Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | yod | |
Entity Registrant Name | YOU ON DEMAND HOLDINGS, INC. | |
Entity Central Index Key | 837,852 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,027,924 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 4,356,761 | $ 10,812,371 |
Accounts receivable, net | 2,578,745 | 1,091,076 |
Licensed content, current | 969,250 | 1,041,609 |
Prepaid expenses | 522,505 | 196,474 |
Other current assets | 44,790 | 22,442 |
Total current assets | 8,472,051 | 13,163,972 |
Property and equipment, net | 198,315 | 320,671 |
Licensed content, non-current | 27,118 | 35,648 |
Intangible assets, net | 2,482,398 | 2,320,103 |
Goodwill | 6,648,911 | 6,648,911 |
Long-term equity investments | 688,672 | 850,054 |
Other non-current assets | 279,476 | 365,006 |
Total assets | 18,796,941 | 23,704,365 |
Current liabilities: | ||
Accounts payable (including accounts payable of consolidated variable interest entity (VIE) without recourse to the Company of $9,229 and $8,598 as of September 30, 2015 and December 31, 2014, respectively) | 22,374 | 110,814 |
Deferred revenue (including deferred revenue of VIE without recourse to the Company of $217,991 and $13,431 as of September 30, 2015 and December 31, 2014, respectively) | 217,991 | 13,431 |
Accrued expenses and other liabilities (including accrued expenses and other liabilities of VIE without recourse to the Company of $998,930 and $573,620 as of September 30, 2015 and December 31, 2014, respectively) | 3,019,822 | 2,046,783 |
Accrued license fees (including accrued license fees of VIE without recourse to the Company of $746,071 and $348,007 as of September 30, 2015 and December 31, 2014, respectively) | 746,071 | 348,007 |
Convertible promissory note | 3,000,000 | 3,000,000 |
Warrant liabilities | 459,686 | 585,050 |
Total current liabilities | 7,465,944 | 6,104,085 |
Deferred income tax liability | 338,736 | 364,572 |
Total liabilities | 7,804,680 | 6,468,657 |
Equity: | ||
Common stock, $0.001 par value; 1,500,000,000 shares authorized, 24,027,924 and 23,793,702 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 24,028 | 23,794 |
Additional paid-in capital | 96,865,051 | 96,347,272 |
Accumulated deficit | (84,558,094) | (78,356,567) |
Accumulated other comprehensive loss | (266,742) | (66,032) |
Total YOU On Demand shareholder's equity | 12,071,498 | 17,955,832 |
Non-controlling interest | (2,341,232) | (1,982,119) |
Total equity | 9,730,266 | 15,973,713 |
Total liabilities, convertible redeemable preferred stock and equity | 18,796,941 | 23,704,365 |
Series A Preferred Stock [Member] | ||
Convertible redeemable preferred stock: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation preference of $3,500,000 as of September 30, 2015 and December 31, 2014, respectively | 1,261,995 | 1,261,995 |
Series E Preferred Stock [Member] | ||
Equity: | ||
Series E Preferred Stock - $0.001 par value; 16,500,000 shares authorized, 7,254,997 and 7,365,283 shares issued and outstanding, liquidation preference of $12,696,245 and $12,889,245 as of September 30, 2015 and December 31, 2014, respectively | $ 7,255 | $ 7,365 |
UNAUDITED CONSOLIDATED BALANCE3
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts payable of consolidated variable interest entities (VIEs) without recourse to the Company | $ 9,229 | $ 8,598 |
Deferred revenue of VIEs without recourse to the Company | 217,991 | 13,431 |
Accrued expenses and other liabilities of VIEs without recourse to the Company | 998,930 | 573,620 |
Accrued license fees of VIEs without recourse to the Company | $ 746,071 | $ 348,007 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 24,027,924 | 23,793,702 |
Common stock, shares outstanding | 24,027,924 | 23,793,702 |
Series A Preferred Stock [Member] | ||
Convertible redeemable preferred stock, issued (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, outstanding (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, liquidation preference | $ 3,500,000 | $ 3,500,000 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 16,500,000 | 16,500,000 |
Preferred Stock, Shares Issued | 7,254,997 | 7,365,283 |
Preferred Stock, Shares Outstanding | 7,254,997 | 7,365,283 |
Preferred Stock, Liquidation Preference, Value | $ 12,696,245 | $ 12,889,245 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 476,165 | $ 644,891 | $ 2,983,741 | $ 965,268 |
Cost of revenue | 900,284 | 873,025 | 2,772,322 | 2,606,142 |
Gross profit/(loss) | (424,119) | (228,134) | 211,419 | (1,640,874) |
Operating expenses: | ||||
Selling, general and administrative expense | 1,832,443 | 1,861,053 | 5,939,559 | 5,772,350 |
Professional fees | 141,034 | 114,271 | 581,115 | 375,986 |
Depreciation and amortization | 98,643 | 124,936 | 283,468 | 414,486 |
Total operating expense | 2,072,120 | 2,100,260 | 6,804,142 | 6,562,822 |
Loss from operations | (2,496,239) | (2,328,394) | (6,592,723) | (8,203,696) |
Interest and other income/(expense) | ||||
Interest expense, net | (30,613) | (29,151) | (89,168) | (2,346,210) |
Change in fair value of warrant liabilities | 91,315 | 281,537 | 125,364 | (655,849) |
Change in fair value of contingent consideration | 0 | (47,634) | 0 | (160,766) |
Loss on investment in unconsolidated entities | (50,642) | (6,389) | (143,666) | (16,646) |
Gain on sale of subsidiary | 0 | 0 | 0 | 755,426 |
Loss on dissolution of a variable interest entity | 0 | 0 | 0 | (27,463) |
Others | 142,280 | (14,783) | 95,937 | (82,464) |
Net loss before income taxes and non-controlling interest | (2,343,899) | (2,144,814) | (6,604,256) | (10,737,668) |
Income tax benefit | 8,612 | 28,812 | 25,836 | 84,249 |
Net loss | (2,335,287) | (2,116,002) | (6,578,420) | (10,653,419) |
Net loss attributable to non-controlling interest | 249,369 | 169,364 | 376,893 | 696,708 |
Net loss attributable to YOU On Demand shareholders | (2,085,918) | (1,946,638) | (6,201,527) | (9,956,711) |
Dividends and deemed dividends on preferred stock | 0 | 0 | 0 | (16,402,161) |
Net loss attributable to YOU On Demand common shareholders | $ (2,085,918) | $ (1,946,638) | $ (6,201,527) | $ (26,358,872) |
Basic and diluted loss per share | $ (0.09) | $ (0.09) | $ (0.26) | $ (1.45) |
Weighted average shares outstanding: | ||||
Basic and diluted | 24,003,403 | 22,012,166 | 23,890,929 | 18,203,124 |
UNAUDITED CONSOLIDATED STATEME5
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net loss | $ (2,335,287) | $ (2,116,002) | $ (6,578,420) | $ (10,653,419) |
Other comprehensive loss, net of tax | ||||
Sale of subsidiary and dissolution of variable interest entity | 0 | 0 | 0 | (633,984) |
Foreign currency translation adjustments | (182,208) | 31,264 | (182,930) | (21,907) |
Comprehensive loss | (2,517,495) | (2,084,738) | (6,761,350) | (11,309,310) |
Comprehensive loss attributable to non-controlling interest | 230,472 | 170,042 | 359,113 | 685,988 |
Comprehensive loss attributable to YOU On Demand shareholders | $ (2,287,023) | $ (1,914,696) | $ (6,402,237) | $ (10,623,322) |
UNAUDITED CONSOLIDATED STATEME6
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (6,578,420) | $ (10,653,419) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 967,902 | 1,133,335 |
Provision for doubtful accounts | 9,087 | 0 |
Depreciation and amortization | 283,468 | 414,486 |
Amortization of interest expense related to debt issuance costs | 0 | 128,879 |
Amortization of interest expense related to beneficial conversion feature | 0 | 2,126,301 |
Income tax benefit | (25,836) | (84,249) |
Loss on long-term equity investments | 143,666 | 16,646 |
Loss on disposal of assets | 2,421 | 8,334 |
Change in fair value of warrant liabilities | (125,364) | 655,849 |
Change in fair value of contingent consideration | 0 | 160,766 |
Gain from disposal of consolidated entities | 0 | (727,963) |
Change in assets and liabilities, | ||
Accounts receivable | (1,496,756) | (461,473) |
Licensed content | 80,889 | (555,762) |
Prepaid expenses and other assets | (338,814) | (97,399) |
Accounts payable | (88,440) | (482,932) |
Accrued expenses and other liabilities | 346,468 | 350,541 |
Deferred revenue | 204,560 | 73,175 |
Deferred license fee | 398,064 | 4,663 |
Net cash used in operating activities | (6,217,105) | (7,990,222) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (32,193) | (58,869) |
Acquisition of leasehold improvements | 0 | (9,492) |
Investments in intangibles and research and development | (48,938) | (292) |
Investments in unconsolidated entities | 0 | (208,760) |
Sale of subsidiary | 0 | (7,549) |
Net cash used in investing activities | (81,131) | (284,962) |
Cash flows from financing activities | ||
Proceeds from sale of Series E Preferred Stock | 0 | 19,000,000 |
Proceeds from the exercise of warrants and options | 0 | 995,607 |
Series D Preferred Stock dividend payment | 0 | (92,054) |
Interest paid on convertible note | 0 | (2,386,051) |
Net cash provided by financing activities | 0 | 17,517,502 |
Effect of exchange rate changes on cash | (157,374) | (19,992) |
Net increase/(decrease) in cash and cash equivalents | (6,455,610) | 9,222,326 |
Cash and cash equivalents at beginning of period | 10,812,371 | 3,822,889 |
Cash and cash equivalents at end of period | 4,356,761 | 13,045,215 |
Supplemental Cash Flow Information: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Value of warrants issued for issuance costs in connection with Preferred Series E Preferred Stock | 0 | 2,166,296 |
Conversion of convertible promissory note for Series E Preferred Stock | 0 | 2,000,000 |
Exchange of Series D Preferred Stock for Series E Preferred Stock | 0 | 4,000,000 |
Value of common stock issued from conversion of Preferred Series C shares | 0 | 219,754 |
Values of shares and options issued for Sinotop contingent consideration earn-out | 0 | 739,265 |
Exchange of Series E Preferred Stock for common stock | $ 110 | $ 0 |
UNAUDITED CONSOLIDATED STATEME7
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Preferred Shares [Member] | Preferred Shares [Member]Series E Preferred Stock [Member] | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | YOU On Demand Shareholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2013 | $ 15,794 | $ 67,417,025 | $ (65,856,053) | $ (715,090) | $ 861,676 | $ (1,397,322) | $ (535,646) | ||
Beginning Balance (Shares) at Dec. 31, 2013 | 15,794,762 | ||||||||
Share-based compensation | 718,969 | 718,969 | 718,969 | ||||||
Common stock issued for services | $ 74 | 179,926 | 180,000 | 180,000 | |||||
Common stock issued for services (Shares) | 73,600 | ||||||||
Common stock and options issued for Sinotop acquisition earn-out | $ 245 | 739,265 | 739,510 | 739,510 | |||||
Common stock and options issued for Sinotop acquisition earn-out (Shares) | 245,274 | ||||||||
Conversion of Series C Preferred Stock into common stock | $ 140 | 219,614 | 219,754 | 219,754 | |||||
Conversion of Series C Preferred Stock into common stock (Shares) | 140,000 | ||||||||
Series D Preferred Stock cash dividends | (92,054) | (92,054) | (92,054) | ||||||
Series E Preferred Stock issued | $ 14,286 | 24,985,714 | 25,000,000 | 25,000,000 | |||||
Series E Preferred Stock issued (Shares) | 14,285,714 | ||||||||
Conversion of Series E Preferred Stock into common stock | $ (6,726) | $ 6,726 | |||||||
Conversion of Series E Preferred Stock into common stock (Shares) | (6,725,716) | 6,725,716 | |||||||
Issuance costs in connection with the issuance of Series E Preferred Stock | (4,552,347) | (4,552,347) | (4,552,347) | ||||||
Valuation of warrants issued to placement agent in connection with the issuance of Series E Preferred Stock | 2,166,296 | 2,166,296 | 2,166,296 | ||||||
Beneficial conversion feature of Series E Preferred Stock | 16,388,572 | (16,388,572) | |||||||
Beneficial conversion feature related to convertible note modification | 2,126,301 | 2,126,301 | 2,126,301 | ||||||
Exercise of warrants | $ 607 | 2,374,575 | 2,375,182 | 2,375,182 | |||||
Exercise of warrants (Shares) | 607,480 | ||||||||
Exercise of options | $ 12 | 1,040 | 1,052 | 1,052 | |||||
Exercise of options (Shares) | 11,598 | ||||||||
Net loss attributable to YOU On Demand shareholders | (9,956,711) | (9,956,711) | (696,708) | (10,653,419) | |||||
Foreign currency translation adjustments | (32,627) | (32,627) | 10,720 | (21,907) | |||||
Ending Balance at Sep. 30, 2014 | $ 7,560 | $ 23,598 | 112,764,950 | (92,293,390) | (1,381,701) | 19,121,017 | (2,083,310) | 17,037,707 | |
Ending Balance (Shares) at Sep. 30, 2014 | 7,559,998 | 23,598,430 | |||||||
Beginning Balance at Dec. 31, 2014 | $ 7,365 | $ 23,794 | 96,347,272 | (78,356,567) | (66,032) | 17,955,832 | (1,982,119) | 15,973,713 | |
Beginning Balance (Shares) at Dec. 31, 2014 | 7,365,283 | 23,793,702 | |||||||
Share-based compensation | 300,797 | 300,797 | 300,797 | ||||||
Common stock issued for services | $ 121 | 216,985 | 217,106 | 217,106 | |||||
Common stock issued for services (Shares) | 120,755 | ||||||||
Conversion of Series E Preferred Stock into common stock | $ (110) | $ 110 | |||||||
Conversion of Series E Preferred Stock into common stock (Shares) | (110,286) | 110,286 | |||||||
Exercise of options | $ 3 | (3) | |||||||
Exercise of options (Shares) | 3,181 | ||||||||
Net loss attributable to YOU On Demand shareholders | (6,201,527) | (6,201,527) | (376,893) | (6,578,420) | |||||
Foreign currency translation adjustments | (200,710) | (200,710) | 17,780 | (182,930) | |||||
Ending Balance at Sep. 30, 2015 | $ 7,255 | $ 24,028 | $ 96,865,051 | $ (84,558,094) | $ (266,742) | $ 12,071,498 | $ (2,341,232) | $ 9,730,266 | |
Ending Balance (Shares) at Sep. 30, 2015 | 7,254,997 | 24,027,924 |
Organization and Principal Acti
Organization and Principal Activities | 9 Months Ended |
Sep. 30, 2015 | |
Organization and Principal Activities [Text Block] | 1. Organization and Principal Activities YOU On Demand Holdings, Inc., is a Nevada corporation that primarily operates in China through our subsidiaries and variable interest entities (“VIEs”). The Company, its subsidiaries and its VIEs are collectively referred to as YOU on Demand (“YOU On Demand”, “we”, “us”, or “the Company”). YOU on Demand is principally engaged in providing and delivery of video on demand (“VOD”) content and video streaming service through a comprehensive end-to-end secure delivery system. Our services are offered across multiple platforms, including digital cable television, IPTV (“Internet Protocol Television”), mobile and over-the-top (“OTT”) devices. In the opinion of management, these financial statements reflect all adjustments, which are of a normal and recurring nature that is necessary for a fair statement of the results for the periods presented in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The results of operations for the interim periods presented are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 30, 2015 (our “2014 Annual Report”). |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern and Management's Plans [Text Block] | 2. Going Concern and Management’s Plans For the nine months ended September 30, 2015, we incurred a net loss of approximately $6.6 million and we used cash for operations of approximately $6.2 million. Further, we had an accumulated deficit of approximately $84.6 million as of September 30, 2015. The Company must continue to rely on debt and equity to pay for ongoing operating expenses in order to execute its business plan. On January 31, 2014, we completed a Series E Preferred Stock financing (as discussed below in Note 9) in which we raised an additional $19.0 million. We also may have the ability to raise funds by various methods, including utilization of our $50 million shelf registration, of which $47.3 million is remaining, as well as other means of financing such as debt or private investment. However, financing may not be available to the Company on terms acceptable to us or at all or such resources may not be received in a timely manner. Further we may need approval to seek additional financing from the shareholders from the August 2012 private financing in the event we do a public financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. |
VIE Structure and Arrangements
VIE Structure and Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
VIE Structure and Arrangements [Text Block] | 3. VIE Structure and Arrangements To comply with PRC laws and regulation that prohibit or restrict foreign ownership of companies that provide value-added telecommunication services, the Company provides its services through Sinotop Beijing and its subsidiary, Zhonghai Video, which holds the licenses and approvals to provide digital distribution and Internet content services in the PRC. The Company has obtained substantial ability to control Sinotop Beijing and Zhonghai Video through a series of contractual agreements entered into among YOD WFOE, YOD Hong Kong, Sinotop Beijing and the legal shareholder of Sinotop Beijing. Management Services Agreement Pursuant to a Management Services Agreement, as of March 9, 2010, between Sinotop Beijing and YOD Hong Kong (the “Management Services Agreement”), YOD Hong Kong has the exclusive right to provide to Sinotop Beijing management, financial and other services related to the operation of Sinotop Beijing’s business, and Sinotop Beijing is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by YOD Hong Kong. As compensation for providing the services, YOD Hong Kong is entitled to receive a fee from Sinotop Beijing, upon demand, equal to 100% of the annual net profits of Sinotop Beijing during the term of the Management Services Agreement. YOD Hong Kong may also request ad hoc quarterly payments of the aggregate fee, which payments will be credited against Sinotop Hong Kong’s future payment obligations. The Management Services Agreement also provides YOD Hong Kong, or its designee, with a right of first refusal to acquire all or any portion of the equity of Sinotop Beijing upon any proposal by the sole shareholder of Sinotop Beijing to transfer such equity. In addition, at the sole discretion of YOD Hong Kong, Sinotop Beijing is obligated to transfer to YOD Hong Kong, or its designee, any part or all of the business, personnel, assets and operations of Sinotop Beijing which may be lawfully conducted, employed, owned or operated by YOD Hong Kong, including: (a) business opportunities presented to, or available to Sinotop Beijing may be pursued and contracted for in the name of YOD Hong Kong rather than Sinotop Beijing, and at its discretion, YOD Hong Kong may employ the resources of Sinotop Beijing to secure such opportunities; (b) any tangible or intangible property of Sinotop Bejing, any contractual rights, any personnel, and any other items or things of value held by Sinotop Beijing may be transferred to YOD Hong Kong at book value; (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by YOD Hong Kong by acquisition, lease, license or otherwise, and made available to Sinotop Beijing on terms to be determined by agreement between YOD Hong Kong and Sinotop Beijing; (d) contracts entered into in the name of Sinotop Beijing may be transferred to YOD Hong Kong, or the work under such contracts may be subcontracted, in whole or in part, to YOD Hong Kong, on terms to be determined by agreement between YOD Hong Kong and Sinotop Beijing; and (e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of YOD Hong Kong, and in the name of and at the expense of, YOD Hong Kong; provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of YOD Hong Kong) or adversely affecting any license, permit or regulatory status of Sinotop Beijing. The term of the Management Services Agreement is 20 years, and may not be terminated by Sinotop Beijing, except with the consent of, or a material breach by, YOD Hong Kong. Equity Pledge Agreement Pursuant to an Equity Pledge Agreement among YOD Hong Kong, Sinotop Beijing and the sole shareholder of Sinotop Beijing (the “Shareholder”), dated March 9, 2010, the Shareholder pledged all of its equity interests in Sinotop Beijing (the “Collateral”) to YOD Hong Kong as security for the performance of the obligations of Sinotop Beijing to make all of the required management fee payments pursuant to the Management Services Agreement. The term of the Equity Pledge Agreement expires two years from Sinotop Beijing’s satisfaction of all obligations under the Management Services Agreement. Option Agreement Pursuant to an Option Agreement among YOD Hong Kong, Sinotop Beijing and the Shareholder, dated March 9, 2010, and entered into in connection with the Management Services Agreement, the Shareholder granted an exclusive option to YOD Hong Kong, or its designee, to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the Shareholder’s equity in Sinotop Beijing. The aggregate purchase price of the option is equal to the registered paid-in capital of the Shareholder. The term of the agreement is until all of the equity interest in Sinotop Beijing held by the Shareholder is transferred to YOD Hong Kong, or its designee, or until the maximum period allowed by law has run, and may not be terminated by any party to the agreement without the consent of the other parties. Voting Rights Proxy Agreement Pursuant to a Voting Rights Proxy Agreement among YOD Hong Kong, Sinotop Beijing and the Shareholder, dated March 9, 2010, the Shareholder granted to YOD Hong Kong an irrevocable proxy, for the maximum period of time permitted by law, all of its voting rights as a shareholder of Sinotop Beijing. The Shareholder may not transfer any of its equity interest in Sinotop Beijing to any party other than YOD Hong Kong. The Voting Rights Proxy Agreement may not be terminated except upon the written consent of all parties, or unilaterally by YOD Hong Kong upon 30 days’ notice. On June 4, 2012, YOD Hong Kong assigned all rights under the above agreement to YOD WFOE, its wholly-owned subsidiary. Accordingly, YOD WFOE may exercise the above agreements in place of YOD Hong Kong. Under the above contractual agreements, YOD WFOE has the power to direct the activities of the Sinotop Beijing, and can have the assets transferred freely out of Sinotop Beijing without any restrictions. Therefore, YOD WFOE considers that there is no asset of Sinotop Beijing or Zhonghai Video that can be used only to settle obligations of Sinotop Beijing or Zhonghai Video, except for the registered capital of these two entities amounting to RMB17.0 million (approximately $2.7 million) as of September 30, 2015. As Sinotop Beijing and Zhonghai Video are incorporated as limited liability companies under PRC Company Law, creditors of these two entities do not have recourse to the general credit of other entities of the Company. Financial Information The following financial information of our VIEs as applicable for the periods presented, affected the Company’s consolidated financial statements. September 30, December 31, 2015 2014 ASSETS Current assets: Cash and cash equivalents $ 74,541 $ 506,525 Accounts receivable, net 2,578,745 1,091,076 Licensed content, current 969,250 1,041,609 Prepaid expenses 76,498 105,918 Other current assets 29,299 12,811 Intercompany receivables due from the Company's subsidiaries (i) 125,178 572,192 Total current assets 3,853,511 3,330,131 Property and equipment, net 191,134 297,898 Licensed content, non-current 27,118 35,648 Intangible assets, net 284,535 5,291 Long-term equity investments 688,672 850,054 Other non-current assets 187,508 272,657 Total assets $ 5,232,478 $ 4,791,679 LIABILITIES Current liabilities: Accounts payable $ 9,229 $ 8,598 Deferred revenue 217,991 13,431 Accrued expenses and other liabilities 998,930 573,620 Accrued license fees 746,071 348,007 Intercompany payables due to the Company's subsidiaries (i) 12,443,690 11,200,536 Total current liabilities 14,415,911 12,144,192 Total liabilities $ 14,415,911 $ 12,144,192 (i) Intercompany receivables and payables are eliminated upon consolidation Nine Months Ended September 30, September 30, 2015 2014 Revenue $ 2,983,741 $ 965,268 Net loss $ (2,030,575 ) $ (3,548,767 ) Nine Months Ended September 30, September 30, 2015 2014 Net cash used in operating activities $ (352,169 ) $ (2,074,850 ) Net cash used in investing activities $ (79,815 ) $ (276,460 ) Net cash provided by financing activities $ - $ - |
Sales of WFOE and Dissolution o
Sales of WFOE and Dissolution of Jinan Zhong Kuan | 9 Months Ended |
Sep. 30, 2015 | |
Sales of WFOE and Dissolution of Jinan Zhong Kuan [Text Block] | 4. Sales of WFOE and Dissolution of Jinan Zhong Kuan On March 25, 2014, we sold Beijing China Broadband Network Technology Co., Ltd. (“WFOE”), our wholly-owned subsidiary, to Linkstar Global Investment Limited. On the same date, we dissolved Jinan Zhong Kuan Dian Guang Information Technology Co., Ltd. (“Jinan Zhong Kuan”), the VIE of WFOE. Both WFOE and Jinan Zhong Kuan were investment holding companies and were sold or dissolved when we determined that they were no longer required for our organizational structure. Total consideration for the sale of WFOE was US$50,000, which we received in the third quarter of 2014. In accordance with ASC 810-10-40, Deconsolidation of a Subsidiary |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property and Equipment [Text Block] | 5. Property and Equipment The following is a breakdown of our property and equipment: September 30, December 31, 2015 2014 Furniture and office equipment $ 931,242 $ 959,080 Leasehold improvements 190,722 190,722 Total property and equipment 1,121,964 1,149,802 Less: accumulated depreciation (923,649 ) (829,131 ) Net carrying value $ 198,315 $ 320,671 We recorded depreciation expense of approximately $47,000 and $147,000 for the three and nine months ended September 30, 2015. We recorded depreciation expense of approximately $55,000 and $181,000 for the three and nine months ended September 30, 2014. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Text Block] | 6. Intangible Assets The Company intangible assets primarily arose from the acquisition of YOD Hong Kong. As of September 30, 2015, the Company’s amortized intangible assets consisted of the following: September 30, 2015 December 31, 2014 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amount Amortization Balance Amount Amortization Balance Charter/ Cooperation agreements $ 2,755,821 $ (711,924 ) $ 2,043,897 $ 2,755,821 $ (608,580 ) $ 2,147,241 Software and licenses 253,930 (227,860 ) 26,070 253,930 (215,358 ) 38,572 Website and mobile app development 653,830 (375,689 ) 278,141 356,425 (356,425 ) - Total definite lived intangible assets $ 3,663,581 $ (1,315,473 ) $ 2,348,108 $ 3,366,176 $ (1,180,363 ) $ 2,185,813 Website name 134,290 - 134,290 134,290 - 134,290 Total intangible assets $ 3,797,871 $ (1,315,473 ) $ 2,482,398 $ 3,500,466 $ (1,180,363 ) $ 2,320,103 We recorded amortization expense related to our finite lived intangible assets of approximately $52,000 and $137,000 for the three and nine months ended September 30, 2015. We recorded amortization expense related to our finite lived intangible assets of approximately $70,000 and $234,000 for the three and nine months ended September 30, 2014. The following table outlines the amortization expense for the next five years and thereafter: Amortization to be Years ending December 31, Recognized 2015 (3 months) $ 62,003 2016 255,274 2017 239,487 2018 194,788 2019 138,275 2020 137,792 Thereafter 1,320,489 Total amortization to be recognized $ 2,348,108 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Text Block] | 7. Fair Value Measurements Accounting standards require the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: • Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access. • Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. • Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Accounting standards require the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. We review the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluate and adjust the unobservable inputs used in the fair value measurements based on current market conditions and third party information. The fair value of the warrant liabilities at September 30, 2015 were valued using the Black-Scholes Merton method as an estimate for the Monte Carlos Simulation method which was the method used at the year ended December 31, 2014. The following assumptions were incorporated: Black Scholes Monte Carlo September 30, December 31, 2015 2014 Risk-free interest rate 0.64% 1.040% Expected volatility 70% 70% Expected term (years) 1.92 2.67 Expected dividend yield 0% 0% The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014, respectively: September 30, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Liabilities Warrant liabilities (see Note 10) $ - $ - $ 459,686 $ 459,686 December 31, 2014 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Liabilities Warrant liabilities (see Note 10) $ - $ - $ 585,050 $ 585,050 The table below reflects the components effecting the change in fair value for the nine months ended September 30, 2015: Level 3 Assets and Liabilities For the Nine Months Ended September 30, 2015 Change in January 1, Fair Value September 30, 2015 Settlements gain 2015 Liabilities: Warrant liabilities (see Note 10) $ 585,050 $ - $ (125,364 ) $ 459,686 The significant unobservable inputs used in the fair value measurement of the Company’s warrant liability includes the risk free interest rate, expected volatility, expected term and expected dividend yield. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other payables and convertible promissory note as of September 30, 2015 and December 31, 2014, approximate fair value because of the short maturity of these instruments. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Text Block] | 8. Related Party Transactions (a) $3.0 Million Convertible Note On May 10, 2012, our Executive Chairman and Principal Executive Officer, Mr. Shane McMahon, made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000 (the “Note”). Upon issuance, the conversion price of the Note was equal to the price per share paid for securities by investors in the most recent financing (as of the date of conversion) of equity or equity-linked securities of the Company. Thereafter, on May 21, 2012, at the Company’s request, the Company and Mr. McMahon entered into Amendment No.1 to the Note, pursuant to which the price per share at which the Note, or any convertible Securities into which the Note is converted, may be converted into shares of the Company’s common stock, shall not be less than $4.75, which amount represents the closing bid price of the Company’s common stock on the trading day immediately prior to the date of the Note in accordance with the rules and regulations of The Nasdaq Stock Market, Inc. On April 12, 2013, our majority shareholders approved an amendment to the Note, as amended on May 21, 2012, to remove the $4.75 floor to the conversion price of the Note and such approval and such amendment was effective following the expiration of the 20 -day period mandated by Rule 14c-2. Effective May 10, 2013, the Company and Mr. McMahon entered into Amendment No. 3 to the note pursuant to which (i) the Note will mature on November 10, 2013, and (ii) the net proceeds of any financing of equity or equity-linked securities of the Company occurring on or before such date will be used to repay the Note until the full amount of the Note, and all accrued interest on the Note is repaid. In connection with the Series D Amendment (as discussed below in Note 9), on November 4, 2013, the Company and Mr. McMahon entered into a waiver, pursuant to which (i) Mr. McMahon waived the Company’s obligation to repay the Note on November 10, 2013, (ii) the Company and Mr. McMahon agreed that the principal and all interest on the Note shall become due and payable on the earlier of (a) the closing of the Series E Financing, or (b) if there is no Series E Financing, the date when the Bridge Note (as discussed below in Note 9) is repaid in full or converted into shares of Series D Preferred Stock, and (iii) Mr. McMahon waived the Company’s obligation to repay the Note with the proceeds received from the issuance of the Bridge Note. Effective on January 31, 2014, the Company and Mr. McMahon entered into Amendment No. 4 to the Note pursuant to which the Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of Series E Preferred Stock of the Company (the “Series E Preferred Stock”) at a conversion price of $1.75, until December 31, 2014. As a result, the Company recognized a beneficial conversion feature discount calculated as the difference between the Series E Preferred Stock at its intrinsic value, which was the fair value of the common stock at the commitment date for the Series E Preferred Stock investment and the effective conversion price. As such, we recognized a beneficial conversion feature of approximately $2,126,000 which was reflected as interest expense and additional paid-in capital since the note was payable upon demand. Effective December 30, 2014, the Company and Mr. McMahon entered into Amendment No. 5 to the Note pursuant to which the maturity date of the Note was extended to December 31, 2016. The Note remains payable on demand or convertible on demand into shares of Series E Preferred Stock at a conversion price of $1.75 at Mr. McMahon’s option. For the three and nine months ended September 30, 2015, the Company recorded interest expense of $30,000 and $90,000, respectively, related to the Note. For the three and nine months ended September 30, 2014, the Company recorded interest expense of $30,000 and $2,216,000, respectively, related to the Note. (b) Revenue and Accounts Receivable In March 2015, Zhong Hai Video entered into an agreement with C Media Limited (“C Media”) to provide video content services via C Media’s proprietary railway Wi-Fi service platform. As of September 30, 2015, C Media is our largest shareholder. For the three and nine months ended September 30, 2015, total revenue recognized amounted to nil and $182,000, respectively. As of September 30, 2015, total accounts receivable due from C Media amounted to $94,000. (c) Cost of Revenue Zhong Hai Video paid licensed content fees of approximately nil and $41,000 for the three months ended September 30, 2015 and 2014, and $80,000 and $122,000 for the nine months ended September 30, 2015 and 2014, respectively, to Hua Cheng, the minority shareholder of Zhong Hai Video. As of September 30, 2015 and 2014, total accounts payable due to Hua Cheng amounted to $39,000 and nil. (d) Sale of WFOE Effective March 25, 2014, WFOE, our wholly-owned subsidiary, was sold to Linkstar Global Investment Limited, whose sole shareholder is a family member of one of our management personnel.Total consideration for the sale of WFOE was $50,000, which was received in the third quarter of 2014. |
Series D and Series E Preferred
Series D and Series E Preferred Stock Financing and Convertible Note | 9 Months Ended |
Sep. 30, 2015 | |
Series D and Series E Preferred Stock Financing and Convertible Note [Text Block] | 9. Series D and Series E Preferred Stock Financing and Convertible Note (a) Series D Preferred Stock On July 5, 2013, we entered into a Series D Preferred Stock Purchase Agreement with C Media, pursuant to which we sold to C Media 2,285,714 shares of Series D 4% Convertible Redeemable Preferred Stock of the Company (the “Series D Preferred Stock”) for $1.75 per share, or a total purchase price of $4,000,000. On January 31, 2014, the Company exchanged the Series D Preferred Stock to Series E Preferred Stock, effective as of January 31, 2014. Previously recognized beneficial conversion feature of $183,000 related to the Series D Preferred Stock original issuance was reversed and the Company recognized approximately $2,651,000 of beneficial conversion feature as a deemed dividend related to the exchange of Series D Preferred Stock to Series E Preferred Stock. Further, in accordance with the terms of the Series D Preferred Stock Purchase Agreement, the Company paid the full cumulative dividends of $92,000 upon the exchange of the Series D Preferred Stock to Series E Preferred Stock. (b) $2.0 Million Convertible Note On November 4, 2013, the Company issued a convertible note to C Media in $2,000,000 principal amount (the “Bridge Note”). The Bridge Note had an annual interest rate of 4% and a maturity date of January 5, 2015. Upon the closing of a financing pursuant to the terms of the Series D Preferred Stock Purchase Agreement by and between the Company and C Media, dated as of July 5, 2013, as amended as of November 4, 2013 (as discussed below) in which C Media would invest funds in the Company in exchange for shares of the Series E Preferred Stock, the principal amount and all unpaid interest of the Bridge Note would be automatically converted into shares of Series E Preferred Stock at a conversion price equal to the per share purchase price paid for the Series E Preferred Stock by C Media. Upon the issuance of the Series E Preferred Stock on January 31, 2014, the Bridge Note was automatically converted into 1,142,857 shares of Series E Preferred Stock, with no gain or loss recognized for the conversion of the Bridge Note for Series E Preferred Stock. In connection with the issuance of the Bridge Note, the Company recorded debt issuance costs of approximately $370,000 that was to be amortized over the period of the earliest possible conversion date of January 31, 2014, of which $129,000 was recognized during the three months ended March 31, 2014. The issuance costs included cash paid of $241,936 and the issuance of warrants to the placement agent to purchase 114,285 shares of common stock at $1.75 per share. The fair value of the warrants was calculated using the Black-Scholes model with the following assumptions: expected term of 5 years, expected dividend rate of 0%, volatility of 70% and an interest rate of 1.36% . The exercise price of the warrants was $1.75. The warrants were valued at $128,072 at the date of issuance. (c) Amendment to Series D Stock Purchase Agreement On November 4, 2013, in connection with the issuance of the Bridge Note, the Company and C Media entered into Amendment No. 1 to the Series D Purchase Agreement (the “Series D Amendment”). Pursuant to the original Series D Purchase Agreement, dated July 5, 2013, the Company and C Media agreed, among other things, that each party would act in good faith and with fair dealing to finalize an agreement for the purchase and sale of shares of Series E Preferred Stock pursuant to the terms of a Series E Purchase Agreement on or before October 31, 2013. Pursuant to the Series D Amendment, the parties agreed that each party would act in good faith and with fair dealing to finalize the Series E Purchase Agreement on or before the 30th day following the issuance of the Bridge Note. Also in connection with the Series D Amendment, C Media executed a waiver and consent with the Company as of October 31, 2013 agreeing, among other things, to waive its right to redeem its Series D Preferred Stock as of October 31, 2013 until the 30th day following the issuance of the Bridge Note. On December 4, 2013, C Media exercised its extension option which extended such date to January 31, 2014. (d) Series E Preferred Stock On January 31, 2014, the Company entered into a Series E Preferred Stock Purchase Agreement (the “Series E Purchase Agreement”) with C Media and certain other purchasers (collectively, the “Investors”), pursuant to which the Company issued to the Investors an aggregate of 14,285,714 shares of Series E Preferred Stock of the Company for $1.75 per share, or a total purchase price of $25.0 million. Among the 14,285,714 shares of Series E Preferred Stock issued to the Investors, (i) 1,142,857 shares were issued upon the conversion of the Bridge Note issued to C Media in principal amount of $2,000,000, (ii) 10,857,143 shares were issued for an aggregate purchase price of $19 million, and (iii) 2,285,714 shares were issued upon the conversion of 2,285,714 shares of Series D Preferred Stock held by C Media, which constitute all of the issued and outstanding shares of Series D Preferred Stock, into the Series E Preferred Stock pursuant to the Series E Purchase Agreement. In connection with the issuance of the Series E Preferred Stock, we recorded issuance costs of $4,552,347 to additional paid in capital. The issuance costs included cash paid of approximately $2,386,000 and the issuance of warrants to the placement agent to purchase 1,085,714 shares of common stock at $1.75 per share. The fair value of the warrants was calculated using the Black-Scholes model with the following assumptions: expected term of 5 years, expected dividend rate of 0%, volatility of 70% and an interest rate of 1.49% . The exercise price of the warrants was $1.75. The warrants were valued at $2,166,296 at the date of issuance. In connection with the issuance of Series E Preferred Stock, we recorded dividends of approximately $16,402,000. This amount is comprised of (1) recognition of a deemed dividend for a beneficial conversion feature discount of $16,571,000, (2) reversal of a deemed dividend for the beneficial conversion feature discount of $183,000 related to the extinguishment of the Series D Preferred Stock and (3) cash dividends paid of $14,000 for January 2014, which is part of the total cash dividend paid, amounting to $92,054, in the six months ended June 30, 2014. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Warrant Liabilities [Text Block] | 10. Warrant Liabilities In connection with our August 30, 2012 private financing, we issued 977,063 warrants to investors and the broker. In accordance with FASB ASC 815-40-15-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock, the warrants have been accounted as derivative liabilities to be re- measured at the end of every reporting period with the change in value reported in the consolidated statement of operations. On August 30, 2012, such warrants were valued at $1,525,000 utilizing a valuation model and were initially recorded as a liability. The warrants are revalued at each year end based on the Monte Carlo valuation. As of September 30, 2015 and December 31, 2014, the warrant liability was re-valued as disclosed in Note 7, and was adjusted to its current fair value of approximately $460,000 and $585,000, respectively, as determined by the Company, resulting in a gain of approximately $125,000 for the nine months ended September 30, 2015. There were no warrants exercised during nine months ended September 30, 2015. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2015 | |
Share-Based Payments [Text Block] | 11. Share-Based Payments As of September 30, 2015, the Company had 1,721,096 options and 2,191,487 warrants outstanding to purchase shares of our common stock. The Company awards common stock and stock options to employees and directors as compensation for their services, and accounts for its stock option awards to employees and directors pursuant to the provisions of ASC 718, Stock Compensation Total share-based payments expense recorded by the Company during the three and nine months ended September 30, 2015 and 2014 is as follows: Three Months Ended Nine Months Ended September 30 September 30 September 30 September 30 2015 2014 2015 2014 Employees and directors share-based payments $ 287,000 $ 912,000 $ 968,000 $ 1,133,000 (a) Stock Options Effective as of December 3, 2010, our Board of Directors approved the YOU On Demand Holdings, Inc. 2010 Stock Incentive Plan (“the Plan”) pursuant to which options or other similar securities may be granted. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 4,000,000 shares. As of September 30, 2015, options available for issuance are 2,011,297 shares. Stock option activity for the nine months ended September 30, 2015 is summarized as follows: Weighted Average Remaining Aggregated Options Weighted Average Contractual Life Intrinsic Outstanding Exercise Price (Years) Value Outstanding at January 1, 2015 1,800,226 $ 2.73 Granted 16,565 2.12 Exercised (19,042 ) 1.79 Expired (30,689 ) 1.89 Forfeited (45,964 ) 1.68 Outstanding at September 30, 2015 1,721,096 $ 2.77 5.89 $ 60,625 Vested and expected to vest as of September 30, 2015 1,721,096 2.77 5.89 60,625 Options exercisable at September 30, 2015 (vested) 1,674,156 $ 2.80 5.83 $ 52,188 The weighted average grant-date fair value of options granted during the nine months ended September 30, 2015 and 2014 was $1.28 and $1.70. The total intrinsic value of options exercised during the nine months ended September 30, 2015 and 2014 was $6,192 and $8,553. As of September 30, 2015, approximately $78,000 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 1.44 years. The total fair value of shares vested during the nine months ended September 30, 2015 and 2014 was approximately $301,000 and $719,000 respectively. (b) Warrants In connection with the Company’s financings, the Warner Brother Agreement and the service agreements, the Company issued warrants to investors and service providers to purchase common stock of the Company. As of September 30, 2015, the weighted average exercise price of the warrants was $2.20 and the weighted average remaining life was 2.64 years. The following table outlines the warrants outstanding and exercisable as of September 30, 2015 and December 31, 2014: September 30, December 31, 2015 2014 Number of Number of Warrants Warrants Exercise Expiration Warrants Outstanding Outstanding Outstanding Price Date and Exercisable and Exercisable May 2011 Warner Brothers Warrants 200,000 200,000 $ 6.60 05/11/16 2011 Service Agreement Warrants 26,667 26,667 $ 7.20 06/15/16 2012 August Financing Warrants (i) 536,250 536,250 $ 1.50 08/30/17 2013 Broker Warrants (Series D Financing) 228,571 228,571 $ 1.75 07/05/18 2013 Broker Warrants (Convertible Note) 114,285 114,285 $ 1.75 11/04/18 2014 Broker Warrants (Series E Financing) 1,085,714 1,085,714 $ 1.75 01/31/19 2,191,487 2,191,487 (i) The warrants are classified as derivate liabilities in Note 10 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Net Loss Per Common Share [Text Block] | 12. Net Loss Per Common Share Basic net loss per common share attributable to YOU On Demand shareholders is calculated by dividing the net loss attributable to YOU On Demand shareholders by the weighted average number of outstanding common shares during the applicable period. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. For the nine months ended September 30, 2015 and 2014, the number of securities convertible into common shares not included in diluted loss per common share because the effect would have been anti-dilutive consists of the following: September 30, September 30, 2015 2014 Warrants 2,191,487 2,191,487 Options 1,721,096 1,821,142 Series A Preferred Stock 933,333 933,333 Series E Preferred Stock 7,254,997 7,559,998 Convertible promissory notes 1,947,053 1,878,481 Total 14,047,966 14,384,441 The Company has reserved its authorized but unissued common stock for possible future issuance in connection with the following: September 30, September 30, 2015 2014 Exercise of stock warrants 2,191,487 2,191,487 Exercise and future grants of stock options 3,928,870 3,985,605 Conversion of preferred stock 8,188,330 8,493,331 Issuable shares from conversion of promissory notes payable 1,947,053 1,878,481 Total 16,255,740 16,548,904 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Text Block] | 13. Income Taxes As of September 30, 2015, the Company had approximately $23.6 million of the U.S domestic cumulative tax loss carryforwards (which excludes the NOL carryforwards of approximately $1.7 million because of the uncertainty of the position being sustained) and approximately $14.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. These U.S. and foreign tax loss carryforwards will expire beginning year 2028 through 2035 and year 2015 to year 2020, respectively. We have established a 100% valuation allowance against our net deferred tax assets due to our history of pre-tax losses and the likelihood that the deferred tax assets will not be realizable. The valuation allowance increased approximately $0.5 million and $2.3 million during the three and nine months ended September 30, 2015, respectively. We are not aware of any unrecorded tax liabilities which would impact our financial position or our results of operations. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Contingencies and Commitments [Text Block] | 14. Contingencies and Commitments (a) Severance Commitment The Company has employment agreements with certain employees that provide severance payments upon termination of employment under certain circumstances, as defined in the applicable agreements. As of September 30, 2015, the Company's potential minimum cash obligation to these employees was approximately $1,348,000. (b) Operating Lease Commitment The Company is committed to paying leased property costs related to our offices in New York and China through 2017 as follows: Leased Property Years ending December 31, Costs 2015 (3 months) $ 203,850 2016 691,653 2017 57,725 Total $ 953,228 (c) Licensed Content Commitment The Company is committed to paying content costs through 2016 as follows: Years ending December 31, Content Costs 2015 (3 months) $ 2,237,711 2016 1,306,500 2017 1,074,650 Total $ 4,618,861 (d) Lawsuits and Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. |
Concentration, Credit and Other
Concentration, Credit and Other Risks | 9 Months Ended |
Sep. 30, 2015 | |
Concentration, Credit and Other Risks [Text Block] | 15. Concentration, Credit and Other Risks (a) PRC Regulations The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extend to the ability of the Company to conduct wireless telecommunication services through contractual arrangements in the PRC since the industry remains highly regulated. The Company conducts all of its operations in China through its Zhonghai Video, which is consolidated in the Company’s financial statements as a result of a series of contractual arrangements enacted among YOD WFOE, Sinotop Beijing as the parent company of Zhonghai Video and the legal shareholder of Sinotop Beijing. The Company believes that these contractual arrangements are in compliance with PRC laws and are legally enforceable. If Sinotop Beijing or its legal shareholder fails to perform the obligations under the contractual arrangements or any dispute relating to these contracts remains unresolved, YOD WFOE or YOD HK can enforce its rights under the VIE contracts through the operations of PRC laws and courts. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. In particular, the interpretation and enforcement of these laws, rules and regulations involve uncertainties. If YOD WFOE had direct ownership of Sinotop Beijing, it would be able to exercise its rights as a shareholder to effect changes in the board of directors of Sinotop Beijing, which in turn could effect changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, the Company relies on Sinotop Beijing and its legal shareholder to perform their contractual obligations to exercise effective control. In addition, the telecommunications, information and media industries remain highly regulated. Restrictions are currently in place and are unclear with respect to which segments of these industries foreign owned entities, like YOD WFOE, may operate. The PRC government may issue from time to time new laws or new interpretations on existing laws to regulate areas such as telecommunications, information and media, some of which are not published on a timely basis or may have retroactive effect. Administrative and court proceedings in China may also be protracted, resulting in substantial costs and diversion of resources and management attention. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, and the Company’s legal structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Company’s ability to conduct business in the PRC. (b) Major Customers The Company relies on agreements with distribution partners, including digital cable operators, IPTV operators, OTT streaming operators and mobile smartphone manufacturers and operators, during the course of its business. A distribution partner that individually generates more than 10% of the Company’s revenue is considered a major customer. For the nine months ended September 30, 2015, three customers individually accounted for more than 10% of the Company’s revenue. Four customers individually accounted for 10% of the Company’s net accounts receivables as of September 30, 2015. For the nine months ended September 30, 2014, four customers individually accounted for more than 10% of the Company’s revenue. Two customers individually accounted for 10% of the Company’s net accounts receivables as of September 30, 2014. (c) Major Suppliers The Company relies on agreements with studio content partners to acquire video contents. A content partner that accounts for more than 10% of the Company’s cost of revenues is considered a major supplier. For the nine months ended September 30, 2015, four suppliers individually accounted for more than 10% of the Company’s cost of revenues. One supplier individually accounted for 10% of the Company’s accounts payable as of September 30, 2015. For the nine months ended September 30, 2014, four suppliers individually accounted for more than 10% of the Company’s cost of revenues. One supplier individually accounted for 10% of the Company’s accounts payable as of September 30, 2014. (d) Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. As of September 30, 2015 and 2014, the Company’s cash and cash equivalents were held by financial institutions located in the PRC, Hong Kong and the United States that management believes are of high-credit ratings and quality. Accounts receivable are typically unsecured and are mainly derived from revenues from the Company’s VOD content distribution partners. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. (e) Foreign Currency Risks A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance. |
Defined Contribution Plan
Defined Contribution Plan | 9 Months Ended |
Sep. 30, 2015 | |
Defined Contribution Plan [Text Block] | 16. Defined Contribution Plan During 2011, the Company began sponsoring a 401(k) defined contribution plan ("401(k) Plan") that provides for a 100% employer matching contribution of the first 3% and a 50% employer matching contribution of each additional percent contributed by an employee up to 5% of each employee’s pay. Employees become fully vested in employer matching contributions after six months of employment. Company 401(k) matching contributions were approximately $7,000 and $25,000 for the nine months ended September 30, 2015 and 2014, respectively. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Event [Text Block] | 17. Subsequent Event Management evaluated subsequent events after September 30, 2015 through the latest practicable date, and concluded that no subsequent event has occurred that would require recognition or disclosure in the unaudited consolidated financial statements. |
VIE Structure and Arrangements
VIE Structure and Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Statement of Financial Position [Table Text Block] | September 30, December 31, 2015 2014 ASSETS Current assets: Cash and cash equivalents $ 74,541 $ 506,525 Accounts receivable, net 2,578,745 1,091,076 Licensed content, current 969,250 1,041,609 Prepaid expenses 76,498 105,918 Other current assets 29,299 12,811 Intercompany receivables due from the Company's subsidiaries (i) 125,178 572,192 Total current assets 3,853,511 3,330,131 Property and equipment, net 191,134 297,898 Licensed content, non-current 27,118 35,648 Intangible assets, net 284,535 5,291 Long-term equity investments 688,672 850,054 Other non-current assets 187,508 272,657 Total assets $ 5,232,478 $ 4,791,679 LIABILITIES Current liabilities: Accounts payable $ 9,229 $ 8,598 Deferred revenue 217,991 13,431 Accrued expenses and other liabilities 998,930 573,620 Accrued license fees 746,071 348,007 Intercompany payables due to the Company's subsidiaries (i) 12,443,690 11,200,536 Total current liabilities 14,415,911 12,144,192 Total liabilities $ 14,415,911 $ 12,144,192 |
Statement of Operation [Table Text Block] | Nine Months Ended September 30, September 30, 2015 2014 Revenue $ 2,983,741 $ 965,268 Net loss $ (2,030,575 ) $ (3,548,767 ) |
Statement of Cash Flow [Table Text Block] | Nine Months Ended September 30, September 30, 2015 2014 Net cash used in operating activities $ (352,169 ) $ (2,074,850 ) Net cash used in investing activities $ (79,815 ) $ (276,460 ) Net cash provided by financing activities $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property and Equipment [Table Text Block] | September 30, December 31, 2015 2014 Furniture and office equipment $ 931,242 $ 959,080 Leasehold improvements 190,722 190,722 Total property and equipment 1,121,964 1,149,802 Less: accumulated depreciation (923,649 ) (829,131 ) Net carrying value $ 198,315 $ 320,671 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, 2015 December 31, 2014 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amount Amortization Balance Amount Amortization Balance Charter/ Cooperation agreements $ 2,755,821 $ (711,924 ) $ 2,043,897 $ 2,755,821 $ (608,580 ) $ 2,147,241 Software and licenses 253,930 (227,860 ) 26,070 253,930 (215,358 ) 38,572 Website and mobile app development 653,830 (375,689 ) 278,141 356,425 (356,425 ) - Total definite lived intangible assets $ 3,663,581 $ (1,315,473 ) $ 2,348,108 $ 3,366,176 $ (1,180,363 ) $ 2,185,813 Website name 134,290 - 134,290 134,290 - 134,290 Total intangible assets $ 3,797,871 $ (1,315,473 ) $ 2,482,398 $ 3,500,466 $ (1,180,363 ) $ 2,320,103 |
Amortization Expense [Table Text Block] | Amortization to be Years ending December 31, Recognized 2015 (3 months) $ 62,003 2016 255,274 2017 239,487 2018 194,788 2019 138,275 2020 137,792 Thereafter 1,320,489 Total amortization to be recognized $ 2,348,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value of the Warrant Liabilities [Table Text Block] | Black Scholes Monte Carlo September 30, December 31, 2015 2014 Risk-free interest rate 0.64% 1.040% Expected volatility 70% 70% Expected term (years) 1.92 2.67 Expected dividend yield 0% 0% | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Table Text Block] | September 30, 2015 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Liabilities Warrant liabilities (see Note 10) $ - $ - $ 459,686 $ 459,686 | December 31, 2014 Fair Value Measurements Level 1 Level 2 Level 3 Total Fair Value Liabilities Warrant liabilities (see Note 10) $ - $ - $ 585,050 $ 585,050 |
Components Effecting Change in Fair Value [Table Text Block] | Level 3 Assets and Liabilities For the Nine Months Ended September 30, 2015 Change in January 1, Fair Value September 30, 2015 Settlements gain 2015 Liabilities: Warrant liabilities (see Note 10) $ 585,050 $ - $ (125,364 ) $ 459,686 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share Based Payments Expense [Table Text Block] | Three Months Ended Nine Months Ended September 30 September 30 September 30 September 30 2015 2014 2015 2014 Employees and directors share-based payments $ 287,000 $ 912,000 $ 968,000 $ 1,133,000 |
Stock Option Activity [Table Text Block] | Weighted Average Remaining Aggregated Options Weighted Average Contractual Life Intrinsic Outstanding Exercise Price (Years) Value Outstanding at January 1, 2015 1,800,226 $ 2.73 Granted 16,565 2.12 Exercised (19,042 ) 1.79 Expired (30,689 ) 1.89 Forfeited (45,964 ) 1.68 Outstanding at September 30, 2015 1,721,096 $ 2.77 5.89 $ 60,625 Vested and expected to vest as of September 30, 2015 1,721,096 2.77 5.89 60,625 Options exercisable at September 30, 2015 (vested) 1,674,156 $ 2.80 5.83 $ 52,188 |
Warrants Outstanding [Table Text Block] | September 30, December 31, 2015 2014 Number of Number of Warrants Warrants Exercise Expiration Warrants Outstanding Outstanding Outstanding Price Date and Exercisable and Exercisable May 2011 Warner Brothers Warrants 200,000 200,000 $ 6.60 05/11/16 2011 Service Agreement Warrants 26,667 26,667 $ 7.20 06/15/16 2012 August Financing Warrants (i) 536,250 536,250 $ 1.50 08/30/17 2013 Broker Warrants (Series D Financing) 228,571 228,571 $ 1.75 07/05/18 2013 Broker Warrants (Convertible Note) 114,285 114,285 $ 1.75 11/04/18 2014 Broker Warrants (Series E Financing) 1,085,714 1,085,714 $ 1.75 01/31/19 2,191,487 2,191,487 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | September 30, September 30, 2015 2014 Warrants 2,191,487 2,191,487 Options 1,721,096 1,821,142 Series A Preferred Stock 933,333 933,333 Series E Preferred Stock 7,254,997 7,559,998 Convertible promissory notes 1,947,053 1,878,481 Total 14,047,966 14,384,441 |
Unissued Common Stock for Possible Future Issuance [Table Text Block] | September 30, September 30, 2015 2014 Exercise of stock warrants 2,191,487 2,191,487 Exercise and future grants of stock options 3,928,870 3,985,605 Conversion of preferred stock 8,188,330 8,493,331 Issuable shares from conversion of promissory notes payable 1,947,053 1,878,481 Total 16,255,740 16,548,904 |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leased Property Costs [Table Text Block] | Leased Property Years ending December 31, Costs 2015 (3 months) $ 203,850 2016 691,653 2017 57,725 Total $ 953,228 |
Leased Content Commitment [Table Text Block] | Years ending December 31, Content Costs 2015 (3 months) $ 2,237,711 2016 1,306,500 2017 1,074,650 Total $ 4,618,861 |
Going Concern and Management'32
Going Concern and Management's Plans (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Going Concern And Management's Plans 1 | $ 6,600 |
Going Concern And Management's Plans 2 | 6,200 |
Going Concern And Management's Plans 3 | 84,600 |
Going Concern And Management's Plans 4 | 19,000 |
Going Concern And Management's Plans 5 | 50,000 |
Going Concern And Management's Plans 6 | $ 47,300 |
VIE Structure and Arrangement33
VIE Structure and Arrangements (Narrative) (Details) - 9 months ended Sep. 30, 2015 ¥ in Thousands, $ in Millions | USD ($)yrd | CNY (¥)yrd |
Vie Structure And Arrangements 1 | 100.00% | 100.00% |
Vie Structure And Arrangements 2 | yr | 20 | 20 |
Vie Structure And Arrangements 3 | 30 | 30 |
Vie Structure And Arrangements 4 | ¥ | ¥ 17,000 | |
Vie Structure And Arrangements 5 | $ | $ 2.7 |
Sales of WFOE and Dissolution34
Sales of WFOE and Dissolution of Jinan Zhong Kuan (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Sales Of Wfoe And Dissolution Of Jinan Zhong Kuan 1 | $ 50,000 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Property And Equipment 1 | $ 47,000 |
Property And Equipment 2 | 147,000 |
Property And Equipment 3 | 55,000 |
Property And Equipment 4 | $ 181,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets 1 | $ 52,000 |
Intangible Assets 2 | 137,000 |
Intangible Assets 3 | 70,000 |
Intangible Assets 4 | $ 234,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Related Party Transactions 1 | $ 3 |
Related Party Transactions 2 | 3,000,000 |
Related Party Transactions 3 | 3,000,000 |
Related Party Transactions 4 | 4.75 |
Related Party Transactions 5 | $ 4.75 |
Related Party Transactions 6 | 20 |
Related Party Transactions 7 | $ 1.75 |
Related Party Transactions 8 | 2,126,000 |
Related Party Transactions 9 | 1.75 |
Related Party Transactions 10 | 30,000 |
Related Party Transactions 11 | 90,000 |
Related Party Transactions 12 | 30,000 |
Related Party Transactions 13 | $ 2,216,000 |
Related Party Transactions 14 | 0 |
Related Party Transactions 15 | $ 182,000 |
Related Party Transactions 16 | $ 94,000 |
Related Party Transactions 17 | 0 |
Related Party Transactions 18 | $ 41,000 |
Related Party Transactions 19 | 80,000 |
Related Party Transactions 20 | 122,000 |
Related Party Transactions 21 | $ 39,000 |
Related Party Transactions 22 | 0 |
Related Party Transactions 23 | $ 50,000 |
Series D and Series E Preferr38
Series D and Series E Preferred Stock Financing and Convertible Note (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)yr$ / sharesshares | |
Series D And Series E Preferred Stock Financing And Convertible Note 1 | shares | 2,285,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 2 | 4.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 3 | $ / shares | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 4 | $ 4,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 9 | 183,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 10 | 2,651,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 11 | 92,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 12 | 2,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 13 | $ 2,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 14 | 4.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 11 | shares | 1,142,857 |
Series D And Series E Preferred Stock Financing And Convertible Note 17 | $ 370,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 18 | 129,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 19 | $ 241,936 |
Series D And Series E Preferred Stock Financing And Convertible Note 20 | shares | 114,285 |
Series D And Series E Preferred Stock Financing And Convertible Note 21 | $ / shares | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 22 | yr | 5 |
Series D And Series E Preferred Stock Financing And Convertible Note 23 | 0.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 24 | 70.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 25 | 1.36% |
Series D And Series E Preferred Stock Financing And Convertible Note 26 | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 27 | $ 128,072 |
Series D And Series E Preferred Stock Financing And Convertible Note 28 | shares | 14,285,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 29 | $ / shares | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 30 | $ 25,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 31 | shares | 14,285,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 32 | shares | 1,142,857 |
Series D And Series E Preferred Stock Financing And Convertible Note 33 | $ 2,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 34 | shares | 10,857,143 |
Series D And Series E Preferred Stock Financing And Convertible Note 35 | $ 19,000,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 36 | shares | 2,285,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 37 | shares | 2,285,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 38 | $ 4,552,347 |
Series D And Series E Preferred Stock Financing And Convertible Note 39 | $ 2,386,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 40 | shares | 1,085,714 |
Series D And Series E Preferred Stock Financing And Convertible Note 41 | $ / shares | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 42 | yr | 5 |
Series D And Series E Preferred Stock Financing And Convertible Note 43 | 0.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 44 | 70.00% |
Series D And Series E Preferred Stock Financing And Convertible Note 45 | 1.49% |
Series D And Series E Preferred Stock Financing And Convertible Note 46 | $ 1.75 |
Series D And Series E Preferred Stock Financing And Convertible Note 47 | 2,166,296 |
Series D And Series E Preferred Stock Financing And Convertible Note 48 | 16,402,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 49 | 16,571,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 50 | 183,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 51 | 14,000 |
Series D And Series E Preferred Stock Financing And Convertible Note 52 | $ 92,054 |
Warrant Liabilities (Narrative)
Warrant Liabilities (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Warrant Liabilities 1 | shares | 977,063 |
Warrant Liabilities 2 | $ 1,525,000 |
Warrant Liabilities 3 | 460,000 |
Warrant Liabilities 4 | 585,000 |
Warrant Liabilities 5 | $ 125,000 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)yrshares | |
Share-based Payments 1 | shares | 1,721,096 |
Share-based Payments 2 | shares | 2,191,487 |
Share-based Payments 3 | shares | 4,000,000 |
Share-based Payments 4 | shares | 2,011,297 |
Share-based Payments 5 | $ 1.28 |
Share-based Payments 6 | 1.70 |
Share-based Payments 7 | 6,192 |
Share-based Payments 8 | 8,553 |
Share-based Payments 9 | $ 78,000 |
Share-based Payments 10 | yr | 1.44 |
Share-based Payments 11 | $ 301,000 |
Share-based Payments 12 | 719,000 |
Share-based Payments 13 | $ 2.20 |
Share-based Payments 14 | yr | 2.64 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Income Taxes 1 | $ 23.6 |
Income Taxes 2 | 1.7 |
Income Taxes 3 | $ 14.7 |
Income Taxes 4 | 100.00% |
Income Taxes 5 | $ 0.5 |
Income Taxes 6 | $ 2.3 |
Contingencies and Commitments42
Contingencies and Commitments (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Contingencies And Commitments 1 | $ 1,348,000 |
Concentration, Credit and Oth43
Concentration, Credit and Other Risks (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Concentration, Credit And Other Risks 1 | 10.00% |
Concentration, Credit And Other Risks 2 | 10.00% |
Concentration, Credit And Other Risks 3 | 10.00% |
Concentration, Credit And Other Risks 4 | 10.00% |
Concentration, Credit And Other Risks 5 | 10.00% |
Concentration, Credit And Other Risks 6 | 10.00% |
Concentration, Credit And Other Risks 7 | 10.00% |
Concentration, Credit And Other Risks 8 | 10.00% |
Concentration, Credit And Other Risks 9 | 10.00% |
Concentration, Credit And Other Risks 10 | 10.00% |
Defined Contribution Plan (Narr
Defined Contribution Plan (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Defined Contribution Plan 1 | 100.00% |
Defined Contribution Plan 2 | 3.00% |
Defined Contribution Plan 3 | 50.00% |
Defined Contribution Plan 4 | 5.00% |
Defined Contribution Plan 5 | $ 7,000 |
Defined Contribution Plan 6 | $ 25,000 |
Statement of Financial Position
Statement of Financial Position (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Vie Structure And Arrangements Statement Of Financial Position 1 | $ 74,541 |
Vie Structure And Arrangements Statement Of Financial Position 2 | 506,525 |
Vie Structure And Arrangements Statement Of Financial Position 3 | 2,578,745 |
Vie Structure And Arrangements Statement Of Financial Position 4 | 1,091,076 |
Vie Structure And Arrangements Statement Of Financial Position 5 | 969,250 |
Vie Structure And Arrangements Statement Of Financial Position 6 | 1,041,609 |
Vie Structure And Arrangements Statement Of Financial Position 7 | 76,498 |
Vie Structure And Arrangements Statement Of Financial Position 8 | 105,918 |
Vie Structure And Arrangements Statement Of Financial Position 9 | 29,299 |
Vie Structure And Arrangements Statement Of Financial Position 10 | 12,811 |
Vie Structure And Arrangements Statement Of Financial Position 11 | 125,178 |
Vie Structure And Arrangements Statement Of Financial Position 12 | 572,192 |
Vie Structure And Arrangements Statement Of Financial Position 13 | 3,853,511 |
Vie Structure And Arrangements Statement Of Financial Position 14 | 3,330,131 |
Vie Structure And Arrangements Statement Of Financial Position 15 | 191,134 |
Vie Structure And Arrangements Statement Of Financial Position 16 | 297,898 |
Vie Structure And Arrangements Statement Of Financial Position 17 | 27,118 |
Vie Structure And Arrangements Statement Of Financial Position 18 | 35,648 |
Vie Structure And Arrangements Statement Of Financial Position 19 | 284,535 |
Vie Structure And Arrangements Statement Of Financial Position 20 | 5,291 |
Vie Structure And Arrangements Statement Of Financial Position 21 | 688,672 |
Vie Structure And Arrangements Statement Of Financial Position 22 | 850,054 |
Vie Structure And Arrangements Statement Of Financial Position 23 | 187,508 |
Vie Structure And Arrangements Statement Of Financial Position 24 | 272,657 |
Vie Structure And Arrangements Statement Of Financial Position 25 | 5,232,478 |
Vie Structure And Arrangements Statement Of Financial Position 26 | 4,791,679 |
Vie Structure And Arrangements Statement Of Financial Position 27 | 9,229 |
Vie Structure And Arrangements Statement Of Financial Position 28 | 8,598 |
Vie Structure And Arrangements Statement Of Financial Position 29 | 217,991 |
Vie Structure And Arrangements Statement Of Financial Position 30 | 13,431 |
Vie Structure And Arrangements Statement Of Financial Position 31 | 998,930 |
Vie Structure And Arrangements Statement Of Financial Position 32 | 573,620 |
Vie Structure And Arrangements Statement Of Financial Position 33 | 746,071 |
Vie Structure And Arrangements Statement Of Financial Position 34 | 348,007 |
Vie Structure And Arrangements Statement Of Financial Position 35 | 12,443,690 |
Vie Structure And Arrangements Statement Of Financial Position 36 | 11,200,536 |
Vie Structure And Arrangements Statement Of Financial Position 37 | 14,415,911 |
Vie Structure And Arrangements Statement Of Financial Position 38 | 12,144,192 |
Vie Structure And Arrangements Statement Of Financial Position 39 | 14,415,911 |
Vie Structure And Arrangements Statement Of Financial Position 40 | $ 12,144,192 |
Statement of Operation (Details
Statement of Operation (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Vie Structure And Arrangements Statement Of Operation 1 | $ 2,983,741 |
Vie Structure And Arrangements Statement Of Operation 2 | 965,268 |
Vie Structure And Arrangements Statement Of Operation 3 | (2,030,575) |
Vie Structure And Arrangements Statement Of Operation 4 | $ (3,548,767) |
Statement of Cash Flow (Details
Statement of Cash Flow (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Vie Structure And Arrangements Statement Of Cash Flow 1 | $ (352,169) |
Vie Structure And Arrangements Statement Of Cash Flow 2 | (2,074,850) |
Vie Structure And Arrangements Statement Of Cash Flow 3 | (79,815) |
Vie Structure And Arrangements Statement Of Cash Flow 4 | (276,460) |
Vie Structure And Arrangements Statement Of Cash Flow 5 | 0 |
Vie Structure And Arrangements Statement Of Cash Flow 6 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Property And Equipment Property And Equipment 1 | $ 931,242 |
Property And Equipment Property And Equipment 2 | 959,080 |
Property And Equipment Property And Equipment 3 | 190,722 |
Property And Equipment Property And Equipment 4 | 190,722 |
Property And Equipment Property And Equipment 5 | 1,121,964 |
Property And Equipment Property And Equipment 6 | 1,149,802 |
Property And Equipment Property And Equipment 7 | (923,649) |
Property And Equipment Property And Equipment 8 | (829,131) |
Property And Equipment Property And Equipment 9 | 198,315 |
Property And Equipment Property And Equipment 10 | $ 320,671 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Goodwill (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets Schedule Of Intangible Assets And Goodwill 1 | $ 2,755,821 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 2 | (711,924) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 3 | 2,043,897 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 4 | 2,755,821 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 5 | (608,580) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 6 | 2,147,241 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 7 | 253,930 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 8 | (227,860) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 9 | 26,070 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 10 | 253,930 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 11 | (215,358) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 12 | 38,572 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 13 | 653,830 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 14 | (375,689) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 15 | 278,141 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 16 | 356,425 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 17 | (356,425) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 18 | 0 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 19 | 3,663,581 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 20 | (1,315,473) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 21 | 2,348,108 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 22 | 3,366,176 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 23 | (1,180,363) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 24 | 2,185,813 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 25 | 134,290 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 26 | 0 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 27 | 134,290 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 28 | 134,290 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 29 | 0 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 30 | 134,290 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 31 | 3,797,871 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 32 | (1,315,473) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 33 | 2,482,398 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 34 | 3,500,466 |
Intangible Assets Schedule Of Intangible Assets And Goodwill 35 | (1,180,363) |
Intangible Assets Schedule Of Intangible Assets And Goodwill 36 | $ 2,320,103 |
Amortization Expense (Details)
Amortization Expense (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets Amortization Expense 1 | $ 62,003 |
Intangible Assets Amortization Expense 2 | 255,274 |
Intangible Assets Amortization Expense 3 | 239,487 |
Intangible Assets Amortization Expense 4 | 194,788 |
Intangible Assets Amortization Expense 5 | 138,275 |
Intangible Assets Amortization Expense 6 | 137,792 |
Intangible Assets Amortization Expense 6 | 1,320,489 |
Intangible Assets Amortization Expense 7 | $ 2,348,108 |
Fair Value of the Warrant Liabi
Fair Value of the Warrant Liabilities (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements Fair Value Of The Warrant Liabilities 1 | 0.64% |
Fair Value Measurements Fair Value Of The Warrant Liabilities 2 | 1.04% |
Fair Value Measurements Fair Value Of The Warrant Liabilities 3 | 70.00% |
Fair Value Measurements Fair Value Of The Warrant Liabilities 4 | 70.00% |
Fair Value Measurements Fair Value Of The Warrant Liabilities 5 | 1.92 |
Fair Value Measurements Fair Value Of The Warrant Liabilities 6 | 2.67 |
Fair Value Measurements Fair Value Of The Warrant Liabilities 7 | 0.00% |
Fair Value Measurements Fair Value Of The Warrant Liabilities 8 | 0.00% |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 1 | $ 0 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 2 | 0 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 3 | 459,686 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 4 | $ 459,686 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 1 | $ 0 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 2 | 0 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 3 | 585,050 | |
Fair Value Measurements Assets And Liabilities Measured At Fair Value On A Recurring Basis 4 | $ 585,050 |
Components Effecting Change in
Components Effecting Change in Fair Value (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Measurements Components Effecting Change In Fair Value 1 | $ 585,050 |
Fair Value Measurements Components Effecting Change In Fair Value 2 | 0 |
Fair Value Measurements Components Effecting Change In Fair Value 3 | (125,364) |
Fair Value Measurements Components Effecting Change In Fair Value 4 | $ 459,686 |
Share Based Payments Expense (D
Share Based Payments Expense (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Share-based Payments Share Based Payments Expense 1 | $ 287,000 |
Share-based Payments Share Based Payments Expense 2 | 912,000 |
Share-based Payments Share Based Payments Expense 3 | 968,000 |
Share-based Payments Share Based Payments Expense 4 | $ 1,133,000 |
Stock Option Activity (Details)
Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Share-based Payments Stock Option Activity 1 | $ 1,800,226 |
Share-based Payments Stock Option Activity 2 | 2.73 |
Share-based Payments Stock Option Activity 3 | $ 16,565 |
Share-based Payments Stock Option Activity 4 | 2.12 |
Share-based Payments Stock Option Activity 5 | $ (19,042) |
Share-based Payments Stock Option Activity 6 | 1.79 |
Share-based Payments Stock Option Activity 7 | $ (30,689) |
Share-based Payments Stock Option Activity 8 | 1.89 |
Share-based Payments Stock Option Activity 9 | $ (45,964) |
Share-based Payments Stock Option Activity 10 | 1.68 |
Share-based Payments Stock Option Activity 11 | $ 1,721,096 |
Share-based Payments Stock Option Activity 12 | 2.77 |
Share-based Payments Stock Option Activity 13 | 5.89 |
Share-based Payments Stock Option Activity 14 | $ 60,625 |
Share-based Payments Stock Option Activity 15 | $ 1,721,096 |
Share-based Payments Stock Option Activity 16 | 2.77 |
Share-based Payments Stock Option Activity 17 | 5.89 |
Share-based Payments Stock Option Activity 18 | $ 60,625 |
Share-based Payments Stock Option Activity 19 | $ 1,674,156 |
Share-based Payments Stock Option Activity 20 | 2.80 |
Share-based Payments Stock Option Activity 21 | 5.83 |
Share-based Payments Stock Option Activity 22 | $ 52,188 |
Warrants Outstanding (Details)
Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Share-based Payments Warrants Outstanding 1 | $ 200,000 |
Share-based Payments Warrants Outstanding 2 | $ 200,000 |
Share-based Payments Warrants Outstanding 3 | 6.60 |
Share-based Payments Warrants Outstanding 4 | $ 26,667 |
Share-based Payments Warrants Outstanding 5 | $ 26,667 |
Share-based Payments Warrants Outstanding 6 | 7.20 |
Share-based Payments Warrants Outstanding 7 | $ 536,250 |
Share-based Payments Warrants Outstanding 8 | $ 536,250 |
Share-based Payments Warrants Outstanding 9 | 1.50 |
Share-based Payments Warrants Outstanding 10 | $ 228,571 |
Share-based Payments Warrants Outstanding 11 | $ 228,571 |
Share-based Payments Warrants Outstanding 12 | 1.75 |
Share-based Payments Warrants Outstanding 13 | $ 114,285 |
Share-based Payments Warrants Outstanding 14 | $ 114,285 |
Share-based Payments Warrants Outstanding 15 | 1.75 |
Share-based Payments Warrants Outstanding 16 | $ 1,085,714 |
Share-based Payments Warrants Outstanding 17 | $ 1,085,714 |
Share-based Payments Warrants Outstanding 18 | 1.75 |
Share-based Payments Warrants Outstanding 19 | $ 2,191,487 |
Share-based Payments Warrants Outstanding 20 | $ 2,191,487 |
Antidilutive Securities Exclude
Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 1 | $ 2,191,487 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 2 | 2,191,487 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 3 | 1,721,096 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 4 | 1,821,142 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 5 | 933,333 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 6 | 933,333 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 7 | 7,254,997 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 8 | 7,559,998 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 9 | 1,947,053 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 10 | 1,878,481 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 11 | 14,047,966 |
Net Loss Per Common Share Antidilutive Securities Excluded From Computation Of Earnings Per Share 12 | $ 14,384,441 |
Unissued Common Stock for Possi
Unissued Common Stock for Possible Future Issuance (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 1 | $ 2,191,487 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 2 | 2,191,487 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 3 | 3,928,870 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 4 | 3,985,605 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 5 | 8,188,330 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 6 | 8,493,331 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 7 | 1,947,053 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 8 | 1,878,481 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 9 | 16,255,740 |
Net Loss Per Common Share Unissued Common Stock For Possible Future Issuance 10 | $ 16,548,904 |
Leased Property Costs (Details)
Leased Property Costs (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Contingencies And Commitments Leased Property Costs 1 | $ 203,850 |
Contingencies And Commitments Leased Property Costs 2 | 691,653 |
Contingencies And Commitments Leased Property Costs 3 | 57,725 |
Contingencies And Commitments Leased Property Costs 4 | $ 953,228 |
Leased Content Commitment (Deta
Leased Content Commitment (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Contingencies And Commitments Leased Content Commitment 1 | $ 2,237,711 |
Contingencies And Commitments Leased Content Commitment 2 | 1,306,500 |
Contingencies And Commitments Leased Content Commitment 3 | 1,074,650 |
Contingencies And Commitments Leased Content Commitment 4 | $ 4,618,861 |
Uncategorized Items - yod-20150
Label | Element | Value |
Accumulated Other Comprehensive Loss [Member] | ||
Sale Of Subsidiary And Dissolution Of Variable Interest Entity | yod_SaleOfSubsidiaryAndDissolutionOfVariableInterestEntity | $ (633,984) |
YOU On Demand Shareholders' Equity [Member] | ||
Sale Of Subsidiary And Dissolution Of Variable Interest Entity | yod_SaleOfSubsidiaryAndDissolutionOfVariableInterestEntity | $ (633,984) |