Delaware
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20-8951489
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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Large
Accelerated Filer o
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Accelerated
Filer þ
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Non-Accelerated
Filer (Do not check if a smaller reporting company) o
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Smaller
reporting company o
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Page
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Part
I
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FINANCIAL
INFORMATION
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2 | |||
ITEM
1
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FINANCIAL
STATEMENTS
|
2 | |||
ITEM
2
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
15 | |||
ITEM
3
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
21 | |||
ITEM
4
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CONTROLS
AND PROCEDURES.
|
22 | |||
Part
II
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OTHER
INFORMATION
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22 | |||
ITEM
1
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LEGAL
PROCEEDINGS
|
22 | |||
ITEM
1A.
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RISK
FACTORS
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22 | |||
ITEM
2
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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22 | |||
ITEM
3
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DEFAULTS
UPON SENIOR SECURITIES
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22 | |||
ITEM
4
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(REMOVED AND
RESERVED)
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22 | |||
ITEM
5
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OTHER
INFORMATION
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22 | |||
ITEM
6
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EXHIBITS
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23 |
ITEM
1
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FINANCIAL
STATEMENTS
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September
30,
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December
31,
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|||||||
2010
|
2009
|
|||||||
ASSETS
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||||||||
Current
Assets:
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||||||||
Cash
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$ | 169,947 | $ | 57,151 | ||||
Accounts
receivable
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20,337 | 12,569 | ||||||
Prepaid
expenses and other current assets
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3,766 | 251 | ||||||
Total
current assets
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$ | 194,050 | $ | 69,971 | ||||
Non-current
Assets:
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||||||||
Property
and equipment, net
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$ | 11,734 | $ | 11,065 | ||||
Long
term prepayment
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12,060 | - | ||||||
Deferred
tax assets
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3,083 | 1,943 | ||||||
Total
non-current assets
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$ | 26,877 | $ | 13,008 | ||||
Total
assets
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$ | 220,927 | $ | 82,979 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
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||||||||
Current
Liabilities:
|
||||||||
Accounts payable
(including accounts payable of the consolidated variable interest
entities ("VIEs") without recourse to China MediaExpress Holdings, Inc.
(the "Company") of $2,904 and $2,179 as of September 30, 2010, and
December 31, 2009, respectively)
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$ | 2,904 | $ | 2,179 | ||||
Amounts
due to related parties
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3,498 | 13,315 | ||||||
Payables for acquisitions of
equipment (including amounts due to payables for acquisition of
equipment of the consolidated VIEs without recourse to the Company of
$1,676 and $2,071 as of September 30, 2010, and December 31, 2009,
respectively)
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1,676 | 2,071 | ||||||
Income
tax payable
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10,529 | 5,765 | ||||||
Accrued expenses and other
current liabilities (including accrued expenses and other current
liabilities of the consolidated VIEs without recourse to the Company of
$3,615 and $2,374 as of September 30, 2010, and December 31, 2009,
respectively)
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6,671 | 4,144 | ||||||
Accrued concession fees - current
(including current portion of accrued concession fees of the
consolidated VIEs without recourse to the Company of $3,047 and $1,134 as
of September 30, 2010, and December 31, 2009,
respectively)
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3,047 | 1,134 | ||||||
Total
current liabilities
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$ | 28,325 | $ | 28,608 | ||||
Non-current
Liability:
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||||||||
Accrued concession fees -
non-current (including non-current portion of accrued concession
fees of the consolidated VIEs without recourse to the Company of $9,286
and $6,639 as of September 30, 2010, and December 31, 2009,
respectively)
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$ | 9,286 | $ | 6,639 | ||||
Total
non-current liability
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$ | 9,286 | $ | 6,639 | ||||
Total
liabilities
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$ | 37,611 | $ | 35,247 | ||||
Commitment
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||||||||
Shareholders'
equity
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||||||||
Common shares ($0.001 par
value: 40,000,000 shares authorized; 34,290,552 and 24,859,368 shares
issued and outstanding as of September 30, 2010 and December 31, 2009,
respectively)
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$ | 34 | $ | 24 | ||||
Preferred Shares ($0.001
par value: 1,000,000
shares authorized; 1,000,000 and 0 shares issued and outstanding as of
September 30, 2010 and December 31, 2009 and, respectively; liquidation
value: $30,000 as of September 30, 2010
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22,095 | - | ||||||
Additional
paid-in capital
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73,640 | 1,960 | ||||||
Subscription
receivable from shareholders
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- | (3,350 | ) | |||||
Accumulated
other comprehensive income
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3,010 | 1,346 | ||||||
Statutory
reserve
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8,834 | 8,834 | ||||||
Retained
earnings
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75,703 | 38,918 | ||||||
Total
shareholders' equity
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$ | 183,316 | $ | 47,732 | ||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | 220,927 | $ | 82,979 |
Three months ended September
30,
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Nine months ended September
30,
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|||||||||||||||
2010
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2009
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2010
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2009
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|||||||||||||
Revenue,
net
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$ | 56,956 | $ | 26,122 | $ | 154,992 | $ | 63,983 | ||||||||
Cost
of revenue
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(13,198 | ) | (8,630 | ) | (42,527 | ) | (22,992 | ) | ||||||||
Gross
profit
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43,758 | 17,492 | 112,465 | 40,991 | ||||||||||||
Selling
expenses
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(2,281 | ) | (1,371 | ) | (6,171 | ) | (1,897 | ) | ||||||||
Administrative
expenses
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(228 | ) | (588 | ) | (2,506 | ) | (1,941 | ) | ||||||||
Total
operating expenses
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(2,509 | ) | (1,959 | ) | (8,677 | ) | (3,838 | ) | ||||||||
Income
from operations
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41,249 | 15,533 | 103,788 | 37,153 | ||||||||||||
Interest
income
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106 | 27 | 251 | 70 | ||||||||||||
Income
before income tax expense
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41,355 | 15,560 | 104,039 | 37,223 | ||||||||||||
Income
tax expense
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(10,224 | ) | (3,896 | ) | (26,262 | ) | (9,823 | ) | ||||||||
Net
income
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$ | 31,131 | $ | 11,664 | $ | 77,777 | $ | 27,400 | ||||||||
Deemed
dividend on convertible preferred shares
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- | - | (9,242 | ) | - | |||||||||||
Income
attributable to holders of common shares
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$ | 31,131 | $ | 11,664 | $ | 68,535 | $ | 27,400 | ||||||||
Earnings
per share:
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||||||||||||||||
Basic
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$ | 0.92 | $ | 0.56 | $ | 2.09 | $ | 1.31 | ||||||||
Diluted
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$ | 0.81 | $ | 0.56 | $ | 1.86 | $ | 1.31 | ||||||||
Weighted
average number of shares used in calculating:
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||||||||||||||||
Basic
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33,823,161 | 20,915,000 | 32,805,597 | 20,915,000 | ||||||||||||
Diluted
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38,430,241 | 20,915,000 | 36,929,298 | 20,915,000 |
Nine months ended September
30,
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||||||||
2010
|
2009
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|||||||
Cash
flows from operating activities:
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||||||||
Net
income
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$ | 77,777 | $ | 27,400 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
of property and equipment
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2,942 | 2,351 | ||||||
Amortization
of long term prepayment
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1,575 | - | ||||||
Deferred
tax
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(1,085 | ) | (332 | ) | ||||
Changes
in operating assets and liabilities:
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||||||||
Accounts
receivable
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(8,005 | ) | (5,228 | ) | ||||
Prepaid
expenses and other current assets
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(17,399 | ) | 33 | |||||
Accounts
payable
|
859 | 465 | ||||||
Amounts
due to related parties
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- | 710 | ||||||
Income
tax payable
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4,587 | 1,495 | ||||||
Accrued
expenses and other current liabilities
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2,953 | 1,744 | ||||||
Accrued
concession fees
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4,759 | 1,140 | ||||||
Accrued
severance payment
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- | 86 | ||||||
Net
cash from operating activities
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$ | 68,963 | $ | 29,864 | ||||
Cash
flows used in investing activities:
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||||||||
Acquisitions
of property and equipment, net of related payables
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$ | (3,610 | ) | $ | (1,415 | ) | ||
Cash
flows from (used in) financing activities:
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||||||||
Dividend
paid to shareholders
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$ | - | $ | (17,555 | ) | |||
Exercise
of warrants
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47,616 | - | ||||||
Issuance
of preferred shares and warrants
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30,000 | - | ||||||
Payment
of additional consideration in relation to the Share
Exchange
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(20,890 | ) | - | |||||
Repayment
of promissory note in connection with Share Exchange
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(10,000 | ) | - | |||||
Transaction
cost paid for issuance of preferred shares and warrants
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(583 | ) | - | |||||
Net
cash from (used in) financing activities
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$ | 46,143 | $ | (17,555 | ) | |||
Effect
of foreign currency translation adjustments on cash
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$ | 1,300 | $ | (36 | ) | |||
Net
increase in cash
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$ | 112,796 | $ | 10,858 | ||||
Cash
at the beginning of the period
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57,151 | 29,997 | ||||||
Cash
at the end of the period
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$ | 169,947 | $ | 40,855 | ||||
Supplemental
disclosure of cash flow information:
|
||||||||
Income
taxes paid
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$ | 22,759 | $ | 8,328 | ||||
Interest
paid
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$ | - | $ | - | ||||
Supplemental
schedule of non-cash investing and financing activities:
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||||||||
Deemed
dividend on convertible preferred shares
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$ | 9,242 | - | |||||
Acquisitions
of property and equipment included in accrued liabilities
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$ | 1,676 | $ | 1,455 |
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i)
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The
issuance of 20,915,000 newly issued common shares of the Company to the
shareholders of HKMDF (the
"Sellers");
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ii)
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The
payment of $10,000 to the Sellers in three years. These promissory notes
are non-interest bearing;
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iii)
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The
issuance of up to 15,000,000 common shares of the Company ("Earn-out
Shares") to the Sellers if certain performance targets as calculated based
on the terms as stipulated in the Share Exchange Agreement are met in
fiscal 2009, 2010 and 2011 and
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iv)
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The
payment of up to $20,890 of cash proceeds from the exercise of the
Company's publicly held warrants to the Sellers to the extent a
sufficient number of these warrants are
exercised.
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(a)
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Basis
of presentation
|
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(b)
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Use
of estimates
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(c)
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Long term
prepayments
|
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(d)
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Income
taxes
|
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(e)
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Earnings
per share
|
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(f)
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Preferred
Shares and Warrants
|
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(g)
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Comprehensive
Income (loss)
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Three months ended September
30,
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Nine months ended September
30,
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|||||||||||||||
2010
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2009
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2010
|
2009
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|||||||||||||
Numerator:
|
||||||||||||||||
Net
Income
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31,131 | 11,664 | 77,777 | 27,400 | ||||||||||||
Less:
deemed dividend on convertible preferred shares
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- | - | (9,242 | ) | - | |||||||||||
Net
income used for basic and diluted earnings per share
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31,131 | 11,664 | 68,535 | 27,400 | ||||||||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share
|
||||||||||||||||
Weighted-
average ordinary shares outstanding during the period
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33,823,161 | 20,915,000 | 32,805,597 | 20,915,000 | ||||||||||||
Effect
of dilutive securities
|
||||||||||||||||
Warrants
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1,139,689 | - | 1,301,337 | - | ||||||||||||
Earn-out
shares for fiscal year 2009
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467,391 | - | 822,464 | - | ||||||||||||
Preferred
shares
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3,000,000 | - | 2,000,000 | - | ||||||||||||
Denominator
used for diluted earnings per share
|
38,430,241 | 20,915,000 | 36,929,398 | 20,915,000 | ||||||||||||
Basic
earnings per share
|
0.92 | 0.56 | 2.09 | 1.31 | ||||||||||||
Diluted
earnings per share
|
0.81 | 0.56 | 1.86 | 1.31 |
September
30,
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December
31,
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|||||||
2010
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2009
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|||||||
Buildings
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$ | 234 | $ | 228 | ||||
Electronic
and office equipment
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146 | 105 | ||||||
Motor
vehicles
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414 | 190 | ||||||
Display
network equipment
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22,850 | 19,259 | ||||||
Sub-total
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$ | 23,644 | $ | 19,782 | ||||
Less:
accumulated depreciation
|
(11,910 | ) | (8,717 | ) | ||||
Total
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$ | 11,734 | $ | 11,065 |
|
i)
|
8,050,577
Public Warrants were exercised and converted into common shares of the
Company
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ii)
|
27,718
Public Warrants were redeemed by the Company at $0.01 on or about January
29, 2010
|
|
(a)
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Lease
commitments
|
October
1, 2010 to December 31, 2010
|
$ | 50 | |||
2011
|
96 | ||||
2012
|
56 | ||||
2013
|
10 | ||||
$ | 212 |
|
(b)
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Concession
fees
|
October
1, 2010 to December 31, 2010
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$ | 12,895 | |||
2011
|
45,639 | ||||
2012
|
31,777 | ||||
2013
|
25,041 | ||||
2014
|
21,103 | ||||
2015
|
3,325 | ||||
2016
|
1,696 | ||||
2017
|
650 | ||||
$ | 142,126 |
Related
parties balances
|
|||||||||
September 30,
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December 31,
|
||||||||
2010
|
2009
|
||||||||
Amounts
due to:
|
|||||||||
Cheng
Zheng (Note a)
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$ | 3,498 | $ | 6,515 | |||||
Thousand
Space Holdings Limited (Note b)
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- | 6,800 | |||||||
$ | 3,498 | $ | 13,315 |
|
(a)
|
The
amount as of December 31, 2009 included a promissory note of $3,200, which
was unsecured, non-interest bearing and repayable in 3
years. The promissory note was fully repaid in the first
quarter of 2010.
|
|
(B)
|
Thousand
Space Holdings Limited was one of the shareholders of HKMDF prior to the
Share Exchange, and is a shareholder of the Company after the Share
Exchange. The amount as of December 31, 2009 represented a
promissory note of $6,800, which was unsecured, non-interest bearing and
repayable in 3 years. The promissory note was fully repaid in
the first quarter of 2010.
|
ITEM
2
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
·
|
significant
increase in net income
|
|
·
|
increase
in accrued concession fees due to increase in bus lines; partially offset
by
|
|
·
|
increase
in prepaid expenses due to acquisition of new operating
right
|
|
·
|
increase
in accounts receivable
|
·
|
no
dividend paid out in the current period comparing to $17.6 million
dividend payment in the prior year comparable period;
|
|
·
|
$47.6
million cash from exercises of warrants; and
|
|
·
|
$30
million cash from issuance of preferred shares and warrants; offset
by
|
|
·
|
$30.9
million cash paid in relation to the Share Exchange
Agreement
|
ITEM
3
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM
1
|
LEGAL
PROCEEDINGS
|
ITEM
1A.
|
RISK
FACTORS
|
ITEM
2
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
ITEM
3
|
DEFAULTS
UPON SENIOR SECURITIES
|
ITEM
4
|
REMOVED
AND RESERVED
|
ITEM
5
|
OTHER
INFORMATION
|
ITEM
6
|
EXHIBITS
|
CHINA
MEDIAEXPRESS HOLDINGS, INC.
|
||
By:
|
/s/
Jacky Lam
|
|
Name:
Jacky Lam
|
||
Title:
Chief Financial Officer
|
Exhibit No. | Description | |
10.21
|
Form
of Loan Agreement between Fujian Across Express Information Technology
Co., Ltd. and each of Zheng Cheng and Chunlan Bian, each dated as of April
17, 2009.
|
|
10.22
|
Form
of Power of Attorney in favor of Fujian Across Express Information
Technology Co., Ltd. by each of Zheng Cheng and Chunlan Bian, each dated
as of April 17, 2009.
|
|
10.23
|
Form
of Exclusive Option Agreement between Fujian Across Express Information
Technology Co., Ltd. and each of Zheng Cheng and Chunlan Bian, each dated
as of April 17, 2009.
|
|
10.24
|
Equity
Interest Pledge Agreement between Fujian Across Express Information
Technology Co., Ltd. and each of Zheng Cheng and Chunlan Bian, each dated
as of April 17, 2009.
|
|
10.25
|
Exclusive
Business Cooperation Agreement between Fujian Across Express Information
Technology Co. and Fujian Fenzhong Media Co., Ltd. dated as of April 17,
2009.
|
|
31.1
|
Certification
by Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
by Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
by Chief Executive Officers and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|