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2007'04.28.Sat
TOM Online Reports 1Q 2007 Results
April 27, 2007



    BEIJING, April 27 /Xinhua-PRNewswire/ -- TOM Online
Inc., (Nasdaq: TOMO; Hong Kong GEM: 8282) (the
"Company" or "TOM Online") a leading
wireless Internet company in China, announced today the
results of the Company and its controlled operating
entities including subsidiaries and variable interest
entities (collectively referred to as the
"Group") for the first quarter ended March 31,
2007.

    Financial Highlights

    For the first quarter of 2007:

    -- Total revenues were US$35.14 million
("mn"), a decrease of 26.0% from 
       the same period last year but an increase of 4.5%
from last quarter. 

    -- Wireless Internet service revenues were US$31.82 mn,
representing a 
       28.4% decrease from the same period last year but a
7.5% increase from 
       the previous quarter.  Wireless Internet service
revenues made up 90.6% 
       of our total quarterly revenues.

    -- Online advertising revenues were US$2.66 mn,
representing a 1.7% 
       decrease from the same period last year and a 15.8%
decrease from the 
       previous quarter.  Online advertising revenues made
up 7.6% of our 
       total quarterly revenues.

    -- Net income for 1Q07 was US$0.15 mn compared to net
income of US$12.14 
       mn in 1Q06 and net loss of US$0.51 mn in 4Q06.  1Q07
net income 
       included our share of losses from our TOM EachNet
Joint Venture ("JV") 
       of US$2.92 mn.

    -- Fully diluted earnings per American Depository Share
("ADS") were 
       US$0.3 cents or US$0.003 cents per common share.

    -- Our balance of cash and cash equivalents and
short-term bank deposits 
       was approximately US$144.10 mn at the end of the
first quarter of 2007.

    First Quarter 2007 - Financial Performance Review

    The Company's unaudited consolidated revenues for the
three months ended March 31, 2007 were US$35.14 mn, a
decrease of 26.0% compared to the same period year on year
("YoY") but an increase of 4.5% quarter on
quarter ("QoQ").

    Wireless Internet service revenues were US$31.82 mn,
representing a 28.4% decrease from the same period last
year but a 7.5% increase from the previous quarter. 
Wireless Internet service revenues made up 90.6% of total
quarterly revenues compared to 88.0% in 4Q06.

    Online advertising revenues were US$2.66 mn,
representing a 15.8% decrease QoQ and 1.7% decrease YoY. 
Online advertising revenues made up 7.6% of our total
quarterly revenues compared to 9.4% in 4Q06.

    Other revenues were US$0.66 mn in 1Q07 compared to
US$0.86 mn in 4Q06 and US$0.38 mn in 1Q06.  Other revenues
made up 1.8% of total revenues in 1Q07.  Other revenues
consist of revenues from online games, paid email and
others.

    Gross profit was US$8.58 mn representing a decrease of
56.4% compared to the same period last year and a 24.6%
decline QoQ.  Gross margins declined to 24.4% in 1Q07
compared to 33.8% in the 4Q06 and 41.4% in the 1Q06.  The
sequential decline in gross margins was due to a number of
factors including (a) although IVR revenues benefited from
significantly increased capacity on China Mobile's
centralized IVR platform, IVR revenue share by China Mobile
increased from 15% to 30% (b) WVAS content and distribution
costs increased sequentially due to competition for those
resources (c) higher gross margin WAP revenues declined in
contribution to 20.4% of total wireless Internet service
revenues in 1Q07 from 24.7% in 4Q06 and (d) due to the
Chinese New Year period, online advertising revenues
declined relative to the fixed costs of running our portal,
thereby reducing margins in our online advertising business.
 Total cost of revenues were US$26.56 mn in 1Q07 compared to
US$22.24 mn in 4Q06 and US$27.84 mn in 1Q06.

    Total operating expenses were US$5.84 mn in 1Q07
compared to US$8.30 mn in 4Q06 and US$8.79 mn in 1Q06.  The
sequential decline in operating expenses was mainly due to
reduced sales and marketing activities in 1Q07 compared to
4Q06, a US$0.41mn one-time refund of prior year's marketing
expenses from a mobile operator partner and the reversal of
US$0.58 mn previously accrued marketing expenses as it was
confirmed that the accrual would not be required to be
paid. Sales and marketing expenses in 1Q07 were US$0.56 mn
compared to US$2.23 mn in 4Q06.

    Operating profit was US$2.74 mn, down 74.8% from the
same period last year and a decrease of 10.9% from the
previous quarter.  Operating margins were 7.8% in 1Q07
compared to 9.2% in 4Q06 and 22.9% in 1Q06.

    1Q07 EBITDA ("Earnings before Interest, Taxes,
Depreciation and Amortization") were US$4.74 mn, a
decrease of 63.3% YoY and a 13.7% decline QoQ. EBITDA
margins were 13.3% for the quarter compared to 15.8% in
4Q06 and 26.6% in 1Q06.  

    Beginning on February 1, 2007, we recognized our share
of losses from the TOM EachNet JV based on the equity
method of accounting.  For the two months ended March 31,
2007, our 51% share of losses from the TOM EachNet JV were
US$2.92 mn and has been included in share of loss on equity
investment in a joint venture in the unaudited consolidated
statements of operations. 

    Net income was US$0.15 mn compared to net loss of
US$0.51 mn in 4Q06 and net income of US$12.14 mn in 1Q06.
1Q07 net income included US$0.38 mn in losses from
discontinued operations offset by exchange gain of US$0.59
mn due to the effect of the appreciation of RMB upon the
translation of our net non-RMB liabilities at the period
end as our functional currency is RMB.

    US GAAP basic earnings per ADS were US$0.3 cents for
the quarter. US GAAP basic earnings per Hong Kong ordinary
share were US$0.003 cents for the quarter. Shares used in
computing US GAAP basic earnings per ADS were 53.25 mn and
shares used in computing US GAAP basic earnings per Hong
Kong ordinary share were 4,259.65 mn.

    US GAAP diluted earnings per ADS were US$0.3 cents for
the quarter.  US GAAP diluted earnings per Hong Kong
ordinary share were US$0.003 cents for the quarter.  Shares
used in computing US GAAP diluted earnings per ADS were
53.26 mn shares and shares used in computing US GAAP
diluted earnings per Hong Kong ordinary share were 4,260.42
mn. 

    Our balance of cash and cash equivalents and short-term
bank deposits was approximately US$144.10 mn at the end of
1Q07. 

    Business Review

    Wireless Internet Services

    Total wireless Internet service revenues were US$31.82
mn for 1Q07, an increase of 7.5% QoQ but a decrease of
28.4% YoY.  Wireless Internet service revenues accounted
for 90.6% of our total revenues in 1Q07 compared to 88.0%
in 4Q06.

    2G Services - SMS

    SMS ("Short Messaging Service") revenues in
1Q07 were US$8.70 mn, down 7.8% QoQ and a 50.1% decline
YoY.  SMS revenues made up 27.3% of our total wireless
Internet service revenues for the quarter.  The primary
factors for the continued QoQ decline in our SMS business
were ongoing implementation of operator policies and a
further reduction in contribution from Infomax's SMS
business due to a QoQ decline in interactive programming
opportunities.

    2.5G services

    MMS ("Multimedia Messaging Service") revenues
for 1Q07 were US$3.20 mn, up 34.3% QoQ but down 21.8% YoY. 
MMS revenues made up 10.1% of our total wireless Internet
service revenues in the quarter.  Although our MMS business
benefited from marketing activities related to the Chinese
New Year period, as discussed in our previous
quarterly/annual reports, we continue to believe that MMS
is a transitory product category and do not expect MMS to
be a key business driver to our overall business in coming
years.

    WAP ("Wireless Application Protocol")
revenues for 1Q07 were US$6.48 mn, representing a 11.4%
decrease QoQ and 17.2% decrease YoY.  WAP revenues made up
20.4% of our total wireless Internet service revenues in
the quarter.  While our WAP portal partnership with China
Mobile continues to perform well, our WAP revenues declined
in 1Q07 as many of the services we provide on China Mobile's
Monternet portal are currently offered free of charge and
WAP revenues from Infomax declined due to a QoQ reduction
in interactive programming opportunities.

    Voice services

    IVR ("Interactive Voice Response") revenues
in 1Q07 were US$9.80 mn, up 23.7% QoQ but down 20.0% YoY. 
IVR revenues made up 30.8% of our total wireless Internet
service revenues in the quarter.  As of January 2007, our
IVR operations were transitioned to China Mobile's
centralized IVR platform which resulted in a significant
increase in capacity for our IVR business allowing us to
take better advantage of peak hour end-user demand for our
services compared to previous periods.

    CRBT ("Colour Ringback Tones") revenues in
1Q07 were US$3.35 mn, up 45.6% QoQ and up 36.2% YoY. CRBT
revenues made up 10.5% of our total wireless Internet
service revenues in the quarter.  Our CRBT business
continued to increase QoQ due to Chinese New Year related
and other event driven promotional activities with mobile
operator partners.  While CRBT revenues increased YoY due
to our expanding relationship with China Mobile's
centralized music platform and continued declines in the
average unit price of CRBT, stimulating end-user demand. 

    Other Wireless Internet Services

    Other wireless Internet service revenues were US$0.29
mn, representing a 24.4% increase QoQ.  Other wireless
Internet service revenues made up 0.9% of our total
wireless Internet service revenues and consist primarily of
revenues from Java-based mobile game download services.

    Historically, we included revenues from our Indiagames
subsidiary as part of other wireless Internet service
revenues.  However, due to the re-classification of
Indiagames as "held-for-sale" at the end of 2006,
the associated (losses)/income of Indiagames have been
separately reported as (losses)/income from discontinued
operations below our (losses)/income from continuing
operations.

    Online Advertising and Portal

    Online advertising revenues were US$2.66 mn in 1Q07,
representing a decrease of 15.8% QoQ and decrease of 1.7%
YoY.  Whilst our portal remains an important business area
for the Company, we continue to face competitive pressures
for share of advertiser budgets allocated towards our
target audience, the young and trendy demographic.  In 1Q07
this was compounded by a traditional slowdown in the online
advertising market due to the Chinese New Year period.

    New Business Opportunities 

    TOM-SKYPE JV and TOM EachNet JV

    At the end of March 2007, we had over 35.5 mn
registered TOM-Skype users up from over 31.5 mn at the end
of January 2007. 

    Beginning on February 1, 2007, we recognized our share
of losses from the TOM EachNet JV based on the equity
method of accounting.  For the two months ended March 31,
2007, our 51% share of losses from the TOM EachNet JV were
US$2.92 mn and has been included in share of loss on equity
investment in a joint venture in the unaudited consolidated
statements of operations .

    Proposed conditional possible privatisation of TOM
Online

    On March 9, 2007, the respective directors of the
Company and TOM Group Limited ("TOM") jointly
announced that on March 3, 2007, a letter was sent by TOM
to inform the Company that TOM was considering making a
proposal to take the Company private by way of a scheme of
arrangement ("Proposal") under Section 86 of the
Cayman Islands Companies Law.  On March 9, 2007, TOM
requested the board of directors of TOM Online to put
forward the Proposal to TOM Online's shareholders.  On
April 25, 2007, TOM announced that the Proposal and the
transactions contemplated thereunder were approved at its
extraordinary general meeting held on April 25, 2007.  If
the Proposal is made, a scheme document (the "Scheme
Document") in relation to the Proposal and the related
offers to optionholders will be sent by the Company and TOM
to, among others, shareholders and optionholders of the
Company.  As stated in the joint announcement of the
Company and TOM dated March 30, 2007, the time limit for
the despatch of the Scheme Document has been extended to
May 7, 2007.  A joint announcement will be made by the
Company and TOM in relation to the despatch of the Scheme
Document. For further details of the Proposal, please see
the joint announcement of the Company and TOM dated March
9, 2007, the announcement of the Company dated March 28,
2007, the joint announcement of the Company and TOM dated
March 30, 2007 and the announcement of TOM dated April 11,
2007, which were posted on the website of the Growth
Enterprise Market of the Stock Exchange of Hong Kong on
March 12, 2007, March 28, 2007, April 2, 2007 and April 13,
2007, respectively, and filed with the U.S. Securities and
Exchange Commission under Form 6K on March 12, 2007, March
29, 2007, March 30, 2007 and April 12, 2007, respectively.


    About TOM Online Inc.

    TOM Online Inc. (Nasdaq: TOMO, Hong Kong GEM: 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
demographics, the Company's primary business activities
include wireless value-added services and online
advertising.  The company offers an array of services such
as SMS, MMS, WAP, wireless IVR (interactive voice response)
services, content channels, search and classified
information, and free and fee-based advanced email.  As at
March 31, 2007, TOM Online is the only portal in China that
enjoyed a top three ranking in every wireless Internet
segment.

    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 annual report on
Form 20-F for the year ended December 31, 2005 as filed
with the United States Securities and Exchange Commission.

    Non-GAAP financial measure

    To supplement the financial measures prepared in
accordance with US GAAP, the Company uses Non-GAAP
financial measure of EBITDA ("Earnings before
Interest, Taxes, Depreciation and Amortization") which
is adjusted from results based on US GAAP in analyzing its
financial results.  The use of Non-GAAP measure is provided
to enhance the reader's overall understanding of the
Company's current financial performance and its prospects
for the future. Specifically, the Company believes the
Non-GAAP results provide useful information to both
management and investors by excluding certain items that
are not expected to result in future cash payments. 

    In calculating the EBITDA, depreciation and
amortization expenses have been excluded from the Total
Operating Profit.  Although the Company has historically
reported US GAAP results to investors, the Company believes
the inclusion of Non-GAAP financial measure provides further
information in its financial reporting.  The Non-GAAP
financial measure may be different from Non-GAAP financial
measure used by other companies, and should be considered
in addition to results prepared in accordance with US GAAP,
but should not be considered a substitute for or superior to
US GAAP measure. 



CONSOLIDATED BALANCE SHEETS

                                                    
Audited       Unaudited 
                                                   December
31,     March 31, 
                                                       2006
          2007 
                                                (in
thousands of U.S. dollars)          
    Assets                                                 
             
    Current Assets:                                        
             
    Cash and cash equivalents                       
110,993         118,236 
    Short-term bank deposits                         
25,613          25,860 
    Accounts receivable, net                         
23,473          22,148 
    Restricted cash                                     
300             300 
    Prepayments                                       
4,754           4,138 
    Deposits and other receivables                    
2,616           3,552 
    Due from related parties                            
170             613 
    Inventories                                          
65              68 
    Assets held for sale                             
12,192          12,118 
                                                           
             
    Total current assets                            
180,176         187,033 
                                                           
             
    Restricted securities                            
97,729          98,213 
    Investment under cost method                      
1,588           1,603 
    Long-term prepayments and deposits                  
333             336 
    Property and equipment, net                      
15,360          13,759 
    Deferred tax assets                                 
673             680 
    Goodwill, net                                   
214,791         216,859 
    Intangibles, net                                  
2,949           2,612 
                                                           
             
    Total assets                                    
513,599         521,095 



CONSOLIDATED BALANCE SHEETS (continued)

                                                    
Audited       Unaudited 
                                                   December
31,      March 31, 
                                                       2006
           2007 
                                                (in
thousands of U.S. dollars)
    Liabilities and shareholders' equity                   
             
    Current liabilities:                                   
             
    Accounts payable                                  
9,365           7,602 
    Other payables and accruals                      
14,679          16,275 
    Income tax payable                                  
432             679 
    Deferred revenues                                   
328             584 
    Consideration payable                            
12,037          12,153 
    Short-term bank loan                             
35,340          35,340 
    Due to related parties                              
204             282 
    Equity investment in a joint venture                 
--           2,670 
    Liabilities held for sale                         
1,131           1,317 
                                                           
             
    Total current liabilities                        
73,516          76,902 
                                                           
             
    Non-current liabilities:                               
             
    Secured bank loan                                
55,271          55,271 
    Liabilities for unrecognized tax benefits            
--           1,386 
    Deferred tax liabilities                            
152             153 
                                                           
             
    Total liabilities                               
128,939         133,712 
                                                           
             
    Minority interests                                  
878             864 
    Minority interests of a subsidiary held for            
             
     sale                                             
2,324           2,150 
                                                           
             
                                                    
132,141         136,726 
    Shareholders' equity:                                  
             
    Share capital                                          
             
    (ordinary share, US$0.001282 par value,                
             
     10,000,000,000 shares authorized, 
     4,259,654,528 and 4,259,654,528                       
  
     shares issued and outstanding as at 
     December 31, 2006 and March 31, 2007                  
                                   
     respectively)                                    
5,461           5,461 
    Paid-in capital                                 
322,459         323,068 
    Statutory reserves                               
11,535          11,535 
    Accumulated other comprehensive income           
10,645          14,175 
    Retained earnings                                
31,358          30,130 
                                                           
             
    Total shareholders' equity                      
381,458         384,369 
                                                           
             
    Total liabilities, minority interests and              
             
     shareholders' equity                           
513,599         521,095 



UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Three
months ended March 31,            
                                                       
2006          2007
                                                    
(Restated)**          
                                                 (in
thousands of U.S. dollars, 
                                                   except
for number of shares  
                                                        
and per share data)        
                                                           
                 
    Revenues:                                              
             
    Wireless Internet services                         
44,413        31,818 
    Online advertising                                  
2,702         2,657 
    Others                                                
384           663 
                                                           
             
    Total revenues                                     
47,499        35,138 
                                                           
             
    Cost of revenues:                                      
             
    Cost of services*                                 
(27,840)      (26,558)
                                                           
             
    Total cost of revenues                            
(27,840)      (26,558)
                                                           
             
    Gross profit                                       
19,659         8,580 
                                                           
             
    Operating expenses:                                    
             
    Selling and marketing expenses*                    
(1,214)         (555)
    General and administrative expenses*               
(7,009)       (4,659)
    Product development expenses*                        
(454)         (260)
    Amortization of intangibles                          
(113)         (364)
                                                           
             
    Total operating expenses                           
(8,790)       (5,838)
                                                           
             
    Operating profit                                   
10,869         2,742 
                                                           
             
    Other income/(loss):                                   
             
    Net interest income                                   
443           399 
    Exchange gain                                         
918           586 
    Share of loss on equity investment in a joint          
             
     venture                                               
--        (2,923)
                                                           
             
    Income from continuing operations before tax       
12,230           804 
    Income tax expenses                                    
(6)         (302)
                                                           
             
    Income from continuing operations after tax        
12,224           502 
    Minority interests                                     
 6            23 
                                                           
             
    Income from continuing operations                  
12,230           525 
    Loss from discontinued operations, net of              
             
     income tax                                           
(95)         (380)
                                                           
             
    Net income attributable to shareholders            
12,135           145 
                                                   

                      
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(continued)

                                                  Three
months ended March 31,            
                                                       
2006          2007
                                                    
(Restated)**          
                                                 (in
thousands of U.S. dollars, 
                                                   except
for number of shares  
                                                        
and per share data)        
                                                           
             
    Earnings/(Losses) per ordinary share - basic           
             
     (cents):                                              
             
    Continuing operations                               
0.290         0.012 
    Discontinued operations                                
--        (0.009)
    Total earnings per ordinary share - basic           
0.290         0.003 
                                                           
             
    Earnings/(Losses) per ordinary share - diluted         
             
     (cents):                                              
             
    Continuing operations                               
0.280         0.012 
    Discontinued operations                                
--        (0.009)
    Total earnings per ordinary share - diluted         
0.280         0.003 
                                                           
             
    Earnings/(Losses) per American Depositary              
             
     Share - basic (cents):                                
                   
    Continuing operations                                
23.1           1.0 
    Discontinued operations                              
(0.2)         (0.7)
    Total earnings per American Depositary Share -         
             
     basic                                               
22.9           0.3 
                                                           
             
    Earnings/(Losses) per American Depositary              
             
     Share - diluted (cents):                              
                   
    Continuing operations                                
22.8           1.0 
    Discontinued operations                              
(0.2)         (0.7)
    Total earnings per American Depositary Share -         
             
     diluted                                             
22.6           0.3 
                                                           
             
    Weighted average number of shares                      
             
     used in computing Earnings/(Losses) 
     Per Share:                       
    Ordinary share - basic                      
4,240,608,912 4,259,654,528 
    Ordinary share - diluted                    
4,291,046,914 4,260,424,095 
    American Depositary Share - basic              
53,007,611    53,245,682 
    American Depositary Share - diluted            
53,638,086    53,255,301 
                                                           
             
                                                           
             
                                                           
             
    *  Included share-based compensation                   
             
       expense under SFAS 123R                             
                
         Cost of services                                  
24            19 
         Selling and marketing expenses                    
 1             1 
         General and administrative expenses              
745           411 
         Product development expenses                      
 8             7 

     **Figures in 2006 were restated as the results of
Indiagames were 
       separately presented under "Discontinued
Operations".



UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                           
     
                                       Number of    Share  
Paid-in  Statutory
                                         shares    capital 
capital  reserves
                                        (in thousands of
U.S. dollars except  
                                                for number
of shares)
    
    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 for the period                   --     --  
     --        --
    
    Balance as of March 31, 2006     4,247,131,716  5,445  
317,738    11,396
    
    
    Balance as of January 1, 2007    4,259,654,528  5,461  
322,459    11,535
    
    Effect of adoption of FIN 48                --     --  
     --        --
    Balance as of January 1, 2007, 
     as restated                     4,259,654,528  5,461  
322,459    11,535
    Share-based compensation                    --     --  
    609        --
    Unrealized gain on securities               --     --  
     --        --
    Currency translation adjustments            --     --  
     --        --
    Net income for the period                   --     --  
     --        --
    
    Balance as of March 31, 2007     4,259,654,528  5,461  
323,068    11,535
    


UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                          Accumulated other   Retained     
 Total
                           comprehensive      earnings   
shareholders'
                          (losses)/income                  
 equity
    
    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 for the period            --          12,135
       12,135
    
    Balance as of March 31, 2006      2,093          14,977
      351,649
    
    Balance as of January 1, 2007    10,645          31,358
      381,458
    Effect of adoption of FIN 48         --         
(1,373)       (1,373)
    Balance as of January 1, 2007, 
     as restated                     10,645          29,985
      380,085
    Share-based compensation             --              --
          609
    Unrealized gain on securities       580              --
          580
    Currency translation adjustments  2,950              --
        2,950
    Net income for the period            --             145
          145
    
    Balance as of March 31, 2007     14,175          30,130
      384,369



UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         
Three months ended 
                                                           
    March 31,      
                                                           
 2006       2007 
                                                          
(in thousands of  
                                                           
 U.S. dollars)    
    Cash flow from operating activities:                   
                 
      Net income                                          
12,135        145 
    Adjustments to reconcile net income to net cash        
             
     provided by operating activities:                     
             
    Amortization of intangibles                            
  181        364 
    Amortization of premium on debt securities             
   94         97 
    Allowance for doubtful accounts                        
  159        155 
    Depreciation                                           
2,092      2,286 
    Deferred income tax                                    
   --         16 
    Minority interests                                     
  (21)      (250)
    Exchange gain, net                                     
 (918)      (550)
    Loss on disposal of property and equipment             
    2         -- 
    Share-based compensation expense                       
  778        438 
    Share of loss on equity investment in a joint venture  
   --      2,923 
                                                           
             
    Change in assets and liabilities, net of effects       
             
     from acquisitions:                                    
             
      Accounts receivable                                 
(1,480)     1,940 
      Prepayments                                          
  456        470 
      Deposits and other receivables                       
 (493)      (766)
      Due from related parties                             
   (4)      (443)
      Inventories                                          
   (9)        (3)
      Accounts payable                                     
  172        (30)
      Other payables and accruals                          
1,196      1,479 
      Income tax payable                                   
 (246)       133 
      Deferred revenues                                    
   12        252 
      Due to related parties                               
  199         79 
    Net cash provided by operating activities             
14,305      8,735 
                                                           
             
    Cash flow from investing activities:                   
             
      Payments for purchase of property and equipment     
(1,740)    (2,298)
    Cash paid for short-term bank deposits                 
 (736)        -- 
    Cash received from short-term bank deposits            
   --        602 
      Net cash used in acquisitions of subsidiaries      
(17,952)        -- 
    Contribution of services to joint venture              
   --        (87)
    Net cash used in investing activities                
(20,428)    (1,783)
                                                           
             
    Cash flow from financing activities:                   
             
    Issuance of ordinary shares including from the         
             
     exercise of shares options,                           
             
    net of issuing expenses                                
4,346         -- 
    Partial repayment of bank loan                         
 (347)        -- 
    Net cash provided by financing activities              
3,999         -- 
                                                           
             
    Net (decrease)/increase in cash and cash equivalents  
(2,124)     6,952 
    Cash and cash equivalents, beginning of period        
99,869    111,366 
    Foreign currency translation                           
  544        795 
    Cash and cash equivalents, end of period              
98,289    119,113 
                                                           
             
    Representing:                                          
             
    Cash and cash equivalents in discontinued operations,  
             
     end of the period                                     
1,096        877 
    Cash and cash equivalents in continuing operations,    
             
     end of the period                                    
97,193    118,236 
                                                           
             
    Supplemental disclosures of cash flow information      
             
    Cash (paid)/received during the period:                
             
    Cash paid for income taxes                             
 (186)      (110)
    Interest received from bank deposit and debt           
             
     securities                                            
1,049      1,045 
    Interest paid for loans due to parent company and      
             
     bank loans                                            
 (285)    (1,290)
    Non-cash activities:                                   
             
    Contribution of services to joint venture              
   --       (171)



    The Non-GAAP financial measure has been reconciled to
the nearest US GAAP measure as follows: 
                                                   Three
months ended March 31,            
                                                       2006
         2007 
                                                 (in
thousands of U.S. dollars)         
                                                           
             
    Operating profit/(loss):                               
             
       Continuing operations                         
10,869         2,742 
       Discontinued operations                         
(221)         (651)
                                                           
             
    Total operating profit                           
10,648         2,091 
                                                           
             
    Add back: Depreciation                            
2,092         2,286 
    Amortization of intangibles and others              
181           364 
                                                           
             
    EBITDA                                           
12,921         4,741 
    


    Appendix:

    1. TOM EachNet Joint Venture

    Pursuant to a joint venture deed signed between the
Company and eBay International AG ("eBay") on
December 20, 2006, a joint venture, TOM EachNet, has been
formed on February 1, 2007 to carry on the business of
owning and operating a mobile and Internet-based
marketplace in China.  TOM EachNet is jointly controlled
and owned by the Company and eBay with each owing 51% and
49% interest respectively. 

    eBay provided an initial funding of US$40,000,000 cash
to TOM EachNet and the Company will provide a shareholder's
loan in the amount of US$20,000,000, bearing interest at
1.3% over London Inter-Bank Offered Rate, to TOM EachNet
when the remaining cash balance of TOM EachNet is only
enough to finance no more than six months of its operation.
 If the funding from eBay and the shareholder's loan from
the Company have been fully utilized, additional funding in
the form of shareholders' loans of not exceeding
US$10,000,000 will be provided by the Company and eBay in
equal proportions if additional funding is required by TOM
EachNet and as mutually agreed by eBay and the Company. In
addition, eBay injected its subsidiary engaging in the
business of operating an online auction and marketplace
site in China to TOM EachNet while the Company contributes
its expertise in the Internet and mobile industries in
China and its leadership and management services to TOM
EachNet. 

    The Company accounts for this joint venture using the
equity method of accounting since February 1, 2007.  As of
March 31, 2007, the Company had a negative investment in
TOM EachNet of US$2,670,000, representing its investment
cost of US$258,000, being contribution of services to TOM
EachNet by the Company and was capitalized upon provision
of the services to TOM EachNet, less the Company's share of
TOM EachNet's losses for the two months ended March 31, 2007
of US$2,923,000 and currency translation adjustment of
US$5,000.  As the Company has a commitment to fund TOM
EachNet as disclosed above, such amount is classified as
current liability in the consolidated balance sheet.  

    2. Discontinued operations

    In December 2006, the Company committed to a plan which
was approved by the Company's Board of Directors on December
29, 2006 to sell substantially all its equity interests in
Indiagames in order to focus on the China market and
initiated actions to locate a buyer.  As a result, the
assets and liabilities of Indiagames were classified as
held for sale and presented separately in the asset and
liability sections, respectively, of the audited
consolidated balance sheet as at December 31, 2006 and the
unaudited consolidated balance sheet as at March 31, 2007. 
The results of its operation were also separately presented
on the face of the unaudited consolidated statements of
operations under "Discontinued Operations" for
the three months ended March 31, 2006 and 2007.  On March
5, 2007, the Company signed a binding term sheet with a
potential buyer of the disposal of Indiagames and the
definitive agreement was still under preparation as at
March 31, 2007.  
 
    The major classes of assets and liabilities classified
as held for sale were as follows:

                                               Audited     
    Unaudited 
                                          December 31, 2006
  March 31, 2007 
                                            (in thousands
of U.S. dollars)    
                                                           
             
    Cash and cash equivalents                        373   
          877 
    Short-term bank deposits                       2,592   
        2,059 
    Account receivable, net                        2,067   
        1,571 
    Other current assets                           1,856   
        2,049 
    Goodwill, net                                  4,754   
        4,967 
    Other non-current assets                         550   
          595 
                                                           
             
    Assets held for sale                          12,192   
       12,118 
                                                           
             
    Accounts payable                                 104   
          214 
    Other payable and accruals                     1,027   
        1,103 
                                                           
             
    Liabilities held for sale                      1,131   
        1,317 


    Minority shareholders' interest in Indiagames amounting
to US$2,324,000 and US$2,150,000 were reported separately in
the Group's audited/(unaudited) consolidated balance sheets
as at December 31, 2006 and March 31, 2007 respectively.

    The unaudited results and cash flow information for
Indiagames during the three months ended March 31, 2006 and
2007 were as follows: 

                                                  Three
months ended March 31,           
                                                       2006
         2007 
                                                (in
thousands of U.S. dollars)        
                                                           
             
    Revenues                                          
1,080          550 
    Operating expenses                               
(1,301)      (1,201)
    Operating loss                                     
(221)        (651)
    Other income                                         
45           -- 
    Loss before tax                                    
(176)        (651)
    Income tax credit                                    
66           44 
    Loss after tax                                     
(110)        (607)
    Minority interest                                    
15          227 
    Loss from discontinued operations                   
(95)        (380)
                                                           
    

         
                                                  Three
months ended March 31,           
                                                        
2006          2007 
                                                 (in
thousands of U.S. dollars)        
                                                           
             
    Net cash provided by operating activities            
708           38 
    Net cash (used)/provided in investing activities    
(765)         555 
    Net cash provided in financing activities             
--           -- 
    Net (decrease)/increase in cash and cash               
             
     equivalents                                         
(57)         593 
    Cash and cash equivalents, beginning of period     
1,135          373 
    Foreign currency translation                          
18          (89)
    Cash and cash equivalents, end of period           
1,096          877 


    3. Earnings/(Losses) per share 

    (a) Basic earnings/(losses) per share 

        The calculation of basic earnings/(losses) per
share for the three 
        months ended March 31, 2007, is based on: 

        -- the unaudited consolidated income from
continuing operations, loss 
           from discontinued operations and net income
attributable to 
           shareholders of US$525,000, US$380,000 and
US$145,000 respectively 
           (2006: US$12,230,000 of unaudited consolidated
income from 
           continuing operations, US$95,000 of loss from
discontinued 
           operations, and US$12,135,000 of net income
attributable to 
           shareholders, respectively); and

        -- the weighted average number of 4,259,654,528
(2006: 4,240,608,912) 
           ordinary shares outstanding during the period
and 53,245,682 (2006: 
           53,007,611) American Depositary Shares
("ADS") outstanding during 
           the period. 

    (b) Diluted earnings/(losses) per share 

        The calculation of diluted earnings/(losses) per
share for the three 
        months ended March 31, 2007, is based on: 

        -- the same data in Appendix 3(a); and

        -- the weighted average number of 4,260,424,095
(2006: 4,291,046,914) 
           ordinary shares, after adjusting for the effects
of all dilutive 
           potential shares during the period and
53,255,301 (2006: 
           53,638,086) ADS outstanding during the period. 

    For the three months ended March 31, 2007, the weighted
average number of 181,145,569 stock options outstanding were
excluded from the computation of diluted losses per share
primarily because the exercise prices of the options were
greater than the average market price of the ordinary
shares making such options anti dilutive.


    For more information, please contact:

     Rico Ngai
     Investor and Corporate Communications
     TOM Online Inc.
     Tel:    +86-10-6528-3399 x6940
     Mobile: +86-139-118-95354
     Skype:  ricoinrio

PR
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