BEIJING, Jan. 8 /PRNewswire-Asia-FirstCall/ -- Funtalk China Holdings Limited (the "Company") (Nasdaq: FTLK), a leading China-based retailer and distributor of wireless communications devices, accessories and content, today announced its unaudited financial results for the second fiscal quarter ended September 30, 2009 (2Q FY2010).

"We are pleased with the improved results in our second fiscal quarter," commented Mr. Fei Dongping, Chief Executive Officer of the Company. "Our retail business continues to drive the growth of the Company in generating strong organic growth and recurring revenue. We are making excellent progress in our efforts to build a vertically integrated, wireless communication products company with a strong retail and distribution network. The platform we have built in China will allow us to facilitate our market expansion in a country with historically low wireless penetration and high adoption rates."

Second Quarter Financial Results

The Company completed a share exchange with Pypo Digital Company Limited ("Pypo Digital") on July 9, 2009. The share exchange represents a reverse acquisition involving a public shell company and has been accounted for financial reporting purposes as the issuance of shares by Pypo Digital in exchange for the assets and liabilities of the Company, accompanied by a recapitalization. As a result of the share exchange, Pypo Digital will be the continuing entity for financial reporting purposes, and will be deemed to be the accounting acquirer. Accordingly, the accompanying consolidated financial information of the Company prior to the share exchange reflects the results, assets and liabilities of Pypo Digital whereas the assets and liabilities are recorded at their carrying amounts. In addition, Pypo Digital's shares and earnings per share have been restated retroactively to reflect the share exchange ratio as at the date of the Share Exchange in a manner similar to a recapitalization.

The Company reported revenues of US$207.7 million for 2Q FY2010, representing a 94.6% increase from the corresponding period of FY2009. Revenues from our original stores and distribution business (excluding the business acquisitions during the period, or the organic growth) increased to $131.4 million from $106.7 million or 23.2% compared to same period in the last fiscal year. Revenue from acquisitions of three retail chains in the months of October and December in 2009 (the "Acquisitions") contributed $76.3 million to the second quarter 2010 performance compared to nil in the prior year period. The Company currently generates revenues from two business segments, distribution and retail of mobile phones and related accessories.

Distribution revenues for 2Q FY2010 were US$108.4 million, representing a 27.0% increase from the corresponding period of FY2009. The increased distribution revenue growth over the same period of FY2009 was primarily due to a 30.2% increase in the total volume of mobile phones sold and offset by an 11.3% decrease in average selling prices of mobile phones. The decrease in average selling prices were primarily due to a higher mix of low-end priced handsets sold compared to higher selling prices in the same period in the corresponding period of FY2009.

Retail revenues for 2Q FY2010 were US$99.3 million, representing a 364.0% increase for the corresponding period of FY2009. The strong growth over the prior period in the retail sales segment was primarily due to the inclusion of sales volume from six retail companies representing 189 locations in 2Q FY2010 compared to sales volume of three retail companies representing 92 locations in the corresponding period of FY2009. Organic growth of the Company's retail segment was 7.5%, an increase of revenue to $23.0 million in 2Q FY2010 from $21.4 million in 2Q FY2009. Acquisitions contributed approximately $76.3 million in revenue to the Company's retail segment.

Gross margin decreased to 13.5% from 14.4% for the corresponding period of FY2009. Gross margins for the distribution division and retail division were 13.5% and 13.4%, respectively, for 2Q FY2010. The decrease in gross margin was primarily due to the change in revenue mix where a substantial portion of revenues was generated from sales of lower margin mobile phones.

Selling and distribution expenses were US$11.0 million for 2Q FY2010, representing a 59.6% increase from the corresponding period of FY2009. The increase was primarily due to the increase in rental expenses resulting from the retail acquisitions in fiscal 2009 and the expansion of the direct sales force for retail segment. General and administrative expenses were US$5.0 million for 2Q FY2010, representing a 91.4% increase from the corresponding period of FY2009. The increase was primarily due to the increased headcount and an increase in bank service charges associated with the expansion of the Company's operations.

Operating income increased 109.7% to $12.4 million from $5.9 million in the prior year period. Operating income margin, calculated based on income from operations as a percentage of net revenues, increased to 6.0% from 5.5% in the prior year second quarter period.

Interest expense was US$2.2 million for 2Q FY2010, representing a 78.9% increase from the corresponding period of FY2009. The increase was primarily due to Pypo's higher average amount of notes payable and borrowings outstanding during the period. Pypo had average outstanding borrowings of $146.5 million, bearing an average interest rate of 3.90%, in the three months ended September 30, 2009, as compared to average outstanding borrowings of $65.3 million, bearing an average interest rate of 6.71%, in the three months ended September 30, 2008.

Income tax expense was US$2.9 million for 2Q FY2010. The effective tax rate for 2Q FY2010 was 31.3% compared to 15.3% in the prior year period.

Net income attributable to non-controlling interests of the Company's partially-owned consolidated subsidiaries was $1.7 million for 2Q FY2010, representing a significant increase from the corresponding period of FY2009. The increase in non-controlling interest's share in net income in 2Q FY2010 was due to the inclusion of results of six retail companies as compared to only three retail companies in the corresponding period in FY2009.

Net income attributable to the Company was US$4.6 million, or 2.2% of total revenue for 2Q FY2010, representing a 19.5% increase from $3.8 million, or 3.6% of total revenue in the corresponding period of FY2009. Second quarter 2010 diluted EPS was $0.09 based on a diluted share count of 51.1 million shares compared to $0.09 based on a diluted share count of 45.0 million shares in the prior year period.

As of September 30, 2009, the Company's cash balance (including pledged deposits) was US$64.0 million. This number excludes $20.4 million raised from the Company's recent financing which occurred in December 2009. As of September 30, 2009, the Company's accounts receivable was US$87.7 million, representing an increase of 22.8% from the balance as of June 30, 2009. The accounts receivable turnover days for 2Q FY2010 was 36.1 days compared to 79.2 days in 2Q FY2009.

2010 Second Quarter Business Development Initiatives

In August 2009, one of the Company's operating subsidiaries entered into a definitive agreement to acquire 100% of the outstanding equity interest in Shanghai Xieheng Telecommunications Equipment Co., Ltd. ("Shanghai Xieheng"), a wireless telecommunications device and accessories retailer. The acquisition was completed in November 2009.

In September 2009, the Company acquired 49% of the outstanding equity interest of Jiangsu Guanzhilin Mobile Phones Hypermarkets Co., Ltd. ("Jiangsu Guanzhilin"), a wireless telecom device and accessories manufacturer in China, resulting in 100% ownership of this entity. Prior to this transaction, one of the Company's operating subsidiaries held 51% of the equity interests of Jiangsu Guanzhilin.

Share Repurchase Activity

In October 2009, Pypo Digital Company Limited ("Pypo Digital"), the wholly-owned subsidiary of the Company, entered into a share purchase agreement with Capital Ally Investments Limited ("Capital Ally") and ARCH Digital Holdings Limited ("ARCH Digital") to acquire the shares of the Company. Pursuant to the share purchase agreement, as amended, Pypo Digital acquired 1,857,587 ordinary shares of the Company from Capital Ally and 827,613 ordinary shares of the Company from ARCH Digital at an average price of $8.39. Pypo Digital paid $700,000 and $300,000 to Capital Ally and ARCH Digital, respectively, on October 5, 2009 for the first payment related to the share repurchase agreement. On or prior to March 31, 2010, Pypo Digital shall pay $14,885,155 and $6,643,673 to Capital Ally and ARCH Digital, respectively for the final payment.

Change of Name

On November 26, 2009, the Company changed its corporate name to Funtalk China Holdings Limited from Pypo China Holdings Limited.

Follow-on Offering

In December 2009, the Company completed its follow-on public offering of 3,100,000 ordinary shares. The Company received aggregate net proceeds of approximately $20.4 million, after deducting underwriting discounts and commissions.

The Company plans to use the net proceeds from the offering for general corporate purposes, including establishment of new retail stores, investments in connection with arrangements with wireless operators and improvements in the Company's information management system.

Outlook for Second Half of FY2010

For the second half of the Company's 2010 fiscal year ending March 31, 2010, the Company expects its revenue to be in the range of US$360-$400 million and that second half 2010 net income will exceed $20 million. For the second half of its 2010 fiscal year, the Company projects its gross margin to be in the range of 12%-13% and operating income to be in the range of 5-6% of net revenue estimates, which is on par with its first half 2010 performance. These projections are based on the Company's current views on its operating market conditions which are subject to change.

"We look forward to solid performance in the second half of our fiscal year, which is traditionally a stronger period for our business. Our results are expected to improve compared to first half as we expect to receive a significant amount of vendor-rebates, recognize the full amount of net income contribution from both Shanghai Xieheng and Jiangsu Guanzhilin, and stronger seasonal sales trends. Our acquisition of Shanghai Xieheng has expanded our retail networks into new regions and will create a new source of recurring revenue for us, beginning in our next fiscal year. We believe this decisive move accelerates our strategy of integrating the mobile communication retail market and the consolidation makes it possible for the Company to broaden its revenue base, increase gross margins, strengthen our overall product offering and enhance its overall competitiveness. We are pleased to have completed our recent financing and are encouraged with our growth opportunities moving forward. We plan to provide frequent updates on our business and look forward to updating our investors on our third quarter performance towards the end of February 2010, at which point, we will conduct a formal earnings conference call to discuss results and highlights from our fiscal third quarter as well as answer questions from investors. We appreciate your support during this exciting time in our business and will continue to explore ways to maximize value for our shareholders," concluded Mr. Fei Dongping.

Interim Financial Information

The unaudited condensed consolidated statements of income and balance sheets accompanying this press release have been prepared by management using U.S. GAAP. This interim financial information is not intended to fully comply with U.S. GAAP because they do not present all of the disclosures required by U.S. GAAP. The March 31, 2009 balance sheet was derived from audited consolidated financial statements of Pypo Digital.

About Funtalk China Holdings Limited

The Company is a retailer and distributor of wireless communications devices, accessories and content in 30 provinces in China. The Company has branch offices and regional distribution centers, operates a chain of mobile phone retail stores, and has an internet retailing platform.

Safe Harbor and Informational Statement

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements, and investors should not place undue reliance on the forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the parties as a result of a number of factors, some of which may be beyond the Company's control. These factors include the risk that the Company will not use the proceeds from the offering in the manner contemplated or successfully integrate any acquisitions of retail chains, as well as the other risk factors detailed in the Company's filings with the Securities and Exchange Commission. Further, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations, dividends or investments made by the Company or other parties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.



                         Financial Statements Following




                          FUNTALK CHINA HOLDINGS LIMITED
               UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                             Three Months Ended         Six Months Ended
                           Sep. 30,      Sep. 30,     Sep. 30,       Sep. 30,
                             2009          2008         2009           2008

    Net revenues           $207,721     $106,716      $405,451      $219,625
    Cost of revenues       -179,751      -91,312      -353,074      -188,505

    Gross profit             27,970       15,404        52,377        31,120

    Operating expenses:
      Other operating
       income                   437           23         1,153            23
      Selling and
       distribution
       expenses             -11,015       -6,903       -21,117       -13,417
      General and
       administrative
       expenses              -5,028       -2,627        -8,846        -5,692
      Impairment loss on
       goodwill                  --           --            --           -71

    Total operating
     expenses               -15,606       -9,507       -28,810       -19,157

    Income from
     operations              12,364        5,897        23,567        11,963

    Others, net              -1,117           32        -2,004            89
    Interest income             101          141           132           248
    Interest expense         -2,159       -1,207        -4,119        -2,727

    Income before income
     tax, equity in
     (loss) income of
     affiliated companies
     and non-controlling
     interests                9,189         4,863       17,576         9,573
    Income tax expense       -2,874          -743       -5,744        -1,424
    Equity in (loss)
     income of
     affiliated
     companies                   -3            47           --            83

    Net income                6,312         4,167       11,832         8,232
    Net income
     attributable to
     non-controlling
     interests               -1,739          -341       -3,156          -416

    Net income
     attributable to the
     Company                 $4,573        $3,826       $8,676        $7,816

    Basic net income per
     share                   $0.094        $0.085       $0.185        $0.174

    Diluted net income
     per share               $0.089        $0.085       $0.180        $0.174


    Number of shares
     used in computing
     basic net income    48,598,314    45,000,000   46,808,989    45,000,000

    Number of shares
    used in computing
     diluted net income  51,140,606    45,000,000   48,084,896    45,000,000



                        FUNTALK CHINA HOLDINGS LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                                    As of Sep.      As of Mar.
                                                     30, 2009        31, 2009
    ASSETS
      Current assets:
        Cash and cash equivalents                    $14,172         $33,468
        Restricted bank deposits                      49,801          11,504
        Accounts receivable (less allowance
         for doubtful accounts of $555 for
         September 30, 2009 and $735 for March
         31, 2009                                     87,674          72,802
        Inventories                                   88,315          54,701
        Notes receivable                               1,921           2,982
        Value added tax receivable                     5,359           2,857
        Amounts due from related parties              24,156          42,308
        Amount due from an affiliated company          6,766          27,946
        Receivable from a vendor                       3,336          21,355
        Other receivable                              88,351          44,180
        Prepayment and other assets                    9,998           8,314
        Deferred tax assets                            3,624           4,866

    Total current assets                             383,473         327,283

    Non-current assets:
      Investments in affiliated companies                358           1,479
      Property and equipment, net                     16,580          15,694
      Intangible assets                               18,957          19,188
      Goodwill                                        21,344           1,977
      Other assets                                     3,077             320

    Total non-current assets                          60,316          38,658

    TOTAL ASSETS                                    $443,789        $365,941



                         FUNTALK CHINA HOLDINGS LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                      As of Sep. 30, 2009  As of Mar. 31, 2009
    LIABILITIES AND SHAREHOLDERS'
      EQUITY

    Current liabilities:
      Accounts payable                          $52,505             $28,290
      Notes payable                              63,124              23,513
      Provision for rebates and price
      protections                                 9,029               9,048
      Advance payments from
       customers                                 21,242               4,827
      Other payables and accruals                46,642              20,611
      Income taxes payable                        3,727               8,086
      Amounts due to related parties                300              20,300
      Amounts due to an affiliated
       company                                       --                 790
      Short term borrowings                      83,378              79,457

    Total current liabilities                   279,947             194,922

    Non current liabilities
      Deferred tax liabilities                    2,588               2,005

    Total liabilities                           282,535             196,927

    Total shareholders' equity                  152,513             154,561

    Non-controlling interests                     8,741              14,453

    TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                       $443,789            $365,941



   For more information, please contact:

    Bill Zima
    ICR Inc. (US)
    Phone: +1-203-682-8200

SOURCE Funtalk China Holdings Limited