On June 4, 2012, the Company granted to employees 3,000,000 stock options to purchase 3,000,000 shares of company stock of the Company under the Company’s Second Amended and Restated Stock Option Plan, as amended, with an exercise price of $0.18 per common stock.  The stock options vest over four years, in equal increments of 25%, on each anniversary of the date of the grant.  The Company offered and sold the stock options to persons residing in the United States in reliance on the exemption from the registration requirements of the Securities Act afforded by Section 4(2) thereunder and to persons residing outside the United States in reliance on the exemption from the registration requirements of the Securities Act afforded by Regulation S thereunder.

Item 6.                  Exhibits

The exhibits listed below are filed as part of this report.

Exhibit No.		Description
31.1	*	Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	*	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith.  As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

	NEULION, INC.
Date:  August 14, 2012	/s/ Nancy Li
	Name:  Nancy Li
	Title:  Chief Executive Officer
Date:  August 14, 2012	/s/ Arthur J. McCarthy
	Name:  Arthur J. McCarthy
	Title:  Chief Financial Officer

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