NIVS INTELLIMEDIA (NYSE:NIV)

On June 12, 2011, the special committee of the Board of Directors of NIVS IntelliMedia Technology Group, Inc. (the “Company”), established on March 28, 2011 to investigate certain allegations of the Company’s former independent auditors (the “Special Committee”), made certain interim remedial recommendations to the Company, including: the suspension of two employees; the engagement of an outside accounting firm to perform the Company’s accounting functions; and the consolidation of the Company’s cash in fewer bank accounts, and on June 15, 2011, the Board of Directors formally approved the Special Committee’s recommendations.

On July 11, 2011, each of Messrs. Charles Mo and Robert Wasielewski resigned as a Director of the Company, effective immediately.  In his resignation letter, Mr. Wasielewski’s cited as a reason for his resignation, the Company’s delay in implementing the Special Committee’s recommendations.  Mr. Wasielewski’s resignation also noted that concurrent with his resignation, the Special Committee’s legal counsel, Sidley Austin LLP, and its accounting advisors, Deloitte Financial Advisory Services LLP, have terminated their engagements with the Special Committee.

The Company is in the process of engaging an outside consulting firm and consolidating the Company’s bank accounts

HUIZHOU, China, June 23, 2011 /PRNewswire-Asia-FirstCall/ -- NIVS IntelliMedia Technology Group, Inc. ("NIVS" or the "Company") (NYSE Amex: NIV), a comprehensive consumer electronics company that designs, manufactures, and sells intelligent audio and visual products and mobile phones, today announced that the NYSE Amex LLC (the "Exchange") will suspend the Company's listing with the Exchange, effective as of the open of business on Thursday, June 23, 2011.

On June 20, 2011, the Company was notified by the Exchange that a Listing Qualifications Panel of the Exchange's Committee on Securities had denied the Company's request for continued listing with the Exchange, following a hearing on June 15, 2011.

Upon the suspension of trading on the Exchange, it is expected that the Company's common stock will be eligible to trade in the "grey market" where securities that are not listed, traded or quoted on any U.S. stock exchange, the OTC Bulletin Board or OTC Link are found. Grey market trades are reported by broker-dealers to their Self Regulatory Organization ("SRO") and the SRO distributes the trade data to market data vendors and financial websites, such as Yahoo!® Finance, so investors can track price and volume. The Company's stock is not immediately eligible for trading on the over-the-counter (OTC) market due to the fact that trading in the Company's stock was previously halted on the Exchange.

The Company looks forward to the conclusion of the investigation of the Special Committee and the planned subsequent audit of the Company's 2009 and 2010 fiscal years. The Company hopes to provide accurate and complete financial information to its shareholders and the investing public as soon as possible.

HUIZHOU, China, May 19, 2011 /PRNewswire-Asia/ -- NIVS IntelliMedia Technology Group, Inc. ("NIVS" or the "Company") (NYSE Amex: NIV), a comprehensive consumer electronics company that designs, manufactures, and sells intelligent audio and visual products and mobile phones, today announced that: on May 16, 2011, the Company received a notification from the NYSE Amex LLC (the "Exchange") advising the Company of the determination of the staff of NYSE Regulation, Inc. (the "Staff") that the Company is also subject to delisting pursuant to Section 132(e) of the Company Guide; and on May 17, 2011, the Company received an additional notification from the Exchange advising the Company of the Staff's determination that the Company has failed to comply with certain additional continued listing standards of the Exchange pursuant to Sections 134 and 1101 of the Company Guide.

On April 5, 2011, NIVS received notification (the "Initial Notification") from the Exchange of its intention to delist the common stock of the Company from the Exchange, pursuant to Section 1009(a) of the NYSE Amex LLC Company Guide (the "Company Guide"). For details regarding the Initial Notification, see the Company's current report on Form 8-K filed with the SEC on April 11, 2011. The Company appealed the Staff's determination and provided a written submission to the Exchange in support of its appeal on May 6, 2011 (the "Initial Submission"), and a supplemental written submission on May 10, 2011.

In the view of the Staff, the Company is additionally subject to delisting pursuant to Section 132(e) of the Company Guide because the Company made a material misrepresentation in its submission to the Listing Qualifications Panel.  Specifically, in the Initial Submission, the Company stated that it had been contacted by the SEC Division of Enforcement and had received a subpoena for documents in relation to an SEC investigation of three other companies, however, in the Initial Submission, the Company did not state that it was itself under investigation by the SEC. It has come to the Staff's attention that the representatives of the Company had been specifically informed prior to the date of the Initial Submission that the Company was itself a subject of the SEC's investigation, and that notwithstanding such notification, the Initial Submission failed to disclose that the Company was itself under investigation by the SEC. After the discrepancy was brought to the attention of the Company's representatives, it submitted the Supplemental Submission, in which it confirmed that the Company is under investigation by the SEC.

The Staff has also determined that the Company has failed to comply with certain of the continued listing standards set forth in Sections 134 and 1101 of the Company Guide because the Company has yet to file its Form 10-Q for the period ended March 31, 2011. In the view of the Staff, due to the fact that the Company's auditor withdrew its most recent audit opinion, it is expected that a new independent auditor will need to complete a full audit of the Company's financial statements. As a result of this, there is no timetable as to when or if the Company will be able to complete the filing of its Form 10-K for the year ended December 31, 2010 or Form 10-Q for the period ended March 31, 2011.

For details regarding the notices, see the Company's current report on Form 8-K filed with the SEC on or about May 19, 2011.

The Company intends to address the additional determinations of the Staff, along with the prior determinations contained in the Initial Notification, at a hearing before an Amex Listing Qualifications Panel scheduled for June 2, 2011. There can be no assurance that the Company's request for continued listing will be granted.

HUIZHOU, China, April 12, 2011 /PRNewswire-Asia/ -- NIVS IntelliMedia Technology Group, Inc. today announced that, on April 5, 2011, the Company received notification from the NYSE Amex LLC ("Amex" or the "Exchange") of its intention to delist the Company's common stock pursuant to Section 1009(a) of the Amex Company Guide, based on a determination by the staff of NYSE Regulation, Inc. (the "Staff"), that it is necessary and appropriate for the protection of investors to initiate immediate delisting proceedings.

Citing the content of the March 24, 2011 resignation letter of MaloneBailey LLP ("MaloneBailey"), the Company's former independent auditor, Amex determined that the Company is not in compliance with Amex listing standards and is therefore subject to immediate delisting. Specifically, the Staff has determined that the Company is subject to delisting pursuant to the following Sections of the Amex Company Guide: (i) Section 1003(f)(iii) in that, in the view of the Staff, the Company's actions and inactions led to MaloneBailey's resignation and withdrawal of its audit opinions, casting material doubt on the integrity of the Company's financial statements, which were relied upon by Amex; (ii) Section 1003(d), as a result of the withdrawal of MaloneBailey's audit opinions and the fact that there is no current audited financial information available for the Company, which as a result have caused the Company's filings to be noncompliant with regulations of the SEC; (iii) Section 127, based on the withdrawal of MaloneBailey's opinions; and (iv) Sections 134 and 1101, since  the timely filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2010 is a condition for the Company's continued listing on the Exchange and not only has the Company stated that it will be unable to make such a filing by the April 15, 2011 deadline, but that the Exchange expects that its new independent auditor will need to complete a full audit of the Company's financial statements.

The Company has a limited right to appeal the Staff's determination by requesting an oral or written hearing before an Amex Listing Qualifications Panel on or before April 12, 2011. If the Company does not request an appeal by such date, then the Company will be deemed to have waived the opportunity for a hearing and the decision will become final. 

The Company intends to appeal the delisting determination and request a hearing before the Exchange, but there can be no assurance that the Company's request for continued listing will be granted. For more details of the Amex notice of delisting, please see the Company's Current Report on Form 8-K filed with the SEC on April 11, 2011.

Rodman and Renshaw on NIV                               3/28/2011

NIV: Rating Under Review

Rating Under Review: We are putting NIV’s rating Under Review from Market Outperform. NIV’s stock has been halted by the exchange driven by developments leading to the resignation / dismissal of the company’s auditor Malone Bailey LLC. NIV’s Audit Committee plans to investigate the issues raised by Malone Bailey with the help of an independent third party. The Company is also interviewing candidates to appoint as its independent auditor. We will revisit our rating on getting additional clarity on the issue.

Key Takeaways: We have tried to get additional color from management on how the company is planning to respond to these developments and work with the exchange to resume trading in its shares. However, we have not received any response yet. We are removing our projections for the company until its SEC filings are made current.

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.
 

HUIZHOU, China, March 29, 2011 /PRNewswire-Asia/ -- NIVS IntelliMedia Technology Group, Inc. today responded to allegations by the Company's former independent auditor, MaloneBailey, LLP, regarding the accuracy of the Company's financial statements, as disclosed in a current report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 25, 2011.

After consultation with legal counsel and the members of the audit committee, the Board of Directors has established a special independent committee (the "Special Committee") comprised of audit committee chair, Charles C. Mo, and independent director, Robert J. Wasielewski, to investigate the allegations. The Special Committee subsequently engaged the law firm of Sidley Austin LLP ("Sidley") to serve as its independent counsel in connection with the investigation. Sidley intends to engage an accounting firm to serve as an independent forensic accountant in this regard.

Mr. Mo said, "We take the allegations by MaloneBailey very seriously and plan to conduct a thorough investigation. In the interim, we remain dedicated to providing the highest standards of oversight and governance to our shareholders and will work diligently to conclude the investigation in a timely manner."

In light of the investigation, the Company is delaying the filing of its Form 10-K for the year ended December 31, 2010.

The Company does not intend to provide further comment regarding the allegations until after the conclusion of the Special Committee's investigation.

The Company also announced that the Audit Committee has authorized the appointment of BDO China Li Xin Da Hua CPAs ("BDO") as the Company's new independent auditors, to conduct an audit of the Company's fiscal years ended December 31, 2010 and 2009.

The Board of Directors engaged Malone Bailey on January 21, 2010, and Malone Bailey reported on the Company’s financial statements for the fiscal year ended December 31, 2009. On March 23, 2011, Malone Bailey provided a letter to the Audit Committee, advising that it had encountered issues and concerns that, in Malone Bailey’s view, required additional information and procedures, including the initiation of an independent investigation, in order to verify the accuracy of certain transactions and balances recorded on the Company’s financial statements and records for the year ended December 31, 2010. In a letter dated March 23, 2011, the Company notified Malone Bailey of the Board’s decision to terminate Malone Bailey as the Company’s independent auditor and on March 24, 2011, Malone Bailey submitted a letter of resignation to the Company.

In its letter of resignation, Malone Bailey based its resignation on what it characterized illegal acts involving the Company’s accounting records and bank statements and discrepancies in accounts receivable. Malone Bailey further advised the Company that, as a result of the issues identified in performing its audit of the Company’s financial statements for the fiscal year ended December 31, 2010, it is unable to rely on management’s representations as they relate to previously issued financial statements and it could no longer support its audit opinion dated March 24, 2010, related to its audit of the consolidated financial statements of the Company and its subsidiaries as of December 31, 2009, included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009. The Company believes that it was taking appropriate steps to respond to Malone Bailey’s recommendations for further investigation prior to the dismissal and resignation of Malone Bailey, but Malone Bailey does not agree with the Company’s assertion in this regard.

HUIZHOU, China, Feb. 22, 2011 /PRNewswire-Asia-FirstCall/ -- NIVS IntelliMedia Technology Group, Inc. announced that it has won its first order from China Mobile Limited (NYSE: CHL), the largest mobile phone carrier inChina.

The order from China Mobile relates to the NIVS N61 model, which is a mobile phone designed for young children. It has distinctive security features that allow parents to track their children's location through its built in GPS.  The phone will be sold as a NIVS branded device through China Mobile. According to Morningstar, as of 2010, China Mobile controls the vast majority ofChina's domestic mobile services market, with 70% market share.  As of January 2011, China Mobile was estimated to have 589 million customers, the world's largest mobile phone subscriber base.

Rodman & Renshaw on NIV                            02/11/2011

NIV: Business With China Telecom Continues 

China Telecom (CHA, Not Rated) Selected NIVS’ E3 model: NIV announced that China Telecom has selected its “E3” 3G smart phone as one of the models in promoting its 3G services in China. NIV’s E3 model will be co-branded with both NIVS and China Telecom logos, and sold directly through CT’s own retail store network in China. The E3 model has a 2.4 inch 26 million color TFT screen and a 3 megapixel camera, e-mail function, with full web-browser capability, using China Telecom's custom smart phone operating system. NIV also reported that on a year-to-date basis, the company has received E3 purchasing order for ~$4.5 MM through 10 authorized China Telecom stores in 7 provinces.

Key Takeaways: We believe 2011 should witness a more aggressive approach by all three carriers in promoting 3G adoption. NIV managements stated efforts with China Telecom now appear to be resulting in stronger revenues. We expect that lower priced feature rich smart phones should be an important part of the strategy driving 3G adoption in China and NIV is well positioned in this respect. If the company demonstrates margin improvements through higher sales of smart phones, investors should take notice.

Valuation: In our opinion, any multiple expansion for NIV should be driven primarily by management’s execution of its strategy, margin improvements and handset driven contract wins. With the stock trading at P/E multiples of ~4.6x and ~3.8x to our FY10 and FY11 earnings estimates, and ~1.5x P/B ratio, we believe that the stock remains attractively priced. We are comfortable maintaining a $7.00 price target for NIV, which translates into P/E multiple of ~13.4x and ~10.9x to our estimates for FY10 and FY11.

Notice Regarding Privacy and Confidentiality:

This material has been prepared for informational purposes only. While it is based on information generally available to the public from sources we believe to be reliable, no representation is made that the subject information is accurate or complete. Past performance is not a guarantee nor does it necessarily serve as an indicator of future results. Price and availability are subject to change without notice. Additional information is available upon request.

Since Rodman & Renshaw, LLC is not a tax advisor, transactions requiring tax consideration should be reviewed carefully with your tax advisor. Similarly, Rodman & Renshaw, LLC is not a law firm and provides no legal opinions or legal advice.

Rodman & Renshaw, LLC may make a market in the securities being discussed.

Rodman & Renshaw, LLC and/or its officers or employees may have positions in any of the securities of this (these) issuer(s).

Member FINRA.
Member SIPC.

• Sales for the third quarter ended September 30, 2010 were $84.5 million, an increase of $31.6 million or 59.7%, from $52.9 million in the same period last year.

• Income from operations was $8.2 million, an increase of $1 million, or 13.3 %, from $7.2 million in the prior year period.

• Net income of $6.0 million, or $0.12 per diluted share, an increase of $500 thousand, or 7.6% from $5.5 million in the same period last year.  The EPS in the 2009 third quarter was $0.14 per diluted share.  

The decrease in the September 30, 2010 EPS can be attributed to the increased operating expense in the quarter due to the non-cash cost of amortization, stock based compensation – a new cost to the Company, and to the Company's increase in diluted shares outstanding as a result of the Company completing a common share stock offering in April of this year.  

Mr. Tianfu Li, NIVS' Chairman and CEO, said, "We were very busy during the third quarter of this year.  Among other things we completed delivery of our 3-G Android mobile phone to the World Expo.  We're also awaiting approvals from both China Mobile and China Unicom as approved suppliers and if approved, we expect that such designation will further enhance the overall performance of our mobile phone business.  We were also recognized by GOME Electrical Appliances Holding for contributing 12% to their top line from the sales of the NIVS computer peripheral speaker.  As a result of these and other developments our sales and net income remained robust and we're confident that for the balance of the year we will achieve the financial results for which we've previously provided guidance."

Guidance for 2010 business operations

The Company expects

• 20-30% growth in fiscal 2010 for its traditional audio and visual products compared with fiscal 2009.

• Gross and net profit margin maintained at approximately 22-25% and 10-12%, respectively. The mobile phone business is a new product line for the Company and is expected to contribute $80-100 millionof revenue in 2010 and with gross and net profit margins ranging from approximately 10-18% and 5-9%, respectively.

The Company hopes to further enhance its margins by incorporating increased product functionality and enhanced product design into its recently acquired mobile phone manufacturing operations.

Overall, the Company anticipates that it will generate $290-340 million of revenue, with gross and net margins estimated to range between 19-21% and 7-10%, respectively, in 2010.

On October 1, 2010, Simon Zhang resigned as Chief Financial Officer and Corporate Secretary of NIVS IntelliMedia Technology Group, Inc. (the “Company”), effective immediately. Simon Zhang’s resignation was for personal reasons and not due to any disagreement with the Company.

On October 1, 2010, the Board of Directors of the Company appointed Alexander Chen as the Company’s new Chief Financial Officer and Corporate Secretary, to fill the vacancy left by Mr. Zhang’s departure.

For the second quarter ended June 30, 2010, the Company reported net income of $6.8 million, or$0.14per diluted share, an increase of $2.1 million, versus $4.7 million, or $0.11per diluted share, in the second quarter of 2009.

For the six months ended June 30, 2010, the Company reported net income of $12.2 million, or $0.27 per diluted share, an increase of $5.1 million, or 71.8%, compared to $7.1 million, or $0.18 per diluted share, during the comparable prior year period.

Business Outlook

The Company's financial position improved strongly in the second quarter of 2010 as the Company's newly acquired mobile phone manufacturing operations contributed a meaningful amount of revenue. The Company believes that these and other fundamentals that have been established will contribute to the Company's continued rapid growth in 2010.

For the remainder of 2010, the Company intends to continue its strong marketing and new product launch momentum, and remain focused on executing the goal of becoming China's pre-eminent integrated consumer electronics company. The Company intends to further enhance its income statement by focusing on cutting operating costs and streamlining operating efficiencies. In addition, the Company will continue to focus on R&D and add to its product portfolio, such as 3G mobile handsets, for example. As demonstrated by the robust year-over-year revenue growth of its intelligent audio and visual products in the first quarter of 2010, the Company believes that the integration of its solid technology, design, manufacturing, distribution, product and marketing continues to be well-received by its customers and end users.

The Company intends to sustain its strong growth across all operating segments and remains confident about the growth of the mobile phone and consumer electronics industry. Management further believes that the Company's integrated strengths should allow it to expand market share within its core market and help to capture opportunities in new markets, enabling sustained strong financial results and greater share value.

Guidance for 2010 business operations

Overall, the Company anticipates that it will generate $290-340 million of revenue in 2010, with gross and net margins estimated to be similar to those realized in the first half of the year.

NIVS IntelliMedia Technology Group estimates for its 2010 second quarter:

• revenue to be between $77 million and $79 million (compared to $40.9 million for 2009 second quarter), representing an estimated increase of between 88.4% and 93.3%.
  
• gross profit is expected to be between $15 million and $16 million (compared to $9.7 million for 2009 second quarter), representing an estimated increase of between 53.9% and 64.1%.
  
• net income is expected to be between $6.5 million and $7.5 million (compared to $4.6 million for 2009 second quarter), representing an estimated increase of between 52.3% and 63.2%,
  
• earnings per share of between $0.14 and $0.16, based on a weighted-average of 47,159,642 shares outstanding during the second quarter (compared to $0.12 for 2009 second quarter).

Regarding its previously released guidance for full year 2010, the Company reiterates that it anticipates full year:

• revenue of between $290 and $340 million 
• gross between 19-21%
• net margins between  7-10%.

PR Newswire (July 20, 2010)

We are removing NIV from the GeoSpecial List at $3.29.

On February 23, 2010 we placed Nivs Intellimedia on the GeoSpecial list as a short-term trading opportunity @ $3.39. While the stock did briefly eclipse $4.00, it has retreated due in part to closing of equity raise that will result in 20% dilution.

"NIVS IntelliMedia Technology Group, Inc., (NYSE AMEX: NIV) ("NIVS" or the "Company"), a consumer electronics company that designs, manufactures and sells intelligent audio and visual products, today announced the pricing of a public offering of 7,294,832 shares of its common stock at a price of $3.29 per share. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,094,224 shares to cover over-allotments, if any. The offering is expected to close on April 23, 2010, subject to customary closing conditions." press release

Comments in the 10K also indicate the fourth quarter results may not hold.

"The first quarter is traditionally our low season due to the long Chinese New Year Holiday, with sales gradually increasing in the second quarter. Sales are usually highest in the fourth quarter as most of the factories in China will ship out their stock to prepare for the Chinese New Year Holiday."

The use of proceeds section in the offering documents also reveal nothing spectacular:

"We intend to use the net proceeds of the offering for general corporate and working capital purposes, such as sales and marketing, research and development, working capital and other general corporate purposes. We cannot specify with certainty the particular uses for the net proceeds."

Basically, we just don't have enough information to determine if Nivs Intellimedia can overcome the 20% dilution from this offering. With a trailing P/E 5.75 of value investors may still find NIV shares attractive at current price levels. Hopefully, the company will consider issuing guidance.

Disclosure: GeoTeam Long NIV, with plans to sell.

Mr. Tianfu Li, Chairman and CEO of NIVS, commented, 'We are very pleased with our performance this quarter. Our significantly improved sales revenue reflects the success of our aggressive marketing efforts. We have now executed our product road show and advertising campaign in every province in China, improving our brand awareness throughout the country, including in regions where we where the NIVS brand name was not so strong before such as western and northern China. We are particularly happy to have so strongly extended our distribution networks. We believe that our cooperation with such big retailers as Gome and Suning will significantly improve the reach of our products and help drive future revenues. As such, we feel comfortable that we have created a strong foundation for healthy business for the remainder of 2009.'

Full Year Fiscal 2009 Guidance Ending December

Source: PR Newswire (August 14, 2009)

Guidance Report:

The Company reaffirms it's 2009 guidance. The Company also reaffirms full year 2009 net profit margin will remain firm in the historical range of 9-10%. 'For the remainder of 2009, we intend to continue our strong marketing and new product launch momentum, as we remain focused on executing our goal of becoming China's pre-eminent integrated consumer electronics company. Following the strong success of our promotional road show during the first quarter, we plan to extend our road show to another 15 Chinese provinces in late May.

Full Year Fiscal 2009 Guidance Ending December

Guidance Report:

 The Company does not expect significant changes in its profit margins. The Company's recent expansion of its LCD production line, continuing strong demand for attractively priced LCD televisions, and new product lines, including Blue-ray Disc players GPS navigation systems, are expected to drive top-line revenue growth. NIVS is dedicated to continuously developing products for the Chinese domestic market and distributing its Mandarin language intelligent products under its brand name "NIVS."

Full Year Fiscal 2009 Guidance Ending December

Source: PR Newswire (March 31, 2009)