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 | |
| | June 30 | | | December 31 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 32,148 | | | $ | 25,192 | |
Available-for-sale securities | | | 141,367 | | | | 130,603 | |
Accounts receivable, net. | | | 5,547 | | | | 6,468 | |
Receivables from sales representatives | | | 9,906 | | | | 13,238 | |
Inventory | | | 1,165 | | | | 889 | |
Prepaid expenses and other current assets | | | 13,728 | | | | 14,174 | |
| | | | | | |
Total Current Assets | | | 203,861 | | | | 190,564 | |
| | | | | | |
| | | | | | | | |
Property and equipment, net | | | 34,851 | | | | 28,374 | |
Long term investments | | | 100 | | | | 100 | |
Bonds held to maturity, at amortized cost | | | 297 | | | | 289 | |
Other assets. | | | 3,250 | | | | 1,562 | |
| | | | | | |
Total Assets | | $ | 242,359 | | | $ | 220,889 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | $ | 6,166 | | | $ | 6,804 | |
Deferred income and customer prepayments | | | 68,394 | | | | 62,036 | |
Accrued liabilities | | | 11,579 | | | | 12,427 | |
Income taxes payable | | | 1,135 | | | | 751 | |
| | | | | | |
Total Current Liabilities | | | 87,274 | | | | 82,018 | |
| | | | | | |
Liabilities for incentive and bonus plans | | | 102 | | | | 102 | |
Deferred income and customer prepayments — long term | | | 4,495 | | | | 1,802 | |
Deferred tax liability | | | 295 | | | | 403 | |
| | | | | | |
Total Liabilities | | | 92,166 | | | | 84,325 | |
| | | | | | |
| | | | | | | | |
Minority interest | | | 4,238 | | | | 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 | | | 129,545 | | | | 125,832 | |
Retained earnings | | | 15,548 | | | | 4,830 | |
Accumulated other comprehensive income | | | 439 | | | | 2,566 | |
| | | | | | |
Total Shareholders’ Equity | | | 145,955 | | | | 133,651 | |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 242,359 | | | $ | 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 June 30 | | | Six months ended June 30 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Revenue: | | | | | | | | | | | | | | | | |
Online and other media services (Note 3) | | $ | 30,534 | | | $ | 28,078 | | | $ | 59,579 | | | $ | 54,168 | |
Exhibitions | | | 20,883 | | | | 16,367 | | | | 25,699 | | | | 20,079 | |
Miscellaneous | | | 1,128 | | | | 381 | | | | 2,214 | | | | 610 | |
| | | | | | | | | | | | |
| | | 52,545 | | | | 44,826 | | | | 87,492 | | | | 74,857 | |
| | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 4) | | | 17,666 | | | | 14,345 | | | | 28,802 | | | | 24,254 | |
Event production | | | 9,464 | | | | 8,497 | | | | 10,077 | | | | 9,116 | |
Community (Note 4) | | | 7,435 | | | | 7,557 | | | | 12,708 | | | | 12,231 | |
General and administrative (Note 4) | | | 11,492 | | | | 9,828 | | | | 21,445 | | | | 19,207 | |
Online services development (Note 4) | | | 1,300 | | | | 1,068 | | | | 2,586 | | | | 2,122 | |
Amortization of software costs | | | 40 | | | | 305 | | | | 80 | | | | 607 | |
| | | | | | | | | | | | |
Total Operating Expenses | | | 47,397 | | | | 41,600 | | | | 75,698 | | | | 67,537 | |
| | | | | | | | | | | | |
Income from Operations | | | 5,148 | | | | 3,226 | | | | 11,794 | | | | 7,320 | |
| | | | | | | | | | | | |
Interest and dividend income | | | 1,724 | | | | 1,318 | | | | 3,116 | | | | 2,348 | |
Gain on sale of available-for-sale securities | | | — | | | | 227 | | | | — | | | | 300 | |
Loss on investment, net | | | (1,846 | ) | | | — | | | | (1,846 | ) | | | — | |
Foreign exchange gains (losses), net | | | (190 | ) | | | (201 | ) | | | (464 | ) | | | (228 | ) |
| | | | | | | | | | | | |
Income before Income Taxes | | | 4,836 | | | | 4,570 | | | | 12,600 | | | | 9,740 | |
Income Tax Expense | | | (338 | ) | | | (220 | ) | | | (557 | ) | | | (423 | ) |
| | | | | | | | | | | | |
Net Income before Minority Interest | | $ | 4,498 | | | $ | 4,350 | | | $ | 12,043 | | | $ | 9,317 | |
| | | | | | | | | | | | |
Minority interest | | | (308 | ) | | | (322 | ) | | | (1,325 | ) | | | (1,133 | ) |
| | | | | | | | | | | | |
Net Income before cumulative effect of change in accounting principle | | $ | 4,190 | | | $ | 4,028 | | | $ | 10,718 | | | $ | 8,184 | |
Cumulative effect of change in accounting principle (Note 5) | | | — | | | | — | | | | — | | | | 251 | |
| | | | | | | | | | | | |
Net Income | | $ | 4,190 | | | $ | 4,028 | | | $ | 10,718 | | | $ | 8,435 | |
| | | | | | | | | | | | |
Basic net income per common share before cumulative effect of change in accounting principle | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.19 | |
| | | | | | | | | | | | |
Cumulative effect of change in accounting principle | | | — | | | | — | | | | — | | | $ | 0.01 | |
| | | | | | | | | | | | |
Basic net income per common share | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.20 | |
| | | | | | | | | | | | |
Diluted net income per common share before cumulative effect of change in accounting principle | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.19 | |
| | | | | | | | | | | | |
Cumulative effect of change in accounting principle | | | — | | | | — | | | | — | | | $ | 0.01 | |
| | | | | | | | | | | | |
Diluted net income per common share | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.20 | |
| | | | | | | | | | | | |
Common shares used in basic net income per common share calculations | | | 40,910,098 | | | | 40,584,489 | | | | 40,895,408 | | | | 40,634,340 | |
| | | | | | | | | | | | |
Common shares used in diluted net income per common share calculations | | | 41,077,838 | | | | 40,653,587 | | | | 41,044,111 | | | | 40,694,405 | |
| | | | | | | | | | | | |
Basic net income per non-vested restricted share before cumulative effect of change in accounting principle | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.19 | |
| | | | | | | | | | | | |
Cumulative effect of change in accounting principle | | | — | | | | — | | | | — | | | $ | 0.01 | |
| | | | | | | | | | | | |
Basic net income per non-vested restricted share | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.20 | |
| | | | | | | | | | | | |
Diluted net income per non-vested restricted share before cumulative effect of change in accounting principle | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.19 | |
| | | | | | | | | | | | |
Cumulative effect of change in accounting principle | | | — | | | | — | | | | — | | | $ | 0.01 | |
| | | | | | | | | | | | |
Diluted net income per non-vested restricted share | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.25 | | | $ | 0.20 | |
| | | | | | | | | | | | |
Non-vested restricted shares used in basic net income per non-vested restricted share calculations | | | 1,427,470 | | | | 1,687,079 | | | | 1,421,011 | | | | 1,606,209 | |
| | | | | | | | | | | | |
Non-vested restricted shares used in diluted net income per non-vested restricted share calculations | | | 1,750,775 | | | | 1,687,079 | | | | 1,587,788 | | | | 1,606,209 | |
| | | | | | | | | | | | |
Note: 3. | Online and other media services consists of: |
| | | | | | | | | | | | | | | | |
| | Three months ended June 30 | | | Six months ended June 30 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
|
Online services | | $ | 18,492 | | | $ | 15,685 | | | $ | 35,762 | | | $ | 30,779 | |
Print services | | | 12,042 | | | | 12,393 | | | | 23,817 | | | | 23,389 | |
| | | | | | | | | | | | |
| | $ | 30,534 | | | $ | 28,078 | | | $ | 59,579 | | | $ | 54,168 | |
| | | | | | | | | | | | |
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 June 30 | | | Six months ended June 30 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Sales | | $ | 1,519 | | | $ | 186 | | | $ | 1,386 | | | $ | 383 | |
Community | | | 17 | | | | 21 | | | | 102 | | | | 53 | |
General administrative | | | 1,135 | | | | 292 | | | | 1,645 | | | | 821 | |
Online services development | | | 98 | | | | 39 | | | | 160 | | | | 98 | |
| | | | | | | | | | | | |
| | $ | 2,769 | | | $ | 538 | | | $ | 3,293 | | | $ | 1,355 | |
| | | | | | | | | | | | |
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)
| | | | | | | | |
| | Six months ended June 30 | |
| | 2007 | | | 2006 | |
| | (Unaudited) | | | (Unaudited) | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 10,718 | | | $ | 8,435 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | | |
Depreciation and amortization | | | 2,154 | | | | 2,191 | |
Accretion of U.S. Treasury strips zero % coupons | | | (8 | ) | | | (14 | ) |
Unrealised dividend income on available-for-sale securities | | | — | | | | (280 | ) |
Unrealised interest income on available-for-sale securities | | | (829 | ) | | | (36 | ) |
Impairment of investment | | | 2,301 | | | | — | |
Profit on sale of equipment | | | — | | | | (32 | ) |
Bad debt expense | | | 100 | | | | 130 | |
Non-cash compensation expense | | | 3,293 | | | | 1,355 | |
Income attributable to minority shareholder | | | 1,325 | | | | 1,133 | |
Equipment written off | | | 4 | | | | 1 | |
Cumulative effect of change in accounting principle | | | — | | | | (251 | ) |
| | | | | | |
| | | 19,058 | | | | 12,632 | |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivables | | | 821 | | | | (451 | ) |
Receivables from sales representatives | | | 3,332 | | | | (2,988 | ) |
Inventory | | | (276 | ) | | | (155 | ) |
Prepaid expenses and other current assets | | | 445 | | | | (1,444 | ) |
Long term assets | | | (1,688 | ) | | | (657 | ) |
Accounts payable | | | (638 | ) | | | 1,972 | |
Accrued liabilities and liabilities for incentive and bonus plans | | | (848 | ) | | | 3,538 | |
Deferred income and customer prepayments | | | 9,051 | | | | 6,194 | |
Tax liability | | | 276 | | | | 197 | |
| | | | | | |
Net cash provided by operating activities | | | 29,533 | | | | 18,838 | |
| | | | | | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of property and equipment | | | (8,636 | ) | | | (1,789 | ) |
Proceeds from sale of equipment | | | — | | | | 32 | |
Purchase of available-for-sale securities | | | (229,953 | ) | | | (225,766 | ) |
Proceeds fromsale of available-for-sale securities | | | 215,590 | | | | 210,558 | |
| | | | | | |
Net cash used in investing activities | | | (22,999 | ) | | | (16,965 | ) |
| | | | | | |
| | | | | | | | |
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 | | | 6,956 | | | | 2,232 | |
Cash and cash equivalents, beginning of the period | | | 25,192 | | | | 94,321 | |
| | | | | | |
Cash and cash equivalents, end of the period | | $ | 32,148 | | | $ | 96,553 | |
| | | | | | |
| | | | | | | | |
Supplemental cash flow disclosures: | | | | | | | | |
Income tax paid | | $ | 281 | | | $ | 226 | |
| | | | | | |