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

March 28, 2011

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)
 
13F Central Modern Building
488 Xin Hua Rd, Putuo District
Shanghai, China, 200060

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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 Provides Preliminary Unaudited Financial Results for the Year 2010

Shanghai, China, March 28, 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 year ended December 31, 2010.

For the year 2010, the Company expects net revenue to increase by 37% to
approximately $52 million.  Excluding the impact of acquisitions, the Company
estimates organic revenue growth was approximately 25% for the year 2010.
Revenue performance was driven primarily by growth in the Company’s existing
billboard businesses and high occupancy rates in the elevator business, as well
as contributions from the Continental acquisition and a new bus concession.  The
Company also continued to sign new advertising contracts through the year with
various auto, telecom, financial, travel, insurance and electronics clients, and
witnessed increased average ad spend per client.

The Company expects 2010 net income from acquired subsidiaries to remain stable
on a year over year basis at approximately $9 million. Net income from acquired
subsidiaries excludes the Company’s headquarter elevator business and corporate
expenses. In addition, net income from acquired subsidiaries in 2010 only
included seven months of income from the Continental acquisition, which closed
in June 2010.

The Company’s headquarter elevator business and corporate expenses incurred a
net loss for the year 2010 of approximately $8 million.  Approximately $3
million of this net loss reflects expenses related to restructuring the
headquarter elevator business, and extraordinary corporate expenses related to
severance fees, headcount reduction and extraordinary legal and auditing fees.
In 2011, management believes the headquarter elevator business to be profitable,
and expects recurring corporate expenses to be approximately $3 million for the
year.

SearchMedia expects to recognize goodwill impairment of $21 million for the year
2010, which reflects the writedown of goodwill from certain acquisitions
completed in 2008.   Excluding the impact of this goodwill impairment, the
Company would expect to report net income for the year 2010 of approximately $1
million.  Excluding the impact of the goodwill impairment and the $3 million
related to restructuring the headquarter elevator business and extraordinary
charges highlighted above, the Company would expect to report net income for the
year 2010 of approximately $4 million.

As of December 31, 2010, cash and cash equivalents totaled approximately $7
million.

Wilfred Chow, Chief Financial Officer of SearchMedia, commented, “We have begun
to see visible improvements in our business as a result of the initiatives we
have undertaken.  Today, our elevator business has reached very high occupancy
rates.  We believe this achievement is a great testament to both the abilities
of our management and the growth potential of our business.  We have a
comprehensive operation that is strong both locally and nationally in China, and
one with excellent growth prospects. For the first quarter in 2011, we expect
all of our subsidiaries and our headquarter elevator operation to be profitable.
 In addition, we continue to reduce costs throughout the Company.

“We also expect to announce additional collaboration agreements soon with other
China media companies that will grant mutual access to each other’s media
assets.  We believe this will further broaden the product offerings of
SearchMedia and deepen our coverage throughout China,” said Chow.

Preliminary unaudited financial results differ from 2010 financial guidance of
$61 million in revenue and $11 million in net income from acquired subsidiaries.
 The difference primarily reflects lower than expected performance of certain
subsidiaries.

Today, the Company no longer anticipates 2011 net income in the range of $17-$20
million.  The prior guidance incorporated certain new acquisitions not yet
complete. The Company has been diligently working on completing these
acquisitions and will revisit full year guidance later in the year as further
progress is made. As the Company continues to further integrate its
subsidiaries, it is gaining greater visibility in its outlook.

Wilfred Chow continued, “We intend to issue a press release and file a Form 6-K
detailing full year results in May 2011.  Additionally, we are focused on
capitalizing on the fragmented landscape of China’s advertising marketplace.  We
are in the midst of evaluating several potential transactions and continue to
work diligently on completing the current acquisitions in our pipeline.”

Paul Conway, Chief Executive Officer of SearchMedia, also remarked, “As we
previously disclosed, and in order to put to rest the legacy issues from the
previous owners and management team, in February 2011 we commenced claims
against the former shareholders and directors of SearchMedia International
Limited for fraud and for breaches of representations, warranties and covenants
contained in the Share Exchange Agreement.  While these actions progress, we
look forward to moving beyond the issues surrounding the prior shareholders and
continuing to strengthen our company.  With a stronger management team in place
and a stabilized base business, we believe SearchMedia is well-positioned for
future growth.”

Paul Conway remarked in closing, “Lastly, we want to stress that we have
achieved some monumental accomplishments in 2010.  Most importantly, we overcame
the considerable disruption caused by prior management in previous years.  We
have since completed a full year audit and brought our company into NYSE Amex
listing compliance.  Since early 2010, we have also augmented our internal
accounting and compliance resources and we believe this transitional period in
our business is nearing a close.  With the disruption of 2009 and 2010 almost
behind us, we will be poised to focus on the fundamental business, which we
believe is well-positioned to capitalize on the growth prospects of China’s
fragmented and rapidly evolving media market.”

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 operates a network of high-impact billboards and
one of China’s largest networks of in-elevator advertisement panels 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, that our estimates and preliminary financial
results for 2010 are subject to additional review and adjustment and the audited
financial results may be materially different from those presented in this press
release; whether the Company’s subsidiaries and its headquarters operations will
be profitable in the first quarter of 2011; whether high occupancy rates at our
elevator business will continue or the costs reductions and anticipated growth
potential of our business will be realized; whether the Company’s efforts to
strengthen its accounting function and integrate its subsidiaries will be
successful, provide visibility in its outlook or position the Company for future
growth; whether the disruptive events of 2009 and 2010 will continue to
negatively impact the Company; whether the Company will enter into any
collaborative agreements with other China media companies or whether any such
collaborative agreements will provide the benefits anticipated, including
greater access to other media assets and broader product offerings and deepen
our coverage throughout China; whether acquisitions previously under discussion
or negotiation will be completed in a timely matter or at all and whether such
acquisition will be successful; whether the Company will be successful in its
claims against the former shareholders and directors of SearchMedia
International Limited; the uncertainties associated with the timing and outcome
of legal proceedings; whether the Company’s enhanced management structure will
result in the benefits, integration and growth anticipated, including
accelerated growth for 2011 or beyond; whether the Company will issue a press
release and file a Form 6-K in May 2011; 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: 	Wen Lei Zheng: 86 10 6583-7510


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: 03/28/2011 By: /s/ Paul Conway

  Name:  Paul Conway
  Title: Chief Executive Officer