f8k_112013.htm
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):  November 19, 2013
 
CHINANET ONLINE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
  
Nevada
 
001-34647
 
20-4672080
(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)

+86-10-51600828
(Registrant’s telephone number, including area code)
N/A
 (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 November 19, 2013, ChinaNet Online Holdings, Inc., a Nevada corporation (the “Company”), issued a press release announcing its financial results for its third fiscal quarter and first nine months of 2013 and providing guidance for full fiscal 2013.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

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 8.01. Other Events.

Attached as Exhibit 99.2 is a slideshow presentation containing information about the Company’s business and certain other financial information that will be made available to investors participating in the Company’s conference call to be held on November 20, 2013.

Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits:
 
No.
 
Description
99.1
 
Press Release dated November 19, 2013.
99.2  
Corporate Presentation.
 
 
 
 

 
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.
 
Dated:  November 20, 2013
 
CHINANET ONLINE HOLDINGS, INC.
     
     
 
By:
/s/ Handong Cheng
   
Name: Handong Cheng
   
Title: Chief Executive Officer
 
 
 
 
 
 
 
 

 
Exhibit Index

No.
 
Description
99.1
 
Press Release dated November 19, 2013.
99.2  
Corporate Presentation.
 


ChinaNet Online Holdings Reports Third Quarter 2013 Financial Results

EXHIBIT 99.1

ChinaNet Online Holdings Reports Third Quarter 2013 Financial Results

Projects $30 Million Revenue and $1.2 Million Net Income for Full Year 2013

Management to Host Earnings Conference Call on Wednesday, November 20th at 8:30 a.m. ET

BEIJING, Nov. 19, 2013 (GLOBE NEWSWIRE) -- ChinaNet Online Holdings, Inc. (Nasdaq:CNET) ("ChinaNet" or the "Company"), a leading B2B (business to business) Internet technology company providing online-to-offline ("O2O") sales channel expansion services for small and medium-sized enterprises (SMEs) and entrepreneurial management and networking services for entrepreneurs in the People's Republic of China, today announced financial results for the third quarter of 2013.

Summary Financials
 
Third Quarter 2013 Results (USD) (Unaudited)
  Q3 2013 Q3 2012 CHANGE
Sales $7.5 million $10.3 million -27%
Gross Profit $4.1 million $4.1 million --
Gross Margin 55.0% 40.1% +37%
Net Income Attributable to Common Stockholders $1.2 million $1.2 million -5%
EPS (Diluted) $0.05 $0.05 --

Third quarter 2013 Financial Results

Revenues for the three months ended September 30, 2013 were $7.5 million compared to $10.3 million for the three months ended September 30, 2012, representing a 27% decrease. Low margin TV advertising fell by $2.7 million, or 83%, accounting for the majority of the year-over-year revenue decline. Internet advertising revenues increased by 7% to $6.1 million.

Mr. George Chu, Chief Operating Officer of the Company stated, "We generated solid growth in our operating cash flows so far this year. While our customers remain cautious with their spending, we were able to increase our internet advertising revenues 7% in the third quarter. We continue to invest in new services and technologies that will further improve our competitive position."

Third quarter 2013 Revenue Breakdown by Business Unit (USD in thousands)
  Q3 2013 % Q3 2012 % % Change
Internet Advertisement $6,071 80% $5,650 55% +7%
TV Advertisement $560 8% $3,238 32% -83%
Bank Kiosk $71 1% $72 1% --
Brand Mgmt. & Sales Channel Building $779 10% $1,327 13% -41%

Revenue from internet advertisements for the three months ended September 30, 2013 increased by 7% to $6.1 million compared to the same period a year ago. TV advertising revenues fell to $0.6 million in the third quarter of 2013 from $3.3 million in the same period in 2012 as the Company had significantly higher TV advertising activity in the third quarter of 2012 related to the launch of its entrepreneurial reality show and the promotion of its entrepreneurial website, 28.com and Chuangye.com. Brand management and sales channel building revenues fell by approximately $0.5 million as a result of lower spending by customers in reaction to the slowing Chinese economy.

Gross profit for the three months ended September 30, 2013 was $4.1 million, essentially unchanged from the third quarter of 2012. Gross margin was 55%, up significantly from 40.1% in the third quarter of 2012. Gross margins improved due to increased contribution from higher margin internet advertising revenues and an improvement in TV advertising margins.

Operating expenses for the three months ended September 30, 2013 were approximately $2.7 million, up 21% compared to $2.3 million in the same period in 2012. The Company increased research and development expenses by 62% to support new product investments. Selling expenses fell by 4% to $0.6 million in the third quarter of 2013.

The Company recorded $1.4 million of operating income in the three months ended September 30, 2013 compared to $1.9 million in the same period one year ago.

Net income attributable to common stockholders for the three months ended September 30, 2013 was $1.2 million and earnings per share was $0.05 for the third quarter of 2013 and 2012.

 
First Nine months 2013 Results (USD) (Unaudited)
  YTD 2013 YTD 2012 CHANGE
Sales $23.4 million $38.3 million -39%
Gross Profit $10.3 million $10.3 million --
Gross Margin 44.0% 26.8% +64%
Net Income/(Loss) Attributable to Common Stockholders $1.6 million $1.7 million -7%
EPS (Diluted) $0.07 $0.08 -13%

Revenue for the nine months ended September 30, 2013 was $23.4 million compared to $38.3 million in the corresponding period a year ago. Internet advertising, TV advertising, and brand management and sales channel building revenues were $15.3 million, $5.7 million, and $2.2 million in the first nine months of 2013, respectively.

Gross profit and gross margin for the first nine months of 2013 were $10.3 million and 44% compared to $10.3 million and 26.8%, respectively, in the same period a year ago.

Operating expenses increased by 10% to $8.2 million in the first nine months of 2013. ChinaNet generated $2.1 million in operating income, down 25% from $2.8 million in the first nine months of 2012.

Net income attributable to ChinaNet common stockholders and net income per share were $1.6 million and $0.07 in the first nine months of 2013. The weighted average diluted shares outstanding was essentially flat year-over-year at 22.3 million shares.

Balance Sheet and Cash Flow

The Company had $4.9 million in cash and cash equivalents as of September 30, 2013, compared to $5.5 million as of December 31, 2012, working capital of $24.6 million, compared to $25.2 million as of December 31, 2012, and a current ratio of 3.0 to 1, compared 3.5 to 1 as of December 31, 2012. Total shareholders' equity of ChinaNet was $46.8 million at September 30, 2013 compared to $44.2 million at December 31, 2012.

The Company generated approximately $2.8 million of cash flows from operations in the first nine months of 2013 compared to a $2.5 million of cash inflows for the first nine months of 2012.

Guidance for 2013

The Company provides the following guidance for fiscal year 2013.

Revenues: $30 million
Net Income: $1.2 million

Business Updates

ChinaNet hosted its 10-year Anniversary and Customer Sharing Conference ("the Conference") in Zhengjie Palace Hot Spring Hotel in Beijing, China from August 17th to 18th, 2013. The Company secured over $1 million of new contract signings during the 2-day conference. At the Conference, the Company celebrated its achievements over the past decade and introduced the latest services, including "366 value added service platform", to its customers. Over 250 guests and employees participated in the Conference. Executives from ChinaNet's close business partners, such as Baidu, Qihu (360), China Business Journal, Source for Enterprise Group, Skylife Group, and Guangfa Technology Co., Ltd also attended the event.

ChinaNet launched a fall promotional campaign in October 2013 to help entrepreneurs and franchisees securing funding and services for their businesses. The three month campaign attracted hundreds of clients and funders.

The Company continued to establish closer ties with local communities and businesses through various initiatives. In October 2013, ChinaNet began a marketing awareness campaign to help promote Joy Paradise, one of the largest retail shopping centers under construction in Hebei Province. The new state-of-the-art complex will house close to 300 retail and entertainment shops and restaurants – all prospective clients of ChinaNet - when it opens in August 2014. Separately, Company executives met with local government officials from Quanzhou to discuss various cultural and creative projects that could help promote local businesses in Fujian Province.

In early November 2013, ChinaNet's subsidiary Liansuo.com signed an agreement with Beijing Origus Food Co. Ltd. ("Origus") to help them expand their franchise in China and internationally. Origus, a pioneer of the pizza buffet concept in China, has hundreds of locations in more than 20 provinces. Liansuo.com will help Origus promote their brand and attract potential franchise partners.

ChinaNet participated in the inaugural China Franchise Exhibition to be held at the Chengdu Century International Convention Center, located in Chengdu, China from November 14th to 16th, 2013. ChinaNet representatives will network with franchise owners and local government representatives to discuss Liansuo.com and other ChinaNet products and services.

Conference Call

Date: Wednesday, November 20, 2013
Time: 8:30 a.m. Eastern Time
Conference Line (U.S.): 1-877-941-4774
International Dial-In: 1-480-629-9760
Conference ID: 4651460
Webcast: http://public.viavid.com/index.php?id=106961

A power point presentation will be available for downloading on the date of the conference call on ChinaNet's corporate website www.chinanet-online.com under Investor Relations-News/Events-Events and Presentations.

Please dial in at least 10 minutes before the call to ensure timely participation.

A playback of the call will be available until 11:59 pm Eastern Time on November 27, 2013. To listen, call 1-877-870-5176 within the United States or 1-858-384-5517 when calling internationally. Please use the replay pin number 4651460.

About ChinaNet Online Holdings, Inc.

ChinaNet Online Holdings, Inc., a parent company of ChinaNet Online Media Group Ltd., incorporated in the BVI, is a leading business to business Internet technology company focusing on providing online-to-offline sales channel expansion services for small and medium-sized enterprises and entrepreneurial management and networking services for entrepreneurs 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 and sales channel solutions, and cloud-computing based management tools, expected to be officially commercialized in 2013. 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.

CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)
     
  September 30,  December 31,
  2013 2012
  (US $) (US $)
  (Unaudited)  
Assets    
Current assets:    
Cash and cash equivalents  $4,933 $5,483
Term deposit 3,446 3,357
Accounts receivable, net 10,772 8,486
Other receivables, net 2,285 3,103
Prepayment and deposit to suppliers 15,115 14,596
Due from related parties  443 210
Other current assets 47 136
Deferred tax assets-current 35 50
Total current assets 37,076 35,421
Investment in and advance to equity investment affiliates 845 959
Property and equipment, net 1,280 1,636
Intangible assets, net 6,559 7,167
Deposit for purchasing of software technology 2,438 --
Goodwill 11,380 11,083
Deferred tax assets-non current 1,220 652
Total Assets $60,798 $56,918
Liabilities and Equity    
Current liabilities:    
Short-term bank loan $813 $ --
Accounts payable 402 110
Advances from customers 1,485 1,065
Accrued payroll and other accruals 833 904
Payable for acquisition 488 1,266
Taxes payable 8,190 6,683
Other payables 263 217
Total current liabilities 12,474 10,245
Long-term liabilities:    
Deferred tax liability-non current 1,566 1,689
Long-term borrowing from director 142 139
Total Liabilities 14,182 12,073
     
Commitments and contingencies     
     
Equity:    
ChinaNet Online Holdings, Inc.'s stockholders' equity    
Common stock (US$0.001 par value; authorized 50,000,000 shares; issued and outstanding 22,376,540 shares and 22,186,540 shares at September 30, 2013 and December 31, 2012, respectively)    
     
  22 22
Additional paid-in capital 19,860 20,008
Statutory reserves 2,296 2,296
Retained earnings  21,128 19,505
Accumulated other comprehensive income 3,462 2,393
Total ChinaNet Online Holdings, Inc.'s stockholders' equity 46,768 44,224
Noncontrolling interests (152) 621
Total equity 46,616 44,845
     
Total Liabilities and Equity $60,798 $56,918
 
CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except for number of shares and per share data)
         
  Nine Months Ended September 30, Three Months Ended September 30,
  2013 2012 2013 2012
  (US $) (US $) (US $) (US $)
  (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Sales        
 From unrelated parties $23,108 $38,232 $7,341 $10,236
 From related parties 314 117 140 51
  23,422 38,349 7,481 10,287
Cost of sales 13,123 28,065 3,366 6,163
Gross margin 10,299 10,284 4,115 4,124
Operating expenses        
Selling expenses 2,007 2,042 617 640
General and administrative expenses 4,690 4,320 1,544 1,260
Research and development expenses 1,490 1,112 578 356
  8,187 7,474 2,739 2,256
Income from operations 2,112 2,810 1,376 1,868
         
Other income (expenses)        
Interest income 94 123 30 2
Interest expense (10) -- (10) --
Other expenses (12) (148) (10) (148)
  72 (25) 10 (146)
         
Income before income tax expense, equity method investments and noncontrolling interests  2,184 2,785 1,386  1,722
Income tax expense (469) (196) (201) (182)
Income before equity method investments and noncontrolling interests   1,715  2,589  1,185  1,540
Share of losses in equity investment affiliates (170) (394) (45) (97)
Net income 1,545 2,195 1,140 1,443
Net loss / (income) attributable to noncontrolling interests 78 (446) 19 (223)
Net income attributable to ChinaNet Online Holdings, Inc.  $1,623  $1,749  $1,159  $1,220
         
Net income 1,545 2,195 1,140 1,443
Foreign currency translation gain 1,076 159 248 (139)
Comprehensive Income $2,621 $2,354 $1,388 $1,304
Comprehensive loss/ (income) attributable to noncontrolling interests 71 (450) 24 (184)
Comprehensive income attributable to ChinaNet Online Holdings, Inc. $2,692 $1,904 $1,412 $1,120
         
Earnings per share        
Earnings per common share        
Basic  $0.07 $0.08 $0.05 $0.05
Diluted $0.07 $0.08 $0.05 $0.05
Weighted average number of common shares outstanding:        
Basic 22,253,463 22,185,226 22,371,649 22,186,540
Diluted  22,253,463 22,185,226 22,371,649 22,186,540
 
CHINANET ONLINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
     
  Nine Months Ended September 30,
  2013 2012
  (US $) (US $)
  (Unaudited) (Unaudited)
Cash flows from operating activities    
Net income $1,545 $2,195
Adjustments to reconcile net income to net cash provided by operating activities    
Depreciation and amortization 1,252 1,223
Share-based compensation expenses  114 38
Allowances for doubtful debts 1,024 561
Share of losses in equity investment affiliates 170 394
Loss on disposal of property and equipment -- 2
Deferred taxes (696) (749)
Changes in operating assets and liabilities    
Accounts receivable (2,269) (5,712)
Other receivables 101 198
Prepayment and deposit to suppliers (127) 3,401
Due from related parties (225) 4
Other current assets 89 34
Accounts payable 284 (172)
Advances from customers 388 111
Accrued payroll and other accruals (84) (134)
Due to related parties -- (162)
Other payables (67) 25
Taxes payable 1,313 1,210
Net cash provided by operating activities 2,812 2,467
     
Cash flows from investing activities    
Purchases of vehicles and office equipment (65) (185)
Deposit for purchasing of software technology (2,411) --
Long-term investment in and advance to equity investment affiliates (32) --
Project development deposit to a third party -- (2,450)
Cash effect on deconsolidation of VIEs -- (15)
Payment for acquisition of VIEs (1,768) (1,817)
Net cash used in investing activities (4,276) (4,467)
     
Cash flows from financing activities    
Proceeds from short-term bank loan 804 --
Dividend paid to convertible preferred stockholders -- (5)
Short-term loan borrowed from an equity investment affiliate -- 316
Short-term loan repaid to an equity investment affiliate -- (537)
Net cash provided by (used in) financing activities 804 (226)
     
Effect of exchange rate fluctuation on cash and cash equivalents 110 44
     
Net decrease in cash and cash equivalents (550) (2,182)
     
Cash and cash equivalents at beginning of the period 5,483 10,695
Cash and cash equivalents at end of the period $4,933 $8,513
     
Supplemental disclosure of cash flow information    
     
Income taxes paid $39 $74
     
Non-cash transactions:    
Restricted stock and options granted for future service $11 $53
CONTACT: MZ North America
         Ted Haberfield, President
         Direct: +1-760-755-2716
         Email: thaberfield@mzgroup.us
         Web: www.mzgroup.us
exh_992.htm
EXHIBIT 99.2