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China Finance Online Co. (JRJC)

Q3 2006 Earnings Call

November 21, 2006 8:00 pm ET

Executives

Jing Wu - Investor Relations Manager

Zhiwei Zhao - Chief Executive Officer, Director

Jun Wang - President, Chief Financial Officer

Analysts

Dick Wei - JP Morgan

Chang Qiu - Forun Technology Research

Victor Li

Naveed Khan - Jefferies & Company

Presentation

Operator

Thank you for holding and welcome to the third quarter 2006 financial results. At this time, all participant lines are in a listen-only mode. The presentation will be followed by a question-and-answer session, and instructions will be provided at that time.

I would now like to turn the conference over to your host, Ms. Jing Wu of China Finance Online. Please go ahead. Thank you.

Jing Wu

Thank you, Operator. Welcome, everyone, to China Finance Online’s third quarter 2006 financial results. Today with me in the conference are Mr. Zhiwei Zhao, our CEO; and Mr. Jun Wang, our CFO. According to company schedule, the press release containing our third quarter 2006 financial results should have been released after the market closed today. However, due to the mistake of this internal process, our press release distributor, PR Newswire, accidentally distributed this information before the market opened, which is ahead of company schedule.

Upon the discovery of the mishandling of our press release, the company chose to take measures, including making the 6-K filing and updating our investor relations platform in the shortest of time to ensure the broadest public distribution of this press release before the market opened.

The purpose of this conference call is to provide you with further detailed information regarding the financial results. Following our formal remarks, we will be happy to take any questions you might have.

It is my duty to remind you that during today’s conference call, we might make 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. Statements that are not historical fact, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on our current plans, estimates, and projections, and therefore you should not place undue reliance on them.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Potential risks and uncertainties include, but are not limited to, China Finance Online's historical and possible future losses, limited operating history, uncertain regulatory landscape in the People's Republic of China, fluctuations in quarterly operating results, failure to successfully compete against new and existing competitors, and the company's reliance on relationships with Chinese stock exchanges and raw data providers.

Further information regarding these and other risks is included in China Finance Online's annual report on Form 20-F for the year ended December 31, 2005, and other filings with the Securities and Exchange Commission. China Finance Online does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Now, I am going to pass this call to Mr. Zhao, our CEO.

Zhiwei Zhao (Translation)

Good morning and good evening. Welcome to China Finance Online’s 2006 third quarter earnings conference call. This third quarter is really meaningful to us.

In late September and early October, the company respectively completed the acquisition of Shenzhen Genius and of Stockstar.com, which made it a first and important step towards the final success. Up until now, I am glad to see the progress we made each day and I expect the entire business integration process will take about two quarters.

For Stockstar.com, the priority to integrate the technical advantages of Stockstar.com and jrj.com to enhance efficiency in productive output, improve and diversify current product lines, and expand and [inaudible] Stockstar’s [inaudible].

Meanwhile, Shenzhen Genius will focus on improving their database structure and database products to be more competitive in the institutional markets. We are also going to set up a sales center in Shenzhen so that, in addition to Beijing and Shanghai, we will be able to serve walk-in customers in Shenzhen.

I believe that in the next two quarters, my management team and myself will continue to make progress and meet each preset milestone. However, I am quite confident with this mission, and I also believe that these two acquisitions will further solidify the leading position of China Finance Online and open up more expansion opportunities for our long-term development.

Now, let’s take a look at the operating data for the third quarter of 2006. In this quarter, the number of new subscribers was 1,996, which had decreased by 24% year over year, but increased by 6% quarter over quarter. Repeat subscribers of this Q3 2006 were 3,430, which increased by 80% compared to the same period in 2005, and an increase of 4% comparing to Q2 2006.

Average subscription fee per subscriber, or ASF, for new subscribers was $139, decreased by 16% year over year and decreased by 53% on a quarter-over-quarter basis. ASF for repeat subscribers increased by 94% to $490 for the third quarter of 2006 from $253 for the same period in 2005, and increased by 90% from $258 for the previous quarter.

In Q2 of 2006, we mentioned two new subscription packages, Level II Quotes and Value Engine. Now priced at about $120 for a one-year subscription, the current version of Level II Quotes targets the low-end and mass market. We believe that the decrease of ASF for the new subscribers in this third quarter is primarily due to the promotion of the low-end version of Level II Quotes.

From the feedback of our testing self-evaluation in the early part of the third quarter, we are happy to see that individual investors and the professionals begin to accept the idea of using fundamental information and analytical results to support their investment decision.

In late August, we formally launched the Value Engine, the comprehensive fundamental information platform, and in September, we rolled out a lower-end version to capitalize on the investors’ increased demand.

As of October 31, there were about 500 subscribers of Value Engine with the total payments of around $1.7 million for the two versions. We also believe that a significant increase of ASF for the repeat subscribers in the third quarter is primarily due to the promotions of Value Engine among our current subscriber base.

Before I pass the call to Jun, I would like to address that as part of the conversion plan, and in order to more accurately reflect our business, after the integration of Stockstar and Shenzhen Genius, we expect to adjust our operating data metrics, starting from the fourth quarter of 2006. Of course, we will make that adjustment as the new operating data metrics transparent to the public.

With that, I will now pass the call to Jun, our CFO, to give more details on the financial part.

Jun Wang

Thank you. Good morning, everyone. Welcome to China Finance Online’s 2006 third quarter earnings conference call. In this third quarter, we reported net revenues of $1.73 million, decreased 4% from $1.81 million for the same time last year, but increased 18% from $1.47 million for the second quarter of 2006.

Revenues from advertising related business was recorded of $353,000, about 20% of net revenues of this third quarter. The advertising related business decreased by 21% compared to $449,000 of the same period of the year 2005, and decreased 31% compared to $508,000 of the second quarter of this year.

In the third quarter, we allocated more advertising spaces to promote our software subscription services, particularly our newly developed packages. Such promotions are the primary reason for the decrease of revenues from our advertising related business.

Gross margin was 81% in this third quarter compared to 94% in the same period in 2005, and compared to 79% in the last quarter. In this third quarter, the company reported income from operations of $247,000, a decrease of 64% from $693,000 for the same period in 2005, but increased 533% from $39,000 for last quarter. Excluding the stock-based compensation expenses of $296,000 due to the adoption of SFAS-123R, income from operations for the third quarter would have been $543,000.

Operating expenses for the third quarter totaled $1.16 million, an increase of 15% from $1.01 million year over year, and slightly increased by 3% from $1.12 million quarter on quarter. The increase year over year was primarily due to the increase in general and administrative expenses and product development expenses. The quarter on quarter increase was mainly due to the increase in G&A expenses.

Operating expenses for this quarter recorded $273,000 in stock-based compensation expense as a result of the adoption of SFAS-123R.

Net income for this third quarter was $557,000, a decrease of 56% from $1.27 million year over year, and an increase of 26% from $442,000 quarter over quarter. The year-over-year decrease was primarily due to the decrease in exchange gains, the increase in cost of revenues, and the stock-based compensation expenses. The sequential increase was mainly due to the increase in our net revenues. Stock-based compensation of $296,000 was recorded in this quarter’s net income as a result of our adoption of SFAS-123R.

The fourth quarter of 2006 will be the first full quarter for the company to consolidate Stockstar and Shenzhen Genius as a result of the recent acquisitions. Primarily due to the amortization of acquired intangible assets, the company expects to incur loss under U.S. GAAP in the fourth quarter of 2006. However, we believe that software subscription services, currently our core business, will continue to grow in the fourth quarter and the company will generate positive operating cash flows on a consolidated basis.

Let’s move to the balance sheet. Our cash and cash equivalents was $41.62 million by September 30, 2006, as compared to $46.72 million at the end of 2005, and $48.36 million by the end of the second quarter of 2006.

The decrease in cash and cash equivalents in the third quarter were due to the payments for the acquisitions of Stockstar and Shenzhen Genius. Our cash and cash equivalents would have increased by roughly 6.5% over the second quarter without such acquisitions.

That concludes my comments on the financial part. We are now ready to take any questions you may have.

Jing Wu

Operator.

Question-and-Answer Session

Operator

(Operator Instructions)

The first question is from Mr. Dick Wei of JP Morgan. Please go ahead.

Dick Wei - JP Morgan

Good morning. I have two questions. The first question is regarding the amount of intangible assets that you are going to amortize. I wonder, what is the size of it and what is the amortization schedule? In other words, what is the impact going to be in the fourth quarter?

The second question I have is regarding the integration of the three companies. I wonder, Stockstar has a really good brand name in Shanghai and other locations as well. I wonder, going forward, if the company is going to keep just one brand name of China Finance Online or if it will be a mix of the three different brand names? Thank you.

Jun Wang

First, I will answer the question for the amortization of intangible assets. At this stage, it is honestly too early to us for the amortization schedule, and also the exact impact on our financial performance. The reason is that for Stockstar, the appraisal is not completed yet. Actually, the fourth quarter will be the first quarter to consolidate Stockstar, so the appraisal report actually we expect it to finalize actually in early -- in January, which is fourth quarter.

For Genius, we received a draft report, but it is still being reviewed by the auditors, so actually the numbers, which are already included in this quarter’s financial results, are only draft yet.

At this stage, it is not appropriate for us to comment on a specific schedule, and also the financial impact.

Regarding the integration with Stockstar, I will turn that question over to our CEO.

Zhiwei Zhao (Translation)

After the integration of these three companies, we will keep three independent brand names. Stockstar has established a valuable brand name awareness in the past ten years in China’s eastern parts and we think the value of Stockstar’s brand name is one of a position value that we are looking for.

Shenzhen Genius is shipped first on the institutional market and to provide their financial database product in the institutional market. We think that after the acquisition, we hope to generally enter this institutional market through Shenzhen Genius. In this case, we will still keep this brand name. Thank you.

Dick Wei - JP Morgan

If I could ask a follow-up question on this, we figured out in the longer term that with one brand name, there could be more cost savings in terms of promoting your brand name in the future. Also, would there be any synergy from cross-selling of different products? Is there any advantage of going now with just one brand name in the future?

Zhiwei Zhao (Translation)

Actually, in the mid-term, I will see that we will keep three different brand names, at least the three brand names are attracting different customer segments.

In terms of the cost savings, I think that we have more work to do on this, except for just to use one brand name for the cost savings. At least at this stage, we are integrating the IT part, and also we will integrate the values in the customer segments of the three companies. I think on this, we can have some advantage in the cost savings.

Also, our R&D departments from the three companies, or maybe at the accounting stage in the most from Stockstar and jrj.com, they are working closely. We hope we can provide more a comprehensive product line to serve different customer segments. Thank you.

Dick Wei - JP Morgan

Thank you. That was very helpful.

Operator

Thank you. The following question is from Mr. Chang Qiu, Forun Technology Research. Please go ahead.

Chang Qiu - Forun Technology Research

Good morning. One question I would like to ask is could you elaborate a little bit about the growth potential or growth trend for each of your businesses, like Stockstar and Genius?

Zhiwei Zhao (Translation)

Let me talk about Stockstar first. When we do an acquisition, the values we are looking for is one, is there brand name awareness and brand name value, and Stockstar has established that in the past ten years. Second, it is their customer value that Stockstar has captured during the past.

I think for Stockstar, the definite disadvantage for Stockstar in the past few years has two points. First is that their R&D, their ability to develop new products. The second is their sales, I would say their executive ability in their sales part. These two points I think that happen to be the advantage for jrj.com. Therefore, I believe that based on this supplementary integration, we will have a brighter opportunity in the future. I think the first priority for us currently is to complete the integration process as we have scheduled.

Shenzhen Genius has surfaced in the past years to provide the database product to the institutional market, and on this part, it is kind of a blanket part for China Finance Online. China Finance Online in the past has positioned us as the financial information provider in the individual market, but to me, to focus on the individual market is not sufficient enough. Shenzhen Genius is to provide such information in the institutional market. I think this is going to be supplementary to us.

I see the integration for the Shenzhen Genius is ongoing as scheduled and currently, we have a financial database in the three companies, so we are doing the integration at this stage to combine this database in the IT part.

Jrj.com actually has an advantage in their developing their terminal side product. Shenzhen Genius has an advantage in developing their database product, so I think to integrate such complementary advantages, we can carry out more competitive products in this market.

I believe that in the near short-term, Shenzhen Genius will have new database products in their financial institution market. Thank you.

Chang Qiu - Forun Technology Research

Shenzhen Genius, how much market share do they have for the institutional market?

Zhiwei Zhao (Translation)

This is hard to tell because in the institutional market currently, this market is currently divided into different segments. In each segment, the competitors are very similar to the Shenzhen Genius, providing different types of a database. Currently, we cannot give this number.

Chang Qiu - Forun Technology Research

Maybe in another angle to see the question, how much revenue and earnings should we expect from Shenzhen Genius in the coming year?

Zhiwei Zhao (Translation)

At this stage, we cannot give the forecast for the next quarter or next few quarters.

Chang Qiu - Forun Technology Research

Right now, you do not have -- I am not looking at a detailed guidance or anything, just give us some kind of range of numbers, maybe ballpark where are you? Is that $0.5 million, $1 million or $10 million? We do not know -- we are kind of in the dark right now.

Jun Wang

Sure. First, it is just company policy -- we do not give any specific guidance in terms of revenue and earnings. For Shenzhen Genius, as we mentioned actually before, the reason for the acquisition of Shenzhen Genius is not that we are going to position Genius as a revenue or earnings driver for China Finance Online. The immediate reason we want to acquire Shenzhen Genius is actually we are interested in their capabilities in providing a financial database which can serve as a provider to jrj.com and stockstar.com.

We have already established a specific task force to integrate the database products to further serve jrj.com and stockstar.com. Through this integration, which can help us to differentiate jrj.com and also stockstar.com from our competitors in terms of a website for information but also in terms of our products.

We do not regard Genius as a significant revenue driver or earnings driver for the company in the near future.

Chang Qiu - Forun Technology Research

Okay, I understand that. I think maybe I should step back one step. I think generally speaking, I think I agree. This is a good move, definitely. Anyway, congratulations. This quarter actually was -- you are showing some revenue growth, some growth also in the different revenues. I think you are definitely making progress.

Operator

Thank you. There are currently no more questions on the line.

(Operator Instructions)

The following question is from Victor Li. Please go ahead.

Victor Li

I have two questions. I am also a Chinese speaker. I read news from your website, actually dated September 28th of this year, and it says: “The company performance is closely related to the performance of China’s stock market.” Everybody knows that China’s market in Asia increased, almost doubled, but JRJ, your company remains a revenue decrease. That is kind of in conflict with your words, right?

You also said, according to the rules, the accounting rules of the U.S., the revenue was distributed in 12 months, distributed the whole year, so where is the delay in the company income report?

You also said that revenues of the first two quarters would contribute mainly to the previous year’s format. Recently, several small sales of the product have spending around, and this will be reflected in future earning reports. That is basically what he said.

Does this really reflect this quarter’s report from the sales of your product? This is my first question.

Jun Wang

We have mentioned before the company is now, our software subscription revenues are actually amortized over a 12-month period. For that reason, for example, if we said we received $12 as a software subscription payment in this month, only $1 will be accounted for in this quarter as the revenue under U.S. GAAP.

Our business does correlate with the stock market movement, but it is not in that close a correlation. If you see from our earnings release this quarter, our deferred revenue, which actually characterized the revenues to be amortized over the future periods, our deferred revenue actually for this quarter was $2.84 million. Compared with last quarter, which was $1.89 million, there is almost a $1 million increase in our deferred revenue, which actually is based on our cash received from our customers in the third quarter, which demonstrates the growth in our software business. I hope this answers your question.

Victor Li

Yes, I understand that, but this part of revenue shares is not a contributor to the total company’s revenue. It does not reflect your business model.

Jun Wang

I just want to clarify the deferred revenue under the U.S. GAAP. That reflects our business model, because as we mentioned, our core business is the software subscription service, which as a customer subscribes to one of our software packages, say Value Engine or Grand Reference, and they pay that up front for 12 months for a fee, say for Grand Reference, for Value Engine, it has ratings like $6,000. When we receive this $6,000, we must amortize this over a 12-month period.

For the revenues that we did, which does not include in the current quarter the net revenue, we will record it in accounting under the account entry, as it does for deferred revenue, which as I mentioned before, there was a significant increase, and not only over the last quarter, but also a significant increase over last year.

Victor Li

My second question, the company purchased the two small companies in the financial field. I think it is an important step for the company to gain shares in the financial market. My question is, did the management find the opportunity in a business model to make a profit by purchasing these two companies?

Jun Wang

We are discussing with our CEO.

Zhiwei Zhao (Translation)

The purpose for us to buy the companies is very clear -- to get a profit.

Victor Li

Yes, I understand that, but my question is did the management team already find the models, the business models making profit? We don’t want to buy a company to lose money, but did you find out about opportunities already?

Zhiwei Zhao (Translation)

We believe that the business model for Stockstar could be similar to that of jrj.com.

Victor Li

Okay, thanks.

Jun Wang

Also, I would like to mention that the comment actually, we have been generating positive operating cash flows now on a consolidated basis, even including the first quarter. Positive operating cash flow would be a sign that not only demonstrates our business model, but we are actually creating value for the customer and also for the shareholders. We will be applying the similar model to Stockstar as well.

Operator

Thank you. The following question is from Youssef Squali of Jefferies. Please go ahead.

Naveed Khan - Jefferies & Company

Hi, this is [Naveed Khan] for Youssef. I have a couple of questions. My first question is related to the sales and marketing spending. You mentioned that the sales and marketing spend was lower this quarter because you had ended a campaign with the portals. Why did you choose not to spend with the portals? Do you think that the sales and marketing spend will be higher going forward in the fourth quarter? Then I have a follow-up.

Jing Wu

I’m sorry, could you repeat your question, please?

Naveed Khan - Jefferies & Company

My first question is regarding the sales and marketing spend in the third quarter. You guys had mentioned that the sales and marketing spend was lower because of lower spending with the portals. Does that mean that your spending to these portals was not successful? If it was, then why did you choose to not spend money on sales and marketing?

The second question is going forward, do you think the sales and marketing spend will increase in the fourth quarter?

Jun Wang

Our one year marketing campaign with the Chinese portal has actually been very successful, and we have seen that in our page views and visitors that have traveled to our website. The reason we stopped that cooperation with the portal is because we have seen a marginal contribution of such marketing campaign with those portals. After working with the portal for over a year, their contribution to our website, to our traffic has been declining, which is understandable. Even for every website, we attract a specific portion of the population.

We do not rule out the possibility that maybe in a year or two from now, we will work with them again, so that during that period of time, they will have a new portion of visitors to the website. That would make our marketing campaign more effective.

Whether our sales expense will increase in the future depends on our marketing strategy. We are evaluating other marketing strategies which would be more effective to our business and we do not rule out the possibility that the sales and marketing expense may increase in the future.

Naveed Khan - Jefferies & Company

Could you break out the contribution from Stockstar and Shenzhen in the third quarter, how much revenue these two businesses contributed to this quarter?

Jun Wang

Stockstar, we have not consolidated Stockstar yet. Stockstar, the acquisition was closed on October 1st, so for the fourth quarter, Stockstar will be consolidated in our financial reports.

Naveed Khan - Jefferies & Company

Okay, and then, just looking at these two businesses, Shenzhen and Stockstar, what are the margins here in terms of gross margins and EBITDA, just for us to model these?

Jun Wang

For Stockstar, for the third quarter, we are not in a good position to provide such numbers. We have not started the auditing process yet. It is actually scheduled a couple of weeks from now.

In the fourth quarter, we will be in a better position to discuss Stockstar, and also for Shenzhen Genius, for several reasons. First, as I mentioned earlier, the appraisal for these two companies have not been finalized yet, which will have a significant impact on our financial performance under U.S. GAAP.

The second reason is, as Mr. Zhao has mentioned, it will take about two quarters for us to integrate Stockstar and Genius. Now, it is only about one month after we start integration. It is too early to say the results at this stage.

The third reason, as I mentioned, is for Stockstar, we have not really done any audit work for it yet, so it is too early to comment on their financial performance.

Naveed Khan - Jefferies & Company

Okay, so I understand you cannot quantify but just qualitatively, is Stockstar profitable? Relative to JRJ, how does it stand? Could you give some color on that?

Jun Wang

Stockstar, generally it is a positive operating cash flow in the third quarter, but in terms of margin or revenue, because of the revenue recognition issue, because the auditors have not done any work, so we are not in a good position to comment on that aspect.

I would like to mention that for Stockstar, it did generate positive operating cash flow in the third quarter.

Naveed Khan - Jefferies & Company

I see. That is helpful. My last question is on the tax rate. What tax rate do you expect for the next quarter?

Jun Wang

What is your question? I’m sorry?

Naveed Khan - Jefferies & Company

What tax rate do you guys expect for the fourth quarter?

Jun Wang

What?

Naveed Khan - Jefferies & Company

The tax rate.

Jun Wang

Tax rate, right?

Naveed Khan - Jefferies & Company

Yes.

Jun Wang

Our business, we have our different business segments. When I say business segments, I mean jrj.com, and also for Genius and also for Stockstar, we have different tax rates. For Genius, it is 15%, and for Stockstar, it is also 15%. That is for income tax. For both Stockstar and also Genius, they have some losses which can be used to offset their net income for some periods.

For our Beijing business, for our jrj.com business, some of our businesses, most of them actually are exempt from tax at this stage. For our advertising business, it is tax at 33% for income tax. For turnover tax, mostly business tax, for Stockstar, Genius, their tax is at 5%, roughly. That is for their information service.

For the advertising business for both Stockstar and also for jrj.com, the business tax, turnover tax for the advertising business is 8%, roughly.

Operator

Thank you. The following question is from Mr. Dick Wei, JP Morgan. Please go ahead. Thank you.

Dick Wei - JP Morgan

Just two quick follow-up questions. The first one is, could you just give us your website traffic for the third quarter for one of the trends, compare last quarter or last year? The second question is just in terms of the advertising revenue, do you still plan to allocate most of your advertising inventory to your internal promotion? Now, with the integration of Stockstar, do you expect to see higher advertising revenue going forward? Thank you.

Jun Wang

For our website traffic, in the past couple of quarters, it stabilized around 3 million daily user sessions.

For our advertising business, as we mentioned, currently we see the software subscription business as our core business, and we have been allocating more advertising space now to promote our own service packages. We expect that in the near-term, we will keep this same strategy. During integration and also after integration, we will have more products to be advertised on the website. That includes products not only from jrj.com but also from Stockstar and also from Genius.

For example, today we released another service package on our website, which should be using our advertising space to promote our product. Our website, jrj.com and also stockstar.com, are actually the distribution platform, the channel for our services, which is a key to our business.

Operator

Thank you. I have no more questions on the line.

Jing Wu

All right. That is all for today’s conference. If you still have any further questions, our IR staff, including myself, can be reached at 8610-5832-5288, and our e-mail address is ir@jrj.com. Ladies and gentlemen, thank you again for joining us today.

Operator

Thank you for your participation in today’s conference. This concludes the meeting and you may now disconnect your lines.

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