Form 6-K
Table of Contents

 

 

Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

REPORT OF FOREIGN ISSUER

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2014

Commission File Number: 001-33429

 

 

Acorn International, Inc.

 

 

18/F, 20th Building, 487 Tianlin Road

Shanghai, 200233

People’s Republic of China

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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):  ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- N/A

 

 

 


Table of Contents

Acorn International, Inc.

Form 6-K

TABLE OF CONTENTS

 

     Page  

Signature

     3  

Exhibit 99.1 — Press Release dated August 28, 2014

     4  

 

 

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SIGNATURE

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.

 

Acorn International, Inc.
By:  

/s/ Geoffrey Weiji Gao

Name:   Geoffrey Weiji Gao
Title:   Principal Financial and Accounting Officer

Date: August 28, 2014

 

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Exhibit 99.1

 

LOGO

 

Contact:  
Acorn International, Inc.   Compass Investor Relations
Ms. Xiaojing Li   Ms. Elaine Ketchmere, CFA
Phone: +86-21-51518888 Ext. 2496   Phone: +1-310-528-3031
Email: lixj@chinadrtv.com   Email: Eketchmere@compass-ir.com
www.chinadrtv.com   www.compassinvestorrelations.com

Acorn International Reports Second Quarter 2014 Financial Results

SHANGHAI, China, August 28, 2014 – Acorn International, Inc. (NYSE: ATV) (“Acorn” or the “Company”), a media and branding company in China engaged in developing, promoting and selling products through extensive direct and distribution networks, today announced its unaudited financial results for the second quarter ended June 30, 2014.

Summary Results for the Second Quarter of 2014

 

    Net revenues were $14.8 million, a decrease of 63.9% from $40.9 million in the second quarter of 2013.

 

    Gross profit was $6.1 million, a decrease of 72.7% from $22.4 million in the second quarter of 2013.

 

    Gross margin was 41.4%, as compared to 54.7% in the second quarter of 2013.

 

    Operating loss was $13.7 million, as compared to $9.5 million in the second quarter of 2013.

 

    Net loss attributable to Acorn was $13.5 million, as compared to $8.7 million in the second quarter of 2013.

 

    Basic and diluted loss per American Depositary Share (“ADS”, one ADS represents three ordinary shares) was $0.48, as compared to basic and diluted loss per ADS of $0.32 in the second quarter of 2013.

In the second quarter of 2014, the Company’s TV direct sales business continued to be impacted by the recent regulation imposed by China’s State Administration of Press, Publication, Radio, Films and Television (the “SAPPRFT”) limiting the length and frequency of infomercials aired on satellite television channels in China. Sales in Acorn’s Yierjian fitness product line, which has entered into the later stages of its product life cycle, slowed and mobile phones sales continued to decline. Sales of electronic learning products, which are sold primarily through the Company’s nationwide distribution network, also declined as the Company offered discounts to distributors on some of its older models to clear inventory in advance of the peak season and sales performance was lower than expected.

 

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During the quarter, Acorn expanded its nationwide distribution network by nearly 10% to approximately 3,800 outlets, adding some of China’s largest consumer electronics retailers and supermarket chains. Acorn plans to offer several new electronic learning products during the third quarter which the Company expects to drive sales growth in the second half of the year.

Management continues its efforts to position the TV direct sales business under the new regulatory environment. In addition to its focus on increasing the efficiency of a more limited media budget, Acorn has reduced headcount and reorganized its call centers to place a greater emphasis on outbound telemarketing. The Company is currently refining its product placement marketing strategy and plans to launch new products in several categories, such as kitchen and household products and elder care products. Acorn also plans to utilize its other direct sales platforms, especially the e-commerce and catalog businesses, to help offset the decline in the TV direct sales.

Business Results for the Second Quarter of 2014:

 

    Sales generated from Acorn’s direct sales platforms, which consist of Acorn’s TV direct sales platform, outbound telemarketing, e-commerce and catalogs, decreased 68.4% in the second quarter of 2014 compared to the second quarter of 2013. The decrease mainly resulted from the new regulation imposed by the SAPPRFT effective January 1, 2014 that limits the length and frequency of infomercials aired on satellite television channels. This caused a significant reduction in airtime for infomercials promoting Acorn’s products and a corresponding decline in net revenues from the Company’s direct sales platforms.

 

    Collectible products were the largest product category in the second quarter of 2014, generating revenues of $4.2 million and representing 28.4% of total gross revenues, driven by sales of collectible watch, stamp and currency products. The Company expects collectibles to be the main product category contributing to sales generated from Acorn’s direct sales platforms in the remainder of the year.

 

    Kitchen and household products were the second-largest product category in the second quarter of 2014, generating revenues of $2.5 million and representing 16.9% of total gross revenues. The Company considers this to be a key product category and intends to test new kitchen and household products in the remainder of the year.

 

    Electronic learning products, which are sold primarily via Acorn’s nationwide distribution network, generated revenues of $1.8 million and representing 12.1% of total gross revenues. Sales from Electronic learning products decreased 47.2% from the second quarter of 2013 as the Company offered discounts to distributors on some of its older models to clear inventory in advance of the peak season and sales performance was lower than expected. The Company expects electronic learning products to drive sales growth in the remainder of the year.

 

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Financial Results for the Second Quarter of 2014:

Total net revenues were $14.8 million, a decrease of 63.9% from $40.9 million in the second quarter of 2013. Direct sales contributed to 75.8%, or $11.2 million, of total net revenues in the second quarter of 2014, representing a 68.4% decrease from $35.4 million in the same period of last year. The decrease in direct sales net revenue was mainly due to the impact of the new regulation imposed by the SAPPRFT.

Distribution sales net revenues decreased 34.9% year-over-year to $3.6 million, from $5.5 million in the second quarter of 2013. Sales of electronic learning products accounted for 49.6% of distribution sales and declined 47.2% year-over-year, primarily due to discounts offered to distributors on older models to clear inventory in advance of the peak season and lower-than-expected sales performance.

The table below summarizes the gross revenues of the Company in the second quarters of 2014 and 2013, respectively, broken down by product category:

 

     2014 Q2     Sales     2013 Q2     Sales  
     $‘000     %     $‘000     %  

Collectible products

     4,205        28.4     8,346        20.3

Kitchen and household products

     2,510        16.9     2,041        5.0

Health products

     2,246        15.2     2,095        5.1

Electronic learning products

     1,798        12.1     3,406        8.3

Fitness products

     1,527        10.3     16,631        40.5

Mobile phones

     1,330        9.0     5,872        14.3

Other products

     1,203        8.1     2,640        6.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross revenues

     14,819        100.0     41,031        100.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales taxes

     (44       (90  
  

 

 

     

 

 

   

Total net revenues

     14,775          40,941     
  

 

 

     

 

 

   

Cost of sales in the second quarter of 2014 was $8.7 million, representing a 53.3% decrease from $18.5 million in the second quarter of 2013, primarily due to the decrease in overall sales.

Gross profit in the second quarter of 2014 was $6.1 million, representing a 72.7% decrease as compared to $22.4 million in the second quarter of 2013. Gross margin was 41.4% in the second quarter of 2014, as compared to 54.7% in the same period of 2013. The decrease in gross margin was primarily due to the larger contribution by collectible products, which carry relatively lower gross margin, as well as the discounts offered to distributors on older models of electronic learning products in order to clear inventory.

Advertising expense was $3.3 million in the second quarter of 2014, down 71.7% from $11.5 million in the second quarter of 2013, primarily as a result of less TV air time purchased and more emphasis on local television channels in the second quarter of 2014. Gross profit over advertising expense, a benchmark Acorn uses to measure return on its multiple sales platforms, was 1.88 in the second quarter of 2014, down from 1.94 in the second quarter of 2013 and also down from 2.03 in the first quarter of 2014. The decrease was primarily due to airtime expenses for marketing the electronic learning products endorsed by a celebrity.

 

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Other selling and marketing expense was $10.0 million in the second quarter of 2014, down 22.2% from $12.9 million in the second quarter of 2013. The decrease in other selling and marketing expense was less than the decrease in total net revenues due to expenses related to a new outbound call center system, celebrity endorsement expenses, increased spending on programs production and one-time severance costs associated with a reduction in headcount.

General and administrative expense was $7.3 million in the second quarter of 2014, down 9.1% from $8.0 million in the second quarter of 2013.

Other operating income, net, was $0.7 million in the second quarter of 2014, as compared to $0.4 million in the second quarter of 2013.

The operating loss was $13.7 million, as compared to $9.5 million in the second quarter of 2013.

Other income was $0.4 million, as compared to $0.9 million in the second quarter of 2013.

Share-based compensation was $107,000 in the second quarter of 2014, as compared to $111,603 in the second quarter of 2013.

Income tax expense was $0.1 million in the second quarter of 2014 as compared to an income tax expense of $0.1 million in the second quarter of 2013.

Net loss attributable to Acorn was $13.5 million, as compared to $8.7 million in the second quarter of 2013.

Basic and diluted loss per ADS was $0.48 compared to basic and diluted loss per ADS of $0.32 in the second quarter of 2013.

As of June 30, 2014, Acorn’s cash and cash equivalents, with restricted cash, totaled $61.5 million, as compared to $82.9 million as of December 31, 2013. The decrease in the Company’s cash and cash equivalents was primarily due to the losses from operations in the first half of 2014.

Other Information

In August 2013, Yangya Zidian Co., Ltd. (“Yangya Zidian”) filed nine suits in the Beijing First Intermediate People’s Court against Shanghai HJX Digital Technology Co., Ltd. (“Shanghai HJX”, a subsidiary of Acorn), alleging that Shanghai HJX had infringed upon its copyright. Yangya Zidian brought nine law suits separately against the Company’s nine electronic learning products, for each product Yangya Zidian claimed that Shanghai HJX should delete the video “Studio Classroom” broadcast on its website, stop all behaviors infringing on their copyrights, stop manufacturing and selling relevant Ozing electronic learning products, apologize publicly and compensate for the loss of RMB600, 000 (or RMB5.4 million in the aggregate). In July 2014, the Company entered into a settlement agreement with Yangya Zidian pursuant to which the Company agreed to compensate Yangya Zidian the aggregate amount of RMB230, 000 in exchange for Yangya Zidian dropping all law suits against the Company.

 

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The Board of Directors of the Company (the “Board”) has appointed Mr. Jing Wang, a director of Acorn, as a member of the Audit Committee of the Board (the “Audit Committee”) on August 27, 2014 to fill in the vacancy resulted from Mr. Eric Zhenyu He’s resignation. Acorn’s Audit Committee currently consists of three members, Mr. Gordon Xiaogang Wang, Mr. William Liang and Mr. Jing Wang. The Board has also appointed Mr. Gordon Xiaogang Wang as the chairman of the Audit Committee, effective immediately.

Business Outlook:

Acorn’s management has been closely monitoring the impact of the new SAPPRFT regulation and is seeking to better position the Company’s TV direct sales business under the new regulatory environment. The Company has reduced overall media spending while seeking to enhance media efficiency and placing greater emphasis on local television channels. Based on initial testing, Acorn has identified the more cost-efficient time slots for its new product placement marketing strategy, which pairs a 20-40 minute television program featuring its products with a three-minute infomercial.

Acorn is currently testing different formats and plans to introduce new products in several categories, such as kitchen and household products and elder care products. The Company is optimistic about the growth prospects for electronic learning products in the second half of 2014, supported by new product launches and the ongoing expansion of its nationwide distribution network. Management expects recent enhancements to its outbound call center operations along with further development of its e-commerce and catalog platforms to help offset the impact of the SAPPRFT restrictions on its TV direct sales business. Meanwhile, the Company will identify areas for additional cost savings.

Acorn reminds investors that its operating results in each period vary significantly as a result of the mix of products sold in the period and the platforms through which they are sold. Therefore, operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Consequently, in evaluating the overall performance of Acorn’s multiple sales platforms in any period, management also considers metrics such as operating margin and gross profit return on advertising expenses.

Conference Call Information

The Company will host a conference call at 8:00 a.m. ET on August 28, 2014 (8:00 p.m. Beijing Time) to review the Company’s financial results and answer investors’ questions. You may access the live interactive call via:

 

    1-877-870-4263 (U.S. Toll Free)

 

    1-412-317-0790 (International)

 

    1-855-669-9657 (Canada Toll Free)

 

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    800-905945 (Hong Kong Toll Free)

 

    4001-201203 (China South Toll Free)

 

    4001-201203 (China North Toll Free)

Please dial in approximately 5 minutes in advance to facilitate a timely start.

A replay will be available until 9:00 a.m. ET on September 4, 2014 and may be accessed via:

 

    1-877-344-7529 (U.S. Toll Free)

 

    1-412-317-0088 (International)

 

    Conference number: 10050982

A live and archived webcast of the call will be available on the Company’s website at http://ir.chinadrtv.com.

About Acorn International, Inc.

Acorn is a media and branding company in China, operating TV direct sales businesses, other direct sales platforms and a nationwide distribution network. Acorn’s other direct sales platforms include outbound telemarketing centers, e-commerce websites, and catalogs. Acorn has built a proven track record of developing, promoting and selling proprietary-branded products, including its electronic learning products, as well as products from established third parties in a variety of categories. For more information, please visit http://ir.chinadrtv.com.

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

This press release contains “forward-looking statements,” including, among other things, Acorn’s unaudited operating results for 2014; Acorn’s ability to realize its planned new product testing, launches and upgrades; Acorn’s expectation regarding growth in customer acceptance and sales of its kitchen and household products, collectible products, elder care products and the new electronic learning products; Acorn’s ability to adapt and implement business strategies and initiatives in response to the SAPPRFT Circular imposing restrictions on TV infomercials including its new product placement marketing strategy; the Company’s ability to expand and manage its distribution network; the Company’s ability to enhance its outbound call center operations and improve its e-commerce and catalog platforms; the Company’s ability to identify areas for additional cost savings; and the Company’s ability to enhance its media efficiency. These forward-looking statements are not historical facts but instead represent only the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. The Company’s actual results and financial condition and other circumstances may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Acorn may fail to meet the operating results expectations. In particular, the operating results of the Company for any period are impacted significantly by the mix of products and services sold by the Company in the period and the platforms through which they are sold, causing the operating result to fluctuate and making them difficult to predict. The Company may not be able to maintain the sales and margin of such products at current level in the event that there is a change in the customers’ preference, which may result in a material adverse impact on the Company’s results of operations and financial condition.

 

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Other factors that could cause forward-looking statements to differ materially from actual future events or results include risks and uncertainties related to: the Company’s ability to successfully improve or introduce new products and services, including to offset declines in sales of existing products and services; the Company’s ability to stay abreast of consumer market trends and maintain the Company’s reputation and consumer confidence; the Company’s ability to execute and maintain a successful market strategy, continued access to and effective usage of TV advertising time and pricing related risks; relevant government policies and regulations relating to TV media time and TV direct sales programs, including SAPPRFT regulations and actions that may make TV media time unavailable to the Company or require the Company to suspend or terminate a particular TV direct sales program; potential unauthorized use of the Company’s intellectual property; potential disruption of the Company’s manufacturing processes; increasing competition in China’s consumer market; the Company’s U.S. tax status as a passive foreign investment company; and general economic and business conditions in China. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2013 annual report on Form 20-F filed with Securities and Exchange Commission on April 17, 2014. For a discussion of other important factors that could adversely affect the Company’s business, financial condition, results of operations and prospects, see “Risk Factors” beginning on page 6 of the Company’s Form 20-F for the fiscal year ended December 31, 2013. The Company’s actual results of operations for the second quarter of 2014 are not necessarily indicative of its operating results for any future periods. Any projections in this release are based on limited information currently available to the Company, which is subject to change. Although such projections and the factors influencing them will likely change, the Company will not necessarily update the information. Such information speaks only as of the date of this release.

Statement Regarding Unaudited Financial Information

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

 

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ACORN INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In US dollars)

 

     December 31, 2013     June 30, 2014  
     (unaudited)     (unaudited)  

Assets

    

Current assets:

    

Cash and cash equivalents

     82,552,314        51,759,021   

Restricted cash

     347,718        9,706,150   

Accounts receivable, net

     6,097,658        4,533,992   

Notes receivable

     —          250,541   

Inventory

     16,647,060        16,335,696   

Prepaid advertising expenses

     3,214,784        3,855,322   

Other prepaid expenses and current assets, net

     6,901,302        12,684,843   

Deferred tax assets, net

     847,696        576,290   
  

 

 

   

 

 

 

Total current assets

     116,608,532        99,701,855   

Prepaid land use right

     8,019,857        7,858,704   

Property and equipment, net

     29,755,082        28,519,924   

Acquired intangible assets, net

     1,480,363        1,329,515   

Investments in affiliates

     8,202,374        8,062,897   

Restricted cash

     9,677,049        —     

Other long-term assets

     1,610,456        1,213,737   
  

 

 

   

 

 

 

Total assets

     175,353,713        146,686,632   
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities:

    

Accounts payable

     13,368,777        10,427,234   

Accrued expenses and other current liabilities

     13,107,760        11,998,202   

Notes payable

     1,148,125        —     

Income taxes payable

     1,308,616        661,286   

Deferred revenue

     787,273        745,689   

Current portion of long-term debt

     —          8,503,779   
  

 

 

   

 

 

 

Total current liabilities

     29,720,551        32,336,190   

Long term debt

     8,502,198     

Deferred tax liability

     858,811        851,008   
  

 

 

   

 

 

 

Total liabilities

     39,081,560        33,187,198   
  

 

 

   

 

 

 

Equity

    

Acorn International, Inc. shareholders’ equity:

    

Ordinary shares

     949,372        952,372   

Additional paid-in capital

     161,499,810        161,710,810   

Accumulated deficits

     (41,861,680     (63,679,003

Accumulated other comprehensive income

     35,284,912        34,125,286   

Treasury stock, at cost

     (20,109,451     (20,109,451
  

 

 

   

 

 

 

Total Acorn International, Inc. shareholders’ equity

     135,762,963        113,000,014   

Non-controlling interests

     509,190        499,420   
  

 

 

   

 

 

 

Total equity

     136,272,153        113,499,434   
  

 

 

   

 

 

 

Total liabilities and equity

     175,353,713        146,686,632   
  

 

 

   

 

 

 

 

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ACORN INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In US dollars, except share data)

 

     3 Months Ended June 30     6 Months Ended June 30  
     2013     2014     2013     2014  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net revenues

        

Direct sales

     35,441,895        11,195,051        75,299,229        25,609,043   

Distribution sales

     5,499,526        3,580,021        17,415,163        17,497,356   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     40,941,421        14,775,072        92,714,392        43,106,399   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenues

        

Direct sales

     (14,842,831     (6,020,516     (33,376,627     (13,146,314

Distribution sales

     (3,698,440     (2,633,110     (12,196,621     (11,597,418
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (18,541,271     (8,653,626     (45,573,248     (24,743,732
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

        

Direct sales

     20,599,064        5,174,535        41,922,602        12,462,729   

Distribution sales

     1,801,086        946,911        5,218,542        5,899,938   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     22,400,150        6,121,446        47,141,144        18,362,667   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (expenses) income

        

Advertising expenses

     (11,518,599     (3,254,822     (24,585,727     (9,275,782

Other selling and marketing expenses

     (12,861,093     (10,003,972     (26,164,953     (18,836,917

General and administrative expenses

     (7,996,995     (7,271,419     (15,003,905     (14,245,067

Other operating income, net

     433,923        711,890        1,279,904        1,368,383   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     (31,942,764     (19,818,323     (64,474,681     (40,989,383
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (9,542,614     (13,696,877     (17,333,537     (22,626,716

Other income

     932,474        424,850        1,692,416        1,109,785   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes, and equity in losses of affiliates

     (8,610,140     (13,272,027     (15,641,121     (21,516,931

Income tax (expenses) benefits

        

Current

     (93,133     121,575        95,988        33,376   

Deferred

     —          (263,391     —          (263,391
  

 

 

   

 

 

   

 

 

   

 

 

 

Total income tax (expenses) benefits

     (93,133     (141,816     95,988        (230,015

Equity in losses of affiliates

     (21,401     (37,195     (88,086     (75,677
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (8,724,674     (13,451,038     (15,633,219     (21,822,623

Net loss attributable to noncontrolling interests

     25,793        (24,242     67,998        5,300   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Acorn International, Inc.

     (8,698,881     (13,475,280     (15,565,221     (21,817,323
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per ADS

        

Basic

     (0.32     (0.48     (0.54     (0.78

Diluted

     (0.32     (0.48     (0.54     (0.78

Weighted average number of ordinary shares used in calculating income per ADS (each ADS represents three ordinary shares)

        

Basic

     82,445,254        82,749,791        85,808,151        82,630,454   

Diluted

     82,452,122        82,749,791        85,815,133        82,630,454   

 

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ACORN INTERNATIONAL, INC.

STATEMENTS OF COMPREHENSIVE LOSS

(In US dollars)

 

     3 Months Ended June 30     6 Months Ended June 30  
     2013     2014     2013     2014  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Net loss

     (8,724,674     (13,451,038     (15,633,219     (21,822,623

Other comprehensive income

        

Foreign currency translation adjustments

     2,287,721        (29,089     2,715,186        (1,164,096
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

     (6,436,953     (13,480,127     (12,918,033     (22,986,719

Comprehensive loss attributable to non-controlling interest

     (19,042     24,216        (59,947     (9,770
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss attributable to Acorn International, Inc.

     (6,417,911     (13,504,343     (12,858,086     (22,976,949
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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