Acorn International 6-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2008
Commission File Number: 001-33429
Acorn International, Inc.
12F, Xinyin Building, 888 Yishan Rd
Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- N/A
TABLE OF CONTENTS
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, thereunto duly authorized.
Date: December 2, 2008
Acorn Reports Third Quarter 2008 Financial Results
(Shanghai, China; 2 December 2008) Acorn International, Inc. (NYSE: ATV) (Acorn or the Company), a leading integrated multi-platform marketing company in China engaged in developing, promoting and selling consumer products and services, announced its third quarter financial results for the three months ended September 30, 2008.
Highlights for Third Quarter 2008:
The third quarter was mixed for our business. The opening of the 2008 Beijing Olympics and the worsening of the global financial crisis both significantly impacted our business operations. While our collectibles business benefited from the Olympics, our CPS stock tracking software sales declined along with the domestic financial market decline. Despite the macro factors affecting our business, we continue to make positive strides in many of our other product lines. During the third quarter, our longstanding Babaka posture correction products continued to perform well, our third party banks sales expanded, and we even saw some recovery in our mobile handsets business following a revamped pricing and marketing scheme, said Mr. James Hu, Chairman and CEO of Acorn International. Our business is facing some tough challenges both internally and externally this year. Some of the older products needed strategy adjustments while new products will still take time to develop. Coupled with an extremely turbulent macro economic
environment in 2008, the recovery in our business has been longer than expected. However, we will remain vigilant and focus on pursuing the strategy set out at the beginning of this year. Our addition of Yiyang Yukang, a PRC-based mobile handset producer and distributor in China, should help expand our overall brand portfolio and strengthen our off line distribution capability. By focusing on our core competency, namely our cross platform marketing and distribution synergy, we are positioning Acorn to reemerge from the current crisis as a better and stronger player in Chinas direct sales industry.
Business Highlights for the Third Quarter of 2008:
Financial Results Highlights for the Third Quarter 2008:
For the third quarter 2008, total net revenues were $75.7 million, an increase of 3.4% compared to $73.2 million in the third quarter 2007.
Direct sales net revenues were $46.5 million, up 4.8% compared to the third quarter 2007. The increase in direct sales net revenues was largely due to sales increases for the Babaka posture correction, cosmetics and eRoda GPS businesses, despite a year over year slow down in the mobile handsets business.
Distribution net revenues increased 1.1% year-over-year in the third quarter to $29.2 million, primarily due to improvements in the Meijin electronic dictionary and Babaka posture correction products businesses, offsetting the decline in the sales of the Ozing electronic learning product and CPS stock tracking software businesses for the quarter.
The table below summarizes gross revenues from the three best-selling product categories for the direct sales platform, distribution network and total direct and distribution sales, respectively:
Cost of sales in the third quarter 2008 was $37.1 million, an increase of 1.9% from $36.4 million in the third quarter 2007.
Gross profit in the third quarter 2008 was $38.6 million, an increase of 4.9% compared to $36.8 million in the third quarter 2007. Gross margin was 51.0% in the third quarter 2008, up slightly from 50.3% in the third quarter 2007.
Gross profit from direct sales for the third quarter 2008 decreased 1.8% to $23.7 million from $24.1 million in the same period last year. Gross margin for direct sales for the third quarter 2008 was 50.9%, compared to 54.4% in the third quarter 2007. The decline in gross margin was largely due to the introduction of lower margin mobile handsets and collectibles during the third quarter 2008.
Gross profit from distribution sales in the third quarter 2008 was $14.9 million, an increase of 17.5% from $12.7 million in the third quarter 2007. Gross margin for distribution sales for the third quarter 2008 was 51.2%, up from 44.1% in the same period last year. The increase in gross margin resulted primarily from Acorns decision to terminate, in the fourth quarter of 2007, its prior distribution incentive plan which offered distributors higher discounts.
Advertising expenses were $17.9 million for the third quarter 2008 compared to $20.5 million in the third quarter 2007. The lower advertising expenses were mainly associated with a decrease in advertising during the Beijing Olympics to permit less interrupted programming broadcasts and an increase in the direct sales advertising costs shared by joint sales partners for the third quarter 2008. Gross profit over advertising expenses, a benchmark Acorn uses to measure return on multiple sales platforms, was 2.16 in the third quarter 2008, an increase compared to 1.80 in the third quarter 2007 and 1.38 in the second quarter 2008.
Other selling and marketing expenses increased 25.7% to $12.0 million from $9.5 million in the third quarter 2007. The increase was mainly due to increased business development and promotion expenses to Acorns distributors (following termination of its prior distribution incentive plan in the fourth quarter 2007) and a higher delivery and packaging costs associated with the Beijing Olympics for the third quarter 2008.
General and administrative expenses were $7.7 million in the third quarter 2008, a 5.9% increase from $7.3 million in the third quarter 2007. The increase was primarily due to increase in depreciation and amortization expenses of fixed assets and intangible assets and the increase in the Companys bad debt provisions related to the rise in accounts receivable from a higher sales season.
Intangible assets impairment loss and goodwill impairment loss totaled $8.7 million in the third quarter 2008.
Other operating income, net, was $0.9 million for the third quarter 2008, down 33.5% from $1.4 million in the third quarter 2007. Other operating income, net, included $0.7 million and $1.1 million in government subsidies for the third quarter 2008 and 2007, respectively.
Operating loss for the third quarter 2008 was $6.7 million (including $8.7 million impairment losses on goodwill and intangible assets), compared to operating income of $1.0 million in the third quarter 2007.
Share-based compensation expenses for the third quarter 2008 were $0.9 million, compared to $1.6 million for the third quarter 2007.
Excluding share-based compensation expenses and impairment losses on goodwill and intangible assets (non-GAAP), operating income for the third quarter 2008 was $2.9 million, compared to operating income of $2.6 million in the same period of 2007.
Net loss for the third quarter 2008 was $10.8 million (including $3.3 million investment impairment loss and $8.7 million impairment losses on goodwill and intangible assets), compared to a net profit of $4.5 million (including $3.8 million investment gain) in the third quarter 2007. Diluted loss per ordinary share was $0.13 for the third quarter 2008. Excluding share-based compensation expenses and impairment losses on goodwill and intangible assets (non-GAAP), diluted loss per ordinary share was $0.01 for the quarter.
Acorns cash and cash equivalents totaled $157.1 million at the end the third quarter 2008, up $9.6 million from that at the end of the second quarter 2008.
In December 2007, NavInfo, a Chinese company providing digital maps, sued Careland (the map service provider for Acorns branded GPS product) and Acorn seeking approximately $0.4 million compensation for infringement of its digital map technology. NavInfo withdrew the lawsuit in November 2008.
In November 2008, Acorn entered into a binding term sheet to acquire Yiyang Yukang Communication Equipment Co. Limited (Yiyang Yukang), a domestic communication equipment producer and distributor in China. The transaction is expected to close by the end of December 2008, subject to customary closing conditions. Upon closing, Acorn will pay to the current shareholder of Yiyang Yukang consideration of $6.7 million in cash and 2,564,103 of its ordinary shares (Ordinary Shares), and may pay in three potential earn-out payments additional considerations totaling 3,846,153 Acorn Ordinary Shares and US$32.10 million in cash, or 5,128,203 Acorn Ordinary Shares and US$28.10 million in cash, contingent on Yiyang Yukang meeting certain earnings targets in 2008, 2009 and 2010 for each of the earn-out payments.
Full Year 2008 Business Outlook:
Acorn maintains the full year financial guidance for 2008 previously announced in the second quarter 2008. For 2008, it continues to expect net revenues in the range of $230 to $250 million and net profit excluding share-based compensation expenses, impairment losses from investments and non-recurring charges to be a few million dollars of loss to breakeven.
Conference Call Information
Acorns management will hold an earnings conference call at 8:00 am Eastern Time on December 2, 2008 (9:00 pm Beijing Time) to discuss its third quarter 2008 financial results and answer questions.
You may access the live interactive call via:
+1 866 549 1292 (U.S. Toll Free)
+800 7011 223 (China Toll Free)
+852 3005 2050 (International)
Please dial-in 10-15 minutes in advance to facilitate an on-time start. A replay will be available for approximately two weeks after the call and may be accessed via:
+852 3005 2020 (International)
A live and archived webcast of the call will be available on the Companys website at http://www.chinadrtv.com.
Acorn is a leading integrated multi-platform marketing company in China, operating Chinas largest TV direct sales business in terms of revenues and TV air time and a nationwide off-TV distribution network. Acorns TV direct sales platform consists of airtime purchased from both national and local channels. In addition to marketing and selling through its TV direct sales programs and its off-TV nationwide distribution network, Acorn also offers consumer products and services through catalogs, outbound telemarketing center and an ecommerce website. Leveraging its integrated multiple sales and marketing platforms, Acorn has built a proven track record of developing and selling proprietary-branded consumer products, as well as products and services from established third parties.
For more information, please visit http://www.chinadrtv.com.
Use of Non-GAAP Financial Measures
Acorn has reported for the third quarter 2007 and 2008 income from operations, operating margin, net income and income per ordinary share on a non-GAAP basis, all excluding share-based compensation expenses and goodwill and intangible asset impairment losses. Acorn believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing Acorns financial performance and liquidity and when planning and forecasting future periods. These non-GAAP operating measures are useful for understanding and assessing Acorns underlying business performance and operating trends and Acorn expects to report income from operations, operating margin, net income and income per ordinary share on a non-GAAP basis using a consistent method on a quarterly basis going forward.
Readers are cautioned not to view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies, and should refer to the following reconciliation of GAAP results with non-GAAP results for the three months ended September 30, 2007 and 2008, respectively.
The table below sets forth the reconciliation of non-GAAP measures to GAAP measures for the indicated periods:
ACORN INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP TO GAAP
(in US dollars)
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including, among other things, Acorns anticipated operating results for 2008; expectations regarding Acorns ability to emerge from the current economic crisis as a better and stronger market player; the anticipated benefits of the pending Yiyang Yukang acquisition (including the expanded brand portfolio and distribution capability); and growth prospects its third-party bank sales business, the Babaka posture correction products and low-cost mobile handsets. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Our actual results and financial condition and other circumstances may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. In particular, our operating results for any period are impacted significantly by the mix of products and services sold by us in the period and the platforms through which they are sold, causing our operating results to fluctuate and making them difficult to predict.
Other factors that could cause forward-looking statements to differ materially from actual future events or results include risks and uncertainties related to: our ability to effectively integrate the pending Yiyang Yukang acquisition (which may not close when expected or at all), our ability to successfully introduce new products and services, including to offset declines in sales of existing products and services; our ability to stay abreast of consumer market trends and maintain our reputation and consumer confidence; continued access to and effective usage of TV advertising time and pricing related risks; relevant government policies and regulations relating to TV media time and TV direct sales programs, including actions that may make TV media time unavailable to us or require we suspend or terminate a particular TV direct sales program; our reliance on and ability to effectively manage our nationwide distribution network (including Yiyang Yukangs network); potential unauthorized use of our intellectual property; potential disruption of our manufacturing process; increasing competition in Chinas consumer market; and general economic and business conditions in China. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in our 2007 annual report on Form 20-F filed with Securities and Exchange Commission on May 30, 2008. For a discussion of other important factors that could adversely affect our business, financial condition, results of operations and prospects, see Risk Factors beginning on page 6 of our Form 20-F for the fiscal year ended December 31, 2007. Our actual results of operations for the third quarter of 2008 are not necessarily indicative of our operating results for any future periods. Any projections in this release are based on limited information currently available to us, which is subject to change. Although such projections and the factors influencing them will likely change, we will not necessarily update the information. Such information speaks only as of the date of this release.
ACORN INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In US dollars, except share data)
ACORN INTERNATIONAL, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In US dollars)
For further information, please contact:
Chen Fu, Director of Investor Relations
Tel: (86) 21 5151 8888 (ext.2228)
Tel: (852) 2522 1838
Tel: (852) 2522 1838