UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2015
IDI, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 333-158336 | 77-0688094 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2650 North Military Trail, Suite 300, Boca Raton, Florida |
33431 | |
| (Address of Principal Executive Offices) | (Zip Code) |
561-757-4000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 2.02 Results of Operations and Financial Condition.
Item 2.02 Results of Operations and Financial Condition.
On May 20, 2015, IDI, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended March 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release, dated May 20, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IDI, INC. | ||||||
| Date: May 27, 2015 | By: | /s/ Derek Dubner | ||||
| Derek Dubner | ||||||
| Co-Chief Executive Officer | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of IDI, Inc., dated May 20, 2015. | |
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Exhibit 99.1
IDI, Inc. Reports First Quarter 2015 Results
BOCA RATON, Fla.—May 20, 2015—IDI, Inc. (NYSE MKT: IDI), an information solutions provider and multi-platform media company, today announced its financial and operating results for the first quarter of 2015 ending March 31, 2015.
Following the merger of Tiger Media, Inc. and The Best One, Inc. (TBO), completed on March 21, 2015, TBO was named the accounting acquirer. As a result, IDI, Inc.’s first quarter financial results reflect TBO and its wholly owned subsidiary, Interactive Data, LLC, and Tiger Media’s results of operations only during the period from March 22, 2015 to March 31, 2015 and deemed insignificant. In addition, as IDI Holdings, LLC (f/k/a The Best One, Inc.) was formed on September 22, 2014, no comparative figures during the corresponding period in 2014 are presented.
Key highlights for the first quarter of 2015 include:
| • | Completion of the acquisition of TBO and creation of the new data fusion division to drive future growth. |
| • | Completion of the Seattle-based technology team and the initial development of new data products. |
| • | Total Revenue of $1.3 million, which was driven by the new data fusion division. |
| • | Net loss was $1.7 million due to increased personnel and development costs. |
| • | Cash and cash equivalents as of March 31, 2015 were $7.3 million, compared to $4.2 million at 2014 fiscal year end. |
Mr. Derek Dubner, Co-CEO of IDI, Inc. stated, “We are pleased to report that we have entered 2015 with a team and infrastructure that we believe can drive an entirely new level of growth opportunities for our Company. The strategic acquisition of TBO enabled us to successfully transition our business into the multi-billion dollar data fusion market where we can immediately begin defining IDI as a leading player. We believe that the collective experience of our management team, our established information technology platform and our ability to deliver unparalleled data analytics and linking technology to a number of diverse markets offers an incredible opportunity for growth in the months ahead.”
IDI, Inc. will maintain an advertising services division for established business and new opportunities within the out-of-home advertising industry but will focus future growth on its data fusion division. It has already carved a niche within the Accounts Receivable Management (“ARM”) industry and will now target the entirety of the risk management market to serve today’s growing data fusion needs.
About IDI, Inc.
IDI, Inc. is an information solutions provider focused on the multi-billion dollar data-fusion market. IDI delivers otherwise unattainable insight into the ever-expanding universe of consumer and business centric data. Through proprietary linking technology, advanced systems architecture, and a massive data repository, IDI will address the rapidly growing need for actionable intelligence to support the entirety of the risk management industry, for purposes including due diligence, risk assessment, fraud detection and prevention, authentication and verification, and more. Additionally, IDI’s cross-functional core systems and processes are designed to deliver an unrivaled level of clarity into consumer data to support advanced marketing analytics. IDI also operates a multi-platform media company operating in China, which provides advertising services in the out-of-home advertising industry, including iScreen Outdoor LCD screens and billboards.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward looking statements include statements about whether we can drive a new level of growth opportunities for the Company, and whether our management, platforms and ability to deliver unparalleled data analytics to a number of diverse markets offers an incredible opportunity for growth, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the risk that the transaction between IDI, Inc. (f/k/a Tiger Media, Inc.) and IDI Holdings, LLC (f/k/a The Best One, Inc.) may involve unexpected costs or unexpected liabilities; and the other risks set forth in IDI’s Annual Report on 10-K, filed with the SEC on April 15, 2015, as well as the other factors described in the filings that IDI makes with the SEC from time to time. You are cautioned not to place undue reliance on these forward looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
IDI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
(unaudited)
| March 31, 2015 | December 31, 2014 | |||||||
| ASSETS |
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| CURRENT ASSETS |
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| Cash and cash equivalents |
$ | 7,296 | $ | 5,996 | ||||
| Accounts receivable, net |
2,251 | 295 | ||||||
| Prepaid expenses and other current assets |
762 | 190 | ||||||
| Deferred tax assets, current |
203 | 95 | ||||||
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| Total current assets |
10,512 | 6,576 | ||||||
| NON-CURRENT ASSETS |
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| Property and equipment, net |
1,821 | 302 | ||||||
| Long-term deferred expenses |
580 | — | ||||||
| Intangible assets, net |
5,062 | 796 | ||||||
| Goodwill |
40,698 | 5,226 | ||||||
| Other assets |
38 | 38 | ||||||
| Deferred tax assets, non-current |
294 | 275 | ||||||
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| Total non-current assets |
48,493 | 6,637 | ||||||
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| Total assets |
59,005 | 13,213 | ||||||
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| LIABILITIES & SHAREHOLDERS’ EQUITY |
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| CURRENT LIABILITIES |
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| Accounts payable |
1,884 | 890 | ||||||
| Accrued expenses and other payables |
1,118 | — | ||||||
| Acquisition consideration payable |
460 | — | ||||||
| Amounts due to related parties |
178 | 52 | ||||||
| Deferred revenue |
264 | 164 | ||||||
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| Total current liabilities |
3,904 | 1,106 | ||||||
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| Total liabilities |
3,904 | 1,106 | ||||||
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| SHAREHOLDERS’ EQUITY |
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| Preferred Shares—$0.0001 par value 10,000,000 shares authorized, 4,965,302 and 4,965,302 shares issued and outstanding on March 31, 2015 and December 31, 2014, respectively |
— | — | ||||||
| Common Shares—$0.0005 par value 200,000,000 shares authorized, 13,888,454 and 6,597,155 shares issued and outstanding on March 31, 2015 and December 31, 2014, respectively |
7 | 3 | ||||||
| Additional paid-in capital |
56,926 | 12,714 | ||||||
| Accumulated other comprehensive loss |
6 | — | ||||||
| Accumulated deficit |
(2,246 | ) | (610 | ) | ||||
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| Total IDI shareholders’ equity |
54,693 | 12,107 | ||||||
| Non-controlling interests |
408 | — | ||||||
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| Total shareholders’ equity |
55,101 | 12,107 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 59,005 | $ | 13,213 | ||||
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IDI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in thousands, except share data)
(unaudited)
| Three Months Ended March 31, 2015 (1) |
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| Revenue |
$ | 1,268 | ||
| Cost of revenues |
(618 | ) | ||
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| Gross profit |
650 | |||
| Operating expenses |
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| Sales and marketing expenses |
(561 | ) | ||
| General and administrative expenses |
(1,748 | ) | ||
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| Loss from operations |
(1,659 | ) | ||
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| Other income/(expense) |
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| Interest income |
7 | |||
| Other expense, net |
(2 | ) | ||
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| Total other income |
5 | |||
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| Loss before income taxes |
(1,654 | ) | ||
| Income taxes |
— | |||
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| Net loss |
$ | (1,654 | ) | |
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| Less: net loss attributable to non-controlling interests |
(17 | ) | ||
| Net loss attributable to shareholders |
$ | (1,637 | ) | |
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| Loss per share |
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| Basic and Diluted |
$ | (0.22 | ) | |
| Weighted average number of shares outstanding - |
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| Basic and diluted |
7,488,314 | |||
| Comprehensive loss: |
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| Net loss |
$ | (1,654 | ) | |
| Foreign currency translation adjustment |
6 | |||
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| Net comprehensive loss |
$ | (1,648 | ) | |
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| (1) | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding period in 2014 are presented. |
IDI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, except share data)
(unaudited)
| Three Months Ended March 31, 2015 (1) |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss |
$ | (1,654 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Depreciation of property and equipment |
32 | |||
| Amortization of intangible assets |
29 | |||
| Amortization of long-term deferred expenses |
7 | |||
| Share-based compensation |
102 | |||
| Change in allowance for doubtful accounts |
21 | |||
| (Increase) / decrease in assets: |
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| Accounts receivable |
(167 | ) | ||
| Prepaid expenses and other current assets |
(377 | ) | ||
| Amounts due from related parties |
4 | |||
| Increase / (decrease) in liabilities: |
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| Accounts payable |
(527 | ) | ||
| Accrued expenses and other payables |
379 | |||
| Amounts due to related parties |
2 | |||
| Deferred revenue |
20 | |||
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| Net cash used in operating activities |
(2,129 | ) | ||
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Purchase of property and equipment |
(130 | ) | ||
| Purchase of intangible assets |
(13 | ) | ||
| Proceeds from acquisition |
3,569 | |||
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| Net cash provided by investing activities |
3,426 | |||
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Net cash provided by financing activities |
— | |||
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| Effect of foreign exchange rate changes on cash and cash equivalents |
3 | |||
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| Net increase in cash and cash equivalents |
$ | 1,300 | ||
| Cash and cash equivalents at beginning of period |
5,996 | |||
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| Cash and cash equivalents at end of period |
$ | 7,296 | ||
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| SUPPLEMENTAL DISCLOSURE INFORMATION |
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| Cash paid for interest |
— | |||
| Cash paid for income taxes |
— | |||
| (1) | As IDI Holdings, LLC, the accounting acquirer of the merger consummated effective as of March 21, 2015, was incorporated on September 22, 2014, no comparative figures for the corresponding period in 2014 are presented. |
Investor Contact:
For IDI, Inc.
MDM Worldwide Solutions
David Zazoff, 646-403-3554