AMAP (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2012

 

 

Commission File Number: 001-34784

 

 

AutoNavi Holdings Limited

 

 

16/F, Section A, Focus Square

No 6. Futong East Avenue, Wangjing

Chaoyang District, Beijing 100102

The People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x             Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 15, 2012

 

2

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Exhibit Index

Exhibit 99.1—Press Release

 

3

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Exhibit 99.1

AutoNavi Holdings Limited Reports Second Quarter 2012 Results

Second Quarter 2012 Mobile and Internet Location-based Solutions Business Hits Record High with 104.5% Year-over-year Increase

BEIJING, August 14, 2012 — AutoNavi Holdings Limited (“AutoNavi” or the “Company”) (NASDAQ: AMAP), a leading provider of digital map content and navigation and location-based solutions in China, today announced its unaudited financial results for the second quarter ended June 30, 2012.

Second Quarter 2012 Operational Highlights

 

•

AutoNavi’s free mobile map application had a total of 65 million users and over 36 million monthly active users as of the end of the second quarter of 2012, compared to a total of 52 million users and over 29 million monthly active users as of the end of the first quarter of 2012, and a total of 17 million users and over 4 million monthly active users as the end of the second quarter of 2011.

Second Quarter 2012 Financial Highlights

 

•

Net revenues in the second quarter of 2012 were $40.2 million, an increase of 22.0% year-over-year.

 

•

Gross profit in the second quarter of 2012 was $30.1 million, an increase of 27.4% year-over-year.

 

•

Operating income in the second quarter of 2012 was $9.6 million, a decrease of 8.7% year-over-year. Non-GAAP operating income in the second quarter of 2012 was $13.9 million, an increase of 21.2% year-over-year.

 

•

Net income attributable to AutoNavi shareholders was $8.8 million in the second quarter of 2012, a decrease of 8.1% year-over-year. Non-GAAP net income attributable to AutoNavi shareholders was $13.1 million in the second quarter of 2012, an increase of 24.2% year-over-year.

First Six Months of 2012 Financial Highlights

 

•

Net revenues in the first six months of 2012 were $75.9 million, an increase of 30.0% year-over-year.

 

•

Gross profit in the first six months of 2012 was $57.0 million, an increase of 37.0% year-over-year.

 

•

Operating income in the first six months of 2012 was $19.6 million, an increase of 3.2% year-over-year. Non-GAAP operating income in the first six months of 2012 was $27.1 million, an increase of 33.5% year-over-year.

 

•

Net income attributable to AutoNavi shareholders was $17.7 million in the first six months of 2012, a decrease of 12.2% year-over-year. Non-GAAP net income attributable to AutoNavi shareholders was $25.3 million in the first six months of 2012, an increase of 23.1% year-over-year.

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“Our overall business maintained a healthy growth trajectory during the first half of 2012, with net revenues growing 30% year-over-year to $75.9 million,” said Mr. Congwu Cheng, chief executive officer of AutoNavi. “In the second quarter, our mobile and Internet location-based solutions business hit new record high with $11 million in net revenues, representing more than 100% year-over-year growth and accounting for nearly 28% of our total revenues. Our ability to integrate a mapping value chain of data collection, content production and application development differentiates AutoNavi in the mobile Internet space. This competitive advantage allows us to provide rich and authentic location-based content, while being recognized as a trusted resource for people on the go.”

Mr. Cheng added, “As a professional mapping company, the nature of AutoNavi’s map is content-neutral and independently-sourced, as well as compatible with a dynamic range of content, which makes it the ideal display platform for local merchants. We will continue to leverage our strategic distribution channels to enhance our partnerships with handset makers, automakers, mobile operators and API third-party developers, further broadening the reach of our map. This will provide AutoNavi with a strong foundation for capturing the tremendous growth opportunities in mobile internet advertising and e-commerce.”

Second Quarter 2012 Results

Revenues

Total net revenues in the second quarter of 2012 were $40.2 million, an increase of 22.0% year-over-year from $32.9 million in the second quarter of 2011, and an increase of 12.7% from $35.7 million in the first quarter of 2012.

Automotive Navigation

Net revenues from the automotive navigation market in the second quarter of 2012 were $24.9 million, an increase of 9.0% year-over-year and 14.6% over the previous quarter. The increases were mainly due to an increase in the number of copies of digital map data licensed for use with in-dash navigation systems, which is directly linked to the number of vehicles equipped with these systems that are sold in China.

Mobile and Internet Location-based Solutions

The mobile and Internet location-based solutions business in the second quarter of 2012 again delivered record results with $11.0 million in net revenues, representing an increase of 104.5% year-over-year and 11.5% over the previous quarter. The increases were primarily due to the growth in revenues derived from the pre-installation of the Company’s navigation solutions on mobile phones and our provision of location-based solutions to mobile operators.

Public Sector and Enterprise Applications

Net revenues from the public sector and enterprise applications market in the second quarter of 2012 were $3.9 million, a decrease of 7.5% year-over-year and an increase of 8.2% over the previous quarter. The year-over-year decrease was a result of better performance of certain large aerial photogrammetry contract in the second quarter of 2011. The sequential increase was mainly due to an increased number of new aerial photogrammetry and map data licensing contracts during the quarter.

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Cost of Revenues

Cost of revenues in the second quarter of 2012 was $10.1 million, representing an increase of 8.3% year-over-year and 15.2% sequentially. The year-over-year increase was mainly due to a general annual increase in salary and welfare benefits for employees directly involved in data collection and processing. The sequential increase was largely attributable to a rise in direct data production costs.

Operating Expenses

Total operating expenses in the second quarter of 2012 were $20.6 million, an increase of 56.0% year-over-year and 16.7% over the previous quarter. Non-GAAP operating expenses, which exclude share-based compensation expenses, were $16.3 million, an increase of 33.3% year-over-year and 12.9% sequentially.

Research and development (“R&D”) expenses increased 40.8% year-over-year and 3.0% sequentially to $8.2 million. The year-over-year increase was primarily due to higher salary and benefit expenses, a result of an increase in the number of R&D staff, higher share-based compensation expenses and outsourced development costs. Non-GAAP R&D expenses, which exclude share-based compensation expenses, increased 34.9% year-over-year and 5.0% sequentially to $7.3 million.

Selling and marketing expenses increased 95.8% year-over-year and 26.7% sequentially to $6.7 million. The year-over-year increase was primarily due to higher salary and benefit expenses resulting from increased sales headcount, higher share-based compensation expenses, increased marketing expenses associated with branding activities and traveling expenses. The sequential increase was primarily due to higher share-based compensation expenses, increased marketing expenses associated with branding activities and travel expenses. Non-GAAP selling and marketing expenses, which exclude share-based compensation expenses, increased 56.9% year-over-year and 22.3% sequentially to $4.9 million.

General and administrative expenses increased 44.1% year-over-year and 29.6% sequentially to $5.7 million. The year-over-year increase was primarily due to higher salary and benefit expenses resulting from an increase in the number of general and administrative personnel and higher share-based compensation expenses in the second quarter of 2012. The sequential increase was primarily due to higher share-based compensation expenses. Non-GAAP general and administrative expenses, which exclude share-based compensation expenses, increased 11.1% year-over-year and 17.5% sequentially to $4.1 million.

Net Income Attributable to AutoNavi Shareholders

Net income attributable to AutoNavi shareholders was $8.8 million in the second quarter of 2012, a decrease of 8.1% year-over-year from $9.6 million in the second quarter of 2011 and a decrease of 1.4% quarter-over-quarter from $8.9 million in the first quarter of 2012. Diluted net income per American depositary share (“ADS”) attributable to AutoNavi shareholders for the second quarter of 2012 was $0.17, as compared to $0.19 from a year ago. One ADS represents four ordinary shares.

Non-GAAP net income attributable to AutoNavi shareholders, which excludes share-based compensation expenses, was $13.1 million in the second quarter of 2012, an increase of 24.2% year-over-year and 7.9% sequentially. Diluted non-GAAP net income per ADS attributable to AutoNavi shareholders for the second quarter of 2012 was $0.26, as compared to $0.21 from a year ago.

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Cash Balance

As of June 30, 2012, the Company had $171.9 million in cash and cash equivalents.

Business Outlook

The Company maintains its estimate of full year 2012 net revenues, which is in the range of $152 million to $159 million, representing an increase of approximately 20% to 25% over fiscal year 2011.

Share Repurchase Program Update

AutoNavi announced a share repurchase plan on February 28, 2012, pursuant to which the Company is authorized, but not obligated, by its board of directors to repurchase up to US$50 million worth of its ADSs until February 26, 2013. As of August 13, 2012, the Company has repurchased a total of 809,140 ADSs, representing 3,236,560 ordinary shares, with a total consideration of approximately $9.4 million at a price range of $10.47 to $12.57 per ADS, including brokerage commissions.

Conference Call Information

AutoNavi’s management will hold an earnings conference call at 8:00 a.m. Eastern Daylight Time (EDT) on August 14, 2012 (8:00 p.m. Beijing/Hong Kong time on August 14, 2012).

The dial-in numbers and passcode for the conference call are as follows:

 

U.S. Toll Free:		+1-866-519-4004
International:		+65-6723-9381
Hong Kong:		+852-2475-0994
United Kingdom:		+44-20-3059-8139
Passcode:		AutoNavi

A replay of the conference call may be accessed by phone at the following number until August 21, 2012:

 

U.S. Toll Free:		+1-866-214-5335
International:		+61-2-8235-5000
Passcode:		12958658

Additionally, an archived web-cast of this call will be available on the Investor Relations section of AutoNavi’s website at http://ir.autonavi.com.

About AutoNavi Holdings Limited

AutoNavi Holdings Limited (Nasdaq:AMAP) is a leading provider of digital map content and navigation and location-based solutions in China. At the core of its business is a comprehensive nationwide digital map database that covers approximately 3.4 million kilometers of roadway and over 20 million points of interest across China. Through its digital map database and proprietary technology platform, AutoNavi provides comprehensive, integrated navigation and location-based solutions optimized for the Chinese market and users, including automotive navigation solutions, mobile location-based solutions and Internet location-based solutions, and public sector and enterprise applications. For more information on AutoNavi, please visit http://www.autonavi.com.

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Forward Looking Statements

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, the quotations from management in this press release, as well as AutoNavi’s strategic and operational plans, contain forward-looking statements. AutoNavi may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about AutoNavi’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: AutoNavi’s ability to adequately maintain and update its digital map database and minimize errors in its solutions; its current reliance on the automotive navigation market and a small number of customers for a substantial portion of its revenues; the project-based nature of its public sector and enterprise applications business; its limited operating history in the mobile/Internet location-based solutions markets; compliance with a complex set of laws, rules and regulations governing its surveying and mapping and other businesses in China; competition in the navigation and location-based solutions businesses in China; and its ability to manage its growth effectively and efficiently. Further information regarding these and other risks is included in AutoNavi’s annual report on Form 20-F as well as in its other filings with the Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and AutoNavi undertakes no duty to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement AutoNavi’s consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), AutoNavi uses in this press release the following non-GAAP financial measures: (1) non-GAAP operating expenses, (2) non-GAAP R&D expenses, (3) non-GAAP selling and marketing expenses, (4) non-GAAP general and administrative expenses, (5) non-GAAP operating income, (6) non-GAAP net income attributable to AutoNavi shareholders, and (7) non-GAAP diluted net income per ADS attributable to AutoNavi shareholders, which are adjusted from results based on GAAP to exclude the impact of share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

AutoNavi believes that these non-GAAP financial measures facilitate investors’ and management’s comparisons to AutoNavi’s historical performance and assist management’s financial and operational decision making. A limitation of using these non-GAAP financial measures is that share-based compensation expenses are recurring expenses that will continue to exist in AutoNavi’s business for the foreseeable future. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying table has more details on the reconciliation between non-GAAP financial measures and their most directly comparable GAAP financial measures to provide investors with context as to how the adjustments impact the GAAP amounts.

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For investor and media inquiries please contact:

In China:

Serena Shi

AutoNavi Holdings Limited

Tel: +86-10-8410-7883

E-mail: serena.shi@autonavi.com

Derek Mitchell

Ogilvy Financial, Beijing

Tel: +86-10-8520-6284

E-mail: amap@ogilvy.com

In the U.S.:

Jessica Barist Cohen

Ogilvy Financial, New York

Tel: +1-646-460-9989

E-mail: amap@ogilvy.com

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AUTONAVI HOLDINGS LIMITED

Consolidated Balance Sheet (unaudited)

(In thousands of U.S. dollars)

 

		June 30, 2012				December 31, 2011
Assets
Current assets
Cash and cash equivalents			171,929				199,696
Term deposit			31,481				—
Accounts receivable, net of allowance for doubtful accounts of $1,042 and $823 as of June 30, 2012 and December 31, 2011, respectively			43,411				36,273
Due from related parties, trading			4,807				1,056
Due from related parties, non-trading			3				221
Prepaid expense and other current assets			13,484				5,542
Deferred tax assets-current			1,146				1,355
Total current assets			266,261				244,143
Properties and equipment, net			47,511				49,245
Equity method investments			4,374				4,442
Prepaid consideration in connection with equity investment			—				183
Acquired intangible assets, net			5,814				6,855
Goodwill			8,666				8,747
Deferred tax assets-non-current			238				224
Other long term assets			420				628
TOTAL ASSETS			333,284				314,467
Liabilities
Current liabilities
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to AutoNavi Holdings Limited $2,630 and $2,358 as of June 30, 2012 and December 31, 2011, respectively)			2,630				2,364
Deferred revenue (including deferred revenue of the consolidated variable interest entities without recourse to AutoNavi Holdings Limited $8,482 and $5,567 as of June 30, 2012 and December 31, 2011, respectively)			9,617				7,328
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable interest entities without recourse to AutoNavi Holdings Limited $23,208 and $23,944 as of June 30, 2012 and December 31, 2011, respectively)			26,021				26,071
Income tax payable (including income tax payable of the consolidated variable interest entities without recourse to AutoNavi Holdings Limited $6,935 and $7,394 as of June 30, 2012 and December 31, 2011, respectively)			7,082				7,481
Total current liabilities			45,350				43,244
Non-current liabilities
Deferred tax liability-non-current (including deferred tax liability of the consolidated variable interest entities without recourse to AutoNavi Holdings Limited $1,007 and $1,191 as of June 30, 2012 and December 31, 2011, respectively)			1,135				1,345
Total liabilities			46,485				44,589
Equity
Ordinary shares			19				19
Additional paid-in capital			183,982				175,726
Treasury stock			(8,119	)			—
Statutory reserve			9,363				9,363
Retained earnings			79,255				61,517
Accumulated other comprehensive income			16,502				18,262
Total AutoNavi Holdings Limited shareholders’ equity			281,002				264,887
Noncontrolling interest			5,797				4,991
Total equity			286,799				269,878
TOTAL LIABILITIES AND EQUITY			333,284				314,467

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AUTONAVI HOLDINGS LIMITED

Consolidated Statements of Comprehensive Income (unaudited)

(In thousands of U.S. dollars, except share and per share data)

 

		For the three months ended												For the six months ended
		June 30, 2012				June 30, 2011				March 31, 2012				June 30, 2012				June 30, 2011
Revenue			41,232				33,628				36,579				77,811				59,593
Business tax			(1,033	)			(681	)			(913	)			(1,946	)			(1,220	)
Net revenues			40,199				32,947				35,666				75,865				58,373
Cost of revenues			(10,085	)			(9,309	)			(8,757	)			(18,842	)			(16,742	)
Gross profit			30,114				23,638				26,909				57,023				41,631
Operating expenses:
Research and development			(8,245	)			(5,854	)			(8,008	)			(16,253	)			(9,736	)
Selling and marketing			(6,666	)			(3,405	)			(5,260	)			(11,926	)			(6,047	)
General and administrative			(5,663	)			(3,930	)			(4,369	)			(10,032	)			(6,878	)
Total operating expenses			(20,574	)			(13,189	)			(17,637	)			(38,211	)			(22,661	)
Government subsidies			10				11				762				772				11
Operating income			9,550				10,460				10,034				19,584				18,981
Gain on re-measurement of fair value of the equity method investment			—				—				—				—				995
Interest income			1,563				1,466				1,616				3,179				2,615
Change in fair value of forward contract			—				(1,298	)			—				—				(288	)
Foreign exchange (loss)/gains			(438	)			1,103				(30	)			(468	)			552
Other Income			47				47				47				94				94
Income before income taxes and share of net (loss)/income of equity method investments			10,722				11,778				11,667				22,389				22,949
Income tax expense			(1,196	)			(1,698	)			(2,093	)			(3,289	)			(2,061	)
Share of net (loss)/income of equity method investments			(263	)			40				(238	)			(501	)			52
Net income			9,263				10,120				9,336				18,599				20,940
Less: Net income attributable to noncontrolling interest			458				543				403				861				744
Net income attributable to AutoNavi Holdings Limited shareholders			8,805				9,577				8,933				17,738				20,196
Net income per ordinary share attributable to AutoNavi Holdings Limited shareholders
Basic			0.05				0.05				0.05				0.09				0.11
Diluted			0.04				0.05				0.04				0.09				0.10
Net income			9,263				10,120				9,336				18,599				20,940
Other comprehensive (loss)/income, net of tax
Foreign currency translation adjustment			(1,676	)			1,848				(139	)			(1,815	)			2,825
Comprehensive income			7,587				11,968				9,197				16,784				23,765
Less: comprehensive income attributable to noncontrolling interest			406				592				400				806				822
Comprehensive income attributable to AutoNavi Holdings Limited shareholders			7,181				11,376				8,797				15,978				22,943
Weighted average number of shares used in calculating net income per ordinary share
Basic			192,206,265				189,886,340				191,804,433				192,005,349				189,433,136
Diluted			202,499,739				201,317,855				202,405,245				202,452,492				201,256,323

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AUTONAVI HOLDINGS LIMITED

Reconciliation of non-GAAP measures to most directly comparable GAAP measures (unaudited)

(In thousands of U.S. dollars, except per ADS data)

 

		For the three months ended
		June 30,				June 30,				March 31,
		2012				2011				2012
Total operating expenses			20,574				13,189				17,637
Share-based compensation			(4,228	)			(928	)			(3,157	)
Non-GAAP total operating expenses			16,346				12,261				14,480
R&D expenses			8,245				5,854				8,008
Share-based compensation			(971	)			(460	)			(1,082	)
Non-GAAP R&D expenses			7,274				5,394				6,926
Selling and marketing expenses			6,666				3,405				5,260
Share-based compensation			(1,725	)			(255	)			(1,221	)
Non-GAAP selling and marketing expenses			4,941				3,150				4,039
General and administrative expenses			5,663				3,930				4,369
Share-based compensation			(1,532	)			(213	)			(854	)
Non-GAAP general and administrative expenses			4,131				3,717				3,515
Operating income			9,550				10,460				10,034
Share-based compensation			4,313				981				3,223
Non-GAAP operating income			13,863				11,441				13,257
Net income attributable to AutoNavi Holdings Limited shareholders			8,805				9,577				8,933
Share-based compensation			4,313				981				3,223
Non-GAAP net income attributable to AutoNavi Holdings Limited shareholders			13,118				10,558				12,156
		For the three months ended June 30, 2012
		GAAP				Adjustments				Non-GAAP (a)
Diluted net income per ADS attributable to AutoNavi Holdings Limited shareholders			0.17				0.09				0.26

 

(a)

Non-GAAP diluted net income per ADS attributable to AutoNavi Holdings Limited shareholders is computed by dividing non-GAAP net income attributable to AutoNavi Holdings Limited shareholders by the weighted average number of diluted ordinary shares outstanding used in computing the GAAP diluted net income per ordinary share attributable to AutoNavi Holdings Limited shareholders (after adjusting for the ADS to ordinary share ratio).