Attached files
file | filename |
---|---|
EX-31.2 - TM Entertainment & Media, Inc. | v166506_ex31-2.htm |
EX-32.1 - TM Entertainment & Media, Inc. | v166506_ex32-1.htm |
EX-31.1 - TM Entertainment & Media, Inc. | v166506_ex31-1.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 16,
2009
CHINA
MEDIAEXPRESS HOLDING, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33746
|
20-8951489
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Room
2805, Central Plaza, Wanchai Hong Kong
|
N/A
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: +852 2827
6100
_______________________________
(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))
|
EXPLANATORY
NOTE
This
Current Report on Form 8-K (this “Form 8-K”) is being filed to report the
unaudited interim results of Hong Kong Mandefu Holding Limited, the “accounting
acquirer” of the Registrant China MediaExpress Holdings, Inc. (f/k/a TM
Entertainment and Media, Inc.)(the “CME” or “Company”). This Form 8-K
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.
These statements relate to future events or the future financial performance of
the Company. The Company has attempted to identify forward-looking statements by
terminology, including, but not limited to, “anticipates”, “believes”,
“expects”, “can”, “continue”, “could”, “estimates”, “intends”, “may”, “plans”,
“potential”, “predicts”, “should” or “will” or the negative of these terms or
other comparable terminology.
The
forward-looking statements included in this Form 8-K are subject to risks,
uncertainties and assumptions about the Company’s businesses and business
environments. These statements reflect the Company’s current views with respect
to future events and are not a guarantee of future results, operations, levels
of activity, performance or achievements. Actual results of the Company’s
results, operations, levels of activity, performance or achievements may differ
materially from information contained in the forward-looking statements as a
result of risk factors. The Company’s expectations are as of the date
this Form 8-K is filed, and the Company does not intend to update any of the
forward-looking statements after the date this Report on Form 8-K is filed to
confirm these statements to actual results, unless required by law.
PART
I – FINANCIAL INFORMATION
|
3
|
ITEM 1
– FINANCIAL STATEMENTS
|
3
|
ITEM 2
– MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
|
4
|
ITEM 3
– QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
15
|
ITEM 4
– CONTROLS AND PROCEDURES
|
16
|
PART
II – OTHER INFORMATION
|
17
|
ITEM 1
– LEGAL PROCEEDINGS
|
17
|
ITEM 1A
– RISK FACTORS
|
17
|
ITEM 2
– UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
17
|
ITEM 3
– DEFAULTS UPON SENIOR SECURITIES
|
17
|
ITEM 4
– SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
17
|
ITEM 5
– OTHER INFORMATION
|
17
|
ITEM 6
– EXHIBITS
|
17
|
2
Part
I – FINANCIAL INFORMATION
ITEM
1 – FINANCIAL STATEMENTS
Index
to Consolidated Financial Statements
Review
Report of Independent Registered Public Accounting Firm
|
F-1 | ||
Consolidated
Balance Sheets
|
F-2 | ||
Consolidated
Statements of Operations and Other Comprehensive Income
|
F-4 | ||
Consolidated
Statements of Cash Flows
|
F-5 | ||
Consolidated
Statement of Changes in Shareholders’ Equity
|
F-7 | ||
Notes
to the Consolidated Financial Statements
|
F-8 |
3
F-1
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
BALANCE SHEETS
(Amounts
in thousands of US dollars)
December
31,
2008
|
September
30,
2009
|
|||||||
(Audited)
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 29,997 | $ | 40,855 | ||||
Accounts
receivable, net
|
6,065 | 11,293 | ||||||
Prepayment
and other current assets
|
59 | 26 | ||||||
Total
current assets
|
36,121 | 52,174 | ||||||
Non-current
assets:
|
||||||||
Property,
plant and equipment, net
|
11,417 | 10,864 | ||||||
Deferred
tax assets
|
1,578 | 1,910 | ||||||
Total
non-current assets
|
12,995 | 12,774 | ||||||
Total
assets
|
$ | 49,116 | $ | 64,948 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-2
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
BALANCE SHEETS (CONTINUED)
(Amounts
in thousands of US dollars, except for number of shares and per share
data)
December
31,
2008
|
September
30,
2009
|
|||||||
(Audited)
|
(unaudited)
|
|||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 1,565 | $ | 2,030 | ||||
Accrued
expenses and other current liabilities
|
1,301 | 3,045 | ||||||
Income
tax payable
|
3,072 | 4,567 | ||||||
Amount
due to a related party
|
798 | 1,508 | ||||||
Accrued
liabilities for the purchase of property, plant and
equipment
|
1,072 | 1,455 | ||||||
Total
current liabilities
|
7,808 | 12,605 | ||||||
Non-current
liabilities:
|
||||||||
Accrued
severance payments
|
307 | 393 | ||||||
Deferred
concession fees
|
6,005 | 7,145 | ||||||
Total
non-current liabilities
|
6,312 | 7,538 | ||||||
Total
liabilities
|
14,120 | 20,143 | ||||||
Commitments
and contingencies
|
||||||||
Shareholders’
equity:
|
||||||||
Ordinary
shares $0.13 par value, 10,000 shares authorized and 10,000 shares issued
and outstanding
|
1 | 1 | ||||||
Statutory
reserves
|
4,314 | 4,314 | ||||||
Accumulated
other comprehensive income
|
1,384 | 1,348 | ||||||
Retained
earnings
|
29,297 | 39,142 | ||||||
Total
shareholders’ equity
|
34,996 | 44,805 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 49,116 | $ | 64,948 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-3
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Amounts
in thousands of US dollars, except for number of shares and per share
data)
For the three months ended
September 30,
|
For the nine months ended
September 30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
Sales,
net of business tax and related surcharges:
|
$ | 15,783 | $ | 26,122 | $ | 46,233 | $ | 63,983 | ||||||||
Cost
of sales:
|
(6,459 | ) | (8,630 | ) | (18,359 | ) | (22,992 | ) | ||||||||
Gross
profit
|
9,324 | 17,492 | 27,874 | 40,991 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling
expenses
|
(313 | ) | (1,371 | ) | (823 | ) | (1,897 | ) | ||||||||
General
and administrative expenses
|
(524 | ) | (588 | ) | (1,452 | ) | (1,941 | ) | ||||||||
Total
operating expenses
|
(837 | ) | (1,959 | ) | (2,275 | ) | (3,838 | ) | ||||||||
|
||||||||||||||||
Operating
income
|
8,487 | 15,533 | 25,599 | 37,153 | ||||||||||||
Interest
income
|
38 | 27 | 77 | 70 | ||||||||||||
Income
before income taxes
|
8,525 | 15,560 | 25,676 | 37,223 | ||||||||||||
Income
tax expenses
|
(2,162 | ) | (3,896 | ) | (6,478 | ) | (9,823 | ) | ||||||||
Net
income
|
$ | 6,363 | $ | 11,664 | $ | 19,198 | $ | 27,400 | ||||||||
|
||||||||||||||||
Foreign
currency translation adjustment
|
$ | 539 | $ | 11 | $ | 977 | $ | (36 | ) | |||||||
|
||||||||||||||||
Comprehensive
income
|
$ | 6,902 | $ | 11,675 | $ | 20,175 | $ | 27,364 | ||||||||
|
||||||||||||||||
Earnings
per share
|
||||||||||||||||
Basic
and diluted
|
$ | 636.3 | $ | 1,166.4 | $ | 1,919.8 | $ | 2,740.0 | ||||||||
|
||||||||||||||||
Weighted
average number of ordinary shares outstanding:
|
||||||||||||||||
Basic
and diluted
|
10,000 | 10,000 | 10,000 | 10,000 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-4
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Amounts
in thousands of US dollars)
For
the nine months ended September 30,
|
||||||||
2008
|
2009
|
|||||||
(unaudited)
|
(unaudited)
|
|||||||
CASH
FLOWS FROM (TO) OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ | 19,198 | $ | 27,400 | ||||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
of property, plant and equipment
|
2,324 | 2,351 | ||||||
Deferred
tax benefits
|
(646 | ) | (332 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
in accounts receivable
|
(3,197 | ) | (5,228 | ) | ||||
Decrease
/(increase) in prepayments and other current assets
|
(45 | ) | 33 | |||||
Increase
in accounts payable
|
797 | 465 | ||||||
Increase
in accrued expenses and other liabilities
|
436 | 1,744 | ||||||
Increase
in deferred concession fees
|
2,266 | 1,140 | ||||||
(Decrease)/increase
in accrued severance payment
|
318 | 86 | ||||||
Increase
in income tax payable
|
1,035 | 1,495 | ||||||
(Decrease)/increase
in amounts due to related parties
|
(2,396 | ) | 710 | |||||
Net
cash provided by operating activities
|
20,090 | 29,864 | ||||||
CASH
FLOWS (TO) INVESTING ACTIVITIES
|
||||||||
Acquisition
of property, plant and equipment, net of related payables
|
(4,591 | ) | (1,415 | ) | ||||
Net
cash used in investing activities
|
(4,591 | ) | (1,415 | ) |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-5
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED)
(Amounts
in thousands of US dollars)
For
the nine months ended
September
30,
|
||||||||
2008
|
2009
|
|||||||
(unaudited)
|
(unaudited)
|
|||||||
CASH
FLOWS (TO) FINANCING ACTIVITIES
|
||||||||
Dividends
paid
|
- | (17,555 | ) | |||||
Net
cash (used in) financing activities
|
- | (17,555 | ) | |||||
Net
increase in cash and cash equivalents
|
15,499 | 10,894 | ||||||
Effect
of foreign currency translation adjustment on cash
|
977 | (36 | ) | |||||
Cash
and cash equivalents at the beginning of the period
|
6,364 | 29,997 | ||||||
Cash
and cash equivalents at the end of the period
|
$ | 22,840 | $ | 40,855 | ||||
Supplemental
schedule of cash flows information:
|
||||||||
-
Income tax paid
|
$ | 5,251 | $ | 8,328 | ||||
-
Interest paid
|
$ | - | $ | - | ||||
Supplemental
schedule of non-cash activities:
|
||||||||
-
Acquisition of property, plant and equipment included in accrued
liabilities
|
$ | 2,215 | $ | 1,455 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-6
HONG
KONG MANDEFU HOLDING LIMITED
CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009 (Unaudited)
(Amounts
in thousands of US dollars, except for number of ordinary shares)
Number
of
ordinary
shares
|
Ordinary
shares
|
Statutory
reserves
|
Accumulated
other
comprehensive
income
|
Retained
earnings
|
Total
shareholders’
equity
|
|||||||||||||||||||
Balance
as of December 31, 2008 (audited)
|
10,000 | $ | 1 | $ | 4,314 | $ | 1,384 | $ | 29,297 | $ | 34,996 | |||||||||||||
Foreign
currency translation
|
- | - | - | (36 | ) | - | (36 | ) | ||||||||||||||||
Net
income for the period
|
- | - | - | - | 27,400 | 27,400 | ||||||||||||||||||
Dividend
paid to shareholders
|
- | - | - | - | (17,555 | ) | (17,555 | ) | ||||||||||||||||
Balance
as of September 30, 2009 (unaudited)
|
10,000 | $ | 1 | $ | 4,314 | $ | 1,348 | $ | 39,142 | $ | 44,805 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-7
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
1.
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
The
accompanying consolidated financial statements include the financial statements
of Hong Kong Mandefu Holding Limited (the “Company”) and its subsidiaries,
including Fujian Across Express Information Technology Co., Ltd. (“Across
Express”) and Fujian Fengzhong Media Co., Ltd. (“Fengzhong Media”). The Company
and its subsidiaries are collectively referred to as the “Group”.
The
Company was incorporated in Hong Kong on April 25, 2001 and does not conduct any
business operation since its incorporation, other than being the holding company
of the Group. The Group is principally engaged in operating mobile television
advertising networks on passenger buses traveling on highways in the People’s
Republic of China (the “PRC”). The Group develops and operates its business
through its subsidiaries. Details of the Company’s subsidiaries are as
follows:
Company
|
Date
of
Establishment
|
Place
of
establishment
|
Percentage
of
ownership
by
the
Company
|
Principal
activities
|
|||||
Across
Express
|
Jun
23, 2003
|
PRC
|
100 | % |
Provision
of technical support
|
||||
Fengzhong
Media
|
May
31, 2002
|
PRC
|
0 | % |
Operating
mobile television
advertising network
|
Fengzhong
Media operated all the business of the Group prior to December 1, 2003.
Fengzhong Media was 100% owned by Mr. Zheng Cheng, the controlling shareholder,
and his mother (the “Cheng Family”) since its establishment.
In order
to comply with PRC laws and regulations which prohibit foreign control of
companies in certain industries and in contemplation of an initial public
offering or reverse merger in the United States, effective control over
Fengzhong Media was transferred to the Company through a series of contractual
arrangements without transferring legal ownership in Fengzhong Media (the
“Reorganization”). As a result of these contractual arrangements, the Company
maintained the ability to approve decisions made by Fengzhong Media and was
entitled to substantially all of the economic benefits of Fengzhong Media.
Therefore, the Company consolidates Fengzhong Media in accordance with
Accounting Research Bulletin No. 51 “Consolidated Financial Statements” and its
related interpretations (including but not limited to Statement of Financial
Accounting Standards (“SFAS”) No. 94, “Consolidation of All Majority-Owned
Subsidiaries” (codified in FASB ASC Topic 810), and FASB Interpretation No. 46R
“Consolidation of Variable Interest Entities (codified in FASB ASC Topic 810),
an Interpretation of ARB No. 51” (“FIN 46R”) (codified in FASB ASC Topic 810))
and Regulations S-X 3A-02. Immediately before and after the Reorganization, the
Cheng Family controlled Fengzhong Media; therefore, the Reorganization is
accounted for as a transaction between entities under common control in a manner
similar to pooling of interests. Accordingly, the accompanying
consolidated financial statements have been prepared as if the current corporate
structure had been in existence throughout the periods
presented.
F-8
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
1.
|
ORGANIZATION
AND BASIS OF PRESENTATION
(continued)
|
On May 1,
2009, the Company and China MediaExpress
Holdings, Inc. f/k/a “TM Entertainment & Media, Inc” (“TMI”), a company
listed on the American Stock Exchange, entered into a definitive share exchange
agreement (the “Share Exchange Agreement”) whereby TMI will acquire 100% of the
outstanding equity of the Company, subject to approval of the shareholders of
TMI.
On
September 30, 2009, the Company, certain shareholders of the Company and
TMI entered into an amendment (the “Amendment”) to that certain Share Exchange
Agreement dated as of May 1, 2009,. Pursuant to the terms of the
Amendment, TMI agreed to issue to the shareholders of the Company an additional
1.415 million of its shares of common stock (for a total of
20.915 million shares) and $10 million in three year, no interest
promissory notes, payable upon the earlier of a financing following the proposed
business combination or at such time as the board of directors determines, in
lieu of a $20.0 million cash payment. In connection with the Amendment, the
initial stockholders of TMI also agreed to transfer up to 750,000 of their
shares of common stock to the shareholders of the Company for a purchase price
of $0.01 per share and to sign lock-ups for up to 2 years with respect to
2,100,000 warrants owned by them.
In
addition, the requirement that TMI deliver at least $10 million in working
capital was eliminated, and a provision limiting the amount of TMI’s fees and
expenses and a closing condition requiring TMI to have sufficient cash at
closing to pay such fees were added. In connection with the Amendment, TMI’s
underwriter agreed to waive approximately $3.3 million in deferred
underwriting fees from the TMI’s IPO.
On
October 15, 2009, the business combination between the Company and TMI was
approved at the special meeting of its stockholders. The business combination
was completed on October 16, 2009. As a result of the completion of the
business combination, and after giving effect to all conversions, there are
23,917,413 shares of common stock outstanding, including the 20.915 million
shares issued to the shareholder of the Company in the business
combination.
F-9
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis
of presentation and use of estimates
The
accompanying consolidated financial statements have been prepared by the Company
in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) for interim financial information and with Regulation
S-X as promulgated by the Securities and Exchange Commission
("SEC"). Accordingly, these financial statements do not include all
of the disclosures required by generally accepted accounting principles in the
United States of America for complete financial statements. These
unaudited interim financial statements should be read in conjunction with the
audited financial statements and the notes thereto for the years ended December
31, 2008, 2007 and 2006. In the opinion of management, the unaudited
interim financial statements furnished here include all adjustments, all of
which are of a normal recurring nature, necessary for a fair statement of the
results for the interim periods presented. In the opinion of
management, the interim financial statements include all adjustments that are
necessary in order to make the financial statements not
misleading. The results of the nine months ended September 30, 2009
are not necessarily indicative of the results to be expected for the full year
ending December 31, 2009.
The
preparation of consolidated financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosures of contingent assets
and liabilities at the balance sheet dates and the reported amounts of revenues
and expenses during the reporting periods. Significant estimates and assumptions
reflected in the Company’s financial statements include, but are not limited to
the useful lives of property, plant and equipment, accrual of concession fees
and realization of deferred tax assets. Actual results could materially differ
from those estimates.
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the
Company and its subsidiaries. All transactions and balances between the Company
and its subsidiaries have been eliminated upon consolidation.
PRC laws
and regulations restrict foreign ownership of companies that provide advertising
services, including out-of-home television advertising services. To comply with
these foreign ownership restrictions, the Company operates its television
advertising services in the PRC through Fengzhong Media, which is an entity
legally owned by the Cheng Family, and holds the license and approvals to
provide television advertising services in the PRC. A series of agreements were
entered into amongst Across Express, Fengzhong Media and Fengzhong Media’s
direct equity holders, providing Across Express the ability to control Fengzhong
Media, including its financial interest as described below.
Pursuant
to the contractual arrangements, Across Express provides certain technical and
consulting services to Fengzhong Media in exchange for fees. As Across Express
has a contractual controlling interest in Fengzhong Media, the Company, through
its wholly-owned equity interest in Across Express, has unilateral discretion in
setting the fees charged to Fengzhong Media.
F-10
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Principles
of Consolidation (continued)
In
addition to the exclusive technical support and consulting services agreement,
in which Across Express provides exclusive technical and consulting services to
Fengzhong Media, Across Express has entered into an agreement with Fengzhong
Media and its equity holders with respect to certain shareholder rights that
provide Across Express with the ability to control Fengzhong Media. Pursuant to
this contractual arrangement, the equity holders of Fengzhong Media would not
exercise their equity holders’ right without obtaining the consent from Across
Express and all the beneficial interests and rights of the equity holders of
Fengzhong Media belong to Across Express.
With the
above agreements, the Company demonstrates its ability to control Fengzhong
Media, through the Company’s right to all residual benefits of Fengzhong Media
and the Company’s obligation to fund losses of Fengzhong Media. Thus Fengzhong
Media’s results are consolidated in the consolidated financial
statements. Business taxes relating to service fees charged by Across
Express are recorded as cost of services in the consolidated statements of
operations.
Foreign
currency
The
Group’s functional currency is the Chinese Renminbi (RMB). The Group
maintains its financial statements in the functional currency. Monetary assets
and liabilities denominated in currencies other than the functional currency are
translated into the functional currency at rates of exchange prevailing at the
balance sheet dates. Transactions denominated in currencies other than the
functional currency are translated into the functional currency at the exchange
rates prevailing at the dates of the transaction. Exchange gains or losses
arising from foreign currency transactions are included in the determination of
net income for the respective period.
For
financial reporting purposes, the financial statements of the Group, which are
prepared using the functional currency, are then translated into United States
dollars. Assets and liabilities are translated at the exchange rates at the
balance sheet dates and revenue and expenses are translated at the average
exchange rates and shareholders’ equity is translated at historical exchange
rates. Any translation adjustments resulting are not included in determining net
income but are included in foreign currency translation adjustment in other
comprehensive income, a component of shareholders’ equity.
For the nine
months ended
September 30,
2008
|
For the nine
months ended
September 30,
2009
|
|||||||
Period
end RMB:US$ exchange rate
|
6.82:1
|
6.83:1
|
||||||
Average
RMB:US$ exchange rate
|
6.98:1
|
6.83:1
|
Cash
and cash equivalents
Cash and
cash equivalents consist of cash on hand and bank deposits, which are
unrestricted as to withdrawal and use.
F-11
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Allowance
for doubtful accounts
An
allowance for doubtful accounts is recorded in the period when the loss is
determined to be probable based on an assessment of collectability, historical
bad debts, account balance characteristics such as aging and prevailing economic
condition. The Group has not experienced such loss to date and as
such the allowance is $0 for the three and nine month periods ended September
30, 2008 and 2009.
Property,
Plant and Equipment, net
Property,
plant and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets, as
follows:
Category
|
Estimated
useful life
|
|
Buildings
|
20
years
|
|
Electronic
and office equipment
|
5
years
|
|
Motor
vehicles
|
10
years
|
|
Display
network equipment
|
5
years
|
Payments
for purchase of display network equipment are made by
installment. Outstanding unpaid installments for purchase of display
network equipment are recognized as liabilities and recorded as accrued
liabilities for the purchase of property, plant and equipment on the
accompanying consolidated balance sheet. Repair and maintenance costs
are charged to expense as incurred, whereas the cost of renewals and betterment
that extends the useful lives of property, plant and equipment are capitalized
as additions to the related assets. Retirements, sales and disposals of assets
are recorded by removing the cost and accumulated depreciation from the asset
and accumulated depreciation accounts with any resulting gain or loss reflected
in the consolidated statements of operations as general and administrative
expense.
Accrued
severance payments
The Law
of the People’s Republic of China on Employment Contracts (the “Employment
Contract Law”) was adopted by the Standing Committee of the National People’s
Congress of the PRC in 2007 and became effective on January 1, 2008. Pursuant to
the Employment Contract Law, the Group’s PRC subsidiaries are required to make
severance payment to an employee when the term of the employment contract
expires unless the employee voluntarily terminates the contract or voluntarily
rejects the offer to renew the contract in which the terms are no worse off than
the terms of other employment contracts available to the employee. The severance
payment will be equal to one month’s wages times the number of years that the
employee has been working for the employer. For employment periods less than six
months, the severance payment will be equal to one-half of one month’s salary.
If the employment period is more than six months but less than one year, the
severance payment will be equal to one month’s salary. The Group has calculated
the potential severance payments in accordance with the Employment Contract Law
and has recorded an amount for this potential liability as accrued severance
payments on the accompanying consolidated balance sheets.
F-12
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Impairment
of Long-Lived Assets
In
accordance with SFAS No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” (codified in FASB ASC Topic 360), the Group
reviews its long-lived assets and finite-lived intangible assets for potential
impairment based on a review of projected undiscounted cash flows associated
with these assets. Long-lived assets and finite-lived intangible assets are
evaluated for impairment whenever events and circumstances exist that indicates
the carrying amount of these assets may not be recoverable. If the sum of the
projected undiscounted cash flows is less than the carrying amount of the
assets, the Group would recognize an impairment loss based on the difference
between the estimated fair value of the assets and the carrying amount. There
was no such impairment charge for the periods presented.
Long-lived
assets to be disposed of are stated at the lower of fair value less cost to sell
or carrying amount.
Management
judgment is required in the area of asset impairment, particularly in assessing
whether: (1) an event has occurred that may affect asset values;
(2) the carrying value of an asset can be supported by the net present
value of future cash flows from the asset using estimated cash flow projections;
and (3) the cash flow is discounted using an appropriate
rate.
Fair
Value of Financial Instruments
The
carrying amounts of cash, accounts receivable, prepayment and other current
assets, accounts payable, accrued expenses and other liabilities, and amounts
due to related parties approximate their fair value due to the short-term
maturity of these instruments.
Revenue
Recognition
Revenue
is recognized when the following four criteria are met in accordance with U.S.
Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104
(“SAB 104”): (i) persuasive evidence of an arrangement exists,
(ii) the service has been rendered, (iii) the fees are fixed or
determinable, and (iv) collectability is reasonably assured.
The
Group’s revenues are derived from selling advertising time slots on the
Group’s mobile television advertising network placed in contracted buses in the
PRC.
The Group
typically signs standard contracts with its customers, who require the
Group to broadcast the advertisements provided by customers on the
Group’s network in specified areas (or specified provinces) and on
specified passenger buses for a period of time generally ranging from 3 to
12 months. The service price, agreed at the contract date, is final and not
subject to any adjustment. The Group recognizes advertising revenues ratably
over the contracted performance period for which the advertisements are
broadcasted, so long as the collection of such fees is probable. Generally,
the Group’s customers pay the monthly service amount ratably over the contracts
one month after the services are provided. The Group assesses customer’s
creditworthiness before accepting service contracts; historically the Group has
not experienced any credit losses related to sales.
F-13
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Revenue
Recognition (continued)
|
Fengzhong
Media is subject to business tax and other surcharges on the revenues
earned for services provided in the PRC. The applicable rate of business
tax is 5%. Fengzhong Media is also subject to culture and education
construction fees and embankment protection fees on the revenues
earned for services provided in the PRC. The applicable rates
of the culture and education construction fee and embankment protection
fees are 3% and 0.09%, respectively. The Group records revenue net of
these taxes and surcharges. Such business tax and related surcharges for
the nine months ended September 30, 2008 and
2009 were approximately $4,356,000 and $5,946,000,
respectively and $1,476,000 and $2,365,000, respectively for the three
months ended September 30, 2008 and
2009.
|
Cost
of Sales
Cost of
sales consists primarily of concession fees charged by the operators of
passenger buses, depreciation of media display equipment and other
operating costs.
The Group
enters into long-term exclusive agreements with the operators of various
inter-city express passenger buses in the PRC generally ranging from 5 to 8
years, providing the Group the concession right to install its mobile digital
televisions and patented automatic control system on inter-city express
passenger buses. Such equipment and systems on the inter-city express passenger
buses serve as the Group's advertising platform. The Group pays a pre-determined
network concession fee each year, which is based upon the number of buses
operated, subject to an increase by 10% to 30% per year, to the passenger bus
operators for the exclusive rights to install the Group's advertising network
equipment on their buses.
Fees
under concession agreements with the passenger bus operators are generally due
every month. The Group accounts for the increase by the provisions of
FAS 13 “Accounting for Leases (as amended)” (codified in FASB ASC Topic
840) as well as FTB 85-3 “Accounting for Operating Leases with
Schedule Rent Increases” (codified in FASB ASC Topic 840). In accordance
with FAS 13 and FTB 85-3, if rent payments are not made on a straight-line
basis, rental expense shall be recognized on a straight line basis. As the
concession fees increase by 10% to 30% per year and the agreements are long term
(5 to 8 years), the Group calculates the minimum concession fees due over
the term of the agreement and amortizes that amount using the straight line
method over the term of the agreement. Since the Company does not know exactly
what the increase will be each year, the minimum 10% increase is used in its
calculation for each yearly increase. If an increase is any higher than the 10%
increase, that amount is expensed as incurred on a monthly basis. The total
concession fees under each agreement are charged to the consolidated statements
of operations on a straight-line basis over the agreement period. Differences
between concession fee payments and concession expenses charged to the
consolidated statements of operations on a straight-line basis over the
agreement periods are recorded as deferred concession fees on the accompanying
consolidated balance sheets.
Advertising
Expense
Advertising
costs are expensed when incurred and are included in “selling expenses” in the
consolidated statements of operations. For the nine months ended September 30,
2008 and 2009, advertising expenses were approximately $2,922
and $249,154, respectively. For the three months ended September 30, 2008
and 2009, advertising expenses were approximately $2,426 and $238,950,
respectively.
F-14
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Sales
commissions
|
Beginning
in July 2009, the Company pays sales commissions to its sales
employees. Sales commissions are paid at three percent of
monthly sales revenue earned. For the nine months ended
September 30, 2008 and 2009, commission expenses were
approximately $0 and $855,000, respectively. For the three months
ended September 30, 2008 and 2009, commission expenses were approximately
$0 and $855,000, respectively. The Company paid all commissions
earned during the quarter ended September 30, 2009 in October
2009. The $855,000 earned during the quarter ended September
30, 2009 is recorded in accrued expenses and other current liabilities on
the accompanying consolidated balance sheet as of September 30,
2009.
|
Leases
Leases
are classified at the inception date as either a capital lease or an operating
lease. For the lessee, a lease is a capital lease if any of the following
conditions is met: a) the ownership of the leased property is transferred to the
lessee by the end of the lease term, b) there is a bargaining purchase option,
c) the lease term is at least 75% of the property’s estimated remaining economic
life or d) the present value of the minimum lease payments at the beginning of
the lease term is 90% or more of the fair value of the leased property. A
capital lease is accounted for as if there was an acquisition of an asset and an
incurrence of an obligation at the inception of the lease. All other leases are
accounted for as operating leases wherein rental payments are expensed as
incurred. The Group had no capital leases for any of the periods stated
herein.
Income
Taxes
Income
taxes are accounted for under the asset and liability method prescribed by FASB
ASC 740 Income Taxes (“ASC 740”). Deferred income taxes are recorded
for temporary differences between financial statement carrying amounts and the
tax basis of assets and liabilities. Deferred tax assets and
liabilities reflect the tax rates expected to be in effect for the years in
which the differences are expected to reverse. A valuation allowance
is provided if it is more likely than not that some or the entire deferred tax
asset will not be realized.
The Group
applies the provisions of ASC 740 which prescribes a comprehensive model for the
manner in which a company should recognize, measure, present and disclose in its
financial statements all material uncertain tax positions that the Group has
taken or expects to take on a tax return.
The Group
has no uncertain tax positions as of December 31, 2008, and September 30, 2009.
As of September 30, 2009, the tax jurisdictions to which the Group is
subject are the United States of America, Hong Kong and the PRC. In
the event that the Group concludes that it is subject to interest and/or
penalties arising from uncertain tax positions, the Group will present interest
and penalties as a component of income taxes. No amounts of interest or
penalties were recognized in the Group’s Consolidated Statements of Operations
or Consolidated Balance Sheets on December 31, 2008, or as of and for the nine
months ended September 30, 2009
F-15
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Earnings per
share
The Group
calculates earnings per share in accordance with ASC Topic 260 (formerly
SFAS No. 128, “Earnings Per Share”). Basic earnings per ordinary share is
computed by dividing income attributable to holders of ordinary shares by the
weighted-average number of ordinary shares outstanding during the period.
Diluted earnings per ordinary share reflects the potential dilution that could
occur if securities or other contracts to issue ordinary shares were exercised
or converted into ordinary shares. There were no potentially dilutive securities
for the three and nine months ended September 30, 2008 and 2009.
Comprehensive
Income
SFAS No.
130, “Reporting Comprehensive Income”(codified in FASB ASC Topic 220)
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to include
all changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, SFAS No. 130 requires that all
items that are required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.
Recent
Accounting Pronouncements
On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168 , “The FASB
Accounting Standards Codification™ and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”). ASU No. 2009-01
re-defines authoritative US GAAP for nongovernmental entities to be only
comprised of the FASB Accounting Standards Codification™ (“Codification”) and,
for SEC registrants, guidance issued by the SEC. The Codification is
a reorganization and compilation of all then-existing authoritative US GAAP for
nongovernmental entities, except for guidance issued by the SEC. The
Codification is amended to effect non-SEC changes to authoritative US
GAAP. Adoption of ASU No. 2009-01 only changed the referencing
convention of US GAAP in Notes to the Consolidated Financial
Statements.
In April
2009, the Financial Accounting Standards Board (“FASB”) issued FSP
No. SFAS 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly” (“FSP No. SFAS 157-4”). FSP
No. SFAS 157-4, which is codified in FASB ASC Topics 820-10-35-51 and
820-10-50-2, provides additional guidance for estimating fair value and
emphasizes that even if there has been a significant decrease in the volume and
level of activity for the asset or liability and regardless of the valuation
technique(s) used, the objective of a fair value measurement remains the same.
The Group adopted FSP No. SFAS 157-4 beginning April 1, 2009.
This FSP had no material impact on the Group’s financial position, results of
operations or cash flows.
F-16
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Recent
Accounting Pronouncements (Continued)
In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments,” which is
codified in FASB ASC Topic 320-10. This FSP modifies the requirements for
recognizing other-than-temporarily impaired debt securities and changes the
existing impairment model for such securities. The FSP also requires additional
disclosures for both annual and interim periods with respect to both debt and
equity securities. Under the FSP, impairment of debt securities will be
considered other-than-temporary if an entity (1) intends to sell the
security, (2) more likely than not will be required to sell the security
before recovering its cost, or (3) does not expect to recover the
security’s entire amortized cost basis (even if the entity does not intend to
sell). The FSP further indicates that, depending on which of the above
factor(s) causes the impairment to be considered other-than-temporary,
(1) the entire shortfall of the security’s fair value versus its amortized
cost basis or (2) only the credit loss portion would be recognized in
earnings while the remaining shortfall (if any) would be recorded in other
comprehensive income. This FSP requires entities to initially apply the
provisions of the standard to previously other-than-temporarily impaired debt
securities existing as of the date of initial adoption by making a
cumulative-effect adjustment to the opening balance of retained earnings in the
period of adoption. The cumulative-effect adjustment potentially reclassifies
the noncredit portion of a previously other-than-temporarily impaired debt
security held as of the date of initial adoption from retained earnings to
accumulated other comprehensive income. The Group adopted FSP
No. SFAS 115-2 and SFAS 124-2 beginning April 1, 2009. This
FSP had no material impact on the Group’s financial position, results of
operations or cash flows.
In
April 2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments,” which is codified in
FASB ASC Topic 825-10-50. This FSP essentially expands the disclosure
about fair value of financial instruments that were previously required only
annually to also be required for interim period reporting. In addition, the FSP
requires certain additional disclosures regarding the methods and significant
assumptions used to estimate the fair value of financial instruments. These
additional disclosures are required beginning with the quarter ending
June 30, 2009.
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events,” codified in FASB ASC
Topic 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. SFAS
No. 165 also requires entities to disclose the date through which subsequent
events were evaluated as well as the rationale for why that date was selected.
SFAS No. 165 is effective for interim and annual periods ending after June 15,
2009, and accordingly, the Group adopted this pronouncement during the second
quarter of 2009. SFAS No. 165 requires that public entities evaluate subsequent
events through the date that the financial statements are issued. The Group has
evaluated subsequent events through November 16 2009.
F-17
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Recent
Accounting Pronouncements (Continued)
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140,” codified as FASB
ASC Topic 860, which requires entities to provide more information
regarding sales of securitized financial assets and similar transactions,
particularly if the entity has continuing exposure to the risks related to
transferred financial assets. SFAS No. 166 eliminates the concept of a
“qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets and requires additional disclosures. SFAS No. 166 is
effective for fiscal years beginning after November 15, 2009. The Group does not
believe the adoption of SFAS No. 166 will have an impact on its financial
condition, results of operations or cash flows.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R),” codified as FASB ASC Topic 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. SFAS
No. 167 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity’s purpose
and design and a company’s ability to direct the activities of the entity that
most significantly impact the entity’s economic performance. SFAS No. 167
requires an ongoing reassessment of whether a company is the primary beneficiary
of a variable interest entity. SFAS No. 167 also requires additional
disclosures about a company’s involvement in variable interest entities and any
significant changes in risk exposure due to that involvement. SFAS No. 167
is effective for fiscal years beginning after November 15, 2009. The Group does
not believe the adoption of SFAS No. 167 will have an impact on its financial
condition, results of operations or cash flows.
In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05 Fair Value
Measurements and Disclosures (ASC 820): Measuring Liabilities at Fair Value
(“ASU 2009-05”) which provides guidance on measuring the fair value of
liabilities under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC
820”). ASU 2009-05 clarifies that the unadjusted quoted price for an identical
liability, when traded as an asset in an active market is a Level 1 measurement
for the liability and provides guidance on the valuation techniques to estimate
fair value of a liability in the absence of a Level 1 measurement. ASU 2009-05
is effective for the first interim or annual reporting period beginning after
its issuance. The adoption of ASU 2009-05 did not have a material effect on the
Company’s consolidated financial statements.
FASB
Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures
(ASC 820)—Investments in Certain Entities That Calculate Net Asset Value per
Share (or Its Equivalent) amends ASC 820-10, Fair Value Measurements and
Disclosures—Overall, to permit a reporting entity to measure the fair value of
certain investments on the basis of the net asset value per share of the
investment (or its equivalent). This Update also requires new
disclosures, by major category of investments, about the attributes of
investments within the scope of this amendment to the ASC. The
guidance in this Update is effective for interim and annual periods ending after
December 15, 2009. Management is currently evaluating the impact this
Update will have on the Company’s consolidated financial
statements.
F-18
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Concentration
of Risks
Concentration of credit
risk
Assets
that potentially subject the Group to significant concentration of credit risk
primarily consist of cash and accounts receivable. As of September 30, 2009,
substantially all of the Group’s cash was deposited in financial institutions
located in the PRC, which management believes are of high credit quality.
Accounts receivable are typically unsecured and are derived from revenues earned
from customers in the PRC. The risk with respect to accounts receivable is
mitigated by credit evaluations the Group performs on its customers and its
ongoing monitoring process of outstanding balances. The Group has not
experienced a loss in such account.
Concentration of
customers and
vendors
The Group
currently provides a substantial portion of its service to various customers.
There are no revenues from customers which individually represent greater than
10% of the total revenues for the nine months ended September 30, 2008 or 2009
(see Note 15). Sales to customers are mostly made through
non-exclusive, short-term arrangements. As the customer base is
diversified, the Group considers that the concentration risk of its customers is
not significant to the Group’s financial condition and results of
operations.
The Group
currently conducts a substantial portion of its services with a
limited number of vendors. There are concessions paid to a
vendor which individually represents greater than 10% of the
total concession fees included in cost of sales and an accounts payable
balance to a vendor which individually represents greater than 10% of accounts
payable (see Note 15). The loss of this vendor could have a significant negative
impact on the Group’s business. Concessions paid to vendors are mostly
made through contracts ranging from 5-8 years. Due to the Group’s
dependence on a limited number of vendors, any negative events with respect
to the Group’s vendors may cause material fluctuations or declines in the
Group’s revenue and have a material adverse effect on the Group’s financial
condition and results of operations.
Current vulnerability due to
certain other concentrations
The
Group’s operations may be adversely affected by significant political, economic
and social uncertainties in the PRC. Although the PRC government has been
pursuing economic reform policies for more than 20 years, no assurance can be
given that the PRC government will continue to pursue such policies or that such
policies may not be significantly altered, especially in the event of a change
in leadership, social or political disruption or unforeseen circumstances
affecting the PRC’s political, economic and social conditions. There is also no
guarantee that the PRC government’s pursuit of economic reforms will be
consistent or effective.
F-19
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
Concentration
of Risks (continued)
Current vulnerability due to
certain other concentrations
(continued)
The Group
transacts all of its business in RMB, which is not freely convertible into
foreign currencies. On January 1, 1994, the PRC government abolished the dual
rate system and introduced a single rate of exchange as quoted daily by the
People’s Bank of China (the “PBOC”). However, the unification of the exchange
rates does not imply that the RMB may be readily convertible into United States
dollars or other foreign currencies. All foreign exchange transactions continue
to take place either through the PBOC or other banks authorized to buy and sell
foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign
currency payments by the PBOC or other institutions requires submitting a
payment application form together with suppliers’ invoices, shipping documents
and signed contracts.
Additionally,
the value of the RMB is subject to changes in central government policies and
international economic and political developments affecting supply and demand in
the PRC foreign exchange trading system market.
Foreign
ownership of advertising businesses is subject to significant restrictions under
current PRC laws and regulations. Currently, the Group conducts its
operations in the PRC through a series of contractual arrangements entered into
among Across Express, Fengzhong Media and its shareholders.
The
relevant regulatory authorities may find the current ownership structure,
contractual arrangements and businesses to be in violation of any existing or
future PRC laws or regulations. If so, the relevant regulatory
authorities would have broad discretion in dealing with such
violations.
F-20
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
3.
|
ACCOUNTS
RECEIVABLE
|
(Amounts
in thousands of US dollars)
|
||||||||
December
31,
|
September
30,
|
|||||||
2008
|
2009
|
|||||||
Balance
at end of period
|
$ | 6,065 | $ | 11,293 |
|
All
the accounts receivable are non-interest
bearing.
|
4.
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
Property,
plant and equipment consist of the following:
(Amounts
in thousands of US dollars)
|
||||||||
December 31, |
September
30,
|
|||||||
2008
|
2009
|
|||||||
Buildings
|
$ | 229 | $ | 229 | ||||
Electronic
and office equipment
|
94 | 94 | ||||||
Motor
vehicles
|
190 | 190 | ||||||
Display
network equipment
|
16,402 | 18,200 | ||||||
Total
|
16,915 | 18,713 | ||||||
Less:
Accumulated depreciation
|
(5,498 | ) | (7,849 | ) | ||||
$ | 11,417 | $ | 10,864 |
Depreciation
expenses were approximately $2,324,000 and $2,351,000 for the nine months ended
September 30, 2008 and 2009, respectively. Depreciation expenses were
approximately $762,000 and $808,000 for the three months ended September 30,
2008 and 2009, respectively.
5.
|
ACCOUNTS
PAYABLE
|
(Amounts in thousands of US
dollars)
|
||||||||
December
31,
|
September
30,
|
|||||||
2008
|
2009
|
|||||||
Concession
fee payable
|
$ | 1,565 | $ | 2,030 |
All the
accounts payables are non-interest bearing.
F-21
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
6.
|
ACCRUED
EXPENSES AND OTHER CURRENT
LIABILITIES
|
The
components of accrued expenses and other current liabilities are as
follows:
(Amounts in thousands of US dollars)
|
||||||||
December 31,
|
September 30,
|
|||||||
2008
|
2009
|
|||||||
Salary
and welfare payable
|
101 | 680 | ||||||
Business
tax payable
|
848 | 1,352 | ||||||
Culture
and education construction fee
|
185 | 298 | ||||||
Other
surcharges
|
96 | 342 | ||||||
Other
payable
|
71 | 373 | ||||||
$ | 1,301 | $ | 3,045 |
7.
|
ACCRUED
LIABILITY FOR THE PURCHASE OF PROPERTY, PLANT AND
EQUIPMENT
|
(Amounts in thousands of US dollars)
|
||||||||
December 31,
2008
|
September 30,
2009
|
|||||||
Balance
at the end of
|
$ | 1,072 | $ | 1,455 |
|
The
amounts represent the remaining balance of consideration payable for
purchasing of display network equipment. The amounts are
non-interest bearing and payable within one
year.
|
8.
|
ORDINARY
SHARES
|
Authorized,
issued and outstanding 10,000 shares at par value of $0.13.
(Amounts in thousands of US dollars)
|
|||||||
December 31,
|
September 30,
|
||||||
2008
|
2009
|
||||||
$ | 1 | $ | 1 |
F-22
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
9.
|
RESTRICTED
NET ASSETS (RESERVES)
|
The
Company’s ability to pay dividends is primarily dependent on the Company
receiving distributions of funds from its subsidiaries. Relevant PRC statutory
laws and regulations permit payments of dividends by the Company’s PRC
subsidiaries only out of their retained earnings, if any, as determined in
accordance with PRC accounting standards and regulations. The results of
operations reflected in the financial statements prepared in accordance with
U.S. GAAP differ from those reflected in the statutory financial statements
of the Company’s subsidiaries.
In
accordance with the Regulations on Enterprises with Foreign Investment of China
and their articles of association, a foreign invested enterprise established in
the PRC is required to provide certain statutory reserves, namely a general
reserve fund, the enterprise expansion fund and a staff welfare and bonus fund
which are appropriated from net profit as reported in the enterprise’s PRC
statutory accounts. A wholly-owned foreign invested enterprise is required to
allocate at least 10% of its annual after-tax profit to the general reserve
until such reserve has reached 50% of its respective registered capital based on
the enterprise’s PRC statutory accounts. Appropriations to the enterprise
expansion fund and staff welfare and bonus fund are at the discretion of the
board of directors for all foreign invested enterprises. The aforementioned
reserves can only be used for specific purposes and are not distributable as
cash dividends. Across Express was established as a wholly-owned foreign
invested enterprise and therefore is subject to the above mandated restrictions
on distributable profits.
Additionally,
in accordance with the Company Law of the PRC, a domestic enterprise is required
to provide statutory common reserve at least 10% of its annual after-tax profit
until such reserve has reached 50% of its respective registered capital based on
the enterprise’s PRC statutory accounts. A domestic enterprise is also required
to provide for discretionary surplus reserve, at the discretion of the board of
directors, from the profits determined in accordance with the enterprise’s PRC
statutory accounts. The aforementioned reserves can only be used for specific
purposes and are not distributable as cash dividends. Fengzhong Media was
established as a domestic invested enterprise and therefore is subject to the
above mandated restrictions on distributable profits.
As a
result of these PRC laws and regulations that require annual appropriations of
10% of after-tax income to be set aside prior to payment of dividends as general
reserve fund, the Company’s PRC subsidiaries are restricted in their ability to
transfer a portion of their net assets to the Company.
Amounts
restricted include paid-in capital ($3,709,000) and statutory reserve funds
($4,314,000) of the Company’s PRC subsidiaries, as determined pursuant to PRC
generally accepted accounting principles, totaling approximately $8,023,000 as
of December 31, 2008. No appropriation of the reserves were made for
the nine months period ended September 30, 2009 as the reserves will be
allocated on an annual basis.
F-23
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
10.
|
TAXATION
|
Income
taxes
Hong
Kong
The
Company was incorporated in Hong Kong and does not conduct any substantive
operations since its incorporation other than being the holding company of the
Group.
No
provision for Hong Kong profits tax has been made in the financial statements as
the Company has no assessable profits for the three and nine months ended
September 30, 2008 and 2009, respectively. In addition, upon payments
of dividends by the Company to its shareholders, no Hong Kong withholding tax
will be imposed.
China
PRC
enterprise income tax, “EIT”, is generally assessed at the rate of 25% for the
three and nine months ended September 30, 2008 and 2009 of taxable
income. Across Express and Fengzhong Media were subjected to
statutory EIT rates of 25% in accordance with the relevant PRC Enterprise Income
Tax Laws started from 2008.
On
February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration
of Taxation (“SAT”) jointly issued Cai Shui 2008 Circular 1 (“Circular 1”).
According to Article 4 of Circular 1, distributions of accumulated profits
earned by a foreign investment enterprise prior to January 1, 2008 to foreign
investor(s) in 2008 or after will be exempt from withholding tax (“WHT”) while
distribution of the profit earned by an FIE after January 1, 2008 to its foreign
investor(s) shall be subject to WHT. As a result, the dividends declared
out of the retained earnings as of December 31, 2007 should be exempt from
WHT.
For the
nine months ended September 30, 2009, 2008 final dividends of US$17,555,000
(RMB120,000,000) were declared and paid from Across Express to the
Company. Out of these total dividends, US$6,931,000 (RMB47,379,000)
was attributable to the 2008 profits of Across Express while the remaining was
attributable to the accumulated profits prior to December, 2007. The
applicable tax rate of the WHT on the dividends attributable to the profits
earned after January 1, 2008 is 5%. The Company paid $347,000 for
this tax for the nine months ended September 30, 2009.
There is
no dividend policy for the Group and there is no plan to declare dividends in
the future as of now. As a result, no deferred tax provision was provided to the
financial statements for the remaining non-distributable profits earned in 2008
by Across Express. Should this policy be changed in future, deferred tax
liabilities would be provided on the profits that are planned to distribute from
Across Media to the Company.
F-24
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
10.
|
TAXATION
(continued)
|
Income before
income taxes consists of:
(Amounts in thousands of US
dollars)
|
||||||||||||||||
For
the three months ended September 30,
|
For
the nine months ended September 30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
The
PRC
|
$ | 8,525 | $ | 15,560 | $ | 25,676 | $ | 37,223 |
The
current and deferred components of the income tax expense (benefit) appearing in
the consolidated statements of operations are as follows:
(Amounts
in thousands of US dollars)
|
||||||||||||||||
For
the three months ended
September
30,
|
For
the nine months ended September
30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Current
|
2,376 | 4,051 | 7,057 | 10,156 | ||||||||||||
Deferred
|
(214 | ) | (155 | ) | (579 | ) | (333 | ) | ||||||||
$ | 2,162 | $ | 3,896 | $ | 6,478 | $ | 9,823 |
The
reconciliation of tax computed by applying the statutory income tax rate
applicable to PRC operations to income tax benefit is:
(Amounts
in thousands of US dollars)
|
||||||||||||||||
For
the three months ended
September
30,
|
For
the nine months ended
September
30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Income
tax computed at applicable tax rates
|
$ | 2,131 | $ | 3,594 | $ | 6,419 | $ | 9,357 | ||||||||
Non-deductible
expenses
|
31 | 302 | 59 | 466 | ||||||||||||
Non-taxable
income
|
- | - | - | - | ||||||||||||
$ | 2,162 | $ | 3,896 | $ | 6,478 | $ | 9,823 |
F-25
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
10.
|
TAXATION
(continued)
|
Deferred
tax assets reflect the 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. The components of deferred tax
assets are as follows:
(Amounts in thousands of US dollars)
|
||||||||
December 31,
2008
|
September 30,
2009
|
|||||||
Deferred
tax assets, non-current portion
|
||||||||
Deferred
concession fee
|
$ | 1,501 | $ | 1,590 | ||||
Accrued
severance payment
|
77 | 320 | ||||||
$ | 1,578 | $ | 1,910 |
11.
|
RELATED
PARTY TRANSACTIONS
|
a)
|
Related
parties
|
Name of related Parties
|
Relationship with the Group
|
|
Mr.
Zheng Cheng
|
Director
of the Company and ultimate controlling shareholder of the
Company
|
|
Ms.
Chunlan Bian
|
Director
of the
Company
|
|
b)
|
The
Group had the following related party balance as of December 31, 2008 and
September 30, 2009:
|
Amounts in thousands of US dollars
|
||||||||
December 31,
2008
|
September 30,
2009
|
|||||||
Amount
due to a related party
|
||||||||
Mr.
Zheng Cheng
|
$ | 798 | $ | 1,508 |
All
balances with related parties as of September 30, 2009 were unsecured,
non-interest bearing and repayable on demand.
F-26
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
12.
|
EMPLOYEE
DEFINED CONTRIBUTION PLAN
|
Full time
employees of the Group in the PRC participate in a government mandated defined
contribution plan, pursuant to which certain pension benefits, medical care,
employee housing fund and other welfare benefits are provided to employees. PRC
labor regulations require that the PRC subsidiaries make contributions to the
government for these benefits based on certain percentages of the employees’
salaries. The Group has no legal obligation for the benefits beyond the
contributions made. The total amounts for such employee benefits, which were
expensed as incurred, were approximately $264,000 and $318,000 for the nine
months ended September 30, 2008 and 2009, respectively and $91,000 and $110,000
for the three months ended September 31, 2008 and 2009,
respectively.
13.
|
COMMITMENTS
AND CONTINGENCIES
|
|
(a)
|
Rental
lease
|
Future
minimum payments under non-cancelable operating leases with initial terms of
one-year or more consist of the following at September 30, 2009:
(Amounts
in thousands of US
dollars)
|
||||
2009
|
$ | 44 | ||
2010
|
146 | |||
2011
|
105 | |||
2012
|
103 | |||
2013
|
43 | |||
$ | 441 |
Payments
under operating leases are expensed on the straight-line basis over the periods
of their respective leases. The terms of the leases do not contain rent
escalation or contingent rents. For the nine months ended September 30, 2008 and
2009, total rental expenses for all operating leases amounted to approximately
$75,000 and $149,000 respectively. For the three months ended September 30, 2008
and 2009, total rental expenses for all operating leases amounted to
approximately $34,000 and $50,000 respectively
|
(b)
|
Capital
commitments
|
Purchase
of property, plant and equipment
As of
September 30, 2009, the Group did not have any commitments related to the
purchase of display network equipment.
|
(c)
|
Concession
fees
|
The Group
has entered into concession right agreements with passenger bus operators. The
contract terms of such concession rights are usually five to eight years. The
concession rights expire between 2011 and 2014 and are renewable upon
negotiation.
F-27
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
13.
|
COMMITMENTS
AND CONTINGENCIES (continued)
|
(c)
|
Concession
fees (continued)
|
Future
minimum concession fee payments under non-cancelable concession right agreements
at September 30, 2009 were as follows:
(Amounts in
thousands of US
dollars)
|
||||
2009
|
$ | 22,752 | ||
2010
|
26,791 | |||
2011
|
29,471 | |||
2012
|
17,834 | |||
2013
|
8,447 | |||
2014
|
3,883 | |||
$ | 109,178 |
14.
|
SEGMENT
REPORTING
|
The Group
operates and manages its business as a single reportable segment that includes
primarily selling advertising time slots on its advertising network of
television screens placed in passenger buses traveling on the highways
throughout the PRC.
Geographic
information
The Group
operates in the PRC and all of the Group’s identifiable assets are located in
the PRC.
Although
the Group operates in multiple cities in China which include Fujian, Beijing
Shanghai, Guangzhou, Tianjin and Chengdu, the chief operating decision maker
evaluates the Group’s performance as a single reportable segments and thus the
Group believes it operates in one segment as it provide services to customers
irrespective of their locations.
15.
|
MAJOR CUSTOMERS AND
VENDORS
|
(Amounts
are in thousands of US dollars)
There
were no customers accounting for 10% or more of total net sales for the nine
months ended September 30, 2008 and 2009.
F-28
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
15.
|
MAJOR
CUSTOMERS AND VENDORS (continued)
|
Details
of vendors accounting for 10% or more of concession fees included in costs of
sales in any of the periods presented are as follows:
For
the three months ended
September
30,
|
For
the nine months ended
September
30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Company
1
|
$ | 750 | $ | 831 | $ | 2,197 | $ | 2,492 | ||||||||
$ | 750 | $ | 831 | $ | 2,197 | $ | 2,492 |
Details
of vendors accounting for 10% or more of accounts payable in the
period presented are as follows:
As of December 31,
|
As of September 30,
|
|||||||
2008
|
2009
|
|||||||
Company
1
|
$ | 250 | $ | 277 | ||||
$ | 250 | $ | 277 |
16.
|
EARNINGS
PER SHARE
|
Basic and
diluted earnings per share for each of the periods presented are calculated as
follows (Amounts in thousands except for the number of shares and per share
data):
For the three months
ended September 30,
|
For the nine months
ended September 30,
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
US$
|
US$
|
US$
|
US$
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net
income
|
$ | 6,363 | $ | 11,664 | $ | 19,198 | $ | 27,400 | ||||||||
Denominator:
|
||||||||||||||||
Weighted
average number of ordinary shares outstanding used in calculating basic
and diluted income per share
|
10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||
Basic
and diluted earnings per share
|
$ | 636.3 | $ | 1,166.4 | $ | 1,919.8 | $ | 2,740.0 |
F-29
HONG
KONG MANDEFU HOLDING LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SEPTEMBER
30, 2009
17.
|
SUBSEQUENT
EVENT
|
The
Company has evaluated events and transactions that occurred between
October 1, 2009 and November 16 2009, which is the date the financial
statements were issued for possible disclosure or recognition in the financial
statements. The Company has determined that there were no such events or
transactions that warrant disclosure or recognition in the financial statements
except as disclosed.
As
disclosed in Note 1 to the financial statements, the Company entered into a
definitive share exchange agreement with TMI for the
merger. TMI issued 20.915 million new common shares of TMI and
$10 million in promissory notes in exchange for 100% of the outstanding equity
of the Company on October 15, 2009. The Company’s shareholders may
earn up to an additional 15 million shares of TMI subject to the achievement of
some net income targets for 2009 – 2011. The agreement closed on
October 16, 2009 at which time the Company became a wholly owned subsidiary of
TMI, which is listed on the American Stock Exchange. The transaction
will be treated as a reverse merger and a recapitalization of the Company for
accounting purposes. The historical financial statements will become
those of the Company.
F-30
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
CME,
through contractual arrangements with Fujian Fenzhong, an entity majority owned
by CME’s majority shareholder, operates the largest television advertising
network on inter-city express buses in China. CME’s operations in general
and similar connotations, refer to Fujian Fenzhong, an entity which is
controlled by CME through contractual agreements and which operates the
advertising network. While CME has no direct equity ownership in Fujian
Fenzhong, through the contractual agreements CME receives the economic benefits
of Fujian Fenzhong’s operations. CME generates revenues by selling
advertising on its network of television displays installed on inter-city
express buses in China.
CME’s
extensive and growing network covers inter-city express bus services originating
in China’s most prosperous regions. As of September 30, 2009, CME’s network
covered inter-city express bus services originating in eleven regions, including
the five municipalities of Beijing, Shanghai, Tianjin, Guangzhou and Chongqing
and eight economically prosperous provinces, namely Guangdong, Jiangsu, Fujian,
Sichuan, Anhui, Hubei, Hebei and Shandong. These eleven regions in aggregate
generated over half of China’s gross domestic product, or GDP. CME’s network is
capable of reaching a substantial and growing audience. Many of the cities
connected in CME’s network are major transportation hubs, which serve as points
of transfer for large numbers of leisure, business and other travelers in China
to other modes of transportation. CME’s network also includes airport buses
connecting major cities to airports and tour buses traveling on routes that
connect major cities with popular tourist destinations in China. As of
September 30, 2009, CME’s network covered six of the seven transportation
hubs designated by the Ministry of Transport, and CME expects to further
increase this percentage as it continues to expand the geographic coverage of
its network. In addition to major transportation hubs, the network also covers
small to medium-sized cities in China, some of which rely on highway
transportation as the primary transportation option for connection outside these
cities.
CME has
entered into long-term framework agreements with 46 bus operator partners for
terms ranging from five to eight years. Pursuant to these agreements, CME pays
the bus operators concession fees for the right to install its displays and
automated control systems inside their buses and display entertainment content
and advertisements. CME’s entertainment content is provided by third parties and
advertisements provided by its clients. CME obtains a wide range of free
entertainment content from Fujian SouthEastern Television Channel and Hunan
Satellite Television each month and purchases a limited amount of
copyrighted programs from time to time.
4
In
October 2007, CME entered into a five-year cooperation agreement with an entity
affiliated with the Ministry of Transport of the People’s Republic of China to
be the sole strategic alliance partner in the establishment of a nationwide
in-vehicle television system that displays copyrighted programs on buses
traveling on highways in China. The cooperation agreement also gave CME
exclusive rights to display advertisements on the system. In November 2007, this
entity issued a notice regarding the facilitation of implementation of the
system contemplated under the cooperation agreement to municipalities, provinces
and transportation enterprises in China. CME believes its status as the sole
strategic alliance partner designated by an entity affiliated with the
Ministry of Transport and the exclusive rights to display advertisements on the
system has facilitated its historical expansion and is expected to continue to
provide them with a competitive advantage in the future.
CME
believes its network is a highly effective advertising medium. The network is
capable of reaching audiences on inter-city express buses while they remain in a
comfortable and enclosed environment with minimal distraction. The majority of
the inter-city express buses within the network are equipped with leather
seats and air-conditioning, providing a comfortable environment which makes the
audiences more receptive to the content displayed on CME’s network. Inter-city
travel in China typically takes a number of hours. Audiences are therefore
exposed to the content displayed on its advertising platform for a significantly
longer period of time than on shorter-distance travel. In addition, CME’s
patented automated control systems ensure that the programs and advertisements
are displayed continuously throughout the journey.
CME has
grown significantly since it commenced its advertising services business in
November 2003. During the year ended December 31, 2008, more than 400
advertisers had purchased advertising time on CME’s network either through
advertising agents or directly from CME. Some of these clients have purchased
advertising time from CME for more than three years, including Hitachi, China
Telecom, Toyota, Siemens and China Pacific Life Insurance. CME has attracted
several well-known international and national brands to its advertising network,
including Coca Cola, Pepsi, Wahaha, Siemens, Hitachi, China Telecom, China
Mobile, China Post, Toyota, Bank of China and China Pacific Life Insurance. For
the years ended December 31, 2006, 2007 and 2008, CME generated total net
revenues of $4.0 million, $25.8 million and $63.0 million,
respectively. During the same periods, CME had net income of $0.9 million,
$7.0 million and $26.4 million, respectively.
Critical
Accounting Policies
CME
prepares its consolidated financial statements in accordance with
U.S. GAAP, which requires CME to make judgments, estimates and assumptions
that affect the reported amounts of its assets and liabilities, the disclosure
of its contingent assets and liabilities at the end of each reporting period and
the reported amounts of revenues and expenses during each reporting period. CME
continually evaluates these estimates and assumptions based on the most recently
available information, CME’s own historical experiences and other factors that
CME believes to be relevant under the circumstances. Since CME’s financial
reporting process inherently relies on the use of estimates and assumptions,
CME’s actual results could differ from its expectations. Certain accounting
policies require higher degrees of judgment, some of which are inherently
subjective and involve higher degrees of estimates and assumptions, than others
in their application, due to, among other reasons, limited information available
at the time CME’s financial statement is prepared. To the extent that the
estimates used materially differ from actual results, adjustments or
restatements to the statement of operations and corresponding balance sheet
accounts could be necessary. CME considers the policies discussed below to be
critical to an understanding of its consolidated financial statements because
they involve higher degrees of reliance on CME’s management’s
judgment.
5
When
reading CME’s financial statements, you should consider CME’s critical
accounting policies, the judgment and other uncertainties affecting the
application of such policies and the sensitivity of reported results to changes
in conditions and assumptions. CME believes the following accounting policies
involve the most significant judgment and estimates used in the preparation of
its financial statements. CME has not made any material changes in the
methodology used in these accounting policies since it commenced operations in
the advertising industry in November 2003.
Revenue
Recognition
CME
derives revenues from selling advertising time slots on its network. CME
recognizes revenues ratably over the contract performance period during which
the advertisements are displayed, so long as collection of the fees remains
probable. In accordance with U.S. Securities and Exchange Commission Staff
Accounting Bulletin No. 104, CME considers the following factors in
its revenue recognition:
•
|
Whether persuasive evidence of
an arrangement exists. CME typically enter into short
term contracts with its advertising agency clients and its direct
advertising clients that require CME to display their advertisements in
exchange for a certain amount of advertising fees specified in the
contracts.
|
•
|
Whether the services have been
rendered. CME receives payments from its clients on a
monthly basis based on the advertisements displayed on its network in the
preceding month.
|
|
•
|
Whether the fees are fixed or
determinable. The advertising fees specified in the
contract are final and not subject to any subsequent
amendment.
|
|
•
|
Whether collectability is
reasonably assured. CME mitigates its collection risk by
evaluating the creditworthiness of its clients and monitoring outstanding
balances payable by CME’s clients. Therefore, CME did not have significant
bad debts during the periods presented in its consolidated financial
statements included elsewhere in this proxy
statement.
|
Depreciation
of Property, Plant and Equipment
Property,
plant and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets, which are
20 years for buildings, ten years for motor vehicles and five years for
electronic and office equipment and media display equipment.
Repair
and maintenance costs are charged to expense as incurred, whereas the cost of
renewals and betterment that extends the useful lives of property, plant and
equipment are capitalized as additions to the related assets. Retirements, sales
and disposals of assets are recorded by removing the cost and accumulated
depreciation from the asset and accumulated depreciation accounts with any
resulting gain or loss reflected in the consolidated statements of
income.
Accrual
of Concession Fees
CME has
entered into long-term framework agreements with more than 40 inter-city express
bus operators in China. Such contracts provide for CME’s concession rights to
install its equipment and control systems inside their inter-city express buses
at CME’s own cost and CME pays the bus operators participating in its network a
pre-determined concession fee. CME has entered into framework agreements with
all the bus operators participating in CME’s network for terms ranging from five
to eight years. CME enters into contracts with these bus operators each
year to update the number of buses carrying its network and the concession fees
per bus for that year. The framework agreements specify the permissible range of
annual increase in concession fees per bus, which is in all cases between a
minimum of 10% and a maximum of 30%.
CME pays
concession fees to the bus operators participating in its network on a monthly
basis. However, the total concession fees payable under each long-term contract
are charged to the consolidated statements of operations as concession expenses
on a straight-line basis over the course of the contract period, based on the
assumption that the concession fees increase by 10% per year. The differences
between concession fee payments and concession fee expenses charged to the
consolidated statements of income are accrued as liability or recorded as
reversal to the corresponding previously accrued
liability.
6
Impairment
of Long-Lived Assets
CME
evaluates its long-lived assets or asset group with finite lives for impairment
whenever events or changes in circumstances indicate that the carrying amount of
a group of long-lived assets may not be fully recoverable, such as a significant
adverse change in market conditions that will impact the future use of the
assets. When these events occur, CME evaluates the impairment by comparing the
carrying amount of the assets to future undiscounted net cash flows expected to
result from the use of the assets and their eventual disposition. If the sum of
the expected undiscounted cash flows is less than the carrying amount of the
assets, CME recognizes an impairment loss based on the excess of the carrying
amount of the asset group over its fair value that is generally based on the
expected discounted cash flows using a risk-free rate. CME did not have any
impairment of long-lived assets during the periods presented in CME’s
consolidated financial statements included elsewhere in this proxy
statement.
Income
taxes
CME
accounts for the expected future tax consequences by recognition of deferred
income taxes arising from temporary differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements by
applying the statutory tax rates applicable under the EIT Law. CME records a
valuation allowance to reduce deferred tax assets to the value CME believes is
more likely than not to be realized. In the event CME was to determine that it
would be able to realize its deferred tax assets in the future in excess of
their recorded amount, an adjustment to CME’s valuation allowance would increase
its income in the period such determination was made. Likewise, if CME
determines that it would not be able to realize all or part of its net deferred
tax assets in the future, an adjustment to its valuation allowance would be
charged to its income in the period such determination is made. Current income
taxes are provided for in accordance with the laws of the relevant taxing
authorities. CME remeasured its deferred tax assets as a result of the reduction
in tax rate from 33% to 25% under the EIT Law and recognized a reduction in
income tax expenses of $0.3 million for the year ended December 31,
2007.
Leases
CME
classifies leases at the inception of the lease as either a capital lease or an
operating lease. A lease is classified as a capital lease if any of the
following conditions is met (i) the ownership of the leased property is
transferred to the lessee by the end of the lease term; (ii) there is a
bargaining purchase option; (iii) the lease term is at least 75% of the
property’s estimated remaining economic life; or (iv) the present value of
the minimum lease payments at the beginning of the lease term is 90% or more of
the fair value of the leased property. All other leases are accounted for as
operating leases. A capital lease is accounted for as if there was an
acquisition of an asset and an incurrence of an obligation at the inception of
the lease. Rental payments under an operating lease are expensed as incurred.
CME did not have any capital lease obligations during the periods presented in
its consolidated financial statements included elsewhere in this proxy
statement.
7
Earnings
per Share
CME
calculates earnings per share in accordance with ASC Topic 260
(formerly SFAS, No. 128, “Earnings Per Share.”) Basic earnings per
ordinary share is computed by dividing income attributable to holders of
ordinary shares by the weighted average number of ordinary shares outstanding
during the period. Diluted earnings per ordinary share reflects the potential
dilution that could occur if securities or other contracts to issue ordinary
shares were exercised or converted into ordinary shares.
Comprehensive
Income
SFAS No. 130
“Reporting Comprehensive Income” (codified in FASB ASC Topic 220) establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by and distributions to owners.
Among other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.
Results
of Operations
Nine
months ended September 30, 2009 Compared to nine months ended September 30,
2008
Net
revenues. CME’s sales, net of business tax and related
surcharges increased to $64.0 million for the nine months ended September
30, 2009 from $46.2 million for the nine months ended September 30,
2008. The increase was primarily attributable to the significantly increased
total amount of advertising time that CME sold, an increase in average rates per
second, increase in CME’s advertising base and expansion of the geographic
coverage of CME’s network. In addition, additional revenue was generated from
the embedded advertisement which was displayed during the broadcasting of the
content for the nine months ended September 30,
2009.
8
Cost of
sales. CME’s cost of sales increased to $23.0 million for
the nine months ended September 30, 2009 from $18.4 million for the nine
months ended September 30, 2008 due to the following reasons:
Concession
fees. Concession
fees charged by inter-city
express bus
operators increased to
$17.8 million
for the nine
months ended September 30, 2009 from
$14.7 million
for the nine months
ended September 30,
2008. The
increase was attributable to the increase in the concession fees payable to the
group of bus
operators participating in CME’s network
through the execution of long-term framework agreements for the nine
months ended September 30, 2009 as well as an increase in the number of
inter-city express buses carrying CME’s network
as a result of the increase in the number of bus operators that signed contracts
with CME.
Depreciation. Depreciation
for CME’s digital television displays and hard disk drives increased to
$2.4 million for the nine months ended September 30, 2009 from
$2.3 million for the nine months ended September 30, 2008. The increase was
attributable to installation of new equipment and control systems in connection
with the increase in the number of inter-city express buses in the CME’s
networks
Business
tax. Business tax increased to $2.1 million for the nine
months ended September 30, 2009 from $1.5 million for the nine months ended
September 30, 2008. The increase was primarily attributable to Business taxes
arising from consulting services Fujian Express provided to Fujian Fenzhong in
the nine months ended September 30, 2009.
Salary. Salaries
increased to $188,000 for the nine months ended September 30, 2009, from
$145,000 for the nine months ended September 30, 2008. The increase was due to
the increase in number of staff in the production and maintenance departments in
the nine months ended September 30, 2009.
Production cost for embedded
advertisement. Production costs
increase to $589,000 for the nine months ended September 30, 2009 from nil for
the nine months ended September 30, 2008 as CME started to produce the embedded
advertisements inside the content.
Gross profit. As a
result of the foregoing, CME’s gross profit increased to $41.0 million for
the nine months ended September 30, 2009 from $27.9 million for the nine
months ended September 30, 2008. CME’s gross profit margin for the nine months
ended September 30, 2009 was 64.1% compared to the gross profit margin of
60.3% for the nine months ended September 30,
2008.
9
Operating
expenses. CME’s operating expenses increased to
$3.8 million for the nine months ended September 30, 2009 from
$2.3 million for the nine months ended September 30, 2008 due to the
following reasons:
Selling
expenses. Selling expenses were $1.9 million and
$0.8 million for the nine months ended September 30, 2009 and 2008,
respectively. The majority of selling expenses consisted of the
salary and staff welfare of the sales force and the promotion expenses. There
were no significant differences in the size of the sales force for the nine
months ended September 30, 2009 and 2008. The significant increase of the
selling expenses is mainly a result of the addition of commissions expense added
during the current quarter. Starting July 1, 2009, the CME began
paying commissions to the sales people, which is calculated based upon a
percentage of the monthly advertising
revenue. Salaries, commission and welfare expenses increased to
$1.7 million for the nine months ended September 30, 2009, from $0.6 million for
the nine months ended September 30, 2008. Promotion expenses
increased to $249,000 for the nine months ended September 30, 2009, from $3,000
for the nine months ended September 30, 2008
General and administrative
expenses. General and administrative expenses increased by
33.7% to $1.9 million for the nine months ended September 30, 2009 from
$1.5 million for the nine months ended September 30, 2008. The increase was
primarily attributable to increased salaries, rental expenses on various offices
in the PRC, professional fees, housing fund and welfare paid to additional
management and administrative personnel to meet the demand arising from CME’s
enlarged scale of operations.
Operating
income. As a result of the foregoing, CME’s operating income
increased by 45.1% to $37.2 million for the nine months ended September 30,
2009 from $25.6 million for the nine months ended September 30,
2008.
Interest
income. CME’s interest income decreased by 9.1% to $70,000 for
the nine months ended September 30, 2009 from $77,000 for the nine months ended
September 30, 2008, primarily as a result of lower interest rate from the bank
deposit.
Income tax
expenses. CME’s income tax expenses increased by 51.6% to
$9.8 million for the nine months ended September 30, 2009 from
$6.5 million for the nine months ended September 30, 2008. The increase was
primarily attributable to the increase in income before income taxes and
additional taxes relating to dividends paid, which were partially offset by the
recognition of the deferred tax of $333,000 in relationship to the accrued
concession fee and accrued severance payment for the nine months ended September
30, 2009.
10
Net income. As a
result of the foregoing, CME’s net income increased by 42.7% to
$27.4 million for the nine months ended September 30, 2009 from
$19.2 million for the nine months ended September 30, 2008. CME’s net
profit margin increased to 42.8% for the nine months ended September 30, 2009
from 41.5% for the nine months ended September 30, 2008, primarily attributable
to an increase in gross profit in the nine months ended September 30,
2009.
Three
months ended September 30, 2009 Compared to Three months ended September 30,
2008
Net
revenues. CME’s sales, net of business tax and related
surcharges increased to $26.1 million for the three months ended September
30, 2009 from $15.8 million for the three months ended September 30,
2008. The increase was primarily attributable to the significantly increased
total amount of advertising time that CME sold, an increase in average rates per
second, increase in CME’s advertising base, expansion of the geographic coverage
of CME’s network. In addition, additional revenue was generated from the
embedded advertisement which was displayed during the broadcasting of the
content for the three months ended September 30, 2009.
Cost of
sales. CME’s cost of sales increased to $8.6 million for
the three months ended September 30, 2009 from $6.5 million for the three
months ended September 30, 2008 due to the following reasons:
Concession
fees. Concession
fees charged by inter-city express bus operators increased
to $6.3 million
for the three months
ended September
30, 2009 from $5.2 million
for the three months
ended September 30, 2008.
The increase was attributable to the increase in the concession fees payable to
the group of bus operators participating in CME’s network
through the execution of long-term framework
agreements for the three months
ended September 30, 2009 and
an
increase in the number of inter-city express buses carrying CME’s
network as
a result of the increase in
number of buses operators that signed contracts with CME.
Depreciation. Depreciation
for CME’s digital television displays and hard disk drives increased to $794,000
for the three months ended September 30, 2009 from $703,000 for the three months
ended September 30, 2008. The increase was attributable to installation of new
equipment and control systems in connection with the increase in the number of
inter-city express buses in the CME’s networks.
11
Business
tax. Business tax increased to $875,000 for the three months
ended September 30, 2009 from $513,000 for the three months ended September 30,
2008. The increase was primarily attributable to Business taxes arising from
consulting services Fujian Express provided to Fujian Fenzhong in the three
months ended September 30, 2009.
Salary. Salaries
increased to $62,000 for the three months ended September 30, 2009, from
$41,000 for the three months ended September 30, 2008. The increase was due to
the increase in number of staff in the production and maintenance departments in
the three months ended September 30, 2009.
Production cost for embedded advertisement. Production costs
increase to $589,000 for the three months ended September 30, 2009 from nil for
the three months ended September 30, 2008 as CME started to produce the embedded
advertisements inside the content.
Gross profit. As a
result of the foregoing, CME’s gross profit increased to $17.5 million for
the three months ended September 30, 2009 from $9.3 million for the three
months ended September 30, 2008. CME’s gross profit margin for the three months
ended September 30, 2009 was 67.0% compared to the gross profit margin of
59.1% for the three months ended September 30, 2008.
Operating
expenses. CME’s operating expenses increased to
$2.0 million for the three months ended September 30, 2009 from
$0.8 million for the three months ended September 30, 2008 due to the
following reasons:
Selling
expenses. Selling expenses were $1.4 million and
$0.3 million for the three months ended September 30, 2009 and 2008,
respectively. The majority of selling expenses consisted of the
salary and staff welfare of the sales force and the promotion expenses. There
were no significant differences in the size of the sales force for the three
months ended September 30, 2009 and 2008. The significant increase of the
selling expenses is mainly a result of the addition of commissions expense added
during the current quarter. Starting July 1, 2009, the Company began
paying commissions to the sales people, which is calculated based upon a
percentage of the monthly advertising revenue. Salaries, commission and welfare
expenses increased to $1.3 million for the three months ended September 30,
2009, from $198,000 for the three months ended September 30,
2008. Promotion expenses increased to $239,000 for the three months
ended September 30, 2009, from $2,000 for the three months ended September 30,
2008
General and administrative
expenses. General and administrative expenses increased by
12.2% to $588,000 for the three months ended September 30, 2009 from $524,000
for the three months ended September 30, 2008. The increase was primarily
attributable to the increase salaries, rental expenses on various offices in the
PRC, professional fees, housing fund and welfare paid to additional management
and administrative personnel to meet the demand arising from CME’s enlarged
scale of operations.
12
Operating
income. As a result of the foregoing, CME’s operating income
increased by 82.3% to $15.5 million for the three months ended September
30, 2009 from $8.5 million for the three months ended September 30,
2008.
Interest
income. CME’s interest income decreased by 28.9% to $27,000
for the three months ended September 30, 2009 from $38,000 for the three months
ended September 30, 2008, primarily as a result of lower interest rate from the
bank deposit.
Income tax
expenses. CME’s income tax expenses increased by 80.2% to
$3.9 million for the three months ended September 30, 2009 from
$2.2 million for the three months ended September 30, 2008. The increase
was primarily attributable to the increase in income before income taxes, which
were partially offset by the recognition of the deferred tax of $155,000 in
relationship to the accrued concession fee and accrued severance payment for the
three months ended September 30, 2009.
Net income. As a
result of the foregoing, CME’s net income increased by 83.3% to
$11.7 million for the three months ended September 30, 2009 from
$6.4 million for the three months ended September 30, 2008. CME’s net
profit margin increased to 44.7% for the three months ended September 30, 2009
from 40.3% for the three months ended September 30, 2008, primarily
attributable to an increase in gross profit in the three months ended September
30, 2009.
Liquidity
and capital resources.
As of
September 30, 2009, CME had net cash and cash equivalents of
$40.9 million. CME’s cash primarily consists of cash on hand and cash
deposited in banks and interest-bearing savings accounts. CME’s liquidity
requirements primarily include cash required to install its equipment and
control systems on the inter-city express buses carrying its network, concession
fees payable to the inter-city express bus operators participating in its
network and its working capital needs.
For the
nine months and three months ended September 30, 2009, CME has financed its
liquidity needs primarily through cash flows from operating
activities.
13
As of
September 30, 2009 and December 31, 2008, CME’s accounts receivable, one of
the principal components of CME’s current assets, were $11.3 million and
$6.1 million, respectively. CME’s accounts receivable relate to advertising
fees payable by its clients. CME expects its accounts receivable to increase as
it continues to grow its business. CME intends to maintain its current policies
for collections of accounts receivable, which provide a 30-60-day credit period
following the month in which the advertisements are displayed. CME mitigates its
collection risk by evaluating the creditworthiness of its clients and monitoring
outstanding balances payable by its clients. In addition, as of September 30,
2009 and December 31, 2008, CME’s accounts payable, one of the principal
components of its current liabilities, were $2.0 million and
$1.6 million, respectively. CME’s accounts payable relate to concession
fees payable to the inter-city express bus operators participating in CME’s
networks. CME expects its accounts payable to increase as the number of
inter-city express buses carrying its network increases. CME settles such
concession fees on a monthly basis based on the actual number of buses carrying
its network in the preceding month. Moreover, as of September 30, 2009 and
December 31, 2008, CME’s accrued liabilities for the purchase of property, plant
and equipment were $1.5 million and $1.1 million, respectively. Such
liabilities relate to CME’s purchase of equipment and control systems. CME
believes the cash it generates from its customers, will be sufficient to fund
its expansions and payment obligations to the inter-city express bus operators
and CME’s equipment supplier.
CME
believes that its existing cash resources, the anticipated cash flows from
operating activities, will be sufficient to meet both its short-term and
long-term liquidity needs, including capital expenditure requirements to achieve
its expansion plans and the potential increase in costs as a result of becoming
a public reporting company.
14
ITEM
3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
All of
our revenues, costs and expenses are denominated in RMB. Although the conversion
of the RMB is highly regulated in China, the value of the RMB against the value
of the U.S. dollar or any other currency nonetheless may fluctuate and be
affected by, among other things, changes in China’s political and economic
conditions. Under current policy, the value of the RMB is permitted to fluctuate
within a narrow band against a basket of certain foreign currencies. China is
currently under significant international pressures to liberalize this
government currency policy, and if such liberalization were to occur, the value
of the RMB could appreciate or depreciate against the U.S. dollar.
Because
all of our earnings and cash assets are denominated in RMB, appreciation or
depreciation in the value of the RMB relative to the U.S. dollar would affect
our financial results reported in U.S. dollar terms without giving effect to any
underlying change in our business or results of operations. Fluctuations in the
exchange rate will also affect the relative value of any dividend we issue in
the future that will be exchanged into U.S. dollars and earnings from, and the
value of, any U.S. dollar-denominated investments we make in the
future.
Very
limited hedging transactions are available in China to reduce our exposure to
exchange rate fluctuations. To date, we have not entered into any hedging
transactions in an effort to reduce our exposure to foreign currency exchange
risk. While we may decide to enter into hedging transactions in the future, the
availability and effectiveness of these hedging transactions may be limited and
we may not be able to successfully hedge our exposure at all. In addition, our
currency exchange losses may be magnified by PRC exchange control regulations
that restrict our ability to convert RMB into foreign currency.
Interest
Rate Risk
CME has
not been, nor does it anticipate being, exposed to material risks due to changes
in interest rates. our risk exposure to changes in interest rates relates
primarily to the interest income generated by cash deposited in interest-bearing
savings accounts. CME has not used, and does not expect to use in the future,
any derivative financial instruments to hedge its interest risk exposure.
However, our future interest income may fall short of its expectation due to
changes in interest rates in the market.
15
ITEM
4. CONTROLS AND PROCEDURES.
We
maintain “disclosure controls and procedures,” as such term is defined under
Exchange Act Rule 13a-15(e), that are designed to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls and procedures,
our management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives and in reaching a reasonable level of assurance our
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We have carried
out an evaluation as required by Rule 13a-15(d) under the supervision
and with the participation of our management, including our Chief Executive
Officer and Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of September 30, 2009.
Based upon their evaluation and subject to the foregoing, the Chief Executive
Officer and Principal Financial Officer concluded that as of September 30, 2009
our disclosure controls and procedures were effective in ensuring that material
information relating to us, is made known to the Chief Executive Officer and
Principal Financial Officer by others within our company during the period in
which this report was being prepared.
There
were no changes in our internal controls over financial reporting identified in
connection with the evaluation that occurred during the quarter ended September
30, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.
16
PART
II
OTHER
INFORMATION
ITEM 1
LEGAL
PROCEEDINGS
None.
ITEM 1A
RISK FACTORS
None.
ITEM 2 UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
Not
applicable.
ITEM 3 DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4 SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
None.
ITEM 5 OTHER
INFORMATION
None.
ITEM 6 EXHIBITS
Exhibit No.
|
Description
|
|
31.1
|
Certification
of the Chief Executive Officer (Principal Executive Officer) pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of the Chief Financial Officer (Principal Financial Officer) pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
|
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002
|
17
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.
CHINA
MEDIAEXPRESS HOLDINGS, INC.
|
||
Date: November
16, 2009
|
By:
|
/s/ Zheng Cheng
|
Name: Zheng
Cheng
|
||
Title:
Chief Executive Officer
|
18