EXHIBIT 2
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | | | | | | | |
| | At | | | At | |
| | December 31, | | | December 31, | |
| | 2009 | | | 2008 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 91,553 | | | $ | 70,225 | |
Term deposits with banks | | | 60,357 | | | | — | |
Available-for-sale securities | | | 6,423 | | | | 60,786 | |
Accounts receivable, net | | | 3,438 | | | | 6,025 | |
Receivables from sales representatives | | | 5,607 | | | | 5,574 | |
Inventory | | | 600 | | | | 1,306 | |
Prepaid expenses and other current assets | | | 13,603 | | | | 16,513 | |
Deferred tax assets | | | 13 | | | | 28 | |
| | | | | | |
Total Current Assets | | | 181,594 | | | | 160,457 | |
| | | | | | |
Property and equipment, net | | | 77,815 | | | | 82,657 | |
Intangible assets, net | | | 8,770 | | | | — | |
Long term investments | | | 100 | | | | 100 | |
Deferred tax assets | | | 446 | | | | 323 | |
Other noncurrent assets | | | 1,667 | | | | 1,561 | |
| | | | | | |
Total Assets | | $ | 270,392 | | | $ | 245,098 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | $ | 10,901 | | | $ | 10,117 | |
Deferred income and customer prepayments | | | 73,841 | | | | 73,636 | |
Accrued liabilities | | | 11,585 | | | | 11,579 | |
Income taxes payable | | | 435 | | | | 261 | |
| | | | | | |
Total Current Liabilities | | | 96,762 | | | | 95,593 | |
| | | | | | |
Deferred income and customer prepayments | | | 2,516 | | | | 3,044 | |
Deferred tax liability | | | 141 | | | | 318 | |
| | | | | | |
Total Liabilities | | | 99,419 | | | | 98,955 | |
| | | | | | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common shares, US$0.01 par value; 75,000,000 shares authorized; 51,427,642 (2008: 51,376,335) shares issued and 44,552,642 (2008: 44,501,335) outstanding | | | 514 | | | | 514 | |
Additional paid in capital | | | 138,468 | | | | 133,922 | |
Treasury shares, at cost — 6,875,000 (2008: 6,875,000) shares | | | (50,000 | ) | | | (50,000 | ) |
Retained earnings | | | 71,369 | | | | 55,259 | |
Accumulated other comprehensive income | | | 2,859 | | | | 2,225 | |
| | | | | | |
Total Company Shareholders’ Equity | | | 163,210 | | | | 141,920 | |
| | | | | | |
| | | | | | | | |
Non-controlling interest | | | 7,763 | | | | 4,223 | |
| | | | | | |
Total Equity | | | 170,973 | | | | 146,143 | |
| | | | | | |
Total Liabilities and Equity | | $ | 270,392 | | | $ | 245,098 | |
| | | | | | |
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | | |
Revenue: | | | | | | | | | | | | | | | | |
Online and other media services (Note 1) | | $ | 27,950 | | | $ | 36,363 | | | $ | 115,381 | | | $ | 142,129 | |
Exhibitions | | | 25,775 | | | | 26,448 | | | | 55,147 | | | | 58,179 | |
Miscellaneous | | | 1,168 | | | | 2,230 | | | | 3,985 | | | | 6,584 | |
| | | | | | | | | | | | |
| | | 54,893 | | | | 65,041 | | | | 174,513 | | | | 206,892 | |
| | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 2) | | | 17,990 | | | | 24,716 | | | | 63,810 | | | | 73,625 | |
Event production | | | 8,353 | | | | 10,134 | | | | 18,385 | | | | 21,493 | |
Community (Note 2) | | | 6,879 | | | | 9,063 | | | | 24,764 | | | | 30,488 | |
General and administrative (Note 2) | | | 10,885 | | | | 11,716 | | | | 44,860 | | | | 47,525 | |
Online services development (Note 2) | | | 1,244 | | | | 1,462 | | | | 5,416 | | | | 5,992 | |
Amortization of intangibles and software costs | | | 1,164 | | | | 46 | | | | 1,270 | | | | 193 | |
| | | | | | | | | | | | |
Total Operating Expenses | | | 46,515 | | | | 57,137 | | | | 158,505 | | | | 179,316 | |
| | | | | | | | | | | | |
Income from Operations | | | 8,378 | | | | 7,904 | | | | 16,008 | | | | 27,576 | |
| | | | | | | | | | | | |
Interest and dividend income | | | 256 | | | | 268 | | | | 981 | | | | 2,884 | |
Impairment loss on available-for-sale securities | | | — | | | | (939 | ) | | | — | | | | (939 | ) |
Foreign exchange gains (losses), net | | | 179 | | | | 662 | | | | 237 | | | | (657 | ) |
| | | | | | | | | | | | |
Income before Income Taxes | | | 8,813 | | | | 7,895 | | | | 17,226 | | | | 28,864 | |
Income Tax Expense | | | (228 | ) | | | (116 | ) | | | (498 | ) | | | (677 | ) |
| | | | | | | | | | | | |
Net Income | | $ | 8,585 | | | $ | 7,779 | | | $ | 16,728 | | | $ | 28,187 | |
| | | | | | | | | | | | |
Net income attributable to non-controlling interest | | | 51 | | | | (249 | ) | | | (618 | ) | | | (1,757 | ) |
| | | | | | | | | | | | |
Net Income Attributable to the Company | | $ | 8,636 | | | $ | 7,530 | | | $ | 16,110 | | | $ | 26,430 | |
| | | | | | | | | | | | |
Basic net income per share attributable to the Company’s shareholders | | $ | 0.19 | | | $ | 0.15 | | | $ | 0.36 | | | $ | 0.51 | |
| | | | | | | | | | | | |
Diluted net income per share attributable to the Company’s shareholders | | $ | 0.19 | | | $ | 0.14 | | | $ | 0.35 | | | $ | 0.51 | |
| | | | | | | | | | | | |
Shares used in basic net income per share calculations | | | 44,552,550 | | | | 51,375,687 | | | | 44,546,226 | | | | 51,351,941 | |
| | | | | | | | | | | | |
Shares used in diluted net income per share calculations | | | 45,896,193 | | | | 52,273,241 | | | | 45,794,197 | | | | 52,230,293 | |
| | | | | | | | | | | | |
| | |
Note : 1. | | Online and other media services consists of: |
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | | |
Online services | | $ | 20,448 | | | $ | 24,967 | | | $ | 85,376 | | | $ | 94,481 | |
Print services | | | 7,502 | | | | 11,396 | | | | 30,005 | | | | 47,648 | |
| | | | | | | | | | | | |
| | $ | 27,950 | | | $ | 36,363 | | | $ | 115,381 | | | $ | 142,129 | |
| | | | | | | | | | | | |
| | |
Note : 2. | | Non-cash compensation expenses associated with the employee and team member equity compensation plans, Global Sources Directors Share Grant Award Plan and Directors Purchase Plan included under various categories of expenses are as follows: |
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | | |
Sales | | $ | (291 | ) | | $ | (664 | ) | | $ | 762 | | | $ | (2,054 | ) |
Community | | | (87 | ) | | | (21 | ) | | | 217 | | | | 173 | |
General and administrative | | | (946 | ) | | | 206 | | | | 623 | | | | 742 | |
Online services development | | | 14 | | | | 59 | | | | 269 | | | | 237 | |
| | | | | | | | | | | | |
| | $ | (1,310 | ) | | $ | (420 | ) | | $ | 1,871 | | | $ | (902 | ) |
| | | | | | | | | | | | |