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 | |
| | September 30, | | | December 31, | |
| | 2008 | | | 2007 | |
| | (Unaudited) | | | | | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 177,263 | | | $ | 197,825 | |
Available-for-sale securities | | | 5,912 | | | | – | |
Accounts receivable, net | | | 6,682 | | | | 6,665 | |
Receivables from sales representatives | | | 8,235 | | | | 12,303 | |
Inventory | | | 1,192 | | | | 1,108 | |
Prepaid expenses and other current assets | | | 22,045 | | | | 15,333 | |
Deferred tax assets | | | 46 | | | | 46 | |
| | | | | | |
Total Current Assets | | | 221,375 | | | | 233,280 | |
| | | | | | |
| | | | | | | | |
Property and equipment, net | | | 82,215 | | | | 35,352 | |
Long term investments | | | 100 | | | | 100 | |
Bonds held to maturity, at amortized cost | | | – | | | | 99 | |
Deferred tax assets — long term | | | 202 | | | | 196 | |
Other assets | | | 2,476 | | | | 2,781 | |
| | | | | | |
Total Assets | | $ | 306,368 | | | $ | 271,808 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable | | $ | 7,141 | | | $ | 5,577 | |
Deferred income and customers’ prepayments | | | 92,003 | | | | 78,141 | |
Accrued liabilities | | | 10,887 | | | | 12,546 | |
Income taxes payable | | | 871 | | | | 694 | |
| | | | | | |
Total Current Liabilities | | | 110,902 | | | | 96,958 | |
| | | | | | |
Deferred income and customers’ prepayments — long term | | | 7,170 | | | | 4,934 | |
Deferred tax liability | | | 239 | | | | 283 | |
| | | | | | |
Total Liabilities | | | 118,311 | | | | 102,175 | |
| | | | | | |
| | | | | | | | |
Non-controlling interest | | | 3,974 | | | | 4,940 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common shares, US$0.01 par value; 75,000,000 shares authorized; 46,703,058 (2007: 46,572,092) shares issued and outstanding | | | 467 | | | | 466 | |
Additional paid in capital | | | 134,390 | | | | 133,987 | |
Retained earnings | | | 47,729 | | | | 28,829 | |
Accumulated other comprehensive income | | | 1,497 | | | | 1,411 | |
| | | | | | |
Total Shareholders’ Equity | | | 184,083 | | | | 164,693 | |
| | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 306,368 | | | $ | 271,808 | |
| | | | | | |
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 September 30, | | | Nine months ended September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Revenue: | | | | | | | | | | | | | | | | |
Online and other media services (Note 1) | | $ | 35,350 | | | $ | 32,270 | | | $ | 105,766 | | | $ | 91,849 | |
Exhibitions | | | 511 | | | | 454 | | | | 31,731 | | | | 26,153 | |
Miscellaneous | | | 1,716 | | | | 1,059 | | | | 4,354 | | | | 3,273 | |
| | | | | | | | | | | | |
| | $ | 37,577 | | | $ | 33,783 | | | $ | 141,851 | | | $ | 121,275 | |
| | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales (Note 2) | | | 16,036 | | | | 12,330 | | | | 48,909 | | | | 41,132 | |
Event production | | | 280 | | | | 163 | | | | 11,359 | | | | 10,240 | |
Community (Note 2) | | | 5,976 | | | | 5,051 | | | | 21,425 | | | | 17,759 | |
General and administrative (Note 2) | | | 11,742 | | | | 10,484 | | | | 35,809 | | | | 31,929 | |
Online services development (Note 2) | | | 1,549 | | | | 1,614 | | | | 4,530 | | | | 4,200 | |
Amortization of software costs | | | 50 | | | | 38 | | | | 147 | | | | 118 | |
| | | | | | | | | | | | |
Total Operating Expenses | | | 35,633 | | | | 29,680 | | | | 122,179 | | | | 105,378 | |
| | | | | | | | | | | | |
Income from Operations | | | 1,944 | | | | 4,103 | | | | 19,672 | | | | 15,897 | |
| | | | | | | | | | | | |
Interest and dividend income | | | 670 | | | | 1,758 | | | | 2,616 | | | | 4,874 | |
Loss on investment, net | | | – | | | | – | | | | – | | | | (1,846 | ) |
Foreign exchange gains (losses), net | | | (24 | ) | | | (294 | ) | | | (1,319 | ) | | | (758 | ) |
| | | | | | | | | | | | |
Income before Income Taxes | | | 2,590 | | | | 5,567 | | | | 20,969 | | | | 18,167 | |
Income Tax Expense | | | (140 | ) | | | (89 | ) | | | (561 | ) | | | (646 | ) |
| | | | | | | | | | | | |
Net Income before Non-controlling Interest | | | 2,450 | | | | 5,478 | | | | 20,408 | | | | 17,521 | |
| | | | | | | | | | | | |
Non-controlling interest | | | (175 | ) | | | (345 | ) | | | (1,508 | ) | | | (1,670 | ) |
| | | | | | | | | | | | |
Net Income | | $ | 2,275 | | | $ | 5,133 | | | $ | 18,900 | | | $ | 15,851 | |
| | | | | | | | | | | | |
Basic net income per common share | | $ | 0.05 | | | $ | 0.11 | | | $ | 0.40 | | | $ | 0.34 | |
| | | | | | | | | | | | |
Diluted net income per common share | | $ | 0.05 | | | $ | 0.11 | | | $ | 0.40 | | | $ | 0.34 | |
| | | | | | | | | | | | |
Common shares used in basic net income per common share calculations | | | 45,519,622 | | | | 45,003,417 | | | | 45,473,023 | | | | 44,995,281 | |
| | | | | | | | | | | | |
Common shares used in diluted net income per common share calculations | | | 45,541,869 | | | | 45,161,883 | | | | 45,518,566 | | | | 45,118,442 | |
| | | | | | | | | | | | |
Basic net income per non-vested restricted share | | $ | 0.05 | | | $ | 0.11 | | | $ | 0.40 | | | $ | 0.34 | |
| | | | | | | | | | | | |
Diluted net income per non-vested restricted share | | $ | 0.05 | | | $ | 0.11 | | | $ | 0.40 | | | $ | 0.34 | |
| | | | | | | | | | | | |
Non-vested restricted shares used in basic net income per non-vested restricted share calculations | | | 1,183,450 | | | | 1,568,675 | | | | 1,201,784 | | | | 1,561,387 | |
| | | | | | | | | | | | |
Non-vested restricted shares used in diluted net income per non-vested restricted share calculations | | | 1,964,913 | | | | 1,928,573 | | | | 1,929,720 | | | | 1,792,537 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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Note : 1. Online and other media services consists of: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | | | | | |
Online services | | $ | 23,480 | | | $ | 19,656 | | | $ | 69,514 | | | $ | 55,418 | |
Print services | | | 11,870 | | | | 12,614 | | | | 36,252 | | | | 36,431 | |
| | | | | | | | | | | | |
| | $ | 35,350 | | | $ | 32,270 | | | $ | 105,766 | | | $ | 91,849 | |
| | | | | | | | | | | | |
Note : 2. | 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 September 30, | | | Nine months ended September 30, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Sales | | $ | (582 | ) | | $ | 483 | | | $ | (1,390 | ) | | $ | 1,869 | |
Community | | | 14 | | | | 55 | | | | 194 | | | | 157 | |
General administrative | | | 136 | | | | 311 | | | | 536 | | | | 1,956 | |
Online services development | | | 53 | | | | 65 | | | | 178 | | | | 225 | |
| | | | | | | | | | | | |
| | $ | (379 | ) | | $ | 914 | | | $ | (482 | ) | | $ | 4,207 | |
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