Form 10-Q for ASIA GLOBAL HOLDINGS CORP.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
The following review concerns the three months ended March 31, 2008 and 2007, which should be read in conjunction with the audited consolidated financial statements and notes thereto presented in the Form 10-K.
Forward Looking Statements
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Overview and Future Plan of Operations
In the first three months of 2008, our quarterly revenues grew by 84% from $828,495 in 2007 to $1,524,346 in 2008. Nearly all of our revenue and the increase resulted from increased sales from our advertising and media business.
For the quarterly period ended March 31, 2008 we experienced a profit of $390,932 compared to a loss of $2,947,163 for the same period in 2007. The increase in profitability is primarily attributed to significantly lowered costs in our TV entertainment business for the quarter and decreased non-cash business expansion costs related to our business expansion in China, compared to the same quarter in 2007.
In the first quarter of 2008 we continued our expansion into TV entertainment in China by broadening our opportunities for revenue with the acquisition of new program formats to exploit in China, while concurrently lowering our operating costs for this business segment by cutting the costs of production related to our first TV effort Who Wants To Be A Millionaire?. During 2007 we entered the television entertainment market when we produced and distributed the Who Wants To Be A Millionaire? TV show in China. We set up our own studio and began producing the TV show. The first show aired September 29, 2007 and became a weekly episode thereafter. While the show received high ratings the sales and distribution performances were unsatisfactory resulting in losses. Management decided to discontinue the show. Under our new business model we are able to expand our distribution and revenue potential without significant upfront costs as in the past. This new strategy, management believes, gives the Company increased opportunity for growth and revenue in the TV entertainment business in China with lower risk compared to our original approach.
Continued expansion into TV entertainment in China
The growing market for TV advertising in China is very attractive. Research studies indicate TV ad sales represent 75% of the overall ad spending in China's estimated $37 billion advertising market. Reports state television advertising sales in the first 6 months of 2006 totaled $14 billion representing a 22% increase over the same period last year making TV the greatest gainer in ad sales of all China media with newspapers, magazines, radio and outdoor growing 5%, 9%, 15% and 9% respectively. [Source: as reported by Xinhua News Agency]
To address this market opportunity AAGH subsidiary Sino Trade created the wholly-owned subsidiary Idea Asia (a Hong Kong corporation) to hold entertainment related businesses. Idea Asia created CMP (a Hong Kong corporation) of which Idea Asia owns 60%. In 2007 CMP launched Who Wants To Be A Millionaire? in mainland China. The show's production value is very high quality and we experienced very good rating in GuiZhou province where the show aired originally. However, the financial performance in 2007 was unsatisfactory due to the non-performance of CMP sales and distribution efforts. Given the lackluster sales and distribution performance we decided to discontinue the program. Resultantly, Idea Asia issued a demand note to CMP for the repayment of loans in the amount of $875,338. Management has decided it will no longer invest in CMP and plans to discontinue all operations of the subsidiary. Further, management shifted all operations related to TV entertainment to Idea Asia which will be lead by industry veteran Dominique Ullmann, appointed to the position of Executive Director of Idea Asia in February 2008, who will leverage his strong experience in the industry and well established business network in the region. Mr Ullmann will be in charge of the overall strategy and execution of all future TV entertainment business.
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Since the management shift in our TV entertainment segment Idea Asia has, as of this writing, acquired the rights to present six TV programs in China including Singing Bee, Blackjack Bowling, Silent Library, You Are What You Eat, Small Talk, and 50/50.
Singing Bee/Zeal Entertainment
In February 2008 Idea Asia signed a contract with Zeal Entertainment for the exclusive right of presenting the TV show "Singing Bee" in China. Zeal Entertainment ( http://www.zealentertainment.co.uk ) is an independent formats and events distributor and is a subsidiary of the Digital Rights Group, UK 's largest independent TV distributor. Zeal licenses formats, programs and event rights internationally and handles a range of successful properties, including "Singing Bee", "Miss World", "This Is Your Life", "Under Construction", and "The European Poker Tour." "Singing Bee" is a musical game show where contestants have to "sing in" the blanks to song lyrics when the music stops, it has been licensed to more than 30 territories worldwide, including the US, Australia, Europe and South America.
Blackjack Bowling/Sony Pictures Television International In March 2008 Idea Asia entered into an option agreement with Sony Pictures Television International (SPTI) giving Idea Asia the first opportunity to license the TV game show format "Blackjack Bowling" from SPTI to adapt and produce a local version of the format in China. "Blackjack Bowling" is the only show of its kind that combines two of the world's favorite pastimes - blackjack and bowling - just as the two simple elements of the roulette wheel and hangman were combined to create Wheel of Fortune. "Blackjack Bowling's" format is flexible and can be played in either a 30-minute or 60-minute format.
In February 2008 signed a contract with 2waytraffic for the exclusive right of presenting the TV show "Silent Library" in China. 2waytraffic is listed on the AIM of the London Stock Exchange and is a leading international developer and exploiter of interactive entertainment content for television, mobile and digital platforms with an unrivaled catalog of over 200 high quality entertainment formats including "Who Wants To Be A Millionaire?", "Brainiest", "Mr & Mrs", "Take It Or Leave It", "You Are What You Eat", and "That's The Question". "Silent Library" was created by Japanese comedian Hitoshi Matsumoto in 2001 as part of NTV's, hugely popular variety show, "Downtown no Gaki no Tsukai ya Arahende". "Silent Library" takes place in a library setting where a team of players perform pranks and punishments on each other whilst having to remain as silent as possible. No matter how unpleasant the challenge is, the contestant isn't allowed to yelp or shout or make any noise no matter how funny it is, his friends mustn't laugh.
You Are What You Eat/2waytraffic
In February 2008 Idea Asia signed a contract with 2waytraffic for the exclusive right of presenting the TV show "You Are What You Eat" in China. "You Are What You Eat" is the factual entertainment format which takes an uncompromising look at the people whose eating habits are threatening to send them to an early grave, and then shows them the way to change. Each week a renowned nutritionist takes an up-close - and sometimes very personal - look at the contributor and the effect their appalling diet is having on their body, before transforming the way they eat and feel in just eight weeks. The contributor is put through a series of sometimes shocking tests including tongue profiling, colonic irrigation and blood, urine and stool analysis which, coupled with the nutritionist's no-nonsense, 'tough love' approach make for graphic, but fascinatingly entertaining, viewing!
In February of 2008 Idea Asia signed a contract with FremantleMedia to exclusively represent the TV show "Small Talk in China". FremantleMedia is one of the largest international creators and producers of entertainment brands in the world with leading prime time drama, serial drama, entertainment and factual entertainment programming in over 40 countries worldwide. FremantleMedia is at the forefront of developing cross- platform media experiences through its FMX operation, which is successfully developing new entertainment brands and concepts specifically for mobile, broadband, games consoles and Internet Protocol Television (IPTV). FremantleMedia is a subsidiary of RTL Group, Europe 's largest television and radio broadcast company, which is 90% owned by Bertelsmann AG, an integrated media and entertainment company that commands leading positions in the world's media markets.
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"Small Talk" is a game show which is hugely successful around the world, starring little people, played by big people and enjoyed by viewers of all ages. Children aged between six and eight from various schools are taped prior to the studio recording, giving their answers and opinions to questions about life in general; the questions range from 'How long is a woman pregnant for before giving birth?' to 'What is a toupee?'. The answers are, in turn, hilarious, charming and bizarre! The studio centerpiece is a video wall of nine screens, with three contestants trying to predict how the children will respond to the questions. Aired in over 15 countries, "Small Talk" has garnered rating successes all around the world.
In February 2008 Idea Asia signed a contract with 2waytraffic for the exclusive right of presenting the TV show "50-50" in China . "50-50" is the ultimate quiz show which extends the 50-50 Lifeline from "Who Wants To Be A Millionaire?" into a new format. Everything is about making a straight choice between two possibilities and contestants win the chance to fill in a blank check with the amount they think they deserve to win. 50-50 can run weekly or daily, and is versatile enough to play in any timeslot. Answering questions individually but ultimately working as a team, contestants must select an answer from two possible options before the question is passed over to their partner who must decide whether they agree or disagree. If they agree, the original answer is locked in, but if they disagree, they overrule their partner's answer and the other option is locked in instead. After two nail-biting rounds throughout which the stakes rise and the game-play gets trickier, the couple reaches the climax of the game.
In 2008 the Company plans to continue expanding upon our proven-successful agency partnership programs with established advertising agencies in China to grow the Media and Advertising segment of our business. Also we plan to develop a new stream of revenue from our TV entertainment business by building on what we've learned so far from the Who Wants To Be A Millionaire? TV show experience. We also plan to continue to seek new opportunities in China TV entertainment. We expect these objectives will dominate our operations in 2008.
Media & Advertising going forward. In this segment we have had very solid performance as reflected in its financial performance. Our strategy of expanding through sales agents has been consistently working very well. Given this we plan to add more agents and continue this growth process. Additionally we plan to add more product offerings for the agent network to sell. We expect reasonable growth in this segment.
We will soon open an office in Shanghai where we will expand our sales effort for our media and advertising business. From this same office we also expand our TV entertainment sales and distribution efforts. We see the new Shanghai operation as a start to what will become a very synergistic sales and distribution hub for all of the AAGH businesses.
Currently we are reviewing plans to launch an online China-based consumer coupon service. Given our past experience in the online coupon business (in the US) we have the ability in-house to build the infrastructure and market the service. Management sees this as a synergistic business element within the AAGH family of media, advertising and entertainment businesses allowing for more channels of opportunity for our advertising clients.
TV Entertainment going forward. We learned a lot from our 2007 experience with Who Wants To Be A Millionaire? in China. Our plans going forward are to proceed in a revenue conscious manner to further development this business segment. With an industry veteran now directing the TV business segment, management believes the Company is on a good course to capitalize on the emerging TV entertainment business in China. The Company plans to continue to identify and acquire successful TV programs/formats from content providers. Through our initial effort with Who Wants To Be A Millionaire? we built a reputation of being a legitimate provider of high quality TV shows, not a "copy cat". Therefore, we are now proven and properly positioned to look for well established big name title sponsors who may also help subsidize production costs.
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We intend to generate revenue when our programs are broadcast on satellite TV and regional TV stations. Our target for 2008 is to have our programs distributed by 100 of the more than 1000 TV stations in China with average revenue of $150-500 per episode per regional TV station. Revenue per episode is dependant on the nature and geographic location of the individual TV station.
Results of Operations for the Three Months Ended March 31, 2008 and March 31, 2007
During the three months ended March 31, 2008, we experienced a net profit of $390,932. We expect to improve our income position over the next 12 months as we plan to continue growing our profitable advertising sales business in China and we expect increased revenue from our TV entertainment business.
During the three months ended March 31, 2008, we generated nearly all of our revenues from our Media & Advertising division. Over the next twelve months, we plan to devote the majority of our resources to expanding and further developing our Media and Advertising segment and our Idea Asia subsidiary.
The following table sets forth our net revenues by each operational division for the three months ended March 31, 2008 and 2007:
Revenue by Segment Three Months Ended March 31
2008 2007 Variance %
Media & Advertising $ 1,524,346 $ 828,431 $ 695,915 84
TV Entertainment $ 0 $ 0 $ 0 n/a
Asia Global Corporate $ 0 $ 64 $ (-64 ) n/a
In the first quarter of 2008 ended March 31, our revenues grew by 84% from $828,495 in 2007 to $1,524,346 in 2008 primarily resulting from increased advertising sales in our Media and Advertising business.
Revenue - Media & Advertising
During the three months ended March 31, 2008, our revenue for the Media & Advertising segment was $1,524,346. Compared to the 2007 figure of $828,431, we experienced an increase of revenue of 84% from the comparable three months ended March 31, 2007, which is attributable to expanding our sales force through creating partnerships with established advertising agencies in China.
Revenue - TV Entertainment
During the three months ended March 31, 2008, there was no revenue for the TV Entertainment segment because we discontinued production of the mainland China version of Who Wants To Be A Millionaire?. There was also no revenue from the comparable three months period ended March 31, 2007 as there yet were no broadcasts from our starting-up TV entertainment business.
Cost of Sales
Cost of Sales by Segment Three Months Ended March 31
2008 2007 Variance %
Media & Advertising $ 547,436 $ 216,154 $ 331,282 153.26
TV Entertainment $ 0 $ 165,854 $ (165,854 ) n/a
Asia Global Corporate $ 0 $ 0 $ 0 n/a
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Cost of sales were $547,436 representing 36% of our total revenue of $1,524,346 for the three months ended March 31, 2008 as compared to $382,008, 46% of total revenue of $828,495 for the three months ended March 31, 2007. The increase in cost of sales as a percentage of sales for the three months ended March 31, 2008 is attributable to increased printing costs related to the production of directories and trade publications for our media and advertising business.
Cost of Sales - Media & Advertising
Cost of sales for our Media & Advertising segment was $547,436 representing 36% of our total segment revenue of $1,524,346 for the three months ended March 31, 2008 as compared to $216,154, or 26% of our total segment revenue of $828,431 for the three months ended March 31, 2007. The increased cost of sales as a percentage of revenue is attributable to increased printing costs related to the production of directories and trade publications for this segment.
Cost of Sales - TV Entertainment
Cost of sales for the TV Entertainment segment was $0, for the three months ended March 31, 2008, because there was no production during this period, compared to $165,854 for the same period during 2007 attributed to the production of Who Wants To Be A Millionaire? for the China TV entertainment market.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses by Segment Three Months Ended March
2008 2007 Variance %
Media & Advertising $ 273,681 $ 292,345 $ (18,664 ) - 6.38
TV Entertainment $ 102,392 $ 250,945 $ (148,553 ) - 59.20
Asia Global Corporate $ 37,757 $ 2,916,911 $ (2,879,154 ) - 98.71
Selling, general and administrative expenses decreased $3,046,371 to $413,830 for the three months ended March 31, 2008 as compared to $3,460,201 for the three months ended March 31, 2007. The decrease in expenses during the three months ended March 31, 2008 was primarily attributable to a decrease in non-cash consulting expenses related to expansion into the TV market in China.
Selling, General and Administrative Expenses - Media & Advertising
During the three months ended March 31, 2008, our selling, general and administrative expenses for our Media & Advertising segment were $273,681. Compared to the 2007 figure of $292,345, for the three months ended March 31, 2007 we experienced a 6.38% decrease of $18,664.
Selling, General and Administrative Expenses - TV Entertainment
During the three months ended March 31, 2008, our selling, general and administrative expenses for our TV Entertainment segment were $102,392, compared to the figure of the three months ended March 31, 2007 of $250,945. The 59.20% decrease attributable to lowered, virtually eliminated, selling and advertising costs in this segment, primarily due to the ceased marketing and production of Who Wants To Be A Millionaire? TV Show in China.
Selling, General and Administrative Expenses - Asia Global Corporate
During the three months ended March 31, 2008, our selling, general and administrative expenses for the Asia Global Corporate sector were $37,757 compared to $2,916,911 during the same period of 2007 of which $2,757,325 were non-cash stock-based professional fees related to business expansion into China. The decrease is attributable to the reduction in non-cash stock-based professional fees related to business expansion into China.
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Depreciation, Amortization of Intangible Assets, and Impairment Loss of
Property, Plant and Equipment
Depreciation $ 3,547 $ 11,421
Amortization of intangible assets $ 26,474 $ 26,474
$ 30,021 $ 37,895
Included in cost of sales
Depreciation $ 0 $ 0
Amortization of intangible assets $ 0 $ 0
Amortization of broadcast and licensing rights $ 0 $ 0
$ 0 $ 0
During the three months ended March 31, 2008 we experienced non-cash expenditures of $3,547 and $26,474 from depreciation of fixed assets and amortization of intangible assets, respectively. The 68.9% decrease in depreciation during the three months ended March 31, 2008 as compared with the depreciation of $11,421 for the same period in 2007 is attributed to additional depreciation of TV production studio. On amortization of intangible assets, the figure for the three months ended March 31, 2008 was $26,474, which was the same compared to the same period of 2007.
Other Income (Expense)
Total other income for both periods presented was immaterial and consisted of
Fixed asset rental income $ 0 $ 0
Interest income $ 2,367 $ 4,854
Miscellaneous other income $ 0 $ 0
$ 2,367 $ 4,854
Interest expense $ 29,475 $ 15,410
Total other income $ -27,108 $ -10,556
There was no fixed asset rental income during the three months ended March 31, 2008. During the three months ended March 31, 2008, other significant income only includes interest income. Interest expense increased to $29,475 during the three months ended March 31, 2008, compared to $15,410 during the same period of 2007.
We experienced a net profit for the three months ended March 31, 2008 of $390,932 compared to net loss of $2,947,163 for the same period in 2007. The increase in profitability is primarily attributed to the reduction in non-cash charges related to business expansion into China which during the same period of the previous year totaled $2,757,325.
Net Income/Loss by Segment Three Months Ended March 31
2008 2007 Variance %
Media & Advertising $ 531,537 $ 389,811 $ 141,726 36.36
TV Entertainment $ (102,392 ) $ (416,799 ) $ 314,407 - 75.43
Asia Global Corporate $ (38,213 ) $ (2,920,175 ) $ 2,881,962 - 98.69
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Net Income - Media & Advertising
The net income for the three months ended March 31, 2008 in our Media & Advertising segment was $551,537, a 36.36% increase compared to a net income of $389,811 for 2007. The increase in net income is primarily attributable to substantial increase in sales of media and advertising services primarily as a result of increased promotion and expanded sales force through partner agencies.
Net Loss - TV Entertainment
A net loss of $102,392 was experienced from our TV Entertainment segment for the three months ended March 31, 2008 compared to net loss of $416,799 for the three months ended March 31, 2007. Loss is primarily attributable to $50,519 operating costs related to operations of the Who Wants To Be A Millionaire? TV program which were still winding down during the quarter and $47,630 in operations related to new TV entertainment operations of Idea Asia. The overall decrease in losses for the quarter ended March 31, 2008 compared to the same quarter of the previous year are attributable to significantly decreased operations for the segment due to the halting of the Who Wants To Be A Millionaire? project.
Net Loss - Asia Global Corporate
During the three months ended March 31, 2008 we experienced a net loss of $38,213 from our Asia Global Corporate operations, compared to a net loss of $2,920,175 for the same period in 2007. The decrease in losses was primarily attributable to the reduction of non-cash stock-based compensation for professional services rendered.
Trends, Events, and Uncertainties
Demand for our services and products will be dependent on, among other things, market acceptance of our concept and general economic conditions, which are cyclical in nature. Our business operations may be adversely affected by our competitors and prolonged recessionary periods. We are in the process of seeking additional financing to accelerate our business plan. There is no assurance additional financing will be available, or if available, that it will be available on reasonable terms. Even if we do obtain such financing, there is no assurance that we will be able to generate profitable operations.
Liquidity and Capital Resources for the Three Months Ended March 31, 2008 and 2007
Cash flows from operating activities
We experienced negative cash flows provided by operations in the amount of $1,045,382 for the three months ended March 31, 2008, primarily due to increased in accounts receivable from operations of $564,261 and increased in amount due to related parties from operations of $518,257.
For the three months ended March 31, 2007 we experienced positive cash flows provided by operations in the amount of $1,365,248, primarily due to net loss from operations of $2,697,084 offset by non-cash charges such as depreciation and amortization of $37,651, common stock issued for services of $2,757,325, stock-based compensation to an executive of $102,082 and changes in operating assets such as a decrease in accounts receivable of $1,405,026 and decreases in our accounts payable and accrued expenses of $252,909.
Cash flows from investing activities
Net cash flows used in investing activities for the three months ended March 31, 2008 was $3,856 primarily representing the purchase of property, plant and equipment in the amount of $1,500 and increase in restricted cash of $2,356.
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