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 April, 2020

 

Commission File Number 001-33429

 

Acorn International, Inc.

 

(Registrant’s name)

 

5/F, YueShang Plaza, 1 South Wuning Road, Shanghai 200042, People’s Republic of China

 

(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. Form 20-F þ 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): ____

 

 

 

 

 

 

EXHIBITS

 

Exhibit 99.1 – Acorn International Reports First Quarter 2020 Financial Results

 

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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.

 

Date: April 30, 2020    
     
  Acorn International, Inc
     
  By: /s/ Jacob Alexander Fisch
  Name:  Jacob Alexander Fisch
  Title: Chief Executive officer

 

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Exhibit 99.1

 

 

 

Acorn International Reports First Quarter 2020 Financial Results

 

SHANGHAI, April 30, 2020 — Acorn International, Inc. (NYSE: ATV) (“Acorn” or the “Company”), a leading marketing and branding company in China, today announced its preliminary unaudited financial results for the quarter ended March 31, 2020.

 

First Quarter Estimated Results Highlights

 

  ●  Net revenues decreased 7.2% year-over-year in Q1 2020 to US$8.0 million.
     
  Gross profit decreased 12.3% year-over-year in Q1 2020 to US$5.5 million.
     
  ●  Gross margin was 68.8% in Q1 2020, compared to 72.8% in Q1 2019.
     
  ●  Loss from continuing operations was US$0.3 million in Q1 2020, compared to income from continuing operations of US$0.6 million in Q1 2019.
     
  ●  Net income was US$2.7 million in Q1 2020 as compared to net income of US$4.8 million in Q1 2019. In Q1 2020, the Company recorded a $3.0 million gain from the sale of shares of E-Money Holding Co., Ltd. (“E-Money”) (formerly known as Shanghai Yimeng Software Technology Co., Ltd.). The year-ago period includes a US$3.8 million gain on the sale of the Company’s former principal office in Shanghai to a third party.

 

“Our results for the first quarter of 2020 reflect the impact of the COVID-19 crisis on our business. As previously disclosed, although we have seen some increased demand for certain products as more Chinese consumers are shopping from home, we have also experienced some demand reduction, supply-side disruption and delivery challenges caused by COVID-19,” said Mr. Jacob A. Fisch, CEO and President of Acorn International.

 

Preliminary Financial Results for the First Quarter of 2020:

 

Total net revenues were US$8.0 million in the first quarter of 2020, down 7.2% from US$8.7 million in the first quarter of 2019, primarily due to the impact of COVID-19 as well as lower revenues of oxygen-generating products related primarily to the sale of the Company’s subsidiary Zhuhai Acorn Electronic Technology Co., Ltd.

 

Cost of sales in the first quarter of 2020 was US$2.5 million, up 6.5% from US$2.4 million in the first quarter of 2019. The increase was primarily attributable to the inclusion of Acorn Digital Services in revenues and cost of sales in the first quarter of 2020 (in the year ago period, this business segment was included in other operating income), and a higher proportion of Acorn Fresh products, which have a slightly lower margin than Babaka branded products, in the product mix.

 

Gross profit in the first quarter of 2020 was US$5.5 million, down 12.3% from US$6.3 million in the first quarter of 2019. Gross margin was 68.8% in the first quarter of 2020, compared with 72.8% in the first quarter of 2019.

 

Total operating expenses in the first quarter of 2020 were US$5.8 million, up 0.9% from US$5.7 million in the first quarter of 2019.

 

Loss from continuing operations was US$0.3 million in the first quarter of 2020, as compared to income from continuing operations of US$0.6 million in the first quarter of 2019.

 

 

 

 

Other income was US$3.0 million in the first quarter of 2020, primarily due to a US$3.0 million gain from the sale of shares of E-Money. The year-ago period includes a US$3.8 million gain on the sale of the Company’s former principal office in Shanghai to a third party.

 

Net income from continuing operations was US$2.8 million in the first quarter of 2020. This compares to net income from continuing operations of US$4.9 million in the first quarter of 2019. Net loss from discontinued operations, which reflects the sale of a majority stake in the Company’s HJX electronic learning products business to a third-party investor and operator in 2017 as well as the Company’s call center operations which were discontinued in the third quarter of 2019 (refer to “Discontinued Operations” discussion below), was US$28 thousand in the first quarter of 2020, compared to net loss from discontinued operations of US$0.1 million in the first quarter of 2019.

 

Net income attributable to Acorn was US$2.7 million in the first quarter of 2020. This compares to net income attributable to Acorn of US$4.8 million in the first quarter of 2019.

 

As of March 31, 2020, Acorn’s estimated cash and cash equivalents, with restricted cash, totaled US$13.9 million. This compares to cash and equivalents, with restricted cash, of US$13.5 million as of December 31, 2019.

 

Discontinued Operations

 

In 2017, Acorn reached an agreement to sell a majority stake in its HJX electronic learning products business (“HJX Business”) to a third-party investor and operator, allowing the Company to focus on its core business. Acorn maintains a 37.5% stake in a joint venture established with this third party. As a result of this transaction, the Company is required by applicable accounting rules to treat the historical operations of the wholly-owned HJX Business as discontinued operations and the minority stake in the HJX Business as equity in losses of affiliates in the consolidated statements of operations for all periods presented, subject to the consolidation of the HJX Business into the joint venture entity.

 

In the third quarter of 2019, the Company completed closing of its call center in Wuxi, China. As a result, the Company is required by applicable accounting rules to treat the historical operations of the call center as discontinued operations for all periods presented.

 

About Acorn International, Inc.

 

Acorn International is a leading marketing and branding company in China, leveraging a twenty-year direct marketing history to monetize brand IP, content creation and distribution, and product sales, through digital media in China. For more information visit www.acorninternationalgroup.com.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “anticipates,” “believes,” “estimates,” “strives,” “expects,” “future,” “going forward,” “intends,” “outlook,” “plans,” “target,” “will,” and similar statements. Such statements are based on management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties, and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, including the extent and duration of the COVID-19 crisis, which may cause the Company’s actual results, performance, or achievements to differ materially from those in these preliminary financial results and the forward-looking statements. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

 

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Other factors that could cause forward-looking statements to differ materially from actual future events or results include risks and uncertainties related to: the Company’s ability to successfully improve or introduce new products and services, including to offset declines in sales of existing products and services; the Company’s ability to stay abreast of consumer market trends and maintain the Company’s reputation and consumer confidence; the Company’s ability to execute and maintain a successful market strategy; potential unauthorized use of the Company’s intellectual property; potential disruption of the Company’s manufacturing processes; increasing competition in China’s consumer market; the Company’s U.S. tax status as a passive foreign investment company; and general economic and business conditions in China, as well as potential friction between the U.S. and China associated with their current trade dispute and related factors, which could potentially impact Acorn. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 annual report on Form 20-F filed with SEC on April 30, 2019. For a discussion of other important factors that could adversely affect the Company’s business, financial condition, results of operations and prospects, see “Risk Factors” beginning on page 9 of the Company’s 2018 annual report on Form 20-F filed with the SEC on April 30, 2019. The Company’s actual results of operations for the first quarter of 2020 are not necessarily indicative of its operating results for any future periods. Any projections in this release are based on limited information currently available to the Company, which is subject to change. Although such projections and the factors influencing them will likely change, the Company will not necessarily update the information. Such information speaks only as of the date of this release.

 

Statement Regarding Unaudited Financial Information

 

The unaudited financial information set forth above is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company’s year-end audit, which could result in significant differences from this preliminary unaudited condensed financial information.

 

Contact:  
Acorn International, Inc. Compass Investor Relations
Mr. Martin Key Ms. Elaine Ketchmere, CFA
Phone +86-21-5151-8888 Phone: +1-310-528-3031
Email: ir@chinadrtv.com Email: Eketchmere@compass-ir.com
www.chinadrtv.com  www.compassinvestorrelations.com

 

 

 

 

- Financial Tables Follow -

 

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ACORN INTERNATIONAL, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In US dollars)

 

   For the three months
ended
 
    2019/03/31    2020/03/31 
     (Unaudited)      (Unaudited)  
Net revenues          
Direct sales  $7,204,182   $6,894,582 
Distribution sales   1,449,322    1,138,259 
Total net revenues   8,653,504    8,032,841 
           
Cost of revenues          
Direct sales   -1,836,452    -2,097,431 
Distribution sales   -519,897    -411,327 
Total cost of revenues   -2,356,349    -2,508,758 
           
Gross profit          
Direct sales   5,367,729    4,797,151 
Distribution sales   929,425    726,932 
Total gross profit   6,297,154    5,524,083 
    72.8%   68.8%
Operating (expenses) income          
Other selling and marketing expenses   -3,868,281    -4,089,335 
General and administrative expenses   -2,452,609    -2,138,118 
Other operating income, net   580,576    434,297 
Total operating (expenses) income   -5,740,314    -5,793,156 
Income (loss) from continuing operations   556,841    -269,073 
           
Interest expense   -    -21,378 
Interest income   82,361    46,017 
Other income (expenses), net   4,573,849    3,048,180 
Income (loss) from continuing operations before income taxes and equity in losses of affiliates   5,213,051    2,803,746 
           
Income tax - current   -307,585    - 
Income tax - deferred   0    -36,812 
Income (loss) from continuing operations before equity in losses of affiliates   4,905,466    2,766,934 
           
Discontinued operations :          
Income (loss) from discontinued operations   -110,673    -27,887 
Income (loss) from discontinued operations before equity in losses of affiliates   -110,673    -27,887 
           
Equity in losses of affiliates        - 
           
Net income (loss)   4,794,793    2,739,047 
           
Net income (loss) attributable to non-controlling interests   1,738    -211 
Net income (loss) attributable to Acorn International, Inc.  $4,796,531   $2,739,258 

 

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ACORN INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In US dollars)

 

   2019/12/31   2020/03/31 
         
Cash and cash equivalents  $13,461,368   $13,825,003 
Restricted cash   75,543    74,918 
Accounts receivable, net   3,611,177    4,731,741 
Inventory, net   3,042,762    2,528,777 
Other prepaid expenses and current assets   7,112,042    9,837,301 
Loan receivable   3,754,735    3,776,552 
Held-for-sale assets   468,191    466,431 
Assets to be abandoned   116,559    - 
Current assets   31,642,377    35,240,722 
           
Property and equipment, net   559,964    544,058 
Investments in affiliates   -    91,309 
Available-for-sale securities   25,681,848    20,705,511 
Loan to related party   14,804,052    14,698,550 
Right of use assets   1,785,194    1,533,427 
Deferred tax assets, net   4,997,111    4,963,568 
Other long-term assets   693,518    732,396 
Total assets  $80,164,064   $78,509,540 
           
Accounts payable   3,172,263    2,141,762 
Dividend payable   133,405    131,206 
Accrued expenses and other current liabilities   6,564,390    8,773,664 
Lease Liability   881,349    858,089 
Income taxes payable   1,648,520    1,615,086 
Deferred revenue   68,798    42,338 
Liabilities to be abandoned   222,578    - 
Current liabilities   12,691,303    13,562,145 
           
Lease Liability   1,032,645    814,786 
Deferred tax liability, net   -    - 
Total liabilities   13,723,948    14,376,932 
           
Ordinary shares   918,844    918,844 
Additional paid-in capital   117,445,969    117,445,969 
Statutory reserve   8,350,141    8,350,141 
Retained earnings   (77,913,299)   (75,174,041)
Beginning balance   (87,749,530)   (77,913,299)
Net income (loss) attributable to Acorn   9,836,231    2,739,258 
Appropriation of statutory reserve fund   -    - 
Accumulated other comprehensive income   45,635,771    40,594,179 
Treasury stock, at cost   (28,320,324)   (28,320,324)
Total Acorn International, Inc. shareholders' equity   66,117,102    63,814,768 
           
Noncontrolling interests   323,014    317,841 
Total equity   66,440,116    64,132,609 
Total liabilities and equity  $80,164,064   $78,509,540 

 

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