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VisionChina Media Inc. Announces Fourth Quarter and Full-Year 2012 Results

  VisionChina Media Inc. Announces Fourth Quarter and Full-Year 2012 Results

PR Newswire

BEIJING, April 8, 2013

BEIJING, April 8, 2013 /PRNewswire/ -- VisionChina Media Inc. ("VisionChina
Media" or the "Company") (Nasdaq: VISN), one of China's largest out-of-home
digital television advertising networks on mass transportation systems, today
announced its unaudited financial results for the fourth quarter and full-year
ended December 31, 2012.

Key Quarterly Financial and Operating Data for the Fourth Quarter of 2012

Total revenues in the fourth quarter of 2012 were $26.1 million.

Gross loss in the fourth quarter of 2012 was $40,898.

Operating loss in the fourth quarter of 2012 was $16.4 million.

Net loss attributable to VisionChina Media shareholders in the fourth quarter
of 2012 was $17.5 million.

In the fourth quarter of 2012, the Company's non-GAAP financial measure, net
loss attributable to VisionChina Media shareholders excluding share-based
compensation expenses and provision for contingent loss in connection with
litigation, and if any, amortization of intangible assets, impairment loss and
income tax credit in connection with the impairment loss (non-GAAP), was $15.3
million, compared to non-GAAP net loss attributable to VisionChina Media
shareholders of $12.7 million in the third quarter of 2012.

Basic and diluted net loss per American Depository Share ("ADS") attributable
to VisionChina Media shareholders in the fourth quarter of 2012 was $3.45 and
$3.45, respectively (one ADS[1] represents twenty ordinary shares), compared
to basic and diluted net loss per ADS attributable to VisionChina Media
shareholders of $2.82 and $2.82, respectively, in the third quarter of 2012.

The Company had cash and cash equivalents of $29.0 million as of December 31,
2012. Net cash provided by operating activities was $5.2 million in the fourth
quarter of 2012, compared to net cash used in operating activities of $26.2
million in the third quarter of 2012.

Total broadcasting hours in the Company's network in the fourth quarter of
2012 were 39,930 hours, compared to the total broadcasting hours of 40,963
hours in the third quarter of 2012.

As of December 31, 2012, the Company's network covered 19 cities, secured
either by exclusive agency agreements or joint venture contracts, and included
108,567 digital displays on mass transit systems.

Average advertising revenue per broadcasting hour on the Company's network in
the fourth quarter of 2012 was $581.

The Company sold an average of 5.91 advertising minutes per broadcasting hour
on its network in the fourth quarter of 2012.

    ADS amounts adjusted for a change in the ratio of the Company's American
[1] Depositary Shares to ordinary shares from 1:1 to 1:20, effective as of
    December 12, 2012.

Full-Year 2012 Highlights

Total revenues were $115.7 million in the full-year 2012, of which advertising
service revenue was $114.7 million.

Gross loss in the full-year 2012 was $6.1 million.

Operating loss in the full-year 2012 was $252.3 million, including a $178.8
million non-cash impairment charge, as the result of a write-down of goodwill
and intangible assets associated with the Company's acquisitions of the six
advertising agency businesses in 2008 and the Company's acquisition of Digital
Media Group Company Limited ("Digital Media Group"), which was completed in
2010.

Net loss attributable to VisionChina Media shareholders in the full-year 2012
was $246.4 million.

The Company's non-GAAP net loss attributable to VisionChina Media shareholders
in the full-year 2012 was $66.6 million, compared to non-GAAP net loss
attributable to VisionChina Media shareholders of $2.2 million in the
full-year 2011.

Basic and diluted net loss per ADS attributable to VisionChina Media
shareholders in the full-year 2012 were $48.62 and $48.62, respectively,
compared to basic and diluted net loss per ADS attributable to VisionChina
Media shareholders in the full-year 2011 of $2.50 and $2.50, respectively.

Total broadcasting hours in the Company's network were 162,917 hours in the
full-year 2012, compared to 175,498 hours in the full-year 2011.

The Company sold an average of 6.53 advertising minutes per broadcasting hour
in the full-year 2012, compared to an average of 8.78 advertising minutes per
broadcasting hour in the full-year 2011.

Average advertising service revenue per broadcasting hour in the full-year
2012 was $667, compared to $1,002 in the full-year 2011.

Mr. Limin Li, VisionChina Media's chairman and chief executive officer,
commented, "The fourth quarter of 2012 was marked by lingering uncertainty
regarding China's overall economy. We have been able to effectively lower our
costs in order to improve our operational efficiency and competitive position.
With our recently announced five-year cooperation agreement with the Chinese
Football Association Super League and the addition of new management
personnel, we will continue to increase our strengths in content-related
advertising products, event marketing and technological innovation, which
improve the advertising effectiveness of our platform and yield greater return
to our advertisers. These transitional strategies will also allow us to
efficiently utilize our advertising inventories. Although we may encounter
short-term challenges during this transitional period, we are confident that
our strategy will ultimately strengthen our core competencies and deliver
value to our shareholders. We expect to see positive and healthy rewards later
this year despite a first quarter that typically shows seasonal weakness."

Stanley Wang, VisionChina Media's chief financial officer, added, "In the
fourth quarter, we managed to sequentially decrease our media cost, and we
will continue with our cost-control efforts in the 2013 year in order to
improve our operating margin."

Fourth Quarter 2012 Results

VisionChina Media's total revenues were $26.1 million in the fourth quarter of
2012, representing a decrease of 51.0% from $53.4 million in the fourth
quarter of 2011 and a decrease of 21.2% from $33.2 million in the third
quarter of 2012. Advertising service revenue, which accounted for 97.4% of
total revenues in the fourth quarter of 2012, was $25.5 million, representing
a decrease of 50.7% compared to the fourth quarter of 2011 and a decrease of
22.8% compared to the third quarter of 2012. Several factors led to the
Company's decrease in advertising service revenue, including declining revenue
contribution from the internet-based businesses sector, and pull-back in
advertising spending after the Summer Olympics in the third quarter of 2012.

Total broadcasting hours in the fourth quarter of 2012 were 39,930 hours,
compared to 41,463 hours in the fourth quarter of 2011 and 40,963 hours in the
third quarter of 2012.

Average advertising revenue per broadcasting hour was $581 in the fourth
quarter of 2012, compared to $1,217 in the fourth quarter of 2011 and $748 in
the third quarter of 2012.

In the fourth quarter of 2012, the Company sold a total of 235,794 advertising
minutes in its network, compared to 370,998 advertising minutes in the fourth
quarter of 2011 and 299,510 advertising minutes in the third quarter of 2012.

The Company sold an average of 5.91 advertising minutes per broadcasting hour
in the fourth quarter of 2012, compared to 8.95 advertising minutes per
broadcasting hour in the fourth quarter of 2011 and 7.31 advertising minutes
per broadcasting hour in the third quarter of 2012.

During the fourth quarter of this year, 533 advertisers purchased advertising
time on the Company's advertising network, either directly or through
advertising agents, compared to 676 advertisers in the fourth quarter of 2011
and 577 advertisers in the third quarter of 2012.

Media cost, the most significant component of advertising service cost, was
$20.0 million in the fourth quarter of 2012, a decrease of 18.8% from 24.6
million of the fourth quarter of 2011 and a decrease of 13.5% from 23.1
million of the third quarter of 2012.

Gross loss in the fourth quarter of 2012 was $40,898, compared to gross profit
of $21.4 million in the fourth quarter of 2011 and gross profit of $3.4
million in the third quarter of 2012.

Advertising service gross margin was negative 1.8% in the fourth quarter of
2012, compared to gross margin of 40.9% in the fourth quarter of 2011 and
gross margin of 9.8% in the third quarter of 2012.

Selling and marketing expenses were $9.0 million in the fourth quarter of
2012, representing a decrease of 38.2% from $14.5 million in the fourth
quarter of 2011 and a decrease of 9.2% from $9.9 million in the third quarter
of 2012. Selling and marketing expenses accounted for 35.2% of the Company's
advertising service revenue in the fourth quarter of 2012, compared to 28.1%
in the fourth quarter of 2011 and 30.0% in the third quarter of 2012.

General and administrative expenses were $5.5 million in the fourth quarter of
2012, representing an increase of 34.0% from $4.1 million in the fourth
quarter of 2011 and an increase of 11.5% from $4.9 million in the third
quarter of 2012. The increase in general and administrative expenses is
primarily attributable to an increase in legal fees in connection with pending
litigation involving the selling shareholders and former management of Digital
Media Group Company Limited ("Digital Media Group").

The Company recorded a contingent loss of $2.0 million in the fourth quarter
of 2012 in connection with the pending litigation involving the selling
shareholders and former management of Digital Media Group, compared to $0.7
million in the fourth quarter of 2011 and $1.4 million in the third quarter of
2012.

Operating loss was $16.4 million in the fourth quarter of 2012, compared to
operating profit of $2.4 million in the fourth quarter of 2011 and operating
loss of $12.6 million in the third quarter of 2012.

The Company recorded a net interest expense of $0.5 million in the fourth
quarter of 2012, compared to net interest expense of $1.0 million in the
fourth quarter of 2011 and net interest expense of $0.8 million in the third
quarter of 2012.

The Company recorded income tax expenses of $1.1 million in the fourth quarter
of 2012, compared to income tax benefits of $0.3 million in the fourth quarter
of 2011 and income tax expenses of $0.9 million in the third quarter of 2012.

Net loss attributable to VisionChina Media shareholders (GAAP) was $17.5
million in the fourth quarter of 2012, compared to net income attributable to
VisionChina Media shareholders of $1.7 million in the fourth quarter of 2011
and net loss attributable to VisionChina Media shareholders of $14.3 million
in the third quarter of 2012.

Basic and diluted net loss per ADS was $3.45 and $3.45, respectively, in the
fourth quarter of 2012.

The Company's non-GAAP financial measure, net loss attributable to VisionChina
Media shareholders, excluding share-based compensation expenses and provision
for contingent loss in connection with litigation, and if any, amortization of
intangible assets, impairment loss and income tax credit in connection with
the impairment loss (non-GAAP) was $15.3 million in the fourth quarter of
2012, compared to non-GAAP net income attributable to VisionChina Media
shareholders of $4.1 million in the fourth quarter of 2011 and non-GAAP net
loss attributable to VisionChina Media shareholders of $12.7 million in the
third quarter of 2012.

As of December 31, 2012, the Company had 108,567 digital television displays
in its network, compared to 137,423 as of December 31, 2011 and 107,821 as of
September 30, 2012.

As of December 31, 2012, the Company had 715 employees, compared to 829
employees as of December 31, 2011 and 763 employees as of September 30, 2012.

The Company had cash and cash equivalents of $29.0 million as of December 31,
2012, compared to $63.1 million as of September 30, 2012. The Company repaid
$37.0 million in bank borrowing in the fourth quarter of 2012. Net cash
provided by operating activities was $5.2 million in the fourth quarter of
2012, compared to net cash used in operating activities of $26.2 million in
the third quarter of 2012.

Depreciation and amortization was $1.2 million and capital expenditures were
$0.3 million in the fourth quarter of 2012.

Full-Year 2012 Results

Total revenues in the full-year 2012 were $115.7 million, a decrease of 36.2%
from $181.2 million in the full-year 2011. Advertising service revenue, which
accounted for 99.2% of total revenues in the full-year 2012, was $114.7
million, representing a decrease of 36.0% from $179.4 million in the full-year
2011.

Media cost, the most significant component of advertising service cost, was
$97.1 million in the full-year 2012, representing 79.8% of total advertising
service cost, compared to $103.0 million, or 81.1% of total advertising
service cost in the full-year 2011.

Gross loss in the full-year 2012 was $6.1 million, compared to gross profit of
$52.6 million in the full-year 2011. Advertising service gross margin was
negative 5.8% in the full-year 2012, compared to 29.2% in the full-year 2011.

Selling and marketing expenses in the full-year 2012 were $43.0 million,
compared to $44.9 million in the full-year 2011.

General and administrative expenses in the full-year 2012 were $18.4 million,
compared to $13.2 million in the full-year 2011. The increase was primarily
attributable to the increase in legal fees in connection with pending
litigation with the selling shareholders and former management of Digital
Media Group.

Operating loss in the full-year 2012 was $252.3 million, compared to an
operating loss of $10.4 million in the full-year 2011. Operating loss in the
full year of 2012, primarily due to a non-cash impairment charge of $178.8
million, as the result of a write-down of goodwill and intangible assets
associated with the Company's acquisitions of the six advertising agency
businesses in 2008 and the Company's acquisition of Digital Media Group
Company Limited ("Digital Media Group"), which was completed in 2010.

The Company recorded net interest expense of $1.9 million in the full-year
2012, compared to net interest expense of $3.0 million in the full-year 2011.

The Company recorded an income tax benefit of $7.5 million in the full-year
2012, compared to an income tax benefit of $0.8 million in the full-year 2011.
The income tax benefit recorded in the full-year 2012 included tax credits of
$9.1 million in connection with the aforementioned impairment loss on
intangible assets.

Net loss attributable to VisionChina Media shareholders in the full-year 2012
was $246.4 million, compared to net loss attributable to VisionChina Media
shareholders of $12.5 million in the full-year 2011. Basic and diluted net
loss per ADS attributable to VisionChina Media shareholders, in the full-year
2012, was $48.62 and $48.62 respectively.

The Company's non-GAAP net loss attributable to VisionChina Media shareholders
in the full-year 2012 was $66.6 million, compared to non-GAAP net loss
attributable to VisionChina Media shareholders of $2.2 million (non-GAAP) in
the full-year 2011.

The Company experienced a net loss of $246.4 million in the year ended
December 31, 2012. As of December 31, 2012, the Group had net current assets
of $0.7 million and cash and cash equivalent of $29 million. The Company has
developed and implemented liquidity plan including obtaining new credit
facilities, utilizing available facilities to roll forward short-term
borrowings, negotiating with certain suppliers of concession rights for price
reduction, and adopting strict control of operating activities and investing
activities of the Company. Starting in the fourth quarter of 2012, the Company
has started to cut down capital expenditure, operating expenditure and
improving operating cash flow, and will continue to implement such
cost-cutting initiatives in 2013. As of today, the Company had secured
approximately $24.0 million in credit facilities which can be utilized in
2013. To improve the liquidity, the Company will continue to obtain additional
finance.

Recent Developments

  oVisionChina Media entered into credit facility with China Construction
    Bank
    On January 14, 2013, VisionChina Media Group Company Limited ("CDMTV"),
    the consolidated variable interest entity of VisionChina Media entered
    into a loan agreement with China Construction Bank Shenzhen Shangbu Branch
    to provide a maximum loan amount of RMB 150.0 million (approximately $24.5
    million) for working capital. The loan agreement is guaranteed by China
    (Shenzhen) Digital Technology Company Limited ("CDTC"), a wholly owned
    subsidiary of VisionChina Media and secured by CDMTV's entire accounts
    receivable as collateral.
  oVisionChina Media regains compliance with NASDAQ minimum bid price
    requirement
    As previously disclosed, the Company received a notice from The Nasdaq
    Stock Market LLC dated July 13, 2012, indicating that, for the 30
    consecutive business days from May 31, 2012 to July 12, 2012, the bid
    price for the Company's American Depositary Shares ("ADSs") had closed
    below the minimum $1.00 per share required for continued listing under
    Nasdaq listing Rule 5450(a)(1). The Company was granted a period of 180
    calendar days, or until January 9, 2013, to regain compliance with the
    minimum bid price requirement. The Company received notification from The
    Nasdaq Listing Qualifications department that it had regained compliance
    after maintaining a closing bid price of the Company's ADSs equal to or in
    excess of $1.00 per share for 10 consecutive trading days, from December
    12, 2012 to December 26, 2012.

Conference Call

VisionChina Media's management will hold an earnings conference call at 8:00
p.m. U.S. Eastern Time on April 8, 2013 (8:00 a.m. Beijing/Hong Kong Time on
April 9, 2013).

Dial-in details for the earnings conference call are as follows:

U.S. Toll Free: +1-866-519-4004
U.S. Toll: +1-718-354-1231
Hong Kong Toll: +852-2475-0994
International Toll: +65-6723-9381
Passcode for all regions: VisionChina Earnings Call

A replay of the conference call may be accessed by phone at the following
numbers until April 16, 2013.

U.S. Toll Free: +1-855-452-5696
U.S. Toll: +1-646-254-3697
International Toll: +61-2-8199-0299
Passcode for all regions: 26180751

Additionally, a live and archived webcast of this conference call will be
available on the Investor Relations section of VisionChina Media's website at
http://www.visionchina.cn .

About VisionChina Media Inc.

VisionChina Media Inc. (Nasdaq: VISN) operates an out-of-home advertising
network on mass transportation systems, including buses and subways. As of
December 31, 2012, VisionChina Media's advertising network included 108,567
digital television displays on mass transportation systems in 19 of China's
economically prosperous cities, including Beijing, Guangzhou and Shenzhen, as
secured by exclusive agency agreements or joint venture contract. VisionChina
Media has the ability to deliver real-time, location-specific broadcasting,
including news, stock quotes, weather and traffic reports, and other
entertainment programming. For more information, please visit
http://www.visionchina.cn .

Use of Non-GAAP Financial Measures

In addition to VisionChina Media's consolidated financial results under GAAP,
the Company also provides non-GAAP financial measures, including net
income/(loss) excluding non-cash share-based compensation expenses,
amortization of intangible assets, contingent loss in connection with a
litigation, impairment loss and income tax credit in connection with the
impairment loss. The Company believes that the non-GAAP financial measures
provide investors with another method for assessing VisionChina 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. The Company
believes that both management and investors benefit from referring to these
non-GAAP financial measures in assessing the performance of VisionChina
Media's liquidity and when planning and forecasting future periods. The
Company computes its non-GAAP financial measures using the same consistent
method from quarter to quarter.

Safe Harbor Statement

This press release contains forward-looking statements. These statements
constitute "forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and as defined in the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will", "expects", "anticipates",
"future", "intends", "plans", "believes", "estimates" and similar statements.
Among other things, the quotations from management in this press release
contain forward-looking statements. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially from those
in the forward-looking statements. Further information regarding these and
other risks is included in the Company's filings with the U.S. Securities and
Exchange Commission, including its registration statement on Form F-1 and its
annual report on Form 20-F. The Company does not undertake any obligation to
update any forward-looking statement as a result of new information, future
events or otherwise, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

Ms. Sharon Wu
VisionChina Media Inc.
Tel: +86-189-2677-2096
E-mail: sharon.wu@visionchina.cn

Mr. Colin Wang
Investor Relations Director
VisionChina Media Inc.
Tel: +86 135-1001-0107
Email: colin.wang@visionchina.cn

In the United States:

Ms. Jessica Barist Cohen
Ogilvy Financial, New York
Tel: +1-646-460-9989
E-mail: visn@ogilvy.com



VISIONCHINA MEDIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousand U.S. dollars)
                                                                December31,2012  September30,2012  December31,2011
                                                                (Unaudited)        (Unaudited)         (Note 1)
ASSETS
Current Assets:
Cash and cash equivalents                                       29,012             63,071              80,310
Restricted cash                                                 14,533             13,118              3,306
Accounts receivable, net                                        36,743             47,436              66,284
Amounts due from related parties                                2,104              1,709               2,444
Prepaidexpensesandothercurrentassets 26,808             30,405              34,278
Total current assets                                           109,200            155,739             186,622
Non-current Assets:
Fixed assets, net                                              10,782             11,233              13,638
Goodwill                                                       -                  -                   141,406
Intangible assets                                              367                361                 39,537
Investments under equity method                                7,305              7,345               7,201
Other investments                                              3,045              3,037               3,021
Long-term prepayments and deposits                              17,537             20,420              19,896
Restricted cash                                                 1,115              1,111               1,102
Deferred tax assets                                            444                1,470               2,718
Total non-current assets                                       40,595             44,977              228,519
TOTAL ASSETS                                                   149,795            200,716             415,141
LIABILITIES AND EQUITY
Current Liabilities:
Short-term bank loans                                           8,998              46,766              20,465
Accounts payable                                                7,744              7,842               16,149
Amounts due to related parties                                  1,828              1,959               1,416
Consideration payable                                           64,000             64,000              64,000
Income tax payable                                             24                 20                  118
Accrued expenses and other current liabilities                  26,210             22,132              18,814
Total current liabilities                                       108,804            142,719             120,962
Non-current Liabilities:
Deferred tax liabilities                                        -                  -                   9,808
Other non-current liabilities                                   977                974                 969
Total non-current liabilities                                   977                974                 10,777
Total liabilities                                              109,781            143,693             131,739
Equity:
Common shares                                                   10                 10                  10
Additional paid-in capital                                      342,671            342,514             341,963
Accumulated deficit                                             (340,138)          (322,659)           (93,729)
Accumulated other comprehensive income                          37,372             37,030              34,940
Total VisionChina Media Inc. shareholders' equity               39,915             56,895              283,184
Noncontrolling interest                                         99                 128                 218
Total equity                                                    40,014             57,023              283,402
TOTAL LIABILITIES AND EQUITY                                    149,795            200,716             415,141
Note 1: Information extracted from the audited consolidated financial statements included in the Company's 2011 annual
report on Form
20-Ffiledwith the Securities and Exchange Commission on April 26, 2012 and rounded to thousand of U.S.
dollars.



VISIONCHINA MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousand U.S. Dollars, except number of shares and per share data)
                                                                                       For three months ended
                                                                                       December31,2012  September30,2012  December31,2011
                                                                                       (Unaudited)        (Unaudited)         (Unaudited)
Revenues:
 Advertising service revenue                                                         25,457             32,957              51,597
 Other revenue                                                                        672                221                 1,778
Total revenues                                                                         26,129             33,178              53,375
Cost of revenues:
 Advertising service cost                                                            (25,909)           (29,729)            (30,501)
 Other cost                                                                           (261)              (56)                (1,494)
Total cost of revenues                                                                 (26,170)           (29,785)            (31,995)
Gross (loss)/profit                                                                   (41)               3,393               21,380
Operating expenses:
 Selling and marketing expenses                                                       (8,968)            (9,875)             (14,522)
 General and administrative expenses                                                  (5,454)            (4,892)             (4,070)
 Contingent loss in connection with a litigation                                      (2,043)            (1,411)             (675)
Total operating expenses                                                              (16,465)           (16,178)            (19,267)
Share of (loss) profits from equity method investees                                  (61)               213                 (108)
Dividend income from cost method investments                                           162                -                   142
Income from partial disposal of interest of a subsidiary                               -                  -                   227
Operating (loss) profit                                                                (16,405)           (12,572)            2,374
Interest income                                                                        141                210                 51
Interest expense                                                                       (642)              (1,028)             (1,071)
Other income (expenses)                                                                455                (92)                (18)
Net (loss) income before income taxes                                                  (16,451)           (13,482)            1,336
Income tax (expenses) benefits                                                        (1,057)            (860)               303
Net loss                                                                               (17,508)           (14,342)            1,639
Net loss attributable to noncontrolling interest                                       29                 29                  29
Net loss attributable to VisionChina Media Inc. shareholders                           (17,479)           (14,313)            1,668
Net loss per share:
 Basic                                                                                (0.17)             (0.14)              0.02
 Diluted                                                                              (0.17)             (0.14)              0.02
Net loss per ADS ^(1):
 Basic                                                                                (3.45)             (2.82)              0.33
 Diluted                                                                              (3.45)             (2.82)              0.33
Weighted average numberof shares used in computation of net loss per share:
 Basic                                                                                101,373,145        101,372,240         101,327,916
 Diluted                                                                              101,373,145        101,372,240         101,327,916
Weighted average number of ADS used in computation of net loss per ADS:
 Basic                                                                                5,068,657          5,068,612           5,066,396
 Diluted                                                                              5,068,657          5,068,612           5,066,396
Share-based compensation expenses during the related periods included in:
 Cost of revenues                                                                     (13)               (13)                (13)
 Selling and marketing expenses                                                       (95)               (96)                (104)
 General and administrative expenses                                                  (50)               (53)                (57)
Total                                                                                  (158)              (162)               (174)
ReconciliationfromGAAPnet(loss)incomeattributabletoVisionChinaMedia
 Inc. shareholders to Adjusted Non-GAAP net (loss) income attributable to
 VisionChina Media Inc. shareholders:
Net (loss) income attributable to VisionChina Media Inc. shareholders (GAAP)           (17,479)           (14,313)            1,668
 Add back share-based compensation expenses                                           158                162                 174
 Add back amortization of intangible assets                                           -                  -                   1,541
 Add back contingent loss in connection with a litigation                             2,043              1,411               675
Net (loss) income attributable to VisionChina Media Inc. shareholders (Non-GAAP)       (15,278)           (12,740)            4,058
Note 1:ADS amounts adjusted for a change in the ratio of the Company's American Depositary Shares ("ADSs") to ordinary shares ("Shares") from
1:1 to 1:20
("Ratio Change"), effective as of December 12, 2012.





VISIONCHINA MEDIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousand U.S. Dollars, except number of shares and per share data)
                                                                                        For twelve months ended
                                                                                        December31,2012  December31,2011
                                                                                        (Unaudited)        (Note 1)
Revenues :
 Advertising service revenue                                                          114,741            179,416
 Other revenue                                                                         926                1,778
Total revenues                                                                          115,667            181,194
Cost of revenues :
 Advertising service cost                                                             (121,374)          (127,058)
 Other cost                                                                            (345)              (1,494)
Total cost of revenues                                                                  (121,719)          (128,552)
Gross (loss)/profit                                                                    (6,052)            52,642
Operating expenses :
 Selling and marketing expenses                                                        (42,980)           (44,916)
 General and administrative expenses                                                   (18,394)           (13,207)
 Other operating expense                                                               -                  (2,141)
 Impairment loss                                                                      (178,814)          -
 Contingent loss in connection with a litigation                                       (6,275)            (3,375)
Total operating expenses                                                               (246,463)          (63,639)
Share of profits from equity method investees                                           46                 231
Dividend income from cost method investments                                            162                142
Income from partial disposal of interest of a subsidiary                                -                  176
Operating loss                                                                          (252,307)          (10,448)
Interest income                                                                        696                1,711
Interest expense                                                                       (2,615)            (4,717)
Other income                                                                            151                42
Net loss before income taxes                                                            (254,075)          (13,412)
Income tax benefit                                                                      7,547              794
Net loss                                                                                (246,528)          (12,618)
Net loss attributable to noncontrolling interest                                        119                115
Net loss attributable to VisionChina Media Inc. shareholders                            (246,409)          (12,503)
Net loss per share:
 Basic                                                                                 (2.43)             (0.12)
 Diluted                                                                               (2.43)             (0.12)
Net loss per ADS ^(2):
 Basic                                                                                 (48.62)            (2.45)
 Diluted                                                                               (48.62)            (2.45)
Weighted average number of shares used in computation of net loss per share:
 Basic                                                                                 101,351,222        102,047,414
 Diluted                                                                               101,351,222        102,047,414
Weighted average number of ADS used in computation of net loss per ADS:
 Basic                                                                                 5,067,561          5,102,371
 Diluted                                                                               5,067,561          5,102,371
Share-based compensation expenses during the related periods included in:
 Cost of revenues                                                                     (53)               (58)
 Selling and marketing expenses                                                       (395)              (449)
 General and administrative expenses                                                  (221)              (310)
Total                                                                                  (669)              (817)
ReconciliationfromGAAPnetlossattributabletoVisionChinaMediaInc.
 shareholders to Adjusted Non-GAAP net loss attributable to VisionChina
 Media Inc. shareholders:
Net loss attributable to VisionChina Media Inc. shareholders (GAAP)                     (246,409)          (12,503)
 Add back share-based compensation expenses during the related periods                 669                817
 Add back amortization of intangible assets during the related periods                 3,106              6,071
 Add back provision for contingent loss in connection with a litigation                6,275              3,375
 Add back impairment loss of goodwill and intangible assets in the related period      178,814            -
 Subtract tax credit in connection to impairment of intangible assets                  (9,102)            -
Net loss attributable to VisionChina Media Inc. shareholders (Non-GAAP)                 (66,647)           (2,240)
Note 1:Information extracted from the audited consolidated financial statements included in the Company's 2011 annual
report on Form 20-F
filed with the Securities and Exchange Commission on June 30, 2011, and rounded to thousands of US dollars.


Note 2: ADS amounts adjusted for a change in the ratio of the Company's American Depositary Shares ("ADSs") to ordinary
shares ("Shares")
 from 1:1 to 1:20, effective as of December 12, 2012.



SOURCE VisionChina Media Inc.

Website: http://www.visionchina.cn