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 | |
| | March 31 | | | December 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 36,454 | | | $ | 25,192 | |
Available-for-sale securities | | | 120,764 | | | | 130,603 | |
Accounts receivable, net | | | 6,382 | | | | 6,468 | |
Receivables from sales representatives | | | 17,333 | | | | 13,238 | |
Inventory | | | 1,012 | | | | 889 | |
Prepaid expenses and other current assets | | | 20,113 | | | | 14,174 | |
| | | | | | |
Total Current Assets | | | 202,058 | | | | 190,564 | |
| | | | | | |
| | | | | | | | |
Property and equipment, net | | | 27,890 | | | | 28,374 | |
Long term investments | | | 100 | | | | 100 | |
Bonds held to maturity, at amortized cost | | | 293 | | | | 289 | |
Other assets | | | 2,613 | | | | 1,562 | |
| | | | | | |
Total Assets | | $ | 232,954 | | | $ | 220,889 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | $ | 6,550 | | | $ | 6,804 | |
Deferred income and customer prepayments | | | 73,463 | | | | 62,036 | |
Accrued liabilities | | | 10,167 | | | | 12,427 | |
Income taxes payable | | | 929 | | | | 751 | |
| | | | | | |
Total Current Liabilities | | | 91,109 | | | | 82,018 | |
| | | | | | |
Liabilities for incentive and bonus plans | | | 102 | | | | 102 | |
Deferred income and customer prepayments — long term | | | 2,684 | | | | 1,802 | |
Deferred tax liability | | | 368 | | | | 403 | |
| | | | | | |
Total Liabilities | | | 94,263 | | | | 84,325 | |
| | | | | | |
| | | | | | | | |
Minority interest | | | 3,930 | | | | 2,913 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common shares, US$0.01 par value; 75,000,000 shares authorized; 42,337,568 (2006: 42,271,568) shares issued and outstanding | | | 423 | | | | 423 | |
Additional paid in capital | | | 126,776 | | | | 125,832 | |
Retained earnings | | | 11,358 | | | | 4,830 | |
Accumulated other comprehensive (loss) income | | | (3,796 | ) | | | 2,566 | |
| | | | | | |
Total Shareholders’ Equity | | | 134,761 | | | | 133,651 | |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 232,954 | | | $ | 220,889 | |
| | | | | | |
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 March 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
Revenue: | | | | | | | | |
Online and other media services (Note 3) | | $ | 29,045 | | | $ | 26,090 | |
Exhibitions | | | 4,816 | | | | 3,712 | |
Miscellaneous | | | 1,086 | | | | 229 | |
| | | | | | |
| | | 34,947 | | | | 30,031 | |
| | | | | | |
| | | | | | | | |
Operating Expenses: | | | | | | | | |
Sales (Note 4) | | | 11,136 | | | | 9,909 | |
Event production | | | 613 | | | | 619 | |
Community (Note 4) | | | 5,273 | | | | 4,674 | |
General and administrative (Note 4) | | | 9,953 | | | | 9,379 | |
Online services development (Note 4) | | | 1,286 | | | | 1,054 | |
Amortization of software costs | | | 40 | | | | 302 | |
| | | | | | |
Total Operating Expenses | | | 28,301 | | | | 25,937 | |
| | | | | | |
Income from Operations | | | 6,646 | | | | 4,094 | |
| | | | | | |
Interest and dividend income | | | 1,392 | | | | 1,030 | |
Gain on sale of available-for-sale securities | | | — | | | | 73 | |
Foreign exchange gains (losses), net | | | (274 | ) | | | (27 | ) |
| | | | | | |
Income before Income Taxes | | | 7,764 | | | | 5,170 | |
Income Tax Expense | | | (219 | ) | | | (203 | ) |
| | | | | | |
Net Income before Minority Interest | | $ | 7,545 | | | $ | 4,967 | |
| | | | | | |
Minority interest | | | (1,017 | ) | | | (811 | ) |
| | | | | | |
Net Income before cumulative effect of change in accounting principle | | $ | 6,528 | | | $ | 4,156 | |
Cumulative effect of change in accounting principle (Note 5) | | | — | | | | 251 | |
| | | | | | |
Net Income | | $ | 6,528 | | | $ | 4,407 | |
| | | | | | |
Basic net income per common share before cumulative effect of change in accounting principle | | $ | 0.15 | | | $ | 0.09 | |
| | | | | | |
Cumulative effect of change in accounting principle | | | — | | | $ | 0.01 | |
| | | | | | |
Basic net income per common share | | $ | 0.15 | | | $ | 0.10 | |
| | | | | | |
Diluted net income per common share before cumulative effect of change in accounting principle | | $ | 0.15 | | | $ | 0.09 | |
| | | | | | |
Cumulative effect of change in accounting principle | | | — | | | $ | 0.01 | |
| | | | | | |
Diluted net income per common share | | $ | 0.15 | | | $ | 0.10 | |
| | | | | | |
Common shares used in basic net income per common share calculations | | | 40,849,806 | | | | 40,684,745 | |
| | | | | | |
Common shares used in diluted net income per common share calculations | | | 40,979,435 | | | | 40,735,777 | |
| | | | | | |
Basic net income per non-vested restricted share before cumulative effect of change in accounting principle | | $ | 0.15 | | | $ | 0.09 | |
| | | | | | |
Cumulative effect of change in accounting principle | | | — | | | $ | 0.01 | |
| | | | | | |
Basic net income per non-vested restricted share | | $ | 0.15 | | | $ | 0.10 | |
| | | | | | |
Diluted net income per non-vested restricted share before cumulative effect of change in accounting principle | | $ | 0.15 | | | $ | 0.09 | |
| | | | | | |
Cumulative effect of change in accounting principle | | | — | | | $ | 0.01 | |
| | | | | | |
Diluted net income per non-vested restricted share | | $ | 0.15 | | | $ | 0.10 | |
| | | | | | |
Non-vested restricted shares used in basic net income per non-vested restricted share calculations | | | 1,445,229 | | | | 1,524,441 | |
| | | | | | |
Non-vested restricted shares used in diluted net income per non-vested restricted share calculations | | | 1,455,476 | | | | 1,524,441 | |
| | | | | | |
| | | | | | |
Note : | | | 3. | | | Online and other media services consists of: |
| | | | | | | | |
| | Three months ended March 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | | | |
Online services | | $ | 17,270 | | | $ | 15,094 | |
Print services | | | 11,775 | | | | 10,996 | |
| | | | | | |
| | $ | 29,045 | | | $ | 26,090 | |
| | | | | | |
| | | | | | |
Note : | | | 4. | | | Non-cash compensation expenses associated with the several employee equity compensation plans and Directors Purchase Plan included under various categories of expenses are as follows:. |
| | | | | | | | |
| | Three months ended March 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
Sales | | $ | (133 | ) | | $ | 197 | |
Community | | | 85 | | | | 32 | |
General administrative | | | 509 | | | | 529 | |
Online services development | | | 62 | | | | 59 | |
| | | | | | |
| | $ | 523 | | | $ | 817 | |
| | | | | | |
| | | | | | |
Note : | | | 5. | | | Represents the cumulative effect of change in accounting principle, resulting from the adoption of SFAS No. 123(R) with effect from January 1, 2006. |
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
| | | | | | | | |
| | Three months ended March 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 6,528 | | | $ | 4,407 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | | |
Depreciation and amortization | | | 1,072 | | | | 1,071 | |
Accretion of U.S. Treasury strips zero % coupons | | | (4 | ) | | | (7 | ) |
Unrealised dividend income on available-for-sale securities | | | — | | | | (253 | ) |
Unrealised interest income on available-for-sale securities | | | (750 | ) | | | (8 | ) |
Bad debt expense | | | 100 | | | | 43 | |
Non-cash compensation expense | | | 523 | | | | 817 | |
Income attributable to minority shareholder | | | 1,017 | | | | 811 | |
Equipment written off | | | 4 | | | | — | |
Cumulative effect of change in accounting principle | | | — | | | | (251 | ) |
| | | | | | |
| | | 8,490 | | | | 6,630 | |
| | | | | | | | |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivables | | | (14 | ) | | | 579 | |
Receivables from sales representatives | | | (4,095 | ) | | | (4,550 | ) |
Inventory | | | (123 | ) | | | (42 | ) |
Prepaid expenses and other current assets | | | (5,939 | ) | | | (6,029 | ) |
Long term assets | | | (1,051 | ) | | | (254 | ) |
Accounts payable | | | (254 | ) | | | 264 | |
Accrued liabilities and liabilities for incentive and bonus plans | | | (2,260 | ) | | | 2,366 | |
Deferred income and customer prepayments | | | 12,309 | | | | 9,026 | |
Tax liability | | | 143 | | | | 83 | |
| | | | | | |
Net cash provided by operating activities | | | 7,206 | | | | 8,073 | |
| | | | | | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of property and equipment | | | (592 | ) | | | (660 | ) |
Purchase of available-for-sale securities | | | (105,682 | ) | | | (104,674 | ) |
Proceeds fromsale of available-for-sale securities | | | 109,908 | | | | 98,728 | |
| | | | | | |
Net cash generated from (used in) investing activities | | | 3,634 | | | | (6,606 | ) |
| | | | | | |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Amount received towards directors purchase plan | | | 422 | | | | 359 | |
| | | | | | |
Net cash generated from financing activities | | | 422 | | | | 359 | |
| | | | | | |
| | | | | | | | |
Net increase in cash and cash equivalents | | | 11,262 | | | | 1,826 | |
Cash and cash equivalents, beginning of the period | | | 25,192 | | | | 94,321 | |
| | | | | | |
Cash and cash equivalents, end of the period | | $ | 36,454 | | | $ | 96,147 | |
| | | | | | |
| | | | | | | | |
Supplemental cash flow disclosures: | | | | | | | | |
Income tax paid | | $ | 76 | | | $ | 120 | |
| | | | | | |