UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013


Commission File Number 0-49638


INTERNATIONAL COMMERCIAL TELEVISION INC.

(Name of Registrant as Specified in Its Charter)


Nevada

76-0621102

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)


489 Devon Park Dr. Ste 315 Wayne, PA 19087

(Address of Principal Executive Offices) (Zip Code)


(484) 598-2300

(Registrant’s Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act: NONE.


Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR VALUE, $0.001


Indicate by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes       . No  X .


Indicate by checkmark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes       . No  X .


Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X . No       .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X . No       .


Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K.  X .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12B-2 of the Exchange Act.


Large accelerated filer

        .

Accelerated filer

        .

Non-accelerated filer

        . (Do not check if a smaller reporting company)

Smaller reporting company

   X .


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12B-2 of the Securities Act).

Yes       . No  X .


The aggregate market value of the voting common stock held by non-affiliates on June 28, 2013 (the last business day of our most recently completed second fiscal quarter) was $7,381,222 using the closing price of $0.54 on June 28, 2013.


As of March 27, 2014, the registrant had issued and outstanding 23,163,316 shares of common stock.


Documents Incorporated by Reference:  None.






INTERNATIONAL COMMERCIAL TELEVISION INC.


Index to

Annual Report on Form 10- K

For the Year Ended December 31, 2013


Part I

  

Page

Item 1.

Description of Business

3

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

12

Item 4.

Mine Safety Disclosures

12

  

  

 

Part II

  

 

Item 5.

Market for Common Equity, Related Stockholder Matters and Issuer’s Purchases of Equity Securities

12

Item 6.

Selected Financial Data

14

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

14

Item 7A.

Market Risk Disclosures

18

Item 8

Financial Statements

18

Item 9

Changes in and Disagreements with Accountants on Auditing and Financial Disclosure

18

Item 9A

Controls and Procedures

18

Item 9B

Other Information

19

  

  

 

Part III

  

 

Item 10.

Directors, Executive Officers and Corporate Governance

19

Item 11.

Executive Compensation

20

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

22

Item 13.

Certain Relationships and Related Transactions and Director Independence

22

Item 14.

Principal Accountant Fees and Services

23

  

  

 

Part IV

  

 

Item 15.

Exhibits and Financial Statement Schedules

23




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Part I


FORWARD-LOOKING STATEMENTS


The matters discussed in this Form 10- K may contain “forward looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995).  These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “intends,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by International Commercial Television Inc. (“ICTV”).  You should not place undue reliance on forward-looking statements.  Forward-looking statements involve risks and uncertainties.  The actual results that ICTV achieves may differ materially from any forward-looking statements due to such risks and uncertainties.  These forward-looking statements are based on current expectations, and ICTV assumes no obligation to update this information.  Readers are urged to carefully review and consider the various disclosures made by ICTV in our reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect its business.


ITEM 1.  DESCRIPTION OF BUSINESS


Overview


International Commercial Television, Inc. (“ICTV” or the “Company” or “we” or “us”) sells various consumer products via infomercials and through other channels.  We produce long-form infomercials and short-form advertising spots and sell our proprietary brands of advertised products directly to our viewing audience. In addition, we sell products via televised shopping networks, the internet, and retail distribution channels.


The goal of our business plan is to create brand awareness through our infomercial and spot advertising, and in doing so, create a customer base that we can cross-sell our brands to and will buy our consumable products on a repetitive basis.  In addition, we plan to create brand awareness so that these brands and their families of products may be sold in dedicated shelf-space areas by product category in traditional retail stores.  We acquire the rights to our products that we market via licensing agreements, acquisition and in-house development.  We currently sell these products domestically and internationally.


A short-form spot is a 30-second, 1-minute, 2-minute, 3-minute or 5-minute commercial, while a long-form infomercial is a 28 1/2-minute direct response commercial.  Short-form spots generally feature products that can be explained or demonstrated in two minutes or less, with a selling price of $29 or less.  Short-form spots of three to five minutes are typically cut down versions of well branded long-form infomercials.  Long-form infomercials generally feature products with a selling price of $30 - $300 and are usually unique, with more benefits and features, and thus require a lengthier demonstration and explanation.


For the fiscal years ended December 31, 2013 and December 31, 2012, 89% and 84%, respectively, of our product sales were generated from products sold through direct response television domestically.  


Our international division represented 11% and 16% of our sales volume for the years ended December 31, 2013 and 2012, respectively. International revenues resulted primarily from the sale of products to international distributors who in turn marketed our products to their respective markets via direct response and retail marketing channels.


We are a Nevada corporation, and our headquarters are located at 489 Devon Park Drive, Suite 315, Wayne, PA 19087.


The ICTV Strategy


Many of our competitors who produce successful infomercials fail to capitalize on their success by associating the products featured in their infomercials with a particular brand.  We think that there is a unique opportunity to do so.   Our goal is to create several brands of products and to introduce our brands of products to the market by airing infomercials featuring one or a few anchor products for each particular brand.  As our brands achieve recognition through the infomercial of the anchor product(s), we plan to sell the anchor product(s) and related families of products under those brands in traditional retail stores.  Our objective is to have our brands of proprietary products sold in retail stores in dedicated shelf space areas by product category.  We are currently developing the infrastructure we will need to develop our brands and to take families of products under those brands to the traditional retail environment.


Our Proposed Brands and Current Products


We continually seek to develop, acquire or obtain the license to consumer products that we believe can be distributed and marketed profitably, especially in the retail environment.  Our success depends, in part, on our ability to market products that appeal to viewers and that can be easily associated with a particular brand.  In order to succeed, we are also aware of the need to identify new products to supplement and possibly replace our existing product lines as they mature through product life cycles.

 



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Our product development and marketing department is the backbone of our Company.  We put forth extensive effort to research and develop new products that are unique and that will be suitable both for direct response marketing in infomercials and for sale in traditional retail stores.  Our development of new product ideas stems from a variety of sources, including inventors, trade shows, strategic alliances with manufacturing and consumer product companies, industry conferences, and the continuous review of new developments within targeted brand and product categories.  In addition, we also receive unsolicited new product proposals from independent parties.


The Company also internally generates ideas for new products that it wishes to develop.  If the Company has an idea for a product, it will present prototype specifications to one of its manufacturers to develop a prototype, and the Company will then evaluate the feasibility of selling the product through an infomercial.


When we evaluate a product for its suitability for an infomercial, we consider how appropriate it is for television demonstration and how consumers will perceive the value of the product.  Part of our selection criteria for new products are as follows:


·

Products must be unique, demonstrable, have mass-market appeal and generally be unavailable elsewhere in the marketplace.  Benefits must be capable of being demonstrated visually, preferably with support from customer testimonials;

·

Must support a minimum 5 times mark-up from landed cost while still representing good perceived value to the consumer;

·

Must have a unique “hook” to be able to catch the attention of the viewer - infomercials simply portray the consumer’s problem and the solution provided by the product and usually present a significant before and after state - the bigger the problem solved by the product, the greater the sales potential;

·

Easily and effectively promoted through sustained television branding;

·

Supports a margin sufficiently high enough to maintain profitability to us when sold through conventional retailers;

·

Has high volume sales potential, to ensure retailer interest;

·

Exhibits potential for “back-end” sales either through traditional retail or by company-run “auto ship” continuity programs - the more related products that are available for upsell/back-end campaigns, the wider the advantage in the infomercial marketplace;

·

Should have the potential to be turned into a long-term retail item – a product can drive retail sales by capitalizing on awareness advertising that is created with a successful infomercial; and

·

Must be relatively easy to ship.


Our primary product categories are health and beauty, diet and fitness, and leisure and toy products.  These categories have performed well in Direct Response Television (“DRTV”) campaigns and they move smoothly to retail sales channels.  Retail buyers seek out new and better products in these categories, especially branded products that have gained a high profile through television.


The following is a list of products we own or have certain rights to and that we are currently marketing or plan to market over the next twelve months.


Health and Beauty Products


The Health and Beauty category is a strong and proven DRTV category as products in this category demonstrate well on television with before and after clinicals, possess high profit margins, and are aimed at the highly motivated “Fountain of Youth” markets.


DermaWand TM


We have a worldwide exclusive license to sell the DermaWand TM , a skin care appliance that reduces fine lines and wrinkles and improves overall skin appearance.  The price consumers pay for DermaWand TM varies from country to country, however, it generally ranges from approximately $90-$120.  The DermaWand TM is sold and marketed with DermaVital TM skin care products which are offered with a monthly continuity program.  The Company sold approximately 407,000 and 318,000 DermaWand TM units during 2013 and 2012, respectively.  


On November 9, 2011, ICTV began airing a new DermaWand TM long-form infomercial.  During 2013 and 2012, the new DermaWand TM infomercial aired on both national cable stations and throughout a variety of major and minor broadcast markets in the United States.  The Company recognized approximately $33,512,000 and $17,021,000 of revenue related to the new DermaWand TM infomercial, including DermaVital TM sales, during 2013 and 2012, respectively.  The infomercial has continued to run through March 2014, and it is the Company’s plan to continue airing it throughout the entire year.




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DermaVital TM


DermaVital TM is a brand of cosmetics with a wide variety of products.  The product line consists of several moisturizers that allow water to penetrate the skin's surface, thus re-hydrating the deeper layers.  Medical experts, including dermatologists, agree that dehydration or lack of water is a major cause of skin problems.  The problem is that the skin   by itself is virtually waterproof   and water cannot penetrate its resilient surface.  This moisturizing formula has the ability to send water into the deeper layers of the skin where it is most needed.  The result is a deeper moisturization that softens, cleanses and hydrates the skin in a way that enhances and supports the skin's own natural functions.


In addition to moisturizers, the DermaVital TM line has facial cleansers, microdermabrasion treatments, eye cream, lip cream, and hand cream.  The Company is currently working on developing new products to market under the DermaVital TM name.


DermaVital TM has been offered to DermaWand buyers through U.S. DRTV and Internet distribution channels as a monthly continuity program, and to HSN customers as an “add on” product to their DermaWand purchase.  As of March 2014, over 19,500 customers are currently enrolled in some form of DermaVital TM continuity program.  Customers are enrolled month to month and can cancel at any time.  During 2013, ICTV is focused on expanding the number of customers that enroll in continuity, increasing the average order value of our continuity shipments, and increasing the average number of cycles that a customer stays in a continuity program.


In an effort to achieve these goals, during March 2013, the Company has rebranded its core DermaVital TM continuity program as, “The DermaVital TM Preferred Beauty Club”.  As a member of the Club, a customer will receive exclusive benefits, including significant discounts of up to 70% on DermaVital TM products, free monthly gifts of other products in the DermaVital TM line, and a dedicated member-only phone number.  


Additional Products – Various Categories


BetterBlocks TM


We own the exclusive, royalty-free worldwide license to manufacture market and distribute BetterBlocks TM , a patented plastic toy building system, under the Share and Option Purchase Agreement with The Better Blocks Trust, a shareholder.   BetterBlocks TM has been sold mainly through DRTV, mail order catalogues, retail and the television shopping channel QVC.  During 2013 and 2012, we sold the product exclusively on the internet.  Revenue for BetterBlocks TM was approximately $12,500 and $11,500 during 2013 and 2012, respectively.  We plan to continue to sell this product in conjunction with the promotion of the new line of BetterBlocks TM , Glo-B’s TM .


Glo-B’s TM


Glo-B’s TM is a toy building block system that bends, moves, shapes and curves.  Solidly made of quality glow-in-the-dark neon colored plastic, the blocks glow in their respective colors. Glo-B’s TM are designed for children 3 + years and will connect with and enhance other popular building block sets. In September 2012, we tested on a variety of national cable channels geared toward children’s programming.   A second test was run in December 2012.  Gross revenue of Glo-B’s TM during 2013 and 2012 was approximately $45,900 and $13,900, respectively.   


Strike N’ Set TM


We have an exclusive, royalty-free worldwide agreement to distribute Strike N’ Set TM , a patented fishing lure system manufactured by MBCT Global Ventures, LLC.  As part of the agreement, we produced 120-second, and 15 minute infomercials and, in July 2011 ran a U.S. media test of the product.  Revenue for Strike N Set TM was approximately $100 and $8,300 during 2013 and 2012, respectively.  The Company plans to continue selling Strike N Set TM exclusively through the web during 2014.


Slender Lift TM


We have a worldwide exclusive license to manufacture and sell the Slender Lift TM , a slimming garment system for women. In February 2012, we tested Slender Lift TM on a televised home shopping channel.  The product sold at an introductory price of $24.95.  The test consisted of one airing of approximately eight minutes and generated sales of approximately 200 units.  Three additional airings occurred in April 2012.  During 2013, the Company sold Slender Lift TM through the web.  Gross revenue for Slender Lift TM was approximately $2,500 and $16,600 during 2013 and 2012, respectively.


Marketing, Sales, Production and Distribution


We use infomercials to build brand awareness and identity.




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Infomercials are designed to motivate the viewer to purchase the product immediately (or in the case of lead-generation DRTV, to inquire about the product).  As a result, where brand TV spots generally focus on one key benefit, infomercials give the viewer all the information they need to make a purchasing decision, including presenting multiple features and benefits, and providing price and quality comparisons.  Most infomercials also include a special time-sensitive offer designed to induce immediate response.


Infomercials are characterized by benefit-driven copy, captivating demonstrations and attractive offers.  A typical infomercial consists of two or three "pods" that each last from 6 -12 minutes.  Each pod contains product and benefit information for consumers to make a decision on whether or not to purchase.  The pod concludes with a call-to-action (CTA) during which the seller asks for the order.


More importantly, we feel that infomercials build brand awareness.  Viewers of a long-form infomercial are exposed to the name and features of a particular brand and product for nearly thirty minutes.  We think that this brand recognition will make it easier to market the featured product in the retail environment, because consumers who have seen our infomercials will already have been exposed to the brand.  We expect other products within the featured product’s family to benefit from brand association in the retail environment.  We believe this introduction of product family brands through infomercials will save much time, money and effort that we would otherwise have to spend on marketing if we were to introduce our products to traditional retail without airing the infomercials first.


We also think infomercials are an easy means by which to measure the success of our marketing efforts.  We can measure how successful an infomercial is or will be by doing a media test.  If the product performs well during test marketing, we can increase the media time for the infomercial.  We can also target certain markets by buying media time in particular locations or cities.  The products we sell via our infomercials may do well in some markets, but not in others.  When orders are placed, we gather demographic information about the purchaser and use this information to determine our future target markets.


We contract with several independent companies to manufacture our products.  In general, we place an order with the manufacturer and we pay the manufacturer cash upon shipment of the goods.  In some instances, we provide the manufacturer with an advance payment to cover a portion of the manufacturers’ costs, and we pay the balance after the goods are shipped.


We contract with telemarketing firms to answer phones and capture orders for products sold through our infomercials.  Our storage of inventory, customer service, order processing, and order shipping functions are performed by an outside third party contracted fulfillment company - a2b Fulfillment in Greensboro, GA.


We generally fulfill our orders within one to five days of the date customers order our products.  If for some reason we are unable to fulfill an order within five days of the date of a customer’s order, then we provide the customer with a letter explaining the reason for the delay.  The letter will also provide the customer with a revised shipping date not to exceed thirty days, and will offer the customer an option to either consent to the delay in shipping or to cancel their order and receive a prompt refund.


Infomercial Production


In the past, we have produced our infomercials with internal management resources, but we also have utilized independent production companies to produce our infomercials.  We have relationships with several independent producers, and we contract out such functions as a way to keep our overhead to a minimum. We, along with the owner or inventor of the product (as the case may be) will always have input in the production process.  Even when we outsource production, we utilize a company specialist to oversee all scripting, filming and editing of the infomercial, and we take great care to ensure that the infomercial is produced in such a way that it can easily be adapted to international markets.


Media Testing


Once the infomercial is produced, we acquire a minimal amount of inventory and purchase $10,000 – $20,000 worth of media time through one of our preferred direct response television specialist media agencies to test the infomercial in select target markets.  The agencies generally have comprehensive records of the markets and time slots in which certain product categories have historically sold well.  The agencies also have comprehensive tracking and analyzing programs to test and track the sales response in the markets where we air our infomercials.  The agencies will provide us with a report showing the amount of revenue generated from the infomercial as a ratio to media dollars spent.  For example, a 2.5:1 ratio means that for every $1.00 spent on media, $2.50 was generated in sales.  We take this information, along with other things such as cost of goods, fulfillment charges, telemarketing costs, insurance, returns, credit card commissions and shipping costs and generate our own reports to assess the success of the infomercial in our target markets.


Product Rollout


If a positive result is achieved during media testing, we will begin to build up inventory of the product and “roll out” the infomercial on a wider scale by increasing media spending on a weekly basis until a point just before returns diminish.  When we roll out infomercials, we generally begin with a media spend of $75,000 – $100,000 per week for media time for a long-form infomercial and a minimum of $50,000 per week for a short-form infomercial or spot.  We monitor results, payoffs and profitability of our infomercials on a daily basis and aim to be very cautious as to when and how we go about rolling out our infomercials.




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In our experience, a “good average” infomercial, which we define as having a media ratio of 2.5:1, will have a life span of eight to twelve months and will, at its peak, sustain $150,000 – $200,000 in media spending per week.  A “hit” infomercial, which we define as having a media ratio of 4:1 or greater, will have a life span of 12 to 24 months, and at its peak, will sustain $600,000 – $700,000 in media spending per week.


International Sales


One of the goals of our international division is to establish solid distribution relationships in each country where our products are marketed. By doing so, we can tailor our products and production for each individual region, and develop relationships with local experts and established companies that are intimate with the marketplace.  When a product that was domestically sold in an infomercial is prepared for international distribution, the international infomercial operator will dub the infomercial, develop product literature in the appropriate foreign language and review the infomercial’s compliance with local laws.  The international infomercial operator will then test the infomercial and roll it out on a larger scale if the test marketing is successful.  We believe that many well-produced infomercials can produce profitable margins somewhere internationally, even if they have failed in the United States.


We do expect to continue to devote attention to the international market and to have our infomercials aired internationally through our strategic alliances that we have and will continue to develop throughout the world.  We are working to leverage our line of products that we market internationally and test which shows sell best in each country and region.


Traditional Retail Sales


We aim to capitalize on the brand and product awareness we create through our infomercials by selling our proprietary brands of products and related families of products under those brands in dedicated shelf-space areas by product category in traditional retail stores.  We believe that traditional retail sales are a logical step to take after we create brand and product awareness through our infomercials, because we will not have to incur any significant marketing costs and expenses that consumer product companies would otherwise have to incur when introducing their products to the traditional retail environment.


We are currently working toward creating the infrastructure that we will need in order to take our brands and products to the traditional retail environment. The objective of the DRTV strategy is to build brands that are attractive to our main target market - national retailers.


Other Direct Response Sales Methods


Once we have rolled out a product in an infomercial, we prepare to distribute the product via other direct response methods, such as mail order catalogs, direct mail, credit card statement inserts and live appearances on television home shopping channels.  We believe that this is an additional means by which to use the brand awareness we create in our infomercials, and to reach consumers who might not watch television.  These other direct response methods also extend the time period during which each of our products can generate revenue.


Customer Service


We seek to provide our customers with quality customer service.  We generally offer an unconditional 30-day money back return policy to purchasers of our products.  Our policy is to investigate the cause of returns if returns begin to undermine our expectations for a product’s profitability.


Competition


We compete directly with several established companies that generate sales from infomercials and direct response television, as well as small independent direct response television producers.    Products similar to ours may be sold in department stores, pharmacies, general merchandise stores, magazines, newspapers, direct mail advertising, catalogs, and over the internet.  Many of our major competitors, who include Thane International Inc. and Guthy-Renker Corp., have substantially greater financial, marketing and other resources than us.


We expect that we will face additional competition from new market entrants and current competitors as they expand their direct marketing business models.  The barriers to entry in the infomercial industry are fairly low, but there are many difficult hurdles for young entrants to overcome if they are to be successful in the long-term.  To be competitive, we believe we must respond promptly and effectively to the challenges of technological change, evolving standards and our competitors’ innovations.  We must also source successful products, create brand awareness and utilize good sales pitches for our products.  We believe that although we have a limited operating history, we are strategically positioned to compete because of our management’s experience and strong relationships in the industry.  In addition, we feel that associating our products with particular brands and focusing on the traditional retail environment, as we intend to do, will give us a competitive advantage over traditional infomercial companies who fail to capitalize on the consumer awareness they create via their infomercials.




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Intellectual Property


Our success is dependent, in part, upon our proprietary rights to our primary products.  The following consists of a description of our intellectual property rights.


Trademarks


We have several registered trademarks for BetterBlocks TM in countries throughout the world.  We have also registered trademarks in the United States for DermaWand TM , DermaVital TM , Smart Stacks TM , Slender Lift TM , BetterBlocks TM , Glo-B’s TM , and Strike N’ Set TM .


Patents


We have patents for the toy building elements of BetterBlocks TM in several countries throughout the world.  We also have the exclusive right to the use of the worldwide patent for DermaWand TM , as is necessary to manufacture, market and distribute DermaWand TM .  In addition, we have the exclusive right to the use of the worldwide patent for the distribution of Strike N’ Set TM .


Copyrights


We have copyright registrations for all versions of our infomercials for DermaWand TM and BetterBlocks TM .


Registered Designs


We have registered designs for BetterBlocks TM in several countries throughout the world.


There can be no assurance that our current or future intellectual property rights, if any, will not be challenged, invalidated or circumvented, or that any rights granted under our intellectual property will provide competitive advantages to us.  In addition, there can be no assurance that claims allowed on any future patents will be sufficiently broad to protect our products.  The laws of some foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States.  We intend to enforce our proprietary rights through the use of licensing agreements and, when necessary, litigation.  Although we believe the protection afforded by our patents, trademarks, copyrights and registered designs has value, rapidly changing technology and industry standards make our future success depend primarily on the innovative skills, expertise, and management abilities of our team rather than on patent and trademark protection.


Royalty Agreements


In April 2000, we assumed from R.J.M. Ventures Limited and Better Blocks International Limited, by virtue of the Share and Option Purchase Agreement we signed with The Better Blocks Trust, the obligation to pay royalties on the sales of the DermaWand TM under the following agreement:


DermaWand TM


·

Under a marketing and royalty agreement with the developer of DermaWand TM , we are obligated to pay them a royalty at a fixed rate per unit sold.  The agreement is silent as to its duration.


Governmental Regulation


We are subject to regulation by a variety of federal, state and local agencies, including the Federal Trade Commission, the Federal Communications Commission, the Consumer Product Safety Commission and the FDA under the FDC Act.  The government regulations to which we are subject vary depending on the types of products we manufacture and market.  As we begin to market a broader variety of products and services, we may become subject to regulation by additional agencies.


We are also subject to the Federal Mail/Telephone Order Rule.  Under the Mail/Telephone Order Rule, it is an unfair or deceptive act or practice for a seller to solicit any order for the sale of merchandise to be ordered by the buyer through the mail or by telephone unless, at the time of the solicitation, the seller has a reasonable basis to expect that it will be able to ship the ordered merchandise to the buyer within 30 days after the seller’s receipt of a properly completed order from the buyer.  If the buyer uses credit to pay for the merchandise, the time period within which the seller must ship the merchandise to the buyer is extended to 50 days.  Under the Mail/Telephone Order Rule, the seller, among other things, must provide the buyer with any revised shipping date.  If the seller is unable to fulfill an order within 30 or 50 days, as the case may be, then the seller must provide the buyer an option either to consent to a delay in shipping or to cancel their order and receive a prompt refund.


There can be no assurance that new laws, rules, regulations or policies that may have an adverse effect on our operations will not be enacted or promulgated at a future date.




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Employees


During the course of 2013 we employed a total of eight employees, seven full-time employees and one part-time employee.    We consider our labor relations to be good.  None of our employees are covered by a collective bargaining agreement.

 

Research and Development


Our research and development costs have consisted of efforts to discover and develop new products and the testing and development of direct-response advertising related to these products.


Available Information and Reports to Stockholders


We are subject to the information and periodic reporting requirements under Section 12(g) of the Securities Exchange Act and, accordingly, will file periodic reports, proxy statements and other information with the Securities and Exchange Commission.  Any document we file may be read and copied at the Commission’s Public Reference Room located at 450 Fifth Street NW, Washington DC 20549.  Please call the Commission at 1-800-SEC-0330 for further information about the public reference rooms.  Our filings with the Commission are also available to the public from the Commission’s website at http://www.sec.gov.


ITEM 1A.  RISK FACTORS


Shareholders and prospective purchasers of our common stock should carefully consider the following risk factors in addition to the other information appearing in this Annual Report on Form 10-K.


There is no assurance that our strategy to leverage brand awareness created by our infomercials into the retail market will work, and the value of your investment may decline if we do not attain retail sales.


The goal of our business plan is to create brand awareness through infomercials so that we can use this brand awareness to sell our products under our brands in traditional retail stores in dedicated shelf-space areas.  Our success will depend on our ability to associate our products with particular brands to create consumer awareness and to enter the traditional retail market.  If our strategy to leverage brand awareness created by our infomercials into the retail market does not work and we do not attain retail sales, the value of your investment may decline.


If the response rates to our infomercials are lower than we predict, we may not achieve the customer base necessary to become or remain profitable, and the value of your investment may decrease .


Our revenue projections assume that a certain percentage of viewers who see our infomercials will purchase our products.  If a lower percentage of these viewers purchase our products than we project, we will not achieve the customer base necessary to become or remain profitable, and the value of your investment may decrease.


If our infomercials are not successful, we will not be able to recoup significant advance expenditures spent on production and media times, and our business plan may fail .


Our business involves a number of risks inherent in operating a direct response television business.  The production of infomercials and purchase of media time for television involves significant advance expenditures.  A short-form infomercial generally costs around $15,000-$40,000 to produce, while production costs for a long-form infomercial are generally around $120,000-$180,000.  We are dependent on the success of the infomercials we produce and the public’s continued acceptance of infomercials in general.  If our infomercials do not generate consumer support and create brand awareness and we cannot recover the initial money we spend on production and media time, we will not be able to recoup the advance expenditures and may go out of business if new products and additional capital are not available.


We depend on key management and employees, the loss of whom may prevent us from implementing our business plan, limit our profitability and decrease the value of your stock.


We are dependent on the talent and resources of our key executives and employees.  In particular, the success of our business depends to a great extent on Kelvin Claney, our Chief Executive Officer and a member of our Board of Directors.  Mr. Claney has extensive experience in the infomercial industry, and his services are critical to our success.  The market for persons with experience in the direct response television industry is very competitive, and there can be no guarantee that we will be able to retain the services of Mr. Claney.  We have not obtained key man insurance with respect to Mr. Claney or any of our executive officers.  The loss of Mr. Claney may prevent us from implementing our business plan, which may limit our profitability and decrease the value of your stock.




9





If we cannot protect our intellectual property rights, our operating results will suffer, and you could ultimately lose your investment.


We seek to protect our proprietary rights to our products through a combination of patents, trademarks, copyrights and design registrations.  Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we consider proprietary.  Litigation may be necessary to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others.  Any litigation could result in substantial costs and diversion of management and other resources with no assurance of success and could seriously harm our business and operating results.  Investors could lose their entire investment.


If we do not continue to source new products, our ability to compete will be undermined, and we may be unable to implement our business plan.


Our ability to compete in the direct marketing industry and to expand into the traditional retail environment depends to a great extent on our ability to develop or acquire new innovative products under particular brands and to complement these products with related families of products under those brands.  If we do not source new products as our existing products mature through their product life cycles, or if we do not develop related families of products under our brands, we will not be able to implement our business plan, and the value of your investment may decrease.


Our shares are classified as “penny stock,” which will make it more difficult to sell than exchange-traded stock.


Our securities are subject to the Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers that sell such securities to other than established customers or accredited investors.  For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets exceeding $5,000,000 or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, combined with a spouse’s income, exceeds $300,000).  For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale.  Consequently, the rule may affect the ability of purchasers of our securities to buy or sell in any market that may develop.


In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”.  A “penny stock” is any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended.  The rules may further affect the ability of owners of our shares to sell their securities in any market that may develop for them.  Shareholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:


·

control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

·

excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.


Our issuance of additional shares may have the effect of diluting the interest of shareholders .


Any additional issuances of common stock by us from our authorized but unissued shares may have the effect of diluting the percentage interest of existing shareholders.  Out of our 100,000,000 authorized common shares, 78,173,350 shares, or approximately 78%, remain unissued at December 31, 2013.  The Company has 6,470,002 stock options and warrants to purchase common stock outstanding, as well as 787,446 in potential common shares that could be issued upon conversion of outstanding debt as of December 31, 2013. The board of directors has the power to issue such shares without shareholder approval.  None of our 20,000,000 authorized preferred shares are issued.  We fully intend to issue additional common shares or preferred shares in order to raise capital to fund our business operations and growth objectives.


The board of directors’ authority to set rights and preferences of preferred stock may prevent a change in control by shareholders of common stock.


Preferred shares may be issued in series from time to time with such designation, rights, preferences and limitations as our board of directors determines by resolution and without shareholder approval.  This is an anti-takeover measure.  The board of directors has exclusive discretion to issue preferred stock with rights that may trump those of common stock.  The board of directors could use an issuance of preferred stock with dilutive or voting preferences to delay, defer or prevent common stockholders from initiating a change in control of the Company or reduce the rights of common stockholders to the net assets upon dissolution.  Preferred stock issuances may also discourage takeover attempts that may offer premiums to holders of our common stock.



10





Concentration of ownership of management and directors may reduce the control by other shareholders over ICTV.


Our executive officers and directors own or exercise full or partial control over approximately 40% of our outstanding common stock.  As a result, other investors in our common stock may not have much influence on corporate decision-making.  In addition, the concentration of control over our common stock in the executive officers and directors could prevent a change in control of ICTV.


Our board of directors is staggered, which makes it more difficult for a stockholder to acquire control of the Company.


Our articles of incorporation and bylaws provide that our board of directors be divided into three classes, with one class being elected each year by the stockholders.  This generally makes it more difficult for stockholders to replace a majority of directors and obtain control of the board.


Stockholders do not have the authority to call a special meeting, which discourages takeover attempts.


Our articles of incorporation permit only our board of directors to call a special meeting of the stockholders, thereby limiting the ability of stockholders to effect a change in control of the Company.


We do not anticipate paying dividends to common stockholders in the foreseeable future, which makes investment in our stock speculative or risky.


We have not paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.  The board of directors has sole authority to declare dividends payable to our stockholders.  The fact that we have not and do not plan to pay dividends indicates that we must use all of our funds generated by operations for reinvestment in our operating activities.  Investors also must evaluate an investment in our Company solely on the basis of anticipated capital gains.


Limited liability of our executive officers and directors may discourage stockholders from bringing a lawsuit against them.


Our articles of incorporation and bylaws contain provisions that limit the liability of directors for monetary damages and provide for indemnification of officers and directors.  These provisions may discourage stockholders from bringing a lawsuit against officers and directors for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the stockholders.  In addition, a stockholder’s investment in our Company may be adversely affected to the extent that costs of settlement and damage awards against officers or directors are paid by us under the indemnification provisions of the articles of incorporation and bylaws.  The impact on a stockholder’s investment in terms of the cost of defending a lawsuit may deter the stockholder from bringing suit against one of our officers or directors.  We have been advised that the SEC takes the position that this provision does not affect the liability of any director under applicable federal and state securities laws.


We face risk related to late tax filings.


The Company had not previously filed its mandatory tax filings since inception. During 2012, the Company filed all of the mandatory filings dating back to the inception of the Company.  Management believes that the potential income tax liability to the Company is not significant since the Company reported significant losses for most years since inception. Moreover, to the best of management’s knowledge, the Company does not believe that not filing tax returns is a violation of any of its contractual covenants.  The Company completed its Section 382 Net Operating Loss study in 2013 and concluded that no limitations on the utilization of Net Operating Loss carryforward deductions exist.  In addition, we have estimated and accrued approximately $190,000 related to these late filings.  


ITEM 1B.  UNRESOLVED STAFF COMMENTS


None


ITEM 2.  DESCRIPTION OF PROPERTY


PROPERTIES

Our executive offices are located in Wayne, Pennsylvania with a monthly lease payment of $4,336.  


On February 6, 2013, the Company entered into a new lease with the landlord of the Wayne office complex of its executive office.   In April 2013 the executive office moved into a larger space within the same complex.  The new lease is for three years, commencing on April 1, 2013.  The new office is 2,516 square feet, compared to the prior office space which was approximately 1,700 square feet.  In June 2013, the Company entered into an amendment to the lease to add an additional 210 square feet.




11





We believe that our present facilities will be suitable for the operation of our business for the foreseeable future and should we need to expand, we expect that suitable additional space will be available on commercially reasonable terms, although no assurance can be made in this regard.  Our property is adequately covered by insurance in the Wayne location.


ITEM 3.  LEGAL PROCEEDINGS


In January 2013, the Company received a letter from a California law firm alleging certain violations of the California Consumer Legal Remedies Act in connection with the Company’s advertising and marketing of its DermaWand TM product. The law firm purported to represent a class of plaintiffs and invited us to contact them in order to amicably resolve the matter.


We consulted with counsel and presented to the California law firm the substantiation for our advertising and marketing claims. While they acknowledged a good portion of our substantiation, the law firm continued to press for a settlement under threat of litigation.  In May 2013, the Company reached a settlement agreement with the plaintiff and their law firm for $150,000.


ITEM 4.  MINE SAFTEY DISCLOSURES


Not applicable


PART II


ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER’S PURCHASES OF EQUITY SECURITIES


MARKET FOR COMMON EQUITY


Our common stock is currently traded in the “OTC.BB,” which does not constitute an “established trading market”.  The range of reported high and reported low bid prices per share for our common stock for each fiscal quarter within the last two fiscal years, as reported by Stockwatch is set forth below.  These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.


 

 

High

 

Low

 

 

 

High

 

Low

Quarter ended

 

($)

 

($)

 

Quarter ended

 

($)

 

($)

December 31, 2013

 

0.90

 

0.22

 

December 31, 2012

 

0.83

 

0.40

September 30, 2013

 

0.58

 

0.39

 

September 30, 2012

 

0.60

 

0.31

June 30, 2013

 

0.78

 

0.15

 

June 30, 2012

 

0.55

 

0.15

March 31, 2013

 

0.60

 

0.08

 

March 31, 2012

 

0.38

 

0.11


HOLDERS


As of March 27, 2014, there were 23,163,316 shares of common stock outstanding.   We estimate these shares are held by approximately 300 shareholders of record.


DIVIDENDS


To date we have not paid any dividends on our common stock, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.  Payment of any dividends will be dependent upon our future earnings, if any, our financial condition, and other factors the board of directors determines are relevant.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


In June 2001, our shareholders approved our 2001 Stock Option Plan (the “Plan”).  The Plan is designed for selected employees, officers and directors to the Company and its subsidiaries, and is intended to advance the best interests of the Company by providing personnel who have substantial responsibility for the management and growth of the Company and its subsidiary with additional incentive by increasing their proprietary interest in the success of the Company, thereby encouraging them to remain in the employ of the Company or its subsidiary.  The Plan is administered by the Board of Directors of the Company, and authorizes the issuance of stock options not to exceed a total of 3,000,000 shares.  The terms of any awards under the Plan are determined by the Board of Directors, provided that no options may be granted at less than the fair market value of the stock as of the date of the grant.  The Plan expired in February 2011.  As of December 31, 2013, 933,334 options are outstanding under the Plan.




12





In December 2011, our Board of Directors approved our 2011 Incentive Stock Option Plan (the “2011 Plan”).  The 2011 Plan is designed for selected employees, officers, and directors of the Company and its subsidiary, and is intended to advance the best interests of the Company by providing personnel who have substantial responsibility for the management and growth of the Company and its subsidiaries with additional incentive by increasing their proprietary interest in the success of the Company, thereby encouraging them to remain in the employ of the Company or its subsidiary.  The 2011 Plan is administered by the Board of Directors of the Company, and authorizes the issuance of stock options not to exceed a total of 3,000,000 shares.  The terms of any awards under the Plan are determined by the Board of Directors, provided that no options may be granted at less than the fair market value of the stock as of the date of the grant.  As of December 31, 2013, 2,541,668 options are outstanding under the 2011 Plan.


The following table presents information as to the number of shares of our common stock which are authorized for issuance under the Plan as of December 31, 2013.


 

 

(a)

 

(b)

 

(c)

Plan Category

 

Number of securities to be issued upon exercise of outstanding options

 

Weighted-average exercise price of outstanding options

 

Number of securities remaining available for future issuance under the Plan (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

 

3,475,002

 

$

0.24

 

225,000

Equity compensation plans not approved by security holders

 

1,881,667

 

$

0.23

 

n/a

Total

 

5,356,669

 

$

0.24

 

225,000


Recent Sales of Unregistered Securities


On December 3, 2013, the Company issued a total of 350,000 incentive stock options under our 2011 Stock Option Plan. The options were issued with a fair market value exercise price of $.295 per share.  The options vest one third each year over the next three years, provided the recipient is still employed by the Company.  The options may be exercised, once vested, at any time prior to 10 years from the date of grant.  The recipients of the options are key employees of the Company, and the issuance of the options was exempt from registration under Section 4(2) of the Securities Act of 1933.


On December 30, 2013, two shareholders exercised a total of 45,563 warrants previously issued to them in connection with a private offering, at an exercise price of $.40 per share.  The Shares were issued as restricted stock, with restrictive legends placed on the share certificates. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 3, 2014, a shareholder exercised 35,000 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 9, 2014, a shareholder exercised 100,000 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 15, 2014, one of our key employees exercised 8,333 options previously issued to him, at an exercise price of $.228 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 24, 2014, a shareholder exercised 333,333 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share, and 133,333 options previously issued to him at an exercise price of $.15 per share.  The Shares were issued as restricted stock, with restrictive legends placed on the share certificates. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 29, 2014, one of our key employees exercised 166,667 options previously issued to him, at an exercise price of $.0828 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.




13





On February 5, 2014, The Better Blocks Trust sold $50,000 of its note to the Company to an accredited investor, who then converted the $50,000 note into 100,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On February 18, 2014, an option holder exercised 125,000 options previously issued, at an exercise price of $.10 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On February 21 2014, two of our key employees exercised 100,000 options at an exercise price of $.0828 per share, and 10,000 options at an exercise price of $.23 per share.  The Shares were issued as restricted stock, with restrictive legends placed on the share certificates. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On March 18, 2014, The Better Blocks Trust sold $75,000 of its note to the Company to an accredited investor, who then converted the $75,000 note into 150,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.



ITEM 6.  SELECTED FINANCIAL DATA


Not applicable


ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with the consolidated financial statements in Item 8.  Certain statements contained in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Factors that could cause or contribute to such differences include those discussed in the “Outlook: Issues and Uncertainties” section of this Form 10- K.


Overview


Although we currently sell products through infomercials, the goal of our business plan is to use the brand awareness we create in our infomercials so that we can sell the products featured in our infomercials, along with related families of products, under distinct brand names in traditional retail stores.  Our goal is to have these families of products sold in the traditional retail environment in shelf-space dedicated to the product category.  We are developing the infrastructure to create these brands of products so that we can implement our business plan.


Fluctuations in our revenue are driven by changes in our product mix.  Revenues may vary substantially from period-to-period depending on our product line-up.  A product that generates revenue in one quarter may not necessarily generate revenues in each quarter of a fiscal year for a variety of reasons, including, seasonal factors, number of infomercials run, the product’s stage in its life-cycle, the public’s general acceptance of the infomercial and other outside factors, such as the general state of the economy.


Just as fluctuations in our revenues are driven by changes in our product mix, our gross profits from period to period depend on our product mix.  Our gross profits vary according to whether the products we are selling are primarily our own products or third-party products.  As a general rule, the gross profits for our own products are considerably higher based on proportionately smaller cost of sales.  For third-party products, our general experience is that our gross profits are lower, because we record as cost of sales the proportionately higher cost of acquiring the product from the manufacturer.  Within each category (i.e., our own products versus third-party products), gross profits still tend to vary based on factors such as market price sensitivity and cost of production.


Many of our expenses for our own products are incurred up-front.  Some of our up-front expenditures include infomercial production costs and purchases of media time.  If our infomercials are successful, these up-front expenditures produce revenue as consumers purchase the products aired on the infomercials.  We do not incur infomercial production costs and media time for our third-party products, because we merely act as the distributor for pre-produced infomercials.  It is the responsibility of the international infomercial operators to whom we sell the third-party products to take the pre-produced infomercial, adapt it to their local standards and pay for media time.




14





Results of Operations


The following discussion compares operations for the fiscal year ended December 31, 2013, with the fiscal year ended December 31, 2012.


Revenues


Net sales increased $18,044,000 or 79% to approximately $40,964,000 in 2012 from approximately $22,920,000 in 2012. There were two major reasons for the increase in revenue.  The first reason relates to continued success of the new DermaWand TM infomercial.  During 2013, direct response television (DRTV) sales were approximately $33,512,000 as compared to approximately $17,021,000 in 2012, primarily driven by increased media expenditures.


This increase in DRTV revenue was in part due to the launching of a new Spanish language version of the DermaWand TM show that was launched in August 2012.  Of the total DRTV sales, the Company had sales from the Spanish language version of approximately $8,535,000 and $3,654,000 for the years ended December 31, 2013 and 2012.  We have also been successful in building an auto-ship continuity program with our DermaVital TM skincare line.  Currently there are approximately 19,000 customers in one of our DermaVital TM Preferred beauty clubs.  As of July 2013, customers had the ability to purchase a one-time shipment of a 90 day supply of DermaVital TM .  This shipment was branded as the DermaVital TM Ultimate Beauty Regimen (“UBR”).  The UBR retails for $99.00 plus $14.95 shipping and handling, and can also be shipped on a 90-day auto-ship basis.  In addition, customers have an option of signing up for three monthly DermaVital TM Preferred beauty clubs, all of which receive the three core products in the line; Pre-Face Beauty Treatment, Hydra Infusion Beauty Treatment, and Skin Mist.  The three clubs retail between $19.95 and $39.95 per month.  Customers are enrolled month to month and can cancel at any time.  The Company is focused on expanding the DermaVital® line and building the continuity program.  Sales related to the DermaVital TM line during the years ended December 31, 2013 and 2012 were approximately $4,236,000 and $1,519,000, respectively.


The second reason for the increase in revenue was an increase in international sales.  During 2013, international sales revenue for the DermaWand TM was approximately $4,703,000, as compared to approximately $3,768,000 in the prior year, an increase of approximately $935,000.  The increase in international sales can be attributed primarily to the new DermaWand TM infomercial running in Europe, Asia, and South America.  


Gross Profit


Gross profit percentage increased to approximately 71.9% in 2013 from approximately 67.4% in 2012.  In 2013, we generated approximately $29,455,000 in gross profit, compared to approximately $15,440,000 in 2012.   The main reason for the increase in gross profit was a higher percentage of DRTV sales compared to televised home shopping from year to year.  Sales generated from the DermaWand TM infomercial have an average selling price of $148, including shipping and handling, which represented the majority of sales for the 2013.  In comparison, for the year ended December 31, 2012, there was a more significant portion of our sales generated from televised home shopping, which had a selling price of approximately $60 to $100.  Sales from televised home shopping were approximately $600,000 and $1,400,000 for the years ended December 31, 2013 and 2012, respectively.  For the years ended December 31, 2013 and 2012, gross profit percentage for DRTV Revenue was 88% and 89%, compared to 66% and 74% for televised home shopping, respectively.


Operating Expenses


Total operating expenses increased to approximately $27,732,000 in 2013, from approximately $15,915,000 in 2012, an increase of $11,817,000, or 74%.  This increase in operating expenses in primarily due to the expenses associated with running the new DermaWand TM infomercial.  The largest of these expenses are media expenditures.  Total media expenses increased to approximately $12,737,000 in 2013, from approximately $7,513,000 in 2012, an increase of $5,224,000, or 70%.  Total consulting expenses increased to $1,517,000 in 2013, from approximately $941,000 in 2012, an increase of $576,000, or 61%, primarily due to the increase in sales.  


Other expenses that increased in association with DRTV Revenue, including the DermaWand TM and DermaVital TM line are as follows:


 

 

For the years ended December 31

 

Percentage of DRTV Revenue

 

 

2013

 

2012

 

Increase (Decrease)

 

2013

 

2012

 

Increase (Decrease)

Answering Service

 

$

2,736,000

 

$

1,587,000

 

$

1,149,000

 

8%

 

9%

 

(1%)

Customer Service

 

 

1,661,000

 

 

690,000

 

 

971,000

 

5%

 

4%

 

1%

Production

 

 

213,000

 

 

113,000

 

 

100,000

 

1%

 

1%

 

0%

Customization & Duplication

 

 

250,000

 

 

218,000

 

 

32,000

 

1%

 

2%

 

(1%)

Merchant Fees

 

 

1,040,000

 

 

521,000

 

 

519,000

 

3%

 

3%

 

0%

Total

 

$

5,900,000

 

$

3,129,000

 

$

2,771,000

 

18%

 

19%

 

(1%)




15





As seen above, other expenses as a percentage of DRTV Revenue stayed consistent on a year to date basis.  As a percentage of DRTV revenue, increased expenses to improve overall customer service were offset by decreases in answering service expense.  

In addition to the increased costs associated with the infomercial, there was also a decrease in stock based compensation and an increase in bad debt expense.  Total stock based compensation expenses decreased to approximately $724,000 during 2013, from approximately $838,000 in 2012.  Total bad debt expenses increased to approximately $3,195,000 during 2013, from approximately $1,436,000 in 2012, which is consistent with the increase in sales.  Bad debt as a percentage of DRTV and continuity sales increased to 9% during the year ended December 31, 2013 from 8% during the year ended December 31, 2012.  The main reason for this was the increase in sales related primarily to the infomercial, in which we offer customers the option to try the Dermawand TM on a free trial basis.  Approximately 50% of our customers elect to take the free trial followed by three monthly installments of $39.95.  The majority of our bad debt expense is associated with these customers due to the nature of installments.  


Net Income


The Company generated net income of approximately $1,646,000 for the year ended December 31, 2013, compared to a 2012 net loss of approximately $550,000.  Contributing to the increase was the increase in gross profit.  Further, there was an increase in continuity sales generated from the monthly shipments of the Company’s DermaVital TM skincare products.  Sales from DermaVital TM for the years ended December 31, 2013 and 2012, were approximately $4,200,000 and $1,500,000, respectively.  Since the majority of these sales occur after the expense of acquiring the customer has already occurred (i.e. media expenses, telemarketing expenses, etc.) as well as with lower materials costs, the profit margin on these particular sales is high, compared to the initial DRTV sale that results directly from the running of an infomercial.


Liquidity and Capital Resources


At December 31, 2013, we had approximately $1,433,000 in cash and cash equivalents (including cash held in escrow), compared to approximately $908,000 at December 31, 2012.  As of December 31, 2013, the Company had positive working capital of approximately $2,871,000, compared to approximately $336,000 at December 31, 2012.  Improvement in working capital is largely due to the increase in cash to approximately $1,433,000 at December 31, 2013 from $908,000 at December 31, 2012 and the decrease in accounts payable and accrued liabilities to approximately $1,391,000 at December 31, 2013 from $3,361,000 at December 31, 2012.  We incurred a positive cash flow from operations of approximately $648,000 in 2013, compared to approximately $563,000 in 2012. In addition to the approximately $1,646,000 in net income, the Company’s cash flow from operations were impacted by a decrease in inventory on hand of approximately $202,000, a decrease in accounts receivable, net of write-offs, of approximately $364,000, an increase in prepaid expense and other assets of approximately $282,000, an decrease in accounts payable and accrued liabilities of approximately $1,969,000, a decrease in severance payable of approximately $41,000, an increase in deferred revenue of approximately $218,000, stock based compensation of approximately $720,000 and depreciation expense of approximately $10,000.    The most significant driver in cash flow from operations was the increase in net income discussed above, offset by payment of accounts payable and accrued liabilities.  


The Company had a note payable to The Better Blocks Trust (“BB Trust”), a shareholder, in the amount of approximately $591,000.  Interest is accrued at the rate of four and three quarters percent (4.75%) per annum and is to be paid in arrears at the end of each calendar quarter, with payment due on the first day of the month following the quarter as to which interest is being accrued.  The first payment of interest was due on January 1, 2013, for the three quarters beginning April 1, 2012 and ending on December 31, 2012.  The principal balance of this note shall be due and payable in three equal payments on each of April 1, 2015, April 1, 2016, and April 1, 2017.  Principal payments on this note of approximately $197,000 were made during 2013.  On February 5, 2014, The Better Blocks Trust sold $50,000 of its note to the Company to an accredited investor, who then converted the $50,000 note into 100,000 shares of the Company’s stock at the contractual conversion price of $.50 per share. On March 18, 2014, The Better Blocks Trust sold $75,000 of its note to the Company to an accredited investor, who then converted the $75,000 note into 150,000 shares of the Company’s stock at the contractual conversion price of $.50 per share. The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.  Furthermore, an additional $75,000 in principal payments were made on this note through March 27, 2014.   


In December 2011, the Company entered into a note payable with a Canadian lender in the amount of approximately $98,000 (C$100,000).  This loan accrues interest at prime plus 1%.  Interest is paid monthly.  Principal payments are to be paid in monthly installments of approximately $6,500 (C$6,667), beginning in March 2012.  The loan permits payment in advance without penalty at any time.  On January 24, 2012, the Company modified its loan with the Canadian lender.  The note was modified and increased the outstanding balance to approximately $137,000 (C$140,000) as additional borrowings were made to the Company.  In addition, the interest was modified to lender’s cost, plus two-percent interest and the note became convertible into shares of common stock at a fixed conversion rate of $0.196 (C$.20) per share.  Principal payments of approximately $30,000 and $107,000 were made in 2013 and 2012, respectively. This note was paid in full by March 2013.




16





On February 17, 2012, the Board authorized the issuance of up to 2,500,000 shares of common stocks to be purchased at $0.15 per share through February 29, 2012.  On February 29, 2012, the Board amended the resolution to authorize the issuance of up to 3,000,000 shares of common stock to be purchased at $0.15 per share through March 23, 2012.  A total of 2,590,000 shares were purchased through March 23, 2012 for proceeds of $388,500.  In addition, for every three shares of common stock purchased, the purchasers will receive one warrant to purchase common stock at $0.25 per share.  The warrant will expire three years after its issuance date.  The warrants have a weighted average fair value of $0.32.  The fair value of the warrant had been estimated on the date of grant using a Black-Scholes Pricing Model.  See Note 7.  


Additionally, during January and February 2014, 593,333 warrants and 251,667 options were exercised for proceeds of approximately $130,000 and $32,000, respectively.  


Based on the Company’s current rate of cash outflows and cash on hand, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital into the second quarter of 2015.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES


The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our significant accounting policies are described in Note 2 in the Notes to the Consolidated Financial Statements. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.  


Accounts receivable


Accounts receivable are recorded net of allowances for returns and doubtful accounts of approximately $446,000 and $623,000 as of December 31, 2013 and 2012 respectively.  The allowances are calculated based on historical customer returns and bad debts.


In addition to reserves for returns on accounts receivable, an accrual is made against returns for product that have been sold to customer and had cash collections, while the customer still has the right to return the product.   The amounts of these accruals included in accounts payable and accrued liabilities in our Consolidated Balance Sheets were approximately $239,000 and $248,000 as of December 31, 2013 and 2012, respectively.


Inventories


Inventories consist primarily of products held for resale, and are valued at the lower of cost (first-in, first-out method) or market.  The Company adjusts inventory for estimated obsolescence when necessary based upon demand and market conditions. The Company has recorded approximately $139,000 and $251,000 of inventory of consigned product as of December 31, 2013 and 2012, respectively, that has been shipped to customers under the 30-day free trial period for which the trial period has not expired and as such the customer has not accepted the product.


Revenue recognition


For our domestic direct response television sales generated by our infomercials, product sales revenue is recognized when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company’s revenues in the Consolidated Statement of Operations are net of sales taxes.


The Company offers a 30-day risk-free trial as one of its payment options.  Revenue on the 30-day risk-free trial sales is not recognized until customer acceptance and collectability are assured which we determine to be when the trial period ends. If the risk-free trial expires without action by the customer, product is determined to be accepted by the customer and revenue is recorded. Revenue for items purchased without the 30-day free trial is recognized upon shipment of the product to the customer and collectability is assured.   


Revenue related to our DermaVital TM continuity program is recognized monthly upon shipment to customers.  Revenue related to international wholesale customers is recorded at gross amounts with a corresponding charge to cost of sales.


The Company has a return policy whereby the customer can return any product received within 30 days of receipt for a full refund excluding shipping and handling.  However, historically the Company has accepted returns past 30 days of receipt. The Company provides an allowance for returns based upon past experience.  All significant returns for the years presented have been offset against gross sales.




17





Income taxes


In preparing our consolidated financial statements, we make estimates of our current tax exposure and temporary differences resulting from timing differences for reporting items for book and tax purposes. We recognize deferred taxes by the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In consideration of our accumulated losses and limited historical ability to generate taxable income to utilize our deferred tax assets, we have estimated that we will not be able to realize any benefit from our temporary differences and have recorded a full valuation allowance. If we sustain profitability in the future at levels which cause management to conclude that it is more likely than not that we will realize all or a portion of the net operating loss carry-forward, we would record the estimated net realized value of the deferred tax asset at that time and would then provide for income taxes at a rate equal to our combined federal and state effective rates. Subsequent revisions to the estimated net realizable value of the deferred tax asset could cause our provision for income taxes to vary significantly from period to period.


The Company’s policy is to recognize interest and penalties related to tax matters in general and administrative expenses in the Consolidated Statements of Operations.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements.


ITEM 7A.  MARKET RISK DISCLOSURES.


Not Applicable.


ITEM 8.  FINANCIAL STATEMENTS


Financial statements are set forth on pages F-1 through F-23.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None


ITEM 9A.  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Our management is responsible for establishing and maintaining adequate disclosure controls and procedures.  Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


We carried out an evaluation as of December 31, 2013, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.


Management's Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:




18





·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013.  In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.


Based on our assessment, management believes that, as of December 31, 2013, our internal control over financing reporting was effective.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.


Changes in internal control over financial reporting


During the year ended December 31, 2013, the Company hired additional accounting personnel which helped strengthen its control environment.  The Company has implemented controls such as a monthly budget to actual review process, utilizing a formal closing review procedure, performing a balance sheet review meeting, and formalizing account reconciliation procedures.  In addition, the Company has drafted an audit committee charter and is actively seeking a third independent member.  We are continuing to actively assess and evaluate our most critical business and accounting processes to identify further enhancements and improvement opportunities.    


ITEM 9B.  OTHER INFORMATION


None.


PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


The following table sets forth the name, age and position of each director and executive officer of ICTV.  The directors serve staggered terms of one, two, or three years and until their successors are elected and qualified.  Officers hold their positions at the pleasure of the board of directors, without prejudice to the terms of any employment agreement.


NAME

 

AGE

 

POSITION

Kelvin Claney

 

63

 

Chief Executive Officer, Secretary and Director

Richard Ransom

 

35

 

President and Former Chief Financial Officer

Ryan LeBon

 

31

 

Chief Financial Officer

Stephen Jarvis

 

59

 

Director

William Kinnear

 

69

 

Director


Kelvin Claney – Chief Executive Officer, Secretary, Director


Kelvin Claney has served as a director of the Company since January 2001.  Mr. Claney began working in the United States direct response business in 1989 as an independent contractor to National Media Corp., where he produced, sourced, and executive-produced various infomercial projects, including Euro Painter, HP9000, Auri polymer sealant and Color Cote 2000 , Dustmaster 2000, LeSnack, Iron Quick and Fatfree Express.  Since 1992, Mr. Claney has served as President of R.J.M. Ventures, Inc., a television direct response marketing company, where he was responsible for such things as identifying projects the Company wants to become involved in, selecting production companies to produce infomercials and selecting media times to promote the infomercials.  The creation of the SmartStacks TM infomercial, which is now owned by ICTV, was one of the projects Mr. Claney was responsible for as President of R.J.M. Ventures, Inc.  He also created the infomercial for the children’s toy product known as BetterBlocks TM , which was then owned by The Better Blocks Trust.



19





Richard Ransom – President


Richard Ransom joined ICTV in July of 2008 as the Company’s Controller, and was appointed as Chief Financial Officer on December 8, 2008. Mr. Ransom joined the Company with eight years of experience in financial management roles at Traffic.com, Hildebrandt International, and Grant Thornton. He is a graduate of Pennsylvania State University with a degree in Accounting, and received his MBA from Delaware Valley College in December, 2009.  In August 2011, Mr. Ransom was promoted to President of ICTV.  Mr. Ransom resigned his position as Chief Financial Officer effective January 1, 2014.  Mr. Ryan LeBon was appointed Chief Financial Officer effective January 1, 2014.  


Ryan LeBon – Chief Financial Officer


Ryan LeBon joined the Company in June of 2013 as the Company’s Director of Financial Reporting.  Effective January 1, 2014, our Board of Directors appointed Ryan LeBon as Chief Financial Officer of the Company, to serve in that capacity at the will of our Board of Directors.  Prior to joining the Company, Mr. LeBon had over nine years of experience with Deloitte & Touche LLP, as an Audit Manager primarily serving SEC registrants, and as a Controller with General Electric. Mr. LeBon is a graduate of Villanova University with a degree in accounting and is a Certified Public Accountant in Pennsylvania.  Richard Ransom, our previous Chief Financial Officer, continues as President of the Company.  The appointment of Ryan LeBon will allow Mr. Ransom to focus more exclusively on his duties as President.


Stephen Jarvis – Director


Stephen Jarvis has served as a director of the Company since December 17, 2009.  Mr. Jarvis is the co-founder and President of Positive Response Vision, Inc., located in Manila, Philippines.  Formed in 1996, Positive Response Vision is one of the largest infomercial-based direct response companies in Southeast Asia, and has approximately 400 employees.  The company markets and distributes a vast range of products throughout the Philippines. As President, Mr. Jarvis is responsible for product sourcing and acquisition, inventory, finance control and design issues.  Mr. Jarvis also produces infomercials in a private capacity, licensing them to Positive Response Vision and other international infomercial companies.  Mr. Jarvis has been engaged in direct response marketing since 1983.


William Kinnear – Director


William Kinnear became a director of the Company in March 2013.  Mr. Kinnear is a chartered accountant in Canada, and has over 40 years of experience as a senior officer with a variety of companies, both public and private, in the accounting and financial disciplines.  His experience includes the areas of mortgage underwriting and finance, point of sale, steel fabrication, secretarial services, and investments.  Mr. Kinnear is currently Corporate Secretary for a private investment company, and provides corporate secretarial services to a variety of companies, working closely with stock exchanges and security commissions within Canada.  


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Control persons, including all directors and executive officers, of our Company are required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to report to the SEC their transactions in, and beneficial ownership of, the Company's common stock, including any grants of options to purchase common stock.  To the best of the Company's knowledge, the Company’s directors and executive officers timely filed all required reports with the SEC during the year ended December 31, 2013.


Audit Committee and Code of Ethics


We have not formally appointed an audit committee, and the entire Board of Directors (three persons) currently serves the function of an audit committee.  We are actively seeking a third independent director to complete the Audit Committee.  We have not yet adopted a code of ethics applicable to our chief executive officer and chief financial officer, or persons performing those functions, because of the small number of persons involved in management of the Company.


ITEM 11.  EXECUTIVE COMPENSATION


Compensation of Named Executive Officers


The following table sets forth all compensation paid or earned for services rendered to ICTV in all capacities during the years ended December 31, 2013 and 2012, by our executive officers (the "Named Officers").   




20





Summary Compensation Table


Name And Principal Position

 

Year

 

Salary

($)

 

Bonus

($)

 

Option Awards Granted

($) (1)

Kelvin Claney (Chief Executive Officer)

 

2013

 

240,000

 

25,000

 

25,100

 

 

2012

 

180,000

 

65,600

 

138,875

 

 

 

 

 

 

 

 

 

Richard Ransom  (President and Former Chief Financial Officer)

 

2013

 

160,000

 

25,000

 

136,800

 

 

2012

 

125,000

 

70,832

 

156,250

 

 

 

 

 

 

 

 

 

Ryan LeBon (Chief Financial Officer) (2)

 

2013

 

110,000

 

7,500

 

85,000



(1) Option awards measured in accordance with FASB ASC Topic 718.  See Note 2 for further information.

(2) Effective January 1, 2014, Mr. Ryan LeBon was promoted to Chief Financial Officer, at which time this annual salary was increased to $125,000 and approved by the Board of Directors.


Compensation of Directors


During 2013, Stephen Jarvis and William Kinnear each received $4,000 as compensation for their service as directors.  During 2012, our directors did not receive any compensation for their service as directors, although they did receive reimbursement for expenses.  In 2013 and 2012, Stephen Jarvis was paid $2,640 and $10,600, respectively, for commissions above and beyond his duties as a director; he also received a bonus of $16,040 paid in February 2013 and accrued for as of December 31, 2012.  In 2013, Stephen Jarvis was also issued options to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.228.  In addition, Stephen Jarvis received $6,000 in December 2013 as compensation for his service as a director for the fiscal year 2014; this is included in prepaid expenses on the balance sheet.  In 2013, William Kinnear was issued options to purchase the Company’s common stock in the amount of 50,000 shares at an exercise price of $0.25 per share, 50,000 shares at an exercise price of $0.228, and 25,000 shares at an exercise price of $0.295.


Employment Contracts


We entered into an Employment Agreement with Kelvin Claney, our Chief Executive Officer, effective March 1, 2011.  Under the terms of this agreement, the Company will pay an annual salary of $180,000, subject to review and, if appropriate, adjustment on an annual basis by the Company’s Board of Directors.  Effective January 1, 2013, this annual salary was increased to $240,000 and approved by the Board of Directors. Effective January 1, 2014, this annual salary was increased to $275,000 and approved by the Board of Directors. The CEO is also entitled to annual performance bonuses as determined appropriate by the Board of Directors, and is entitled to receive stock options and other employee benefits such as health insurance reimbursement; automobile allowance and other reimbursable expenses.  The initial term of this employment agreement is five years and automatically renews for successive one year periods unless either party provides not less than 60 days prior written notice of their intent not to renew the agreement.  If the employment agreement is terminated by the Company without cause, the employee will be entitled to a severance pay in a lump sum payment equal to one year of his base salary, health insurance reimbursement and automobile expenses allowance as in effect on the date of termination. Under the Employment Agreement, Mr. Claney will be considered terminated without cause if his substantive responsibilities are changed without his prior approval, or if all or substantially all of the assets of the Company are sold, or a controlling interest in the Company is sold, unless in connection with such a sale Mr. Claney’s Employment Agreement is assumed by the buyer or he is offered an employment contract for substantially the same responsibilities, for a term of at least one year, and at substantially the same compensation, terms and benefits as provided in the Employment Agreement.


On April 17, 2012, the Company entered into an employment agreement with Richard Ransom, our President.  Under the terms of this agreement, the Company will pay an annual salary of $125,000, subject to review and, if appropriate, adjustment on an annual basis by the Company’s Board of Directors.  Effective January 1, 2013, this annual salary was increased to $160,000 and approved by the Board of Directors.  Effective January, 1, 2014, this annual salary was increased to $185,000 and approved by the Board of Directors.  The President is also entitled to annual performance bonuses as determined appropriate by the Board of Directors, and is entitled to receive stock options and other employee benefits such as health insurance reimbursement, automobile allowance and other reimbursable expenses.  The employment agreement will continue until terminated by either party in accordance with the terms of the agreement. If the employment agreement is terminated by the Company without cause, the employee will be entitled to a severance payment equal to one year’s salary and benefits.  




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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth, as of March 27, 2014 our outstanding common stock owned of record or beneficially by (1) each person who owned of record, or was known by us to own beneficially, more than 5% of our common stock, (2) each executive officer, (3) each director and (4) the shareholdings of all executive officers and directors as a group.  As of March 27, 2014, we had 23,163,316 shares of common stock issued and outstanding.


Name

 

Number of Shares Owned

 

Percentage of Shares Owned (9)

Kelvin Claney, Chairman and Chief Executive Officer, Member of the Board of Directors (1)(5)(10)

 

7,425,770

 

32.1%

The Better Blocks Trust, declared January 1, 1994 (2)

 

6,668,660

 

28.8%

Richard Ransom, President (1)(6)

 

937,499

 

4.0%

Ryan LeBon, Chief Financial Officer (1)

 

-

 

-

Stephen Jarvis, Member of the Board of Directors (3)(7)

 

805,000

 

3.5%

William Kinnear, Member of the Board of Directors (4)(8)

 

66,667

 

0.3%

ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP – 3 INDIVIDUALS

 

9,234,936

 

39.9%


Except as noted below, all shares are held of record and each record shareholder has sole voting and investment power.


(1)

The business address for these persons is 489 Devon Park Drive, Suite 315, Wayne, PA 19087.

(2)

The address for The Better Blocks Trust is 1 Kimberly Road, Epson, Auckland City, Auckland New Zealand, c/o Barry Stafford, Stafford Klaassen.

(3)

Mr. Jarvis’s business address is 320 J P Razal Street, Unit 301, 3rd Floor Aralco Bldg., Poblacion, Makati City 1210, Philippines.

(4)

Mr. Kinnear’s business address is 2120 - 130 Adelaide Street West, Toronto, Ontario M5H 3P5, Canada.

(5)

Includes 166,667 shares as to which Mr. Claney holds exercisable options within 60 days.

(6)

Includes 433,333 shares as to which Mr. Ransom holds exercisable options within 60 days.

(7)

Includes 133,334 shares as to which Mr. Jarvis holds exercisable options within 60 days.

(8)

Includes 66,667 shares as to which Mr. Kinnear holds exercisable options within 60 days.

(9)

Currently exercisable options have been included as outstanding shares for purposes of this calculation.

(10)

Includes 6,668,660 shares owned by The Better Blocks Trust, of which Mr. Claney is a joint trustee.  Mr. Claney disclaims beneficial ownership of the shares and options owned or controlled by The Better Blocks Trust beyond the extent of his pecuniary interest.    


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The Company had received short-term advances from a shareholder totaling $50,000 during the year ended December 31, 2012. The $50,000 loan accrued interest of 6% annually and was repaid in October 2012.  


The Company also received short-term advances from another shareholder with repayments of $30,900 during the year ended December 31, 2012.  These advances were non-interest bearing and without specific terms of repayment.  


The Company had a note payable to the Better Blocks Trust, a major shareholder, in the amount of $590,723.  Prior to April 1, 2012, this loan was interest-free and had no specific terms of repayment.  On April 1, 2012, the note payable was modified with new terms to include interest at the rate of four and three quarters percent (4.75%) per annum.  Interest on the unpaid balance of the note is to be paid in arrears at the end of each calendar quarter, with payment due on the first day of the month following the quarter as to which interest is being accrued.  The first payment of interest was due on January 1, 2013, for the three quarters beginning April 1, 2012 and ending on December 31, 2012.  Interest payments of approximately $22,800 and $21,000 were paid during 2013 and 2012, respectively. All or any part of this note may be converted into shares of common stock of the Company at any time, and from time to time, prior to payment, at a conversion price of $0.50 per share.  Conversion is at the option of lender.  Any amount not converted will continue to be payable in accordance with the terms of the note.  The Company considered this a modification of debt that was not substantive, thus no gain or loss was recorded upon modification.  The principal balance of this note shall be due and payable in three equal payments on each of April 1, 2015, April 1, 2016, and April 1, 2017.  This note may be prepaid in whole or in part at any time without penalty, and any prepayment shall be applied against the next principal payment due.  Principal payments of $197,000 and $0 were made during the years ended December 31, 2013 and 2012, respectively.  As of December 31, 2013 and 2012, the balance outstanding was approximately $393,700 and $590,700, respectively.  




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On February 5, 2014, the Better Blocks Trust sold $50,000 of its note to the Company to an accredited investor, who then converted the $50,000 note into 100,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  Additionally, on March 18, 2014, The Better Blocks Trust sold $75,000 of its note to the Company to an accredited investor, who then converted the $75,000 note into 150,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.  Furthermore, an additional $75,000 in principal payments were made on this note through March 27, 2014.


We have three directors.  Under the definition of director independence found in NASD Rule 4200, Stephen Jarvis was our sole independent director in 2012.  William Kinnear became a second independent director in 2013.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


Audit Fees


The aggregate fees billed to the Company for professional services rendered from EisnerAmper, LLP for the audit of the Company's annual financial statements, review of the Company's quarterly financial statements, and other services normally provided in connection with statutory and regulatory filings or engagements was approximately $134,575 in 2013 and approximately $97,650 in 2012.  


Audit-Related Fees


There were no fees billed in each of the last two fiscal years for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements, and are not reported above.


Tax Fees


On February 21, 2012 the Company’s Board of Directors engaged EisnerAmper LLP, our independent registered public accounting firm, for tax compliance, tax advice, and tax planning. The aggregate fees billed to the Company for professional services rendered for taxes were approximately $50,100 in 2013 and approximately $73,750 in 2012.  


All Other Fees


There were no other fees billed in each of the last two fiscal years for professional services rendered by our independent registered public accounting firm.  


All fees for audit and non-audit services, and any material fees for other services, are approved in advance by the Board of Directors.


PART IV


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Financial Statements


Report of Independent Registered Public Accounting Firm

  

F-2

Consolidated Financial Statements:

  

 

Consolidated Balance Sheets

  

F-3

Consolidated Statements of Operations

  

F-4

Consolidated Statements of Shareholders’ Equity (Deficit)

  

F-5

Consolidated Statements of Cash Flows

  

F-6

Notes to Consolidated Financial Statements

  

F-7




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Exhibits


2 *

Share and Option Purchase Agreement

 

 

3.1 *

Amended and Restated Articles of Incorporation

3.2 *

Amended and Restated Bylaws

 

 

3.3 *

First Amendment to Amended and Restated Bylaws

 

 

10.1 *

2001 Stock Option Plan

 

 

10.2 *

Promissory Note by Moran Dome Exploration Inc. payable to the Trustees of the Better Blocks Trust, in the amount of $590,723.27

 

 

10.3 *

Extension of Promissory Note dated August 23, 2001, by and between the Trustees of the Better Blocks Trust and International Commercial Television Inc.

 

 

10.4 **

Second Extension of Promissory Note dated March 25, 2002, by and between the Trustees of the Better Blocks Trust and International Commercial Television  Inc.

 

 

10.5 ***

Assignment of Trademark by Dimensional Marketing Concepts, Inc.

 

 

31.1****

Rule 13a-14(a)/15d-14(a) Certification – Chief Executive Officer

 

 

31.2****

Rule 13a-14(a)/15d-14(a) Certification – President and Former Chief Financial Officer

 

 

31.3****

Rule 13a-14(a)/15d-14(a) Certification – Chief Financial Officer

 

 

32****

Section 1350 Certifications


*  Incorporated  by  reference  from  Form  SB-2  filed  with the Securities and Exchange  Commission  on  October  3,  2001.


**  Incorporated  by  reference from Post-Effective Amendment No. 1 to Form SB-2 filed  with  the  Securities  and  Exchange  Commission  on  April  12,  2002.


***  Incorporated  by reference from Amendment No. 1 to Form SB-2 filed with the Securities  and  Exchange  Commission  on  December  24,  2001.


**** Filed herewith



24





SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

INTERNATIONAL COMMERCIAL TELEVISION INC.

  

  

  

  

  

  

Date:

March 27, 2014

  

By:

/s/  Kelvin Claney

  

  

  

  

  

Name: Kelvin Claney

  

  

  

  

  

Title: Chief Executive Officer and Director

  


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:

/s/ Kelvin Claney

 

Date:

March 27, 2014

 

Name: Kelvin Claney

 

 

 

 

Title: Chief Executive Officer and Director

 

 

 

 

  

 

 

 

By:

/s/  Richard Ransom

 

Date:

March 27, 2014

 

Name: Richard Ransom

 

 

 

 

Title: President

 

 

 

 

 

 

 

 

By:

/s/  Ryan LeBon

 

Date

March 27, 2014

 

Name: Ryan LeBon

 

 

 

 

Title: Chief Financial Officer

 

 

 

 

 

 

 

 

By:

/s/  Stephen Jarvis

 

Date

March 27, 2014

 

Name: Stephen Jarvis

 

 

 

 

Title: Director

 

 

 

 

  

 

 

 

By:

/s/  William Kinnear

 

Date

March 27, 2014

 

Name: William Kinnear

 

 

 

 

Title: Director

 

 

 




25





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


International Commercial Television Inc. and Subsidiaries


Report of Independent Registered Public Accounting Firm

F-2

  

 

Consolidated Balance Sheets as of December 31, 2013 and 2012

F-3

  

 

Consolidated Statements of Operations for the years ended December 31, 2013 and 2012

F-4

  

 

Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2013 and 2012

F-5

  

 

Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012

F-6

  

 

Notes to the Consolidated Financial Statements

F-7





F-1





Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of

International Commercial Television, Inc.


We have audited the accompanying consolidated balance sheets of International Commercial Television, Inc. and Subsidiary (collectively, the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2013. The financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion.   An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of International Commercial Television, Inc. and Subsidiary as of December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.


/s/EisnerAmper, LLP


Jenkintown, Pennsylvania

March 27, 2014



F-2





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2013 and 2012


 

 

2013

 

2012

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,370,178

 

$

758,358

Cash held in escrow

 

 

62,924

 

 

150,008

Accounts receivable, net of doubtful account reserves of $446,307 and $623,061, respectively

 

 

791,292

 

 

1,154,855

Inventories, net

 

 

1,778,073

 

 

1,979,757

Prepaid expenses and other current assets

 

 

733,427

 

 

324,991

Total current assets

 

 

4,735,894

 

 

4,367,969 

 

 

 

 

 

 

 

Furniture and equipment

 

 

81,507

 

 

71,258

Less accumulated depreciation

 

 

(66,712)

 

 

(56,949)

Furniture and equipment, net

 

 

14,795

 

 

14,309

 

 

 

 

 

 

 

Other assets

 

 

21,297

 

 

57,950

Total assets

 

$

4,771,986

 

$

4,440,228

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

1,391,342

 

$

3,360,745

Convertible note payable – short-term

 

 

-

 

 

30,169

Severance payable – short-term

 

 

40,800

 

 

40,800

Deferred revenue – short-term

 

 

242,827

 

 

281,774

Tax provision payable

 

 

-

 

 

48,600

Tax penalties payable

 

 

190,000

 

 

270,000

Total current liabilities

 

 

1,864,969

 

 

4,032,088

 

 

 

 

 

 

 

Severance payable – long-term 

 

 

47,000

 

 

87,800

Deferred revenue – long-term

 

 

386,821

 

 

129,986

Convertible note payable to shareholder– long-term

 

 

393,723

 

 

590,723

Total long-term liabilities

 

 

827,544

 

 

808,509

  

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

  

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

 

Preferred stock 20,000,000 shares authorized, no shares issued and

outstanding

 

 

-

 

 

-

Common stock, $0.001 par value, 100,000,000 shares authorized,  

21,826,650 and 20,722,756 shares issued and outstanding as of

December 31, 2013 and 2012, respectively

 

 

11,616

 

 

10,562

Additional paid-in-capital

 

 

7,676,177

 

 

6,843,267

Accumulated deficit

 

 

(5,608,320)

 

 

(7,254,198)

Total shareholders’ equity (deficit)

 

 

2,079,473

 

 

(400,369)

  

 

 

 

 

 

 

Total liabilities and shareholders’ equity (deficit)

 

$

4,771,986

 

$

4,440,228


See accompanying notes to consolidated financial statements.




F-3





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012


 

 

2013

 

2012

 

 

 

 

 

 

 

NET SALES

 

$

40,964,127

 

$

22,920,386

 

 

 

 

 

 

 

COST OF SALES

 

 

11,508,854

 

 

7,480,788

 

 

 

 

 

 

 

GROSS PROFIT

 

 

29,455,273

 

 

15,439,598

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

7,867,497

 

 

4,347,052

Selling and marketing

 

 

19,864,436

 

 

11,568,271

 

 

 

 

 

 

 

Total operating expenses

 

 

27,731,933

 

 

15,915,323

 

 

 

 

 

 

 

OPERATING INCOME (LOSS)

 

 

1,723,340

 

 

(475,725)

 

 

 

 

 

 

 

INTEREST EXPENSE, NET

 

 

(22,494)

 

 

(26,123)

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX

 

 

1,700,846

 

 

(501,848)

 

 

 

 

 

 

 

PROVISION FOR INCOME TAX

 

 

(54,968)

 

 

(48,600)

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

1,645,878

 

$

(550,448)

 

 

 

 

 

 

 

BASIC NET INCOME (LOSS) PER SHARE

 

$

0.08

 

$

(0.03)

DILUTED NET INCOME (LOSS) PER SHARE

 

$

0.07

 

$

(0.03)

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

 

 

 

 

 

 

BASIC

 

 

21,547,775

 

 

20,110,242

DILUTED

 

 

24,726,718

 

 

20,110,242


See accompanying notes to consolidated financial statements.




F-4





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012


  

 

Common Stock

 

 

Additional

 

 

 

 

 

 

  

 

$0.001 par value

 

 

Paid-In

 

 

Accumulated

 

 

 

  

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Totals

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2012

 

 

18,057,756

 

 

$

7,959

 

 

$

5,511,877

 

 

$

(6,703,750)

 

 

$

(1,183,914)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(550,448)

 

 

 

(550,448)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based compensation

 

 

-

 

 

 

-

 

 

 

522,164

 

 

 

-

 

 

 

522,164

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of warrants

 

 

125,000

 

 

 

12

 

 

 

12,488

 

 

 

-

 

 

 

12,500

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

2,590,000

 

 

 

2,591

 

 

 

385,909

 

 

 

-

 

 

 

388,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for consulting services

 

 

-

 

 

 

-

 

 

 

38,820

 

 

 

-

 

 

 

38,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of warrants for consulting services

 

   

-

 

 

 

-

 

 

 

262,045

 

 

 

-

 

 

 

262,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of nonforfeitable warrants for consulting services

 

 

-

 

 

 

-

 

 

 

109,964

 

 

 

-

 

 

 

109,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

 

20,722,756

 

 

$

10,562

 

 

$

6,843,267

 

 

$

(7,254,198)

 

 

$

(400,369)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,645,878

 

 

 

1,645,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based compensation

 

 

-

 

 

 

 

-

 

 

638,910

 

 

 

-

 

 

 

638,910

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of warrants

 

 

45,563

 

 

 

46

 

 

 

18,179

 

 

 

-

 

 

 

18,225  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense for previously issued common stock for consulting services

 

 

-

 

 

 

-

 

 

 

10,834

 

 

 

-

 

 

 

10,834

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of restricted stock for consulting services

 

 

75,000

 

 

 

75

 

 

 

69,720

 

 

 

-

 

 

 

69,795  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of options

 

 

933,331

 

 

 

933

 

 

 

95,267

 

 

 

-

 

 

 

96,200  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

 

21,826,650

 

 

$

11,616

 

 

$

7,676,177

 

 

 $

(5,608,320)

 

 

$

2,079,473

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes to consolidated financial statements.




F-5





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 and 2012


  

 

2013

 

2012

  

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net income (loss)

 

$

1,645,878

 

$

(550,448)

Adjustments to reconcile net income (loss) to net cash and

cash equivalents provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

9,763

 

 

14,250

Bad debt expense

 

 

3,195,211

 

 

1,435,920

Stock based compensation

 

 

723,694

 

 

838,388

Change in assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(2,831,648)

 

 

(2,544,555

Inventories

 

 

201,684

 

 

(1,261,307)

Prepaid expenses and other assets

 

 

(286,414)

 

 

(267,777)

Accounts payable and accrued liabilities

 

 

(1,969,403)

 

 

2,504,203

Severance payable

 

 

(40,800)

 

 

(40,800)

Tax provision payable

 

 

(138,124)

 

 

48,600

Tax penalties payable

 

 

(80,000)

 

 

-

Deferred revenue

 

 

217,888

 

 

386,632

Net cash provided by operating activities

 

 

647,729

 

 

563,106

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchase of fixed assets

 

 

(10,249)

 

 

(8,310)

Net cash used in investing activities

 

 

(10,249)

 

 

(8,310)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

388,500

Proceeds from exercise of options

 

 

96,200

 

 

-

Proceeds from exercise of warrants

 

 

18,225

 

 

12,500

Proceeds from note payable

 

 

-

 

 

40,000

Payments on note payable

 

 

(30,169)

 

 

(107,875)

Advances from related parties

 

 

-

 

 

50,000

Payments to related parties

 

 

-

 

 

(88,359)

Payments on convertible note payable to shareholder

 

 

(197,000)

 

 

-

 Net cash (used in) provided by financing activities

 

 

(112,744)

 

 

294,766

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

524,736

 

 

849,562

CASH AND CASH EQUIVALENTS, beginning of the year

 

 

908,366

 

 

58,804

  

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of the year

 

$

1,433,102

 

$

908,366

  

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Capitalization of stock based compensation expense related to nonforfeitable warrants

 

$

-

 

$

109,964

Fair value of warrants in connection with sale of common stock

 

 

-

 

 

273,831

Interest paid

 

 

23,048

 

 

26,490

Income taxes paid

 

 

145,530

 

 

-

  Write off of fully depreciated assets

 

 

-

 

 

120,169


See accompanying notes to consolidated financial statements.



F-6





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 1 - Organization, Business of the Company and Liquidity


Organization and Nature of Operations


International Commercial Television Inc., (the “Company” or “ICTV”) was organized under the laws of the State of Nevada on June 25, 1998.


The Company sells various health, wellness and beauty products through infomercials and other channels.  The products are primarily marketed and sold throughout the United States and internationally via infomercials.  Although our companies are incorporated in Nevada and New Zealand, a substantial portion of operations are currently run from our Wayne, Pennsylvania office.


On February 17, 2011, the Company acquired from one of its shareholders 100% of its equity interest in Better Blocks International Limited (“BBI”), consisting primarily of intellectual properties in exchange for 500,000 shares of the Company’s common stock. This transaction is between entities under common control and accordingly the net asset acquired is recorded at zero, which was the carrying value of BBI and was recorded as a capital transaction.


ICTV utilizes a distinctive marketing strategy and multi-channel distribution model to develop, market and sell products through infomercials, live home shopping television, specialty outlets and online shopping.  It offers health and beauty products, including DermaWand TM , a skin care device that reduces the appearance of fine lines and wrinkles, and helps improve skin tone and texture; and DermaVital TM , a professional quality skin care line that effects superior hydration.  


The goal of our strategy is to use the brand awareness we create in our infomercials so that we can sell the products featured in our infomercials, along with related families of products, under distinct brand names on both a continuity program model basis and in traditional retail stores.  Our goal is to have these families of products sold in the traditional retail environment in shelf-space dedicated to the product category.  We are developing the infrastructure to create these brands of products so that we can implement our business plan.  Currently, this plan is being executed with the DermaWand TM and the DermaVital TM skincare line. The Company is presently exploring other devices and consumable product lines.  


Note 2 - Summary of significant accounting policies


Principles of consolidation


The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary BBI.  All significant inter-company transactions and balances have been eliminated.


Use of estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent.  Actual results could differ from these estimates.


Recently Issued Accounting Pronouncements

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11,”Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”.  This update to the income tax guidance clarifies the diversity in practice in the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  This update requires the unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset or as a liability to the extent the entity cannot or does not intend to use the deferred tax asset for such purpose.  The new accounting guidance is effective beginning January 1, 2014 and should be applied prospectively to all unrecognized tax benefits that exist at the effective date and retrospective application is permitted. The adoption of ASU 2013-11 did not have a material impact on its consolidated financial statements.




F-7





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


Concentration of credit risk


Financial instruments, which potentially subject the Company to concentrations of credit risk, include cash and trade receivables.  The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.  The Company has not experienced any losses and believes it is not exposed to any significant risks on its cash in bank accounts. As of December 31, 2013 and 2012, 90% and 90% of the Company’s accounts receivable were due from various individual customers to whom our products had been sold directly via Direct Response Television; 7% and 5%, respectively were due from a third party; 1.5% and 4% was cash due from the Company’s credit card processors; the remaining 1.5% and 1% of the Company’s accounts receivable were due from two and one wholesale infomercial operators, respectively.  Major customers are considered to be those who accounted for more than 10% of net sales.  For the fiscal years ended December 31, 2013 and 2012, there were no major customers.


Fair value of financial instruments


Fair value estimates, assumptions and methods used to estimate fair value of the Company’s financial instruments are made in accordance with the requirements of Accounting Standards Codification (“ASC”) 825-10, “Disclosures about Fair Value of Financial Instruments.” The Company has used available information to derive its estimates. However, because these estimates are made as of a specific point in time, they are not necessarily indicative of amounts the Company could realize currently. The use of different assumptions or estimating methods may have a material effect on the estimated fair value amounts.  The carrying values of   financial   instruments   such as cash, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short settlement period for these instruments.  It is not practicable to estimate the fair value of the Note Payable to Shareholder due to its related party nature.


Cash and cash equivalents


The Company considers all unrestricted highly liquid investments with an original maturity of three months or less to be cash equivalents.


Cash held in escrow


Transfirst ePayment Services (“Transfirst”), ICTV’s credit card processing vendor for VISA, Mastercard, Discover and American Express transactions in the United States, maintains a reserve fund within our processing account to cover all fees, charges, and expenses due them, including those estimated for possible customer charge backs. These reserves are updated periodically by Transfirst and maintained for a rolling 180 days of activity. Based upon established levels of risk, this normally represents approximately 2% of transaction volume for the period, with a maximum of $150,000 and is considered as “Cash held in escrow”.  Effective August 1, 2013, the Company switched its credit card processing from Transfirst to Litle & Co., LLC (“Litle”). Litle does not require a reserve to be held for its processing.  The Company still utilizes Transfirst for electronic check processing.    As a result of the change in credit card processors, Transfirst released approximately $87,000 of the reserve through December 31, 2013, with a portion remaining for electronic check processing.  The Company expects the remainder of the reserve to be released in 2014.  At December 31, 2013 and 2012 the amount of Transfirst reserves was approximately $63,000 and $150,000, respectively.  


Foreign currency transactions


Transactions entered into by the Company in currencies other than its local currency, are recorded in its local currency and any changes in currency exchange rates that occur from the initiation of a transaction until settled are recorded as foreign currency gains or losses in the Consolidated Statements of Operations.


Accounts receivable


Accounts receivable are recorded net of allowances for returns and doubtful accounts of approximately $446,000 and $623,000 as of December 31, 2013 and 2012, respectively.  The allowances are calculated based on historical customer returns and bad debts.




F-8





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


In addition to reserves for returns on accounts receivable, an accrual is made against returns for product that have been sold to customer and had cash collections, while the customer still has the right to return the product.   The amounts of these accruals included in accounts payable and accrued liabilities in our Consolidated Balance Sheets were approximately $239,000 and $248,000 as of December 31, 2013 and 2012, respectively.


Inventories


Inventories consist primarily of products held for resale, and are valued at the lower of cost (first-in, first-out method) or market.  The Company adjusts inventory for estimated obsolescence when necessary based upon demand and market conditions. The Company has recorded approximately $139,000 and $251,000 in inventory of consigned product as of December 31, 2013 and 2012, respectively, that has been shipped to customers under the 30-day free trial period for which the trial period has not expired and as such the customer has not accepted the product.


Furniture and equipment


Furniture and equipment are carried at cost and depreciation is computed over the estimated useful lives of the individual assets ranging from 3 to 7 years.  Depreciation is computed using the straight-line method. The related cost and accumulated depreciation of assets retired or otherwise disposed of are removed from the accounts and the resultant gain or loss is reflected in earnings.  Maintenance and repairs are expensed currently while major renewals and betterments are capitalized.


Depreciation expense amounted to approximately $10,000 and $14,000, respectively, for the years ended December 31, 2013 and 2012.


Impairment of Long-Lived Assets


In accordance with ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”, long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows estimated by the Company to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are recorded as held for sale at the lower of carrying value or estimated net realizable value. No impairment losses were identified or recorded in the fiscal years ended December 31, 2013 and 2012.


Revenue recognition


For our domestic direct response television sales generated by our infomercials, product sales revenue is recognized when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company’s revenues in the Statement of Operations are net of sales taxes.


The Company offers a 30-day risk-free trial as one of its payment options.  Revenue on the 30-day risk-free trial sales is not recognized until customer acceptance and collectability are assured which we determine to be when the trial period ends. If the risk-free trial expires without action by the customer, product is determined to be accepted by the customer and revenue is recorded.  Revenue for items purchased without the 30-day free trial is recognized upon shipment of the product to the customer and collectability is assured.


Revenue related to our DermaVital TM continuity program is recognized monthly upon shipment to customers.  Revenue related to international wholesale customers is recorded at gross amounts with a corresponding charge to cost of sales upon shipment.  Deferred revenue – short-term for payment received prior to shipment on international sales approximated $119,000 and $240,000 as of December 31, 2013 and 2012, respectively.


The Company has a return policy whereby the customer can return any product received within 30 days of receipt for a full refund excluding shipping and handling.  However, historically the Company has accepted returns past 30 days of receipt. The Company provides an allowance for returns based upon past experience.  Returns for the years presented have been offset against gross sales.




F-9





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


In 2012, the Company started selling warranties on the DermaWand TM for one-year, three-year and lifetime terms.  One-year and three-year warranties are recognized ratably over the term.  Lifetime warranties are recognized over the estimated term of 5 years.  Any unearned warranty is included in deferred revenue on the accompanying consolidated balance sheets.  Changes in the Company’s deferred service revenue related to the warranties is presented in the following table:


 

 

2013

 

2012

Deferred extended warranty revenue:

 

 

 

 

 

 

At beginning of period

 

$

171,319

 

$

-

Revenue deferred for new warranties

 

 

436,816

 

 

186,535

Revenue recognized

 

 

(97,505)

 

 

(15,216)

At end of period

 

$

510,630

 

$

171,319

 

 

 

 

 

 

 

Current portion

 

$

123,809

 

$

41,333

Non-current portion

 

 

386,821

 

 

129,986

 

 

$

510,630

 

$

171,319


Shipping and handling


The amount billed to a customer for shipping and handling is included in revenue: shipping and handling revenue approximated $5,990,000 and $3,546,000 for the years ended December 31, 2013 and 2012, respectively.  Shipping and handling costs are included in cost of sales.  Shipping and handling costs approximated $3,443,000 and $2,082,000 for the years ended December 31, 2013 and 2012, respectively.


Research and development


Research and development costs are expensed as incurred and are included in selling and marketing expense in the accompanying consolidated financial statements.  Research and development costs primarily consist of efforts to discover and develop new products and the testing and development of direct-response advertising related to these products.  Product testing and development costs approximated $168,000 and $70,000 for the years ended December 31, 2013 and 2012, respectively.


Media and production costs


Media and production costs are expensed as incurred and are included in selling and marketing expense in the accompanying consolidated financial statements.  The Company incurred approximately $12,950,000 and $7,626,000 in such costs for the years ended December 31, 2013 and 2012, respectively.


Income taxes


In preparing our consolidated financial statements, we make estimates of our current tax exposure and temporary differences resulting from timing differences for reporting items for book and tax purposes. We recognize deferred taxes by the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In consideration of our accumulated losses and limited historical ability to generate taxable income to utilize our deferred tax assets, we have estimated that we will not be able to realize any benefit from our temporary differences and have recorded a full valuation allowance. If we sustain profitability in the future at levels which cause management to conclude that it is more likely than not that we will realize all or a portion of the net operating loss carry-forward, we would record the estimated net realized value of the deferred tax asset at that time and would then provide for income taxes at a rate equal to our combined federal and state effective rates. Subsequent revisions to the estimated net realizable value of the deferred tax asset could cause our provision for income taxes to vary significantly from period to period.


The Company’s policy is to recognize interest and penalties related to tax matters in general and administrative expenses in the Consolidated Statements of Operations.




F-10





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


Stock options


In June 2001, our shareholders approved our 2001 Stock Option Plan (the “Plan”).  The Plan is designed for selected employees, officers and directors of the Company and its subsidiary, and is intended to advance the best interests of the Company by providing personnel who have substantial responsibility for the management and growth of the Company and its subsidiaries with additional incentive by increasing their proprietary interest in the success of the Company, thereby encouraging them to remain in the employ of the Company or its subsidiaries.  The Plan is administered by the Board of Directors of the Company, and authorizes the issuance of stock options not to exceed a total of 3,000,000 shares.  The terms of any awards under the Plan are determined by the Board of Directors, provided that no options may be granted at less than the fair market value of the stock as of the date of the grant.  The Plan expired in February 2011.  As of December 31, 2013, 933,334 options are outstanding under the Plan.


In December 2011, our shareholders approved our 2011 Stock Option Plan (the “2011 Plan”).  The 2011 Plan is designed for selected employees, officers, and directors of the Company and its subsidiary, and is intended to advance the best interests of the Company by providing personnel who have substantial responsibility for the management and growth of the Company and its subsidiary with additional incentive by increasing their proprietary interest in the success of the Company, thereby encouraging them to remain in the employ of the Company or its subsidiary.  The 2011 Plan is administered by the Board of Directors of the Company, and authorizes the issuance of stock options not to exceed a total of 3,000,000 shares.  The terms of any awards under the Plan are determined by the Board of Directors, provided that no options may be granted at less than the fair market value of the stock as of the date of the grant.  Generally, the options granted vest over three years with one-third vesting on each anniversary date of the grant.  As of December 31, 2013, 2,541,668 options are outstanding under the 2011 Plan.


The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, Equity-Based Payments to Non-Employees based upon the fair-value of the underlying instrument.  The equity instruments, consisting of stock options granted to consultants, are valued using the Black-Scholes valuation model.  The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period which services are received.  



The Company uses ASC Topic 718, “Share-Based Payments”, to account for stock-based compensation issued to employees and directors. The Company recognizes compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees over the requisite vesting period of the awards.  Stock options granted to non-employees are remeasured at each reporting period.


The following is a summary of stock options outstanding under the Plan and 2011 Plan (collectively “Stock Option Plans”) for the years ended December 31, 2013 and 2012:


  

 

Number of Shares

 

 

Weighted

Average

  

 

Employee

 

 

Non-

Employee

 

 

Totals

 

 

Exercise

Price

  

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2013

 

 

2,730,000

 

 

 

350,000

 

 

 

3,080,000

 

 

$

0.18

Granted during the year

 

 

1,295,000

 

 

 

-

 

 

 

1,295,000

 

 

 

0.27

Exercised during the year

 

 

(899,998)

 

 

 

-

 

 

 

(899,998)

 

 

 

0.10

Forfeited during the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

 

3,125,002

 

 

 

350,000

 

 

 

3,475,002

 

 

$

0.24




F-11





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


Stock options


  

 

Number of Shares

 

 

Weighted

Average

  

 

Employee

 

 

Non-

Employee

 

 

Totals

 

 

Exercise

Price

  

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2012

 

 

1,300,000

 

 

 

350,000

 

 

 

1,650,000

 

 

$

0.08

Granted during the year

 

 

1,510,000

 

 

 

-

 

 

 

1,510,000

 

 

 

0.29

Exercised during the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

Forfeited during the year

 

 

(80,000)

 

 

 

 -

 

 

 

(80,000)

 

 

 

(0.11)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

 

2,730,000

 

 

 

350,000

 

 

 

3,080,000

 

 

$

0.18


Of the stock options outstanding as of December 31, 2013 under the Stock Option Plans, 747,502 options are currently vested and exercisable.  The weighted average exercise price of these options was $0.20. These options expire through September 2022.  The aggregate intrinsic value for options outstanding and exercisable at December 31, 2013 was approximately $486,000.  The aggregate intrinsic value for options outstanding and exercisable at December 31, 2012 was approximately $276,000.  The aggregate intrinsic value for stock options exercised during the year ended December 31, 2013 was approximately $184,000.


For the years ended December 31, 2013 and 2012, the Company recorded approximately $262,000 and $250,000 respectively in stock compensation expense under the plan.  At December 31, 2013, there was approximately $551,000 of total unrecognized compensation cost related to non-vested option grants that will be recognized over the remaining vesting period of approximately 3 years.


The following assumptions are used in the Black-Scholes option pricing model for the years ended December 31, 2013 and 2012 to value the stock options granted during the period:


2013

 

2012

Risk-free interest rate

1.14% - 2.13%

 

Risk-free interest rate

1.19% - 1.62%

Expected dividend yield

0.00

 

Expected dividend yield

0.00

Expected life

6.00 years

 

Expected life

6.00 years

Expected volatility

318% - 352%

 

Expected volatility

305% - 316%

Weighted average grant date fair value

$0.30

 

Weighted average grant date fair value

$0.30


The following is a summary of stock options outstanding outside of the Stock Option Plans for the years ended December 31, 2013 and 2012:


  

 

Number of Shares

 

 

Weighted

Average

  

 

Employee

 

 

Non-

Employee

 

 

Totals

 

 

Exercise

Price

  

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2013

 

 

150,000

 

 

 

1,650,000

 

 

 

1,800,000

 

 

$

0.20

Granted during the year

 

 

175,000

 

 

 

190,000

 

 

 

365,000

 

 

 

0.34

Exercised during the year

 

 

(33,333)

 

 

 

-

 

 

 

(33,333)

 

 

 

0.15

Expired during the year

 

 

-

 

 

 

(250,000)

 

 

 

(250,000)

 

 

 

0.18

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

 

291,667

 

 

 

1,590,000

 

 

 

1,881,667

 

 

$

0.23




F-12





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 2 - Summary of significant accounting policies (continued)


Stock options


  

 

Number of Shares

 

 

Weighted

Average

  

 

Employee

 

 

Non-

Employee

 

 

Totals

 

 

Exercise

Price

  

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2012

 

 

-

 

 

 

250,000

 

 

 

250,000

 

 

$

0.18

Granted during the year

 

 

150,000

 

 

 

1,400,000

 

 

 

1,550,000

 

 

 

0.20

Exercised during the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

Expired during the year

 

 

-

 

 

 

 -

 

 

 

-

 

 

 

-

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

 

150,000

 

 

 

1,650,000

 

 

 

1,800,000

 

 

$

0.20


Of the stock options currently outstanding outside of the Stock Option Plans at December 31, 2013, 823,333 options are currently vested and exercisable. The weighted average exercise price of these options was $0.20. These options expire through April 2023.  The aggregate intrinsic value for options outstanding and exercisable at December 31, 2013 was approximately $537,000.  The aggregate intrinsic value for options outstanding and exercisable at December 31, 2012 was $243,000.


For the years ended December 31, 2013 and 2012, the Company recorded approximately $377,000 and $272,000, respectively in stock compensation expense under the plan.  At December 31, 2013, there was approximately $473,000 of total unrecognized compensation cost related to non-vested option grants that will be recognized over the remaining vesting period of approximately 3 years.


The following assumptions are used in the Black-Scholes option pricing model for the years ended December 31, 2013 and 2012 to value the stock options outstanding outside the plan:


2013

 

2012

Risk-free interest rate

1.14% – 3.04%

 

Risk-free interest rate

0.72% – 1.78%

Expected dividend yield

0.00

 

Expected dividend yield

0.00

Expected life

5.00 – 10.00 years

 

Expected life

3.00 – 10.00 years

Expected volatility

262% – 322%

 

Expected volatility

263% - 394%

Weighted average grant date fair value

$0.43

 

Weighted average grant date fair value

$0.31


The following is a summary of all stock options outstanding, and nonvested for the year ended December 31, 2013:


 

 

Number of Shares

 

 

Weighted Average

  

 

Employee

 

 

Non-

Employee

 

Totals

 

 

Exercise

Price

  

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2013 – nonvested

 

 

2,463,333

 

 

 

1,383,333

 

 

3,846,666

 

 

$

0.21

Granted

 

 

1,470,000

 

 

 

190,000

 

 

1,660,000

 

 

 

0.29

Vested

 

 

(1,009,999

)

 

 

(710,833

)

 

(1,720,832

)

 

 

0.20

Balance, December 31, 2013 – nonvested

 

 

2,923,334

 

 

 

862,500

 

 

3,785,834

 

 

$

0.25




F-13





Note 3 - Commitments and contingencies


Leases


As of December 31, 2013, the Company had an active lease related to the office space rented in Wayne, Pennsylvania.  Total rent expense incurred during 2013 and 2012 totaled approximately $49,000 and $34,000, respectively.  During the year ended December 31, 2013, the Company moved to a different building within the same facility and has amended the lease through March 2016.  The schedule below details the future financial obligations under the lease.


  

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

TOTAL OBLIGATION

 

Wayne - Corporate HQ

 

$

52,500

 

 

$

53,100

 

 

$

13,300

 

 

$

-

 

 

$

-

 

 

$

118,900

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Lease Obligations

 

$

52,500

 

 

$

53,100

 

 

$

13,300

 

 

$

-

 

 

$

-

 

 

$

118,900

 


DermaWand TM


On October 15, 1999, Windowshoppe.com Limited (“WSL”) entered into an endorsement agreement with an individual for her appearance in a DermaWand infomercial. On July 11, 2001, the agreement was amended to include a royalty payment for each unit sold internationally, up to a maximum royalty payment for any one calendar quarter. Further, if the infomercial is aired in the United States, then the airing fee will revert back to the same flat rate per calendar quarter. The initial term of the agreement was five years starting October 15, 1999. The agreement automatically and continually renews for successive additional five-year terms unless R.J.M.Ventures (“RJML”) is in material default and is notified in writing at least thirty days prior to the end of the then current term that the individual intends to terminate the agreement.  The Company assumed any and all responsibilities associated with the license and reconveyance agreements dated April 1, 2000 entered into by the Company and WSL and RJML. On January 5, 2001, WSL entered into an agreement with Omega 5.   WSL shall have worldwide nonexclusive rights to manufacture, market and distribute DermaWand TM .  In consideration of these rights, WSL shall pay a monthly payment for each unit sold of DermaWand depending on various scenarios as defined in the agreement.  The agreement is silent as to its duration.


During 2007, the Company entered into an exclusive license agreement with Omega 5 wherein ICTV was assigned all of the trademarks and all of the patents and pending patents relating to the DermaWand TM and was granted exclusive license with respect to the commercial rights to the DermaWand TM .  This agreement was amended and superseded on July 28, 2010.  The geographical scope of the license granted is the entire world consisting of the United States of America and all of the rest of the world.   The license remains exclusive to ICTV provided ICTV pays to Omega 5 a minimum annual payment of $250,000 in the initial 18 month term of the agreement and in each succeeding one-year period.  If in any calendar year the payments made by the Company to Omega exceed the annual minimum of $250,000, then the amount in excess of the annual minimum or “rollover amount” will be credited towards the Company’s annual minimum for the immediately following calendar year only.  If the Company fails to meet the minimum requirements as outlined in the agreement, it may be forced to assign the trademarks and patents back to Omega 5. After the initial term, the exclusive license granted shall renew automatically for a three year period, and thereafter automatically at three-year intervals.  The Company met the minimum requirements in each of the years ended December 31, 2013 and 2012.

 

The amount of royalty expense incurred for sales of the DermaWand TM included in selling and marketing in the accompanying Consolidated Statements of Operations were approximately $1,018,000 and $795,000 for the years ended December 31, 2013 and 2012, respectively.


Employment Agreement


Effective March 1, 2011, the Company entered into an employment agreement with the CEO of the Company.  Under the terms of this agreement, the Company will pay an annual salary of $180,000, subject to review and, if appropriate, adjustment on an annual basis by the Company’s Board of Directors.  Effective January 1, 2013, this annual salary was increased to $240,000 and approved by the Board of Directors. The CEO is also entitled to annual performance bonuses as determined appropriate by the Board of Directors, and is entitled to receive stock options and other employee benefits such as health insurance reimbursement; automobile allowance and other reimbursable expenses.  The initial term of this employment agreement is five years and automatically renews for successive one year periods unless either party provides not less than 60 days prior written notice of their intent not to renew the agreement.  If the employment agreement is terminated by the Company without cause, the employee will be entitled to a severance pay in a lump sum payment equal to one year of his base salary, health insurance reimbursement and automobile expenses allowance as in effect on the date of termination. Under the Employment Agreement, Mr. Claney will be considered terminated without cause if his substantive responsibilities are changed without his prior approval, or if all or substantially all of the assets of the Company are sold, or a controlling interest in the Company is sold, unless in connection with such a sale Mr. Claney’s Employment Agreement is assumed by the buyer or he is offered an employment contract for substantially the same responsibilities, for a term of at least one year, and at substantially the same compensation, terms and benefits as provided in the Employment Agreement.




F-14





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 3 - Commitments and contingencies (continued)


On April 17, 2012, the Company entered into an employment agreement with Richard Ransom, our President.  Under the terms of this agreement, the Company will pay an annual salary of $125,000, subject to review and, if appropriate, adjustment on an annual basis by the Company’s Board of Directors.  Effective January 1, 2013, this annual salary was increased to $160,000 and approved by the Board of Directors.  The President is also entitled to annual performance bonuses as determined appropriate by the Board of Directors, and is entitled to receive stock options and other employee benefits such as health insurance reimbursement, automobile allowance and other reimbursable expenses.  The employment agreement will continue until terminated by either party in accordance with the terms of the agreement. If the employment agreement is terminated by the Company without cause, the employee will be entitled to a severance payment equal to one year’s salary and benefits.


Other matters


Product Liability Insurance


For certain products, the Company was (and is) listed as an additional insured party under the product manufacturers’ insurance policy.  On February 20, 2007, the Company purchased its own liability insurance, which expires on April 20, 2014.  The Company intends to renew this policy.  At present, management is not aware of any claims against the Company for any products sold.


Note 4 – Severance payable


In September 2010 the Company entered into a severance agreement with a former consultant.   Under the severance agreement, the consultant will be paid $270,000 over a 27 month period in increments of $10,000 per month beginning in September 2010 and continuing through November 2012.  The Company recorded the $270,000 as a General and Administrative expense in the three months ended September 30, 2010.  In April 2011, the Company amended the aforementioned severance agreement. The amendment allows the Company to make monthly payments of $3,400 per month for a period of one year from April 2011 through March 2012.  In March 2012, the Company amended the aforementioned severance agreement for a second time to continue the monthly payment amount of $3,400 through March 2016.  The severance payable balance at December 31, 2013 and 2012 is $87,800 and $128,600, respectively of which $40,800 is current and $47,000 is long-term as of December 31, 2013.


Note 5 - Related party transactions


The Company had received short-term advances from a shareholder totaling $50,000 during the year ended December 31, 2012.  The $50,000 loan accrued interest of 6% annually and was repaid in October 2012.  


The Company also received short-term advances from another shareholder with repayments of $30,900 during the year ended December 31, 2012.  These advances were non-interest bearing and without specific terms of repayment.  


The Company has a note payable to the Better Blocks Trust, a major shareholder, in the amount of $590,723.  Prior to April 1, 2012, this loan was interest-free and had no specific terms of repayment.  On April 1, 2012, the note payable was modified with new terms to include interest at the rate of four and three quarters percent (4.75%) per annum.  Interest on the unpaid balance of the note is to be paid in arrears at the end of each calendar quarter, with payment due on the first day of the month following the quarter as to which interest is being accrued.  The first payment of interest was due on January 1, 2013, for the three quarters beginning April 1, 2012 and ending on December 31, 2012.  Interest payments of approximately $23,000 and $21,000 were paid during 2013 and 2012, respectively.  As of December 31, 2013 and 2012, the balance outstanding was approximately $394,000 and $591,000, respectively.  


On April 1, 2012, when the note was modified, a conversion option was added that stated that all or any part of this note may be converted into shares of common stock of the Company at any time, and from time to time, prior to payment, at a conversion price of $0.50 per share.  Conversion is at the option of lender.  Any amount not converted will continue to be payable in accordance with the terms of the note.  The Company considered this a modification of debt that was not substantive, thus no gain or loss was recorded upon modification. 



F-15





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 5 - Related party transactions (continued)


The principal balance of this note shall be due and payable in three equal payments on each of April 1, 2015, April 1, 2016, and April 1, 2017.  This note may be prepaid in whole or in part at any time without penalty, and any prepayment shall be applied against the next principal payment due.  Principal payments of $197,000 and $0 were made during the years ended December 31, 2013 and 2012, respectively.  On February 5, 2014, the Better Blocks Trust sold $50,000 of its note to the Company to an accredited investor, who then converted the $50,000 note into 100,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  Additionally, on March 18, 2014, The Better Blocks Trust sold $75,000 of its note to the Company to an accredited investor, who then converted the $75,000 note into 150,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.  Furthermore, an additional $75,000 in principal payments were made on this note through March 27, 2014.


Note 6 – Notes payable


In December 2011, the Company entered into an unsecured note payable with a Canadian lender in the amount of approximately $98,000 (C$100,000).  This loan accrued interest at prime (3.25% at December 31, 2012) plus 1%.  Interest was paid monthly.  Principal payments were to be paid in fifteen monthly installments of approximately $6,500 (C$6,667), beginning in March 2012 and ending May 2013.  The loan permitted payment in advance without penalty at any time.  


On January 24, 2012, the Company entered into a note modification with the Canadian lender increasing the outstanding balance to approximately $137,000 (C$140,000) as additional borrowings were made by the Company.  The principal payments on the additional borrowings of approximately $39,500 (C$40,000) were due in two installments of $20,000 (approximates C$) payable on April 15, 2012 and July 15, 2012.  In addition, the interest rate on the note was modified to lender’s cost (prime), plus two-percent and the note became convertible into shares of the Company’s common stock at a fixed conversion rate of $0.196 (C$.20) per share.  The Company considered this a modification of debt that was not substantive, thus no gain or loss was recorded upon modification.  The amount of the beneficial conversion upon modification was deemed insignificant to the consolidated financial statements.  The amount outstanding under the note at December 31, 2013 and 2012 was approximately $0 and $30,200 (C$30,000), respectively.  The balance was paid in full by March 2013.  Interest paid on the loan for the years ended December 31, 2013 and 2012, was approximately $200 and $3,600, respectively.


The lender of this note is also one of the two persons that receive royalty payments on the DermaWand sales as noted in Note 3


Note 7 - Capital transactions


On February 17, 2012, the Board authorized the issuance of up to 2,500,000 shares of common stocks to be purchased at $0.15 per share through February 29, 2012.  On February 29, 2012, the Board amended the resolution to authorize the issuance of up to 3,000,000 shares of common stock to be purchased at $0.15 per share through March 23, 2012.  A total of 2,590,000 shares were purchased through March 23, 2012 for gross proceeds of $388,500.  In addition, for every three shares of common stock purchased, the purchasers received one warrant to purchase common stock at $0.25 per share.  A total of 863,333 warrants were issued. The warrants expire three years after their issuance date.  The warrants have a weighted average fair value of $0.32.  The fair value of the warrant has been estimated on the date of grant using a Black-Scholes Pricing Model with the following assumptions:


Risk-free interest rate

0.36% – 0.58%

Expected dividend yield

0.00

Expected  life

3.00 years

Expected volatility

410% – 418%

Exercise price

$0.25




F-16






INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 7 - Capital transactions (continued)


The fair value of the warrants was approximately $274,000, and was recorded as an increase and corresponding decrease to additional paid-in capital for the year ended December 31, 2012.


During the year ended December 31, 2011, the Company entered into a three year corporate public relations consulting agreement where the consultants received compensation in the form of 500,000 shares of stock, 500,000 warrants with an exercise price of $0.10 that expire 14 months from the date of the agreement, and 1,000,000 warrants with an exercise price of $0.50 that expire 24 months from the date of the agreement.  On August 15, 2012, the Company entered into a settlement agreement with the consultants to terminate the consulting agreement.  As part of the agreement, the consultants maintained the 500,000 shares of common stock previously issued and all warrants previously issued were terminated.  In addition, the consultants received 250,000 new warrants with an exercise price of $0.10 that expire 3 years from the date of the agreement.


The 500,000 shares of common stock issued were originally valued at the fair market value of the stock on the date of grant.  The total value of the stock was approximately $65,000 and the expense was being recognized over the consulting period.  Upon termination, approximately $23,000 was expensed during the year ended December 31, 2012.  As noted in the previous paragraph, on August 15, 2012, the Company terminated the consulting agreement through a settlement agreement with these consultants and concurrently entered into a new consultant agreement with one of these consultants.  Therefore, any unrecognized expense related to common stock issued was immediately recognized upon termination of services with the one consultant and expense related to the other consultant will be recognized over the remaining consulting term.  For the years ended December 31, 2013 and 2012, the Company recorded approximately $10,800 and $38,800, respectively related to the issuance of these shares, and the Company has remaining unrecognized expense of approximately $6,000, which will be recognized over the next 7 months.


The Company used the Black Scholes model to value the 1,500,000 warrants granted using under the consulting agreement.  The weighted average grant date fair value of these warrants was $0.06.  


For the years ended December 31, 2013 and 2012, the Company recorded approximately $0 and $160,000, respectively, of stock based compensation expense to fully expense the 500,000 warrants issued to the consultants under the consulting agreement.  As of December 31, 2013, there was no unrecognized compensation costs related to these warrant grants.  


For the years ended December 31, 2013 and 2012, the Company recorded approximately $0 and $47,000, respectively, of stock based compensation expense to fully expense the 1,000,000 warrants issued to the consultants under the consulting agreement.  As of December 31, 2013, there was no unrecognized compensation costs related to these warrant grants.


For the years ended December 31, 2013 and 2012, the Company recorded approximately $18,300 and $62,700, respectively, of stock based compensation expense for the 250,000 new warrants issued to the consultants under the settlement agreement.  The expense related to the consultant no longer performing services was recognized immediately.  As of December 31, 2013, there was approximately $29,000 of total unrecognized compensation costs related to these warrant grants which will be recognized over the remaining 19.5 months.  On October 24, 2012, 125,000 warrants issued to one of the consultants were exercised for total consideration of $12,500.  


On August 15, 2012, the Company entered into a three year corporate public relations consulting agreement with one of the previous consultants.  As part of the agreement, the consultant will receive a monthly consulting fee of $4,000, a commission of $7.50 for each DermaWand TM sold plus 5% of the net revenue from other products sold on a third party website, and 125,000 additional warrants with an exercise price of $0.30 that expires 36 months from the date of the agreement.  For the years ended December 31, 2013 and 2012, the Company recorded approximately $18,300 and $7,700, respectively, of stock based compensation expense for the 125,000 warrants issued to the consultant under the new consulting agreement.  As of December 31, 2013, there was approximately $29,000 of total unrecognized compensation costs related to these warrant grants which will be recognized over the remaining 19.5 months.  


Due to the fact that any warrants issued to the consultant under the new consulting agreement are nonforfeitable, the 125,000 warrants with an exercise price of $0.10 and a fair value of $55,000, and the 125,000 warrants with an exercise price of $0.30 and a fair value of $55,000, which aggregated $110,000, were recorded in equity and were capitalized on the balance sheet in prepaid expenses and other current assets and will be expensed over the consultant term.  For the years ended December 31, 2013 and 2012, approximately $37,000 and $15,000, respectively, was expensed and included in stock based compensation expense in our accompanying consolidated financial statements.  Approximately $58,000 is capitalized and approximately $37,000 and $21,000 is reflected as current and non-current assets, respectively, in our accompanying consolidated balance sheet.



F-17





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 7 - Capital transactions (continued)


The warrants have a weighted average fair value of $0.44.  The fair value of the new warrants has been estimated on the date of grant using a Black-Scholes Pricing Model with the following assumptions:


Risk-free interest rate

0.31 – 0.42%

Expected dividend yield

-

Expected  life

3.00 years

Expected volatility

401%

Exercise price

$0.10 – $0.30


At December 31, 2013, the following warrants were outstanding and exercisable:


Holder

 

Warrants Outstanding

 

 

Exercise Price

 

 

Expiration Date

  

 

 

 

 

 

 

 

 

Shareholders in February 2012 private placement

 

 

863,333

 

 

 

$0.25

 

 

 

February – March 2015

 

 

 

 

 

 

 

 

 

 

 

 

Consultant

 

 

125,000

 

 

 

$0.10

 

 

 

August 2015

 

 

 

 

 

 

 

 

 

 

 

 

Consultant

 

 

125,000

 

 

 

$0.30

 

 

 

August 2015

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

 

1,113,333

 

 

 

$0.10 - $0.30

 

 

 

 


On September 1, 2013, the Company entered into a one year investor relations consulting agreement, in which 150,000 shares of restricted stock were agreed to be issued to a consultant.  Restricted stock awards provide that, during the applicable vesting periods, the shares awarded may not be sold or transferred by the participant. The fair market value was $0.45 and 37,500 shares vested as of the date of executed agreement.  An additional 37,500 shares vested on December 31, 2013, with the remaining 75,000 shares vesting on February 28, 2014.  The award contains service conditions based on the consultant’s continued service for the Company.  For the year ended December 31, 2013, the Company recorded approximately $37,300 of share based compensation.  As of December 31, 2013, there was approximately $75,200 of total unrecognized compensation costs related to this restricted stock grant which will be recognized over the remaining eight months. As of December 31, 2013, $32,500 of expense related to shares that have vested was included in prepaid expenses.


Note 8 - Basic and diluted earnings (loss) per share


ASC 260, “Earnings Per Share” requires presentation of basic earnings per share and dilutive earnings per share.


The computation of basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted earnings per share gives the effect to all dilutive potential common shares outstanding during the period.  The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect. For the purposes of obtaining future capital to finance the Companies’ operations and to fund future expansion of the Companies’ Direct Response Television campaign, certain shareholders are able to purchase additional stock with stock warrants attached to common stock issued. At December 31, 2013, there were 1,113,333 warrants outstanding and exercisable. The warrants are exercisable between $0.10 and $0.30 per share expiring through August 2015. At December 31, 2013 there were 5,356,669 stock options outstanding with 1,570,835 options vested and exercisable at a weighted average exercise price of $0.22.




F-18





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 8 - Basic and diluted earnings (loss) per share (continued)


The following securities were not involved in the computation of diluted net loss per share as their effect would have been anti-dilutive:


 

 

December 31

  

 

2013

 

 

2012

Options to purchase common stock

 

 

1,940,000

 

 

 

4,880,000

Warrants to purchase common stock

 

 

125,000

 

 

 

1,503,417

Convertible note payable from shareholder

 

 

-

 

 

 

1,332,291


As the Company was in a loss position for the year ended December 31, 2012, all shares were anti-dilutive.  


The number of shares of common stock used to calculate basic and diluted earnings per share for years ended December 31, 2013 and 2012 was determined as follows:


  

 

2013

 

 

2012

Basic weighted average shares outstanding

 

 

21,547,775

 

 

 

20,110,242

Dilutive effect of outstanding stock options

 

 

1,603,888

 

 

 

-

Dilutive effect of outstanding warrants

 

 

383,195

 

 

 

-

Dilutive effect of restricted stock awards

 

 

10,413

 

 

 

-

Dilutive effect of convertible note payable

 

 

1,181,447

 

 

 

-

 

 

 

 

 

 

 

 

Weighted average dilutive shares outstanding

 

 

24,726,718

 

 

 

20,110,242


The computations for basic and fully diluted earnings (loss) per share are as follows:


For the year ended December 31, 2013:

 

Loss

(Numerator)

 

Weighted Average

Shares (Denominator)

 

Per Share Amount

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

Income to common shareholders

 

$

1,645,878

 

21,547,775

 

$

0.08

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

Income to common shareholders, including interest expense on convertible note payable of $22,769

 

$

1,668,647

 

24,726,718

 

 

0.07


For the year ended December 31, 2012:

 

Loss

(Numerator)

 

Weighted Average

Shares (Denominator)

 

Per Share Amount

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

Loss to common shareholders

 

$

(550,448)

 

20,110,242

 

$

(0.03)





F-19





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 9 - Income taxes


The income tax expense for the years ended December 31, 2013 and 2012 consist of the following:


Current

 

2013

 

 

2012

Federal

 

$

31,000

 

 

$

40,000

State

 

 

24,000

 

 

 

8,600

Total

 

$

55,000

 

 

$

48,600


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) are approximately as follows as of December 31, 2013 and 2012:


  

 

2013

 

 

2012

Net operating loss

 

$

121,000

 

 

$

901,000

Accrued returns and allowances

 

 

263,000

 

 

 

334,000

Accumulated depreciation

 

 

(5,000)

 

 

 

(5,000)

Stock options

 

 

262,000

 

 

 

390,000

Deferred income

 

 

242,000

 

 

 

158,000

Other

 

 

242,000

 

 

 

207,000

Total deferred tax assets

 

$

1,125,000

 

 

$

1,985,000

Valuation allowance

 

 

(1,125,000

)

 

 

(1,985,000)

Net deferred tax assets

 

$

-

 

 

$

-


As of December 31, 2012, the Company had approximately $2,800,000 of gross federal net operating losses and approximately $800,000 of gross state net operating losses available, of which approximately $2,400,000 and $400,000, respectively, are expected to be utilized in 2013.  As of December 31, 2013, the Company completed its IRC Section 382 study and concluded that the availability of the Company’s net operating loss carry forwards will not be subject to annual limitations against taxable income in future periods due to change in ownership rules.  The Company has provided a full valuation allowance on the remaining net deferred asset as the Company does not have sufficient history of taxable income.  During 2012, the Company filed income tax returns from inception, 1998 through 2011; therefore, the statute for all years remains open and all years from 1998 through 2012 could potentially be audited.  The Company is now current in all tax filings.


The Company’s policy is to recognize interest and penalties related to tax matters in general and administrative expenses in the Consolidated Statements of Operations.  At December 31, 2013 and 2012, the Company had approximately $190,000 and $270,000, respectively accrued for various tax penalties. The following is a summary of the activity in the penalties payable for the year ended December 31, 2013.  The accrual has been reduced because a closing agreement was issued by the Wisconsin Department of Revenue resolving an outstanding tax issue, no tax or penalties were due upon resolution.  


Balance, January 1, 2013

$ 270,000

Reductions in reserve

(80,000)

Balance, December 31, 2013

$ 190,000


A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2013 and 2012, is as follows:


Federal rate

 

34.00%

 

34.00%

State tax rate

 

0.95%

 

5.95%

Effect of permanent differences

 

5.10%

 

5.03%

Change in valuation allowance

 

(39.7)%

 

(32.18)%

Other

 

2.9%

 

-

Effective tax rate

 

3.25%

 

12.80%




F-20





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 10 - Segment reporting


The Company operates in one industry segment and is engaged in the selling of various consumer products primarily through direct marketing infomercials.  The Company evaluates performance and allocates resources based on several factors, of which the primary financial measure is operating income by geographic area.  Operating expenses are primarily prorated based on the relationship between domestic and international sales.  International sales are classified as when a product is sold through a third party international distributor.  Domestic sales are DRTV sales sold directly to the consumer by the Company.  Included in domestic sales is approximately $150,000 in DRTV sales in Canada.    


Information with respect to the Company’s operating income (loss) by geographic area is as follows:


  

 

For the year ended December 31, 2013

 

For the year ended December 31, 2012

  

 

Domestic

 

International

 

Totals

 

Domestic

 

International

 

Totals

  

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

36,261,537

 

$

4,702,590

 

$

40,964,127

 

$

19,152,585

 

$

3,767,801

 

$

22,920,386

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

9,525,450

 

 

1,983,404

 

 

11,508,854

 

 

5,642,849

 

 

1,837,939

 

 

7,480,788

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

26,736,087

 

 

2,719,186

 

 

29,455,273

 

 

13,509,736

 

 

1,929,862

 

 

15,439,598

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  General and administrative

 

 

7,631,281

 

 

236,216

 

 

7,867,497

 

 

4,160,082

 

 

186,970

 

 

4,347,052

  Selling and marketing

 

 

19,807,598

 

 

56,838

 

 

19,864,436

 

 

11,521,033

 

 

47,238

 

 

11,568,271

Total operating expenses

 

 

27,438,879

 

 

293,054

 

 

27,731,933

 

 

15,681,115

 

 

234,208

 

 

15,915,323

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(702,792)

 

$

2,426,132

 

$

1,723,340

 

$

(2,171,379)

 

$

1,695,654

 

$

(475,725)


Selected balance sheet information by segment is presented in the following table as of December 31:


 

 

2013

 

 

2012

Domestic

 

$

4,765,746

 

 

$

4,414,775

International

 

 

6,240

 

 

 

25,453

Total Assets

 

$

4,771,986

 

 

$

4,440,228


Note 11 – Subsequent events


On January 3, 2014, a shareholder exercised 35,000 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 9, 2014, a shareholder exercised 100,000 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 15, 2014, one of our key employees exercised 8,333 options previously issued to him, at an exercise price of $.228 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.



F-21





INTERNATIONAL COMMERCIAL TELEVISION INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012


Note 11 – Subsequent events (continued)


On January 24, 2014, a shareholder exercised 333,333 warrants previously issued in connection with a private offering, at an exercise price of $.25 per share, and 133,333 options previously issued to him at an exercise price of $.15 per share.  The Shares were issued as restricted stock, with restrictive legends placed on the share certificates. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On January 29, 2014, one of our key employees exercised 166,667 options previously issued to him, at an exercise price of $.0828 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On February 18, 2014, an option holder exercised 125,000 options previously issued, at an exercise price of $.10 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On February 21 2014, two of our key employees exercised 100,000 options at an exercise price of $.0828 per share, and 10,000 options at an exercise price of $.23 per share.  The Shares were issued as restricted stock, with restrictive legends placed on the share certificates. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.


On March 4, 2014, the Company entered into a licensing agreement with Ermis Labs, LLC, in which ICTV has obtained the exclusive worldwide rights to manufacture and distribute their line of Coral Actives acne treatment and skin cleansing products.  As part of the agreement, the Company agreed to purchase approximately $150,000 in inventory and entered into a four month transition services agreement at $5,500 per month. This agreement extends ICTV’s presence in the health, wellness and beauty industry and gives it the ability to offer its customers and audience a differentiated solution in the acne treatment and skin cleansing area.  The Coral Actives product line consists of a cleanser & serum 2-step acne treatment, retinol exfoliating cleanser, penetrating acne serum gel, moisturizer and cleansing bar. ICTV plans include further development and build-out of a continuity program, production of a new direct response television marketing infomercial and expansion of distribution channels, including retail.


On March 18, 2014, The Better Blocks Trust sold $75,000 of its note to the Company to an accredited investor, who then converted the $75,000 note into 150,000 shares of the Company’s stock at the contractual conversion price of $.50 per share.  The Shares were issued as restricted stock, with a restrictive legend placed on the share certificate. The issuance of the shares was exempt from registration under Regulation D and Section 4(2) of the Securities Act of 1933.




F-22


Exhibit 31.1


Certification Pursuant to Rule 13-A-14 or

15 D-14 of the Securities Exchange Act

Of 1934, As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Kelvin Claney, certify that:


(1)

I have reviewed this Annual Report on Form 10-K of International Commercial Television, Inc.;


(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;


(4)

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and


(5)

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


Date: March 27, 2014

/s/ Kelvin Claney

Kelvin Claney, Chief Executive Officer



Exhibit 31.2


Certification Pursuant to Rule 13-A-14 or

15 D-14 of the Securities Exchange Act

Of 1934, As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Richard Ransom, certify that:


(1)

I have reviewed this Annual Report on Form 10-K of International Commercial Television, Inc.;


(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;


(4)

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and


(5)

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


Date: March 27, 2014

/s/ Richard Ransom

Richard Ransom, President




Exhibit 31.3


Certification Pursuant to Rule 13-A-14 or

15 D-14 of the Securities Exchange Act

Of 1934, As Adopted Pursuant to

Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Ryan LeBon, certify that:


(1)

I have reviewed this Annual Report on Form 10-K of International Commercial Television, Inc.;


(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;


(4)

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and


(5)

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.


Date: March 27, 2014

/s/ Ryan LeBon

Ryan LeBon, Chief Financial Officer




Exhibit 32


Certification Pursuant to

18. U.S.C. Section 1350, As Adopted Pursuant to Section 906 of

The Sarbanes-Oxley Act of 2002


In connection with the Annual Report of International Commercial Television, Inc. (the "Company") on Form 10-K for the period ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kelvin Claney, Chief Executive Officer, Richard Ransom, President, and Ryan LeBon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge and belief:


1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: March 27, 2014


/s/ Kelvin Claney

Kelvin Claney, Chief Executive Officer


/s/ Richard Ransom

Richard Ransom, President


/s/ Ryan LeBon

Ryan LeBon, Chief Financial Officer