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Focus Media Reports First Quarter 2008 Results

SHANGHAI, China, June 5 /Xinhua-PRNewswire/ -- Focus Media Holding Limited (Nasdaq: FMCN), China's leading multi-platform digital media company, today announced its unaudited financial results for the first quarter ended March 31, 2008.

    Highlights for first quarter 2008:

    -- Total GAAP revenues grew 214.7% year-over-year to $161.6 million.
       Total GAAP revenues exclude $11.3 million of revenue from our mobile
       handset advertising business which is classified as discontinued
       operation.

    -- GAAP net loss for the first quarter was $53.8 million or $0.42 per
       fully diluted ADS.  The GAAP net loss includes a non-recurring loss of
       $79.3 million resulting from the restructuring of our mobile handset
       advertising business.

    -- 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 first
       quarter was $44.8 million or $0.34 per fully diluted ADS.

    -- In the first quarter of 2008, digital out-of-home advertising revenue
       was $108.7 million, up 113.4% year-over-year.
       -- Advertising service revenue from our commercial location network,
          including revenue from our LCD display networks, outdoor digital and
          non-digital billboard networks and movie theater advertising network,
          grew 96.8% year-over-year to $62.3 million.
       -- Advertising service revenue from our in-store network, including
          revenues from CGEN Digital Media Company Limited ("CGEN"), was $17.3
          million, an increase of 160.2% year-over-year.  On January 2, 2008,
          we completed the acquisition of CGEN, which has significantly
          strengthened our market leadership in the in-store advertising
          market.
       -- Advertising service revenue from our in-elevator poster frame
          network grew 130.3% year-over-year to $29.2 million

    -- Internet advertising revenue was $49.6 million in the first quarter of
       2008.

Dr. Tan Zhi, Chief Executive Officer of Focus Media said, "Our Q1 2008 results were affected by the restructuring of our wireless handset advertising business announced previously. Our digital out-of-home and Internet advertising businesses continued to perform strongly in the first quarter. The recent earthquake in Sichuan province will have a negative impact on our operations in the second quarter, especially to advertising revenues from our networks in the earthquake region, namely Chengdu and Chongqing. However, we believe such affect will be limited to the near term and we continue to look for a strong second-half in 2008."

First Quarter Financial Results

For the first quarter of 2008, Focus Media reported total revenues from continuing operations of $161.6 million, an increase of 214.7% compared to $51.3 million for the first quarter of 2007.

Our total digital out-of-home advertising revenue was $108.7 million in the first quarter of 2008, an increase of 113.4% from $51.0 million in the first quarter of 2007. In the first quarter of 2008, commercial location advertising revenue, outdoor LED and movie theatre advertising, was $62.3 million, contributing 57.3% of total digital out-of-home advertising revenue. Advertising service revenue from our in-store network was $17.3 million, or 15.9% 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 complexes was $29.2 million in the first quarter of 2008, or 26.8% of total digital out-of-home advertising revenue.

As of March 31, 2008, the total installed base of LCD displays and digital frames in our commercial location network was 119,240 nationwide, including 114,426 displays through our directly owned networks, and 4,814 displays through our regional distributors. The total number of displays installed in our in-store network including CGEN was 61,420 as of March 31, 2008. The total number of non-digital frames available for sale on our poster frame network was 225,473 as of March 31, 2008. In addition, as of March 31, 2008, we had 21,447 digital frames installed on our poster frame network.

Internet advertising service revenue was $49.6 million in the first quarter of 2008, lower than $57.2 million in the fourth quarter of 2008 due to seasonality, as the first quarter has historically been the Company's weakest quarter for advertising revenues.

Gross profit for the first quarter of 2008 was $65.5 million, representing an increase of 129.7% compared to $28.5 million in the first quarter of 2007. In the first quarter 2008, GAAP gross margin for the Company was 40.5%, as compared to 47.8% in the fourth quarter of 2007, mainly due to the contribution from the lower-margin Internet advertising operations. Excluding non-cash share-based compensation expense of $0.3 million and acquisition- related intangible asset amortization expense of $7.3 million in the cost of revenues, gross margin (non-GAAP) was 45.2% in the first quarter of 2008. In the first quarter of 2008, excluding non-cash share-based compensation expense and acquisition-related intangible asset amortization expense, digital out-of- home gross margin (non-GAAP) was 53.9%; Internet advertising gross margin (non-GAAP) was 26.3%.

In the first quarter of 2008, operating expenses totaled $39.2 million, including $3.3 million in acquired intangible asset amortization resulting from acquisitions and non-cash share-based compensation expense of $8.3 million. Selling and marketing expenses in the first quarter totaled $22.4 million, including $3.3 million in acquired intangible asset amortization and $4.6 million in share compensation expense. General and administrative expense in the first quarter was $18.6 million, including $3.7 million in share compensation expense. Our operating margin in the first quarter of 2008 was 16.3%. Excluding non-cash share-based compensation expense and acquired intangible asset amortization expense, our operating margin (non-GAAP) was 28.2% in the first quarter 2008 compared to 36.6% in the fourth quarter of 2007.

Total intangible amortization expense in the first quarter of 2008 resulting from historical acquisitions was $10.7 million. Non-cash share- based compensation expense was $8.6 million in the first quarter of 2008, or 5.3% of total revenues. Total income tax expense was $5.0 million.

In the first quarter of 2008, due to the restructuring of our mobile handset advertising business, we recorded a $79.3 million impairment charge to reduce the carrying value of the business to its estimated fair value less cost to sell and accrue for legal and contingent acquisition consideration payments. As a result, we incurred a GAAP loss for the first quarter of 2008 of $53.8 million, or $0.42 per fully diluted ADS. 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 first quarter of 2008 (non-GAAP) was $44.8 million, or $0.34 per fully diluted ADS.

First quarter 2008 operating cash flow was $7.6 million. Day sales outstanding ("DSO") was 127 days in the first quarter mainly due to the consolidation of $40.7 million accounts receivables from CGEN at the end of Q1 2008 and longer receivable cycles of our Internet advertising business. As of March 31, 2008, the Company had cash and cash equivalents of $283.0 million.

BUSINESS OUTLOOK

Due to the impact of the recent earthquake in Sichuan province, our full year 2008 revenue guidance excluding discontinued wireless advertising operations is revised to be between $820 million to $850 million as compared to the previous guidance of between announced $860 million to $890 million, Full year 2008 net income from continued operations excluding share-based compensation expenses, amortization of intangible assets resulting from acquisitions and one-time non-recurring impairment charge resulted from the restructuring of mobile handset advertising business (non-GAAP) to be between US$240 million and US$260 million, or $1.76 to $1.91 per fully diluted ADS based on 136 million annual average total ADS equivalent shares outstanding, as compared to the previous guidance of between US$260 million and US$280 million.

The Company estimates its total revenues for the second quarter of 2008 will range from $190 million to $195 million. Second quarter 2008 net income excluding share-based compensation expenses and amortization of intangible assets resulting from acquisitions (non-GAAP) is expected to be between $54 million and $55 million or $0.40 to $0.41 per fully diluted ADS based on 133 million average total ADS equivalent shares outstanding.

ANNOUNCEMENTS

Focus Media will hold an Analyst Day meeting on Monday June 30, 2008 in its headquarter office: 29/F, No. 369 Jiangsu Road, Shanghai, PR China to provide general updates on the business. Presentations by Focus Media's management team are scheduled to begin at 1:00 p.m. and conclude by approximately 5:00 p.m. Beijing 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. Dollars 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.

                                                3 months ended March 31, 2008
                                               GAAP     (a)    (b)    Non-GAAP

    Gross profit
     Commercial location network              35,732    304   1,817    37,853
     In-store network                             28     --     857       885
     Poster frame network                     17,533     --   2,348    19,881
    Digital out-of-home                       53,293    304   5,022    58,619
    Mobile Handset Advertising Network          (492)    --     145      (347)
    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               57.4%   0.5%    2.9%     60.8%
     In-store network                           0.2%   0.0%    5.0%      5.1%
     Poster frame network                      60.1%   0.0%    8.0%     68.1%
    Digital out-of-home                        49.0%   0.3%    4.6%     53.9%
    Mobile Handset Advertising Network       (298.2%)  0.0%   87.9%   (210.2%)
    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%


                                              3 months ended December 31, 2007
                                               GAAP     (a)    (b)    Non-GAAP

    Gross profit
     Commercial location network              47,356    126   3,089    50,571
     In-store network                           (981)    --      --      (981)
     Poster frame network                     19,773     --   3,830    23,603
    Digital out-of-home                       66,148    126   6,919    73,193
    Mobile Handset Advertising Network          (566)    --      --      (566)
    Internet Advertising                      15,076     --   2,165    17,241
    Others                                       (63)    --      --       (63)
    Total                                     80,595    126   9,084    89,805

    Gross margin
     Commercial location network               64.5%   0.2%    4.2%     68.9%
     In-store network                         (15.2%)  0.0%    0.0%    (15.2%)
     Poster frame network                      63.4%   0.0%   12.3%     75.7%
    Digital out-of-home                        59.6%   0.1%    6.2%     65.9%
    Mobile Handset Advertising Network       (379.9%)  0.0%    0.0%   (379.9%)
    Internet Advertising                       26.4%   0.0%    3.8%     30.1%
    Others                                    (20.3%)  0.0%    0.0%    (20.3%)
    Total                                      47.8%   0.1%    5.4%     53.2%

    (a) To adjust share-based compensation expenses
    (b) To adjust amortization of acquisition related intangible assets


    2. Reconciliation of net income, earnings per share and operating margin
from GAAP to Non-GAAP:

                                                   Three months ended
                                         2008-3-31     2007-3-31   2007-12-31

    GAAP net income / (loss)
     attributable to shareholders         $(53,810)     $16,292      $43,816
     Amortization of acquired
      intangible assets                     10,680        1,932       16,862
     Share-based compensation                8,624        4,517        7,338
    Loss from impairment of
     discontinued operations (Note 8)       79,322           --           --
    Non-GAAP net income                    $44,816      $22,741      $68,016

    GAAP income/(loss) per ADS - basic      $(0.42)       $0.15        $0.35
    GAAP income/(loss) per ADS - diluted    $(0.42)       $0.15        $0.34
    Non-GAAP income per ADS - basic          $0.35        $0.21        $0.54
    Non-GAAP income per ADS - diluted        $0.34        $0.21        $0.52

    Shares used in calculating diluted
     GAAP / Non-GAAP income per ADS    128,049,333  107,179,635  125,710,757
    Shares used in calculating diluted
     GAAP / Non-GAAP income per ADS    131,394,654  110,390,777  129,831,533

    GAAP income from operations            $26,310      $11,836      $40,583
    Amortization of acquired
     intangible assets                      10,680        1,637       13,879
    Share-based compensation                 8,624        4,517        7,338
    Non-GAAP income from operations        $45,614      $17,990      $61,880

    Non-GAAP operating margin                28.2 %       35.0 %       36.6 %


    TODAY'S CONFERENCE CALL

The Company will host a conference call to discuss the first quarter 2008 results at 9:00 p.m. U.S. Eastern Time on June 5, 2008 (6:00 p.m. U.S. Pacific Time on June 5, 2008 and 9:00 a.m. Beijing/Hong Kong Time on June 6, 2008). The dial-in details for the live conference call are set forth below: U.S. Toll Free Number +1-800-638-5439, Hong Kong dial-in number +852-3002-1672, International dial-in number +1-617-614-3945; Pass code: 25224862.

A replay of the call will be available from June 5, 2008 until June 12, 2008 (US Eastern Time). The dial-in details for the replay are set forth below: U.S. Toll Free Number +1-888-286-8010, International dial-in number +1-617-801-6888; Pass code 22983881.

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 March 31, 2008, Focus Media's digital out-of-home advertising network had approximately 119,200 LCD display in its commercial location network, approximately 61,400 LCD displays in its in-store network and 246,900 advertising in-elevator poster 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 http://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.

    Investor and Media contact:
     Jie Chen
     Tel:   +86-21-3212-4661*6607
     Email: ir@focusmedia.cn



                         FOCUS MEDIA HOLDING LIMITED
               UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                         (U.S. Dollars in thousands)

                                              2008-3-31           2007-12-31
    ASSETS
    Current assets
      Cash and cash equivalents                $282,953             $450,416
      Investment in equity securities           128,550               90,145
      Accounts receivables, net                 251,774              206,102
      Inventories                                 2,023                1,654
      Prepaid expenses and other
       current assets                            23,608               58,885
      Deposit paid for acquisition
       of subsidiaries                           49,730               40,402
      Amount due from related parties             3,825                5,092
      Rental deposits                            34,763               28,763
      Total assets of discontinued operations    17,512                   --
    Total current assets                       $794,738             $881,459
     Rental deposits                              6,582                5,302
     Equipment, net                             129,483               95,478
     Acquired intangible assets, net            197,083              155,717
     Goodwill                                 1,048,516              943,398
     Other long term assets                      43,801               58,183
    Total assets                             $2,220,203           $2,139,537

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities
     Short term debt                               $370                  $--
     Accounts payable                            69,903               50,379
     Accrued expenses and other
      current liabilities                       207,509              190,313
     Income taxes payable                        24,666               21,391
     Amount due to related parties               14,260               12,977
     Deferred tax liabilities                    14,625                1,227
     Total liabilities of
      discontinued operations                    35,592                   --
    Total current liabilities                  $366,925             $276,287

     Deferred tax liabilities                    10,140                6,393
    Total liabilities                          $377,065             $282,680

     Minority interests                           2,083                1,913

     Shareholders' equity
      Ordinary shares                                32                   32
      Additional paid in capital              1,594,706            1,581,580
      Retained earnings                         182,908              236,718
      Accumulated other comprehensive income     63,409               36,614
     Total shareholders' equity              $1,841,055           $1,854,944
     Total liabilities and
      shareholders' equity                   $2,220,203           $2,139,537



                         FOCUS MEDIA HOLDING LIMITED
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                (U.S. Dollars in thousands, except share data)

                                                   Three months ended
                                           2008-3-31   2007-3-31  2007-12-31

    Gross revenues (note 4):
    Digital out-of-home:
     Commercial locations                    $67,957     $34,918     $80,128
     In-store network                         19,077       7,326       7,150
     In-elevator poster frame network         31,841      13,854      34,079
    Mobile handset advertising                   174          --         156
    Internet advertising                      51,450          --      59,318
    Other revenue                              3,090         381         310
    Total gross revenues                     173,589      56,479     181,141
    Less: Sales taxes                         12,026       5,147      12,434
    Total revenues                           161,563      51,332     168,707

    Cost of revenues (note 5):
    Digital out-of-home
     Commercial locations                     26,558      12,898      26,034
     In-store network                         17,243       5,027       7,456
     In-elevator poster frame network         11,646       4,746      11,419
    Mobile handset advertising                   657          --         715
    Internet advertising                      38,696          --      42,115
    Total advertising service costs           94,800      22,671      87,739
    Other costs                                1,303         165         373
    Total cost of revenues                    96,103      22,836      88,112
    Gross profit                              65,460      28,496      80,595

    Operating expenses:
    General and administrative (note 5)       18,568       8,578      16,593
    Selling and marketing (note 5)            22,412       9,338      24,956
    Other operating (income)/
     expenses, net                            (1,830)     (1,256)     (1,537)
    Total operating expenses                  39,150      16,660      40,012
    Income from operations                    26,310      11,836      40,583
     Interest income, net                      2,347       2,716       3,492
    Other income (expenses), net                 223          70       2,702

    Income before tax and minority interests  28,880      14,622      46,777
     Income tax expense
      - Current                                5,749         965       4,754
      - Deferred                                (713)       (125)       (267)
     Total income taxes                        5,036         840       4,487
    Income before minority interests          23,844      13,782      42,290
     Minority Interests                          198         (31)        713
    Net income from continued operations      23,646      13,813      41,577

   (Net loss)/income from
     discontinued operations                 (76,852)      2,607       3,401
    Income tax                                   604         128       1,162
    Net income/(loss) from discontinued
     operations                              (77,456)      2,479       2,239

    Net income/(loss) attributed to
     shareholders                            (53,810)     16,292      43,816

    Income from continued
     operations - basic                        $0.18       $0.13       $0.33
    Income from continued
     operations - diluted                      $0.18       $0.13       $0.32

    Income from discontinued
     operations - basic                       $(0.60)      $0.00       $0.02
    Income from discontinued
     operations - diluted                     $(0.60)      $0.00       $0.02

     Income per ADS - basic                   $(0.42)      $0.13       $0.35
     Income per ADS - diluted                 $(0.42)      $0.13       $0.34
     Shares used in calculating basic
      income per ADS                     128,049,333 107,179,635 125,710,757
     Shares used in calculating diluted
      income per ADS                     131,394,654 110,390,777 129,831,533



                         FOCUS MEDIA HOLDING LIMITED
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
                         (U.S. Dollars in thousands)

                                        2008-3-31    2007-3-31    2007-12-31

    Operating activities:
     Net income/(loss)                   $(53,810)     $16,292       $43,816
     Adjustments to reconcile net
      income/(loss) to net cash
      provided by operating activities:
     Minority interest                        198          (31)          713
     Impairment provisions                 79,322           --            --
     Bad debt provision                     1,415          796           920
     Share based compensation               8,624        4,517         7,338
     Depreciation and amortization          6,481        3,838         6,223
     Amortization of acquired
      intangible assets                    10,680        1,932        16,862
     Changes in assets and
      liabilities, net of effects of
      acquisitions                        (45,294)      (3,369)      (10,435)
    Net cash provided by
     operating activities                  $7,616      $23,975       $65,437

    Investing activities:
     Purchase of equipment and other
      long term assets                    (18,795)      (6,633)      (18,852)
     Acquisition of an intangible asset    (1,767)          --            --
     Purchase of subsidiaries, net of
      cash acquired                       (84,989)     (52,260)      (34,041)
     Deposits paid to acquire
      subsidiaries                        (13,369)     (20,069)      (15,796)
     Issuance of loan receivables              --           --       (30,000)
     Purchases of available-for-sale
      securities                          (37,688)     (21,980)      (38,632)
    Net cash used in investing
     activities                         $(156,608)   $(100,942)    $(137,321)

    Financing activities:
     Proceeds from issuance of
      ordinary shares, net of
      issuance costs                        4,503      117,195       326,272
     Proceeds from short-term debts           370           --            --
     Capital injection from minority
      shareholders                            214           97            --
     Repayment of short-term debts        (30,041)      (3,115)           --
    Net cash provided by/(used in)
     financing activities                $(24,954)    $114,177      $326,272
    Effect of exchange rate changes        19,498        2,742         5,785

    Net (decrease) increase in cash
     and cash equivalents               $(154,448)     $39,952      $260,173
    Cash and cash equivalents,
     beginning of period                  450,416      164,611       190,243

    Cash and cash equivalents,
     end of period                       $295,968     $204,563      $450,416

    Supplemental disclosure of cash
     flow information:
     Income taxes paid                     $1,790         $280          $211
     Interest paid                            $--          $--            $8

    Supplemental disclosure of
     non-cash investing activity:
    Acquisition of subsidiaries:
      Value of ordinary share
       consideration                          $--     $154,281           $--
      Accounts payable                    $25,247       $3,892       $16,935


    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 = RMB7.019 on March 31, 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 we will dispose of, 10 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 $11.3 million, $6.0 million and $15.8 million for each of the three months ended March 31, 2008, 2007 and December 31, 2007, respectively.

    Note 4: Details of net revenues are as follows (U.S. Dollars in thousands):


                                                   Three months ended
                                           2008-3-31   2007-3-31  2007-12-31
    Gross Advertising Service Revenue:
    Digital out-of-home:
     Commercial locations
      - Unrelated parties                    $67,580     $32,413     $80,021
      - Related parties                          377       2,505         107
    Total Commercial Locations                67,957      34,918      80,128
     In-store Network
      - Unrelated parties                     19,077       6,011       7,150
      - Related parties                           --       1,315          --
    Total in-store network                    19,077       7,326       7,150
     In-elevator Poster Frame Network
      - Unrelated parties                     31,841      13,845      34,025
      - Related parties                           --           9          54
    Total In-elevator Poster Frame Network    31,841      13,854      34,079

    Mobile handset advertising
      - Unrelated parties                        174          --         156
      - Related parties                           --          --          --
    Total mobile handset advertising             174          --         156

    Internet advertising
      - Unrelated parties                     51,079          --      58,965
      - Related parties                          371          --         353
    Total internet advertising                51,450          --      59,318

    Gross Advertising Services Revenue:      170,499      56,098     180,831

    Less: Sales taxes:
     Digital out-of-home:
      Commercial locations:                    5,667       3,274       6,738
      In-store Network                         1,806         688         675
      In-elevator Poster Frame Network         2,662       1,185       2,887
     Mobile handset advertising                    9          --           7
     Internet advertising                      1,882          --       2,127
    Total sales taxes:                        12,026       5,147      12,434

    Net Advertising Service Revenue          158,473      50,951     168,397
    Add: Other revenue:                        3,090         381         310
    Net revenues:                           $161,563     $51,332    $168,707


    Note 5: Share-based compensation expense is comprised of the following
(U.S. Dollars in thousands):

                                                  Three months ended
                                           2008-3-31   2007-3-31  2007-12-31

     Cost of revenues                           $304        $281        $126
     Selling and marketing                     4,577       2,061       3,005
     General and administrative                3,743       2,175       4,207
    Sub-total                                 $8,624      $4,517      $7,338

Note 6: The Company has performed preliminary purchase price allocation on their 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 $79.3 million impairment charge resulting from wireless handset advertising business restructuring includes 1) impairment loss of acquired intangibles and goodwill of $14.4 million and $23.2 million, respectively; 2) contingent purchase consideration and legal cost accrual of $19.1 million; and 3) $22.6 million loss from write-down the carry amount of the discontinued operations other than acquired intangibles and goodwill to its fair value.


                           Focus Media Holding Ltd.
                      Reconciliation of GAAP to Non-GAAP
  (U.S. Dollars 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.

                                                3 months ended March 31, 2008
                                               GAAP     (a)    (b)    Non-GAAP

    Gross profit
     Commercial location network              35,732    304   1,817    37,853
     In-store network                             28     --     857       885
     Poster frame network                     17,533     --   2,348    19,881
    Digital out-of-home                       53,293    304   5,022    58,619
    Mobile Handset Advertising Network          (492)    --     145      (347)
    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               57.4%   0.5%    2.9%     60.8%
     In-store network                           0.2%   0.0%    5.0%      5.1%
     Poster frame network                      60.1%   0.0%    8.0%     68.1%
    Digital out-of-home                        49.0%   0.3%    4.6%     53.9%
    Mobile Handset Advertising Network       (298.2%)  0.0%   87.9%   (210.2%)
    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%


                                              3 months ended December 31, 2007
                                               GAAP     (a)    (b)    Non-GAAP

    Gross profit
     Commercial location network              47,356    126   3,089    50,571
     In-store network                           (981)    --      --      (981)
     Poster frame network                     19,773     --   3,830    23,603
    Digital out-of-home                       66,148    126   6,919    73,193
    Mobile Handset Advertising Network          (566)    --      --      (566)
    Internet Advertising                      15,076     --   2,165    17,241
    Others                                       (63)    --      --       (63)
    Total                                     80,595    126   9,084    89,805

    Gross margin
     Commercial location network               64.5%   0.2%    4.2%     68.9%
     In-store network                         (15.2%)  0.0%    0.0%    (15.2%)
     Poster frame network                      63.4%   0.0%   12.3%     75.7%
    Digital out-of-home                        59.6%   0.1%    6.2%     65.9%
    Mobile Handset Advertising Network       (379.9%)  0.0%    0.0%   (379.9%)
    Internet Advertising                       26.4%   0.0%    3.8%     30.1%
    Others                                    (20.3%)  0.0%    0.0%    (20.3%)
    Total                                      47.8%   0.1%    5.4%     53.2%

    (a) To adjust share-based compensation expenses
    (b) To adjust amortization of acquisition related intangible assets


    2. Reconciliation of net income, earnings per share and operating margin
from GAAP to Non-GAAP:

                                                   Three months ended
                                         2008-3-31     2007-3-31   2007-12-31

    GAAP net income / (loss)
     attributable to shareholders         $(53,810)     $16,292      $43,816
     Amortization of acquired
      intangible assets                     10,680        1,932       16,862
     Share-based compensation                8,624        4,517        7,338
    Loss from impairment of
     discontinued operations (Note 8)       79,322           --           --
    Non-GAAP net income                    $44,816      $22,741      $68,016

    GAAP income/(loss) per ADS - basic      $(0.42)       $0.15        $0.35
    GAAP income/(loss) per ADS - diluted    $(0.42)       $0.15        $0.34
    Non-GAAP income per ADS - basic          $0.35        $0.21        $0.54
    Non-GAAP income per ADS - diluted        $0.34        $0.21        $0.52

    Shares used in calculating diluted
     GAAP / Non-GAAP income per ADS    128,049,333  107,179,635  125,710,757
    Shares used in calculating diluted
     GAAP / Non-GAAP income per ADS    131,394,654  110,390,777  129,831,533

    GAAP income from operations            $26,310      $11,836      $40,583
    Amortization of acquired
     intangible assets                      10,680        1,637       13,879
    Share-based compensation                 8,624        4,517        7,338
    Non-GAAP income from operations        $45,614      $17,990      $61,880

    Non-GAAP operating margin                28.2 %       35.0 %       36.6 %

SOURCE  Focus Media Holding Limited
    -0-                             06/05/2008
    /CONTACT: Jie Chen at +86-21-3212-4661*6607 or ir@focusmedia.cn/
    /Web site: http://ir.focusmedia.cn/
    (FMCN)

CO:  Focus Media Holding Limited
ST:  China
IN:  ADV CPR MLM
SU:  ERN ERP CCA ASI





JH
-- CNTH035 --
8047 06/05/2008 16:05 EDT http://www.prnewswire.com
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