UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 30, 2018

 

SEVEN STARS CLOUD GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada 001-35561 20-1778374
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)    

 

No.4 Drive-in Movie Theater Park, No. 21, Liangmaqiao Road,

Chaoyang, District, Beijing, P.R.C. 100125
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 212-206-1216

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

        Emerging growth company ¨

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 30, 2018 Seven Stars Cloud Group, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth in “Item 2.02. Results of Operations and Financial Condition,” including the exhibit referred to therein, is incorporated herein by reference.

 

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

The information contained in this Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

  

(d) Exhibits

 

Exhibit

No.

  Description
     
99.1   Press Release, dated March 30, 2018.

 

 

 

 

SIGNATURES

 

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

 

  SEVEN STARS CLOUD GROUP, INC.
     
     
Date: March 30, 2018 By:  /s/ Bruno Wu
    Bruno Wu
    Chief Executive Officer and Chairman of the Board

 

 

 

 

 

 

Exhibit 99.1

 

 

Seven Stars Cloud Reports Full Year 2017

 

Financial Results

 

·   Full Year 2017 revenue of $144 Million (+310% vs. Restated FY 2016 and +3106% vs. Original FY 2016)

 

·   SSC is poised for strong revenue growth and positive EBITDA in 2018

 

·   SSC estimates that in Fiscal Year 2018, the Company will generate $280 million in revenue and $35 million in EBITDA

 

·   Earnings Release Conference Call to be held Monday April 2, 2018 at 8:00 a.m. ET

 

New York, NY, March 30, 2018 – Seven Stars Cloud Group, Inc. (NASDAQ: SSC) (“SSC” or the “Company”), announced today its Full Year 2017 operating results for the period ended December 31, 2017 (a full copy of the Company’s annual report on Form 10-K will also be posted at www.sec.gov).  

 

Conference Call: SSC’s management, including Bruno Wu (Executive Chairman & CEO), Robert G. Benya (President, Director & Chief Revenue Officer), Simon Wang (CFO) and Jason Wu (Finance Director), will host an earnings release conference call at 8:00 a.m. on Monday, April 2, U.S. Eastern Time (8:00 p.m. on Monday April 2, Beijing/Hong Kong Time).

 

To join the webcast, please visit the ‘Events & Presentations’ section of the SSC corporate website (http://www.sevenstarscloud.com/events), or click http://sevenstarscloud.equisolvewebcast.com/q4-2017 or call the toll-free dial-in number: 877-407-3107; International callers should dial: 201-493-6796.

  

 

 

  

SSC FULL YEAR 2017 OPERATING RESULTS

 

Revenue for the year ended December 31, 2017 was $144.3 million as compared to $35.2 million for the same period in 2016, an increase of approximately $109.2 million, or 310% (2016 full year revenue was originally recorded as $4.5 million in the 2016 10-K, which when compared to 2017 full year revenue would have presented 2017 vs 2016 revenue growth of 3,106%. In January 2017, the Company completed acquisitions of SVG and Wide Angle, and considering these acquisitions were under common control under our CEO and Chairman Bruno Wu since November 10, 2016, the Company’s financials for the year 2016 have been adjusted to reflect ownership by the Company since November 10, 2016, when common control existed in accordance with US GAAP). The increase was mainly due to our new business lines acquired in January 2017, and to a lesser extent, one-time consulting services that we provided to certain customers. This increase was partially offset by a decrease of our legacy YOD business in the amount of $3.8 million, as the legacy YOD business shifts to a new exclusive distribution agreement with Zhejiang Yanhua Culture Media Co., Ltd., or Yanhua, which was announced in the fourth quarter of 2016.

 

Cost of revenues was $137.2 million for the year ended December 31, 2017, as compared to $35.6 million for the year ended December 31, 2016. Our cost of revenues increased by $101.6 million which is in line with our increase in revenues. Our cost of revenues is primarily comprised of costs to purchase electronic products and crude oil from suppliers in our supply chain business as well as the cost of sales from the Legacy YOD business which is primarily comprised of content licensing fees.

 

Gross profit for the year ended December 31, 2017 was approximately $7.2 million, as compared to a gross loss of $0.4 million during the same period in 2016. Gross profit ratio for the year ended December 31, 2017 was 5.0%, while in 2016, it was negative. The reason for the gross loss in 2016 was due to higher costs associated with the commercial electronic supply chain business as the Company looked to expand its customer base and sales volume. For the year ended December 31, 2017, gross margin for the electronic supply chain business increased to 2.7%, which contributed gross profit in the amount of $3.3 million.

 

Selling, general and administrative expense for the year ended December 31, 2017 was $12.8 million as compared to $10.9 million for the same period in 2016, an increase of approximately $1.9 million or 18%. The majority of the increase was due to 1) an increase in our sales and marketing expense in the amount of $1.6 million in order to introduce and promote our services to various new potential business partners; 2) an increase of approximately $0.9 million of share based compensation due to option and restricted shares units that the Company approved for grant to independent board members for their 2017 compensation (which included a significant increase in board related work during 2017 compared with prior years; 3) an increase in headcount and relevant traveling expenses in the amount of $1.1 million and 4) leasehold improvement disposal losses of approximately $0.7 million that were incurred when the Company canceled its purchase of our Beijing office building in 2017.

 

 

 

 

Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to business transition and expansion. Our professional fees increased approximately by $1.8 million, or 125%, for the year ended December 31, 2017, compared with the same period in 2016. The increase in professional fees was related to an increase in audit service fees, which increased from $0.6 million in 2016 to $1.2 million in 2017. This increase can be primarily attributed to the non-recurring opening audit fess due to the auditor change as well as increasing legal, financial advisory, valuation and auditing service fees incurred in relation to acquisitions and general corporate business activity in 2017.

 

In 2016, the Company recognized an Earn-Out Share Award expense to Bruno Wu’s Sun Seven Stars of approximately $13,700,000, for reaching certain milestones and based on the fair value of common stock issued at the time. In 2017, no such expense was incurred.

 

Loss per share for 2017 was $0.16 as compared to loss per share of $0.73 in 2016.

 

Executive Chairman and CEO Bruno Wu stated, “2017 saw persistent operational improvements throughout the year with our business gaining strength, diversification and stability quarter after quarter. Sales were up substantially as the Company transitioned away from the old and began establishing the foundation for the future. Looking forward, SSC’s market opportunities in fintech-powered digital asset securitization are both significant and synergistic. Our ability to innovate and execute as we did in 2017 gives us the confidence to become a leader in the digital finance space, as we foresee customers and partners beginning to recognize our platform innovations and market leadership. The Company executed the first phase of its strategic and integration plan by acquiring, investing in, or partnering with firms focused on Artificial Intelligence, Blockchain and Alternative Trading System platforms. Now, SSC is poised to launch the second phase of its strategic plan in 2018 and expects to introduce a Global Trading Partner Network that enables partners to list and trade financial products both cost effectively and seamlessly across the globe. With this plan in place, management remains focused not only on sustained revenue growth but increased and stronger margins all while continuing to evaluate all existing opportunities to create and maximize shareholder value.”

 

About Seven Stars Cloud Group, Inc. (http://www.sevenstarscloud.com/)

 

SSC is aiming to become a next generation Artificial-Intelligent (AI) & Blockchain-Powered, Fintech company. By managing and providing an infrastructure and environment that facilitates the transformation of traditional financial markets such as commodities, currency and credit into the asset digitalization era, SSC hopes to provide asset owners and holders a seamless method and platform for digital asset securitization, tokenization and trading. Separately, SSC is aiming to offer a closed supply chain trading ecosystem for corporate buyers and sellers designed to eliminate standard transactional intermediaries and create a more direct and margin-expanding path for principals.

  

 

 

  

Safe Harbor Statement

 

This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

CONTACT:

Jason Finkelstein

VP, Investor Relations

Seven Stars Cloud Group, Inc.

212-206-1216

 

 

 

#  #  #

  

 

 

 

 

Seven Stars Cloud Group, Inc., Its Subsidiaries and Variable Interest Entities

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    2017     2016  
             
Revenue from third parties   $ 125,365,751     $ 35,185,508  
Revenue from related party     18,973,054       -  
Total revenue     144,338,805       35,185,508  
Cost of revenue     137,188,353       35,551,198  
Gross profit     7,150,452       (365,690 )
                 
Operating expenses:                
Selling, general and administrative expenses     12,848,184       10,898,323  
Research and development expense     406,845       -  
Professional fees     3,153,697       1,400,139  
Depreciation and amortization     306,801       505,028  
Impairment of other intangible assets (Note 8)     216,468       2,018,628  
Earn-out share award expense (Note 13)     -       13,700,000  
Total operating expenses     16,931,995       28,522,118  
                 
Loss from operations     (9,781,543 )     (28,887,808 )
                 
Interest and other income (expense):                
Interest expense, net     (95,658 )     (254,725 )
Change in fair value of warrant liabilities     (112,642 )     324,432  
Equity in loss of equity method investees     (129,193 )     (31,557 )
Impairment of equity method investments     -       (38,448 )
Others     (73,833 )     57,017  
Loss before income taxes and non-controlling interest     (10,192,869 )     (28,831,089 )
                 
Income tax benefit     -       330,124  
                 
Net loss     (10,192,869 )     (28,500,965 )
                 
Net loss attributable to non-controlling interest     357,268       2,092,991  
                 
Net loss attributable to Seven Stars Cloud shareholders   $ (9,835,601 )   $ (26,407,974 )
                 
Basic and diluted loss per share   $ (0.16 )   $ (0.73 )
                 
Weighted average shares outstanding:                
                 
Basic and diluted     61,182,209       35,998,001  

 

 

 

 

Seven Stars Cloud Group, Inc., Its Subsidiaries and Variable Interest Entities

CONSOLIDATED BALANCE SHEETS

 

    December 31,  
    2017     2016  
             
ASSETS                
Current assets:                
Cash   $ 7,205,096     $ 3,761,814  
Accounts receivable, net     26,962,085       9,522,151  
Licensed content, current     16,958,149       124,319  
Notes receivable     -       1,749,830  
Inventory     216,453       203,697  
Prepaid expenses     2,202,728       375,944  
Other current assets     2,256,727       3,581,822  
Total current assets     55,801,238       19,319,577  
Property and equipment, net     113,993       4,963,725  
Licensed content, non-current     -       17,593,528  
Intangible assets, net     148,874       453,242  
Goodwill     -       6,648,911  
Long-term investments     6,975,511       6,654,664  
Other non-current assets     -       112,643  
Total assets   $ 63,039,616     $ 55,746,290  
                 
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND EQUITY                
Current liabilities: (including amounts of consolidated VIEs without recourse to Seven Stars Cloud Group, Inc. See note 4)                
Accounts payable     26,829,593       13,341,680  
Advance from customers     222,350       1,350,054  
Accrued interest due to a related party     20,055       557,918  
Accrued other expenses     174,358       708,987  
Accrued salaries     737,072       766,957  
Payable for purchase of building     -       987,015  
Amount due to related parties     45,639       1,060,817  
Other current liabilities     625,942       934,480  
Accrued license content fees     -       1,236,661  
Convertible promissory note due to a related party     3,000,000       3,000,000  
Warrant liabilities     -       70,785  
Total current liabilities     31,655,009       24,015,354  
Total liabilities     31,655,009       24,015,354  
Commitments and contingencies: (Note 18)                
Convertible redeemable preferred stock:                
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of December 31, 2017 and 2016, respectively     1,261,995       1,261,995  
Equity:                
Series E Preferred Stock - $0.001 par value; 16,500,000 shares authorized, nil and 7,154,997 shares issued and outstanding, liquidation preference of nil and $12,521,245 as of December 31, 2017 and December 31, 2016, respectively     -       7,155  
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 68,509,090 and 53,918,523 shares issued and outstanding as of December 31, 2017 and 2016, respectively     68,509       53,918  
Additional paid-in capital     157,968,548       152,755,919  
Accumulated deficit     (125,865,391 )     (115,669,268 )
Accumulated other comprehensive loss     (759,687 )     (1,353,302 )
Total Seven Stars Cloud shareholder’s equity     31,411,979       35,794,422  
Non-controlling interest     (1,289,367 )     (5,325,481 )
Total equity     30,122,612       30,468,941  
Total liabilities, convertible redeemable preferred stock and equity   $ 63,039,616     $ 55,746,290