SearchMedia Holdings Limited - Form 6-K
 

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

August 20, 2010

Commission File Number: 001-33800

SearchMedia Holdings Limited
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(Translation of registrant’s name into English)
 
Cayman Islands
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(Jurisdiction of incorporation or organization)
 
15A Zhao Feng Universe Building
1800 Zhong Shan Xi Road
Shanghai, China
200235
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(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] 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):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

	SearchMedia Releases Second Quarter 2010 Preliminary Unaudited Financial
Results

	Announces Intention to Restate 2007 and 2008 Financials


Shanghai, China, August 20, 2010 — SearchMedia Holdings Limited (“SearchMedia”
or the “Company”) (NYSE Amex: IDI, IDI.WS), one of China's leading nationwide
multi-platform media companies, today provided preliminary unaudited financial
results for the second quarter 2010 and announced its intention to restate
financial results for the years 2007 and 2008.

Paul Conway, the Company’s Chief Executive Officer, commented, "We are pleased
with the progress that we made in the second quarter of 2010, in which we began
to recognize new revenue related to new business opportunities we pursued this
year. In June 2010, we successfully completed the acquisition of Zhejiang
Continental Advertising Co., Ltd. (“Continental”), a profitable billboard
company based in Zhejiang Province, with over 10 years of operating history.  We
believe this was an important strategic transaction that enhanced the appeal of
our outdoor media portfolio and strongly improved our ability to pursue
additional concession opportunities within the attractive market of Hangzhou. In
addition, in April 2010, we signed a one-year cooperation agreement to provide
bus advertisements and signed a new unipole lease at the Beijing Capital
International Airport, all of which also began to contribute revenue late in the
second quarter.

“Meanwhile, we continue to prudently pursue accretive opportunities in China’s
advertising sector. We remain optimistic about our medium and long-term growth
opportunities, particularly in light of new multi-year agreements signed with
subsidiary management teams aimed at encouraging focus on long-term performance
goals.”


Intention to Restate 2007 and 2008 Financials

Wilfred Chow, Chief Financial Officer of SearchMedia, stated, “As a result of
our continued internal analysis of our financial statements for the year ended
December 31, 2009, based on management’s recommendation, the Audit Committee has
concluded that the historical financial statements of SearchMedia International
Limited for the 2007 and 2008 fiscal years should be restated and that the
financial statements from these periods can no longer be relied upon.  We
estimate that revenue in 2007 and 2008 was overstated by approximately $6
million and $25 million, respectively, and we are still evaluating the impact to
reported net income during those periods.  At this time, we expect the 2007 and
2008 restatements to have a positive effect on the previously reported unaudited
net income for the year ended December 31, 2009 and for the quarter ended March
31, 2010.

Conway commented, “In connection with our Plan of Compliance with the NYSE/AMEX
that was accepted in June 2010, the NYSE/AMEX granted the Company an extension
to file its Form 10-K for the year ended December 31, 2009 until August 31,
2010. While we continue to endeavor to file our Form 10-K on or prior to August
31, 2010, it is unlikely that we will meet this deadline due to the restatement
of the 2007 and 2008 financial statements of SearchMedia International Limited.
We have submitted a request to the NYSE/AMEX for an additional extension and are
awaiting their decision. We remain fully committed to bringing the Company into
compliance with Sections 134 and 101 of the NYSE Amex LLC Company Guide.”
Conway continued, “Since the new management team began working at SearchMedia
Holdings earlier this year, we have made significant progress implementing
remedial actions to strengthen our internal controls and procedures.  We
continue to actively address some of the issues identified during the previously
reported special committee’s investigation and management’s further analysis,
including strengthening the Company’s management, finance and accounting
functions, restructuring the in-elevator business, and improving the Company’s
accounts receivable and documentation control systems.  We continue to pursue
all remedies available to the Company, including legal remedies and potential
cancellation of some of the shares issued in the Share Exchange Agreement.  As
of today, there are approximately 22 million fully diluted shares outstanding,
of which approximately 9 million were issued to the pre-merger shareholders.”

Additionally, the Company has determined that, as of June 30, 2010, it qualifies
as a “foreign private issuer” as defined in Rule 3b-4 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company
will now conduct its Exchange Act reporting as a foreign private issuer, filing
annual reports on Form 20-F and filing quarterly financial information on Form
6-K.

Preliminary Unaudited Financial Results

For the second quarter of 2010, the Company anticipates $16 million in revenue
and $2 million in net income.

Revenue was driven primarily by the Company’s existing billboard and transit
businesses and improvement in the elevator business. Revenue in the second
quarter of 2010 partially benefited from the closing of the Continental
transaction and new bus concession, which both began contributing revenue late
in the second quarter.

Net income was driven by continued profitability of the Company’s billboard and
transit businesses, which was partially offset by losses from the Shanghai
Jingli in-elevator business and corporate overhead costs. Amortization expenses
related to previous acquisitions of more than $0.4 million per quarter were
expensed in the first and second quarter.  Most of this amortization expense
will cease in 2011.

As of June 30, 2010, the Company had approximately $11 million in cash and cash
equivalents and approximately 20.7 million basic common shares outstanding.
During the second quarter, cash of approximately $5 million was utilized for
growth initiatives, including the deposit for the Continental acquisition and
new bus concession, and additional capital invested in the elevator business. In
addition, $4 million were utilized to reduce cash earn-out obligations.

Speaking about the preliminary financial results, Chow added, “Our business was
profitable in the second quarter, boosted by the completion of the Continental
transaction and launching of our new bus concession.  Our outdoor billboard and
transit businesses remain solid, with our subsidiaries delivering approximately
$4 million in net income in the second quarter, excluding Shanghai Jingli and
corporate expenses. We remain optimistic about the growth prospects of our
businesses for the full year, encouraged by the rising 2010 advertising budgets
we have been seeing from our clients.”

Conway concluded, "For the six months ended June 30, 2010, the Company
anticipates $29 million in revenue and $3 million in net income.  Consequently,
we do not expect to meet guidance for the year ended December 31, 2010 of $85
million in revenue and $18 million in net income.  However, we expect the second
half to be much stronger than the first half, as is generally the case in this
business, and our recent acquisition of Continental combined with the new bus
concession will contribute to second half revenue and net income, as well.
Additionally, we expect our profit margins to continue to improve.”

About SearchMedia
SearchMedia is a leading nationwide multi-platform media company and one of the
largest operators of integrated outdoor billboard and in-elevator advertising
networks in China. SearchMedia currently operates a network of over 1,500
high-impact billboards with over 500,000 square feet of surface display area and
one of China’s largest networks of in-elevator advertisement panels consisting
of approximately 125,000 frames in 50 cities throughout China.  Additionally,
SearchMedia operates a network of large-format light boxes in concourses of
eleven major subway lines in Shanghai. SearchMedia’s core outdoor billboard and
in-elevator platforms are complemented by its subway advertising platform, which
together enable it to provide a multi-platform, “one-stop shop” services for its
local, national and international advertising clients.




Forward-Looking Statements
Any statements contained in this press release that do not describe historical
facts, including statements about SearchMedia’s beliefs and expectations, may
constitute forward-looking statements as that term is defined by the United
States 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. Any forward-looking statements contained herein are based on
current expectations, but are subject to a number of risks and uncertainties
that may cause actual results to differ materially from expectations. 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: the impact of the restatement of the financial
statements of SearchMedia International Limited; whether the 2007 and 2008
restatements will have a positive impact on the previously reported unaudited
financial information related to net income for the year ended December 31, 2009
and the quarter ended March 31, 2010; the completion of the Company’s audit of
its financial statements for the year ended December 31, 2009 and the first
quarter ended March 31, 2010; the review and audit of the Company’s financial
statements by the Company’s independent registered public accounting firm; the
vulnerability of the Company’s business to a general economic downturn in China;
the Company’s ability to achieve long-term profitable growth; that extended
contracts with management of certain of the Company’s operating subsidiaries may
not provide the anticipated benefits or long-term relationships; that our
estimates and projections for the second quarter and full year of 2010 are based
on assumptions that may prove to be incorrect, including our assumptions
regarding new contracts, additional concessions and expected acquisition
closings; our actual financial results for the second quarter and full year of
2010 may be materially different from our estimates; that failure to file our
2009 Annual Report or Quarterly Report for the 2010 first quarter on time or to
publish adequate financial information for the 2010 second quarter may result in
the delisting of our securities from quotation on the NYSE Amex or a suspension
in the trading of our common stock which would materially limit the liquidity or
tradability of our common stock; our plan of compliance, which has already been
approved, may require revisions that we may not be able to satisfy; that the
Company may be unable to complete its review in time to file its Annual Report
on Form 10-K of Form 10-Q for the 2010 first quarter within the required time
period; that even if we file our Annual Report for the year ended December 31,
2009 or Quarterly Report for the 2010 first quarter within the required time
period, we may be in violation of other NYSE Amex listing standards; whether the
Company’s pending transactions will meet the Company’s expectations or provide
additional revenue opportunities or profits, diversify our service suite or
enhance our national presence; whether governmental approvals of pending
acquisitions will be received on a timely basis or at all; whether the new bus
concessions will contribute to second half revenue and net income; whether
second half profit margins will continue to improve; whether the multi-year
agreements with our subsidiaries will provide the incentives intended towards
long-term performance goals; whether the Company will achieve the growth
prospects anticipated by management for the remainder of the year; and the risks
that there are uncertainties and matters beyond the control of management, and
other risks outlined in the Company’s filings with the U.S. Securities and
Exchange Commission. SearchMedia cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made.
SearchMedia does not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement to
reflect any change in the Company’s expectations or any change in events,
conditions or circumstances on which any such statement is based.

For more information, please contact:
In New York: 	Ashley M. Ammon: (646) 277-1227
In Beijing: 	Michael Tieu: 86 10 6599 7960


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, thereunto duly authorized.
 
    SearchMedia Holdings Limited
     
Date: August 20, 2010 By: Paul Conway

  Name:  Paul Conway
  Title: Chief Executive Officer