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 December 31, | | | As at December 31, | |
| | 2015 | | | 2014 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 70,356 | | | $ | 90,223 | |
Term deposits with banks | | | 9,097 | | | | 4,285 | |
Financial assets, available-for-sale | | | - | | | | 3,952 | |
Accounts receivables, net | | | 849 | | | | 2,269 | |
Receivables from sales representatives | | | 8,802 | | | | 7,900 | |
Inventories | | | 176 | | | | 154 | |
Prepaid expenses and other current assets | | | 16,268 | | | | 17,027 | |
| | | 105,548 | | | | 125,810 | |
Non-current assets | | | | | | | | |
Property and equipment | | | 59,064 | | | | 63,519 | |
Investment properties | | | 69,726 | | | | 85,546 | |
Intangible assets | | | 26,309 | | | | 37,732 | |
Long term investment | | | 100 | | | | 100 | |
Deferred income tax assets | | | 389 | | | | 196 | |
Other non-current assets | | | 951 | | | | 1,108 | |
| | | 156,539 | | | | 188,201 | |
Total assets | | $ | 262,087 | | | $ | 314,011 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 7,383 | | | $ | 9,418 | |
Deferred income and customer prepayments | | | 75,265 | | | | 84,869 | |
Accrued liabilities | | | 15,183 | | | | 19,100 | |
Income tax liabilities | | | 2,990 | | | | 3,848 | |
| | | 100,821 | | | | 117,235 | |
Non-current liabilities | | | | | | | | |
Accounts payable | | | 289 | | | | 889 | |
Deferred income and customer prepayments | | | 2,917 | | | | 3,971 | |
Deferred income tax liabilities | | | 4,493 | | | | 6,842 | |
| | | 7,699 | | | | 11,702 | |
Total liabilities | | | 108,520 | | | | 128,937 | |
| | | | | | | | |
Equity attributable to Company’s shareholders | | | | �� | | | | |
Common shares | | | 533 | | | | 529 | |
Treasury shares | | | (250,089 | ) | | | (200,089 | ) |
Other reserves | | | 157,562 | | | | 161,242 | |
Retained earnings | | | 239,812 | | | | 209,924 | |
Total Company shareholders’ equity | | | 147,818 | | | | 171,606 | |
Non-controlling interests | | | 5,749 | | | | 13,468 | |
Total equity | | $ | 153,567 | | | $ | 185,074 | |
Total liabilities and equity | | $ | 262,087 | | | $ | 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 December 31, | | | Year ended December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Revenue: | | | | | | | | | | | | | | | | |
Exhibitions | | $ | 41,629 | | | $ | 38,157 | | | $ | 91,854 | | | $ | 88,941 | |
Online and other media services (Note 2) | | | 17,295 | | | | 19,738 | | | | 70,242 | | | | 82,430 | |
Miscellaneous | | | 2,693 | | | | 2,210 | | | | 8,929 | | | | 7,911 | |
| | | 61,617 | | | | 60,105 | | | | 171,025 | | | | 179,282 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 3) | | | 17,898 | | | | 19,906 | | | | 50,231 | | | | 56,095 | |
Event production | | | 10,871 | | | | 9,751 | | | | 24,533 | | | | 23,333 | |
Community and content (Note 3) | | | 5,879 | | | | 6,753 | | | | 20,535 | | | | 22,267 | |
General and administrative (Note 3 & 4) | | | 11,625 | | | | 11,603 | | | | 43,697 | | | | 48,004 | |
Information and technology (Note 3) | | | 3,495 | | | | 3,075 | | | | 13,348 | | | | 12,126 | |
Total Operating Expenses | | | 49,768 | | | | 51,088 | | | | 152,344 | | | | 161,825 | |
Profit on sale of property | | | 9,791 | | | | - | | | | 9,791 | | | | - | |
Profit from Operations | | | 21,640 | | | | 9,017 | | | | 28,472 | | | | 17,457 | |
Interest income | | | 103 | | | | 244 | | | | 792 | | | | 1,223 | |
Gain on sale of available-for-sale securities | | | 39 | | | | - | | | | 188 | | | | 11 | |
Interest expenses | | | (12 | ) | | | (47 | ) | | | (83 | ) | | | (186 | ) |
Profit before Income Taxes | | | 21,770 | | | | 9,214 | | | | 29,369 | | | | 18,505 | |
Income tax expense | | | (2,187 | ) | | | (534 | ) | | | (4,609 | ) | | | (1,646 | ) |
Net Profit from continuing operations | | $ | 19,583 | | | $ | 8,680 | | | $ | 24,760 | | | $ | 16,859 | |
Net Profit / (loss) from discontinued operations, net of income tax (Note 5) | | | - | | | | (40 | ) | | | 5,629 | | | | 1,982 | |
Net profit | | $ | 19,583 | | | $ | 8,640 | | | $ | 30,389 | | | $ | 18,841 | |
Net (profit)/loss attributable to non-controlling interests from: | | | | | | | | | | | | | | | | |
Continuing operations | | | 434 | | | | 499 | | | | (765 | ) | | | 548 | |
Discontinued operations | | | - | | | | 142 | | | | 264 | | | | (1,059 | ) |
Total | | | 434 | | | | 641 | | | | (501 | ) | | | (511 | ) |
Net profit attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 20,017 | | | $ | 9,179 | | | $ | 23,995 | | | $ | 17,407 | |
Discontinued operations | | | - | | | | 102 | | | | 5,893 | | | | 923 | |
Total | | $ | 20,017 | | | $ | 9,281 | | | $ | 29,888 | | | $ | 18,330 | |
Basic net profit per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.85 | | | $ | 0.31 | | | $ | 0.87 | | | $ | 0.54 | |
Discontinued operations | | | - | | | | * | | | | 0.22 | | | | 0.03 | |
Total | | $ | 0.85 | | | $ | 0.31 | | | $ | 1.09 | | | $ | 0.57 | |
Shares used in basic net profit per share calculations | | | 23,612,637 | | | | 29,905,850 | | | | 27,404,537 | | | | 31,953,136 | |
Diluted net profit per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.79 | | | $ | 0.29 | | | $ | 0.83 | | | $ | 0.52 | |
Discontinued operations | | | - | | | | * | | | | 0.20 | | | | 0.03 | |
Total | | $ | 0.79 | | | $ | 0.29 | | | $ | 1.03 | | | $ | 0.55 | |
Shares used in diluted net profit per share calculations | | | 25,185,321 | | | | 31,516,581 | | | | 28,820,976 | | | | 33,482,371 | |
* Basic and diluted net profit 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 year ended December 31, 2015 and 2014 was as follows: |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Continuing operations | | $ | 61,617 | | | $ | 60,105 | | | $ | 171,025 | | | $ | 179,282 | |
Discontinued operations | | | - | | | | 2,762 | | | | 4,776 | | | | 18,930 | |
| | $ | 61,617 | | | $ | 62,867 | | | $ | 175,801 | | | $ | 198,212 | |
Note: | 2. | Online and other media services consists of: |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Online services | | $ | 15,296 | | | $ | 17,983 | | | $ | 64,421 | | | $ | 75,895 | |
Print services | | | 1,999 | | | | 1,755 | | | | 5,821 | | | | 6,535 | |
| | $ | 17,295 | | | $ | 19,738 | | | $ | 70,242 | | | $ | 82,430 | |
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 December 31, | | | Year ended December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Sales | | $ | 116 | | | $ | 123 | | | $ | 418 | | | $ | 409 | |
Community and content | | | 23 | | | | 21 | | | | 88 | | | | 16 | |
General and administrative | | | 316 | | | | 319 | | | | 1,418 | | | | 1,215 | |
Information and technology | | | 44 | | | | 45 | | | | 225 | | | | 217 | |
| | $ | 499 | | | $ | 508 | | | $ | 2,149 | | | $ | 1,857 | |
Note: | 4. | General and administrative expenses consist of: |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 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 | | $ | 9,890 | | | $ | 9,345 | | | $ | 37,290 | | | $ | 36,343 | |
Amortization of intangible assets | | | 1,250 | | | | 994 | | | | 4,314 | | | | 6,873 | |
Impairment charge on intangible assets | | | - | | | | 4 | | | | - | | | | 2,242 | |
Foreign exchange losses | | | 485 | | | | 1,260 | | | | 2,093 | | | | 2,546 | |
| | $ | 11,625 | | | $ | 11,603 | | | $ | 43,697 | | | $ | 48,004 | |
Note: | 5. | Net Profit / (loss) from discontinued operations, net of income tax consist of: |
| | Three months ended December 31, | | | Year ended December 31, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Profit on sale of subsidiary | | $ | - | | | $ | - | | | $ | 6,382 | | | $ | - | |
Income tax expense | | | - | | | | - | | | | (361 | ) | | | - | |
Profit on sale of subsidiary, net of income tax | | | - | | | | - | | | | 6,021 | | | | - | |
Profit /(loss) from discontinued operations, net of income tax | | | - | | | | (40 | ) | | | (392 | ) | | | 1,982 | |
| | $ | - | | | $ | (40 | ) | | $ | 5,629 | | | $ | 1,982 | |