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Focus Media Reports First Quarter 2009 Results
SHANGHAI, June 19, 2009 /PRNewswire-Asia via COMTEX/ -- Focus Media Holding Limited (Nasdaq: FMCN), China's largest digital media group, today announced its unaudited financial results for the first quarter ended March 31, 2009.

Basis of Presentation

On December 22, 2008, the Company announced that it entered into a definitive agreement with SINA Corporation ("SINA") to sell substantially all of the assets of Focus Media's digital out-of-home advertising networks, including the LCD display network, poster frame network and certain in-store networks. The transaction is subject to customary closing conditions and certain regulatory approvals. Under the terms of the agreement, upon closing, SINA will issue 47 million newly issued ordinary shares to the Company as the consideration for the acquired assets. The Company will then distribute the SINA shares to its shareholders shortly after the closing. As a result of the above transaction, these lines of business have been accounted for as discontinued operations in accordance with U.S. GAAP. The assets to be sold to SINA as a business held-for-sale in accordance with US GAAP are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. Therefore, non-GAAP financial measure for discontinued operations in the first quarter of 2009 excluded not only the non-cash share-based compensation, acquired intangible asset amortization expense resulting from acquisitions, impairment charges of goodwill, acquired intangible assets and fixed assets but also depreciation expenses of fixed assets.

    Highlights for First Quarter 2009:

    -- Net revenue for continuing operations was $66.7 million, declining 24%
       from $87.2 million for the fourth quarter of 2008 and declining 14%
       from $78.0 million for the first quarter of 2008 and surpassing the
       Company's previous guidance of no less than $55.5 million.
    -- Net revenue for discontinued operations was $64.4 million, a sequential
       decrease of 39% from $104.9 million for the fourth quarter of 2008 and
       decrease of 23% from $83.6 million for the first quarter of 2008 and
       slightly below the Company's previous guidance of no less than $65.7
       million.
    -- Net loss from continuing operations was $17.7 million, compared to net
       loss from continuing operations of $424.5 million for the fourth
       quarter of 2008 and net income from continuing operations of $1.0
       million for the first quarter of 2008.
    -- Non-GAAP net income from continuing operations was $3.3 million,
       compared to non-GAAP net income from continuing operations of $5.0
       million for the fourth quarter of 2008 and non-GAAP net income from
       continuing operations of $10.0 million for the first quarter of 2008.
    -- Net income from discontinued operations was $12.0 million, compared to
       net loss from discontinued operations of $380.3 million for the fourth
       quarter of 2008 and net loss from discontinued operations of $54.6
       million for the first quarter of 2008.  As explained in "basis of
       presentation" above, discontinued operations, as the assets to be sold
       to SINA as a business held-for-sale in accordance with US GAAP, are
       not depreciated or amortized nor are they subject to the same
       impairment analysis as assets held and used in continuing operations.
       The Company historically recorded $8.8 million and $5.5 million of
       depreciation expenses for the fourth quarter of 2008 and the first
       quarter of 2008, respectively, in discontinued operations.
    -- Non-GAAP net income from discontinued operations was $15.3 million,
       compared to non-GAAP net income from discontinued operations of $42.7
       million for the fourth quarter of 2008 and non-GAAP net income from
       discontinued operations of $35.0 million for the first quarter of 2008.
       As explained in "basis of presentation" above, discontinued operations,
       as the assets to be sold to SINA as a business held-for-sale in
       accordance with US GAAP, are not depreciated or amortized nor are
       they subject to the same impairment analysis as assets held and used in
       continuing operations.  The Company has historically recorded $8.8
       million and $5.5 million of depreciation for the fourth quarter of 2008
       and the first quarter of 2008, respectively, in discontinued operations.
    -- Net loss attributable to shareholders was $5.7 million or a loss of
       $0.04 per fully diluted ADS, compared to net loss attributable to
       shareholders of $802.5 million for the fourth quarter of 2008 or a loss
       of $6.24 per fully diluted ADS and net loss attributable to
       shareholders of $53.8 million for the first quarter of 2008 or a loss
       of $0.42 per fully diluted ADS.
    -- Capital expenditures were $6.0 million, all attributable to
       discontinued operations.
    -- Earn-out payments for continuing operations and discontinued operations
       were $1.9 million and $4.5 million respectively.
    -- Bad debt provision for continuing operations was $1.8 million and for
       discontinued operations was $5.5 million.
    -- The Company has decided to cease expansion of its digital poster frame
       network in light of uncertain demand for our advertising services.  We
       don't expect to renew the expansion of our digital poster frame network
       in predictable future.  As part of assets to be sold to SINA, in
       accordance with US GAAP, the company did not perform recoverability
       test for this asset.  The net book value of the asset amounts to $23.6
       million.
    -- We plan to cease operation of our advertising platform (a boat owned
       and operated by us) on Huang Pu River in compliance to a rule
       promulgated by Shanghai Municipal Government.  The net book value of
       the boat is $12.4 million.

    First Quarter 2009 balance sheet results

    -- Cash and cash equivalents for continuing operations were $131.9 million,
       a 7% decline from $142.4 million as of December 31, 2008.
    -- Cash and cash equivalents for discontinued operations were $271.7
       million, a 3% decline from $280.5 million as of December 31, 2008.
    -- Accounts receivable for continuing operations was 117.3 million as of
       March 31, 2009, a 13% decline from $135.3 million as of December 31,
       2008, mainly due to the decline from internet division.
    -- Accounts receivable for discontinued operations was 122.1 million as of
       March 31, 2009, a 15% decline from $143.6 million as of December 31,
       2008, mainly due to the decline from LCD display network.

    First Quarter 2009 financial results

    1) For Continuing operations:

Advertising revenue from the movie theater and outdoor traditional billboard network was $19.2 million in the first quarter of 2009, representing a decrease of 11% from 21.6 million for the fourth quarter of 2008 and a 17% increase from $16.4 million for the first quarter of 2008.

Internet advertising service revenue was $47.1 million for the first quarter of 2009, a 25% decline from $62.4 million for the fourth quarter of 2008 and a slight decline of 5% from $49.6 million for the first quarter of 2008.

Non-GAAP gross profit for the movie theater and outdoor billboard networks for the first quarter of 2009 was $6.0 million, representing a 17% decline from $7.2 million for the fourth quarter of 2008 and a 25% increase from $4.8 million for the first quarter of 2008.

Non-GAAP gross profit from our Internet advertising services for the first quarter of 2009 was $10.6 million, representing a 14% decline from $12.3 million for the fourth quarter of 2008 and an 18% decline from $13.0 million for the first quarter of 2008.

Non-GAAP operating expense for continuing operations for the first quarter of 2009 was $12.0 million, representing a 18% decline from $14.6 million for the fourth quarter of 2008 and a 10% increase from $10.9 million for the first quarter of 2008.

2) For Discontinued operations:

Advertising revenue from the LCD display network was $34.4 million for the first quarter of 2009, a 41% decline from $58.6 million for the fourth quarter of 2008 and a 25% decline from $45.9 million for the first quarter of 2008.

Advertising revenue from the in-elevator poster frame network was $23.5 million for the first quarter of 2009, a 40% decline from $39.2 million for the fourth quarter of 2008 and a 20% decline from $29.2 million for the first quarter of 2008.

Advertising revenue from the in-store network was $6.3 million for the first quarter of 2009, a 6% decline from $6.7 million for the fourth quarter of 2008 and an 11% increase from $5.7 million for the first quarter of 2008.

As of March 31, 2009, the total installed base of LCD displays and digital frames in our commercial location network was 131,219 nationwide, including 125,796 displays through our directly owned networks, and 5,423 displays through our regional distributors. The total number of non-digital frames available for sale on our in-elevator poster frame network was 288,423 as of March 31, 2009. In addition, as of March 31, 2009, we had 39,546 digital frames installed in our poster frame network. The total number of displays installed in our in-store network was 42,340 as of March 31, 2009.

Non-GAAP gross profit for the LCD display network for the first quarter of 2009 was $23.2 million, representing a 47% decline from $43.5 million for the fourth quarter of 2008 and a 27% decline from $31.9 million for the first quarter of 2008. As explained in "basis of presentation" above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the LCD display network in the fourth quarter of 2008 and the first quarter of 2008 was $4.8 million and $2.9 million respectively.

Non-GAAP gross profit for the in-elevator poster frame network for the first quarter of 2009 was $11.2 million, representing a 53% decline from $23.8 million for the fourth quarter of 2008 and a 53% decline from $19.8 million for the first quarter of 2008. As explained in "basis of presentation" above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the in-elevator poster frame network in the fourth quarter of 2008 and the first quarter of 2008 was $1.8 million and $0.7 million respectively.

Non-GAAP gross profit for the in-store network for the first quarter of 2009 was $2.3 million, more than tripled $0.5 million for the fourth quarter of 2008 and compared to gross loss of $1.8 million for the first quarter of 2008. As explained in "basis of presentation" above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in cost of sales for the in-store network in the fourth quarter of 2008 and the first quarter of 2008 was $1.7 million and $1.6 million respectively.

Non-GAAP operating expense for discontinued operations for the first quarter of 2009 was $22.3 million, representing a 21% increase from $18.4 million for the fourth quarter of 2008 and a 34% increase from $16.6 million for the first quarter of 2008. As explained in "basis of presentation" above, discontinued operations, as the assets to be sold to SINA as a business held-for-sale in accordance with US GAAP, are not depreciated or amortized nor are they subject to the same impairment analysis as assets held and used in continuing operations. The depreciation expense included in operating expense for discontinued operations in the fourth quarter of 2008 and the first quarter of 2008 was $0.5 million and $0.3 million respectively.

The Company historically recorded $8.8 million and $5.5 million of depreciation expenses for the first quarter of 2008 and the fourth quarter of 2008, respectively, in discontinued operations.

Business Outlook for First Quarter 2009

The Company provides the following guidance with respect to the second quarter ending June 30, 2009:

    -- Net revenues from continuing operations are expected to be no less than
       $69.0 million;
    -- Net revenues from discontinued operations are expected to be no less
       than $81.5 million.

Changes of senior management

On January 26, 2009, the Company announced that Jason Jiang, Focus Media's executive chairman, resumed his position as chief executive officer to replace Dr. Tan Zhi who continued with the Company as an executive director. On the same day, Focus Media further announced the appointment of Alex Deyi Yang as acting chief financial officer to replace Daniel Wu, who resigned to pursue other professional interests.

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 net income and Non-GAAP earnings per fully diluted ADS, all excluding non-cash share-based compensation, acquired intangible asset amortization expense resulting from acquisitions, impairment charges of goodwill, acquired intangible assets and fixed assets. 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/Non-GAAP
     (U.S. Dollar in thousands, except percentages, share and per-share data)
                                 (Unaudited)

    1) Reconciliation of GAAP gross profit and net income to Non-GAAP gross
       profit and net income for continuing operations.

                                     Three months ended March 31, 2009
                                GAAP      (1)     (2)     (3)    (4) Non-GAAP
    Net revenue
    Movie Theater & Outdoor
     Billboard network        19,211                                   19,211
    Internet advertising      47,129                                   47,129
    Others                       354                                      354
    Total                     66,694                                   66,694

    Cost of sales
    Movie Theater & Outdoor
     Billboard network        14,164       --    (972)     --      --  13,192
    Internet advertising      38,143       --  (1,564)     --      --  36,579
    Others                       323       --     (14)     --      --     309
    Total                     52,630       --  (2,550)     --      --  50,080

    Gross profit
    Movie Theater & Outdoor
     Billboard network         5,047       --     972      --      --   6,019
    Internet advertising       8,986       --   1,564      --      --  10,550
    Others                        31       --      14      --      --      45
    Total                     14,064       --   2,550      --      --  16,614

    Operating expense         30,439   (4,754) (1,912) (9,271) (2,466) 12,036

    Operating income (loss)  (16,375)   4,754   4,462   9,271   2,466   4,578

    Net income (loss) from
     continuing operations   (17,672)   4,754   4,462   9,271   2,466   3,281

    (1). Stock-based compensation.
    (2). Amortization of acquired intangible assets.
    (3). Impairment charges of goodwill
    (4). One-off charges from expensing IPO expenditures as a result of
         termination of IPO process of Allyes.



                                 Three months ended December 31, 2008
                         GAAP    (1)    (2)       (3)       (4)   (5) Non-GAAP
    Net revenue
    Movie Theater &
     Outdoor
    Billboard network  21,646                                           21,646
    Internet
     advertising       62,406                                           62,406
    Others              3,106                                            3,106
    Total              87,158                                           87,158

    Cost of sales
    Movie Theater &
     Outdoor
    Billboard network  15,375     --    (976)       --        --    --  14,399
    Internet
     advertising       51,701     --  (1,573)       --        --    --  50,128
    Others              3,504     --    (897)       --       248    --   2,855
    Total              70,580     --  (3,446)       --       248    --  67,382

    Gross profit (loss)
    Movie Theater &
     Outdoor
    Billboard network   6,271     --     976        --        --    --   7,247
    Internet
     advertising       10,705     --   1,573        --        --    --  12,278
    Others               (398)    --     897        --      (248)   --     251
    Total              16,578     --   3,446        --      (248)   --  19,776


    Operating expense 440,018 (5,261) (3,073) (222,587) (194,040) (436) 14,621

    Operating income
     (loss)          (423,440) 5,261   6,519   222,587   193,792   436   5,155

    Net income (loss)
     from continuing
     operations      (424,481) 5,261   6,519   222,587   194,297   860   5,043

    (1). Stock-based compensation.
    (2). Amortization of acquired intangible assets.
    (3). Impairment charges of goodwill, acquired intangible assets and fixed
         assets.
    (4). Loss from restructuring of CGEN in-store networks and termination of
         wireless business and disposal of other subsidiaries and affiliates.
    (5). Write-off of consideration receivables resulting from the sale of
         previously acquired subsidiaries back to their original shareholders.



                                       Three months ended March 31, 2008
                                       GAAP        (1)         (2)  Non-GAAP
    Net revenue
    Movie Theater & Outdoor
     Billboard network               16,378                           16,378
    Internet advertising             49,568                           49,568
    Others                           12,019                           12,019
    Total                            77,965                           77,965

    Cost of sales
    Movie Theater & Outdoor
     Billboard network               12,535        --        (932)    11,603
    Internet advertising             38,696        --      (2,164)    36,532
    Others                            9,942        --        (857)     9,085
    Total                            61,173        --      (3,953)    57,220

    Gross profit
    Movie Theater & Outdoor
     Billboard network                3,843        --         932      4,775
    Internet advertising             10,872        --       2,164     13,036
    Others                            2,077        --         857      2,934
    Total                            16,792        --       3,953     20,745

    Operating expense                15,918    (2,837)     (2,180)    10,901

    Operating income (loss)             874     2,837       6,133      9,844

    Net income (loss) from
     continuing operations            1,000     2,837       6,133      9,970

    (1). Stock-based compensation
    (2). Amortization of acquired intangible assets



    2) Reconciliation of GAAP gross profit and net income to Non-GAAP gross
       profit and net income for discontinued operations.

                                      Three months ended March 31, 2009
                                     GAAP      Stock-based          Non-GAAP
                                               compensation
    Net revenue
    LCD display network            34,432                             34,432
    Poster Frame network           23,538                             23,538
    In-store network                6,344                              6,344
    Others                             39                                 39
    Total                          64,353                             64,353

    Cost of sales
    LCD display network            11,521             (246)           11,275
    Poster Frame network           12,345               --            12,345
    In-store network                4,052               --             4,052
    Others                             --               --                --
    Total                          27,918             (246)           27,672

    Gross profit
    LCD display network            22,911              246            23,157
    Poster Frame network           11,193               --            11,193
    In-store network                2,292               --             2,292
    Others                             39               --                39
    Total                          36,435              246            36,681

    Operating expense              25,368           (3,105)           22,263

    Operating income (loss)
     from discontinued operations  11,067            3,351            14,418

    Net income (loss) from
     discontinued operations       11,998            3,351            15,349



                               Three months ended December 31, 2008
                                                                 Tax    Non-
                         GAAP   (1)    (2)     (3)    (4)   (5) effect  GAAP

    Net revenue
    LCD display
     network         58,617                                             58,617
    Poster Frame
     network         39,227                                             39,227
    In-store network  6,739                                              6,739
    Others              320                                                320
    Total           104,903                                            104,903

    Cost of sales
    LCD display
     network         16,305   (314)   (859)       --     --    --   --  15,132
    Poster Frame
     network         17,655     --  (2,257)       --     --    --   --  15,398
    In-store network  6,197     --      --        --     --    --   --   6,197
    Others               29     --     (10)       --     --    --   --      19
    Total            40,186   (314) (3,126)       --     --    --   --  36,746

    Gross profit
    LCD display
     network         42,312    314     859        --     --    --   --  43,485
    Poster Frame
     network         21,572     --   2,257        --     --    --   --  23,829
    In-store network    542     --      --        --     --    --   --     542
    Others              291     --      10        --     --    --   --     301
    Total            64,717    314   3,126        --     --    --   --  68,157

    Operating
     expense        423,923 (7,069)   (966) (397,156)    --  (365)  --  18,367

    Operating income
     (loss) from
     discontinued
     operations    (359,206) 7,383   4,092   397,156     --   365   --  49,790



    Net income
     (loss) from
     discontinued
     operations    (380,256) 7,383   4,092   397,156 13,941 1,340 (914) 42,742

    (1). Stock-based compensation
    (2). Amortization of acquired intangible assets
    (3). Impairment charges of goodwill, acquired intangible assets and fixed
         assets
    (4). Loss from restructuring of CGEN in-store networks and termination of
         wireless business and disposal of other subsidiaries and affiliates.
    (5). Write-off of consideration receivables resulting from the sale of
         previously acquired subsidiaries back to their original shareholders.



                                   Three months ended March 31, 2008
                                GAAP       (1)        (2)     (3)   Non-GAAP
    Net revenue
    LCD display network       45,912                                  45,912
    Poster Frame network      29,179                                  29,179
    In-store network           5,727                                   5,727
    Others                     2,782                                   2,782
    Total                     83,600                                  83,600

    Cost of sales
    LCD display network       15,242     (304)      (884)     --      14,054
    Poster Frame network      11,724       --     (2,348)     --       9,376
    In-store network           7,486       --         --      --       7,486
    Others                       480       --       (146)     --         334
    Total                     34,932     (304)    (3,378)     --      31,250

    Gross profit (loss)
    LCD display network       30,670      304        884      --      31,858
    Poster Frame network      17,455       --      2,348      --      19,803
    In-store network          (1,759)      --         --      --      (1,759)
    Others                     2,302       --        146      --       2,448
    Total                     48,668      304      3,378      --      52,350

    Operating expense         23,232   (5,483)    (1,169)     --      16,580

    Operating income
     (loss) from
    discontinued
     operations               25,436    5,787      4,547      --      35,770

    Net income (loss) from
    discontinued
     operations              (54,612)   5,787      4,547  79,322      35,044

    (1). Stock-based compensation
    (2). Amortization of acquired intangible assets
    (3). Impairment of disposal group


CONFERENCE CALL

The Company will host a conference call to discuss the first quarter 2009 results at 9:00 p.m. U.S. Eastern Time on June 21, 2009 (6:00 p.m. U.S. Pacific Time on June 21, 2009 and 9:00 a.m. Beijing/Hong Kong Time on June 22, 2009). The dial-in details for the live conference call are set forth below: U.S. Toll Free Number +1 866 700 0161, Hong Kong dial-in number +852 3002 1672, International dial-in number +1 617 213 8832; Pass code: 16559808.

A replay of the call will be available from June 21, 2009 11:00 pm until June 29, 2009 (U.S. 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 81067619. Additionally, a live and archived web cast of this call will be available on the Focus Media web site at http://ir.focusmedia.cn

SAFE HARBOR: FORWARD-LOOKING STATEMENTS

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the 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. 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 that could cause actual results to differ materially from the forward-looking statements. 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.

This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.

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. 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 and Internet advertising platforms. As of March 31, 2009, Focus Media's digital out-of-home advertising network had approximately 131,000 LCD display and digital frames in its commercial location network and approximately 328,000 advertising in-elevator poster and digital frames, installed in over 90 cities throughout China, and approximately 230 outdoor LED billboard displays in Shanghai and Beijing. For more information about Focus Media, please visit our website at http://ir.focusmedia.cn.



                           Focus Media Holding Limited
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                            (U.S. Dollars in Thousands)

                                                  2009-3-31       2008-12-31
    ASSETS
    Current assets
      Cash and cash equivalents                     131,918          142,434
      Accounts receivable, net                      117,250          135,270
      Inventories                                        34               25
      Prepaid expenses and other current assets      15,048           15,117
      Deposit paid for acquisition of
       subsidiaries                                  28,734           29,676
      Amount due from related parties                 5,603            7,913
      Rental deposits                                10,029           10,090
      Assets held for sale-current                  470,413          467,046
    Total current assets                            779,029          807,571
      Rental deposits                                   119              133
      Equipment, net                                  5,752            6,292
      Acquired intangible assets, net                73,243           77,713
      Goodwill                                       32,820           30,700
      Other long term assets                          8,931           10,736
      Assets held for sale-non current              610,919          599,149
    Total assets                                  1,510,813        1,532,294

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities
      Accounts payable                               64,254           67,905
      Accrued expenses and other current
       liabilities                                   66,115           61,911
      Income taxes payable                           10,909           12,622
      Amount due to related parties                  12,020           15,687
      Liabilities held for sale-current             143,426          160,739
    Total current liabilities                       296,724          318,864
      Liabilities held for sale-non current           1,741            1,959
      Deferred tax liabilities                       11,578           11,581
    Total liabilities                               310,043          332,404



    Shareholders' equity
      Ordinary shares                                    32               32
      Additional paid in capital                  1,668,081        1,659,833
      Retained earnings (deficit)                  (539,662)        (533,969)
      Accumulated other comprehensive income         70,194           71,888
    Total shareholders' equity                    1,198,645        1,197,784
      Noncontrolling interest                         2,125            2,106
      Total equity                                1,200,770        1,199,890
    Total liabilities and shareholders'
     equity                                       1,510,813        1,532,294



                           Focus Media Holding Limited
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
          (U.S. Dollar in thousands, except Earning per ADS and ADS data)

                                                 Three months ended
                                           2009-3-31  2008-12-31   2008-3-31
    Revenues
    Movie Theater & Outdoor Billboard
     network                                  19,846      22,380      17,075
    Internet advertising                      48,940      64,622      51,450
    Others                                       370       3,428      13,264
    Total gross revenues                      69,156      90,430      81,789
    Business Tax                               2,462       3,272       3,824
    Net revenue                               66,694      87,158      77,965

    Cost of revenues
    Movie Theater & Outdoor Billboard
     network                                  13,040      14,399      11,602
    Internet advertising                      36,579      50,128      36,532
    Others                                       461       2,606       9,086
    Amortization of acquired intangible
     assets                                    2,550       3,447       3,953
    Total cost of revenues                    52,630      70,580      61,173

    Gross profit                              14,064      16,578      16,792

    Operating expenses
    General and administrative                14,051      16,750       8,460
    Selling and marketing                      8,023      10,253       7,634
    Impairment loss                            9,271     222,587          --
    Loss from CGEN restructuring                  --     190,466          --
    Other operating income                      (906)        (38)       (176)
    Total operating expenses                  30,439     440,018      15,918

    Operating income (loss)                  (16,375)   (423,440)        874
    Non-operating expenses (income)             (416)      4,119        (882)
    Income (loss) from continuing
     operations before income taxes          (15,959)   (427,559)      1,756
    Provision from income taxes               (1,713)      3,078        (756)
    Net income (loss) from continuing
     operations                              (17,672)   (424,481)      1,000
    Net income (loss) from discontinued
     operations, net of tax                   11,998    (380,256)    (54,612)
    Net Loss                                  (5,674)   (804,737)    (53,612)

    Less:
    Net income (loss) attributable to
     noncontrolling interest                      19      (2,246)        198
    Net loss attributable to
     shareholders                             (5,693)   (802,491)    (53,810)

    Income (Loss) per ADS from continuing
     operations - basic & diluted              (0.13)      (3.28)       0.01

    Income (Loss) per ADS from discontinued
     operation - basic & diluted                0.09       (2.96)      (0.43)

    Loss per ADS-basic & diluted - basic
     & diluted                                 (0.04)      (6.24)      (0.42)

    Shares used in calculating basic
     income/(loss) per ADS               129,218,960 128,607,842 128,049,333
    Shares used in calculating diluted
     income/(loss) per ADS               129,218,960 128,607,842 131,394,654



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

                                                   Three months ended
                                            2009-3-31 2008-12-31   2008-3-31

    Operating activities:
    Net loss                                   (5,674)  (804,737)    (53,612)
    Adjustments to reconcile net income/
     (loss) to net cash provided by
     operating activities:
    Bad debt provision                          7,280      8,597       1,415
    Share-based compensation                    8,105     12,644       8,624
    Depreciation and amortization                 493      9,623       6,481
    Amortization of acquired intangible
     assets                                     4,462     10,611      10,680
    Changes in assets and liabilities, net
     of effects of acquisitions                 1,254     23,070     (45,294)
    Realized gain on disposal of
     available-for-sale securities               (103)      (415)         --
    Investment income from an equity method
     investee                                     (51)      (427)         --
    (Gain)/loss on disposal of subsidiaries      (240)   189,441          --

    Gain on earn out payment renegotiation     (1,052)        --          --
    Loss on disposal of an equity method
     investment                                    --        437          --
    Impairment provisions for goodwill,
     acquired intangible assets and
     fixed assets                               9,271    634,420      79,322
    Loss on disposal of equipment                 117        304          --
    Net cash provided by operating
     activities                                23,862     83,568       7,616

    Investing activities:
    Purchase of equipment and other long
     term assets                               (6,026)    (7,106)    (18,795)
    Acquisition of an intangible asset             --         --      (1,767)
    Purchase of subsidiaries, net of cash
     acquired                                  (6,353)   (14,775)    (84,989)
    Deposits paid to acquire subsidiaries          --         --     (13,369)
    Disposal of subsidiaries                     (584)        --          --
    Purchase of a short-term investment       (29,257)        --          --
    Purchase of available-for--sale
     securities                                    --         --     (37,688)
    Proceeds from sale of
     available-for-sale securities                688      7,365          --
    Net cash used in investing activities     (41,532)   (14,516)   (156,608)

    Financing activities:
    Proceeds from issuance of ordinary
     shares, net of issuance costs                143      1,535       4,503

    Share repurchase                               --    (17,502)         --
    Proceeds from short-term debts                 --         --         370
    Capital injection from minority
     shareholders                                  --         --         214

    Repayment of short-term debts                  --         --     (30,041)
    Net cash provided by/(used in)
     financing activities                         143    (15,967)    (24,954)
    Effect of exchange rate changes            (1,807)    (3,341)     19,498

    Net (decrease) increase in cash and
     cash equivalents                         (19,334)    49,744    (154,448)
    Cash and cash equivalents, beginning
     of period                                422,916    373,172     450,416

    Cash and cash equivalents, end of
     period                                   403,582    422,916     295,968

    Supplemental disclosure of cash flow
     information:
      Income taxes paid                         4,853      8,728       1,790

    Supplemental disclosure of non-cash
     investing activity:
    Acquisition of subsidiaries:
      Value of ordinary share consideration        --        500          --
      Accounts payable                         73,147     60,501      25,247


SOURCE Focus Media Holding Limited


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