UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2015
Commission
File Number: 001-33765
AIRMEDIA GROUP INC.
17/F, Sky
Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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| AIRMEDIA GROUP INC. |
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| By: |
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/s/ Herman Man Guo |
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Name: |
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Herman Man Guo |
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Title: |
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Chairman and Chief Executive Officer |
Date: November 19, 2015
EXHIBIT INDEX
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| Exhibit
No. |
|
Description |
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| 99.1 |
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Press Release |
Exhibit 99.1
AirMedia Announces Unaudited Third Quarter 2015 Financial Results
Beijing, China – November 17, 2015 – AirMedia Group Inc. (“AirMedia” or the “Company”) (Nasdaq: AMCN), a leading operator
of out-of-home advertising platforms in China targeting mid-to-high-end consumers, as well as a first-mover in the market of Wi-Fi services on long-haul buses, trains and airplanes, today announced its unaudited financial results for the third
quarter ended September 30, 2015.
Third Quarter 2015 Financial Highlights
Pursuant to the agreement to sell 75% equity interest of AirMedia Group Co., Ltd. to Longde Wenchuang Fund Management Co., Ltd. (“Longde Wenchuang”),
which was previously announced on June 15, 2015 (the “Transaction”), starting from the second quarter of 2015, the financial results associated with the Company’s stand-alone digital frames, mega-size LED screens, traditional
media in airports, unipole signs and other outdoors media, which form the Transaction, were classified as discontinued operations. As a result, revenues in our financial statements for the third quarter of 2015 and comparable periods in the third
quarter of 2014 and in the previous quarter reflected revenues from continuing operations only.
| |
• |
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Revenues decreased by 41.7% year-over-year and 12.4% quarter-over-quarter to US$10.4 million. |
| |
• |
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Net revenues decreased by 41.3% year-over-year and 10.9% quarter-over-quarter to US$10.4 million. |
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• |
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Net loss attributable to AirMedia’s shareholders was US$9.7 million. Basic and diluted net loss attributable to AirMedia’s shareholders per American Depositary Share (“ADS”) were both US$0.16.
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| |
• |
|
Adjusted EBITDA from continuing operations attributable to AirMedia’s shareholders (non-GAAP), which is EBITDA from continuing operations attributable to AirMedia’s shareholders excluding share-based
compensation expenses, was a loss of US$17.5 million, compared to a loss of US$9.5 million in the same period one year ago. |
“Our
transaction with Longde Wenchuang is proceeding well. We have received the first installment of consideration payment and are working to fulfill the preconditions of the second installment,” commented Mr. Herman Guo, chairman and chief
executive officer of AirMedia.
“We are excited that net income from discontinued operations attributable to AirMedia’s shareholders increased
53.8% year-over-year to US$10 million in the third quarter of 2015. This gives us strong confidence to achieve the earnout profit target in 2015,” Mr. Richard Wu, AirMedia’s chief financial officer, commented.
1
Third Quarter 2015 Financial Results
Revenues
Revenues from continuing
operations
Revenues from continuing operations for the third quarter of 2015 decreased by 41.7% year-over-year and 12.4% quarter-over-quarter to
US$10.4 million. The year-over-year decrease was primarily due to a soft advertising market and the divestiture of TV-attached digital frames and digital TV screens in airports in February 2015, as previously discussed in our first quarter 2015
financial results. The quarter-over-quarter decrease was primarily due to a decrease in revenues from the remaining media business in air travel sector, which was partially offset by an increase in revenues from the gas station media network.
Business tax and other sales tax
Business tax and
other sales tax for the third quarter of 2015 were US$65,000, compared to US$253,000 in the same period one year ago and US$274,000 in the previous quarter.
Net revenues
Net revenues for the third quarter
of 2015 reached US$10.4 million, representing a year-over-year decrease of 41.3% from US$17.6 million in the same period one year ago and a quarter-over-quarter decrease of 10.9% from US$11.6 million in the previous quarter.
Cost of Revenues
Cost of revenues for the
third quarter of 2015 was US$22.9 million, which reflected a year-over-year decrease of 9.5% from US$25.3 million and a quarter-over-quarter decrease of 4.7% from US$24.0 million in the previous quarter. The year-over-year decrease was primarily due
to lower agency fees for third-party advertising agencies and lower concession fees. The quarter-over-quarter decrease was primarily due to lower concession fees, which was partially offset by higher agency fees for third-party advertising agencies.
Cost of revenues as a percentage of net revenues in the third quarter of 2015 was 220.9%, up from 143.3% in the same period one year ago and 206.7% in the previous quarter.
Concession fees for the third quarter of 2015 decreased by 1.7% year-over-year and decreased by 9.6% quarter-over-quarter to US$18.1 million. The
quarter-over-quarter decrease was primarily due to the expiration or suspension of certain concession rights contracts. Concession fees as a percentage of net revenues in the third quarter of 2015 was 174.5%, increasing from 104.3% in the same
period one year ago and 172.0% in the previous quarter. The year-over-year and quarter-over-quarter increases of concession fees as a percentage of net revenues were primarily due to the fact that net revenues decreased fast than concession fees.
Gross Profit
As a result of the
above, gross profit for the third quarter of 2015 was negative US$12.5 million, compared to gross profit of negative US$7.6 million in the same period one year ago and negative US$12.4 million in the previous quarter.
Gross profit as a percentage of net revenues for the third quarter of 2015 was negative 120.9%, compared to negative 43.3% in the same period one year ago and
negative 106.7% in the previous quarter. The year-over-year and quarter-over-quarter decreases in gross profit as a percentage of net revenues were primarily due to the fact that net revenues decreased faster than cost of revenues.
2
Operating Expenses
Total operating expenses for the third quarter of 2015 were US$9.7 million, which increased by 34.6% from US$7.2 million in the same period one year ago and
increased by 17.9% quarter-over-quarter from US$8.2 million in the previous quarter.
Share-based compensation expenses included in the total operating
expenses for the third quarter of 2015 were US$206,000, compared with US$92,000 in the same period one year ago and US$139,000 in the previous quarter. The year-over-year and quarter-over-quarter increases were primarily due to an increase in the
number of stock options vested in the third quarter of 2015.
Selling and marketing expenses for the third quarter of 2015 were US$2.2 million. This
reflected a year-over-year decrease of 25.2% from US$3.0 million one year ago and a quarter-over-quarter decrease of 20.1% from US$2.8 million in the previous quarter. The year-over-year decrease was primarily due to lower sales commissions for the
Company’s direct sales force. The quarter-over-quarter decrease was primarily due to lower sales commissions for the Company’s direct sales force and lower public relations expenses.
General and administrative expenses for the third quarter of 2015 were US$7.4 million. This represented a year-over-year increase of 77.2% from US$4.2 million
in the same period one year ago and a quarter-over-quarter increase of 37.5% from US$5.4 million in the previous quarter. The year-over-year increase was primarily due to higher salary expenses, higher bad-debt provisions, and higher professional
fees, which was partially offset by lower research and development expenses. The quarter-over-quarter increase was primarily due to higher professional fees and higher salary expenses.
Loss from Operations
Loss from operations
for the third quarter of 2015 was US$22.2 million, compared to loss from operations of US$14.8 million in the same period one year ago and loss from operations of US$20.6 million in the previous quarter. Loss from operations as a percentage of net
revenues for the third quarter of 2015 was negative 214.3%, compared to negative 84.1% in the same period one year ago and negative 177.3% in the previous quarter.
Income Tax Expenses
Income tax expenses
for the third quarter of 2015 were US$72,000, compared to income tax expenses of US$298,000 in the same period one year ago and income tax expenses of US$2.7 million in the previous quarter.
Net Income from Discontinued Operations Attributable to AirMedia’s Shareholders
Net income from discontinued operations attributable to AirMedia’s shareholders, which reflected net income from the product lines agreed to be sold in
the Transaction, were US$10.0 million, compared to net income from discontinued operations attributable to AirMedia’s shareholders of US$6.5 million in the same period one year ago and net income from discontinued operations attributable to
AirMedia’s shareholders of US$1.3 million in the previous quarter.
3
Net Loss Attributable to AirMedia’s Shareholders
Net loss attributable to AirMedia’s shareholders for the third quarter of 2015 was US$9.7 million, compared to net loss attributable to AirMedia’s
shareholders of US$5.5 million in the same period one year ago and net loss attributable to AirMedia’s shareholders of US$19.4 million in the previous quarter. The basic net loss attributable to AirMedia’s shareholders per ADS for the
third quarter of 2015 was US$0.16, compared to basic net loss attributable to AirMedia’s shareholders per ADS of US$0.10 in the same period one year ago and basic net loss attributable to AirMedia’s shareholders per ADS of US$0.32 in the
previous quarter. The diluted net loss attributable to AirMedia’s shareholders per ADS for the third quarter of 2015 was US$0.16, compared to diluted net loss attributable to AirMedia’s shareholders per ADS of US$0.10 in the same period
one year ago and diluted net loss attributable to AirMedia’s shareholders per ADS of US$0.32 in the previous quarter.
Adjusted EBITDA from
Continuing Operations Attributable to AirMedia’s Shareholders
Adjusted EBITDA from continuing operations attributable to AirMedia’s
shareholders (non-GAAP), which is EBITDA attributable to AirMedia’s shareholders excluding share-based compensation expenses, was a loss of US$17.5 million, compared to adjusted EBITDA attributable to AirMedia’s shareholders (non-GAAP) of
a loss of US$9.5 million in the same period one year ago and adjusted EBITDA attributable to AirMedia’s shareholders (non-GAAP) of a loss of US$15.8 million in the previous quarter.
Please refer to the attached table captioned “Reconciliation of GAAP Net Loss to Adjusted EBITDA” for a reconciliation of net loss under U.S. GAAP
to adjusted EBITDA (non-GAAP).
Cash and cash equivalents, Restricted Cash and Short-term Investments
Cash and cash equivalents, restricted cash and short-term investments totaled US$127.7 million as of September 30, 2015, compared to US$81.1 million as of
December 31, 2014. The increase in cash and cash equivalents, restricted cash and short-term investments was due to the receipt of RMB800 million (US$125.9 million), the first installment of the consideration of the Transaction with Longde
Wenchuang.
Other Recent Developments
On
September 30, 2015, AirMedia announced that it has entered into a definitive Agreement and Plan of Merger with AirMedia Holdings Ltd. (“Parent”) and AirMedia Merger Company Limited, a wholly owned subsidiary of Parent, pursuant to
which Parent will acquire AirMedia for US$3.00 per ordinary share of the Company or US$6.00 per American depositary share, each representing two Shares.
Earnings Conference Call Details
AirMedia will
hold a conference call to discuss the third quarter 2015 earnings at 8:00 PM U.S. Eastern Time on November 17, 2015 (5:00 PM U.S. Pacific Time on November 17, 2015; 9:00 AM Beijing/Hong Kong time on November 18, 2015). AirMedia’s
management team will be on the call to discuss financial results and operational highlights and answer questions.
Conference Call Dial-in Information
U.S.: +1 866 519 4004
Hong Kong: +852 800 906 601
International: +65 6713 5090
China: +86 400 620 8038
Pass code: AMCN
A replay of the call will be available for 1
week between 11:00 p.m. on November 17, 2015 and 11:59 p.m. on November 25, 2015, Eastern Time.
Replay Dial-in Information
U.S.: +1 855 452 5696
International: +61 2 8199 0299
Conference ID: 66066551
4
Additionally, a live and archived webcast of this call will be available on the Investor Relations section of
AirMedia’s corporate website at http://ir.airmedia.net.cn.
Use of Non-GAAP Financial Measures
AirMedia’s management uses non-GAAP financial measures to gain an understanding of AirMedia’s comparative operating performance and future prospects.
EBITDA is being used as a non-GAAP measurement in evaluating the operating performance. EBITDA consists of net (loss)/income attributable to AirMedia Group Inc.’s shareholders before interest income/(expense), income tax expense/(benefit),
depreciation, and amortization of acquired intangible assets.
Adjusted EBITDA represents EBITDA adjusted for share-based compensation. Our management
believes that the use of adjusted EBITDA eliminates items that, management believes, have less bearing on our operating performance, thereby highlighting trends in our core business which may not otherwise be apparent.
EBITDA is used by AirMedia’s management in their financial and operating decision-making as a non-GAAP financial measure, because management believes it
reflects AirMedia’s ongoing business and operating performance in a manner that allows meaningful period-to-period comparisons. AirMedia’s management believes that EBITDA measures provide useful information to investors and others in
understanding and evaluating AirMedia’s operating performance in the same manner as management does, if they so choose. Specifically, AirMedia believes the EBITDA measures provide useful information to both management and investors by excluding
certain charges that the Company believes are not indicative of its core operating results.
The non-GAAP financial measures have limitations. They do not
include all items of income and expense that affect AirMedia’s income from operations. Specifically, these non-GAAP financial measures are not prepared in accordance with GAAP, may not be comparable to non-GAAP financial measures used by other
companies and, with respect to the non-GAAP financial measures that exclude certain items under GAAP, do not reflect any benefit that such items may confer to AirMedia. Management compensates for these limitations by also considering AirMedia’s
financial results as determined in accordance with GAAP. The presentation of this additional information is not meant to be considered superior to, in isolation from or as a substitute for results prepared in accordance with US GAAP.
About AirMedia
AirMedia Group Inc. (Nasdaq: AMCN) is a
leading operator of out-of-home advertising platforms in China targeting mid-to-high-end consumers, as well as a first-mover in the market of Wi-Fi services on long-haul buses, trains and airplanes. AirMedia operates the largest digital media
network in China dedicated to air travel advertising. AirMedia operates digital frames in most of the 30 largest airports in China. In addition, AirMedia sells advertisements on the routes operated by seven airlines, including the four largest
airlines in China. In selected major airports, AirMedia also operates traditional media platforms, such as billboards and light boxes, and other digital media, such as mega-size LED screens.
5
In addition, AirMedia has obtained exclusive contractual concession rights until the end of 2020 to develop and
operate outdoor advertising platforms at Sinopec’s service stations located throughout China.
AirMedia, which is in the process of transforming into
a leading in-flight and on-train Wi-Fi operator in China, has obtained concession rights to install and operate Wi-Fi systems on the airplanes operated by Hainan Airlines Group and on the trains operated by several main railway bureaus in China,
including Beijing Railway Bureau, Shanghai Railway Bureau and Guangzhou Railway (Group) Corporation.
For more information about AirMedia, please visit
http://www.airmedia.net.cn.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,”
“estimate,” “confident” and similar statements. Among other things, the Business Outlook section and the quotations from management in this announcement, as well as AirMedia Group Inc.’s strategic and operational plans,
contain forward-looking statements. AirMedia may also make written or oral forward-looking statements in its reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials
and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about AirMedia’s beliefs and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited
to: if advertisers or the viewing public do not accept, or lose interest in, AirMedia’s air travel advertising network, AirMedia may be unable to generate sufficient cash flow from its operating activities and its prospects and results of
operations could be negatively affected; AirMedia derives most of its revenues from the provision of air travel advertising services, and any slowdown in the air travel advertising industry in China may materially and adversely affect its revenues
and results of operations; AirMedia’s strategy of expanding its advertising network by building new air travel media platforms and expanding into traditional media in airports may not succeed, and its failure to do so could materially reduce
the attractiveness of its network and harm its business, reputation and results of operations; if AirMedia does not succeed in its expansion into gas station, in-flight internet services and in-air multimedia platform or other outdoors media
advertising, its future results of operations and growth prospects may be materially and adversely affected; if AirMedia’s customers reduce their advertising spending or are unable to pay AirMedia in full, in part or at all for a period of time
due to an economic downturn in China and/or elsewhere or for any other reason, AirMedia’s revenues and results of operations may be materially and adversely affected; AirMedia faces risks related to health epidemics, which could materially and
adversely affect air travel and result in reduced demand for its advertising services or disrupt its operations; if AirMedia is unable to retain existing concession rights contracts or obtain new concession rights contracts on commercially
advantageous terms that allow it to operate its advertising platforms, AirMedia may be unable to maintain or expand its network coverage and its business and prospects may be harmed; a significant portion of AirMedia’s revenues has been derived
from the six largest airports and four largest airlines in China, and if any of these airports or airlines experiences a material business disruption, AirMedia’s ability to generate revenues and its results of operations would be materially and
adversely affected; AirMedia’s limited operating history makes it difficult to evaluate its future prospects and results of operations; and other risks outlined in AirMedia’s filings with the U.S. Securities and Exchange Commission.
AirMedia does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
6
Investor Contact:
Raymond Huang
Senior Director of Investor Relations
AirMedia Group Inc.
Tel: +86-10-8460-8678
Email: ir@airmedia.net.cn
7
AirMedia Group Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S.
dollars in thousands)
|
|
|
|
|
|
|
|
|
| |
|
September 30,
2015 |
|
|
December 31,
2014 |
|
|
|
|
| ASSETS: |
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
123,916 |
|
|
|
60,117 |
|
| Restricted cash |
|
|
— |
|
|
|
3,223 |
|
| Short-term investments |
|
|
3,776 |
|
|
|
17,729 |
|
| Accounts receivable, net |
|
|
19,260 |
|
|
|
23,534 |
|
| Notes receivable |
|
|
— |
|
|
|
762 |
|
| Prepaid concession fees |
|
|
10,096 |
|
|
|
13,012 |
|
| Amount due from related parties |
|
|
787 |
|
|
|
810 |
|
| Other current assets |
|
|
8,887 |
|
|
|
7,305 |
|
| Deferred tax assets - current |
|
|
88 |
|
|
|
484 |
|
| Assets held for sale |
|
|
169,706 |
|
|
|
156,691 |
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
336,516 |
|
|
|
283,667 |
|
|
|
|
|
|
|
|
|
|
| Prepaid equipment costs |
|
|
31,159 |
|
|
|
45,176 |
|
| Property and equipment, net |
|
|
50,253 |
|
|
|
35,381 |
|
| Long-term deposits |
|
|
8,424 |
|
|
|
8,511 |
|
| Deferred tax assets - non-current |
|
|
5,265 |
|
|
|
10,251 |
|
| Long-term investments |
|
|
17,832 |
|
|
|
5,962 |
|
| Acquired intangible assets, net |
|
|
2,503 |
|
|
|
521 |
|
| Other non-current assets |
|
|
14,230 |
|
|
|
6,128 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
|
466,182 |
|
|
|
395,597 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY: |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Short-term loan (including short-term loan of the consolidated variable interest entities without recourse to AirMedia Group Inc. nil
and nil as of December 31, 2014 and September 30, 2015, respectively) |
|
|
— |
|
|
|
3,000 |
|
| Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to AirMedia Group Inc.
$37,078 and $32,338 as of December 31, 2014 and September 30, 2015, respectively) |
|
|
33,930 |
|
|
|
39,804 |
|
| Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable
interest entities without recourse to AirMedia Group Inc. $3,777 and $129,236 as of December 31, 2014 and September 30, 2015, respectively) |
|
|
130,239 |
|
|
|
4,863 |
|
| Deferred revenue (including deferred revenue of the consolidated variable interest entities without recourse to AirMedia Group Inc.
$3,998 and $3,909 as of December 31 2014 and September 30, 2015, respectively) |
|
|
3,952 |
|
|
|
4,004 |
|
| Income tax payable (including income tax payable of the consolidated variable interest entities without recourse to AirMedia Group Inc.
$408 and $926 as of December 31, 2014 and September 30, 2015, respectively) |
|
|
989 |
|
|
|
967 |
|
| Liabilities held for sale |
|
|
69,688 |
|
|
|
72,700 |
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
238,798 |
|
|
|
125,338 |
|
|
|
|
|
|
|
|
|
|
| Other non-current liabilities (including other non-current liabilities of the consolidated variable interest entities without recourse
to AirMedia Group Inc. $1,257 and $1,227 as of December 31, 2014 and September 30, 2015, respectively) |
|
|
1,227 |
|
|
|
1,257 |
|
| Deferred tax liability - non-current (including deffered tax liability-non-current of the consolidated variable interest entities
variable interest entities without recourse to AirMedia Group Inc. $130 and $101 as of December 31, 2014 and September 30, 2015, respectively) |
|
|
101 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
240,126 |
|
|
|
126,725 |
|
|
|
|
|
|
|
|
|
|
| Equity |
|
|
|
|
|
|
|
|
| Ordinary shares |
|
|
128 |
|
|
|
128 |
|
| Additional paid-in capital |
|
|
323,042 |
|
|
|
323,167 |
|
| Treasury stock |
|
|
(5,720 |
) |
|
|
(9,236 |
) |
| Statutory reserves |
|
|
11,309 |
|
|
|
11,381 |
|
| Accumulated deficits |
|
|
(145,315 |
) |
|
|
(110,519 |
) |
| Accumulated other comprehensive income |
|
|
28,456 |
|
|
|
33,815 |
|
|
|
|
|
|
|
|
|
|
| Total AirMedia Group Inc.’s shareholders’ equity |
|
|
211,900 |
|
|
|
248,736 |
|
|
|
|
|
|
|
|
|
|
| Noncontrolling interests |
|
|
14,156 |
|
|
|
20,136 |
|
|
|
|
|
|
|
|
|
|
| Total equity |
|
|
226,056 |
|
|
|
268,872 |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and equity |
|
|
466,182 |
|
|
|
395,597 |
|
|
|
|
|
|
|
|
|
|
8
AirMedia Group Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars in thousands, except share and ADS related data)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
September 30,
2015 |
|
|
June 30,
2015 |
|
|
September 30,
2014 |
|
|
|
|
|
| Revenues |
|
|
10,421 |
|
|
|
11,892 |
|
|
|
17,884 |
|
| Business tax and other sales tax |
|
|
(65 |
) |
|
|
(274 |
) |
|
|
(253 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenues |
|
|
10,356 |
|
|
|
11,618 |
|
|
|
17,631 |
|
| Cost of revenues |
|
|
22,881 |
|
|
|
24,016 |
|
|
|
25,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
(12,525 |
) |
|
|
(12,398 |
) |
|
|
(7,642 |
) |
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| Selling and marketing * |
|
|
2,232 |
|
|
|
2,793 |
|
|
|
2,984 |
|
| General and administrative * |
|
|
7,439 |
|
|
|
5,412 |
|
|
|
4,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
|
9,671 |
|
|
|
8,205 |
|
|
|
7,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from operations |
|
|
(22,196 |
) |
|
|
(20,603 |
) |
|
|
(14,825 |
) |
| Interest income, net |
|
|
132 |
|
|
|
76 |
|
|
|
216 |
|
| Other income, net |
|
|
415 |
|
|
|
145 |
|
|
|
701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income taxes |
|
|
(21,649 |
) |
|
|
(20,382 |
) |
|
|
(13,908 |
) |
| Income tax expenses |
|
|
(72 |
) |
|
|
(2,724 |
) |
|
|
(298 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss before net loss of equity method investments |
|
|
(21,721 |
) |
|
|
(23,106 |
) |
|
|
(14,206 |
) |
| Net income/(loss) from continuing operations of equity method investments |
|
|
232 |
|
|
|
(77 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss from continuing operations |
|
|
(21,489 |
) |
|
|
(23,183 |
) |
|
|
(14,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Less: Net loss from continuing operations attributable to noncontrolling interests |
|
|
(1,792 |
) |
|
|
(2,406 |
) |
|
|
(2,228 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss from continuing operations attributable to AirMedia Group Inc.’s shareholders |
|
|
(19,697 |
) |
|
|
(20,777 |
) |
|
|
(12,011 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income from discontinued operations attributable to AirMedia Group Inc.’s shareholders |
|
|
9,954 |
|
|
|
1,335 |
|
|
|
6,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss attributable to AirMedia Group Inc.’s shareholders |
|
|
(9,743 |
) |
|
|
(19,442 |
) |
|
|
(5,539 |
) |
| Net loss from continuing operations attributable to AirMedia Group Inc.’s shareholders per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
(0.16 |
) |
|
|
(0.17 |
) |
|
|
(0.10 |
) |
| Diluted |
|
|
(0.16 |
) |
|
|
(0.17 |
) |
|
|
(0.10 |
) |
|
|
|
|
| Net income from discontinued operations attributable to AirMedia Group Inc.’s shareholders per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
0.08 |
|
|
|
0.01 |
|
|
|
0.05 |
|
| Diluted |
|
|
0.08 |
|
|
|
0.01 |
|
|
|
0.05 |
|
|
|
|
|
| Net loss attributable to AirMedia Group Inc.’s shareholders per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
(0.08 |
) |
|
|
(0.16 |
) |
|
|
(0.05 |
) |
| Diluted |
|
|
(0.08 |
) |
|
|
(0.16 |
) |
|
|
(0.05 |
) |
|
|
|
|
| Net loss attributable to AirMedia Group Inc.’s shareholders per ADS |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
(0.16 |
) |
|
|
(0.32 |
) |
|
|
(0.10 |
) |
| Diluted |
|
|
(0.16 |
) |
|
|
(0.32 |
) |
|
|
(0.10 |
) |
| Weighted average ordinary shares outstanding used in computing net loss from continuing operations per ordinary share - basic |
|
|
122,638,928 |
|
|
|
121,208,231 |
|
|
|
119,247,547 |
|
|
|
|
|
| Weighted average ordinary shares outstanding used in computing net loss from continuing operations per ordinary share -
diluted |
|
|
122,638,928 |
|
|
|
121,208,231 |
|
|
|
119,247,547 |
|
|
|
|
|
| Weighted average ordinary shares outstanding used in computing net income from discontinued operations per ordinary share -
basic |
|
|
122,638,928 |
|
|
|
121,208,231 |
|
|
|
119,247,547 |
|
|
|
|
|
| Weighted average ordinary shares outstanding used in computing net income from discontinued operations per ordinary share -
diluted |
|
|
128,543,158 |
|
|
|
128,303,504 |
|
|
|
119,612,464 |
|
|
|
|
|
| * Share-based compensation charges included are as follow: |
|
|
|
|
|
|
|
|
|
|
|
|
| Selling and marketing |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| General and administrative |
|
|
206 |
|
|
|
139 |
|
|
|
92 |
|
9
AirMedia Group Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In U.S. dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
September 30,
2015 |
|
|
June 30,
2015 |
|
|
September 30,
2014 |
|
| Net loss from continuing operations |
|
|
(21,489 |
) |
|
|
(23,183 |
) |
|
|
(14,239 |
) |
| Other comprehensive (loss)/income |
|
|
(1,290 |
) |
|
|
(14 |
) |
|
|
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive loss from continuing operations |
|
|
(22,779 |
) |
|
|
(23,197 |
) |
|
|
(11,995 |
) |
| Less: comprehensive loss from continuing operations attributable to the noncontrolling interest |
|
|
(2,124 |
) |
|
|
(2,407 |
) |
|
|
(1,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive loss from continuing operations attributable to AirMedia Group Inc.’s shareholders |
|
|
(20,655 |
) |
|
|
(20,790 |
) |
|
|
(10,008 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10
AirMedia Group Inc.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(In
U.S. dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
September 30,
2015 |
|
|
June 30,
2015 |
|
|
September 30,
2014 |
|
|
|
|
|
| Net loss from continuing operations attributable to AirMedia Group Inc.’s shareholders (GAAP) |
|
|
(19,697 |
) |
|
|
(20,777 |
) |
|
|
(12,011 |
) |
| Interest income, net |
|
|
(132 |
) |
|
|
(76 |
) |
|
|
(216 |
) |
| Depreciation |
|
|
1,839 |
|
|
|
2,005 |
|
|
|
2,236 |
|
| Income tax expenses |
|
|
72 |
|
|
|
2,724 |
|
|
|
298 |
|
| Amortization of acquired intangible assets |
|
|
169 |
|
|
|
171 |
|
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EBIDTA attributable to AirMedia Group Inc.’s shareholders (non-GAAP) |
|
|
(17,749 |
) |
|
|
(15,953 |
) |
|
|
(9,621 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based compensation |
|
|
206 |
|
|
|
139 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBIDTA from continuing operations attributable to AirMedia Group Inc.’s shareholders (non-GAAP) |
|
|
(17,543 |
) |
|
|
(15,814 |
) |
|
|
(9,529 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Airmedia Grp. ADS, Each Representing Two Ordinary Shares (MM) (NASDAQ:AMCN)
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Airmedia Grp. ADS, Each Representing Two Ordinary Shares (MM) (NASDAQ:AMCN)
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From Jun 2023 to Jun 2024
