Focus Media Holding (FMCN) 6-K Focus Media Reports First Quarter 2009 Results

Exhibit 99.1

Focus Media Reports First Quarter 2009 Results

SHANGHAI, China, June 19, 2009 – Focus Media Holding Limited (Nasdaq: FMCN), China’s largest digital media group, today announced its unaudited financial results for the first quarter ended March 31, 2009.

Basis of Presentation

On December 22, 2008, the Company announced that it entered into a definitive agreement with SINA Corporation (“SINA”) to sell substantially all of the assets of Focus Media’s digital out-of-home advertising networks, including the LCD display network, poster frame network and certain in-store networks. The transaction is subject to customary closing conditions and certain regulatory approvals. Under the terms of the agreement, upon closing, SINA will issue 47 million newly issued ordinary shares to the Company as the consideration for the acquired assets. The Company will then distribute the SINA shares to its shareholders shortly after the closing.As a result of the above transaction, these lines of business have been accounted for as discontinued operations in accordance with U.S.GAAP.  The assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. Therefore, non-GAAP financial measure for discontinued operations in the first quarter of 2009 excluded not only the non-cash share-based compensation, acquired intangible asset amortization expense resulting from acquisitions, impairment charges of goodwill, acquired intangible assets and fixed assets but also depreciation expenses of fixed assets.

Highlights for First Quarter 2009:

lNet revenue for continuing operations was $66.7 million, declining 24% from $87.2 million for the fourth quarter of 2008 and declining 14% from $78.0 million for the first quarter of 2008 and surpassing the Company’s previous guidance of no less than $55.5 million.

lNet revenue for discontinued operations was $64.4 million, a sequential decrease of 39% from $104.9 million for the fourth quarter of 2008 and decrease of 23% from $83.6 million for the first quarter of 2008 and slightly below the Company’s previous guidance of no less than $65.7 million.

lNet loss from continuing operations was $17.7 million, compared to net loss from continuing operations of $424.5 million for the fourth quarter of 2008 and net income from continuing operations of $1.0 million for the first quarter of 2008.

lNon-GAAP net income from continuing operations was $3.3 million, compared to non-GAAP net income from continuing operations of $5.0 million for the fourth quarter of 2008 and non-GAAP net income from continuing operations of $10.0 million for the first quarter of 2008.

lNet income from discontinued operations was $12.0 million, compared to net loss from discontinued operations of $380.3 million for the fourth quarter of 2008 and net loss from discontinued operations of $54.6 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The Company historically recorded $8.8 million and $5.5 million of depreciation expenses for the fourth quarter of 2008 and the first quarter of 2008, respectively, in discontinued operations.

lNon-GAAP net income from discontinued operations was $15.3 million, compared to non-GAAP net income from discontinued operations of $42.7 million for the fourth quarter of 2008 and non-GAAP net income from discontinued operations of $35.0 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The Company has historically recorded $8.8 million and $5.5 million of depreciation for the fourth quarter of 2008 and the first quarter of 2008, respectively, in discontinued operations.

lNet loss attributable to shareholders was $5.7 million or a loss of $0.04 per fully diluted ADS, compared to net loss attributable to shareholders of $802.5 million for the fourth quarter of 2008 or a loss of $6.24 per fully diluted ADS and net loss attributable to shareholders of $53.8 million for the first quarter of 2008 or a loss of $0.42 per fully diluted ADS.

lCapital expenditures were $6.0 million, all attributable to discontinued operations.

lEarn-out payments for continuing operations and discontinued operations were $1.9 million and $4.5 million respectively.

lBad debt provision for continuing operations was $1.8 million and for discontinued operations was $5.5 million.

lThe Company has decided to cease expansion of its digital poster frame network in light of uncertain demand for our advertising services. We don’t expect to renew the expansion of our digital poster frame network in predictable future. As part of assets to be sold to SINA, in accordance with US GAAP, the company did not perform recoverability test for this asset. The net book value of the asset amounts to $23.6 million.

lWe plan to cease operation of our advertising platform (a boat owned and operated by us) on Huang Pu River in compliance to a rule promulgated by Shanghai Municipal Government. The net book value of the boat is $12.4 million.

First Quarter 2009 balance sheet results

lCash and cash equivalents for continuing operations were $131.9 million, a 7% decline from $142.4 million as of December 31, 2008.

lCash and cash equivalents for discontinued operations were $271.7 million, a 3% decline from $280.5 million as of December 31, 2008.

lAccounts receivable for continuing operations was 117.3 million as of March 31, 2009, a 13% decline from $135.3 million as of December 31, 2008, mainly due to the decline from internet division.

lAccounts receivable for discontinued operations was 122.1 million as of March 31, 2009, a 15% decline from $143.6 million as of December 31, 2008, mainly due to the decline from LCD display network.

First Quarter 2009 financial results

1) For Continuing operations:

Advertising revenue from the movie theater and outdoor traditional billboard network was $19.2 million in the first quarter of 2009, representing a decrease of 11% from 21.6 million for the fourth quarter of 2008 and a 17% increase from $16.4 million for the first quarter of 2008.

Internet advertising service revenue was $47.1 million for the first quarter of 2009, a 25% decline from $62.4 million for the fourth quarter of 2008 and a slight decline of 5% from $49.6 million for the first quarter of 2008.

Non-GAAP gross profit for the movie theater and outdoor billboard networks for the first quarter of 2009 was $6.0 million, representing a 17% decline from $7.2 million for the fourth quarter of 2008 and a 25% increase from $4.8 million for the first quarter of 2008.

Non-GAAP gross profit from our Internet advertising services for the first quarter of 2009 was $10.6 million, representing a 14% decline from $12.3 million for the fourth quarter of 2008 and an 18% decline from $13.0 million for the first quarter of 2008.

Non-GAAP operating expense for continuing operations for the first quarter of 2009 was $12.0 million, representing a 18% decline from $14.6 million for the fourth quarter of 2008 and a 10% increase from $10.9 million for the first quarter of 2008.

2) For Discontinued operations:

Advertising revenue from the LCD display network was $34.4 million for the first quarter of 2009, a 41% decline from $58.6 million for the fourth quarter of 2008 and a 25% decline from $45.9 million for the first quarter of 2008.

Advertising revenue from the in-elevator poster frame network was $23.5 million for the first quarter of 2009, a 40% decline from $39.2 million for the fourth quarter of 2008 and a 20% decline from $29.2 million for the first quarter of 2008.

Advertising revenue from the in-store network was $6.3 million for the first quarter of 2009, a 6% decline from $6.7 million for the fourth quarter of 2008 and an 11% increase from $5.7 million for the first quarter of 2008.

As of March 31, 2009, the total installed base of LCD displays and digital frames in our commercial location network was 131,219 nationwide, including 125,796 displays through our directly owned networks, and 5,423 displays through our regional distributors. The total number of non-digital frames available for sale on our in-elevator poster frame network was 288,423 as of March 31, 2009. In addition, as of March 31, 2009, we had 39,546 digital frames installed in our poster frame network. The total number of displays installed in our in-store network was 42,340 as of March 31, 2009.

Non-GAAP gross profit for the LCD display network for the first quarter of 2009 was $23.2 million, representing a 47% decline from $43.5 million for the fourth quarter of 2008 and a 27% decline from $31.9 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the LCD display network in the fourth quarter of 2008 and the first quarter of 2008 was $4.8 million and $2.9 million respectively.

Non-GAAP gross profit for the in-elevator poster frame network for the first quarter of 2009 was $11.2 million, representing a 53% decline from $23.8 million for the fourth quarter of 2008 and a 53% decline from $19.8 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the in-elevator poster frame network in the fourth quarter of 2008 and the first quarter of 2008 was $1.8 million and $0.7 million respectively.

Non-GAAP gross profit for the in-store network for the first quarter of 2009 was $2.3 million, more than tripled $0.5 million for the fourth quarter of 2008 and compared to gross loss of $1.8 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the in-store network in the fourth quarter of 2008 and the first quarter of 2008 was $1.7 million and $1.6 million respectively.

Non-GAAP operating expense for discontinued operations for the first quarter of 2009 was $22.3million, representing a 21% increase from $18.4 million for the fourth quarter of 2008 and a 34% increase from $16.6 million for the first quarter of 2008. As explained in “basis of presentation” above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in operating expense for discontinued operations in the fourth quarter of 2008 and the first quarter of 2008 was $0.5 million and $0.3 million respectively.

The Company historically recorded $8.8 million and $5.5 million of depreciation expenses for the first quarter of 2008 and the fourth quarter of 2008, respectively, in discontinued operations.

Business Outlook for First Quarter 2009

The Company provides the following guidance with respect to the second quarter ending June 30, 2009:
Net revenues from continuing operations are expected to be no less than $69.0 million;
Net revenues from discontinued operations are expected to be no less than $81.5 million.

Changes of senior management

On January 26, 2009, the Company announced that Jason Jiang, Focus Media’s executive chairman, resumed his position as chief executive officer to replace Dr. Tan Zhi who continued with the Company as an executive director. On the same day, Focus Media further announced the appointment of Alex Deyi Yang as acting chief financial officer to replace Daniel Wu, who resigned to pursue other professional interests.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to Focus Media’s consolidated financial results under GAAP, the Company also provides Non-GAAP financial measures, including Non-GAAP gross profit, Non-GAAP net income and Non-GAAP earnings per fully diluted ADS, all excluding non-cash share-based compensation, acquired intangible asset amortization expense resulting from acquisitions, impairment charges of goodwill, acquired intangible assets and fixed assets. The Company believes that these Non-GAAP financial measures provide investors with another method for assessing Focus Media’s operating results in a manner that is focused on the performance of its ongoing operations. Readers are cautioned not to view Non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies, and should refer to the reconciliation of GAAP results with Non-GAAP results in the attached financial information. The Company believes that both management and investors benefit from referring to these Non-GAAP financial measures in assessing the performance of Focus Media and when planning and forecasting future periods. The Company computes its Non-GAAP financial measures using the same consistent method from quarter to quarter. The accompanying tables have more details on the GAAP financial measures that are most directly comparable to Non-GAAP financial measures and the related reconciliation between these financial measures.

Focus Media Holding Ltd.
Reconciliation of GAAP to Non-GAAP/Non-GAAP
(U.S. Dollar in thousands, except percentages, share and per-share data)
(Unaudited)

1) Reconciliation of GAAP gross profit and net income to Non-GAAP gross profit and net income for continuing operations.

	Three months ended March 31, 2009
	GAAP			(1)			(2)			(3)			(4)			Non-GAAP
Net revenue
Movie Theater & Outdoor Billboard network		19,211															19,211
Internet advertising		47,129															47,129
Others		354															354
Total		66,694															66,694
Cost of sales
Movie Theater & Outdoor Billboard network		14,164			—			(972	)		—			—			13,192
Internet advertising		38,143			—			(1,564	)		—			—			36,579
Others		323			—			(14	)		—			—			309
Total		52,630			—			(2,550	)		—			—			50,080
Gross profit
Movie Theater & Outdoor Billboard network		5,047			—			972			—			—			6,019
Internet advertising		8,986			—			1,564			—			—			10,550
Others		31			—			14			—			—			45
Total		14,064			—			2,550			—			—			16,614
Operating expense		30,439			(4,754	)		(1,912	)		(9,271	)		(2,466	)		12,036
Operating income (loss)		(16,375	)		4,754			4,462			9,271			2,466			4,578
Net income (loss) from continuing operations		(17,672	)		4,754			4,462			9,271			2,466			3,281

(1). Stock-based compensation.
(2). Amortization of acquired intangible assets.
(3). Impairment charges of goodwill
(4). One-off charges from expensing IPO expenditures as a result of termination of IPO process of Allyes.

	Three months ended December 31, 2008
	GAAP			(1)			(2)			(3)			(4)			(5)			Non-GAAP
Net revenue
Movie Theater & Outdoor Billboard network		21,646																		21,646
Internet advertising		62,406																		62,406
Others		3,106																		3,106
Total		87,158																		87,158
Cost of sales
Movie Theater & Outdoor Billboard network		15,375			—			(976	)		—			—			—			14,399
Internet advertising		51,701			—			(1,573	)		—			—			—			50,128
Others		3,504			—			(897	)		—			248			—			2,855
Total		70,580			—			(3,446	)		—			248			—			67,382
Gross profit (loss)
Movie Theater & Outdoor Billboard network		6,271			—			976			—			—			—			7,247
Internet advertising		10,705			—			1,573			—			—			—			12,278
Others		(398	)		—			897			—			(248	)		—			251
Total		16,578			—			3,446			—			(248	)		—			19,776
Operating expense		440,018			(5,261	)		(3,073	)		(222,587	)		(194,040	)		(436	)		14,621
Operating income (loss)		(423,440	)		5,261			6,519			222,587			193,792			436			5,155
Net income (loss) from continuing operations		(424,481	)		5,261			6,519			222,587			194,297			860			5,043

(1). Stock-based compensation.
(2). Amortization of acquired intangible assets.
(3). Impairment charges of goodwill, acquired intangible assets and fixed assets.

(4). Loss from restructuring of CGEN in-store networks and termination of wireless business and disposal of other subsidiaries and affiliates.

(5). Write-off of consideration receivables resulting from the sale of previously acquired subsidiaries back to their original shareholders.

Three months ended March 31, 2008
	GAAP		(1)			(2)			Non-GAAP
Net revenue
Movie Theater & Outdoor Billboard network		16,378								16,378
Internet advertising		49,568								49,568
Others		12,019								12,019
Total		77,965								77,965
Cost of sales
Movie Theater & Outdoor Billboard network		12,535		—			(932	)		11,603
Internet advertising		38,696		—			(2,164	)		36,532
Others		9,942		—			(857	)		9,085
Total		61,173		—			(3,953	)		57,220
Gross profit
Movie Theater & Outdoor Billboard network		3,843		—			932			4,775
Internet advertising		10,872		—			2,164			13,036
Others		2,077		—			857			2,934
Total		16,792		—			3,953			20,745
Operating expense		15,918		(2,837	)		(2,180	)		10,901
Operating income (loss)		874		2,837			6,133			9,844
Net income (loss) from continuing operations		1,000		2,837			6,133			9,970

(1). Stock-based compensation
(2). Amortization of acquired intangible assets

2) Reconciliation of GAAP gross profit and net income to Non-GAAP gross profit and net income for discontinued operations.

	Three months ended March 31, 2009
			Stock-based
	GAAP		compensation			Non-GAAP
Net revenue
LCD display network		34,432					34,432
Poster Frame network		23,538					23,538
In-store network		6,344					6,344
Others		39					39
Total		64,353					64,353
Cost of sales
LCD display network		11,521		(246	)		11,275
Poster Frame network		12,345		—			12,345
In-store network		4,052		—			4,052
Others		—		—			—
Total		27,918		(246	)		27,672
Gross profit
LCD display network		22,911		246			23,157
Poster Frame network		11,193		—			11,193
In-store network		2,292		—			2,292
Others		39		—			39
Total		36,435		246			36,681
Operating expense		25,368		(3,105	)		22,263
Operating income (loss) from discontinued operations		11,067		3,351			14,418
Net income (loss) from discontinued operations		11,998		3,351			15,349

	Three months ended December 31, 2008
	GAAP			(1)			(2)			(3)			(4)		(5)			Tax effect			Non-GAAP
Net revenue
LCD display network		58,617																				58,617
Poster Frame network		39,227																				39,227
In-store network		6,739																				6,739
Others		320																				320
Total		104,903																				104,903
Cost of sales
LCD display network		16,305			(314	)		(859	)		—			—		—			—			15,132
Poster Frame network		17,655			—			(2,257	)		—			—		—			—			15,398
In-store network		6,197			—			—			—			—		—			—			6,197
Others		29			—			(10	)		—			—		—			—			19
Total		40,186			(314	)		(3,126	)		—			—		—			—			36,746
Gross profit
LCD display network		42,312			314			859			—			—		—			—			43,485
Poster Frame network		21,572			—			2,257			—			—		—			—			23,829
In-store network		542			—			—			—			—		—			—			542
Others		291			—			10			—			—		—			—			301
Total		64,717			314			3,126			—			—		—			—			68,157
Operating expense		423,923			(7,069	)		(966	)		(397,156	)		—		(365	)		—			18,367
Operating income (loss) from discontinued operations		(359,206	)		7,383			4,092			397,156			—		365			—			49,790
Net income (loss) from discontinued operations		(380,256	)		7,383			4,092			397,156			13,941		1,340			(914	)		42,742

(1). Stock-based compensation
(2). Amortization of acquired intangible assets
(3). Impairment charges of goodwill, acquired intangible assets and fixed assets

(4). Loss from restructuring of CGEN in-store networks and termination of wireless business and disposal of other subsidiaries and affiliates.

(5). Write-off of consideration receivables resulting from the sale of previously acquired subsidiaries back to their original shareholders.

	Three months ended March 31, 2008
	GAAP			(1)			(2)			(3)		Non-GAAP
Net revenue
LCD display network		45,912											45,912
Poster Frame network		29,179											29,179
In-store network		5,727											5,727
Others		2,782											2,782
Total		83,600											83,600
Cost of sales
LCD display network		15,242			(304	)		(884	)		—		14,054
Poster Frame network		11,724			—			(2,348	)		—		9,376
In-store network		7,486			—			—			—		7,486
Others		480			—			(146	)		—		334
Total		34,932			(304	)		(3,378	)		—		31,250
Gross profit (loss)
LCD display network		30,670			304			884			—		31,858
Poster Frame network		17,455			—			2,348			—		19,803
In-store network		(1,759	)		—			—			—		(1,759	)
Others		2,302			—			146			—		2,448
Total		48,668			304			3,378			—		52,350
Operating expense		23,232			(5,483	)		(1,169	)		—		16,580
Operating income (loss) from discontinued operations		25,436			5,787			4,547			—		35,770
Net income (loss) from discontinued operations		(54,612	)		5,787			4,547			79,322		35,044

(1). Stock-based compensation
(2). Amortization of acquired intangible assets
(3). Impairment of disposal group

CONFERENCE CALL

The Company will host a conference call to discuss the first quarter 2009 results at 9:00 p.m. U.S. Eastern Time on June 21, 2009 (6:00 p.m. U.S. Pacific Time on June 21, 2009 and 9:00 a.m. Beijing/Hong Kong Time on June 22, 2009). The dial-in details for the live conference call are set forth below: U.S. Toll Free Number+1 866 700 0161, Hong Kong dial-in number +852 3002 1672, International dial-in number +1 617 213 8832; Pass code: 16559808.

A replay of the call will be available from June 21, 2009 11:00 pm until June 29, 2009 (US Eastern Time). The dial-in details for the replay are set forth below: U.S. Toll Free Number+1 888-286-8010, International dial-in number +1 617-801-6888; Pass code 81067619. Additionally, a live and archived web cast of this call will be available on the Focus Media web site athttp://ir.focusmedia.cn

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Focus Media may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Focus Media’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, risks outlined in Focus Media’s filings with the U.S. Securities and Exchange Commission, including its registration statements on Form F-1, F-3, F-6 and 20-F, in each case as amended. Focus Media does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.

ABOUT FOCUS MEDIA HOLDING LIMITED

Focus Media Holding Limited (Nasdaq: FMCN) is China’s leading multi- platform digital media company, operating the largest out-of-home advertising network in China using audiovisual digital displays, based on the number of locations and number of flat-panel television displays in our network. Through Focus Media’s multi-platform digital advertising network, the company reaches urban consumers at strategic locations and point-of-interests over a number of media formats, including audiovisual television displays in buildings and stores, advertising poster frames and other new and innovative media, such as outdoor light-emitting diode or LED digital billboard and Internet advertising platforms. As of March 31, 2009, Focus Media’s digital out-of-home advertising network had approximately 131,000 LCD display and digital frames in its commercial location network and approximately 328,000 advertising in-elevator poster and digital frames, installed in over 90 cities throughout China, and approximately 230 outdoor LED billboard displays in Shanghai and Beijing. For more information about Focus Media, please visit our website at http://ir.focusmedia.cn.

Investor and Media contact:

Jing Lu
Tel: +86 21 22164155
Email: ir@focusmedia.cn

Focus Media Holding Limited
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in Thousands)
	2009-3-31	2008-12-31
ASSETS
Current assets
Cash and cash equivalents	131,918	142,434
Accounts receivable, net	117,250	135,270
Inventories	34	25
Prepaid expenses and other current assets	15,048	15,117
Deposit paid for acquisition of subsidiaries	28,734	29,676
Amount due from related parties	5,603	7,913
Rental deposits	10,029	10,090
Assets held for sale-current	470,413	467,046
Total current assets	779,029	807,571
Rental deposits	119	133
Equipment, net	5,752	6,292
Acquired intangible assets, net	73,243	77,713
Goodwill	32,820	30,700
Other long term assets	8,931	10,736
Assets held for sale-non current	610,919	599,149
Total assets	1,510,813	1,532,294
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	64,254	67,905
Accrued expenses and other current liabilities	66,115	61,911
Income taxes payable	10,909	12,622
Amount due to related parties	12,020	15,687
Liabilities held for sale-current	143,426	160,739
Total current liabilities	296,724	318,864
Liabilities held for sale-non current	1,741	1,959
Deferred tax liabilities	11,578	11,581
Total liabilities	310,043	332,404

Shareholders' equity
Ordinary shares	32		32
Additional paid in capital	1,668,081		1,659,833
Retained earnings (deficit)	(539,662	)	(533,969	)
Accumulated other comprehensive income	70,194		71,888
Total shareholders’ equity	1,198,645		1,197,784
Noncontrolling interest	2,125		2,106
Total equity	1,200,770		1,199,890
Total liabilities and shareholders’ equity	1,510,813		1,532,294

Focus Media Holding Limited
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. Dollar in thousands, except Earning per ADS and ADS data)
	Three months ended
		2009-3-31		2008-12-31		2008-3-31
Revenues
Movie Theater & Outdoor Billboard network		19,846		22,380		17,075
Internet advertising		48,940		64,622		51,450
Others		370		3,428		13,264
Total gross revenues		69,156		90,430		81,789
Business Tax		2,462		3,272		3,824
Net revenue		66,694		87,158		77,965
Cost of revenues
Movie Theater & Outdoor Billboard network		13,040		14,399		11,602
Internet advertising		36,579		50,128		36,532
Others		461		2,606		9,086
Amortization of acquired intangible assets		2,550		3,447		3,953
Total cost of revenues		52,630		70,580		61,173
Gross profit		14,064		16,578		16,792
Operating expenses
General and administrative		14,051		16,750		8,460
Selling and marketing		8,023		10,253		7,634
Impairment loss		9,271		222,587		—
Loss from CGEN restructuring		—		190,466		—
Other operating income		(906	)	(38	)	(176	)
Total operating expenses		30,439		440,018		15,918
Operating income (loss)		(16,375	)	(423,440	)	874
Non-operating expenses (income)		(416	)	4,119		(882	)
Income (loss) from continuing operations before income taxes		(15,959	)	(427,559	)	1,756
Provision from income taxes		(1,713	)	3,078		(756	)
Net income (loss) from continuing operations		(17,672	)	(424,481	)	1,000
Net income (loss) from discontinued operations, net of tax		11,998		(380,256	)	(54,612	)
Net Loss		(5,674	)	(804,737	)	(53,612	)
Less:
Net income (loss) attributable to noncontrolling interest		19		(2,246	)	198
Net loss attributable to shareholders		(5,693	)	(802,491	)	(53,810	)
Income (Loss) per ADS from continuing operations — basic & diluted		(0.13	)	(3.28	)	0.01
Income (Loss) per ADS from discontinued operation – basic & diluted		0.09		(2.96	)	(0.43	)
Loss per ADS-basic & diluted – basic & diluted		(0.04	)	(6.24	)	(0.42	)
Shares used in calculating basic income/(loss) per ADS		129,218,960		128,607,842		128,049,333
Shares used in calculating diluted income/(loss) per ADS		129,218,960		128,607,842		131,394,654

FOCUS MEDIA HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(U.S. Dollar in thousands)
	Three months ended
		2009-3-31		2008-12-31		2008-3-31
Operating activities:
Net loss		(5,674	)	(804,737	)	(53,612	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Bad debt provision		7,280		8,597		1,415
Share-based compensation		8,105		12,644		8,624
Depreciation and amortization		493		9,623		6,481
Amortization of acquired intangible assets		4,462		10,611		10,680
Changes in assets and liabilities, net of effects of acquisitions		1,254		23,070		(45,294	)
Realized gain on disposal of available-for-sale securities		(103	)	(415	)	—
Investment income from an equity method investee		(51	)	(427	)	—
(Gain)/loss on disposal of subsidiaries		(240	)	189,441		—
Gain on earn out payment renegotiation		(1,052	)	—		—
Loss on disposal of an equity method investment		—		437		—
Impairment provisions for goodwill, acquired intangible assets and fixed assets		9,271		634,420		79,322
Loss on disposal of equipment		117		304		—
Net cash provided by operating activities		23,862		83,568		7,616
Investing activities:
Purchase of equipment and other long term assets		(6,026	)	(7,106	)	(18,795	)
Acquisition of an intangible asset		—		—		(1,767	)
Purchase of subsidiaries, net of cash acquired		(6,353	)	(14,775	)	(84,989	)
Deposits paid to acquire subsidiaries		—		—		(13,369	)
Disposal of subsidiaries		(584	)	—		—
Purchase of a short-term investment		(29,257	)	—		—
Purchase of available-for-sale securities		—		—		(37,688	)
Proceeds from sale of available-for-sale securities		688		7,365		—
Net cash used in investing activities		(41,532	)	(14,516	)	(156,608	)
Financing activities:
Proceeds from issuance of ordinary shares, net of issuance costs		143		1,535		4,503
Share repurchase		—		(17,502	)	—
Proceeds from short-term debts		—		—		370
Capital injection from minority shareholders		—		—		214
Repayment of short-term debts		—		—		(30,041	)
Net cash provided by/(used in) financing activities		143		(15,967	)	(24,954	)
Effect of exchange rate changes		(1,807	)	(3,341	)	19,498
Net (decrease) increase in cash and cash equivalents		(19,334	)	49,744		(154,448	)
Cash and cash equivalents, beginning of period		422,916		373,172		450,416
Cash and cash equivalents, end of period		403,582		422,916		295,968
Supplemental disclosure of cash flow information:
Income taxes paid		4,853		8,728		1,790
Supplemental disclosure of non-cash investing activity:
Acquisition of subsidiaries:
Value of ordinary share consideration		—		500		—
Accounts payable		73,147		60,501		25,247