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 Visionchina Media (NASDAQ:VISN)

Thursday, June 5, 2014
Comments & Business Outlook

First Quarter 2014 Financial Results

  • VisionChina Media's total revenues were $22.0 million in the first quarter of 2014, representing an increase of 29.1% from $17.1 million in the first quarter of 2013.
  • Net (loss)/income per ADS (1): Basic and diluted (1.41) vs. last years same quarterly loss of (2.87)

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "The first quarter of 2014 represented a new start for VisionChina. We were delighted to see strong year-over-year improvement in performance of our core advertising business despite seasonal weakness. We also saw recognition from our advertisers to our diversified advertising products. We expect even stronger results for the rest of this year. As previously announced, we entered into a constructive settlement arrangement with the selling shareholders of Digital Media Group, which enables our management team to re-focus on bringing long-term value to our shareholders. With that goal in mind, VisionChina is taking great strides to build up the largest Wi-Fi network in China's mass transit system as the primary mobile internet entry point in China's urban outdoor space."

Stanley Wang, VisionChina Media's chief financial officer, added, "Our core advertising business demonstrated its unique value in China's advertising market despite the overall cautious sentiment of the advertisers. With continuous improvement in our core advertising business and the expected settlement of what had been long-running litigation, the Company is ready for the next step to even more exciting mobile internet business opportunities."

Business Outlook

The Company estimates its advertising service revenue for the second quarter of 2014 will be between $30.0 million and $31.6 million, representing year-over-year growth of 12.4% to 18.3%.

These estimates are based on an exchange rate of RMB 6.1145 per $1.00.

The Company notes that its guidance is based on its current network that, as of the date of this press release, has been secured by exclusive agency agreements or joint venture contract. If the number of cities in the Company's network expands or contracts, or if there is any development that affects management's assessment of the expected settlement arrangement, management's forecast could be affected.


Friday, April 11, 2014
Joint Venture

BEIJING, April 11, 2014 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced it has entered into a strategic partnership with China United Network Communications Group Co., Ltd. ("China Unicom"), China's second largest mobile communications operator. The signing represents a key milestone in VisionChina's mobile internet strategic initiative to establish its national WIFI service networks on the public transit platform in China.

"With hundreds of millions of passengers across China's public transit systems and over 50 minutes of average daily commuting time on buses and subways, we see enormous opportunities for mobile internet networks, with the aim of creating a primary entry point for mobile internet traffic that closely links consumer demand and market supply through our designated media platform," said Mr. Limin Li, VisionChina Media's chairman and chief executive officer, "VisionChina Media has secured a series of exclusive concession agreements in various major cities and is ready to further expand our national footprint. Our partnership with China Unicom is a significant step in the implementation of our mobile internet strategy allowing public transit system passengers to enjoy a wide range of interactive activities via their mobile devices. Moreover, we expect our WIFI service networks will become a vibrant and important market space for O2O service providers and are excited about the long-term growth potential of this new business model."

VisionChina Media and China Unicom have agreed to establish a long-term, strategic cooperation across a number of areas, including mobile communications and mobile broadband, with the ultimate goal of establishing WIFI service networks on public transit across China. With its extensive knowledge and experience in mobile communication and the operation of smart cities, China Unicom will devote its advanced 3G and 4G mobile communication networks nationwide to support the development of VisionChina Media's designated national WIFI networks, which VisionChina Media will build independently on its existing nationwide mobile television media networks. By fully leveraging the Company's unique advantages in content creation, VisionChina Media plans to provide commuters with enhanced interactive experiences along with high-speed mobile internet access and other value-added mobile communication services.

Mr. Wenke Tian, China Unicom's general manager of corporate customer service, said, "We will take full advantage of our established WCDMA 3G and coming 4G networks to assist VisionChina Media in establishing its next generation of media networks. Both parties will leverage their core competencies to continuously strengthen this cooperation while fueling other related business opportunities to provide customers with quality and convenient mobile internet service, along with the delivery of differentiated information and content."


Tuesday, April 1, 2014
Resolution of Legal Issues

BEIJING, March 31, 2014 /PRNewswire/ -- VisionChina Media Inc. (the "Company") and its affiliate Vision Best Limited (collectively, "VisionChina") (Nasdaq: VISN), along with Oak Investment Partners XII, Limited Partnership ("Oak"), Gobi Partners, Inc. n/k/a Gobi Ventures, Inc., Gobi Fund, Inc. and Gobi Fund II, L.P. (collectively "Gobi") and Shareholder Representative Services, LLC (collectively with Oak and Gobi, the "Selling Shareholders"), and Thomas GaiTei Tsao today announced that they have reached a confidential settlement ("proposed settlement") of related lawsuits filed in the New York State Supreme Court and the Grand Court of the Cayman Islands, Financial Services Division, arising out of the 2009 acquisition by VisionChina from the Selling Shareholders of Digital Media Group Ltd. The Settlement agreement is expected to be signed and executed in the second quarter of 2014, subject to approval by VisionChina Media's shareholders and other customary closing conditions.

The proposed settlement was reached through good faith efforts of all parties to resolve all proceedings and claims, including all claims by the Selling Shareholders against VisionChina for breach of contract with respect to post-closing consideration for the acquisition. Under the terms of the settlement, VisionChina would pay the Selling Shareholders $70 million, consisting of $12 million in cash and $58 million in six-year term convertible promissory notes issued by VisionChina, in addition to certain other consideration.

Under the terms of the proposed settlement, the closing of the Settlement Agreement is subject to approval by VisionChina Media shareholders. The Company plans to hold an Extraordinary General Meeting on April 24, 2014 and to publish a notice of the meeting soon. Having thoroughly analyzed the Settlement Agreement and other alternatives available, the Board of Directors of the Company ("Directors") was in the opinion that the settlement is in the best interest of the Company's shareholders. The Directors have decided to enter into the Settlement Agreement and recommend that VisionChina shareholders vote to confirm and approve the Settlement Agreement with the Selling Shareholders.


Friday, March 28, 2014
Contract Awards

BEIJING, March 28, 2014 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced the renewal of an exclusive contract to continue operations of the Company's mobile digital television advertising network in Wuhan, the capital city of China's Hubei Province.

The new contract is effective from April 1, 2014 to December 31, 2018 and provides that the Company will continue to operate the digital mobile television advertising on buses in the city of Wuhan as an exclusive operator for international and national advertising placement, which accounts for more than 90% of total advertising revenue in the Wuhan market. The rearrangement will result in a reduction in the company's media costs in Wuhan associated with the agreement of 46.7% year over year, with no decrease in anticipated revenue.

"This contract extension creates a more favorable cost structure for us and is the result of our ongoing media resource optimization initiatives," said Mr. Limin Li, VisionChina Media's chairman and chief executive officer. "Under the new agreement, we will be able to optimize our advertising inventory and enhance our operating leverage while supporting our current revenue growth trajectory. We will continue to pursue our proven cost-control strategy to solidify a more competitive cost structure, while improving gross margin and operating efficiency in the long term."

According to the Wuhan Bureau of Statistics, in 2013 Wuhan ranked ninth in terms of GDP among all cities in China with a total GDP of RMB 900 billion, or approximately US$145 billion. The city has a population of over 10 million residents.


Tuesday, March 18, 2014
Comments & Business Outlook

Fourth Quarter 2013 Financial Results

  • Total revenues were $32.5 million in the fourth quarter of 2013, representing an increase of 24.3% from $26.1 million in the fourth quarter of 2012 and an increase of 13.9% from $28.5 million in the third quarter of 2013.
  • Basic and diluted net income per American Depository Share ("ADS") attributable to VisionChina Media shareholders in the fourth quarter of 2013 was $0.03 and $0.03, respectively (one ADS[1] represents twenty ordinary shares), compared to basic and diluted net loss per ADS attributable to VisionChina Media shareholders of $3.45 and $3.45, respectively, in the fourth quarter of 2012.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "We are pleased to report a profitable fourth quarter of 2013, which was the result of continued improvements in our operating efficiency along with strict cost-control measures. Also, the series of transitional strategies we implemented regarding promotional and marketing events, technological innovation, and programming production have yielded encouraging results and have significantly broadened our product and service offerings. We are also vigorously working with our bus partners, along with leading internet companies, to explore additional ways of monetizing our networks amid the popularity of the mobile internet. While we have come to expect seasonal weakness in the first quarter, I am confident that we are on the right track to continue to deliver improved operational and financial results in 2014."

Stanley Wang, the Company's chief financial officer, added, "The fourth quarter of 2013 marked a strong rebound for VisionChina Media, reflecting continued gains in our brand recognition among advertisers given our scale of coverage, high conversion rates, and highly cost-effective mobile TV networks, which hold particular appeal for mobile internet operators as a means to break through limitations in traditional online advertising. Going forward, we will continue to carefully manage costs and expenses in order to provide a solid foundation for sustainable and long-term bottom-line growth."

Business Outlook

The Company estimates its advertising service revenue in the first quarter of 2014 will be between $20.5 million and $21.5 million, excluding 6% Value Added Tax, representing year-over-year growth of 20.6% to 26.4%. The Company estimates that advertising service revenue during the first quarter of 2014 will be negatively affected by seasonality. The Company expects that the seasonal impact will be short-term in nature and that the Company's advertising service revenue will increase in subsequent quarters.

These estimates are based on an exchange rate of RMB 6.1232 per $1.00.

The Company notes that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract, and is based on management's current assessment of the possible outcome of settlement discussions with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the settlement discussions that affects management's assessment of the possible outcome, management's forecast could be affected.


Thursday, January 16, 2014
Deal Flow

BEIJING, January 16, 2014 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced that its consolidated variable interest entity, VisionChina Media Group Co., Ltd. ("VisionChina Media Group" or "Borrower"), has been granted an extension of its existing secured revolving credit facility (the "Credit") from China Construction Bank (Shenzhen branch) (the "Bank") until January 9, 2015. The total amount of the renewed credit facility is RMB 130.0 million (approximately US$21.5 million).

The Credit, which was originally scheduled to expire on January 13, 2014, is secured by the accounts receivable of VisionChina Media Group and carries an interest rate in a range between 95% to 160% of the People's Bank of China benchmark interest rate ("Benchmark Rate"). The interest rate of each borrowing via the Credit is determined at the time of each draw-down. The Credit is available for general corporate purposes and working capital, and is prohibited for use in repayment of merger consideration regarding the acquisition of Digital Media Group Company Limited or its related litigation settlement. The Credit contains a restrictive financial covenant that requires Visions China Media Group to maintain a leverage ratio of no higher than 65%. Violation of this financial covenant could result in a default under the Credit, which would permit the Bank to terminate this revolving credit facility and require immediate repayment from the Borrower of any outstanding loans advanced. As of the date of this press release, VisionChina Media Group had total borrowings of RMB 120.0 million via the Credit at an interest rate of 6.9%, representing 115% of Benchmark Rate.

Stanley Wang, VisionChina Media's chief financial officer, commented, "The extended credit facility will continue to provide adequate liquidity to our company. We believe our existing available banking credit facilities are sufficient to support our current business operations and future development."


Tuesday, November 19, 2013
Comments & Business Outlook

Third Quarter 2013 Financial Results

  • Total revenues in the third quarter of 2013 were $28.5 million, representing a 6.9% increase from $26.7 million in the second quarter of 2013, exceeding the Company's revenue guidance.
  • Both basic and diluted net loss per ADS (GAAP) was $0.73 vs. last years loss of $ 1.15 in the third quarter of 2013.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "In the third quarter of 2013, we saw signs of overall improvement in our operating efficiency and a positive trend in our gross margin thanks in part to our diligent efforts in promotional marketing campaigns and programming creativity. While advertising spending by fast-moving consumer brands again accounted for a significant portion of our revenue, mobile internet game advertisers have shown increased momentum in using our networks to reach their target audiences. We will continue to strengthen our brand recognition among mainstream advertisers and increase our penetration into new types of internet based businesses to seize incremental revenue opportunities. We are increasingly confident that our business will show a healthy recovery in terms of our bottom line for the remainder of 2013 and into next year."

Stanley Wang, VisionChina Media's chief financial officer, added, "We were delighted to see a very positive trend with respect to the Company's gross margin in the third quarter, which demonstrates our strong operating leverage. Given our outlook for increased advertising revenue in the fourth quarter, along with our ongoing cost-control efforts, we believe our operating efficiency will continue to improve."

Business Outlook

The Company estimates its advertising service revenue in the fourth quarter of 2013 will be in the range from $30.0 million to $31.5 million, excluding 6% Value Added Tax, representing year-over-year growth of 17.6% to 20.7% or quarter-over-quarter growth of 6.5% to 11.8%.

These estimates are based on an exchange rate of RMB 6.1364 per $1.00.

The Company notes that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract, and is based on management's current assessment of the possible outcome of settlement discussion with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the settlement discussion that affects management's assessment of the possible outcome, management's forecast could be affected.


Tuesday, September 10, 2013
Comments & Business Outlook

Second Quarter 2013 Financial Results

  • Total revenues in the second quarter of 2013 were $26.7 million, representing a 56.3% increase from $17.1 million in the first quarter of 2013, in line with the Company's revenue guidance.
  • Basic and diluted net loss per American depositary share ("ADS[1]") attributable to VisionChina Media shareholders in the second quarter of 2013 was -$1.15 vs. last years loss of -$38.20 (one ADS represents 20 ordinary shares).

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "Despite uncertainty in the advertising market, our substantial financial improvements in the second quarter reflect the Company's progress in returning to profitability. Moreover, we are encouraged to see increased demand for our advertising products, along with good execution by our sales force, and we have great confidence as we look to finish 2013 with an even better performance."

Stanley Wang, VisionChina Media's chief financial officer, added, "We will continue to execute on our cost-control measures, especially with respect to our subway business, to further improve our performance and liquidity."

Business Outlook

The Company estimates its advertising service revenue in the third quarter of 2013 to be between $27.0 million and $28.0 million, excluding 6% VAT. Third quarter 2013 net loss attributable to VisionChina Media shareholders, excluding share-based compensation expenses, is estimated to be less than $4.0 million.

These estimates are based on an exchange rate of RMB 6.2025 per $1.00.

The Company notes that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract, and is based on management's current assessment of the possible outcome of settlement discussion with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the settlement discussion that affects management's assessment of the possible outcome, management's forecast could be affected.


Monday, September 9, 2013
Legal Insights

BEIJING, Sept. 6, 2013 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one ofChina's largest out-of-home digital television advertising networks on mass transportation systems, today provided updates regarding a number of appeals and cross-appeals before the Supreme Court of the State of New York, Appellate Division, as well as enforcement proceedings in the Cayman Islands, as detailed below.

On June 11, 2013, the Appellate Division, First Department of the Supreme Court of the State of New York entered a Decision and Order (the "Appellate Division Ruling"), determining appeals and cross-appeals from rulings by Hon. Charles E. Ramos of the Supreme Court, New York County (the "Trial Court").  The Appellate Division Ruling (a) affirmed the Trial Court's orders of November 3, 2011 granting the motions of the Selling Shareholders to dismiss the claims and counter-claims of VisionChina Media and Vision Best (collectively, "VisionChina") for fraud, unjust enrichment and declaratory judgment, (b) reversed that part of the Trial Court's order of June 15, 2012 that denied the Selling Shareholders' motion for partial summary judgment on the defense asserted by VisionChina to the Selling Shareholders' claims for breach of contract, including the defense based on allegations of intentional destruction of certain electronic data that was to be conveyed as part of the sale of DMG's assets, and (c) affirmed the Trial Court's denial of the Selling Shareholders' motion to dismiss the breach of contract and indemnity claim asserted by VisionChina, seeking an amount not less than US$2,785,633, based on alleged inaccuracies in the representations and warranties within the Merger Agreement.

With respect to the orders entered by the Trial Court regarding the attachment of VisionChina's assets, the Appellate Division Ruling (d) reversed the Trial Court's order entered on November 4, 2011, granting the motion by the Selling Shareholders for pre-judgment attachment of assets of VisionChina, (e) reversed the Trial Court's order entered on June 15, 2012, granting the motion by the Selling Shareholders to confirm the two ex parte orders of attachment they previously obtained in the aggregate amount of US$60 million (the "Attachment Orders"), and (f) reversed the Trial Court's order entered on August 13, 2012, granting the motion of the Selling Shareholders' to compel VisionChina to transfer US$60 million into New York pursuant to the Attachment Orders (the "Turnover Order").

Neither VisionChina nor the Selling Shareholders sought leave to appeal the Appellate Division Ruling, which therefore became final.  On July 15, 2013 the Trial Court entered an order requested by the Selling Shareholders granting summary judgment on two of their causes of action in the amount of $60 million plus interest and certain costs and permitting execution on such judgment.  OnJuly 26, 2013 the Clerk of the Trial Court entered judgment in favor of the Selling Shareholders pursuant to the July 15, 2013 order, directing that they shall recover from VisionChina the sum of $71,800,047.46 and have execution thereof (the "New York Judgment").

On July 29, 2013 proceedings were begun in the Cayman Islands against VisionChina Media, Inc. for the enforcement of the New York Judgment entered on July 26, 2013 (the "Cayman Islands Proceeding"). VisionChina Media, Inc. filed its defense on August 28, 2013, and those proceedings are progressing.

The Company is currently in the process of settlement discussions with the Selling Shareholders in connection with the New York Judgment and the Cayman Islands Proceeding.


Friday, June 14, 2013
Comments & Business Outlook

First Quarter of 2013 Financial Results

  • Total revenues in the first quarter of 2013 were $17.1 million.
  • Gross loss in the first quarter of 2013 was $5.1 million.
  • Operating loss in the first quarter of 2013 was $14.4 million.
  • Net loss attributable to VisionChina Media shareholders in the first quarter of 2013 was $14.6 million.
  • Basic and diluted net loss per American Depositary Share ("ADS[1]") attributable to VisionChina Media shareholders in the first quarter of 2013 was $2.87 and $2.87, respectively (one ADS represents twenty ordinary shares).

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "The first quarter of 2013 was the start of a transition year, and a series of strategic adjustments surrounding promotional marketing events, technological innovation and programming production have shown encouraging initial results. While the first quarter of each year is typically marked by seasonal weakness, we are confident that our integrated mobile TV network, now enhanced with a wider range of product offerings, will provide advertisers with a comprehensive all-in-one media solution and improve our operations throughout the remainder of 2013. "

Stanley Wang, VisionChina Media's chief financial officer, added, "Sequential decreases in various cost and expense items indicate that our cost control measures have effectively built up a very healthy cost structure on which we can implement our operating strategies for the rest of 2013. With an expected rebound in our top line in the second quarter and further revenue improvement in second half of the year, we believe we are on the right track to make significant improvements in our performance as compared to that of 2012."

Business Outlook

The Company estimates its advertising service revenue in the second quarter of 2013 to be between $26.0 million and $27.0 million, excluding 6% VAT. Second quarter 2013 net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses, contingent loss in connection with litigation, with the impairment loss (non-GAAP) is estimated to be between $6.0 million and $7.0 million.

These estimates are based on an exchange rate of RMB 6.2666 per $1.00.

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract, and based on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Thursday, June 13, 2013
Legal Insights

Total Damages Could Exceed US$108 million

NEW YORK, June 13, 2013 /PRNewswire/ -- The Appellate Division of the New York State Supreme Court has granted partial summary judgment in favor of Gobi Partners and Oak Investment Partners in their breach of contract claims against VisionChina Media Inc. (Nasdaq: VISN) and its subsidiary ("VisionChina"). In the same ruling, the appellate court affirmed the dismissal of VisionChina's claims of fraud and reversed the lower court's grant of a motion to attach $60m in assets.

In reaction to this ruling, Thomas J. Kavaler, a partner at Cahill Gordon & Reindel LLP and counsel to Gobi and Oak, stated that, "With this legal victory, plaintiffs now can proceed to collect their judgment of $60 million from VisionChina and also to continue to pursue their other claims."

With this grant of partial summary judgment, Gobi and Oak have prevailed on most of the claims in their lawsuit against VisionChina relating to VisionChina's acquisition of a promising digital advertising company called Digital Media Group (DMG), previously owned by Gobi and Oak. Gobi and Oak plan to take all measures to enforce over US$108 million in contractual obligation and damages against VisionChina.


Tuesday, May 21, 2013
Investor Alert

BEIJING, May 20, 2013 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one ofChina's largest out-of-home digital television advertising networks on mass transportation systems, today announced that on May 16, 2013, the Company received a letter (the "Letter") from NASDAQ Stock Market LLC ("NASDAQ") indicating that it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1). The Letter, which the Company expected, was issued in accordance with NASDAQ procedures because the Company did not file its annual report on Form 20-F for the year ended December 31, 2012 with the Securities and Exchange Commission by the extended May 15, 2013 deadline.

Pursuant to the NASDAQ listing standards, the Company has 14 calendar days, or until May 30, 2013, to submit a plan to NASDAQ to regain compliance with the NASDAQ Listing Rules, and if NASDAQ accepts the Company's plan of compliance, NASDAQ may grant an extension of up to 180 calendar days from the due date of the annual report on Form 20-F, or until November 12, 2013, to regain compliance with the continued listing rules. If NASDAQ determines that the Company's plan is not sufficient to regain compliance, NASDAQ will send written notice of such decision, and the Company may appeal the decision to a NASDAQ Hearings Panel.

The Company plans to submit a plan to NASDAQ by May 30, 2013 to show that the Company will be able to return to compliance with the NASDAQ Listing Rules. The Company is still in the process of confirming the availability of certain loans that would affect its sources of liquidity, which could have an effect on the audit opinion from the Company's independent auditors. The Company is working diligently on this matter and intends to file its annual report on Form 20-F as soon as practicable.


Tuesday, April 9, 2013
Comments & Business Outlook

Fourth Quarter 2012 Results

Total revenues in the fourth quarter of 2012 were $26.1 million.

Gross loss in the fourth quarter of 2012 was $40,898.

Operating loss in the fourth quarter of 2012 was $16.4 million.

Net loss attributable to VisionChina Media shareholders in the fourth quarter of 2012 was $17.5 million.

In the fourth quarter of 2012, the Company's non-GAAP financial measure, net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses and provision for contingent loss in connection with litigation, and if any, amortization of intangible assets, impairment loss and income tax credit in connection with the impairment loss (non-GAAP), was $15.3 million, compared to non-GAAP net loss attributable to VisionChina Media shareholders of $12.7 million in the third quarter of 2012.

Basic and diluted net loss per American Depository Share ("ADS") attributable to VisionChina Media shareholders in the fourth quarter of 2012 was $3.45 and $3.45, respectively (one ADS[1] represents twenty ordinary shares), compared to basic and diluted net loss per ADS attributable to VisionChina Media shareholders of $2.82 and $2.82, respectively, in the third quarter of 2012.

Fourth Quarter 2012 Non-Gaap loss was $3.00 vs. last years earnings of $0.80


Tuesday, January 8, 2013
Resolution of Legal Issues

BEIJING, January 8, 2013 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems today announced that on Monday, January 7, 2013, the New York State Supreme Court issued an order of civil contempt against VisionChina Media, Inc. and Vision Best Limited (collectively, "VisionChina") for their failure to comply fully with an August 13, 2012 turnover order requiring VisionChina to post security in connection with prejudgment orders of attachment totaling $60 million.

Justice Charles E. Ramos of the New York State Supreme Court issued an order of civil contempt against VisionChina in the case entitled Shareholder Representative Services LLC, et al, v. VisionChina Media Inc. et al. The ruling, after a brief hearing, was based on the judge's finding that VisionChina had failed to comply fully with an August 13, 2012 turnover order requiring VisionChina to post security in connection with prejudgment orders of attachment totaling $60 million. The turnover order required VisionChina to pay that amount to the New York City Sheriff or enter into an escrow of the funds in the People's Republic of China or alternative security arrangement acceptable to plaintiffs. Although VisionChina arranged to transfer to the Sheriff most of the assets of its subsidiaries located outside the PRC (almost $4.5 million), VisionChina had advised the judge that it was not able to transfer additional assets held by its PRC subsidiary because of restrictions of the PRC's State Administration of Foreign Exchange.

The contempt sanction is a fine of $250 plus payment of the plaintiffs' attorneys' fees incurred on the contempt application. The amount of the fees is unknown at this point. Plaintiffs are required to submit an affidavit of services detailing the amount of their fees, and VisionChina will have an opportunity to object and respond to that.

VisionChina has appealed from the August 13, 2012 turnover order and the prejudgment attachment orders. Its appeals will be argued in the New York State Court's Appellate Division on January 15, 2013. VisionChina will also continue to vigorously pursue its appeal to revive its affirmative claims against Gobi Partners and Oak Investment Partners for fraud and other relief.


Friday, December 28, 2012
Resolution of Legal Issues

BEIJING, December 28, 2012 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced that it has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Market.

As previously disclosed, the Company received a notice from The Nasdaq Stock Market LLC dated July 13, 2012, indicating that, for the 30 consecutive business days from May 31, 2012 to July 12, 2012, the bid price for the Company's American Depositary Shares ("ADSs") had closed below the minimum $1.00 per share required for continued listing under Nasdaq listing Rule 5450(a)(1). The Company was granted a period of 180 calendar days, or until January 9, 2013, to regain compliance with the minimum bid price requirement.

On December 28, 2012, the Company received notification from The NASDAQ Listing Qualifications department that it had regained compliance with the minimum bid price requirement under the Listing Rule 5450(a)(1) after maintaining a closing bid price of the Company's ADSs equal to or in excess of $1.00 per share for the last 10 consecutive trading days, from December 12, 2012 to December 26, 2012.


Thursday, December 20, 2012
Comments & Business Outlook

SHANGHAI, Dec. 20, 2012 /PRNewswire/ -- WithVisionChina Media's (Nasdaq: VISN) common stock having lost more than 95 percent of its value in the past two years, a new web site, SaveVisionChina.com, has been launched that allows stakeholders to contact the Company's independent directors to press for meaningful change.

Those independent directors are:

  • Yanqing Liang, Director of Beijing Zhonghe Qingrun Investment Co., Ltd.
  • Xisong Tan, Chairwoman of Hairun Ogilvy Entertainment Distribution and Advertising Co.
  • Arthur Wong, CFO of GreenTree Inns Hotel Management Group and Director of Besunyen Holding Co.
  • Kit Leong Low, CFO of Focus Media

The plunge in VisionChina's market value has occurred despite robust growth in China's digital media market, where VisionChina has an enviable position in key Tier-1 Chinese subway and bus-based advertising markets.

"It is absolutely untenable to maintain the status quo at a company that has so clearly lost its way. VisionChina's independent directors need to take bold action to revive the company so that it can reach its full potential," said Thomas G. Tsao, founder of Shanghai-based Gobi Partners, which launched the site in partnership with Oak Investment Partners.

Oak and Gobi are major shareholders in VisionChina.

Published in both Chinese and English, the web site features an approximate running total of a portion of the damages that Gobi and Oak are seeking from VisionChina and Vision Best for their failure to pay for the acquisition of Digital Media Group (DMG) from Oak and Gobi.

"The counter on the home page of the web site estimates, in real time, the principal amount of $60 million plus the accumulating interest, which represents only a portion of the damages sought by us from VisionChina," Mr. Tsao said. "The number is increasing rapidly and is another reminder of the urgent need for VisionChina's independent directors to take action."

Oak and Gobi plan to pursue additional damages in connection with VisionChina and Vision Best's breach of their agreements to purchase DMG. Oak and Gobi expect total damages to exceed $100 million.


Wednesday, November 28, 2012
Share Structure

BEIJING, November 28, 2012 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina Media") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, announced today that the ratio for its American Depositary Shares (the "ADSs") representing common shares of VisionChina Media will change from one (1) ADS representing one (1) common share to one (1) ADS representing twenty (20) common shares (the "ratio change") effective as of December 12, 2012. The record holders of VisionChina Media's current ADSs at the close of business on December 11, 2012 will be required to surrender their certificates to the Bank of New York Mellon, as depositary, on a mandatory basis in order to exchange every twenty current ADSs for one new ADS.

The Bank of New York Mellon will contact the ADS holders and arrange for the exchange of their current ADSs for new ADSs. There will be no change to VisionChina Media's underlying common shares in connection with the ratio change. As a result of this ratio change, the trading price of the ADSs is expected to automatically increase proportionally. However, VisionChina Media cannot give any assurance that the trading price of the new ADSs will be equal to or greater than the trading price of the current ADSs multiplied by the change in the ratio.

On July 13, 2012, VisionChina Media received a letter from the Nasdaq Stock Market informing VisionChina Media that its ADSs have not met the $1.00 minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), VisionChina Media has a grace period of 180 calendar days, or until January 9, 2013, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of VisionChina Media's ADSs must meet or exceed $1.00 per ADS for a minimum of ten consecutive business days during this 180-day grace period. VisionChina Media believes the expected price increase in its ADSs following this ratio change will enable VisionChina Media to regain compliance with the minimum bid price requirement.


Thursday, November 15, 2012
Comments & Business Outlook

Third Quarter of 2012

  • Total revenues in the third quarter of 2012 increased 18.2% quarter-over-quarter to $33.2 million.
  • Gross profit in the third quarter of 2012 was $3.4 million, compared to gross loss of $5.4 million in the second quarter of 2012.
  • Basic and diluted net loss per share attributable to VisionChina Media shareholders in the third quarter of 2012 was $0.14 and $0.14, respectively (each ADS representing one common share), compared to basic and diluted net loss per share attributable to VisionChina Media shareholders of $1.91 and $1.91, respectively, in the second quarter of 2012.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "In the third quarter, we welcomed two talented industry experts, Mr. Huimin Zhang and Mr. Zhenhong Xie, who together bring decades of extensive experience in innovative TV programming, diverse industry connections, as well as broad customer relationships. As the only outdoor extension of traditional TV, we remain committed to optimizing the dissemination ability of our media network and the attractiveness of our media content by increasing the volume of our self-produced TV programs and offline events, as well as deepening our cooperation with leading satellite TV stations. As such, I am confident the addition of Mr. Zhang and Mr. Xie will make further strides toward the generation of incremental media value and potential revenue opportunities."

Stanley Wang, VisionChina Media's chief financial officer, added, "The recent restructuring of our Shanghai subway contract was an important step in our overarching plan to optimize our media resources and to control costs associated with our media platforms. Without negatively impacting customer demand or our market presence, the variable media cost structure we have gradually and strategically introduced in certain regions of unreasonably high fixed media costs will help to improve our overall profit margin and provide a solid basis for the Company's long-term growth."

Business Outlook

The Company estimates its advertising service revenue in the fourth quarter of 2012 to be between $26.0 million and $28.0 million.

As opposed to the guidance in previous quarters, the Company's estimate on its advertising service revenue in the fourth quarter of 2012 has reflected the effect of the recent value added tax ("VAT") reform in the PRC and is reduced by approximately 6% to exclude the VAT from its advertising service revenue.

These estimates are based on an exchange rate of RMB6.3190 per $1.00.

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contracts and is based on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Wednesday, October 31, 2012
Investor Alert

NEW YORK, Oct. 29, 2012 /PRNewswire/ -- Oak Investment Partners and Gobi Partners issued the following statement today in response to a press release issued last week by VisionChina Media Inc. (Nasdaq: VISN):

"VisionChina's most recent press release is a clumsy attempt to obscure its own misconduct.

"The New York Supreme Court dismissed VisionChina's fraud claims against our firms a year ago, on Nov. 3, 2011, and concluded: '... it is plain that Visionchina is unable to maintain a viable cause of action for fraud.'  Despite the Court having considered and dismissed VisionChina's allegations, the company attempted to revive its fraud claims in its Oct. 24, 2012 press release by rehashing false allegations against us.

"VisionChina's press release is another step in its desperate campaign to avoid its contractual obligation to pay the remaining purchase price owed to us for the acquisition of a promising digital media company.  VisionChina has blatantly ignored the Court's most recent order to transfer $60 million into New York State by Aug. 21, 2012, so we recently filed a motion asking the Court to hold VisionChina in contempt.  We will continue to pursue this case to its just conclusion."


Thursday, October 25, 2012
Comments & Business Outlook

BEIJING, Oct. 24, 2012 /PRNewswire/ -- VisionChina Media, Inc. ("VisionChina" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced its consolidated affiliated company, Beijing Eastlong Advertising Co., Ltd. ("Eastlong Advertising"), has reached a consensus with Shanghai Metro Television Company Limited ("Shanghai Metro TV") regarding the termination of an exclusive agency agreement, which had a contract period of five years from January 1, 2009 to December 31, 2013 and granted the Company the exclusive right to operate its digital mobile television advertising network on all the existing subway lines in Shanghai. The exclusive agency agreement was acquired by way of the Company's acquisition of Digital Media Group Company Limited, ("Digital Media Group"). This acquisition was closed on November 16, 2009 and took effect from January 2010. The termination of this exclusive agency agreement went into effect on September 1, 2012, without any form of penalty or compensation.After a series of negotiations, Eastlong Advertising recently entered into a new contract with Shanghai Metro TV to continue to operate its digital mobile television advertising network on all the existing subway lines in Shanghai for a period up to December 31, 2012 on a non-exclusive agency basis by purchasing advertising time slots with fixed per minute rates.

Mr. Limin Li, chairman and chief executive officer of VisionChina Media commented, "The restructure of our cooperation model with Shanghai Metro TV is an important step in our overarching plan to optimize media resources and control costs associated with our media platforms. The new contract, under which we pay media costs based on the advertising minutes purchased, will help improve our operating margin by releasing the Company from the unreasonably high fixed media costs and resulting operating loss in Shanghai. In addition, it allows us to continue to operate our digital mobile television advertising network on the Shanghai subway."

Mr. Stanley Wang, chief financial officer of VisionChina Media added, "The original exclusive agency agreement with Shanghai Metro TV was inherited through the Company's acquisition of Digital Media Group in November 2009. As we maintained in a series of lawsuits against the former shareholders and management of Digital Media Group, we believe that VisionChina Media was misled by the false, deceptive and unlawful statements provided by the former shareholders and management of Digital Media Group concerning Digital Media Group's financial condition and performance. We therefore projected an incorrect expectation of the operating results on those acquired media assets, including the most significant concession agreement of Shanghai subway media assets. As a result, the Company has been facing enormous pressure from the related media costs since its acquisition of Digital Media Group. In 2011, the Company terminated several other unfavorable exclusive agency agreements resulting in significant losses, acquired through Digital Media Group, including those covering Hong Kong Airport Express Line, Kowloon-Canton Through Train, Shanghai Intelligent Transport Information Signboards and Shenzhen Subway Line 1 in-train media assets."

"Close evaluation of our other acquired media assets together with mutually-beneficial negotiations with the Company's local operating partners will help to assure us a more favorable cost structure that can provide a solid basis for the Company's long term growth," added Mr. Wang.



Monday, October 22, 2012
Legal Insights

NEW YORK, Oct. 21, 2012 /PRNewswire/ -- Oak Investment Partners and Gobi Partners have filed a contempt motion in the New York State Supreme Court against VisionChina Media, Inc. (Nasdaq: VISN) and its subsidiary, Vision Best Ltd., for their failure to transfer $60 million into New York State by August 21, 2012.

The motion argues that VisionChina's failure to pay is a "willful" violation of the Court's order to transfer the money by the deadline.  To date, VisionChina has transferred only $3.2 million of the total.

"VisionChina's unilateral decision simply to ignore the Transfer Order can be interpreted in no other way than as a clear demonstration that its disobedience of the Transfer Order was intentional, knowing, and willful," according to the motion.  "The Court should enter an Order holding VisionChina in civil contempt."

The Court ordered VisionChina to transfer $60 million in August, and an appellate court denied VisionChina's motion to stay enforcement of that order.  The funds were supposed to be held in the custody of the New York City Sheriff's office or deposited into an escrow account controlled by the Sheriff.  The payment is meant to ensure that funds will be available to Gobi and Oak should a final court ruling uphold their claim to the money.

Oak and Gobi also offered to establish an escrow account in China so VisionChina could transfer the remaining funds – about $56.7 million – without being subject to China's alleged currency restrictions.  VisionChina did not agree to Oak and Gobi's proposal.

The dispute stems from VisionChina and its subsidiary not fulfilling their contractual obligation to pay consideration owed for their acquisition of Digital Media Group (DMG).

VisionChina acquired DMG from Gobi and Oak in January 2010, pursuant to a Merger Agreement that required VisionChina to make an initial payment of $100 million in cash and stock and two deferred payments of $30 million each over the next two years.  DMG operated China's leading digital media network inside subway systems comprising over 34,000 digital screens in 32 subways, high-speed train lines and bus shelters.

VisionChina failed to make the two deferred payments, totaling $60 million. 

Oak and Gobi are pursuing additional damages in connection with VisionChina's breach of its agreements to complete the purchase of DMG.  Oak and Gobi believe that the total damages because of VisionChina's conduct exceed $114 million.



Tuesday, August 28, 2012
CFO Trail

BEIJING, August 28, 2012 /PRNewswire-Asia/ -- VisionChina Media, Inc. ("VisionChina" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced the appointment of Mr. Stanley Yan Wang as the Company's chief financial officer, effective immediately.

Mr. Limin Li, chairman and chief executive officer of VisionChina Media commented, "I'm pleased to announce the appointment of Stanley as our new chief financial officer. Having worked with Stanley for more than three years, I know firsthand his significant contributions to the Company. His deep understanding of the Company's operations, extensive knowledge of accounting-related rules and regulations applicable to U.S.-listed companies and his long-term commitment to the Company and its goals make him the most suitable person to take on this important role."

Mr. Stanley Yan Wang joined the Company as financial controller in March 2009, and later served as senior vice president of finance, taking charge of the Company's daily financial operations. Prior to joining VisionChina Media, Mr. Wang was an audit manager at KPMG Guangzhou. He was involved in a number of initial public offerings and audits of U.S.-listed Chinese companies. Mr. Wang holds a bachelor's degree from Guangdong University of Foreign Studies in Guangdong, China.

The Company also announced the resignation, due to personal reasons, of Mr. Daniel Shih as member of the Company's board of directors, chairman of the Corporate Governance and Nominating Committee, and member of the Audit Committee and the Compensation Committee, effective fromAugust 21, 2012.

Mr. Li concluded, " We are sorry to see Daniel Shih leave us and we would like to thank him for his significant contributions as an independent director."

After above change of the board of directors, VisionChina Media's current board members are Mr. Limin Li, founder, chairman and chief executive officer of VisionChina Media; Mr. Kit Leong Low, director; Mr. Arthur Wong, independent director; Ms. Yanqing Liang, independent director and Ms. Xisong Tan, independent director. The board of directors shall appoint new members to fill the vacancies of various committees due to Mr. Daniel Shih's resignation as soon as practicable.


Tuesday, August 21, 2012
Comments & Business Outlook

Second Quarter of 2012

  • Total revenues, consisting entirely of advertising service revenue, in the second quarter of 2012 were $28.1 million.
  • Gross loss in the second quarter of 2012 was $5.4 million.
  • Basic and diluted net loss per share attributable to VisionChina Media shareholders in the second quarter of 2012 was $1.91 and $1.91, respectively (each ADS representing one common share) vs break even in prior year period.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "Lingering macroeconomic uncertainty in China has impacted advertiser spending and subsequently our second quarter revenues. In addition, continuous increases in media cost also negatively impacted our company's profitability. To combat these challenges, we are striving to improve our execution capabilities and efficiencies by fully leveraging the government's support on cost reduction, enhancing team organization, optimizing our incentive scheme for sales staff, improving program content, as well as recruiting experienced salespeople from the traditional TV sector to expand our customer verticals. Furthermore, we are in the process of negotiation for early termination or cost reduction of certain exclusive agency agreements unfavorable to our profitability. Our underlying business development pipeline remains strong and we remain confident in our ability to capitalize on opportunities for our company's long-term growth."

Business Outlook

The Company estimates its advertising service revenue in the third quarter of 2012 to be between $33.0 million and $35.0 million.

These estimates are based on an exchange rate of RMB6.3089 per $1.00.

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract and based on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Wednesday, August 15, 2012
Resolution of Legal Issues

NEW YORK, Aug. 15, 2012 /PRNewswire/ -- The New York State Supreme Court has issued a written order requiring VisionChina Media, Inc. (Nasdaq: VISN) and its subsidiary, Vision Best Ltd., to transfer $60 million into New York State by August 21, 2012 where the money will be held in the custody of the New York City's Sheriff's office or deposited into an escrow account controlled by the Sheriff.

The Court order is the latest in a series of legal victories for Gobi Partners and Oak Investment Partners in their legal campaign to ensure that VisionChina and its subsidiary comply with their contractual obligation to pay for their acquisition of Digital Media Group (DMG).

Oak and Gobi plan to pursue additional damages against VisionChina and its subsidiary and believe that the total damages, initially estimated at more than $90 million, now exceed $100 million as a result of the company's refusal to pay Oak and Gobi for the DMG acquisition.

VisionChina acquired DMG from Gobi and Oak in January 2010, pursuant to a Merger Agreement that required VisionChina to make an initial payment of $100 million in cash and stock and two deferred payments of $30 million each over the next two years.  DMG operated China's leading digital media network inside subway systems consisting of over 34,000 digital screens in 32 subway, high-speed train lines and bus shelters.

VisionChina failed to make the two deferred payments, totaling $60 million.  The Court's latest decision ensures that the funds will be available to Gobi and Oak should a final ruling uphold their claim to the payments.

The case, Shareholder Representative Services, LLC, et al. v. VisionChina Media Inc., et al, was filed in the Supreme Court of the State of New York, New York County, index # 650526/2011.  There is also a related case, VisionChina Media Inc., et al., v. Shareholder Representative Services, LLC, et al., index # 652390/2010. 


Wednesday, July 18, 2012
Investor Alert

BEIJING, July 18, 2012 /PRNewswire-Asia/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN) today announced that the Company has received a letter from The Nasdaq Stock Market LLC ("Nasdaq") informing the Company that its American depositary shares ("ADSs") have not met the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Company did not meet Nasdaq's minimum bid price requirement because the closing bid price for its ADSs for each trading day in the 30 business day period from May 31, 2012 to July 12, 2012 was less than$1.00 per share.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, or until January 9, 2013, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's ADSs must meet or exceed $1.00 per ADS for a minimum of ten consecutive business days during this 180-day grace period.

The Company will consider available options to resolve the non-compliance with the minimum bid price requirement. The notification letter has no immediate effect on the listing of the Company's ADSs on The Nasdaq Global Market.


Thursday, July 5, 2012
Comments & Business Outlook

BEIJING, July 5, 2012 /PRNewswire-Asia/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN) today announced that its results for the second quarter of 2012 are estimated to be lower than the previous guidance provided in its May 8, 2012 first quarter earnings release.

For the second quarter of 2012, the Company estimates its advertising service revenue to be between $28.0 million and $29.0 million, compared to the previous guidance of $40.0 million to $43.0 million. The Company's non-GAAP financial measurement, net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses, amortization of intangible assets, contingent loss in connection with litigation, and/or impairment loss and income tax credit in connection with the impairment loss for the second quarter of 2012, is estimated to be between $20.0 million and $22.0 million, compared to the previous guidance of $5.0 million to $8.0 million. The Company will also carry out an assessment to determine if there is any potential impairment loss against its goodwill and intangible assets.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "We are committed to providing as much transparency around our results as possible, and in as timely a manner as we can. Several factors led to this revised guidance, including further declining contribution from the internet-based businesses sector, a slower-than-expected recovery in advertising spending by small- and medium-sized clients in reaction to rate-card increases across our network in the fourth quarter of 2011, and the cautious sentiment of the current advertising market. While it is disappointing to issue lower guidance, we are striving to improve our sales execution by enhancing team organization, optimizing our incentive scheme, as well as recruiting experienced salespeople from the traditional TV sector to expand our customer verticals. Our underlying business development pipeline remains strong and we remain a leading outdoor media choice for advertisers. As our company gains additional attention and support from the central government, our proven media cost-control strategy will help us capitalize on opportunities for our company's long-term growth."

Stanley Wang, VisionChina Media's senior vice president of finance, added, "Although the operating results of second quarter of 2012 are not as strong as we originally anticipated, we remain optimistic about the overall improving picture regarding the second half of 2012. Strong business opportunities during the upcoming London Olympic Games, combined with our continuous cost-reduction efforts and optimization of our media networks, give us confidence in our ability to perform in the second half of 2012."

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract, as well as on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group Company Limited. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Tuesday, June 19, 2012
Resolution of Legal Issues

BEIJING, June 19, 2012 /PRNewswire-Asia/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN) today reported that on Friday, June 15, 2012, a New York State trial court issued a ruling denying the motion of venture capital firms Gobi Partners ("Gobi") and Oak Investment Partners ("Oak") for summary judgment regarding their claim for $60 million in post-closing consideration in connection with the January 2010 sale to VisionChina Media of Digital Media Group (DMG).

Justice Charles E. Ramos of the New York State Supreme Court ruled that VisionChina Media adequately alleged that it is excused from future contractual performance by virtue of Gobi and Oak's breaches of the Merger Agreement. The decision states that VisionChina Media's "allegations of material breach," including claims of intentional destruction of electronic data that was required to be delivered to VisionChina Media pursuant to the parties' Merger Agreement, "raise triable issues of fact sufficient to defeat partial summary judgment."

In court filings made in December 2011 in opposition to Gobi and Oak's motion for partial summary judgment, VisionChina Media detailed the destruction of DMG's entire electronic database, including emails, customer contracts and other electronic data that comprised key assets to be delivered to the Company under the Merger Agreement and the loss of which crippled the ongoing business. The June 15 ruling enables VisionChina Media to pursue full discovery, or factual inquiry, from Gobi and Oak with respect to these and related issues.

The court's decision also addressed the issue of prejudgment attachment sought by Gobi and Oak with respect to orders of attachment they obtained in November and December 2011. The court confirmed those prior orders of attachment and said Gobi and Oak could proceed with discovery in aid of attachment. Because the levies based upon those orders expired after 90 days, however, those levies are void and ineffective. The court also required Gobi and Oak to pay an additional $500,000 in security pending the appeal that VisionChina Media is pursuing to overturn the November 2011 ruling that granted the initial request for attachment.

Although Gobi and Oak had sought to bring the trial court proceedings to an end and to obtain summary judgment that they were entitled to $60 million in post-closing consideration, the June 15 ruling denied that request. It permits VisionChina Media to compel Gobi and Oak to furnish information relevant to allegations of their material breach of the Merger Agreement. At the same time VisionChina Media will vigorously pursue its appeal to vacate the orders of attachment and to revive its affirmative claims against Gobi and Oak for fraud and other relief.


Monday, June 18, 2012
Resolution of Legal Issues

NEW YORK, June 18, 2012 /PRNewswire-Asia/ -- The New York State Supreme Court has confirmed Oak Investment Partners and Gobi Partners' motions to attach $60 million of VisionChina Media Inc. (Nasdaq: VISN) and Vision Best Limited assets, regardless of where those assets are located.  The requests for attachment were filed to secure VisionChina and Vision Best's final payments for a high-profile digital media company that they acquired from the investment funds in 2010.

In his June 15, 2012 ruling, Justice Charles E. Ramos also granted Oak and Gobi's motion to undertake discovery in aid of the asset attachment.  The Court also significantly limited the arguments that VisionChina can make going forward in defending against Oak and Gobi's breach of contract claims. 

Justice Ramos states in his ruling that "It is undisputed that VisionChina failed to remit the Deferred Payments."  The Court found that Oak and Gobi "have met [their] initial burden of establishing that VisionChina breached the Merger Agreement" between the parties, but Justice Ramos declined to grant summary judgment due to "triable issues of fact" with regard to the affirmative defense asserted by VisionChina. 

In response to the order, Mindy Morton, a partner at Bergeson, LLP and counsel for Oak and Gobi stated that, "We are gratified that the Court limited VisionChina's defenses and we now have the ability to attach $60 million of VisionChina's assets regardless of where they are located."

Oak and Gobi plan to pursue additional damages in connection with VisionChina's breach of its agreements to complete the purchase of Digital Media Group (DMG).  Oak and Gobi expect total damages to be at least $90 million.

VisionChina acquired DMG from the former shareholders of DMG in January 2010, pursuant to a Merger Agreement that required VisionChina to make an initial payment of $100 million in cash and stock and two deferred payments of $30 million each over the next two years.  DMG operated China's leading digital media network inside subway systems consisting of over 34,000 digital screens in 32 subway / high speed train lines and bus shelters.

On November 3, 2011, the Court dismissed VisionChina's principal claims and counterclaims for fraud, unjust enrichment, declaratory relief, and breach of contract against Gobi and Oak.  The Court's June 15 decision confirms two $30 million ex parte orders of attachment that were granted to Oak, Gobi and Shareholder Representative Services, LLC on November 18 and 29, 2012.

The case, Shareholder Representative Services, LLC, et al. v. VisionChina Media Inc., et al, was filed in the Supreme Court of the State of New York, New York County, index # 650526/2011.  There is also a related case, Visionmedia Inc. v. Shareholder Representative, index # 652390/2010. 


Wednesday, May 9, 2012
Comments & Business Outlook

Key Quarterly Financial and Operating Data for the First Quarter of 2012

Total revenues, consisting entirely of advertising service revenue, in the first quarter of 2012 were $28.3 million, slightly exceeding the Company's guidance.

Gross loss in the first quarter of 2012 was $4.0 million.

Operating loss in the first quarter of 2012 was $22.5 million.

Net loss attributable to Vision China Media shareholders in the first quarter of 2012 was $21.1 million.

In the first quarter of 2012, the Company's non-GAAP financial measure, net loss attributable to VisionChina Media shareholders, excluding share-based compensation expenses, amortization of intangible assets and provision for contingent loss in connection with litigation, was $18.0 million, within the Company's guidance range.

Basic and diluted net loss per share attributable to Vision China Media shareholders in the first quarter of 2012 was $0.21 and $0.21, respectively (each ADS representing one common share).

The Company had cash and cash equivalents of $75.9 million as of March 31, 2012. Net cash used in operating activities was $11.1 million in the first quarter of 2012.

Total broadcasting hours in the Company's network in the first quarter of 2012 were 41,012 hours.

As of March 31, 2012, the Company's network covered 20 cities secured either by exclusive agency agreements or joint venture contracts, and included 135,762 digital displays on mass transit systems.

Average advertising revenue per broadcasting hour in the Company's network in the first quarter of 2012 was $679.

The Company sold an average of 6.31 advertising minutes per broadcasting hour in its network in the first quarter of 2012.

Mr. Limin Li, Vision China Media's chairman and chief executive officer, commented, "In the first quarter, seasonality was exacerbated by a decline in advertising spending by internet-based businesses that had recently experienced a slowdown in capital raising. The quarter was also impacted by a temporary pull-back in advertising spending by some of our small and medium size enterprise clients in reaction to rate card increases in the fourth quarter of 2011 across our network. We continue to be committed to the optimization of our management systems and media platform, to product and programming innovation, and to increased distribution of self-produced television programming. In light of the upcoming London Olympic Games, we remain confident in our ability to perform in the second half of 2012 and expect to attract incremental advertising spending."

Stanley Wang, VisionChina Media's senior vice president of finance, added, "Although seasonality and a delay in advertiser spending influenced our year-over-year and sequential revenue comparisons, we delivered advertising service revenue totals that exceeded our guidance. As in previous years, we expect to see a rebound in the second half of 2012, and our results in the second quarter of 2012 thus far are in line with those expectations. An improving revenue picture over the year, combined with our continuous cost-reduction efforts, should allow for improvement to our bottom line in the second half of 2012."

Business Outlook

The Company estimates its advertising service revenue in the second quarter of 2012 to be between $40.0 million and $43.0 million. Second quarter 2012 net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses, amortization of intangible assets, contingent loss in connection with litigation, and/or impairment loss and income tax credit in connection with the impairment loss, (non-GAAP) is estimated to be between $5.0 million and $8.0 million.

These estimates are based on an exchange rate of RMB 6.3122 per $1.00.

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract and based on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Tuesday, March 13, 2012
Comments & Business Outlook

Key Quarterly Financial and Operating Data for the Fourth Quarter of 2011

Total revenues in the fourth quarter of 2011 were $53.4 million, a record high in VisionChina Media's operating history. Advertising service revenue, which accounted for 96.7% of total revenues in the fourth quarter of 2011, was $51.6 million, representing increases of 14.9% and 2.7% compared to the fourth quarter of 2010 and third quarter of 2011, respectively.

Gross profit in the fourth quarter of 2011 was $21.4 million, compared to gross profit of $17.8 million in the third quarter of 2011.

Operating profit in the fourth quarter of 2011 was $2.4 million, compared to operating profit of $0.8 million in the third quarter of 2011.

Net income attributable to VisionChina Media shareholders in the fourth quarter of 2011 was $1.7 million, compared to net loss of $0.8 million in the third quarter of 2011.

In the fourth quarter of 2011, the Company's non-GAAP financial measure, net income attributable to VisionChina Media shareholders, excluding share-based compensation expenses, amortization of intangible assets and provision for contingent loss in connection with a litigation ("non-GAAP net income") was $4.1 million, compared to non-GAAP net income of $3.7 million in the third quarter of 2011.

Basic and diluted net income per share attributable to VisionChina Media shareholders in the fourth quarter of 2011 were $0.02 and $0.02, respectively (each ADS representing one common share), compared to basic and diluted net loss per share attributable to VisionChina Media shareholders of $0.01 and $0.01, respectively, in the third quarter of 2011.

The Company had cash and cash equivalents of $80.3 million as of December 31, 2011. Net cash provided by operating activities was $7.0 million in the fourth quarter of 2011, compared to net cash used in operating activities of $10.7 million in the third quarter of 2011.

Total broadcasting hours in the Company's network in the fourth quarter of 2011 were 41,463 hours, compared to network capacity of 43,778 hours in the third quarter of 2011.

As of December 31, 2011, the Company's network covered 20 cities either secured by exclusive agency agreements or joint venture contracts, and included 137,423 digital displays on mass transit systems.

Average advertising revenue per broadcasting hour in the Company's network was $1,217 in the fourth quarter of 2011, compared to $1,122 in the third quarter of 2011.

The Company sold an average of 8.95 advertising minutes per broadcasting hour in the fourth quarter of 2011, compared to 10.64 advertising minutes per broadcasting hour in the third quarter of 2011.

Business Outlook

The Company estimates its advertising service revenue in the first quarter of 2012 to be between $27.0 million and $28.0 million. First quarter 2012 net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses, amortization of intangible assets and provision for contingent loss in connection with a litigation (non-GAAP) is estimated to be between $17.0 million and $18.0 million. The Company estimates that advertising service revenue during the first quarter of 2012 will be negatively affected by seasonality. The Company expects that the seasonal impact will be short-term in nature and that the Company's advertising service revenue will increase in subsequent quarters.

These estimates are based on an exchange rate of RMB 6.3523 per $1.00.

The Company noted that its guidance is based on its current network that, as of the date of this press release, has already been secured by exclusive agency agreements or joint venture contract and based on management's current assessment of the possible outcome of pending litigation with the selling shareholders and former management of Digital Media Group. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Thursday, December 29, 2011
Auditor trail

BEIJING, December 29, 2011 /PRNewswire-Asia/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced 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 28, 2011.

The following resolution proposed by the Company was approved by VisionChina Media's shareholders:

Ratification of the appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company's independent auditors for the year ending December 31, 2011.

Materials related to the annual general meeting of shareholders, including the proxy statement, are available on the Company's website at http://www.visionchina.cn


Thursday, November 10, 2011
Comments & Business Outlook

Third Quarter 2011 Results

  • Total revenues in the third quarter of 2011 increased 11.6% quarter-over-quarter to $50.2 million, a record high for the Company.
  • Gross profit in the third quarter of 2011 was $17.8 million, compared to gross profit of $13.2 million in the second quarter of 2011.
  • Operating profit in the third quarter of 2011 was $0.8 million, compared to operating profit of $0.7 million in the second quarter of 2011.
  • Net loss attributable to VisionChina Media shareholders in the third quarter of 2011 was $0.8 million, compared to net loss of $0.4 million in the second quarter of 2011.
  • Basic and diluted net loss per share attributable to VisionChina Media shareholders in the third quarter of 2011 were $0.01 and $0.01, respectively (each ADS representing one common share), compared to basic and diluted net loss per share attributable to VisionChina Media shareholders of $0.004 and $0.004, respectively, in the second quarter of 2011.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "I am proud that our company broke important records in the third quarter while demonstrating continued positive growth momentum. Our average advertising minutes sold per broadcast hour in our network surpassed earlier highs, proving that our advertisers are now willing to spend more on our media and that they have a more thorough understanding of the value of our targeted and effective offering. I attribute this important record as well as our record high total revenues to the increasing maturity of our sales force, which has been able to stay ahead of our competition while developing along with the industry. We also continue to benefit from strong governmental support of new media forms and cultural development in China."

Stanley Wang, VisionChina Media's vice president of finance, added, "In addition to our record high total revenues of $50.2 million in the third quarter, our turnaround in quarterly non-GAAP net income was significant, increasing to $3.7 million. Improvement in operating profit is linked directly to cost control measures and controlled media cost increases have been a focal point for us in 2011. We will continue to control our costs to bolster the financial success of VisionChina Media."

Business Outlook

The Company estimates total revenues, which consist of advertising service revenue only, in the fourth quarter of 2011 to be between $51.0 million and $54.0 million. Fourth quarter 2011 net income attributable to VisionChina Media shareholders, excluding share-based compensation expenses, amortization of intangible assets and contingent loss in connection to litigation (non-GAAP), is estimated to be between $4.0 million and $7.0 million.


Thursday, September 1, 2011
Notable Share Transactions

BEIJING, September 1, 2011 /PRNewswire-Asia/ -- VisionChina Media Inc. ("VisionChina Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home digital television advertising networks on mass transportation systems, today announced that its board of directors has approved a share repurchase program.

The Company has been authorized, but is not obligated, to repurchase up to US$15 million worth of its own American depositary shares ("ADSs") by December 31, 2012. The repurchases will be made from time to time on the open market or in block trades in accordance with the "safe harbor" requirements of Rule 10b - 18 under the U.S. Securities Exchange Act of 1934, as amended. The timing and extent of any repurchases under the share repurchase program will also depend upon market conditions, the trading price of the Company's ADSs and other factors. VisionChina Media expects to implement the share repurchase program in a manner consistent with the market conditions and in the best interest of its shareholders. VisionChina Media plans to fund the repurchases made under this program from its available cash balance.


Saturday, August 6, 2011
Liquidity Requirements
We currently rely on our cash on hand and at bank as well as cash generated from operating activities to fund our liquidity needs. However, we may need additional cash resources in the future if we experience changed business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions.

Friday, August 5, 2011
Comments & Business Outlook

Second Quarter 2011 Results

VisionChina Media's total revenues were $45.0 million in the second quarter of 2011, an increase of 41.6% from $31.8 million in the second quarter of 2010 and an increase of 38.3% from $32.5 million in the first quarter of 2011.

Net income attributable to VisionChina Media shareholders, excluding share-based compensation expenses, amortization of intangible assets, impairment loss and income tax credit in connection with impairment loss (non-GAAP), was $0.9 million in the second quarter of 2011, compared to non-GAAP net loss of $2.3 million in the second quarter of 2010 and non-GAAP net loss of $10.9 million in the first quarter of 2011.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "Continued growth and deeper integration of our sales force combined with a more optimized network reach and a growing acceptance of our media platform, as an integral part of advertisers' marketing plans, has lead to improved utilization of our network. Driven by this improved utilization, we have seen a return of average revenue per broadcasting hour to levels not seen since 2008 and a record high number of customers placing advertisements in a single quarter. We are pleased with the results of our diligent efforts and will continue to work towards increasing revenue with further improved utilization, while adhering to our strict cost control guidelines in the remainder of 2011 and beyond."

Stanley Wang, VisionChina Media's vice president of finance, added, "Record high advertising revenue of $45.0 million and non-GAAP net income of $0.9 million reveal a noticeable turnaround in both our business operations and the Chinese advertising industry. We are pleased with the growth of our business in the second quarter of 2011 and will strive for further improved results in the second half of 2011. We are increasingly confident that our business will continue to demonstrate robust operating leverage that will further enhance our bottom line."

Business Outlook

The Company estimates total revenues, which consist of advertising service revenue only, in the third quarter of 2011 to be between $50.0 million and $53.0 million. Third quarter 2011 net income attributable to VisionChina Media shareholders, excluding share-based compensation expenses and amortization of intangible assets (non-GAAP), is estimated to be between $3.7 million and $5.7 million.

These estimates are based on an exchange rate of RMB 6.4630 per $1.00.

The Company noted that its guidance is based on its current network of 21 cities that, as of the date of this press release, have already been secured by contracts and based on management's current assessment of the possible outcome of pending litigation with the selling shareholders of Digital Media Group Company Limited. If the number of cities in the Company's network expands or contracts, or if there is any progress in the pending litigation that affects management's assessment of the possible outcome, management's forecast could be affected.


Friday, May 6, 2011
Comments & Business Outlook

First Quarter Results:

  • Total revenues in the first quarter of 2011 were $32.5 million.
  • Gross profit in the first quarter of 2011 was $0.2 million.
  • Operating loss in the first quarter of 2011 was $14.3 million.
  • Net loss attributable to VisionChina Media shareholders in the first quarter of 2011 was $13.0 million.
  • Net loss attributable to VisionChina Media shareholders in the first quarter of 2011 excluding share-based compensation expenses and amortization of intangible assets (non-GAAP) was $10.9 million.
  • Basic and diluted net loss per share attributable to VisionChina Media shareholders in the first quarter of 2011 were $0.13 and $0.13, respectively (each ADS representing one common share).

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "In the first quarter, we were delighted to see a new revenue stream emerge from new types of internet-based businesses such as social networking, group-buy and video sharing websites. These types of companies promote their brands and products aggressively and VisionChina Media has begun to benefit from their increased advertising spending. Furthermore, VisionChina Media is engaging in closer cooperation with China's leading satellite TV stations to further leverage their highly-rated programming and improve the commuting viewer experience while increasing our utilization. Our management team has focused on a continual effort to control media costs across our network. We have been pleased to see those efforts paying off and are confident that this year's annual media cost targets will be met. We welcome these developments as well as the growth in more authoritative third party research seen recently that highlights the effectiveness and reach of our platform and thereby enhances our growth prospects

The Company estimates total revenues, which consist of advertising service revenue only, in the second quarter of 2011 to be between $44.7 million and $46.2 million. Second quarter 2011 net income attributable to VisionChina Media shareholders excluding share-based compensation expenses and amortization of intangible assets (non-GAAP) is estimated to be between $0.5 million and $2.0 million.


Thursday, April 28, 2011
Comments & Business Outlook

BEIJING, April 28, 2011 /PRNewswire-Asia/ -- VisionChina Media Inc. today announced that the Company has renewed its exclusive contracts to operate its digital mobile television advertising network on Guangzhou subway for the next five years and on Shenyang buses for the next three years. Further, the Company announced that it has signed a contract to add three new subway lines to its existing subway network in Shenzhen for the next five years.

The new five-year exclusive contract in Guangzhou will be effective May 1, 2011. The new contract grants VisionChina Media the exclusive right to operate its digital mobile television advertising network on the five existing subway lines and new extensions of those lines, as well as on three new subway lines in Guangzhou. With this contract in place, VisionChina Media will operate on no less than 10,025 digital mobile television screens on all eight subway lines in Guangzhou.

Additionally, VisionChina Media renewed a contract with Liaoning Beidou Xingkong Digital Television Media Co., Ltd., granting the Company the exclusive right to operate its digital mobile television advertising on Shenyang's bus network for the next three years. This contract went into effect April 1, 2011.

The five-year contract for Shenzhen's three new subway lines will be effective July 1, 2011 and grants VisionChina Media the exclusive right to operate digital mobile television advertising on no less than 5,416  screens in Shenzhen's subway network.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, said, "The Guangzhou and Shenzhen subway media platforms, which operate in two of China's four Tier 1 cities, are of great strategic importance to VisionChina Media as they represent a significant portion of mobile television advertising spending in China. The signing of two exclusive contracts in these cities once again solidifies our near 100% market share in China's subway mobile television sector."

Li continued, "Furthermore, the addition of three new subway lines to our subway network in Shenzhen greatly enhances our network coverage in that city. With the 2010 Guangzhou Asian Games behind us, we look forward to the opening of the 26th Universiade in Shenzhen in August 2011. As the mobile television media platform of choice in China's urban public transit system, VisionChina Media is once again poised to demonstrate our ability to broadcast real time television programming that commuters enjoy, as well as our ability to attract the world's finest advertisers. We are also pleased with the successful renewal of our bus contract in Shenyang, which serves as the center of China's northeastern region and is strategically important to us."

Li concluded, "While actively managing the quality and diversity of our media resources in key regions of China, VisionChina Media will continue to effectively execute ongoing media cost control measures in 2011."

Guangzhou, the capital city of Guangdong province, had 10.3 million residents as of the end of 2009. According to official statistics, Guangzhou's GDP reached RMB911.3 billion (approximately US$140.2 billion) in 2009, ranking the city number three among cities in mainland China.

Shenzhen, where VisionChina Media's headquarters are located, had 8.9 million residents as of the end of 2009. According to official statistics, Shenzhen's GDP reached RMB820.1 billion (approximately US$126.2 billion) in 2009, ranking the city number four among cities in mainland China. 

Shenyang, the capital city of Liaoning Province, had 7.9 million residents as of the end of 2009. According to official statistics, Shenyang's GDP reached RMB435.9 billion (approximately US$67.1 billion) in 2009, ranking the city number 15 among cities in mainland China.


Friday, March 4, 2011
Comments & Business Outlook

Fourth Quarter Highlights:

  • Total revenues in the fourth quarter of 2010 increased 18.4% quarter-over-quarter to $44.9 million, a record high in VisionChina Media's operating history.
  • Gross profit in the fourth quarter of 2010 was $11.6 million, an increase of 69.8% from $6.8 million in the third quarter of 2010.
  • The Company's fourth quarter net income attributable to VisionChina Media shareholders, excluding share-based compensation expenses, amortization of intangible assets, impairment loss and income tax credit in connection with impairment loss (non-GAAP net income), was $4.5 million, compared to $1.1 million in the third quarter of 2010.
  • Basic and diluted net loss per share attributable to VisionChina Media shareholders in the fourth quarter of 2010 were $0.53 and $0.53, respectively (each ADS representing one common share), compared to basic and diluted net loss per share attributable to VisionChina Media shareholders of $0.02 and $0.02, respectively, in the third quarter of 2010.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer, commented, "Even with the seasonality and integration challenges we faced in the first quarter, the 2010 fiscal year was one of growth and expansion for VisionChina Media with record high quarterly revenues in the fourth quarter. During 2009 and the beginning of 2010, we continued to build our network, connecting above-ground buses with underground subway systems across China, giving our advertisers the benefit of a vast network, hugely populated with Chinese consumers. In the second half of 2010, we began to focus on deeper penetration of existing cities and the further monetization of our network. We have also begun working with our bus and subway partners to reduce media costs in certain cities. While we have come to expect seasonal weakness in the first quarter, I am confident that with these efforts, VisionChina Media will achieve strong revenue growth and deliver promising results in 2011."

The Company estimates

  • total revenues, which consist of advertising service revenue only, in the first quarter of 2011 to be between $32.0 million and $34.0 million.
  • First quarter 2011 net loss attributable to VisionChina Media shareholders excluding share-based compensation expenses and amortization of intangible assets (non-GAAP) is estimated to be between $10.0 million and $12.5 million. The Company estimates that advertising service revenue during the first quarter will be negatively affected by seasonality. The Company expects that the seasonal impact will be short-term in nature and that the Company's advertising service revenue will increase in subsequent quarters.

Wednesday, March 2, 2011
Investor Alert

BEIJING, March 2, 2011 /PRNewswire-Asia/ -- VisionChina Media Inc. today announced that it, together with its wholly-owned subsidiary Vision Best Limited ("Vision Best"), were named in a lawsuit commenced on February 25, 2011 by Shareholder Representative Services, LLC, Oak Investment Partners XII, Limited Partnership, Gobi Partners, Inc., Gobi Fund, Inc., and Gobi Fund II, L.P. (collectively, the "Former Digital Media Group Shareholders") in the Supreme Court of the State of New York, New York County, relating to VisionChina Media's November 16, 2009 acquisition of Digital Media Group Company Limited ("Digital Media Group").

The lawsuit is a counter-suit to a lawsuit filed by VisionChina Media and Vision Best on December 27, 2010 against the Former Digital Media Group Shareholders.  The Former Digital Media Group Shareholders' complaint alleges that VisionChina Media and Vision Best breached certain agreements related to the Company's acquisition of Digital Media Group, by allegedly declining to make certain installment payments that the Former Digital Media Group Shareholders claim they were entitled to receive, and allegedly declining to take other steps to facilitate the transfer of Company stock that the Former Digital Media Group Shareholders are entitled to receive in connection with the acquisition.  According to the complaint, the Former Digital Media Group Shareholders are seeking specific enforcement of the contracts at issue, compensatory damages in an amount to be determined at trial, permanent and preliminary injunctive relief and such other relief as the court deems just and proper.  

Also on February 25, 2011, the Former Digital Media Group Shareholders filed two motions against VisionChina Media and Vision Best in their newly-filed lawsuit.  They submitted a motion for attachment, seeking an order of attachment in the amount of $30 million against VisionChina Media and Vision Best and directing them to transfer assets into the State of New York to satisfy a prospective judgment.  They also filed a motion in the new lawsuit for a preliminary injunction, seeking a preliminary order that VisionChina Media and Vision Best remove the restrictive legend on certain VisionChina Media stock received by the Former Digital Media Group Shareholders in connection with the acquisition, and provide consents or authorizations required to convert the Company's stock that the Former Digital Media Group Shareholders are entitled to receive to American Depository Shares and make them freely tradable.

The Company and Vision Best believe that the Former Digital Media Group Shareholders' claims and related motions are without merit and intend to vigorously defend the claims and oppose the motions.  The motions are scheduled to be presented for the New York court's consideration on March 15, 2011.


Monday, December 27, 2010
Investor Alert

BEIJING, Dec. 28, 2010 /PRNewswire-Asia/ -- VisionChina Media Inc. today announced that it, together with its wholly-owned subsidiary Vision Best Limited ("Vision Best"), commenced an action on December 27, 2010 against Shareholder Representative Services, LLC, Gobi Partners, INC., Gobi Fund, INC., Gobi Fund II, L.P., Oak Investment Partners XII, L.P., Sierra Ventures IX, LP, NIFSMBC-V2006S1 Investment Limited Partnership, NIFSMBC-V2006S3 Investment Limited Partnership, Thomas Gai Tei Tsao, and other as-yet unnamed defendants, arising from VisionChina Media's November 16, 2009 acquisition of Digital Media Group Company Limited. ("Digital Media Group"), by filing a summons with notice in the Supreme Court of the State of New York, New York County.

The summons and notice alleges that defendants Gobi Partners, Inc., Gobi Fund, Inc., Gobi Fund II, L.P. (collectively, "Gobi"), Oak Investment Partners XII, L.P. ("Oak"), Thomas Gai Tei Tsao and other as-yet unnamed participants engaged in an unlawful scheme to induce VisionChina Media and Vision Best, through false, deceptive, and misleading statements concerning Digital Media Group's financial condition and performance, to pay a grossly inflated price to purchase Digital Media Group's shares. The summons and notice alleges that each defendant named in the action has received, or is scheduled to receive, ill-gotten gains from this unlawful scheme. The summons and notice further alleges that VisionChina Media and Vision Best are owed indemnification from an escrow fund, established at the time of the purchase, as a result of breaches of representations and warranties contained in the merger agreement.


Thursday, October 28, 2010
Comments & Business Outlook

Key Quarterly Financial and Operating Data for the Third Quarter of 2010

  • Total revenues in the third quarter of 2010 were $37.9 million.
  • Gross profit in the third quarter of 2010 was $6.8 million.
  • Operating loss in the third quarter of 2010 was $1.8 million.
  • Net loss attributable to VisionChina Media shareholders in the third quarter of 2010 was $1.9 million.
  • Net income attributable to VisionChina Media shareholders in the third quarter of 2010, excluding share-based compensation expenses and amortization of intangible assets (non-GAAP), was $1.1 million.

Business outlook

The Company estimates total revenues, which consist of advertising service revenue only, in the fourth quarter of 2010 to be between $41.1 million and $44.0 million. Fourth quarter 2010 net income attributable to VisionChina Media shareholders excluding share-based compensation expenses and amortization of intangible assets (non-GAAP) is estimated to be between $1.3 million and $3.5 million.

These estimates are based on an exchange rate of RMB6.6981 per $1.00.

The Company noted that its guidance is based on its current network of 23 cities that, as of the date of this press release, has already been secured by contracts. If the Company's network expands to additional cities, either organically or through acquisitions, management's forecast could be affected.