omniture

Focus Media Reports Second Quarter 2008 Results

Focus Media Holding Limited
2008-08-18 07:52 1230

SHANGHAI, China, Aug. 18 /PRNewswire-FirstCall/ -- Focus Media Holding

Limited (Nasdaq: FMCN), China's leading multi-platform digital media

company, today announced its unaudited financial results for the second

quarter ended June 30, 2008.

Highlights for second quarter 2008:

-- Total revenues grew 106.8% year-over-year and 31.1% quarter-over-

quarter to $211.7 million.

-- GAAP net income for the second quarter was $36.1 million or $0.28 per

fully diluted ADS.

-- Focus Media provides gross margin, operating margin, net income and

earnings per ADS on a non-GAAP basis that exclude non-cash share-based

compensation expense, acquired intangible assets amortization expense

and one-time items to enable investors to better assess the Company's

operating performance. The non-GAAP measures are described below and

reconciled to the corresponding GAAP measure in the section below

titled "Use of non-GAAP Financial Measures". Net income excluding non-

cash share-based compensation expenses, amortization of acquired

intangible assets resulting from acquisitions and one-time charges

relating to our discontinued operations (non-GAAP) for the second

quarter was $57.5 million or $0.44 per fully diluted ADS, exceeding

company guidance of $54 million to $55 million.

-- In the second quarter of 2008, digital out-of-home advertising revenue

was $135.4 million, up 76.2% year-over-year and 24.4% quarter-over-

quarter.

-- Advertising service revenue from our commercial location network,

grew 58.9% year-over-year and 29.9% quarter-over-quarter to

$81.1 million.

-- Advertising service revenue from our in-store network, including

revenues from CGEN Digital Media Company Limited ("CGEN"), was

$17.0 million, an increase of 135.0% year-over-year and a slight

decrease from $17.3 million in the previous quarter, as we

continued to make effort to optimize the combined in-store network

coverage during the integration of CGEN acquisition.

-- Advertising service revenue from our in-elevator poster frame

network grew 101.2% year-over-year and 27.9% quarter-over-quarter

to $37.3 million.

-- Internet advertising revenue was $76.1 million in the second quarter of

2008, up 201.7% year-over-year and 53.6% quarter-over-quarter.

"We saw strong revenue and earnings growth in the second quarter of

2008. As a result of our focus on core businesses, our operating cash flow

increased significantly from the previous quarter. Although our business

was negatively impacted by the earthquake in May, business conditions

rebounded quickly in June. In addition, we expanded our network capacity

significantly in the second quarter. For example, the total installed base

of digital poster frames exceeded 25,000 units as of June 30, 2008 and is

well on its way towards our goal of a 50,000 to 60,000 installation base by

the year end," said Dr. Tan Zhi, CEO of Focus Media. "While we continue to

see strong advertising demand from consumer goods advertisers in China, in

particular, non-Olympic-sponsor advertisers are increasing their

advertising spending in the later half of the year after the Olympic Games.

Our large scale and highly effective media coverage of high-end urban

consumers in China differentiates us from competition. Our outlook for the

remainder of 2008 and 2009 is getting stronger."

Second Quarter Financial Results

For the second quarter of 2008, Focus Media reported total revenues

from continuing operations of $211.7 million, an increase of 106.8%

compared to $102.4 million for the second quarter of 2007, and an increase

of 31.1% compared to $161.6 million for the first quarter of 2008.

Our total digital out-of-home advertising revenue was $135.4 million in

the second quarter of 2008, an increase of 76.2% from $76.9 million in the

second quarter of 2007, and a sequential increase of 24.4% from $108.9

million in the first quarter of 2008. In the second quarter of 2008,

commercial location advertising revenue was $81.1 million, contributing

59.9% of total digital out-of-home advertising revenue. Advertising service

revenue from our in-store network was $17.0 million, or 12.6% of total

digital out-of-home advertising revenue. Advertising service revenue from

our in-elevator poster frame network placed primarily in the elevators of

residential buildings was $37.3 million in the second quarter of 2008, or

27.5% of total digital out-of- home advertising revenue.

As of June 30, 2008, the total installed base of LCD displays and

digital frames in our commercial location network was 123,140 nationwide,

including 117,440 displays through our directly owned networks, and 5,700

displays through our regional distributors. The total number of displays

installed in our in-store network including CGEN was 58,493 as of June 30,

2008, decreasing slightly from 61,420 as of March 31, 2008 due to our

continuing effort to optimize the combined in-store network coverage during

the integration of CGEN following our acquisition of it. The total number

of non-digital frames available for sale on our poster frame network was

250,966 as of June 30, 2008 and in addition, as of June 30, 2008, we had

25,019 digital frames installed in our poster frame network.

Internet advertising service revenue was $76.1 million in the second

quarter of 2008, an increase of 201.7% compared to $25.2 million for the

second quarter of 2007, and an increase of 53.6% compared to $49.6 million

for the first quarter of 2008.

Gross profit for the second quarter of 2008 was $89.4 million,

representing an increase of 61.5% compared to $55.3 million in the second

quarter of 2007 and a 36.5% increase compared to $65.5 million in the first

quarter of 2008. In the second quarter 2008, GAAP gross margin for the

company was 42.2%, increasing from 40.5% in the first quarter of 2008.

Excluding non-cash share-based compensation expense of $0.4 million and

acquisition-related intangible asset amortization expense of $7.2 million

in the cost of revenues, gross margin (non-GAAP) was 45.8% in the second

quarter of 2008. In the second quarter of 2008, excluding non-cash

share-based compensation expense and acquisition-related intangible asset

amortization expense, our digital out-of-home gross margin (non-GAAP)

improved to 56.4% from 53.5% in the first quarter of 2008, and our Internet

advertising gross margin (non-GAAP) improved to 26.9% from 26.3% in the

previous quarter.

In the second quarter of 2008, operating expenses totaled $46.1

million, including $3.3 million in acquired intangible asset amortization

resulting from acquisitions and non-cash share-based compensation expense

of $10.0 million. Selling and marketing expenses in the second quarter

totaled $27.4 million, including $3.3 million in acquired intangible asset

amortization and $4.6 million in share compensation expense. General and

administrative expense in the second quarter was $20.7 million, including

$5.4 million in share compensation expense. Our operating margin in the

second quarter of 2008 was 20.4% compared to 16.3% in the previous quarter.

Excluding non-cash share-based compensation expense and acquired intangible

asset amortization expense, our operating margin (non-GAAP) was 30.3% in

the second quarter 2008 compared to 28.2% in the first quarter of 2008.

Total intangible amortization expense in the second quarter of 2008

resulting from historical acquisitions was $10.4 million. Non-cash share-

based compensation expense was $10.4 million in the second quarter of 2008.

Total income tax expense was $8.8 million. We incurred an additional $0.6

million net expenses relating to the restructuring of our mobile handset

advertising business.

Net income for the second quarter of 2008 was $36.1 million. Net income

excluding non-cash share-based compensation expense, acquired intangible

assets amortization expense resulting from acquisitions and the

non-recurring impairment charge resulted from the restructuring of mobile

handset advertising business in the second quarter of 2008 (non-GAAP) was

$57.5 million, or $0.44 per fully diluted ADS.

Second quarter 2008 operating cash flow was $45.3 million. Our capital

expenditure was $29.9 million, mostly for purchase of digital frames and

our LED equipments in Beijing Central Business District (CBD) area. In the

second quarter of 2008, we incurred $11.7 million in cash outflow,

representing the cash held by our wireless subsidiaries upon disposal,

which amount has been fully provided in the impairment charges resulting

from wireless handset advertising business in the first quarter of 2008.

Day sales outstanding ("DSO") was 124 days in the second quarter. As of

June 30, 2008, the company had cash and cash equivalents of $361.5 million.

BUSINESS OUTLOOK

The Company estimates its total revenues for the third quarter of 2008

will range from $225 million to $235 million. Third quarter 2008 net income

excluding share-based compensation expenses and amortization of intangible

assets resulting from acquisitions (non-GAAP) is expected to be between $70

million and $72 million or $0.53 to $0.54 per fully diluted ADS based on

133 million average total ADS-equivalent-shares outstanding.

ANNOUNCEMENTS

Diana Chen, our Chief Operating Officer, has recently left the company

due to personal reasons. Diana was responsible for tier-II market

development for our commercial locations network and has contributed

tremendously to the growth of Focus Media during the last 3 years. Because

we have recently appointed several regional managers to manage the

operations in the tier-II markets, we will not seek to fill the COO vacancy

in the near future.

Focus Media will hold an Investor Day meeting on Friday September 5,

2008 at the New York Marriott Marquis, 1535 Broadway (between 45th and 46th

Streets), New York City, to provide general updates on the Company's

business. Presentations by Focus Media's management team are scheduled to

begin at 9:00 a.m. and conclude by approximately 12:00 p.m. New York local

time.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to Focus Media's consolidated financial results under GAAP,

the Company also provides non-GAAP financial measures, including non-GAAP

gross profit, non-GAAP gross margin, non-GAAP operating margin, non-GAAP

net income and non-GAAP earnings per fully diluted ADS, all excluding

non-cash share-based compensation and acquired intangible asset

amortization expense resulting from acquisitions. The Company believes that

these non-GAAP financial measures provide investors with another method for

assessing Focus Media's operating results in a manner that is focused on

the performance of its ongoing operations. Readers are cautioned not to

view non-GAAP results on a stand-alone basis or as a substitute for results

under GAAP, or as being comparable to results reported or forecasted by

other companies, and should refer to the reconciliation of GAAP results

with non-GAAP results in the attached financial information.

The Company believes that both management and investors benefit from

referring to these non-GAAP financial measures in assessing the performance

of Focus Media and when planning and forecasting future periods. The

Company computes its non-GAAP financial measures using the same consistent

method from quarter to quarter. The accompanying tables have more details

on the GAAP financial measures that are most directly comparable to

non-GAAP financial measures and the related reconciliation between these

financial measures.

Focus Media Holding Ltd.

Reconciliation of GAAP to Non-GAAP

(U.S. Dollar in thousands, except share data)

(Unaudited)

1. Reconciliation of GAAP gross profit, gross margin to non-GAAP gross

profit and gross margin.

Three months ended June 30, 2008

GAAP (a) (b) Non-GAAP

Gross profit

Commercial location 50,658 420 1,900 52,978

network

In-store network (1,408) - 882 (526)

In-elevator poster

frame network 21,647 - 2,348 23,995

Digital out-of-home 70,897 420 5,130 76,447

Internet Advertising 18,466 - 2,044 20,510

Others 9 - - 9

Total 89,372 420 7,174 99,692

Gross margin

Commercial location 62.5% 0.5% 2.3% 65.3%

network

In-store network (8.3%) 0.0% 5.2% (3.1%)

In-elevator poster

frame network 58.0% 0.0% 6.3% 64.3%

Digital out-of-home 52.3% 0.3% 3.8% 56.4%

Internet Advertising 24.3% 0.0% 2.7% 26.9%

Others 5.3% 0.0% 0.0% 5.3%

Total 42.2% 0.2% 3.4% 45.8%

Three months ended March 31, 2008

GAAP (a) (b) Non-GAAP

Gross profit

Commercial location

network 35,240 304 1,962 37,506

In-store network 28 - 857 885

In-elevator poster

frame network 17,533 - 2,348 19,881

Digital out-of-home 52,801 304 5,167 58,272

Internet Advertising 10,872 - 2,164 13,036

Others 1,787 - - 1,787

Total 65,460 304 7,331 73,095

Gross margin

Commercial location

network 56.4% 0.5% 3.1% 60.1%

In-store network 0.2% 0.0% 5.0% 5.1%

In-elevator poster

frame network 60.1% 0.0% 8.0% 68.1%

Digital out-of-home 48.5% 0.3% 4.7% 53.5%

Internet Advertising 21.9% 0.0% 4.4% 26.3%

Others 57.8% 0.0% 0.0% 57.8%

Total 40.5% 0.2% 4.5% 45.2%

(a) To adjust share-based compensation expenses

(b) To adjust amortization of acquisition related intangible assets

2. Reconciliation of net income, earnings per ADS and operating margin

from GAAP to non-GAAP:

Three months ended Six months ended

2008-6-30 2007-6-30 2008-3-31 2008-6-30 2007-6-30

GAAP net income /

(loss)

attributable

to shareholders $36,132 $37,715 $(53,810) $(17,678) $54,007

Amortization of

acquired intangible

assets 10,428 2,672 10,680 21,108 4,604

Share-based

compensation 10,421 4,919 8,624 19,045 9,436

Net loss from

discontinued

operations 562 - 79,322 79,884 -

Non-GAAP net

income $57,543 $45,306 $44,816 $102,359 $68,047

GAAP income/(loss)

per ADS - basic $0.29 $0.33 $(0.42) $(0.14) $0.48

GAAP income/(loss)

per ADS -

diluted $0.28 $0.32 $(0.41) $(0.13) $0.47

Non-GAAP income per

ADS - basic $0.45 $0.39 $0.35 $0.80 $0.61

Non-GAAP income per

ADS - diluted $0.44 $0.38 $0.34 $0.78 $0.59

Shares used in

calculating

diluted

GAAP /

Non-GAAP

income per

ADS 128,339,961 115,701,282 128,049,333 128,193,487 112,102,181

Shares used in

calculating

diluted

GAAP /

Non-GAAP

income per

ADS 130,776,141 119,385,064 131,394,654 131,057,713 115,473,182

GAAP income from

operations $43,290 $32,518 $26,310 $69,600 $52,608

Amortization of

acquired intangible

assets 10,428 2,336 10,680 21,108 4,604

Share-based

compensation 10,421 4,919 8,624 19,045 9,436

Non-GAAP income from

operations $64,139 $39,773 $45,614 $109,753 $66,648

Non-GAAP operating

margin 30.3% 38.8% 28.2% 29.4% 39.0%

TODAY'S CONFERENCE CALL

The Company will host a conference call to discuss the second quarter

2008 results at 9:00 p.m. U.S. Eastern Standard Time on August 17, 2008

(6:00 p.m. U.S. Pacific Time on August 17, 2008 and 9:00 a.m. Beijing/Hong

Kong Time on August 18, 2008). The dial-in details for the live conference

call are set forth below: U.S. Toll Free Number +1-866-270-6057, Hong Kong

dial-in number +852-3002-1672, International dial-in number

+1-617-213-8891; Pass code: 41966091.

A replay of the call will be available from August 18, 2008 until

August 25, 2008 (US Eastern Standard Time). The dial-in details for the

replay are set forth below: U.S. Toll Free Number +1-888-286-8010,

International dial-in number +1-617-801-6888; Pass code 74725216. A live

and archived web cast of this call will be available on the Focus Media web

site at http://ir.focusmedia.cn

ABOUT FOCUS MEDIA HOLDING LIMITED

Focus Media Holding Limited (Nasdaq: FMCN) is China's leading multi-

platform digital media company, operating the largest out-of-home

advertising network in China using audiovisual digital displays, based on

the number of locations and number of flat-panel television displays in our

network, and is also a leading provider of mobile handset advertising and

Internet marketing solutions in China. Through Focus Media's multi-platform

digital advertising network, the company reaches urban consumers at

strategic locations and point- of-interests over a number of media formats,

including audiovisual television displays in buildings and stores,

advertising poster frames and other new and innovative media, such as

outdoor light-emitting diode or LED digital billboard, mobile handset

advertising networks and Internet advertising platforms. As of June 30,

2008, Focus Media's digital out-of-home advertising network had

approximately 123,100 LCD display/digital frames in its commercial location

network, approximately 58,500 LCD displays in its in-store network and

approximately 275,900 advertising in-elevator poster and digital frames,

installed in over 90 cities throughout China, and approximately 200 outdoor

LED billboard displays in Shanghai. For more information about Focus Media,

please visit our website at ir.focusmedia.cn.

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements. These statements

are made under the "safe harbor" provisions of the U.S. Private Securities

Litigation Reform Act of 1995. These forward-looking statements can be

identified by terminology such as "will," "expects," "anticipates,"

"future," "intends," "plans," "believes," "estimates" and similar

statements. Among other things, the Business Outlook section and quotations

from management in this press release, as well as Focus Media's strategic

and operational plans, contain forward-looking statements. Focus Media may

also make written or oral forward-looking statements in its periodic

reports to the U.S. Securities and Exchange Commission on forms 20-F and

6-K, in its annual report to shareholders, in press releases and other

written materials and in oral statements made by its officers, directors or

employees to third parties. Statements that are not historical facts,

including statements about Focus Media's beliefs and expectations, are

forward-looking statements. Forward- looking statements involve inherent

risks and uncertainties. A number of important factors could cause actual

results to differ materially from those contained in any forward-looking

statement. Potential risks and uncertainties include, but are not limited

to, risks outlined in Focus Media's filings with the U.S. Securities and

Exchange Commission, including its registration statements on Form F-1,

F-3, F-6 and 20-F, in each case as amended. Focus Media does not undertake

any obligation to update any forward-looking statement, except as required

under applicable law.

Focus Media Holding Limited

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. Dollars in thousands)

2008-6-30 2007-12-31

ASSETS

Current assets

Cash and cash equivalents $361,515 $450,416

Investment in equity

securities and bank notes 48,476 90,145

Accounts receivables, net 321,361 206,102

Inventories 1,891 1,654

Prepaid expenses and other

current assets 26,080 58,885

Deposit paid for acquisition

of subsidiaries 43,815 40,402

Amount due from related parties 6,057 5,092

Rental deposits 38,524 28,763

Total current assets $847,719 $881,459

Rental deposits 5,872 5,302

Equipment, net 156,175 95,478

Acquired intangible assets, net 190,609 155,717

Goodwill 1,123,414 943,398

Other long term assets 44,330 58,183

Total assets $2,368,119 $2,139,537

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable $97,592 $50,379

Accrued expenses and other

current liabilities 206,805 190,313

Income taxes payable 29,462 21,391

Amount due to related parties 22,767 12,977

Deferred tax liabilities 14,966 1,227

Total liabilities of

discontinued operations 7,536 -

Total current liabilities $379,128 $276,287

Deferred tax liabilities 9,807 6,393

Total liabilities $388,935 $282,680

Minority interests 3,423 1,913

Shareholders' equity

Ordinary shares 33 32

Additional paid in capital 1,679,870 1,581,580

Retained earnings 219,041 236,718

Accumulated other

comprehensive income 76,817 36,614

Total shareholders' equity $1,975,761 $1,854,944

Total liabilities and

shareholders' equity $2,368,119 $2,139,537

Focus Media Holding Limited

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. Dollar in thousands, except share data)

Three months ended Six months ended

2008-6-30 2007-6-30 2008-3-31 2008-6-30 2007-6-30

Gross revenues

(note 4):

Digital out-

of-home:

Commercial

locations $87,110 $55,368 $68,131 $155,241 $90,286

In-store

network 18,797 7,998 19,077 37,874 15,324

In-elevator

poster frame

network 40,763 20,347 31,841 72,604 34,201

Internet

advertising 78,858 26,418 51,450 130,308 26,418

Other revenue 171 305 3,090 3,261 686

Total gross

revenues 225,699 110,436 173,589 399,288 166,915

Less: Sales

taxes 13,956 8,043 12,026 25,982 13,190

Total revenues 211,743 102,393 161,563 373,306 153,725

Cost of

revenues

(note 5):

Digital out-

of-home

Commercial

locations 30,456 18,055 27,215 57,671 30,953

In-store

network 18,428 5,187 17,243 35,671 10,214

In-elevator

poster frame

network 15,666 5,265 11,646 27,312 10,011

Internet

advertising 57,659 18,405 38,696 96,355 18,405

Total advertising

service costs 122,209 46,912 94,800 217,009 69,583

Other costs 162 138 1,303 1,465 303

Total cost of

revenues 122,371 47,050 96,103 218,474 69,886

Gross profit 89,372 55,343 65,460 154,832 83,839

Operating expenses:

General and

administrative

(note 5) 20,702 11,290 18,568 39,270 19,868

Selling and

marketing

(note 5) 27,392 12,656 22,412 49,804 21,994

Other operating

(income)/

expenses, net (2,012) (1,121) (1,830) (3,842) (2,377)

Total operating

expenses 46,082 22,825 39,150 85,232 39,485

Income from

operations 43,290 32,518 26,310 69,600 44,354

Interest

income, net 1,150 1,934 2,347 3,497 4,650

Other income

(expenses),

net 2,017 (55) 223 2,240 15

Income before

tax and

minority

interests 46,457 34,397 28,880 75,337 49,019

Income tax

expense

- Current 9,647 2,472 5,749 15,396 3,437

- Deferred (882) (500) (713) (1,595) (625)

Total income

taxes 8,765 1,972 5,036 13,801 2,812

Income before

minority

interests 37,692 32,425 23,844 61,536 46,207

Minority

Interests 999 13 198 1,197 (18)

Net income

from continued

operations 36,693 32,412 23,646 60,339 46,225

(Net loss)/

income from

discontinued

operations (616) 5,649 (76,852) (77,468) 8,256

Income tax (55) 346 604 549 474

Net income/

(loss) from

discontinued

operations (561) 5,303 (77,456) (78,017) 7,782

Net income/

(loss)

attributed to

shareholders $36,132 $37,715 $(53,810) $(17,678) $54,007

Income from

continued

operations -

basic $0.29 $0.28 $0.18 $0.47 $0.41

Income from

continued

operations -

diluted $0.28 $0.27 $0.18 $0.46 $0.40

Income from

discontinued

operations -

basic $(0.00) $0.05 $(0.60) $(0.61) $0.07

Income from

discontinued

operations -

diluted $(0.00) $0.05 $(0.60) $(0.60) $0.07

Income per

ADS - basic $0.28 $0.33 $(0.42) $(0.14) $0.48

Income per

ADS - diluted $0.28 $0.32 $(0.41) $(0.13) $0.47

Shares used

in calculating

basic income

per ADS 128,339,961 115,701,282 128,049,333 128,193,487 112,102,181

Shares used

in calculating

diluted income

per ADS 130,776,141 119,385,064 131,394,654 131,057,713 115,473,182

Focus Media Holding Limited

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(U.S. Dollar in thousands)

Three months ended Six months ended

2008-6-30 2007-6-30 2008-6-30 2007-6-30

Operating

activities:

Net income/(loss) $36,132 $37,715 $(17,678) $54,007

Adjustments to

reconcile net

income/(loss) to

net cash provided

by operating

activities:

Minority interest 999 13 1,197 (18)

Impairment

provisions for

discontinued

operations (2,267) - 77,054 -

Bad debt provision 2,018 1,620 3,433 2,416

Share based

compensation 10,421 4,919 19,045 9,436

Depreciation and

amortization 7,081 4,269 13,563 8,108

Amortization of

acquired intangible

assets 10,428 2,672 21,109 4,604

Changes in assets

and liabilities,

net of effects of

acquisitions (19,533) (21,754) (64,828) (21,983)

Net cash provided

by operating

activities 45,279 29,454 52,895 56,570

Investing

activities:

Purchase of equipment

and other long term

assets (29,947) (15,274) (48,742) (25,265)

Acquisition of an

intangible asset - (105) (1,767) (105)

Purchase of

subsidiaries, net

of cash acquired (19,155) (4,514) (104,145) (56,774)

Disposal of

subsidiaries (11,694) - (11,694) -

Deposits paid to

acquire

subsidiaries - (15,198) (13,369) (35,268)

Sales /(purchase)

of equity

securities and bank

notes 82,428 - 44,741 -

Investment in debt

securities - (18,735) - (40,715)

Net cash provided

/(used) in

investing

activities 21,632 (53,826) (134,976) (158,127)

Financing

activities:

Proceeds from

issuance of

ordinary shares,

net of issuance

costs 2,843 3,063 7,347 120,258

Proceeds from

short-term debts - - 370 -

Capital injection

from minority

shareholders - - 214 97

Repayment of short-

term debts (370) (656) (30,412) (3,771)

Net cash provided

by/(used in)

financing

activities 2,473 2,407 (22,481) 116,584

Effect of exchange

rate changes (3,837) 4,994 15,661 7,955

Net (decrease)

increase in cash

and cash

equivalents 65,547 (16,971) (88,901) 22,982

Cash and cash

equivalents,

beginning of period 295,968 204,563 450,416 164,610

Cash and cash

equivalents, end of

period $361,515 $187,592 $361,515 $187,592

Supplemental

disclosure of cash

flow information:

Income taxes paid $7,156 $297 $8,946 $577

Interest paid - - - -

Supplemental disclosure

of non-cash investing

activity:

Acquisition of

subsidiaries:

Value of ordinary

share consideration $71,927 $11,769 $71,927 $166,050

Accounts payable $17,401 $1,129 $17,401 $1,129

Notes:

Note 1: Basic income per ADS is computed by dividing income

attributable to holders of ordinary shares by the weighted

average number of ADS outstanding during the year/period.

Diluted income per ADS reflects the potential dilution that

could occur if securities or other contracts to issue ADS were

exercised or converted into ADS.

Note 2: The conversion of Renminbi ("RMB") amounts into USD amounts is

based on the rate of USD1 = RMB6.8591 on June 30, 2008 for

balance sheet accounts which dominated in RMB.

Note 3: Following the restructuring of our mobile handset advertising

business, we have disposed of, or have determined to dispose

of, 9 subsidiaries, which were mainly focusing on the push

based mobile advertising business. Each of these subsidiaries

represented a component of an entity as defined by SFAS No.144

"Accounting for the impairment or Disposal of Long-lived

Assets". As such, we have classified these subsidiaries as a

discontinued operation for all periods presented. Revenue

related to discontinued operations was approximately $0.4

million, $10.9 million and $11.3 million for each of the three

months ended June 30, 2008, 2007 and March 31, 2008,

respectively.

Note 4: Details of net revenues are as follows

(U.S. Dollars in thousands):

Three months ended Six months ended

2008-6-30 2007-6-30 2008-3-31 2008-6-30 2007-6-31

Gross revenues (note 4):

Gross Advertising

Service Revenue:

Digital out-of-home:

Commercial locations

- Unrelated

parties $86,452 $55,321 $67,754 $154,206 $87,734

- Related

parties 658 47 377 1,035 2,552

Total Commercial

Locations 87,110 55,368 68,131 155,241 90,286

In-store

Network

- Unrelated

parties 18,797 7,998 19,077 37,874 14,009

- Related

parties - - - - 1,315

Total in-store

network 18,797 7,998 19,077 37,874 15,324

In-elevator

Poster Frame

Network

- Unrelated

parties 40,763 20,249 31,841 72,604 34,103

- Related

parties - 98 - - 98

Total In-elevator

Poster Frame

Network 40,763 20,347 31,841 72,604 34,201

Internet advertising

- Unrelated

parties 77,394 26,088 51,079 128,473 26,088

- Related

parties 1,464 330 371 1,835 330

Total internet

advertising 78,858 26,418 51,450 130,308 26,418

Gross Advertising

Services Revenue: 225,528 110,131 170,499 396,027 166,229

Less: Sales taxes:

Digital out-of-home:

Commercial

locations: 5,996 4,308 5,676 11,672 7,582

In-store

Network 1,777 754 1,806 3,583 1,442

In-elevator

Poster Frame

Network 3,450 1,799 2,662 6,112 2,984

Internet

advertising 2,733 1,182 1,882 4,615 1,182

Total sales

taxes: 13,956 8,043 12,026 25,982 13,190

Net

Advertising

Service

Revenue 211,572 102,088 158,473 370,045 153,039

Add: Other

revenue: 171 305 3,090 3,261 686

Net revenues: $211,743 $102,393 $161,563 $373,306 $153,725

Note 5: Share-based compensation expense is comprised of the following

(U.S. Dollars in thousands):

Three months ended Six months ended

2008-6-30 2007-6-30 2008-3-31 2008-6-30 2007-6-31

Cost of

revenues $420 $284 $304 $724 $565

Selling and

marketing 4,573 2,084 4,577 9,150 4,145

General and

administrative 5,428 2,551 3,743 9,171 4,726

Sub-total $10,421 $4,919 $8,624 $19,045 $9,436

Note 6: The Company has performed a preliminary purchase price

allocation on its acquisition of CGEN, which occurred in the

first quarter of 2008 based on an internal valuation performed

by management. The purchase price allocation will be finalized

once management has assessed the pending results of independent

third party valuations.

Note 7: Earnings per ADS is based on the new conversion ratio of 1 ADS

to 5 ordinary shares, effective as of April 11, 2007. The

comparative numbers haven been adjusted to reflect the

conversion.

Note 8: The $0.6 million loss from discontinued operations resulting

from mobile handset advertising business restructuring includes

1) additional impairment loss of acquired intangibles and

goodwill of $6.0 million resulting from our discontinue WAP

advertising business; 2) loss from the operation of

discontinued business in the second quarter of 2008 amounting

to $4.9 million; 3) increase in estimated fair value of the

recoverable amount by $2.4 million; and 4) reduction in the

estimated cost to sell by $ 7.7 million.

Focus Media Holding Ltd.

Reconciliation of GAAP to Non-GAAP

(U.S. Dollar in thousands, except percentages, share and per-share data)

(Unaudited)

1. Reconciliation of GAAP gross profit, gross margin to non-GAAP gross

profit and gross margin.

Three months ended June 30, 2008

GAAP (a) (b) Non-GAAP

Gross profit

Commercial location 50,658 420 1,900 52,978

network

In-store network (1,408) - 882 (526)

In-elevator poster 21,647 - 2,348 23,995

frame network

Digital out-of-home 70,897 420 5,130 76,447

Internet Advertising 18,466 - 2,044 20,510

Others 9 - - 9

Total 89,372 420 7,174 96,966

Gross margin

Commercial location 62.5% 0.5% 2.3% 65.3%

network

In-store network (8.3%) 0.0% 5.2% (3.1%)

In-elevator poster 58.0% 0.0% 6.3% 64.3%

frame network

Digital out-of-home 52.3% 0.3% 3.8% 56.4%

Internet Advertising 24.3% 0.0% 2.7% 26.9%

Others 5.3% 0.0% 0.0% 5.3%

Total 42.2% 0.2% 3.4% 45.8%

Three months ended March 31, 2008

GAAP (a) (b) Non-GAAP

Gross profit

Commercial location

network 35,240 304 1,962 37,506

In-store network 28 - 857 885

In-elevator poster

frame network 17,533 - 2,348 19,881

Digital out-of-home 52,801 304 5,167 58,272

Internet Advertising 10,872 - 2,164 13,036

Others 1,787 - - 1,787

Total 65,460 304 7,331 73,095

Gross margin

Commercial location

network 56.4% 0.5% 3.1% 60.1%

In-store network 0.2% 0.0% 5.0% 5.1%

In-elevator poster

frame network 60.1% 0.0% 8.0% 68.1%

Digital out-of-home 48.5% 0.3% 4.7% 53.5%

Internet Advertising 21.9% 0.0% 4.4% 26.3%

Others 57.8% 0.0% 0.0% 57.8%

Total 40.5% 0.2% 4.5% 45.2%

(a) To adjust share-based compensation expenses

(b) To adjust amortization of acquisition related intangible assets

2. Reconciliation of net income, earnings per ADS and operating margin

from GAAP to non-GAAP:

Three months ended Six months ended

2008-6-30 2007-6-30 2008-3-31 2008-6-30 2007-6-30

GAAP net income /

(loss)

attributable to

shareholders $36,132 $37,715 $(53,810) $(17,678) $54,007

Amortization of

acquired intangible

assets 10,428 2,672 10,680 21,108 4,604

Share-based

compensation 10,421 4,919 8,624 19,045 9,436

Loss from impairment

of discontinued

operations

(Note 8) 562 - 79,322 79,884 -

Non-GAAP net

income $57,543 $45,306 $44,816 102,359 $68,047

GAAP income/(loss)

per ADS - basic $0.28 $0.33 $(0.42) $(0.14) $0.48

GAAP income/(loss)

per ADS -

diluted $0.28 $0.32 $(0.41) $(0.13) $0.47

Non-GAAP income per

ADS - basic $0.45 $0.39 $0.35 $0.80 $0.61

Non-GAAP income per

ADS - diluted $0.44 $0.38 $0.34 $0.78 $0.59

Shares used in

calculating diluted

GAAP / Non-GAAP

income per

ADS 128,339,961 115,701,282 128,049,333 128,193,487 112,102,181

Shares used in

calculating diluted

GAAP / Non-GAAP

income per

ADS 130,776,141 119,385,064 131,394,654 131,057,713 115,473,182

GAAP income from

operations $43,290 $32,518 $26,310 $69,600 $52,608

Amortization of

acquired

intangible

assets 10,428 2,336 10,680 21,108 4,604

Share-based

compensation 10,421 4,919 8,624 19,045 9,436

Non-GAAP income

from

operations $64,139 $39,773 $45,614 $109,753 $66,648

Non-GAAP operating

margin 30.3% 38.8% 28.2% 29.4% 39.0%

Source: Focus Media Holding Limited
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