Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  May 17, 2011
 
CHINANET ONLINE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
 

 
Nevada
 
000-52672
 
90-0617940
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


No.3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195
(Address of Principal Executive Offices and Zip Code)

 
Registrant’s telephone number, including area code: 011-86-51600828
 

____________________________________
(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))
 


 
 
 

 

 
Item 2.02. Results of Operations and Financial Condition.
 

On May 17, 2011, ChinaNet Online Holdings, Inc., a Nevada corporation, issued a press release containing certain financial results for its first fiscal quarter of 2011.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

 
Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits:
No.
Description
99.1
Press Release dated May 17, 2011
   



 
 
 

 

 
SIGNATURE
 
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.
 
CHINANET ONLINE HOLDINGS, INC.
 
       
Dated:  May 17, 2011
By:
/s/ Handong Cheng  
   
Name: Handong Cheng
 
   
Title:   Chief Executive Officer

 
       
 
 
 
 
 
 

 


 
Exhibit Index
No.
Description
99.1
Press Release dated May 17, 2011

Unassociated Document
 
ChinaNet Online Holdings Reports First Quarter 2011 Earnings
 
 
·
Internet Advertising revenue jumped 30% to $6.1 million; representing 87% of total revenue
 
 
·
Q1 gross margin expanded by 3,690 basis points year-over-year to 71.1%
 
 
·
Adjusted net income attributable to common shareholders grew 42% to $2.4 million with diluted EPS of $0.12
 
 
·
$3.8 million operating cash flows in Q1 2011
 
 
·
Launched premium branded portal www.liansuo.com
 
 
·
Reaffirms 2011 net income guidance of $17.5 to $18.2 million
 
BEIJING, May 17, 2011 -- ChinaNet Online Holdings, Inc. (Nasdaq:CNET) ("ChinaNet" or the "Company"), a leading full-service B2B fully integrated Internet service provider for small and medium-sized enterprises ("SMEs") to expand their sales networks in China, today announced first quarter financial results.
 
Summary Financials
 
First quarter 2011 Results (USD) (unaudited)
 
 
Q1 2011
Q1 2010
CHANGE
Sales
$7.0 million
$10.2 million
-31%
Gross Profit
$5.0 million
$3.5 million
+43%
Gross Margin
71.1%
34.2%
+108%
Adjusted Net Income Attributable
to Common Shareholders(1)
 $2.4 million
$1.7 million
+42%
Adjusted EPS (Diluted)(1)
$0.12
$0.09
+33%
 
 
(1) Non-GAAP net income and EPS excludes $0.2 million non-cash gain on deconsolidation of a subsidiary and $1.9 million non-cash gain related to changes in fair value of warrants for the three month periods ended March 31, 2011 and 2010, respectively.
 
First quarter 2011 Financial Results
 
"Our first quarter results demonstrate further execution on our fully integrated service oriented growth strategy and the inherent operating leverage in our business model," stated Mr. Handong Cheng, Chairman and CEO of the Company. "The decision to allocate resources toward 28.com enabled us to successfully deliver new services to existing clients. This contributed to a doubling of gross margins to over 70%, and respective increases in both earnings and cash flow. As we grow our base of franchise customers, including larger branded clients and introduce new services to monetize this existing base, we see substantial opportunities to further expand our market share. In addition, the opportunity to introduce business services to a much larger client base of non-franchised SME (Small to Medium Enterprise) customers offers us another avenue for growth."
 
 
 

 
 
Revenues for the first quarter of 2011 decreased 31% to $7.0 million from the first quarter of 2010, consistent with management’s decision to allocate the majority of its capital to its internet advertising and marketing businesses. Revenues from the internet advertising and marketing business segment increased 30% to $6.1 million, while TV advertisement revenues fell 87% to $0.7 million. Successful brand building efforts for 28.com drove further growth in core advertising and internet based marketing tools, while the Company experienced initial contributions from its complementary brand management and sales channel expansion services.   
 
TV production and advertising service revenues decreased as the Company reduced the total minutes of advertising time purchased in order to free up working capital. TV advertisement revenues only accounted for 10% of revenues in the first three months of 2011, down from 53% in the prior year. Revenues from this segment will continue to fluctuate according to customer demand.
 
 
First quarter 2011 Revenue Breakdown By Business Unit (USD in thousands) (unaudited)
 
 
Q1 2011
%
Q1 2010
%
% Change
Internet Advertisement
6,086
87%
4,694
46%
+30%
TV Advertisement
726
10%
5,402
53%
-87%
Bank Kiosk
137
2%
132
1%
+4%
Brand Mgmt. & Sales Channel Expansion
75
1%
-
-
-
 
 
Total cost of sales was $2 million compared to $6.7 million for the same period in 2010. Gross profit for the first quarter of 2011 was $5 million, representing gross margin of 71.1%, compared to $3.5 million in gross profit and a gross margin of 34.2% in the first quarter of 2010. Internet advertisement generated 76.6% gross margin in the first quarter of 2011, in line with the 70%-80% historical range.
 
Operating expenses for the three months ended March 31, 2011 were approximately $2 million, up 44% from the period a year ago. Selling expenses for the period were $0.7 million compared to $0.4 million in the three months ended March 31, 2010 due to higher marketing and brand development for 28.com. Research and development expenses grew by 164% year-over-year to $0.35 million as the Company significantly increased technology and new product development projects.
 
Operating income for the first quarter of 2011 increased by 42.9% over the prior year to $3 million. Operating margins improved 2,230 basis points year-over-year to 43.3%.
 
 
 

 
 
GAAP net income attributable to common shareholders for the first quarter was $2.6 million. Adjusted net income attributable to common shareholders was $2.4 million and $1.7 million in the first quarter of 2011 and 2010, respectively, representing 41.2% growth. Adjusted diluted net income per share was $0.12 in the first quarter of 2011 compared to $0.09 in the same period in 2010, based on 20.8 million and 21.1 million outstanding shares, respectively.
 
Balance Sheet and Cash Flow
 
The Company had $17.6 million in cash and equivalents on March 31, 2011, compared to $15.6 million on December 31, 2010, working capital of $25.4 million, compared to $26.6 million on December 31, 2010, and a current ratio of 5.2 to 1 compared 5.3 to 1 on December 31, 2010. The Company generated $3.8 million of cash flows from operations in the first three months of 2011. Accounts receivable were $5.7 million on March 31, 2011, up from $4.3 million on March 31, 2010, with days sales outstanding of 73 days compared to 38 days.
 
Guidance for 2011
 
Management reaffirms its full year 2011 forecast for revenues to be between $50 and $54 million for 2011 and net income of $17.5 to $18.2 million. This guidance represents 20%-30% and 19%-24% growth in revenues and net income, respectively.
 
Business Updates
 
ChinaNet is focused on strategically expanding its rapidly growing internet advertising and marketing services business. Currently, 28.com, which connects SME franchisors with new franchisees, generates the majority of revenues.
 
To further streamline its internal operations and roll-out of new services, the Company reorganized into four fully integrated advertising, marketing and management services platforms which cover the pre-sale through the post-sale process and include: Social Networking Services (SNS) Information, Advertising and Marketing, Brand Management & Sales Channel Expansion (BMSCE), and Management Tools. ChinaNet expects to generate higher revenues, reduce costs, and increase return on invested capital by leveraging these integrated platforms to improve its marketing reach and services deployment across a broader range of franchisors, SMEs and entrepreneurs.
 
On May 1, 2011, the Company launched www.liansuo.com, a dedicated online portal focused exclusively on serving larger, high-value branded franchise business owners through an integrated full service platform. Liansuo.com strives to become the leading destination for premium franchise owners and currently lists 300 new customers on its site. By creating the most comprehensive site for qualified entrepreneurs and high quality franchise opportunities and a dedicated sales team of 12 experienced individuals, Liansuo.com will quickly build a large base of loyal clients who pay recurring fees to ChinaNet for advertising, brand management and software tools.
 
 
 

 
 
Earlier this month, ChinaNet participated in the Annual China Franchise Expo, Asia’s largest and most influential franchise exhibition. The Company met with over 100 new franchise owners across multiple sectors and signed twelve new clients for its integrated advertising and marketing services platform – two for 28.com and ten for Liansuo.com. These events provide tangible brand building and net customer additions and are a key component of the overall marketing strategy.
 
By integrating the two traditional advertising firms, which were recently acquired in Fujian Province, with our two new portals chuangye.com and zhaoshangke.com (both to be officially launched by the third quarter of this year), ChinaNet is embarking on an innovative model which will enable SME’s to transform themselves into branded players who control their own sales channel in China. The target market includes approximately 1.8 million SME’s which generate more than $3 million in revenues and have an excellent core competency by producing high quality or niche products, or being a premier service provider. ChinaNet’s value proposition includes helping establish a client’s brand, while becoming a complete business partner who both develops and implements a complete business plan to manage marketing and sales efforts, while identifying and securing qualified entrepreneurs to run retail stores or sales locations. The Company currently has fifteen enterprises signed up for this platform and is currently implementing services for three, including companies operating in the food and clothing industry. ChinaNet will receive a success fee, in addition to ongoing revenues from various business services and software tools from other service platform as mentioned. The target is to generate approximately $3,000 in revenue from each client per month.
 
“To support our organic growth plan, the Company is actively seeking acquisition targets to enhance its technology as well as to expand its market share in the franchise industry. Our goal is become the leading integrated service provider covering the entire SME sales process in China,” concluded Mr. Cheng.
 
Conference Call
 
The conference call will take place at 10:30 am ET on Tuesday, May 17th, 2011. Interested participants should call 1-877-941-8601 when calling within the United States or 1-480-629-9810 when calling internationally (passcode 4441378).
 
A playback will be available through May 24th, 2011. To listen, please call 1-877-870-5176 within the United States or 1-858-384-5517 when calling internationally. Utilize the pass code 4441378 for the replay.
 
This call is being webcast by ViaVid Broadcasting and can be accessed by clicking on this link http://viavid.net/dce.aspx?sid=000086A6, or visiting ViaVid's website at http://www.viavid.net , where the webcast can be accessed through May 24th, 2011.
 
About ChinaNet Online Holdings, Inc.
 
 
 

 
 
The Company, a parent company of ChinaNet Online Media Group Ltd., incorporated in the BVI ("ChinaNet"), a leading B2B fully integrated internet service provider for small and medium companies (SMEs) to expand their sales networks in China. Founded in 2003 and based in Beijing, PRC, the Company’s services include its 28.com portal to connect SME franchisors with new franchisees, Internet advertising and marketing with other value-added communication channels, brand management & sales channel solutions, and cloud-based management tools (introduced in 2011). Website: http://www.chinanet-online.com.
 
Safe Harbor
 
This release contains certain "forward-looking statements" relating to the business of ChinaNet Online Holdings, Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ChinaNet's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting ChinaNet will be those anticipated by ChinaNet. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ChinaNet undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
CONTACT:
 
HC International, Inc.
 
Ted Haberfield, Executive VP
 
+1-760-755-2716
 
thaberfield@hcinternational.net
 
About Non-GAAP Financial Measures
 
To supplement our consolidated financial statements, which statements are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: adjusted net income and adjusted EPS (basic and diluted). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our "recurring core business operating results." We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.
 
 
 

 
 
   
Three months ended March 31,
 
   
2011
   
2010
 
   
GAAP
   
NON GAAP
   
GAAP
   
NON GAAP
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Income from operations
  $ 3,038     $ 3,038     $ 2,146     $ 2,146  
Other income (expenses):
                               
  Changes in fair value of warrants
    -       -       1,861       -  
  Interest income
    1       1       2       2  
Share of earnings (losses) in equity investment affiliates
    (47 )     (47 )     -       -  
  Gain on deconsolidation of subsidiary
    229       -       -       -  
  Other income
    6       6       -       -  
      189       (40 )     1,863       2  
Income before income tax expense
    3,227       2,998       4,009       2,148  
  Income tax expense
    431       431       214       214  
Net income
    2,796       2,567       3,795       1,934  
Net loss attributable to noncontrolling interest
    16       16       -       -  
Net income attributable to ChinaNet Online   Holdings, Inc.
    2,812       2,583       3,795       1,934  
                                 
Net income attributable to ChinaNet Online   Holdings, Inc.
    2,812       2,583       3,795       1,934  
                                 
 Dividend for series A convertible preferred stock
    (169 )     (169 )     (229 )     (229 )
Net income attributable to common shareholders of ChinaNet Online Holdings, Inc.
  $ 2,643     $ 2,414     $ 3,566     $ 1,705  
                                 
                                 
Earnings per common share-Basic
  $ 0.15     $ 0.14     $ 0.22     $ 0.11  
Earnings per common share-Diluted
  $ 0.14     $ 0.12     $ 0.18     $ 0.09  
                                 
Weighted average number of common shares outstanding:
                               
  Basic
    17,244,315       17,244,315       16,234,409       16,234,409  
  Diluted
    20,819,982       20,819,982       21,059,683       21,059,683  

 
 

 
 
-- FINANCIAL TABLES –
 
ChinaNet Online Holdings, Inc.
 
March 31,
   
December 31,
 
CONSOLIDATED BALANCE SHEETS
 
2011
   
2010
 
   
(US $'000)
   
(US $'000)
 
   
(Unaudited)
       
Assets
           
Current assets:
           
  Cash and cash equivalents
  $ 17,630     $ 15,590  
  Accounts receivable, net
    5,720       4,319  
  Other receivables
    4,185       7,811  
  Prepayment and deposits to suppliers
    3,393       3,325  
  Due from equity investment affiliates
    49       -  
  Due from related parties
    376       185  
  Deposit for acquisitions
    -       1,512  
  Inventories
    2       2  
  Other current assets
    48       29  
Total current assets
    31,403       32,773  
                 
Investment in and advance to equity investment affiliates
    9,293       7,162  
Property and equipment, net
    1,923       2,010  
Acquired intangible assets, net
    1,946       51  
Goodwill
    1,900       -  
    $ 46,465     $ 41,996  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
  Accounts payable
  $ 510     $ 174  
  Advances from customers
    867       2,120  
  Other payables
    69       10  
  Accrued payroll and other accruals
    390       470  
  Payable for acquisitions
    950       -  
  Due to related parties
    155       291  
  Due to Control Group
    82       81  
  Due to director
    156       559  
  Taxes payable
    2,609       2,193  
  Dividends payable
    253       255  
Total current liabilities
    6,041       6,153  
                 
                 
Deferred tax liabilities-non current
    472       -  
Long-term borrowing from director
    133       132  
      6,646       6,285  
                 
Commitments and contingencies
               
                 
                 
Stockholders’ equity:
               
    Series A convertible preferred stock (US$0.001 par value; authorized 8,000,000 shares; issued and outstanding 2,621,684 and 2,877,600 shares at March 31, 2011 and December 31, 2010, respectively; aggregate liquidation preference amount: $6,807 and $7,449, including accrued but unpaid dividends of $253 and $255, at March 31, 2011 and December 31, 2010, respectively)
    3       3  
    Common stock (US$0.001 par value; authorized 50,000,000 shares; issued and outstanding 17,358,236 shares and 17,102,320 shares at March 31, 2011 and December 31, 2010, respectively)
    17       17  
  Additional paid-in capital
    18,721       18,614  
  Statutory reserves
    1,587       1,587  
  Retained earnings
    17,273       14,630  
  Accumulated other comprehensive income
    1,123       930  
Total ChinaNet’s Online Holdings, Inc.’s stockholders’ equity
    38,724       35,781  
  Noncontrolling interest
    1,095       (70 )
Total stockholders’ equity
    39,819       35,711  
                 
    $ 46,465     $ 41,996  

 
 

 
 
ChinaNet Online Holdings, Inc. CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
 
   
Three months ended March 31,
 
 
2011
   
2010
 
   
(US $'000)
   
(US $'000)
 
   
(Unaudited)
   
(Unaudited)
 
             
Sales
           
    From unrelated parties
  $ 6,834     $ 10,034  
    From related parties
    190       194  
    $ 7,024     $ 10,228  
                 
Cost of sales
               
    From unrelated parties
    1,866       6,727  
    From related parties
    164       -  
      2,030       6,727  
                 
Gross margin
    4,994       3,501  
                 
Operating expenses
               
  Selling expenses
    713       427  
  General and administrative expenses
    890       794  
  Research and development expenses
    353       134  
      1,956       1,355  
                 
  Income from operations
    3,038       2,146  
                 
Other income (expense):
               
  Changes in fair value of warrants
    -       1,861  
  Interest income
    1       2  
  Share of earnings (losses) in equity investment affiliates
    (47 )     -  
  Gain on deconsolidation of subsidiary
    229       -  
  Other income
    6       -  
      189       1,863  
                 
Income before income tax expense and noncontrolling interest
    3,227       4,009  
  Income tax expense
    431       214  
Net income
    2,796       3,795  
Net loss attributable to noncontrolling interest
    16       -  
Net income attributable to ChinaNet Online Holdings, Inc.
    2,812       3,795  
                 
Other comprehensive income
               
  Foreign currency translation gain
    196       3  
Comprehensive income
  $ 2,992     $ 3,798  
                 
Net income attributable to ChinaNet Online Holdings, Inc.
    2,812       3,795  
Dividend of Series A convertible preferred stock
    (169 )     (229 )
Net income attributable to common shareholders of ChinaNet Online Holdings, Inc.
  $ 2,643     $ 3,566  
                 
Earnings per share
               
Earnings per common share
               
Basic
  $ 0.15     $ 0.22  
Diluted
  $ 0.14     $ 0.18  
                 
Weighted average number of common shares outstanding:
               
   Basic
    17,244,315       16,234,409  
   Diluted
    20,819,982       21,059,683  

 
 

 
 
ChinaNet Online Holdings, Inc
 
Three months ended March 31,
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
2011
   
2010
 
   
(US $'000)
   
(US $'000)
 
   
(Unaudited)
   
(Unaudited)
 
             
Cash flows from operating activities
           
Net income
  $ 2,796     $ 3,795  
Adjustments to reconcile net income to net cash provided by operating activities
               
  Depreciation and Amortization
    199       92  
  Share-based compensation expenses
    107       63  
  Changes in fair value of warrants
    -       (1,861 )
  Share of earnings (losses) in  equity investment  affiliates
    47       -  
  Gain on deconsolidation of subsidiary
    (229 )     -  
  Gain on disposal of property and equipment
    (3 )     -  
  Deferred taxes
    (15 )     -  
Changes in operating assets and liabilities
               
  Accounts receivable
    (1,302 )     (1,062 )
  Other receivables
    3,691       1,979  
  Prepayments and deposits to suppliers
    (162 )     (1,770 )
  Due from equity investment affiliates
    (49 )     -  
  Due from related parties
    (149 )     331  
  Other current assets
    (19 )     (430 )
  Accounts payable
    336       212  
  Advances from customers
    (1,263 )     (486 )
  Accrued payroll and other accruals
    (60 )     75  
  Due to Control Group
    -       (4 )
  Due to director
    (403 )     63  
  Due to related parties
    (137 )     (24 )
  Other payables
    39       (16 )
  Taxes payable
    397       (701 )
Net cash provided by operating activities
    3,821       256  
                 
Cash flows from investing activities
               
  Purchases of vehicles and office equipment
    (57 )     (31 )
  Purchases of intangible assets
    (11 )     -  
  Cash from acquisition of subsidiaries
    24       -  
  Cash effect on deconsolidation of a subsidiary
    (181 )     -  
  Advance to equity investment affiliates
    (1,518 )     -  
Net cash used in investing activities
    (1,743 )     (31 )
                 
Cash flows from financing activities
               
  Cash investment contributed by noncontrolling interest
    74       -  
  Dividend paid to Series A convertible preferred stockholders
    (171 )     (285 )
  Increase of short-term loan to third parties
    -       (1,463 )
Net cash provided by financing activities
    (97 )     (1,748 )
                 
Effect of exchange rate fluctuation on cash and cash equivalents
               
      59       1  
                 
Net increase in cash and cash equivalents
    2,040       (1,522 )
                 
  Cash and cash equivalents at beginning of year
    15,590       13,917  
  Cash and cash equivalents at end of period
  $ 17,630     $ 12,395