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, | |
| | 2016 | | | 2015 | |
| | | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 88,749 | | | $ | 70,356 | |
Term deposits with banks | | | 9,919 | | | | 9,097 | |
Financial assets, available-for-sale | | | 11,234 | | | | - | |
Accounts receivables, net | | | 838 | | | | 849 | |
Receivables from sales representatives | | | 4,962 | | | | 8,802 | |
Inventories | | | 111 | | | | 176 | |
Prepaid expenses and other current assets | | | 14,129 | | | | 16,268 | |
| | | 129,942 | | | | 105,548 | |
Non-current assets | | | | | | | | |
Property and equipment | | | 71,604 | | | | 59,064 | |
Investment properties | | | 47,955 | | | | 69,726 | |
Intangible assets | | | 16,907 | | | | 26,309 | |
Financial assets, available-for-sale | | | 257 | | | | - | |
Long term investment | | | - | | | | 100 | |
Deferred income tax assets | | | 2,669 | | | | 389 | |
Other non-current assets | | | 2,118 | | | | 951 | |
| | | 141,510 | | | | 156,539 | |
Total assets | | $ | 271,452 | | | $ | 262,087 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 5,681 | | | $ | 7,383 | |
Deferred income and customer prepayments | | | 77,450 | | | | 75,265 | |
Accrued liabilities | | | 14,917 | | | | 15,183 | |
Income tax liabilities | | | 934 | | | | 2,990 | |
| | | 98,982 | | | | 100,821 | |
Non-current liabilities | | | | | | | | |
Accounts payable | | | - | | | | 289 | |
Deferred income and customer prepayments | | | 4,040 | | | | 2,917 | |
Deferred income tax liabilities | | | 2,453 | | | | 4,493 | |
| | | 6,493 | | | | 7,699 | |
Total liabilities | | $ | 105,475 | | | $ | 108,520 | |
| | | | | | | | |
Equity attributable to Company’s shareholders | | | | | | | | |
Common shares | | | 536 | | | | 533 | |
Treasury shares | | | (250,089 | ) | | | (250,089 | ) |
Other reserves | | | 153,181 | | | | 157,562 | |
Retained earnings | | | 258,293 | | | | 239,812 | |
Total Company shareholders’ equity | | | 161,921 | | | | 147,818 | |
Non-controlling interests | | | 4,056 | | | | 5,749 | |
Total equity | | $ | 165,977 | | | $ | 153,567 | |
Total liabilities and equity | | $ | 271,452 | | | $ | 262,087 | |
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | Six months ended December 31, | | | Year ended December 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | |
Revenue: | | | | | | | | | | | | |
Exhibitions | | $ | 44,968 | | | $ | 45,683 | | | $ | 92,381 | | | $ | 91,854 | |
Online and other media services (Note 1) | | | 27,646 | | | | 34,512 | | | | 58,340 | | | | 70,242 | |
Miscellaneous | | | 3,235 | | | | 4,914 | | | | 6,946 | | | | 8,929 | |
| | | 75,849 | | | | 85,109 | | | | 157,667 | | | | 171,025 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 2) | | | 21,858 | | | | 25,538 | | | | 44,767 | | | | 50,231 | |
Event production | | | 12,018 | | | | 12,309 | | | | 25,084 | | | | 24,533 | |
Community and content (Note 2) | | | 8,152 | | | | 10,332 | | | | 17,163 | | | | 20,535 | |
General and administrative (Note 2 & 3) | | | 20,685 | | | | 22,945 | | | | 43,019 | | | | 43,697 | |
Information and technology (Note 2) | | | 5,541 | | | | 6,896 | | | | 11,315 | | | | 13,348 | |
Total Operating Expenses | | | 68,254 | | | | 78,020 | | | | 141,348 | | | | 152,344 | |
Profit on sale of property | | | - | | | | 9,791 | | | | - | | | | 9,791 | |
Profit from Operations | | | 7,595 | | | | 16,880 | | | | 16,319 | | | | 28,472 | |
Interest income | | | 265 | | | | 226 | | | | 558 | | | | 792 | |
Gain on sale of available-for-sale securities | | | 26 | | | | 52 | | | | 93 | | | | 188 | |
Profit on sale of long term investment | | | - | | | | - | | | | 43 | | | | - | |
Interest expenses | | | (7 | ) | | | (24 | ) | | | (23 | ) | | | (83 | ) |
Profit before Income Taxes | | | 7,879 | | | | 17,134 | | | | 16,990 | | | | 29,369 | |
Income tax credit / (expense) | | | 752 | | | | (2,421 | ) | | | 1,328 | | | | (4,609 | ) |
Net Profit from continuing operations | | $ | 8,631 | | | $ | 14,713 | | | $ | 18,318 | | | $ | 24,760 | |
Net Profit from discontinued operations, net of income tax (Note 4) | | | - | | | | 223 | | | | - | | | | 5,629 | |
Net profit | | $ | 8,631 | | | $ | 14,936 | | | $ | 18,318 | | | $ | 30,389 | |
Net loss / (profit) attributable to non-controlling interests from: | | | | | | | | | | | | | | | | |
Continuing operations | | | 913 | | | | 457 | | | | 51 | | | | (765 | ) |
Discontinued operations | | | - | | | | - | | | | - | | | | 264 | |
Total | | | 913 | | | | 457 | | | | 51 | | | | (501 | ) |
Net profit attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 9,544 | | | $ | 15,170 | | | $ | 18,369 | | | $ | 23,995 | |
Discontinued operations | | | - | | | | 223 | | | | - | | | | 5,893 | |
Total | | $ | 9,544 | | | $ | 15,393 | | | $ | 18,369 | | | $ | 29,888 | |
Basic net profit per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.40 | | | $ | 0.61 | | | $ | 0.77 | | | $ | 0.87 | |
Discontinued operations | | | - | | | | 0.01 | | | | - | | | | 0.22 | |
Total | | $ | 0.40 | | | $ | 0.62 | | | $ | 0.77 | | | $ | 1.09 | |
Shares used in basic net profit per share calculations | | | 23,928,270 | | | | 24,690,029 | | | | 23,897,328 | | | | 27,404,537 | |
Diluted net profit per share attributable to the Company’s shareholders from: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 0.38 | | | $ | 0.58 | | | $ | 0.73 | | | $ | 0.83 | |
Discontinued operations | | | - | | | | 0.01 | | | | - | | | | 0.20 | |
Total | | $ | 0.38 | | | $ | 0.59 | | | $ | 0.73 | | | $ | 1.03 | |
Shares used in diluted net profit per share calculations | | | 25,397,702 | | | | 26,249,657 | | | | 25,305,261 | | | | 28,820,976 | |
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Note: 1. Online and other media services consists of:
| | Six months ended December 31, | | | Year ended December 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | |
Online services | | $ | 25,064 | | | $ | 31,220 | | | $ | 52,750 | | | $ | 64,421 | |
Print services | | | 2,582 | | | | 3,292 | | | | 5,590 | | | | 5,821 | |
| | $ | 27,646 | | | $ | 34,512 | | | $ | 58,340 | | | $ | 70,242 | |
| Note: 2. | 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: |
| | Six months ended December 31, | | | Year ended December 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | |
Sales | | $ | 206 | | | $ | 240 | | | $ | 279 | | | $ | 418 | |
Community and content | | | 44 | | | | 47 | | | | 62 | | | | 88 | |
General and administrative | | | 624 | | | | 650 | | | | 1,360 | | | | 1,418 | |
Information and technology | | | 85 | | | | 92 | | | | 204 | | | | 225 | |
| | $ | 959 | | | $ | 1,029 | | | $ | 1,905 | | | $ | 2,149 | |
Note: 3. General and administrative expenses consist of:
| | Six months ended December 31, | | | Year ended December 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | |
General and administrative expenses before amortization of intangible assets, impairment charge on intangible assets and foreign exchange losses | | $ | 15,331 | | | $ | 18,984 | | | $ | 33,310 | | | $ | 37,289 | |
Amortization of intangible assets | | | 1,639 | | | | 2,207 | | | | 3,681 | | | | 4,314 | |
Impairment charge on intangible assets | | | 2,889 | | | | - | | | | 4,791 | | | | - | |
Foreign exchange losses | | | 826 | | | | 1,754 | | | | 1,237 | | | | 2,094 | |
| | $ | 20,685 | | | $ | 22,945 | | | $ | 43,019 | | | $ | 43,697 | |
Note: 4. Net Profit from discontinued operations, net of income tax consist of:
| | Six months ended December 31, | | | Year ended December 31, | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | | |
Profit on sale of subsidiary | | $ | - | | | $ | 223 | | | $ | - | | | $ | 6,382 | |
Income tax expense | | | - | | | | - | | | | - | | | | (361 | ) |
Profit on sale of subsidiary, net of income tax | | | - | | | | 223 | | | | - | | | | 6,021 | |
Loss from discontinued operations, net of income tax | | | - | | | | - | | | | - | | | | (392 | ) |
| | $ | - | | | $ | 223 | | | $ | - | | | $ | 5,629 | |