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2007'02.01.Thu
TOM Online Reports 4Q 2005 Net Profits Up 55% Year on Year
March 17, 2006

Positioned as the Leader in the China Wireless Internet Market and 3G
    HONG KONG, March 17 /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 fourth quarter and full year
ended December 31, 2005.

    The Company reported that 4Q 2005 Net Profits were up
55% year on year (YoY) and that fiscal 2005 revenues were
up 40 percent year on year as it continued to solidify its
position as the leading wireless Internet firm in mainland
China.

    Fiscal 2005 Financial Highlights:

    -- Total revenues were US$172.11 million
("mn"), an increase of 40% from 
       2004.
    -- Wireless Internet revenues were US$161.88 mn,
representing a 43.4% 
       increase from the previous year.
    -- Online advertising revenues increased to US$9.21 mn,
representing a 
       21.5% increase over 2004.
    -- Net Income was US$45.01 mn, up 32.7% from the
previous year.
    -- Basic and fully diluted earnings per American
Depository Share ("ADS") 
       for 2005 were US$87.7 cents and US$85.4 cents,
respectively, or US$1.10 
       cents and US$1.07 cents per common share,
respectively.
    -- Balance of cash, short-term bank deposits and
marketable securities was 
       approximately US$140.25 mn as of December 31, 2005.

    Fourth Quarter 2005 Financial Highlights:

    -- Total revenues were US$ 48.12 million
("mn"), an increase of 39.5% from 
       the same period last year and up 4.7% from the
previous quarter.
    -- Wireless Internet revenues were US$ 44.62 mn,
representing a 39.6% 
       increase over the same period last year and a 3.4%
increase over the 
       previous quarter.  Wireless Internet revenues made
up 92.7% of the      
       Company's total fourth quarter revenues.
    -- Online advertising revenues were US$ 3.2 mn, an
increase of 57.4% from  
       the same period last year and up 23.5% from the
previous quarter.
    -- Net Income was US$ 12.72 mn, an increase of 55.1%
from the same period 
       last year but a decrease of 1.3% from the last
quarter as the RMB 
       appreciated slower in the fourth quarter than in the
previous quarter. 
       Excluding this factor, the Net Income increased
almost 8% from the last 
       quarter.
    -- Basic and fully diluted earnings per American
Depository Share ("ADS") 
       were US$24.16 cents and US$23.85 cents,
respectively, or US$0.302 cents 
       and US$0.298 cents per common share, respectively.

    Wang Lei Lei, TOM Online Chief Executive Officer and an
Executive Director, said: "Through better operational
efficiency and team efforts, TOM Online has been able to
further consolidate its leadership in the wireless internet
industry in 2005, which has in turn helped us achieve our
growth targets and establish a credible reputation in the
industry and among its partners.  I believe 2006 will hold
more successes for us."

    Fourth Quarter 2005 Business Results

    The Company's unaudited consolidated revenues for the
three months ended December 31, 2005 were US$48.12 mn, an
increase of 39.5% over the same period in 2004 and an
increase of 4.7% quarter on quarter ("QoQ").

    Gross profit was US$21.37 mn, representing an increase
of 39.4% over the same period last year and a 5.5% increase
QoQ.  Gross margins stabilized at 44.4% from 44.1% in the
previous quarter, as benefits from sustained higher
confirmation rates in the Company's SMS business and
increased contribution from its online advertising business
offset increasing channel and content costs.  

    Operating income was US$12.14 mn, up 70.9% from the
same period last year and 5.7% higher than the previous
quarter.  Operating margins stabilized at 25.2% from 25.0%
in the previous quarter.  

    During the fourth quarter, the Company increased its
sales and marketing activities to US$2.78 mn from US$1.76
mn in the third quarter, representing a 57.3% sequential
increase, but only a 19.6% YoY increase, as it usually
increases its sales and marketing activities in the fourth
quarter of each year.

    For the fourth quarter, net interest income increased
to US$0.57 mn from US$0.27 mn in the third quarter.

    Fourth quarter EBITDA ("Earnings before Interest,
Taxes, Depreciation and Amortization") were
US$14.22mn, an increase of 40.1% YoY and 5.3% higher QoQ.
EBITDA margins were 29.5% for the fourth quarter, roughly
in-line with EBITDA margins in the third quarter, which
were at 29.4%.

    Net income was US$12.72 mn, an increase of 55.1% YoY
but a decrease of 1.3% QoQ as the RMB appreciated slower in
the fourth quarter than in the previous quarter.  Excluding
this factor, the net income increased almost 8% from the
last quarter.  Net income margins declined sequentially to
26.4% in the fourth quarter from 28.0% in the previous
quarter during which the Company had a US$1.13 mn benefit
from the appreciation of RMB.

    US GAAP basic earnings per ADS were US$24.16 cents for
the quarter. US GAAP basic earnings per Hong Kong ordinary
share were US$0.302 cents for the quarter.  Shares used in
computing US GAAP basic earnings per ADS were 52.65 mn and
shares used in computing US GAAP basic earnings per Hong
Kong ordinary share were 4,212.07 mn.

    US GAAP diluted earnings per ADS were US$23.85 cents
for the quarter. US GAAP diluted earnings per Hong Kong
ordinary share were US$0.298 cents for the quarter.  Shares
used in computing US GAAP diluted earnings per ADS were
53.32 mn and shares used in computing US GAAP diluted
earnings per Hong Kong ordinary share were 4,265.83 mn.

    The Company's balance of cash, short-term bank deposits
and marketable securities was approximately US$140.25 mn as
of December 31, 2005.

    Wireless Internet Services

    Total wireless Internet service revenues were US$44.62
mn for the fourth quarter of 2005, an increase of 39.6%
from the same period last year and a 3.4% increase QoQ. 
Wireless Internet revenues made up 92.7% of the Company's
total revenues in the fourth quarter, down slightly from
93.9% in the previous quarter.

    During the quarter, the Company continued to develop
its leadership in the mainland Chinese wireless Internet
market and continued to focus on longer-term business
opportunities which build upon its wireless and online
operations and assets.  Key activities in the quarter
included:

    1) Continuing to develop alliances with media partners
in TV, radio and 
       print to more effectively market TOM Online's
wireless services, such 
       as 2.5G services and IVR, as well as broaden the
awareness of its brand  
       with consumers.  The Company believes its scale and
diversification in 
       wireless distribution channels are a key competitive
advantage. Through 
       these platforms, the Company believes it is well
positioned for 
       opportunities in 3G.

    2) Continuing to promote its "Wanleba"
Internet music brand, which 
       leverages "tom.com" portal's ability to
allow singers/songwriters to 
       take advantage of its mobile distribution channels. 
During the quarter,  
       the Company announced that it was partnering with
Intel to jointly 
       promote their Internet cafe initiatives and
"Wanleba" at various 
       locations across mainland China.  The Company
believes mobile music 
       will continue to be an important driver for its
growth in 2006.

    SMS ("Short Messaging Service") revenues in
the quarter were US$17.80 mn, up 60.0% YoY but roughly flat
QoQ (SMS revenues were US$17.62 mn in 3Q05).  SMS revenues
made up 39.9% of the Company's total wireless Internet
revenues in the fourth quarter.  Its SMS business
stabilized from third quarter levels as the benefits from
higher revenue confirmation rates it received from mobile
operator partners normalised quarter on quarter.  While SMS
is a more mature business line for TOM Online, the Company
believes it will continue to be a core contributor to its
overall wireless Internet business for the foreseeable
future.

    MMS ("Multimedia Messaging Service") revenues
for the quarter were US$4.40 mn, down 23.0% YoY, but up
42.8% QoQ.  MMS revenues made up 9.9% of the Company's
total wireless Internet revenues in the fourth quarter.  On
a YoY perspective MMS revenues declined due to the migration
of MMS onto the new MISC platform earlier this year. 
However, MMS revenues rebounded strongly in the fourth
quarter from the preceding quarter as some provincial
operators actively promoted MMS services while the Company
was a partner in those activities.  However, the Company
continues to believe that MMS over the medium-term is a
transitory product category.

    WAP ("Wireless Application Protocol")
revenues for the quarter were US$8.06 mn, up 31.8% YoY, but
down 3.6% QoQ.  WAP revenues made up 18.1% of the Company's
total wireless Internet revenues in the fourth quarter.  A
small portion of WAP revenues declined sequentially in the
quarter due to a slowdown in a mobile operator partner's
CDMA subscriber base.  WAP revenues from China Mobile were
stable as strong product cycles, including song downloads
from new Jay Chou album on the operator's Monternet
platform, were offset by continued "silent user"
clean-up activities.

    IVR ("Interactive Voice Response") revenues
for the quarter were US$10.88 mn, representing an increase
of 60.1% YoY and a 3.5% rise QoQ.  IVR revenues made up
24.4% of the Company's total wireless Internet revenues in
the fourth quarter.  During the quarter, the Company
migrated some of its IVR infrastructure to a new data
centre and experienced some temporary technical issues. 
This led to a slight slowdown in its IVR business than
would have otherwise occurred during normal operation. With
this issue resolved and a continued focus on broadening the
reach of the Company's wireless Internet services to
consumers through TV alliances, the Company continues to
see its IVR business as a key driver of its overall
business in 2006.

    CRBT ("Colour Ringback Tones") revenues for
the quarter were US$2.30 mn, up 4.8% YoY but down 1.0% QoQ.
 CRBT revenues made up 5.2% of the Company's total wireless
Internet revenues in the fourth quarter.  In the previous
quarter, the Company initiated a number of CRBT promotions
in conjunction with its mobile operator partners to spur
consumer awareness and usage. Sequential growth was
negatively impacted as a result.  The Company continued to
pursue such promotions in the fourth quarter and will
continue to do so for the foreseeable future.

    Revenues from other wireless Internet services, which
primarily consist of the Company's Indiagames subsidiary,
were US$1.18 mn, representing a decline of 6.9% from the
previous quarter.  As the Company only consolidated
Indiagames in early 2005 YoY comparisons are not possible. 
The decline in its Indiagames subsidiary was primarily due
to the migration of Indian mobile operators to new billing
platforms, similar to what TOM Online experienced in the
mainland China market in the past.  The Indian market made
up roughly 50% of Indiagames revenues in the 3rd and 4th
quarter.  TOM Online believes this transition may take
another few quarters to complete, but its impact should be
offset by growth opportunities in the mainland China,
European and North American markets.    

    Moreover, the Company intends to supplement its
existing mainland Chinese wireless Internet business and
Indigames mobile games business in 2006 by building a
China-based mobile game team to take advantage of the
growth opportunities it sees in mobile games in mainland
China.

    Online Advertising 

    Online advertising revenues for the fourth quarter were
US$3.2 mn, representing an increase of 23.5% QoQ and 57.4%
YoY due to continued efforts to focus sales efforts on key
channels on the Company's portal.  The Company continued to
promote its "Wanleba" online music brand in the
quarter. It believes these activities are not only raising
awareness with the China Internet community but amongst
advertisers as well.

    In addition to its focus on entertainment and music
content, the Company also intends to more closely develop
sports content and alliances in 2006 to take advantage of
this year's activities around the FIFA World Cup in
Germany, amongst others, to enhance sales opportunities on
its portal.  More importantly the move will provide
additional services and content for the Company's wireless
Internet business.

    Jay Chang, Chief Financial Officer and an Executive
Director of TOM Online, commented: "We're pleased with
our results for the year which saw record net profits but
more importantly demonstrated solid revenue growth based on
our diversified wireless Internet revenue model."


    NEW BUSINESS OPPORTUNITIES UPDATE

    Skype JV Update

    At the end of February, the Company had more than 9 mn
registered TOM-Skype users, up from over 5.2 mn registered
users at the end of October 2005. Mainland China is now
Skype's second largest market after the United States. 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. 
It is hoped that some of the services will be commercially
launched in the later part of 2006.

    UMPay Alliance Update

    The Company continues to work with UMPay to develop
China's mobile payment market as a longer term opportunity.
 As such, for most of 2006, the Company will seek to jointly
develop and enhance the user experience and business plan
with UMPay while UMPay will continue to build out the
infrastructure and platforms to support mobile payments
which is integrated with the banking sector.  During the
fourth quarter, TOM Online conducted a pilot launch in
which users could use their mobile phones to make payments
at selected restaurants in Beijing.  It is also working on
linking the UMPay system to support online payments.  At
the end of 2005, UMPay had about 6.0 mn subscribers and
over 200 merchants on their platform.

    BUSINESS OUTLOOK

    The following business outlook is based on current
information and expectations as of March 17th, 2006.  For
the first quarter of 2006 the Company expects total
revenues to be between US$47.7 mn and US$48.5 mn.
    Starting in the first quarter of 2006, the Company will
begin 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 2005, and excluding any
new shares that may be granted, the Company estimates that
the impact to the first quarter of 2006 would be in the
range of US$0.9 mn to US$1.1 million.
 
    Conference Call

    Following the announcement, TOM Online's management
team will host a conference call at 7:00 AM EST (8:00 PM
Hong Kong time) on March 17, 2006 to present an overview of
the company's financial performance and business operations.


    The dial-in numbers for the call are:

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

    Password: TOM Online.

    The conference call will also be webcasted live on
http://ir.tom.com .  An audio replay of the call can be
accessed by dialing +852-2802-5151; passcode: 759560. The
call will be archived for seven days.

    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
December 31, 2005, TOM Online is the only portal in China
that enjoyed a top three ranking in every wireless Internet
segment.

    Forward Looking Statements

    This document 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 as filed with the United States Securities and
Exchange Commission.


    Consolidated Balance Sheets
                                                           
  December 31        
                                                          
2004         2005 
                                                        (in
thousands of U.S.   
                                                           
    dollars)          
                                                           
             
    Assets                                                 
             
    Current Assets:                                        
             
    Cash and cash equivalents                           
79,320       99,869 
    Short-term bank deposits                               
 --        1,863 
    Accounts receivable, net                            
26,369       33,950 
    Restricted cash                                        
 --          300 
    Prepayments                                          
4,116        6,053 
    Deposits and other receivables                       
2,343        2,503 
    Due from related parties                               
159          189 
    Inventories                                            
113           53 
                                                           
             
    Total current assets                               
112,420      144,780 
                                                           
             
    Available-for-sale securities                      
116,471       38,519 
    Restricted securities                                  
 --       59,122 
    Investment under cost method                         
1,494        1,494 
    Long-term prepayments and deposits                     
240          132 
    Property and equipment, net                         
11,927       15,346 
    Deferred tax assets                                    
348          521 
    Goodwill, net                                      
158,494      184,678 
    Intangibles, net                                     
1,707        1,415 
                                                           
             
    Total assets                                       
403,101      446,007 
                                                           
             
    Liabilities and shareholders' equity                   
             
    Current liabilities:                                   
             
    Accounts payable                                     
2,778        5,031 
    Other payables and accruals                         
10,834       16,002 
    Income tax payable                                     
543          569 
    Deferred revenues                                      
122           69 
    Consideration payable                              
133,613       16,615 
    Due to related parties                              
20,331       19,430 
                                                           
             
    Total current liabilities                          
168,221       57,716 
                                                           
             
    Non-current liabilities:                               
             
    Secured bank loan                                      
 --       56,099 
    Deferred tax liabilities                               
 --          182 
                                                           
             
    Total liabilities                                  
168,221      113,997 
    Minority interests                                     
456        2,900 
                                                           
             
                                                       
168,677      116,897 
    Commitments and Contingencies                          
             
                                                           
             
    Shareholders' equity:                                  
             
    Share capital                                        
4,995        5,416 
    Paid-in capital                                    
260,867      312,643 
    Statutory reserves                                   
9,452       11,396 
    Accumulated other comprehensive losses                
(670)      (3,187)
    Accumulated (deficit)/income                       
(40,220)       2,842 
    Total shareholders' equity                         
234,424      329,110 
                                                           
             
    Total liabilities, minority interests and              
             
     shareholders' equity                              
403,101      446,007 


    Consolidated Statements of Operations
                                                  Year
ended December 31,        
                                              2003        
2004        2005 
                                             (in thousands
of U.S. dollars)     
                                                           
             
    Revenues:                                              
             
    Wireless internet services              55,843      
112,880     161,879 
    Advertising                              5,845        
7,583       9,210 
    Commercial enterprise solutions         13,825        
2,189       1,025 
    Internet access                          1,560         
  68          -- 
    Total revenues                          77,073      
122,720     172,114 
                                                           
             
    Cost of revenues:                                      
             
    Cost of services                       (32,794)     
(63,966)    (98,816)
    Cost of goods sold                     (11,291)        
(791)         -- 
    Total cost of revenues                 (44,085)     
(64,757)    (98,816)
                                                           
             
    Gross profit                            32,988       
57,963      73,298 
                                                           
             
    Operating expenses:                                    
             
    Selling and marketing expenses          (2,772)      
(7,695)     (7,718)
    General and administrative                             
             
     expenses                               (9,133)     
(12,385)    (22,048)
    Product development expenses              (689)        
(886)     (1,528)
    Amortization of intangibles               (629)      
(5,614)       (975)
    Provision for impairment of                            
             
     intangibles                                --         
(307)         -- 
    Total operating expenses               (13,223)     
(26,887)    (32,269)
                                                           
             
    Income from operations                  19,765       
31,076      41,029 
                                                           
             
    Other (expenses)/income:                               
             
    Net interest (expenses)/income            (320)       
3,095       2,661 
    Exchange gain                               --         
  --       1,132 
    Gain on disposal of                                    
             
     available-for-sale securities              --         
  --         450 
    Loss on issue of shares by a                           
             
     subsidiary                                 --         
  --         (69)
    Income before tax                       19,445       
34,171      45,203 
    Income tax credit                          254         
  41          24 
    Income after tax                        19,699       
34,212      45,227 
    Minority interests                        (127)        
(304)       (221)
    Net income attributable to                             
             
     shareholders                           19,572       
33,908      45,006 
                                                           
             
    Earnings per ordinary share- basic                     
             
     (cents):                                 0.70         
0.94        1.10 
    Earnings per ordinary share-                           
             
     diluted (cents):                          N/A         
0.85        1.07 
                                                           
             
    Earnings per American Depositary                       
             
     Share - basic                                         
             
    (cents):                                  55.9         
75.2        87.7 
    Earnings per American Depositary                       
             
     Share - diluted                                       
             
    (cents):                                   N/A         
68.4        85.4 

    Weighted average number of shares                      
             
     used in computing Earnings Per Share:                 
                      
                                   
    Ordinary share- basic            2,800,000,000
3,608,743,169 4,107,485,514                
    Ordinary share- diluted          2,800,000,000
3,967,558,949 4,217,527,395                                
                                                        
    American Depositary Share - 
     basic                                     N/A   
45,109,290  51,343,569 
    American Depositary Share -                            
             
     diluted                                   N/A   
49,594,487  52,719,092 

		
    Consolidated Statements of Shareholders'
(Deficit)/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, 2003       2,800,000,000 
3,590   93,184   1,552
    Contribution from shareholders (*)             --    
--    1,157      --
    Net income                                     --    
--       --      --  
    Reorganization adjustment (#)                  --    
--  (18,790)     --
    Balance as of December 31, 2003     2,800,000,000 
3,590   75,551   1,552
    Issuance of shares pursuant to     
     initial public offering            1,000,000,000 
1,282  192,528      --
    Share issuing expenses                         --    
--  (25,589)     --
    Issuance of shares to Cranwood as  
     initial purchase consideration for
     acquisition of Puccini Group (note
     6)                                    96,200,000   
123   18,377      --
    Unrealized loss on securities                  --    
--       --      --
    Net income                                     --    
--       --      --
    Appropriation to statutory reserves            --    
--       --   7,900
    Balance as of December 31, 2004     3,896,200,000 
4,995  260,867   9,452
    Issuance of shares to Cranwood as  
     earn-out consideration for        
     acquisition of Puccini Group         304,155,503   
390   47,157      --
    Issuance of shares on exercise of  
     employee stock options                24,176,602    
31    4,619      --
    Unrealized loss on securities (**)             --    
--       --      --
    Exchange gain                                  --    
--       --      --
    Net income                                     --    
--       --      --
    Appropriation to statutory reserves            --    
--       --   1,944
    Balance as of December 31, 2005     4,224,532,105 
5,416  312,643  11,396

    *  Contribution from shareholders primarily represents
contribution of 
       working capital as well as allocation of certain
corporate expenses.
    #  Reorganization adjustment for the year ended
December 31, 2003 
       represents the carve out of six non-core internet
business entities 
       from the Group in connection with the pre-initial
public offering 
       ("pre-IPO") corporate reorganization
("Reorganization"), which was 
       completed on September 26, 2003.
    ** Including US$450,000 realized gain which has been
transferred out to 
       earnings upon disposal of securities.


                                         Accumulated       
     
                                            other          
     
                                         comprehen- 
Accumulated    Total    
                                            dsive   
(deficit) / shareholders'
                                           losses     
income    (deficit) / 
                                                           
        equity     
                                        (in thousands of
U.S. dollars except  
                                                for number
of shares)
    
    Balance as of January 1, 2003            (55)    
(107,735)    (9,464)
    Contribution from shareholders (*)        --           
--      1,157
    Net income                                --       
19,572     19,572
    Reorganization adjustment (#)             --       
21,935      3,145
    Balance as of December 31, 2003          (55)     
(66,228)    14,410
    Issuance of shares pursuant to       
     initial public offering                  --           
--    193,810
    Share issuing expenses                    --           
--    (25,589)
    Issuance of shares to Cranwood as    
     initial purchase consideration for  
     acquisition of Puccini Group (note  
     6)                                       --           
--     18,500
    Unrealized loss on securities           (615)          
--       (615)
    Net income                                --       
33,908     33,908
    Appropriation to statutory reserves       --       
(7,900)        --
    Balance as of December 31, 2004         (670)     
(40,220)   234,424
    Issuance of shares to Cranwood as    
     earn-out consideration for          
     acquisition of Puccini Group             --           
--     47,547
    Issuance of shares on exercise of    
     employee stock options                   --           
--      4,650
    Unrealized loss on securities (**)    (2,903)          
--     (2,903)
    Exchange gain                            386           
--        386
    Net income                                --       
45,006     45,006
    Appropriation to statutory reserves       --       
(1,944)        --
    Balance as of December 31, 2005       (3,187)       
2,842    329,110

    *  Contribution from shareholders primarily represents
contribution of 
       working capital as well as allocation of certain
corporate expenses.
    #  Reorganization adjustment for the year ended
December 31, 2003 
       represents the carve out of six non-core internet
business entities 
       from the Group in connection with the pre-initial
public offering 
       ("pre-IPO") corporate reorganization
("Reorganization"), which was 
       completed on September 26, 2003.
    ** Including US$450,000 realized gain which has been
transferred out to 
       earnings upon disposal of securities.


    Consolidated Statements of Cash Flows
                                                     Year
ended December 31,   
                                                      2003 
    2004    2005 
                                                      (in
thousands of U.S.    
                                                           
 dollars)          
                                                           
             
    Cash flow from operating activities:                   
             
    Net income                                      19,572 
  33,908  45,006 
    Adjustments to reconcile net income to net             
             
     cash provided by operating activities:                
             
        Amortization of intangibles                    629 
   5,614     975 
        Amortization of premium on debt                    
             
         securities                                     -- 
     298     383 
        Provision for impairment of intangibles         -- 
     307      -- 
        Allowance for doubtful accounts              1,487 
     761     691 
        Depreciation                                 3,016 
   4,544   6,977 
        Deferred income tax                           (274)
     (74)     18 
        Exchange gain, net                              -- 
      --  (1,132)
        Interest on advances from TOM Group                
             
        Limited ("TOM Group") and its            
                     
         subsidiaries                                  394 
      --      -- 
        Corporate expenses recharged by TOM Group      923 
      --      -- 
        Loss on disposal of property & equipment       
91         9      94 
        Gain on disposal of available-for-sale          -- 
      --     
         securities                                        
            (450)
        Loss on issuance of shares by a                 -- 
      --     
         subsidiary                                        
              69 
        Minority interests                             127 
    304      221 
                                                           
             
    Change in assets and liabilities, net of               
             
     effects from acquisitions:                            
             
        Accounts receivable                         (8,337)
 (10,443) (5,764)
        Prepayments                                   (913)
  (2,892) (1,144)
        Deposits and other receivables                (568)
      69    (368)
        Due from related parties                       226 
     (35)    (30)
        Inventories                                  1,493 
     (84)     62 
        Long-term prepayments and deposits            (361)
      63     (82)
        Accounts payable                               623 
  (1,085)  1,684 
        Other payables and accruals                  2,148 
   2,499   5,140 
        Income tax payable                               2 
      24    (409)
        Deferred revenues                           (1,320)
    (374)    (54)
        Due to related parties                         711 
     346    (879)
    Net cash provided by operating activities       19,669 
 33, 759  51,008 
                                                           
             
    Cash flow from investing activities:                   
             
        Payments for purchase of property &            
                 
         equipment                                  (4,790)
  (9,175) (9,843)
        Short-term bank deposits                        -- 
      --  (1,878)
        Cash paid for entrusted loan provided to           
             
         a related party                                -- 
      --  (2,461)
        Cash received from a related party for             
             
         repayment of entrusted loan                    -- 
      --   2,461 
        Payments for purchase of intangible                
             
         assets                                         -- 
  (1,663)     -- 
        Payment for investment under cost method        -- 
  (1,494)     -- 
        Net cash acquired/ (used in) from                  
             
         acquisition of subsidiaries                 3,721 
 (14,884)(99,937)
        Cash disposed with spin-off                 (1,689)
      --   ]  -- 
        Payments for investment in                         
             
         available-for-sale securities                  -- 
(118,883)     -- 
        Cash received on disposal of                       
          
         available-for-sale securities                  -- 
      --  16,392 
    Net cash used in investing activities           (2,758)
(146,099)(95,266)
                                                           
             
    Cash flow from financing activities:                   
             
        Issuance of ordinary shares including              
             
        from the exercise of share options, net         
         of expenses                                    -- 
 169,024   4,650 
        IPO share issuing expenses                      -- 
      --    (803)
        Repayment to related parties                (1,027)
      --      -- 
        Cash received from issuance of shares by           
             
         a subsidiary, net of issuing expenses          -- 
      --   3,985 
        Bank loan, net of handling charges              -- 
      --  56,886 
        Partial repayment of bank loan                  -- 
      --    (901)
    Net cash (used in)/provided by financing               
             
     activities                                     (1,027)
 169,024  63,817 
                                                           
             
    Net increase in cash and cash equivalents       15,884 
  56,684  19,559 
    Cash and cash equivalents, beginning of year     6,752 
  22,636  79,320 
    Foreign currency translation                        -- 
      --     990 
    Cash and cash equivalents, end of year          22,636 
  79,320  99,869 
                                                           
             
    Supplemental disclosures of cash flow                  
             
     information                                           
             
    Cash (paid)/ received during the year:                 
             
    Cash paid for income taxes                         (22)
      (9)   (208)
    Interest received from bank deposit and                
             
     available-for-sale securities                      74 
   3,985   5,552 
                                                           
             
    Non-cash activities:                                   
             
        Property and equipment transferred from            
             
         TOM Group                                      -- 
       7      -- 
        Property and equipment transferred to              
             
         subsidiaries of TOM Group                     292 
      --      -- 
        Contribution from shareholders               1,157 
      --      -- 
        Issuance of shares to Cranwood for                 
             
         acquisition of Puccini Group                   -- 
  18,500  47,547 
       Outstanding payments for listing expenses    15,000 
     803      -- 


    Unaudited Condensed Statements of Operations for 4Q
2005 

                                          4Q 04         3Q
05         4Q 05 
                                            (in thousands
of U.S. dollars)     
                                                           
             
    Wireless Internet                    31,948       
43,158        44,615 
    Online advertising                    2,032        
2,590         3,198 
    Others                                  505          
193           302 
    Total revenues                       34,485       
45,941        48,115 
                                                           
             
    Cost of revenues                    (19,159)     
(25,689)      (26,747)
    Gross profit                         15,326       
20,252        21,368 
    Operating expenses                   (8,220)      
(8,759)       (9,225)
    Operating profit                      7,106       
11,493        12,143 
    Other income                          1,139        
1,406           572 
    Income tax (charge)/ credit              (7)         
106            30 
    Minority interest                       (38)        
(123)          (25)
                                                           
             
    Net income                            8,200       
12,882        12,720 


    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

SOURCE  TOM Online Inc.
PR
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