Charm Communications Inc. (NASDAQ:CHRM)

BEIJING, September 22, 2014 /PRNewswire-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced agreement and plan of merger dated May 19, 2014 (as amended on May 23, 2014 and June 20, 2014, the "merger agreement") among Engadin Parent Limited ("Parent"), Engadin Merger Limited ("Merger Sub") and the Company and the plan of merger between Merger Sub and the Company required to be filed with the Registrar of Companies of the Cayman Islands (such plan of merger being substantially in the form attached as Appendix 1 to the merger agreement), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation (the "merger") and the transactions contemplated by the merger agreement, including the merger. Approximately 84% of the Company's total outstanding ordinary shares (including ordinary shares represented by the Company's American depositary shares ("ADSs")) voted in person or by proxy at today's extraordinary general meeting. Of the ordinary shares voted in person or by proxy at the extraordinary general meeting, approximately 72% were voted in favor of the proposal to approve the merger agreement and the plan of merger and the transactions contemplated by the merger agreement, including the merger; and approximately 72% were voted in favor of the proposal to authorize the directors of the Company to do all things necessary to give effect to the merger agreement.

BEIJING, May 19, 2014 /PRNewswire-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, announced today that it has entered into an Agreement and Plan of Merger, dated May 19, 2014 (the "Merger Agreement"), with Engadin Parent Limited ("Parent") and Engadin Merger Limited ("Merger Sub"), pursuant to which Parent will acquire Charm (the "Transaction") at a price of US$4.70 in cash per American Depositary Share of the Company ("ADS", each ADS representing two Class A ordinary shares of the Company), or US$2.35 in cash per Class A ordinary share of the Company, and US$2.35 in cash per Class B ordinary share of the Company. This represents a 14.3% premium over the Company's 30 trading day volume-weighted average price of $4.11 per ADS as quoted by NASDAQ on September 27, 2013, the last trading day prior to the Company's announcement on September 30, 2013 that it had received a "going private" proposal.

Immediately after the completion of the Transaction, Parent will be beneficially owned by He Dang, the chairman of the board of directors (the "Founder") and certain of his affiliates including Merry Circle Trading Limited, a British Virgin Islands company controlled by the Founder ("Merry Circle") and Honour Idea Limited, a British Virgin Islands company owned by the Founder ("Honour Idea" and, collectively with Merry Circle, the "Founder Shareholders"), and an investment fund affiliated with CMC Capital Partners HK Limited (the "Sponsor" and, collectively with Founder and Founder Shareholders, the "Consortium"). The Consortium collectively beneficially owns approximately 55.3% of the outstanding shares of the Company (excluding outstanding options of the Company) and intends to fund the Transaction, including the acquisition of ADSs and ordinary shares of the Company not already owned by the Consortium, through a combination of proceeds from a loan facility in the amount of US$60,000,000 from Bank of China Limited, London Branch, equity financing to be provided by the Sponsor and available cash of the Company and its subsidiaries. In connection with the Merger Agreement, the Founder and the Founder Shareholders also have entered into a rollover and support agreement with Parent and Merger Sub and have agreed, among other things, to vote all of their ordinary shares (including those represented by ADSs) in favor of the authorization and approval of the Merger Agreement and the Transaction.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, at the effective time of the merger the Company will become a wholly-owned subsidiary of Parent and each of the Company's ordinary shares issued and outstanding immediately prior to the effective time of the merger (including ordinary shares represented by ADSs) will be converted into the right to receive US$2.35 in cash, without interest, except for the ordinary shares (including ordinary shares represented by ADSs): (i) beneficially owned by the Founder Shareholders, which will be cancelled without receiving any consideration in the merger, (ii) beneficially owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and (iii) owned by holders of such ordinary shares who have validly exercised and not lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended.

Fourth Quarter 2013 Financial Results

• Revenues increased 31.9% year-over-year to $62.2 million in the fourth quarter of 2013
• Fully diluted net income (loss) per ADS (US$) was $0.06 vs last years loss of -$0.13

"In the fourth quarter, we continued to reposition our overall business in the wake of significant changes in the industry and the continued growth of online media, although television-related advertising remains a significant part of our business," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "We remain cautiously optimistic regarding 2014, as our underlying business showed improvement at the end of last year, and we have already started to restructure and eliminate a number of loss-making projects and non-performing teams, which we expect will lead to better results this year despite television advertising spending experiencing an historically slow rate of growth in the first quarter of 2014, according to our own independent industry research."

BEIJING, May 7, 2014 /PRNewswire-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) (the "Company"), a leading advertising agency in China, today announced that its Audit Committee has approved its decision to provide financial results and earnings guidance on a biannual basis from financial year 2014 onwards.

The Company notes that as a foreign private issuer, it is only required to submit an interim balance sheet and income statement as of the end of its second quarter each year, pursuant to Rule 5250(c)(2) of the NASDAQ Stock Market Rules. In addition, there is no home country rule on financial reporting obligations in the Cayman Islands, where the Company is incorporated.

The Company believes this decision is a prudent one that takes into account the long-term prospects of the Company. By shifting away from emphasizing short-term earnings targets, management will be able to better focus on longer-term value creation for the Company and its investors. In addition, in connection with the Company's media investment business, significant media cost contracts are normally entered on an annual basis. The change to biannual reporting will reduce the degree of subjective allocation of significant media costs that management would otherwise need to make at each quarter end.

The Company reaffirms the benefits of voluntary disclosure to the capital markets in reducing information asymmetry and lowering stock volatility. Going forward, the Company will continue to maintain good communications with analysts and investors and provide meaningful and qualitative information in its future releases. With a better understanding of the drivers of long-term corporate performance, investors will be able to identify the data that helps measure the Company's prospects and expectations for performance against those drivers.

Third Quarter 2013 Financial Results

• Revenues declined 16.7% year over year to $40.7 million in the third quarter of 2011
• Non-GAAP net income, which excludes share-based compensation expenses and amortization of intangible assets, was $0.5 million in the third quarter of 2013, compared to non-GAAP net income of $0.8 million in the year-ago period.

"Due to a sudden drop in television ratings for some of the media inventories we had previously underwritten, our media investment management business faced considerable challenges in the third quarter," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "In order to balance our risk-adjusted return, we will continue to reposition our Shangxing Media brand from a media inventory seller to a media service agency."

"In light of the current dynamics of China's advertising industry, we will also continue to focus on strengthening our core competencies and improving profitability. We have made solid progress in building our integrated service capabilities through key client wins and by increasing the scale of our multimedia trading platform. In our agency business, we are experiencing lower revenue extraction rates at the investment phase, but we will remain vigilant regarding our cost controls and credit management," added Mr. Dang.

Business Outlook

Non-GAAP net income* 2.75 ~ 3.25 4Q13E

BEIJING, Oct. 31, 2013 /PRNewswire/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, announced today that the special committee of the Company's board of directors (the "Special Committee"), consisting of independent directors Mr. Zhan Wang, Mr. Andrew J. Rickards and Mr. Gang Chen, has retained China Renaissance Securities (Hong Kong) Limited as its financial advisor and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP ("Gunderson Dettmer") as its legal advisor.

China Renaissance Securities (Hong Kong) Limited and Gunderson Dettmer will assist the Special Committee in reviewing and evaluating the preliminary non-binding proposal received by the Company's board of directors on September 30, 2013 from Mr. He Dang, the chairman of the board of directors, Merry Circle Trading Limited, a British Virgin Islands company controlled by Mr. Dang ("Merry Circle"), Honour Idea Limited, a British Virgin Islands company owned by Mr. Dang ("Honour Idea" and, collectively withMerry Circle, the "Founder Shareholders"), and CMC Capital Partners HK Limited (collectively with the Founder Shareholders, the "Consortium") to acquire all of the outstanding shares of the Company not currently owned by the Founder Shareholders in a "going private" transaction (the "Proposal"). China Renaissance Securities (Hong Kong) Limited and Gunderson Dettmer will also assist the Special Committee in reviewing and evaluating any additional proposals that may be made by the Consortium or other parties, if any.

The Company's board of directors cautions the Company's shareholders and others considering trading in its securities that the board of directors has not made any decisions with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

BEIJING, Oct. 7, 2013 /PRNewswire/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, today announced that Mr. Wei Zhou, the Company's chief financial officer, will be leaving the Company to pursue other initiatives at the expiration of his employment contract, effective November 1, 2013. Going forward, Ms. Cindy Wang, Charm's vice president of finance, will manage the Company's daily financial operations, reporting directly to the Company's chief executive officer.

"We thank Wei for his dedicated service and his leadership since joining us in 2009," said Mr. He Dang, Charm's chairman and chief executive officer. "During his tenure, he oversaw our financial unit and helped the Company through its initial public offering on the NASDAQ Stock Market. We wish Wei well in his future endeavors."

Mr. Dang added, "We have a strong finance team in place that will continue working in partnership with our business. Cindy has been mainly responsible for building a strong financial controls system since joining us in 2008 and she has proven herself to be a valuable resource. We have the utmost confidence in the team's capabilities."

Ms. Wang has been in charge of U.S. GAAP reporting, SEC filings and SOX compliance since she joined the Company in 2008. She was promoted to vice president of finance in August 2013. Ms. Wang worked previously at Ernst & Young and earned a Bachelor of Science degree in Finance from Zhejiang University and a Master of Science degree in Accounting from the University of Missouri �Kansas City.

BEIJING, September 30, 2013 /PRNewswire/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, today announced that its board of directors has received a preliminary non-binding proposal letter dated September 30, 2013 (the "Proposal Letter") from Mr. He Dang, the chairman of the board of directors (the "Founder"), Merry Circle Trading Limited, a British Virgin Islands company controlled by the Founder ("Merry Circle"), Honour Idea Limited, a British Virgin Islands company owned by the Founder ("Honour Idea" and, collectively with Merry Circle, the "Founder Shareholders"), and CMC Capital Partners HK Limited (collectively, the "Consortium") to acquire all of the outstanding shares of the Company not currently owned by the Founder Shareholders in a "going private" transaction (the "Transaction") at a price of US$4.70 in cash per American Depositary Share of the Company ("ADS", each ADS representing two (2) Class A ordinary shares of the Company), or US$2.35 in cash per Class A ordinary share of the Company, and US$2.35 in cash per Class B ordinary share of the Company, subject to certain conditions.

According to the Proposal Letter, the acquisition is intended to be financed by debt and/or equity capital and the Consortium has been in discussions regarding potential debt financing with China Merchants Bank (the "Bank"), which has expressed interest in financing the proposed acquisition. Furthermore, the Proposal Letter specifies that the Consortium's proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed Transaction. A copy of the Proposal Letter is included at the end of this press release.

The Company's board of directors intends to form a special committee of disinterested directors to consider the proposal and cautions the Company's shareholders and others considering trading in its securities that the board of directors has just received the proposal and has not made any decisions with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that this or any other transaction will be approved or consummated.

Second Quarter 2013 Financial Results

• Revenues grew 19.1% year over year to $42.9 million in the second quarter of 2013
• Gross profit grew 35.6% year over year to $15.1 million in the second quarter of 2013
• Net income grew 49.2% year over year to $1.2 million in the second quarter of 2013
• Non-GAAP net income, which excludes share-based compensation expenses and amortization of intangible assets, grew 62.7% year over year to $2.5 million in the second quarter of 2013
• Net income(loss) attributable to Charm Communications Inc. shareholders per ADS Basic and Diluted was 0.02 vs. last years 0.01

"The current dynamics of China's advertising industry offer many business development opportunities, and we will continue to focus on strengthening our core competencies and improving profitability," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "We remain positive regarding the progress of our integrated service capabilities, as demonstrated by our improved margins and key client wins, which included a major automobile account with Kia Motors. That account, our largest ever, will start contributing to our revenues in the second half of this year. The win reflects the growth and development of our agency to date, specifically our ability to offer integrated advertising solutions and dedicated customer service to global clients."

"Strong growth in net revenues for our agency business in the second quarter was driven by a combination of above-market growth from our digital business and strong demand for content marketing associated with our sports and entertainment products. We will continue to make investments in these higher-growth and high-margin areas," added Mr. Dang.

Mr. Wei Zhou, Charm's chief financial officer, said, "Driven by a continued ramp-up in sales, we saw gross margin improvements in our media business, which helped to increase our gross profit over 35% year over year. At the same time, we will remain vigilant regarding cost controls and credit management to help improve our overall profitability."

Business Outlook

3Q13E Non-GAAP net income* US$ mm 2.5~3.0

*The Company's non-GAAP net income (loss) excludes share-based compensation expenses, amortization of intangible assets and net change in fair value of consideration payable and call option.

The Company bases these estimates on a foreign exchange rate of RMB6.10 to US$1.00. This forecast reflects the Company's current and preliminary view, which is subject to change.

 

First Quarter 2013 Financial Results

• Revenues grew 13.6% year over year to $38.1 million in the first quarter of 2013
• Gross profit declined 2.3% year over year to $9.6 million in the first quarter of 2013
• Net income declined 277.9% year over year to a net loss of $1.5 million in the first quarter of 2013
• Non-GAAP net income, which excludes share-based compensation expenses, amortization of intangible assets and net change in fair value of consideration payable and call option, declined 142.0% year over year to a net loss of $0.8 million in the first quarter of 2013

"Despite continued softness in China's macroeconomic environment and limited visibility in the overall advertising market, our total business volume continued to grow in the first quarter, driven in particular by better-than-market growth from our Charm Click business unit," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "Moreover, our core agency business continued to strengthen its service capabilities with fully-integrated regional service centers now in place in northern, eastern, and southern China."

"As we reposition our Shangxing Media brand from a media inventory seller to a media service agency, we will carefully balance our risk-adjusted return when adding inventory. At the same time, we have complementary business models available to ensure that we capture long-term growth opportunities with our media partners as the Chinese advertising market rebounds and develops," concluded Mr. Dang.

Mr. Wei Zhou, Charm's chief financial officer, added, "Our first quarter results came in at the high end of our guidance as our media business improved, with the channels we added in 2012 ramping up in sales. To adjust for the soft environment, we will focus on making productivity gains by streamlining and consolidating our cost base, but at the same time we will continue to invest in our digital business and other fast-growing areas."

Business Outlook

2Q 12E Non-Gaap net income* 3.5~4.0.

*The Company's non-GAAP net income (loss) excludes share-based compensation expenses, amortization of intangible assets and net change in fair value of consideration payable and call option.

The Company bases these estimates on a foreign exchange rate of RMB6.20 to US$1.00. This forecast reflects the Company's current and preliminary view, which is subject to change.

 

Second Quarter 2012 Highlights

• Revenues for Charm's advertising agency business grew 58.8% year over year to $9.8 million in the second quarter of 2012
• Revenues for Charm's media investment management business declined 58.9% year over year to $24.5 million in the second quarter of 2012 mainly due to a reduction in scale and changes in media assets
• Revenues in the second quarter of 2012, as a result of the above, declined 46.5% year over year to $36.0 million
• Gross profit for the second quarter of 2012 declined 40.1% year over year to $11.1 million due to lower contributions from the media investment management business
• Net income for the second quarter of 2012 declined 92.8% year over year to $0.8 million
• Non-GAAP net income, which excludes share-based compensation expenses, amortization of intangible assets and impairment on investments, declined 86.8% year over year to $1.5 million in the second quarter of 2012
• Basic net income per American depositary share ("ADS") for the second quarter of 2012 was $0.01, compared to $0.01 for the first quarter of 2012
• Net cash flow from operations for the second quarter and first half of 2012 was positive

"Our core advertising agency business outperformed the overall market as a result of our offering more integrated advertising and digital solutions to our clients," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "Although macro and regulatory challenges persist for our media business, we look to take advantage of opportunities in the current environment to build a long-term principal media business with sustainable growth and profitability.

"Over the last few quarters, we have strengthened our executive management committee with key hires of well-respected industry veterans, who were brought in for their management skills and their ability to help build the platform we envision to sustain our growth. We will continue to invest in talent and infrastructure to support our long-term success," concluded Mr. Dang.

Mr. Wei Zhou, Charm's chief financial officer, added, "The volume of our agency business has grown substantially in the past two quarters with greater revenue contributions from our digital business. We will continue to invest in our business to capitalize on fast growing areas like sports marketing, search and online video."

Business Outlook

US$ mm  3Q12E  Total revenues $45.0 to $47.5 Non-GAAP net income*  $1.5 to $2.0

First Quarter 2012 Highlights

• Turnover in the first quarter of 2012 grew 6.1% year over year to $210.4 million
• Revenues for Charm's advertising agency business grew 44.6% year over year to $10.3 million in the first quarter of 2012
• Revenues for Charm's media investment management business declined 58.9% year over year to $22.2 million in the first quarter of 2012 mainly due to a change in the Company's media asset mixture to reduce exposure to regulatory risks
• Revenues in the first quarter of 2012, as a result of the above, declined 46.1% year over year to $33.5 million
• Gross profit for the first quarter of 2012 declined 33.7% year over year to $9.8 million due to lower contribution from the media investment management business
• Net income for the first quarter of 2012 declined 90.0% year over year to $0.8 million
• Non-GAAP net income, which excludes share-based compensation expenses, amortization of intangible assets and impairment on investments, declined 79.1% year over year to $1.9 million in the first quarter of 2012
• Basic net income per American depositary share ("ADS") for the first quarter of 2012 was $0.01, compared to $0.20 for the first quarter of 2011 and $0.38 for the fourth quarter of 2011

"We achieved robust growth in our core advertising agency business, despite the softer-than-usual advertising environment in the first quarter," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "We will continue to enhance the services and capabilities of our agency services with investments in talent and infrastructure, especially in the faster-growing digital space."

"Although we reduced our exposure to satellite channels in our media business, the joint impact of macro uncertainties and regulatory changes was greater than anticipated and resulted in weaker sales. In this challenging macro environment, our goal is to minimize our short-term media inventory risk while looking opportunistically for long-term media partners, especially as media prices begin to rationalize," concluded Mr. Dang.

Mr. Wei Zhou, Charm's chief financial officer, added, "We saw solid turnover growth in our television and internet agency businesses as a result of strategic investments to enhance our services and capabilities. Looking ahead, 2012 will remain a key investment year for Charm, as talent and infrastructure remain the key building blocks to support our long-term growth."

BEIJING, April 18, 2012 /PRNewswire-Asia-FirstCall/-- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, today announced the Company has established a three-year sponsorship and promotional agreement with the following Chinese Winter Olympic sports associations: the Chinese Skating Association (CKA), the Chinese Ski Association (CSA), the Chinese Ice Hockey Association (CIHA) and the Chinese Curling Association (CCA). The cooperation initiatives will be managed by Charm's newly established sports marketing department, which is led by Mr. Lei Wu, a veteran of the sports marketing business and who joined Charm from the CCTV Sports and Entertainment Group.

Under the terms of the agreement, Charm will work with China's ice hockey, curling, short-track speed skating, figure skating, and freestyle skiing teams, along with five other Chinese Olympic teams, to promote their respective sports and to develop sponsorship opportunities for the teams, as well as for individual athletes. As such, Charm will represent a number of talented and popular Chinese athletes, including Xue Shen and Hongbo Zhao, pair skating gold medalists at the Vancouver 2010 Winter Olympics, and Meng Wang, short track speed skating gold medalist at the Vancouver 2010 Winter Olympics. Key sponsorship opportunities will involve important domestic and international competitions, including the Sochi 2014 Winter Olympics.

"As the Olympics continue to grow in popularity in China, we are seeing tremendous opportunities in sports marketing and have positioned our sports marketing team to capitalize on this emerging trend," commented Mr. He Dang, Charm's founder, chairman and CEO. "The sports marketing team broadens our scope of services and strengthens our integrated advertising capabilities. In particular, our cooperation with China's Winter Olympic associations integrates well with our CCTV advertising services, as the network remains the undisputed television leader in broadcasting the Olympics in China. As a pioneer in China's advertising industry, Charm will continue to offer innovative products and solutions to our clients through our integrated advertising platform."

BEIJING, March 19, 2012 /PRNewswire-Asia-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, today announced that Charm Click, the Company's performance marketing agency specializing in search engine marketing ("SEM") services, has received the 2012 Discovery Award from Baidu, Inc. ("Baidu"), the leading Chinese language internet search provider, and the 2011 Outstanding Partner Award from Taobao, China's largest e-commerce marketplace operator. The awards were based on the number of Charm Click clients, the volume of billings, and the effectiveness of the SEM solutions delivered to both Baidu and Taobao in 2011.

"We delivered highly effective marketing solutions to our clients in 2011," said Mr. Johnny Zhu, the general manger of Charm Click. "Our efficient technology and rich industry experience allows us to fully understand our clients' needs and capitalize on growing trends in the SEM sector, and I believe these awards reflect that. Going forward, we will continue to innovate our business and provide outstanding SEM services to our clients."

Mr. He Dang, Charm's founder, chairman and chief executive officer, added, "It's an honor to receive these awards from Baidu and Taobao, two of China's internet giants. They not only enhance Charm's brand image among China's top advertising agencies but also underscore our growing leadership position in the online advertising industry. Leveraging our advantages in television advertising and across our integrated service platform, we will continue to expand our presence in the online advertising market to capture the opportunities generated by the rapid growth in China's digital advertising industry."

BEIJING, March 5, 2012 /PRNewswire-Asia-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, announced today that it will pay a cash dividend of US$0.16 per ordinary share, which is equivalent to US$0.32 per American depositary share ("ADS"). (Each ADS represents two ordinary shares.) The Company will pay the dividend on April 16, 2012 to shareholders of record and ADS holders of record as of the close of business on March 26, 2012.

"As a result of the Company's strong earnings and cash flow in 2011, our Board of Directors approved a cash dividend to share this success with our shareholders," said Mr. He Dang, Charm's founder, chairman and chief executive officer. "Looking ahead, we will uphold our firm commitment to consistently delivering shareholder value, and our Board will evaluate the Company's dividend policy as appropriate, taking into account the Company's operating performance, long-term capital requirements relating to investments and acquisitions, as well as potential business risks."

Fourth Quarter 2011 Highlights

• Revenues in the fourth quarter of 2011 grew 41.7% year over year to $80.3 million
• Revenues for Charm's advertising agency business grew 51.5% year over year to $11.7 million in the fourth quarter of 2011
• Revenues for Charm's media investment management business grew 40.0% year over year to $65.6 million in the fourth quarter of 2011
• Revenues for Charm's branding and identity services business grew 42.5% year over year to $3.0 millionin the fourth quarter of 2011
• Gross profit for the fourth quarter of 2011 grew 29.0% year over year to $28.5 million
• Net income for the fourth quarter of 2011 grew 29.4% year over year to $15.7 million
• Non-GAAP net income, which excludes share-based compensation expenses, amortization of intangible assets and impairment on investments, grew 17.4% year over year to $17.1 million in the fourth quarter of 2011
• Basic net income per ADS for the fourth quarter of 2011 was $0.38, compared to $0.31 for the fourth quarter of 2010 and $0.32 for the third quarter of 2011
• Cash flow from operations was positive for the fourth quarter of 2011, with cash and cash equivalents of$139.4 million as of December 31, 2011
• In the fourth quarter of 2011, Charm added five new advertising client accounts to its agency business, bringing total agency accounts to 148 as of December 31, 2011
• In the fourth quarter of 2011, Charm's principal media business had 303 advertisers, compared to 282 advertisers in the fourth quarter of 2010
• Charm had 697 employees as of December 31, 2011, compared to 687 as of September 30, 2011

"2011 was a very successful year for Charm, as we were able to solidify our market-leading position in television advertising with our ninth straight year as China Central Television's (CCTV) number one agency. At the same time we were able to build up scale within the faster-growing digital space, which contributed 16% of our agency revenues for the full year." said Mr. He Dang, founder, chairman and chief executive officer of Charm.

"In 2012, we are excited by the long-term growth prospects of our agency business, in which we will be investing more aggressively in terms of talent and infrastructure, especially with respect to our digital business, which we see as our new growth driver. We also proactively modified the inventory mix of our media investment management business to address the weakening of the satellite TV market in the wake of new regulatory policies," concluded Mr. Dang.

Mr. Wei Zhou, Charm's chief financial officer, added, "We delivered an outstanding performance for full year 2011, achieving robust top-line and bottom-line growth. Although we expect to see a softer than usual advertising environment in the first quarter of this year, we remain confident in the long-term growth of China's advertising market, as well as in the sustainable and profitable growth at Charm."

BEIJING, Jan. 4, 2012 /PRNewswire-Asia-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM) ("Charm" or the "Company"), a leading advertising agency in China, today announced that it has obtained shareholder approval for all matters submitted for approval at the Company's 2011 annual general meeting held in Hong Kong on December 30, 2011. The following resolutions proposed by the Company were approved by the Company's shareholders: 　　-- Ratification of the appointment of Deloitte Touche Tohmatsu as the Company's independent auditors. 　　-- Ratification of the 2011 Share Incentive Plan that was approved and adopted by the Board of Directors on November 30, 2011. The 2011 Share Incentive Plan authorizes the issuance of up to 2,000,000 ordinary shares of the Company in the form of options, restricted shares or restricted share units.

Third Quarter 2011 Results

• Revenues in the third quarter of 2011 grew 45.0% year over year to $70.2 million 
• Non-GAAP net income which excludes share-based compensation expenses, amortization of intangible assets and impairment on investments, grew 20.9% year over year to $14.2 million in the third quarter of 2011
• Basic net income per ADS for the third quarter of 2011 was $0.32, compared to $0.28 for the third quarter of 2010 and $0.28 for the second quarter of 2011

"As we start making preparations for next year, we remain optimistic about the general advertising market despite the recent macro challenges facing the global economy. The upcoming CCTV primetime auction, which will take place on November 8th, should provide further guidance on advertiser confidence heading into 2012," Mr. Dang concluded.

Mr. Wei Zhou, Charm's chief financial officer, added, "We delivered solid results in the third quarter, achieving the high-end of our guidance for both revenue and non-GAAP net income. We will continue to accelerate our investments in strategic areas, overall infrastructure and talent acquisition and retention to drive the long-term growth of our business."

Business Outlook

US$ mm	4Q11E
Total revenues	$80.0 to $81.5
Non-GAAP net income*	$17.00 to $17.50
*The Company's non-GAAP net income excludes share-based compensation expenses, amortization of intangible assets and impairments on investments.

Charm Communications Inc. (CHRM), a Chinese advertising agent whose clients include General Motors Co. and Bank of China Ltd., may post a 25 percent gain in profit this year as ad spending grows in the world’s second-biggest economy.

Total advertising spending in China will in the long-run increase at about 1.5-times the rate of economic growth, Chief Financial Officer Wei Zhou said in an interview from the company’s offices in Beijing. China’s economy grew 9.5 percent in the second quarter, for which period Charm posted a 30 percent gain in net income. Annual 2011 profit may rise 20 percent to 25 percent, Zhou said yesterday, citing estimates by analysts he didn’t identify. Charm doesn’t provide its own full- year profit forecasts, Zhou said.

“We have been able to outperform the overall market by winning new customers and getting additional advertising spending from existing customers,” Zhou said. “We have been expanding our digital service capabilities, with increased spending on online video and search portals.” The company’s 2010 profit more than doubled from 2009.

Charm, which helps clients place ads in domestic media including state broadcaster China Central Television, last month bought a 60 percent stake in Chinese search-engine marketing company ClickPro to bolster its online advertising business. The internet may surpass newspapers next year to become the second- biggest recipient of advertising spending in China after television, Zhou said.

Second Quarter 2011 Highlights

• Revenues in the second quarter of 2011 grew 48.5% year over year to $67.3 million

• Gross profit for the second quarter of 2011 grew 22.3% year over year to $18.6 million 
  
• Net income for the second quarter of 2011 grew 30.5% year over year to $11.0 million 
  
• Non-GAAP net income, which excludes share-based compensation expenses and impairment on investments, grew 28.0% year over year to $11.7 million in the second quarter of 2011
  
• Basic net income per ADS for the second quarter of 2011 was $0.28, compared to $0.23 for the second quarter of 2010 and $0.20 for the first quarter of 2011
  
• Cash flow from operations was positive for the second quarter of 2011, with cash and cash equivalents of $132.4 million as of June 30, 2011

Net Income

"In the second quarter of 2011, we continued to execute on our company strategies and gained additional market share," said Mr. He Dang, founder, chairman and chief executive officer of Charm. "We achieved solid growth, secured key client wins, and expanded our product offerings in the digital space."

Mr. Dang continued, "As media prices rise across the advertising industry, we see clients continuing to move toward integrated media solutions with increased focus on targeting and effectiveness, and we have been able to extend our integrated service capabilities by leveraging our core strength in television advertising, which still accounts for more than 60% of all advertising spending in China. We seek to protect our core competitiveness by maintaining our number one position with China's largest television network, CCTV, and by growing our television related inventory at a healthy rate."

Mr. Dang concluded, "To meet our clients' needs for integrated traditional and digital campaigns, we have also strengthened our service offerings through a combination of impressive organic growth at Charm Interactive, the strategic acquisition of ClickPro, and our continued partnership with Aegis Media in forming a joint-digital trading platform."

Mr. Wei Zhou, Charm's chief financial officer, added, "We made solid progress in executing our integrated media strategy in the second quarter as internet advertising agency revenues increased to 13% of total advertising agency revenues, as compared to approximately 5% for the full year 2010. We also made good headway at Hubei Provincial Economic TV during the quarter, as we ramped up sales operations and achieved profitability. This success demonstrates our ability to take on new media and reinforces the applicability of our media investment strategy across various television channels and programs. We will continue to implement our strategic initiatives to deliver long-term growth for our shareholders."

Business Outlook

BEIJING, July 12, 2011 /PRNewswire-Asia-FirstCall/ -- Charm Communications Inc. (NASDAQ: CHRM), a leading advertising agency in China, announced today it has won Zhongpin Inc.'s brand and communications account.

Zhongpin, Inc. (Nasdaq: HOGS) is a meat and food processing company that specializes in pork and pork products, and fruits and vegetables in China. The company is a leading enterprise in developing nationally-recognized, high-quality meats and food products through a brand image that appeals to the new, Chinese middle-class lifestyle. The company was ranked the sixth largest producer in the national meat industry in terms of revenue in 2005. Its customers include Wal-Mart, Metro, KFC, Carrefour, and McDonalds.

"Zhongpin is one of the leading companies in China's food industry, and we are very excited to use our expertise to help bolster Zhongpin's brand in the market," said He Dang, the Chairman, founder and CEO of Charm. "While the overall market demand for consumer products remains robust, we are also witnessing increasing levels of sophistication from consumers in China. As a result, more and more domestic consumer product companies are realizing the importance of branding. Charm is well-positioned to help these domestic advertisers to enhance and upgrade their brands."

We believe that our current cash and cash equivalents, cash flow from operations will be sufficient to meet our anticipated cash needs for capital expenditures for the foreseeable future.

First Quarter Highlights:

•  Revenues in the first quarter of 2011 grew 48.4% year-over-year and 9.8% quarter-over-quarter to $62.3 million
   
• Revenues for Charm's advertising agency business grew 34.1% year-over-year and decreased 8.2% quarter-over-quarter to $7.1 million in the first quarter of 2011
   
• Revenues for Charm's media investment management business grew 51.0% year-over-year and 15.3% quarter-over-quarter to $54.0 million in the first quarter of 2011
   
• Revenues for Charm's branding and identity services business grew 27.7% year-over-year and decreased 46.6% quarter-over-quarter to $1.1 million in the first quarter of 2011
   
• Gross profit for the first quarter of 2011 grew 19.3% year-over-year and decreased 32.9% quarter-over-quarter to $14.8 million
   
• Net income for the first quarter of 2011 grew 19.6% year-over-year and decreased 32.7% quarter-over-quarter to $8.2 million
   
• Non-GAAP net income, which excludes share-based compensation expenses and impairment on investments, grew 19.0% year-over-year and decreased 39.1% quarter-over-quarter to $8.9 million in the first quarter of 2011
• Basic net income per ADS for the first quarter of 2011 was $0.20, compared to $0.19 for the first quarter of 2010 and $0.31 for the fourth quarter of 2010

"We made a solid start in 2011, as we continued to deliver stable growth in the first quarter," said Mr. He Dang, founder, chairman and chief executive officer of Charm. "Our strong results demonstrate our ability to provide integrated and innovative solutions, which has allowed us to capture additional market share and to solidify our position as a leading advertising agency in China."

Second Quarter Guidance:

Rev: $66-$67.5m

Non-GAAP Net Income: $11.25-$11.75m

Fourth Quarter Highlights

• Revenues in the fourth quarter of 2010 grew 85.1% year-over-year and 17.1% quarter-over-quarter to $56.7 million
• Gross profit for the fourth quarter of 2010 grew 70.8% year-over-year and 17.4% quarter-over-quarter to $22.1 million
• Non-GAAP net income, which excludes share-based compensation expenses and impairment on investments, grew 74.5% year-over-year and 24.1% quarter-over-quarter to $14.5 million in the fourth quarter of 2010
• Basic net income per ADS for the fourth quarter of 2010 was $0.31, compared to $0.18 for the fourth quarter of 2009 and $0.28 for the third quarter of 2010

Net Income
US$ mm	4Q10	4Q09	3Q10	Y-o-Y %	Q-o-Q%
Non-GAAP Net income	$14.5	$8.3	$11.7	74.5%	24.1%
Net income	$12.2	$7.7	$11.1	58.8%	9.5%
Basic net income per ADS (US$)	$0.31	$0.18	$0.28	-	-
Fully diluted net income per ADS (US$)	$0.29	$0.17	$0.27	-	-

Full Year 2010 Highlights

• Revenues in the full year 2010 grew 81.4% year-over-year to $192.4 million
• Revenues for Charm's advertising agency business in the full year 2010 grew 61.9% year-over-year to $24.8 million
• Revenues for Charm's media investment management business in the full year 2010 grew 86.3% year-over-year to $162.6 million
• Revenues for Charm's branding and identity services business in the full year 2010 grew 44.3% year-over-year to $5.0 million
• Gross profit for the full year 2010 grew 102.5% year-over-year to $68.6 million
• Net income for the full year 2010 grew 152.1% year-over-year to $38.5 million
• Non-GAAP net income for the full year 2010, which excludes share-based compensation expenses and impairment on investments, grew 119.6% year-over-year to $42.8 million
• Basic net income per ADS for the full year 2010 was $1.02, compared to $0.14 for the full year 2009

Net Income
US$ mm	FY10	FY09	Y-o-Y %
Non-GAAP Net income	$42.8	$19.5	119.6%
Net income	$38.5	$15.3	152.1%
Basic net income per ADS ($)	$1.02	$0.14	-
Fully diluted net income per ADS ($)	$0.98	$0.13	-

"In our first fiscal year as a publicly listed company, we delivered record revenues and net income with each of our business units performing above expectations," said Mr. He Dang, founder, chairman and chief executive officer of Charm. "Throughout the year, advertising, especially TV advertising, remained the most valuable factor behind brand building in China. In the fourth quarter, we experienced particularly strong demand from traditional TV advertisers, which benefited our TV agency business and resulted in higher than expected sales from our media business. Our digital media agency business, Charm Interactive, also continued to grow with five new accounts in the fourth quarter, and total digital advertising spending in the fourth quarter was 2.5 times greater than the third quarter.

 

Mr. Zhou continued, "Looking ahead to 2011, we see above-market growth and increasing market share with first half investments in all three of our business units and the Vizeum China joint-venture, and expect to deliver progressively stronger results throughout the year. For Charm Advertising, we will invest in media buying infrastructure and advertising professionals to expand our coverage in non-CCTV media. For Shangxing Media, we will need a few quarters to ramp up the sales operations and build up the local sales team for the Hubei Provincial Economic TV channel, as we have just started our first year of operations there. Charm Interactive and Vizeum China will continue to make key hires to ensure they have the service capabilities to capture the growing demands from existing and new advertisers. We expect to continue making strategic investments in the future in order to build up our business and consistently deliver positive results to our shareholders."

Business Outlook

Third Quarter 2010 Results 

• Sales (non-GAAP) increased to $145.5 million from $89.5 million. 

• Non-GAAP third quarter net income, which excludes share-based compensation expenses and impairment on investments, grew 100.3% year-over-year and 28.3% quarter-over-quarter to $11.7 million.

• Non-GAAP EPS grew to $0.28 from $0.22.

"Solid execution in each of our core business areas drove another strong quarter of growth," said Mr. He Dang, founder, chairman and CEO of Charm. "During the quarter we reinforced our market position as the leading domestic advertising agency, and we saw strong demand from advertisers for our principal media resources. Our digital media agency business, Charm Interactive, continued to see progress with 10 new accounts signed up during the third quarter and thirty professionals recruited since June 30."

"We have strong visibility going into the fourth quarter as advertisers prepare their budgets for the year ahead and media owners select partners to operate advertising media contracts.  With the annual CCTV auction approaching we have been appointed by a number of leading Chinese companies as their exclusive agency, and we are optimistic that we will maintain our market leadership at this event. We also recently renewed our contract with Tianjin Satellite TV and expect to continue to build our relationships with our existing media partners into next year."

Mr. Dang continued, "We have launched several new long term strategic initiatives including our recently announced joint venture with Wasu Digital Group to take advantage of new media opportunities. We have also partnered with Tianjin Satellite TV to enter into content production and related advertising sales which will allow us to offer branded content opportunities for advertisers at low risk to Charm. These new business areas offer strong sustainable revenue growth potential over the medium to long term."

Mr. Wei Zhou, Charm's CFO added, "Strong performance across our business units helped drive better than expected bottom line growth and more than made up for the revenue impact of the suspension of the 'Yong Talk Show'. We expect the strength of our underlying operations to continue into the fourth quarter."

Business Outlook

• Total revenues for the fourth quarter of 2010 will range from $51.0 million to $53.0 million.

• Fourth quarter 2010 non-GAAP net income, which excludes share-based compensation expenses and impairments on investments, is expected to be between $12.0 million and $12.5 million.

These estimates do not factor in potential revenue from the replacement CCTV show.

The Company bases these estimates on a foreign exchange rate of RMB 6.7680 to US$1.00. This forecast reflects the Company's current and preliminary view, which is subject to change.

The Company estimates its total revenues for the second quarter of 2010 will range from $41.0 million to $42.5 million, of which revenues from the agency business are expected to be between $4.5 million and $5.0 million and revenues from the Company's principal media business are expected to be between $36.5 million and $37.5 million. Second quarter 2010 non-GAAP net income, which excludes share-based compensation expenses, is expected to be between $8.0 million and $8.5 million.

The Company expects that total revenues for full year 2010 will range from $185.0 million to $192.0 million. Non-GAAP net income for full year 2010, which excludes share-based compensation expenses, is expected to be between $39.0 million and $41.0 million.

The Company bases these estimates on a foreign exchange rate of RMB 6.8256 to US$1.00. This forecast reflects the Company's current and preliminary view, which is subject to change.