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2007'02.01.Thu
Tom Online Inc. Reports 1Q 2006 Revenues up 37.7% YoY
May 10, 2006

Non-GAAP Net Income up 41% YoY as Company Consolidates Wireless Internet Leadership
    BEIJING, May 10 /Xinhua-PRNewswire/ -- TOM Online Inc.
(Nasdaq: TOMO; Hong Kong GEM: 8282) ("TOM Online"
or "the Company"), a leading wireless Internet
company in China, announced today its financial results for
the first quarter ended March 31, 2006 ("1Q06").

    FINANCIAL HIGHLIGHTS

    -- Total revenues were US$ 48.58 million
("mn"), an increase of 37.7% from     
       the same period last year and up 1.0% from last
quarter. This was at 
       the high-end of the Company's 1Q06 guidance range of
US$ 47.7 mn to US$ 
       48.5 mn.

    -- Wireless Internet revenues were US$ 45.49 mn,
representing a 36.0% 
       increase over the same period last year and a 2.0%
increase over the 
       previous quarter.  Wireless Internet revenues made
up 93.6% of the 
       Company's total quarterly revenues.

    -- Online advertising revenues were US$ 2.70 mn,
representing a 70.5% 
       increase over the same period last year, but a
decline of 15.5% quarter 
       on quarter ("QoQ") due to seasonality.

    -- Net Income was US$ 12.14 mn, an increase of 32.5%
from the same period 
       last year but down 4.6% from the last quarter due to
recognition of 
       share-based compensation ("SBC") expenses
and seasonal impacts.

    -- Non-GAAP Net Income, which excludes SBC expenses of
US$ 0.78 mn, was 
       US$ 12.91 mn, representing an increase of 41.0% year
on year ("YoY").

    -- Fully diluted earnings per American Depository Share
("ADS") were US$ 
       22.6 cents per ADS or US$ 0.28 cents per common
share.

    -- Non-GAAP fully diluted earnings per ADS were US$
24.1 cents per ADS or 
       US$ 0.30 cents per common share, after adjusting for
SBC expenses.

    -- Balance of cash, short-term bank deposits and
marketable securities was 
       approximately US$ 139.03 mn at the end of the first
quarter 2006.

    Wang Lei Lei, TOM Online Chief Executive Officer and an
Executive Director, said: "I am very pleased to
announce another quarter of solid financial results for TOM
Online.  While competition in the online and wireless
Internet space is becoming more intense, the overall
operating environment has stabilised at the same time.  As
a fast adopter of new technologies and innovative
distribution channels, TOM Online continues to lead in the
development of China's online and wireless Internet
markets.  The Company's solid financial figures are the
results of its concrete cooperation relationships with
telecoms operators and other partners, and made possible by
our team of committed staff."

    BUSINESS RESULTS:

    The Company's unaudited consolidated revenues for the
three months ended March 31, 2006 were US$ 48.58 mn, an
increase of 37.7% over the same period in 2005 and an
increase of 1.0% QoQ.  This was at the high-end of the
Company's 1Q06 guidance range of US$ 47.7 mn to US$ 48.5
mn.

    Gross profit was US$ 19.96 mn, representing an increase
of 43.7% over the same period last year but a 6.6% decline
QoQ as gross margins declined in the first quarter to 41.1%
from 44.4% in the fourth quarter of 2005.  However, gross
margins increased from the first quarter of 2005, which
were 39.4%.

    Total operating expenses were US$ 9.32 mn in 1Q06,
roughly flat from 4Q05, but an increase of 59.7% over the
same period last year.  In 1Q06, for the first time as per
SFAS 123(R), the Company recognized US$ 0.78 mn in SBC
expenses and exclude this expense in its calculations for
adjusted EBITDA ("Earnings before Interest, Taxes,
Depreciation and Amortization") and non-GAAP net
profit.

    Operating income was US$ 10.65 mn up 32.1% from the
same period last year but down 12.3% from the previous
quarter, due to the first time expensing of SBC. Excluding
SBC expenses, operating income would have been US$11.43 mn.
Operating margins were 21.9% in the first quarter of 2006,
compared to 25.2% in the previous quarter.

    Net interest income was US$ 0.49 mn.  In addition, as
TOM Online's functional currency is RMB, the Company
recorded a non-operating gain of US$ 0.92 mn due to the
appreciation of the RMB relative to its net non-RMB
monetary liabilities at the period end.

    1Q06 EBITDA were US$ 12.92 mn, an increase of 29.4% YoY
but down 9.1% QoQ. EBITDA margins were 26.6% for the first
quarter down from 29.5% in the last quarter.  Excluding SBC
expenses, 1Q adjusted EBITDA was US$ 13.70 mn.

    Net Income was US$ 12.14 mn, an increase of 32.5% YoY
but a decline of 4.6% QoQ, due to lower gross margins and
SBC expenses. 

    Non-GAAP Net Income, which excludes SBC expenses of US$
0.78 mn, was US$ 12.91 mn, representing an increase of 41.0%
YoY.

    US GAAP basic earnings per American Depository Share
were US$ 22.9 cents for the quarter.  US GAAP basic
earnings per Hong Kong ordinary share were US$ 0.29 cents
for the quarter.  Shares used in computing US GAAP basic
earnings per American Depository Share were 53.01 mn and
shares used in computing US GAAP basic earnings per Hong
Kong ordinary share were 4,241 mn.

    Non-GAAP basic earnings per American Depository Share
were US$ 24.4 cents for the quarter.  Non-GAAP basic
earnings per Hong Kong ordinary share were US$ 0.30 cents
for the quarter.  Shares used in computing non-GAAP basic
earnings per American Depository Share were 53.01 mn and
shares used in computing non-GAAP basic earnings per Hong
Kong ordinary share were 4,241 mn.

    US GAAP diluted earnings per American Depository Share
were US$ 22.6 cents for the quarter.  US GAAP diluted
earnings per Hong Kong ordinary share were US$ 0.28 cents
for the quarter.  Shares used in computing US GAAP diluted
earnings per American Depository Share were 53.64 mn and
shares used in computing US GAAP diluted earnings per Hong
Kong ordinary share were 4,291mn.
 
    Non-GAAP diluted earnings per American Depository Share
were US$ 24.1 cents for the quarter.  Non-GAAP diluted
earnings per Hong Kong ordinary share were US$ 0.30 cents
for the quarter.  Shares used in computing non-GAAP diluted
earnings per American Depository Share were 53.64 mn and
shares used in computing non-GAAP diluted earnings per Hong
Kong ordinary share were 4,291 mn. 

    WIRELESS INTERNET SERVICES

    Total wireless Internet service revenues were US$ 45.49
mn for the first quarter of 2006, an increase of 36.0% from
the same period last year and a 2.0% increase QoQ. 
Wireless Internet revenues accounted for 93.6% of the
Company's total revenues in the first quarter compared to
92.7% in 4Q05.

    During the quarter, the Company continued to develop
its leadership in the mainland Chinese wireless Internet
market, prepared for 3G and continued its initiatives to
develop new business opportunities in non-mobile content
areas.

    Key activities in the quarter included:

    1. During the quarter, the Company continued to develop
its alliances with 
       media partners in TV, radio and print, to more
effectively market its 
       wireless services, such as 2.5G services and IVR, as
well as broaden 
       the awareness of its brand with consumers. This
includes activities 
       related to the Company's exclusive wireless Internet
relationship with 
       CCTV-5 for this year's World Cup tournament. The
Company believes that 
       its scale and diversification in wireless
distribution channels is a 
       competitive advantage.

    2. In 1Q06, the Company signed a strategic cooperation
agreement with 
       Titan Sports, the country's top-selling sports
newspaper, to provide 
       joint coverage on this year's FIFA World Cup in
addition to a range of 
       other long-term initiatives, including the launch of
a new sports 
       channel, http://titan.tom.com, and focus on
developing new wireless 
       applications and services around sports content. In
the second quarter, 
       the Company has re-started its offline road shows to
promote its 
       "Wanleba" Internet music brand as the
Company believes that mobile 
       music will continue to be an important driver of
growth for its 
       business in 2006. 

    SMS ("Short Messaging Service") revenues in
1Q06 were US$ 17.44 mn, down 2.0% QoQ but an increase of
38.5% from the same period last year.  SMS revenues made up
38.3% of its total wireless Internet revenues for the
quarter. YoY growth in SMS was driven by a combination of
improved revenue confirmation rates and broader
distribution of products and services.

    MMS ("Multimedia Messaging Service") revenues
for 1Q06 were US$ 4.09 mn, down 7.0% QoQ, but up 113.3% YoY.
 MMS revenues made up 9.0% of the Company's total wireless
Internet revenues in the quarter.  However as discussed
before, the Company continues to believe that MMS is a
transitory product category and does not expect MMS to be a
key business driver to its overall business in coming
years.

    WAP ("Wireless Application Protocol")
revenues for 1Q06 were US$ 7.83 mn, down 2.9% QoQ but up
5.0% YoY.  WAP revenues made up 17.2% of the Company's
total wireless Internet revenues in the quarter.  WAP
revenues declined slightly in 1Q06 from 4Q05 due in part to
seasonal factors, but also due to ongoing operator policy
issues surrounding inactive users, decline in CDMA WAP
usage and ongoing competition for more attractive WAP deck
positioning.

    IVR ("Interactive Voice Response") revenues
in 1Q06 were US$ 12.25 mn, up 12.6% QoQ, and up 46.8% YoY. 
IVR revenues made up 26.9% of TOM Online's total wireless
Internet revenues in the quarter.  Music-related IVR
services related to the Company's TV channel alliances were
its main revenue driver in 1Q as well as IVR coming off a
lower than normal base in 4Q05 due to technical issues
discussed in 4Q05 results. 

    CRBT ("Colour Ringback Tones") revenues in
1Q06 were US$ 2.46 mn, up 6.8% QoQ, but down 8.1% YoY. 
CRBT revenues made up 5.4% of its total wireless Internet
revenues in the quarter.  CRBT business rebounded slightly
during 1Q06, but was still down YoY due to
activities/promotions the Company conducted in conjunction
with mobile operators to continue to spur usage as well as
activities by smaller players seeking to gain market share
by self-promoting their own songs.

    Other wireless Internet revenues were US$ 1.43 mn, up
21.4% QoQ and 219.7% YoY as the Company only began to
consolidate Indiagames revenues in late February 2005. 
However, the major sequential driver for other wireless
Internet revenues was mainland China mobile game revenues
at the TOM Online level.

    ONLINE ADVERTISING

    Online advertising revenues were US$ 2.70 mn in 1Q06,
down 15.5% QoQ but up 70.5% YoY.  On an annual basis the
Company's online advertising business performed well due to
its efforts to better monetize core online channels such as
entertainment, music (including Wanleba) and sports.  To
increase its brand recognition with users and advertisers
with regards to Wanleba, the Company will be staging
another year of mobile music college campus road shows from
April 19 to June 9 and from September to November, covering
roughly 30 universities in 16 cities.

    Jay Chang, Chief Financial Officer and an Executive
Director of TOM Online, commented: "I'm pleased to say
that as a result of our operational excellence and focus on
building a broad network of distributional partnerships,
TOM Online was not only able to produce another quarter of
solid financial results but also further consolidate its
leadership in the wireless Internet space."

    NEW BUSINESS OPPORTUNITIES 

    TOM-SKYPE JV

    At the end of April 2006, the Company had over 12 mn
registered TOM-Skype users, up from over 9 mn registered
users we announced at the end of February 2006.  The
Company continues to drive user growth through tom.com and
through its JV partner's eBay China site.  The Company
continues to work with Skype to co-develop more local
features and services for the mainland China market as well
as premium services over the TOM-Skype platform.  In
addition, the Company is exploring advertising
opportunities through the TOM-Skype clients, which it hopes
to begin monetizing over the next few quarters.

    UMPAY alliance

    In the first half of 2006, the Company has begun
testing for micro-payment services (<RMB 30 per
transaction) based on UMPay's mobile payment platform to
allow users to pay for online goods and services using IVR.
 Moreover, the Company is in the early stages of developing
a pre-paid card top up business, based on UMPay's platform,
with testing to occur in the second quarter of 2006. The
Company continues to work exclusively with UMPay to develop
China's mobile payment market as a longer-term opportunity
for the Company.

    BUSINESS OUTLOOK

    Based on current information and expectations as of May
10th, 2006, the Company estimates total revenues for the
second quarter of 2006 would be between US$50.0 mn and
US$51.5 mn. 

    Starting in the first quarter of 2006, the Company has
begun expensing costs related to employee stock
compensation due to the adoption of the Statement of
Financial Accounting Standard 123R, "Share-Based
Payment." Based on unvested shares as of the end of
March 31, 2006, and excluding any new shares that may be
granted, the Company estimates that the impact to the
second quarter of 2006 would be in the range of US$ 0.7 mn
to US$ 0.9 million.

    Non-GAAP Measures

    To supplement its consolidated financial statements
presented in accordance with the generally accepted
accounting principles in the United States, the Company
uses the non-US GAAP measures, which are adjusted from
results based on US GAAP.  The use of non-US GAAP measures
is provided to enhance the reader's overall understanding
of our current financial performance and our future
prospects.  Specifically, the Company believes that the
non-US GAAP results provide useful information to both
management and investors by excluding certain items that
are not expected to result in future cash payments or may
not be indicative of our core operating results.  In
addition, because the Company has historically reported
certain non-US GAAP results, the Company believes the
inclusion of non-US GAAP measures provides consistency in
our financial reporting.  Non-US GAAP measures should be
considered in addition to results prepared in accordance
with the US GAAP, but should not be considered a substitute
for or superior to our US GAAP results. 

    Forward Looking Statements

    This announcement contains statements that may be
viewed as "forward-looking statements" within the
meaning of Section 27A of the United States Securities Act
of 1933, as amended, and Section 21E of the United States
Securities Exchange Act of 1934, as amended.  Such
forward-looking statements are, by their nature, subject to
significant risks and uncertainties that may cause the
actual performance, financial condition or results of
operations of the Company to be materially different from
any future performance, financial condition or results of
operations implied by such forward-looking statements. Such
forward-looking statements include, without limitation,
statements that are not historical fact relating to the
financial performance and business operations of the
Company in mainland China and in other markets, the
continued growth of the telecommunications industry in
China and in other markets, the development of the
regulatory environment and the Company's latest product
offerings, and the Company's ability to successfully
execute its business strategies and plans.

    Such forward-looking statements reflect the current
views of the Company with respect to future events and are
not a guarantee of future performance. Actual results may
differ materially from information contained in the
forward-looking statements as a result of a number of
factors, including, without limitation, any changes in our
relationships with telecommunication operators in China and
elsewhere, the effect of competition on the demand for the
price of our services, changes in customer demand and usage
preference for our products and services, changes in the
regulatory policies by relevant government authorities, any
changes in telecommunications and related technology and
applications based on such technology, and changes in
political, economic, legal and social conditions in China,
India and other countries where the Company conducts
business operations, including, without limitation, the
Chinese government's policies with respect to economic
growth, foreign exchange, foreign investment and entry by
foreign companies into China's telecommunications market. 
Please also see "Item 3 - Key Information - Risk
Factors" section of the Company's 2005 annual report
on Form 20-F as filed with the United States Securities and
Exchange Commission.

    Conference Call

    TOM Online's management will hold an investor
conference call at 8.00 PM Hong Kong time (8.00 AM EDT) on
May 10, 2006 to present an overview of the Company's first
quarter financial performance and business operations
during the period.

    The dial-in numbers for the calls are:

    Australia: 1-800-750-079; China A (China Netcom
subscribers): 10800-852-0823; China B (China Telecom
subscribers): 10800-152-0823; Hong Kong: 2258-4002; India:
000-800-852-1133; Singapore: 800-852-3412; United Kingdom:
0800-096-7428; USA: 877-542-7993.

    Password: TOM Online.

    The conference calls will be accompanied by a slide
presentation at http://ir.tom.com.  An audio replay of the
call can be accessed by dialing +852-2802-5151; password:
735220.  The audio replay will be kept for seven days.

    About TOM Online Inc.

    TOM Online Inc. (Nasdaq: TOMO; HK GEM stock code: 8282)
is a leading wireless Internet company in China providing
value-added multimedia products and services.  A premier
online brand in China targeting the young and trendy
demographic, the Company's primary business activities
include wireless Internet services and online advertising. 
The Company offers an array of products such as SMS, MMS,
WAP, wireless interactive voice response services, content
channels, search and classified information, free and
fee-based advanced email and online games.  As at March 31,
2006, TOM Online is the only portal in China that enjoyed a
top three ranking in every wireless Internet services
segment.


    CONSOLIDATED BALANCE SHEETS
                                                    Audited
  Unaudited 
                                                   December
    March 
                                                   31, 2005
   31, 2006 
                                                  (in
thousands of U.S. 
                                                         
dollars)       
    Assets                                                 
             
    Current Assets:                                        
             
    Cash and cash equivalents                        99,869
    98,289 
    Short-term bank deposits                          1,863
     2,621 
    Accounts receivable, net                         33,950
    35,535 
    Restricted cash                                     300
       300 
    Prepayments                                       6,053
     5,677 
    Deposits and other receivables                    2,503
     3,028 
    Due from related parties                            189
       193 
    Inventories                                          53
        62 
                                                           
             
    Total current assets                            144,780
   145,705 
                                                           
             
    Available-for-sale securities                    38,519
    38,122 
    Restricted securities                            59,122
    58,518 
    Investment under cost method                      1,494
     1,504 
    Long-term prepayments and deposits                  132
       134 
    Property and equipment, net                      15,346
    15,479 
    Deferred tax assets                                 521
       524 
    Goodwill, net                                   184,678
   192,231 
    Intangibles, net                                  1,415
     1,841 
                                                           
             
    Total assets                                    446,007
   454,058 
                                                           
             
    Liabilities and shareholders' equity                   
             
    Current liabilities:                                   
             
    Accounts payable                                  5,031
     5,605 
    Other payables and accruals                      16,002
    17,346 
    Income tax payable                                  569
       328 
    Deferred revenues                                    69
        82 
    Consideration payables                           16,615
       124 
    Due to related parties                           19,430
    19,628 
                                                           
             
    Total current liabilities                        57,716
    43,113 
                                                           
             
    Non-current liabilities:                               
             
    Secured bank loan                                56,099
    55,753 
    Deferred tax liabilities                            182
       183 
                                                           
             
    Total liabilities                               113,997
    99,049 
    Minority interests                                2,900
     3,360 
                                                           
             
                                                    116,897
   102,409 
    Shareholders' equity:                                  
             
    Share capital                                          
             
     (ordinary share, US$0.001282 par value,               
             
     10,000,000,000 shares authorized, 
     4,224,532,105 and 4,247,131,716 shares 
     issued and outstanding as at December 
     31, 2005 and March 31, 2006 respectively)        5,416
     5,445 
    Paid-in capital                                 312,643
   317,738 
    Statutory reserves                               11,396
    11,396 
    Accumulated other comprehensive                        
             
     (losses)/incomes                               
(3,187)     2,093 
    Retained earnings                                 2,842
    14,977 
    Total shareholders' equity                      329,110
   351,649 
                                                           
             
    Total liabilities, minority interests and              
             
     shareholders' equity                           446,007
   454,058 


    UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                               Three months
ended March 31,  
                                                   2005    
        2006 
                                              (in thousands
of U.S. dollars,
                                                  except
for of shares 
                                                   and per
share data)                       
     Revenues:                                             
                 
     Wireless Internet services                  33,440    
      45,493 
     Advertising                                  1,585    
       2,702 
     Commercial enterprise solutions and                   
             
      Others                                        256    
         384 
     Total revenues                              35,281    
      48,579 
     Cost of revenues:                                     
             
    Cost of services (includes                             
             
     share-based compensation cost under 
     SFAS 123(R) of 0 and 24 in thousands 
     of U.S. dollars, respectively)             (21,387)   
     (28,615)
     Total cost of revenues                     (21,387)   
     (28,615)
     Gross profit                                13,894    
      19,964 
     Operating expenses:                                   
             
       Selling and marketing expenses                      
             
        (includes share-based compensation 
        cost under SFAS 123(R) of 0 and 1 
        in thousands of U.S. dollars,                      

        respectively)                            (1,177)   
      (1,451)
       General and administrative                          
             
        expenses (includes share-based 
        compensation cost under SFAS 123(R) 
        of 0 and 745 in thousands of U.S.                  
                                
        dollars, respectively)                   (4,054)   
      (7,230)
       Product development expenses                        
             
        (includes share-based compensation 
        cost under SFAS 123(R) of 0 and 8 
        in thousands of U.S. dollars,                      
                                
        respectively)                              (258)   
        (454)
       Amortization of intangibles                 (346)   
        (181)
     Total operating expenses                    (5,835)   
      (9,316)
     Income from operations                       8,059    
      10,648 
     Other income:                                         
             
        Net interest income                       1,119    
         488 
        Exchange gain                                --    
         918 
     Income before tax                            9,178    
      12,054 
     Income tax (expenses)/ credit                  (20)   
          60 
     Income after tax                             9,158    
      12,114 
     Minority interests                               3    
          21 
     Net income attributable to                            
             
      shareholders                                9,161    
      12,135 
                                                           
             
     Earnings per ordinary share - basic                   
             
      (cents):                                     0.24    
        0.29 
     Earnings per ordinary share -                         
             
      diluted (cents):                             0.22    
        0.28 
                                                           
             
     Earnings per ADS - basic (cents):             18.8    
        22.9 
     Earnings per ADS - diluted (cents):           17.4    
        22.6 
                                                           
             
    Weighted average number of shares 
     used in computing Earnings Per Share:                 
                      
    Ordinary shares, basic                3,896,200,000   
4,240,608,912 
    Ordinary shares, diluted              4,200,355,503   
4,291,046,914 
    American Depositary Shares, basic        48,702,500    
  53,007,611 
    American Depositary Shares, diluted      52,504,444    
  53,638,086 


    UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY
                                                           
          
                                                      Share
 Paid-in Statutory
                                           Number   
Capital Capital  Reserves
                                          of Shares

                                         (in thousands of
U.S. dollars except  
                                                 for number
of shares)
    
    Balance as of January 1, 2005       3,896,200,000 
4,995  260,867   9,452
    Unrealized loss on securities                  --    
--       --      --
    Net income                                     --    
--       --      --
    Balance as of March 31, 2005        3,896,200,000 
4,995  260,867   9,452
    
    Balance as of January 1, 2006       4,224,532,105 
5,416  312,643  11,396
    Issuance of shares on exercise of  
     employee share options                22,599,611    
29    4,317
    Share based compensation                               
      778
    Unrealized loss on securities
    Currency translation adjustments
    Net income
    
    Balance as of March 31, 2006        4,247,131,716 
5,445  317,738  11,396


                                                           
            
                                        Accumulated 
(Accumulated    Total     
                                           other      
holders'     share-                               
                                       comprehensive  
deficit)/    holders
                                     (losses)/incomes 
Retained     equity    
                                                      
earnings

                                          (in thousands of
U.S. dollars except  
                                                 for number
of shares)
    
    Balance as of January 1, 2005           (670)     
(40,220)     234,424
    Unrealized loss on securities         (2,314)          
--       (2,314)
    Net income                                --        
9,161        9,161
    Balance as of March 31, 2005          (2,984)     
(31,059)     241,271
    
    Balance as of January 1, 2006         (3,187)       
2,842      329,110
    Issuance of shares on exercise of    
     employee share options                                
          4,346
    Share based compensation                               
            778
    Unrealized loss on securities           (907)          
           (907)
    Currency translation adjustments       6,187           
          6,187
    Net income                                         
12,135       12,135
    
    Balance as of March 31, 2006           2,093       
14,977      351,649


    UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          
Three months ended 
                                                           
    March 31,      
                                                           
2005        2006 
                                                           
(in thousands of  
                                                           
  U.S. dollars)    
    Cash flow from operating activities:                   
                 
      Net income                                          
9,161      12,135 
    Adjustments to reconcile net income to net cash        
             
     provided by operating activities:                     
             
      Amortization of intangibles                          
 346         181 
      Amortization of premium on debt securities           
 109          94 
      Allowance for doubtful accounts                      
 241         159 
      Depreciation                                        
1,578       2,092 
    Exchange gain                                          
  --        (918)
    Loss on disposal of property and equipment             
  81           2 
      Share based compensation                             
  --         778 
      Minority interests                                   
  (3)        (21)
                                                           
             
    Change in assets and liabilities, net of effects       
             
     from acquisitions:                                    
             
      Accounts receivable                                
(2,112)     (1,480)
      Prepayments                                          
 190         456 
      Deposits and other receivables                       
(267)       (493)
      Due from related parties                             
  --          (4)
      Inventories                                          
  31          (9)
      Accounts payable                                     
 592         172 
      Other payables and accruals                         
1,274       1,196 
      Income tax payable                                   
   4        (246)
      Deferred revenues                                    
 (25)         12 
      Due to related parties                               
 487         199 
     Net cash provided by operating activities           
11,687      14,305 
                                                           
             
    Cash flow from investing activities:                   
             
      Payments for purchase of property and equipment    
(2,447)     (1,740)
    Cash paid for short-term bank deposits                 
  --        (736)
      Payments for acquisitions                         
(13,707)    (17,952)
      Net cash used in investing activities             
(16,154)    (20,428)
                                                           
             
    Cash flow from financing activities:                   
             
    Issuance of ordinary shares from the exercise of       
             
     shares options,                                       
           4,346 
    net of expenses                                        
  --         
      Payments for IPO shares issuing expenses             
(803)         -- 
    Partial repayment of bank loan                         
  --        (347)
      Net cash (used in) /provided by financing            
             
       activities                                          
(803)      3,999 
                                                           
             
                                                           
             
    Net decrease  in cash and cash equivalents           
(5,270)     (2,124)
    Cash and cash equivalents, beginning of period       
79,320      99,869 
     Foreign currency translation                          
             544 
    Cash and cash equivalents, end of period             
74,050      98,289 
                                                           
             
    Supplemental disclosures of cash flow information      
             
    Cash (paid)/received during the period:                
             
      Cash paid for income taxes                           
 (17)       (186)
      Interest received from bank deposit and securities   
 800       1,049 
                                                           
             
                                                           
             
    RECONCILIATION FROM US GAAP INCOME FROM OPERATION TO
NON-GAAP MEASURES

                                               Three months
ended March 31,                 
                                                    2005   
     2006 
                                              (in thousands
of U.S. dollars)

               Income from operations              8,059   
   10,648 

    Add back:  Depreciation                        1,578   
    2,092 
               Amortization                          346   
      181 
    EBITDA                                         9,983   
   12,921 
    Add back:  Share-based compensation cost          --   
      778 
    Adjusted EBITDA                                9,983   
   13,699 

                                                Three
months ended March 31,                 
                                                      2005 
       2006 
                                                (in
thousands of U.S. dollars)

       Net income attributable to shareholders       9,161 
     12,135 

    Add back: Share-based compensation cost             -- 
        778 
    Non-GAAP Net income                              9,161 
     12,913 


    For more information, please contact:

     Rico Ngai
     Tom Online Inc.
     Tel:    +86-10-6528-3399 x6940
     Mobile: +86-139-118-95354
     Skype:  ricoinrio

SOURCE  TOM Online Inc.
PR
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