EXHIBIT 2
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | As at June 30, | | | As at December 31, | |
| | 2015 | | | 2014 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 86,614 | | | $ | 90,223 | |
Term deposits with banks | | | 8,387 | | | | 4,285 | |
Financial assets, available-for-sale | | | - | | | | 3,952 | |
Accounts receivables, net | | | 879 | | | | 2,269 | |
Receivables from sales representatives | | | 11,145 | | | | 7,900 | |
Inventories | | | 151 | | | | 154 | |
Prepaid expenses and other current assets | | | 29,155 | | | | 17,027 | |
| | | 136,331 | | | | 125,810 | |
Non-current assets | | | | | | | | |
Property and equipment | | | 61,799 | | | | 63,519 | |
Investment properties | | | 84,453 | | | | 85,546 | |
Intangible assets | | | 29,484 | | | | 37,732 | |
Long term investment | | | 100 | | | | 100 | |
Deferred income tax assets | | | 323 | | | | 196 | |
Other non-current assets | | | 1,920 | | | | 1,108 | |
| | | 178,079 | | | | 188,201 | |
Total assets | | $ | 314,410 | | | $ | 314,011 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 7,459 | | | $ | 9,418 | |
Deferred income and customer prepayments | | | 81,501 | | | | 84,869 | |
Accrued liabilities | | | 17,277 | | | | 19,100 | |
Income tax liabilities | | | 3,223 | | | | 3,848 | |
| | | 109,460 | | | | 117,235 | |
Non-current liabilities | | | | | | | | |
Accounts payable | | | 294 | | | | 889 | |
Deferred income and customer prepayments | | | 4,712 | | | | 3,971 | |
Deferred income tax liabilities | | | 5,407 | | | | 6,842 | |
| | | 10,413 | | | | 11,702 | |
Total liabilities | | | 119,873 | | | | 128,937 | |
| | | | | | | | |
Equity attributable to Company’s shareholders | | | | | | | | |
Common shares | | | 532 | | | | 529 | |
Treasury shares | | | (200,089 | ) | | | (200,089 | ) |
Other reserves | | | 162,225 | | | | 161,242 | |
Retained earnings | | | 224,419 | | | | 209,924 | |
Total Company shareholders’ equity | | | 187,087 | | | | 171,606 | |
Non-controlling interests | | | 7,450 | | | | 13,468 | |
Total equity | | $ | 194,537 | | | $ | 185,074 | |
Total liabilities and equity | | $ | 314,410 | | | $ | 314,011 | |
| | | | | | | | |
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Revenue: | | | | | | | | | | | | |
Online and other media services (Note 2) | | $ | 17,721 | | | $ | 21,022 | | | $ | 35,730 | | | $ | 42,381 | |
Exhibitions | | | 46,096 | | | | 32,412 | | | | 46,171 | | | | 41,272 | |
Miscellaneous | | | 2,137 | | | | 2,051 | | | | 4,015 | | | | 3,813 | |
| | | 65,954 | | | | 55,485 | | | | 85,916 | | | | 87,466 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 3) | | | 18,798 | | | | 18,270 | | | | 24,693 | | | | 26,506 | |
Event production | | | 12,197 | | | | 8,991 | | | | 12,224 | | | | 10,742 | |
Community and content (Note 3) | | | 6,677 | | | | 5,919 | | | | 10,203 | | | | 10,335 | |
General and administrative (Note 3 & 4) | | | 10,635 | | | | 12,819 | | | | 20,752 | | | | 26,004 | |
Information and technology (Note 3) | | | 3,245 | | | | 2,939 | | | | 6,452 | | | | 6,012 | |
Total Operating Expenses | | | 51,552 | | | | 48,938 | | | | 74,324 | | | | 79,599 | |
Profit on sale of subsidiary | | | 6,159 | | | | - | | | | 6,159 | | | | - | |
Profit from Operations | | | 20,561 | | | | 6,547 | | | | 17,751 | | | | 7,867 | |
Interest income | | | 273 | | | | 311 | | | | 566 | | | | 707 | |
Gain on sale of available-for-sale securities | | | 90 | | | | - | | | | 136 | | | | 10 | |
Interest expenses | | | (13 | ) | | | (45 | ) | | | (59 | ) | | | (92 | ) |
Profit before Income Taxes | | | 20,911 | | | | 6,813 | | | | 18,394 | | | | 8,492 | |
Income tax expense | | | (2,684 | ) | | | (440 | ) | | | (2,549 | ) | | | (830 | ) |
Net Profit from continuing operations | | $ | 18,227 | | | $ | 6,373 | | | $ | 15,845 | | | $ | 7,662 | |
Net Profit/(loss) from discontinued operations, net of income tax | | | (187 | ) | | | (293 | ) | | | (392 | ) | | | (699 | ) |
Net profit | | $ | 18,040 | | | $ | 6,080 | | | $ | 15,453 | | | $ | 6,963 | |
Net (profit)/loss attributable to non-controlling interests from: | | | | | | | | | | | | | | | | |
Continuing operations | | | (1,562 | ) | | | 712 | | | | (1,222 | ) | | | (242 | ) |
Discontinued operations | | | 144 | | | | 195 | | | | 264 | | | | 411 | |
Total | | | (1,418 | ) | | | 907 | | | | (958 | ) | | | 169 | |
Net profit/(loss) attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 16,665 | | | $ | 7,085 | | | $ | 14,623 | | | $ | 7,420 | |
Discontinued operations | | | (43 | ) | | | (98 | ) | | | (128 | ) | | | (288 | ) |
Total | | $ | 16,622 | | | $ | 6,987 | | | $ | 14,495 | | | $ | 7,132 | |
Basic net profit/(loss) per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.55 | | | $ | 0.21 | | | $ | 0.48 | | | $ | 0.22 | |
Discontinued operations | | | * | | | | * | | | | * | | | | (0.01 | ) |
Total | | $ | 0.55 | | | $ | 0.21 | | | $ | 0.48 | | | $ | 0.21 | |
Shares used in basic net profit per share calculations | | | 30,232,115 | | | | 33,422,850 | | | | 30,164,037 | | | | 34,052,107 | |
Diluted net profit/(loss) per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.52 | | | $ | 0.20 | | | $ | 0.46 | | | $ | 0.21 | |
Discontinued operations | | | * | | | | * | | | | * | | | | (0.01 | ) |
Total | | $ | 0.52 | | | $ | 0.20 | | | $ | 0.46 | | | $ | 0.20 | |
Shares used in diluted net profit per share calculations | | | 31,743,270 | | | | 35,183,171 | | | | 31,534,448 | | | | 35,672,551 | |
* Diluted net loss per share attributable to the Company’s shareholders from discontinued operations is less than $0.01
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| Note: 1. | Total revenue from both the continuing operations and discontinued operations during the three months and six months ended June 30, 2015 and 2014 was as follows: |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Continuing operations | | $ | 65,954 | | | $ | 55,485 | | | $ | 85,916 | | | $ | 87,466 | |
Discontinued operations | | | 2,535 | | | | 2,852 | | | | 4,776 | | | | 5,341 | |
| | $ | 68,489 | | | $ | 58,337 | | | $ | 90,692 | | | $ | 92,807 | |
| Note: 2. | Online and other media services consists of: |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Online services | | $ | 16,440 | | | $ | 19,293 | | | $ | 33,201 | | | $ | 39,200 | |
Print services | | | 1,281 | | | | 1,729 | | | | 2,529 | | | | 3,181 | |
| | $ | 17,721 | | | $ | 21,022 | | | $ | 35,730 | | | $ | 42,381 | |
| Note: 3. | Non-cash compensation expenses associated with the several equity compensation plans and Global Sources Directors Share Grant Award Plan included under various categories of expenses are as follows: |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Sales | | $ | 141 | | | $ | 139 | | | $ | 178 | | | $ | 146 | |
Community and content | | | 31 | | | | 27 | | | | 41 | | | | (32 | ) |
General and administrative | | | 404 | | | | 347 | | | | 768 | | | | 530 | |
Information and technology | | | 56 | | | | 50 | | | | 133 | | | | 120 | |
| | $ | 632 | | | $ | 563 | | | $ | 1,120 | | | $ | 764 | |
| Note: 4. | General and administrative expenses consist of: |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
General and administrative expenses before amortization of intangible assets, impairment charge on intangible assets and foreign exchange losses (gains) | | $ | 9,627 | | | $ | 9,395 | | | $ | 18,305 | | | $ | 17,692 | |
Amortization of intangible assets | | | 989 | | | | 1,354 | | | | 2,107 | | | | 4,659 | |
Impairment charge on intangible assets | | | - | | | | 2,238 | | | | - | | | | 2,238 | |
Foreign exchange losses (gains) | | | 19 | | | | (168 | ) | | | 340 | | | | 1,415 | |
| | $ | 10,635 | | | $ | 12,819 | | | $ | 20,752 | | | $ | 26,004 | |