e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
OR
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o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-30698
SINA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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|
Cayman Islands
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52-2236363 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(86-21) 6289 5678
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) during the
preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o or No þ
The number of the registrants ordinary shares outstanding as of November 3, 2006 was 53,925,270.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SINA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share data)
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September 30, |
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December 31, |
|
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2006 |
|
|
2005 |
|
ASSETS |
|
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|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
168,852 |
|
|
$ |
88,410 |
|
Short-term investments |
|
|
176,491 |
|
|
|
212,279 |
|
Accounts receivable, net of allowances for doubtful accounts of $4,188 and $2,443, respectively |
|
|
42,064 |
|
|
|
33,940 |
|
Short-term deferred tax assets |
|
|
875 |
|
|
|
857 |
|
Prepaid expenses and other current assets |
|
|
8,601 |
|
|
|
11,523 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
396,883 |
|
|
|
347,009 |
|
Investment in Tidetime Sun |
|
|
446 |
|
|
|
716 |
|
Property and equipment, net |
|
|
23,230 |
|
|
|
22,207 |
|
Equity investments |
|
|
1,170 |
|
|
|
3,261 |
|
Intangible assets, net |
|
|
8,286 |
|
|
|
9,691 |
|
Goodwill |
|
|
82,663 |
|
|
|
82,663 |
|
Other assets |
|
|
2,339 |
|
|
|
3,174 |
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|
|
|
|
|
|
|
Total assets |
|
$ |
515,017 |
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|
$ |
468,721 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,018 |
|
|
$ |
1,582 |
|
Accrued liabilities |
|
|
42,641 |
|
|
|
43,235 |
|
Income taxes payable |
|
|
5,757 |
|
|
|
4,282 |
|
|
|
|
|
|
|
|
Total current liabilities |
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|
49,416 |
|
|
|
49,099 |
|
Convertible debt |
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|
100,000 |
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|
100,000 |
|
|
|
|
|
|
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Total liabilities |
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|
149,416 |
|
|
|
149,099 |
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|
|
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Commitments and contingencies (Note 13)
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Shareholders equity: |
|
|
|
|
|
|
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|
Ordinary shares: $0.133 par value; 150,000 shares authorized; 53,922 and 53,265 shares issued
and outstanding |
|
|
7,172 |
|
|
|
7,084 |
|
Additional paid-in capital |
|
|
297,155 |
|
|
|
284,559 |
|
Retained earnings |
|
|
54,251 |
|
|
|
26,057 |
|
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Unrealized loss on investments in marketable securities |
|
|
(2,684 |
) |
|
|
(2,903 |
) |
Cumulative translation adjustments |
|
|
9,707 |
|
|
|
4,825 |
|
|
|
|
|
|
|
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Total shareholders equity |
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|
365,601 |
|
|
|
319,622 |
|
|
|
|
|
|
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|
Total liabilities and shareholders equity |
|
$ |
515,017 |
|
|
$ |
468,721 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
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|
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|
|
|
|
|
|
|
|
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Three months ended |
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Nine months ended |
|
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|
September 30, |
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|
September 30, |
|
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|
2006 |
|
|
2005 |
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|
2006 |
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|
2005 |
|
Net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
32,697 |
|
|
$ |
22,968 |
|
|
$ |
84,332 |
|
|
$ |
59,989 |
|
Non-advertising |
|
|
23,362 |
|
|
|
26,656 |
|
|
|
72,117 |
|
|
|
81,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,059 |
|
|
|
49,624 |
|
|
|
156,449 |
|
|
|
141,602 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising (*) |
|
|
11,333 |
|
|
|
7,410 |
|
|
|
29,948 |
|
|
|
19,845 |
|
Non-advertising |
|
|
8,715 |
|
|
|
8,670 |
|
|
|
27,805 |
|
|
|
25,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,048 |
|
|
|
16,080 |
|
|
|
57,753 |
|
|
|
45,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
36,011 |
|
|
|
33,544 |
|
|
|
98,696 |
|
|
|
96,253 |
|
|
|
|
|
|
|
|
|
|
|
|
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Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Sales and marketing (*) |
|
|
12,210 |
|
|
|
15,735 |
|
|
|
37,512 |
|
|
|
37,937 |
|
Product development (*) |
|
|
5,082 |
|
|
|
3,816 |
|
|
|
14,685 |
|
|
|
11,038 |
|
General and administrative (*) |
|
|
7,832 |
|
|
|
4,210 |
|
|
|
20,416 |
|
|
|
13,985 |
|
Amortization of intangible assets |
|
|
468 |
|
|
|
602 |
|
|
|
1,405 |
|
|
|
2,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,592 |
|
|
|
24,363 |
|
|
|
74,018 |
|
|
|
65,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
10,419 |
|
|
|
9,181 |
|
|
|
24,678 |
|
|
|
30,609 |
|
Interest and other income |
|
|
2,156 |
|
|
|
1,698 |
|
|
|
6,108 |
|
|
|
4,794 |
|
Amortization of convertible debt issuance cost |
|
|
(172 |
) |
|
|
(172 |
) |
|
|
(514 |
) |
|
|
(514 |
) |
Gain (loss) on sales of business and investments, net |
|
|
(134 |
) |
|
|
1,487 |
|
|
|
1,660 |
|
|
|
1,487 |
|
Loss on investment in Tidetime Sun |
|
|
(270 |
) |
|
|
(1,458 |
) |
|
|
(270 |
) |
|
|
(2,740 |
) |
Loss on equity investments |
|
|
(185 |
) |
|
|
(996 |
) |
|
|
(690 |
) |
|
|
(2,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
11,814 |
|
|
|
9,740 |
|
|
|
30,972 |
|
|
|
31,216 |
|
Provision for income taxes |
|
|
(1,095 |
) |
|
|
(647 |
) |
|
|
(2,778 |
) |
|
|
(1,860 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
10,719 |
|
|
$ |
9,093 |
|
|
$ |
28,194 |
|
|
$ |
29,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.20 |
|
|
$ |
0.17 |
|
|
$ |
0.53 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic income per share |
|
|
53,690 |
|
|
|
53,099 |
|
|
|
53,561 |
|
|
|
52,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.19 |
|
|
$ |
0.16 |
|
|
$ |
0.49 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted income per share |
|
|
58,419 |
|
|
|
58,774 |
|
|
|
58,484 |
|
|
|
58,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Cost of revenues and operating expenses for the three and nine months ended September 30,
2006 included stock-based compensation expense in accordance with SFAS 123R, which the Company
adopted on January 1, 2006. See Note 10 Stock-Based Compensation to the Condensed
Consolidated Financial Statements for additional information. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
AND COMPREHENSIVE
INCOME
(Unaudited, in thousands)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Shares Subject |
|
|
|
|
|
|
Other |
|
|
Total |
|
|
|
Ordinary Shares |
|
|
Paid-in |
|
|
to Subsequent |
|
|
Retained |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Issuance |
|
|
Earnings |
|
|
Income |
|
|
Equity |
|
Balances at December 31, 2005 |
|
|
53,265 |
|
|
$ |
7,084 |
|
|
$ |
284,559 |
|
|
$ |
|
|
|
$ |
26,057 |
|
|
$ |
1,922 |
|
|
$ |
319,622 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,194 |
|
|
|
|
|
|
|
28,194 |
|
Unrealized gain on marketable
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219 |
|
|
|
219 |
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,882 |
|
|
|
4,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
7,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,245 |
|
Issuance of ordinary shares
pursuant to stock plans |
|
|
473 |
|
|
|
63 |
|
|
|
5,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,439 |
|
Business acquisition |
|
|
184 |
|
|
|
25 |
|
|
|
(25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2006 |
|
|
53,922 |
|
|
$ |
7,172 |
|
|
$ |
297,155 |
|
|
$ |
|
|
|
$ |
54,251 |
|
|
$ |
7,023 |
|
|
$ |
365,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary |
|
|
Retained |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Shares Subject |
|
|
Earnings |
|
|
Other |
|
|
Total |
|
|
|
Ordinary Shares |
|
|
Paid-in |
|
|
to Subsequent |
|
|
(Accumulated |
|
|
Comprehensive |
|
|
Shareholders |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Issuance |
|
|
Deficit) |
|
|
Income(Loss) |
|
|
Equity |
|
Balances at December 31, 2004 |
|
|
51,359 |
|
|
$ |
6,834 |
|
|
$ |
263,912 |
|
|
$ |
|
|
|
$ |
(17,058 |
) |
|
$ |
(343 |
) |
|
$ |
253,345 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,356 |
|
|
|
|
|
|
|
29,356 |
|
Unrealized loss on marketable
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,412 |
) |
|
|
(1,412 |
) |
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,193 |
|
|
|
4,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares
pursuant to stock plans |
|
|
1,497 |
|
|
|
196 |
|
|
|
5,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,898 |
|
Business acquisition |
|
|
275 |
|
|
|
37 |
|
|
|
11,198 |
|
|
|
1,098 |
|
|
|
|
|
|
|
|
|
|
|
12,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2005 |
|
|
53,131 |
|
|
$ |
7,067 |
|
|
$ |
280,812 |
|
|
$ |
1,098 |
|
|
$ |
12,298 |
|
|
$ |
2,438 |
|
|
$ |
303,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
28,194 |
|
|
$ |
29,356 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Changes in allowance for doubtful accounts |
|
|
3,980 |
|
|
|
441 |
|
(Gain) loss on sales of business and investments, net |
|
|
(1,660 |
) |
|
|
(1,487 |
) |
Loss on investment in Tidetime Sun |
|
|
270 |
|
|
|
2,740 |
|
Loss on equity investments |
|
|
690 |
|
|
|
2,420 |
|
Depreciation |
|
|
7,221 |
|
|
|
6,917 |
|
Stock-based compensation |
|
|
7,245 |
|
|
|
|
|
Amortization of convertible debt issuance cost |
|
|
514 |
|
|
|
514 |
|
Amortization of intangible assets |
|
|
1,405 |
|
|
|
2,684 |
|
Changes in assets and liabilities (net of effect of acquisition): |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(11,304 |
) |
|
|
7,096 |
|
Prepaid expenses and other current assets |
|
|
681 |
|
|
|
1,823 |
|
Accounts payable |
|
|
(584 |
) |
|
|
(144 |
) |
Accrued liabilities |
|
|
9,869 |
|
|
|
(6,148 |
) |
Income taxes payable |
|
|
1,374 |
|
|
|
(1,088 |
) |
Other assets |
|
|
341 |
|
|
|
(1,222 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
48,236 |
|
|
|
43,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sale of (purchase of) short-term investments |
|
|
38,912 |
|
|
|
(52,674 |
) |
Cash paid for business acquisition |
|
|
(11,266 |
) |
|
|
(26,141 |
) |
Purchases of property and equipment |
|
|
(7,809 |
) |
|
|
(12,593 |
) |
Cash paid for equity investments |
|
|
|
|
|
|
(3,024 |
) |
Proceeds from sale of business and investments |
|
|
5,578 |
|
|
|
2,073 |
|
Deposit for equity investment |
|
|
|
|
|
|
(800 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
25,415 |
|
|
|
(93,159 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of ordinary shares |
|
|
5,439 |
|
|
|
5,898 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
5,439 |
|
|
|
5,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate change on cash and cash equivalents |
|
|
1,352 |
|
|
|
2,896 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
80,442 |
|
|
|
(40,463 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
88,410 |
|
|
|
153,768 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
$ |
168,852 |
|
|
$ |
113,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of significant noncash activities: |
|
|
|
|
|
|
|
|
Ordinary shares issued for business acquisition |
|
$ |
4,145 |
|
|
$ |
11,235 |
|
|
|
|
|
|
|
|
Ordinary shares subject to subsequent issuance for business acquisition |
|
$ |
|
|
|
$ |
1,098 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SINA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Business
SINA Corporation (SINA or the Company), a Cayman Islands corporation, is a leading online
media company and value-added information service provider in the Peoples Republic of China (the
PRC or China) and the global Chinese communities. With a branded network of localized websites
targeting Greater China and overseas Chinese, the Company provides services through five major
business lines including SINA.com (online news and content), SINA Mobile (mobile value-added
services or MVAS), SINA Online (community-based services and games), SINA.net (search and
enterprise services) and SINA E-Commerce (online shopping). Together these business lines provide
an array of services including region-focused online portals, MVAS, search and directory,
interest-based and community-building channels, free and premium email, blog services, audio and
video streaming, online games, virtual ISP, classified listings, fee-based services, e-commerce and
enterprise e-solutions.
2. Summary of Significant Accounting Policies
Principles of consolidation and basis of presentation
The accompanying interim condensed consolidated financial statements have been prepared in
conformity with the generally accepted accounting principles in the United States of America
(GAAP), consistent in all material respects with those applied in the Companys Annual Report on
Form 10-K for the year ended December 31, 2005. The interim financial information is unaudited but
reflects all adjustments which are, in the opinion of management, necessary to provide fair
condensed consolidated balance sheets, condensed consolidated statements of operations, condensed
consolidated statements of shareholders equity and comprehensive income and condensed consolidated
statements of cash flows for the interim periods presented. Such adjustments are normal and
recurring except as otherwise noted. The Condensed Consolidated Balance Sheets as of December 31,
2005 are derived from the December 31, 2005 audited financial statements, but do not include all
disclosures required by accounting principles generally accepted in the United States of America.
You should read these interim condensed consolidated financial statements in conjunction with the
audited financial statements, including the notes thereto, and the other information set forth in
the Companys Annual Report on Form 10-K for the year ended December 31, 2005.
The condensed consolidated financial statements include the accounts of the Company, its
subsidiaries and variable interest entities (VIEs) for which the Company is the primary
beneficiary. All significant intercompany accounts and transactions have been eliminated.
Investments in entities in which the Company can exercise significant influence, but which are less
than majority owned and not otherwise controlled by the Company, are accounted for under the equity
method. The Company has adopted Financial Accounting Standards Board (FASB) Interpretation No.
(FIN) 46R Consolidation of Variable Interest Entities (FIN 46R), an Interpretation of
Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46R requires a VIE to
be consolidated by a company if that company is subject to a majority of the risk of loss for the
VIEs or is entitled to receive a majority of the VIEs residual returns. To comply with PRC laws
and regulations, the Company provides substantially all its Internet content provision, MVAS and
advertising services in China via its VIEs. These VIEs are wholly or partially owned by certain
employees of the Company. The capital for the VIEs is funded by the Company and recorded as
interest-free loans to these PRC employees. These loans were eliminated with the capital of the
VIEs during consolidation. As of September 30, 2006, the total amount of interest-free loans to
these PRC employees was $9.7 million. The aggregate accumulated losses of all VIEs as of September
30, 2006 were approximately $3.0 million and have been included in the condensed consolidated
financial statements.
The preparation of the consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates, and such differences may be material to the financial
statements. Certain prior year amounts have been reclassified to conform to the current year
presentation.
Stock-based compensation
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment
(SFAS 123R), which revises SFAS No. 123, Accounting-Based Compensation (SFAS 123) and
supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). Under the fair value recognition provisions of SFAS 123R, the Company is
required to measure the cost of employee services received in exchange for stock-based compensation
measured at the grant date fair value of the award.
7
The Company recognizes the compensation costs, net of a forfeiture rate, on a straight-line
basis over the requisite service period of the award, which is generally the option vesting term of
four years. In March 2005, the Securities & Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) No. 107 (SAB 107) relating to SFAS 123R. The Company has applied the provisions
of SAB 107 in its adoption of SFAS 123R.
The Company elected the modified prospective method and therefore has not restated results for
prior periods. The valuation provisions of SFAS 123R apply to new grants and unvested grants that
were outstanding as of the effective date. Estimated compensation for unvested grants that were
outstanding as of the effective date are recognized over the remaining service period using the
compensation cost estimated for the SFAS 123 pro forma disclosures.
In conjunction with the adoption of SFAS 123R, the Company changed its method of attributing
the value of stock compensation expense from accelerated basis to straight-line basis. Compensation
expense for share-based payment awards granted prior to fiscal 2006 will continue to be recognized
using the accelerated basis while compensation expense for awards granted after the effective date
are recognized using the straight-line basis.
SFAS 123R requires forfeitures to be estimated at the time of grant and revised in subsequent
periods if actual forfeitures differ from those estimates. Compensation cost estimated for the SFAS
123 pro forma disclosures accounted for forfeitures as they occur. See Note 10 for further
discussion on stock-based compensation.
Goodwill
The Company adopted SFAS No. 142, Goodwill and Intangible Assets (SFAS 142) on January 1,
2002. Under SFAS 142, goodwill is no longer amortized, but tested for impairment annually, or more
frequently, if facts and circumstances warrant a review. The provisions of SFAS 142 require that a
two-step test be performed to assess goodwill for impairment. First, the fair value of each
reporting unit is compared to its carrying value. If the fair value exceeds the carrying value,
goodwill is not impaired and no further testing is performed. The second step is performed if the
carrying value exceeds the fair value. The implied fair value of the reporting units goodwill
must be determined and compared to the carrying value of the goodwill. If the carrying value of a
reporting units goodwill exceeds its implied fair value, an impairment loss equal to the
difference will be recorded. The Company completed an impairment test on its goodwill related to
its mobile business in the third quarter of 2006 as a result of policy changes by its major mobile
operators and determined that the carrying amount was not impaired.
Recent accounting pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. This Interpretation requires that the Company
recognize in its financial statements the impact of a tax position if that position is more likely
than not of being sustained on audit, based on the technical merits of the position. The provisions
of FIN 48 are effective for the Company on January 1, 2007, with the cumulative effect of the
change in accounting principle, if any, recorded as an adjustment to opening retained earnings. The
Company is currently evaluating the impact of adopting FIN 48 on its consolidated financial
position, cash flows and results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards No.157, Fair
Value Measurements (SFAS157), which defines fair value, establishes guidelines for measuring
fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any
new fair value measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements. SFAS 157 will be effective for the Company for the fiscal year
ended December 31, 2007. Earlier adoption is permitted, provided the company has not yet issued
financial statements, including for interim periods, for that fiscal year. The Company is currently
evaluating the impact of adopting SFAS 157 on its consolidated financial position, cash flows and
results of operations.
In September 2006, the SEC released SAB No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB
108 provides interpretive guidance on the SECs views on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a current year
misstatement. The provisions of SAB 108 will be effective for the Company for the fiscal year ended
December 31, 2006. The Company is currently evaluating the impact of applying SAB 108 but does not
believe that the application of SAB 108 will have a material effect on its financial position, cash
flows, and results of operations.
8
3. Short-Term Investments
The investments in marketable debt securities are classified as available-for-sale securities.
The Company invests in these securities with the intent to make such funds readily available for
operating or acquisition purposes and, accordingly, classifies them as short-term investments. The
following table summarizes the contractual maturities of available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
Short-term investments: |
|
|
|
|
|
|
|
|
Due within one year |
|
$ |
149,862 |
|
|
$ |
173,657 |
|
Due one to five years |
|
|
12,751 |
|
|
|
24,688 |
|
Due after five years |
|
|
13,878 |
|
|
|
13,934 |
|
|
|
|
|
|
|
|
|
|
$ |
176,491 |
|
|
$ |
212,279 |
|
|
|
|
|
|
|
|
During the three and nine months ended September 30, 2006, the Company recorded unrealized
gain of $1.6 million and $0.2 million, respectively, and recorded an unrealized loss of $0.03
million and an unrealized gain of $0.1 million, in the same periods of 2005, respectively, on its
marketable debt securities as a component of comprehensive income. The Company considered the
declines in value as not other-than-temporary, because the declines in market value were
attributable to changes in interest rates, not credit quality, and because the Company has the
ability and intent to hold these investments until a recovery of fair value, which may be maturity.
4. Investment in Tidetime Sun
Investment in Tidetime Sun is accounted for as an investment in marketable equity securities
under the provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities, and is classified as available for sale. The fair value of this investment as of
September 30, 2006 was $0.4 million, compared to a cost basis of $0.7 million as of December 31,
2005. The Company considered the decline in the fair value of this investment to be
other-than-temporary and recorded an impairment loss of approximately $0.3 million during the three
months ended September 30, 2006. If there is further decline in fair value that is deemed to be
other-than-temporary, the Company may have to recognize impairment charges in future periods.
5. Equity Investments
Equity investments are comprised of investments in privately held companies and are accounted
for using the equity method of accounting. The following sets forth the changes in the Companys
equity investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai NC-SINA |
|
|
COAL |
|
|
Others |
|
|
Total |
|
|
|
(in thousands) |
|
Balances at December 31, 2005 |
|
$ |
1,417 |
|
|
$ |
|
|
|
$ |
1,844 |
|
|
$ |
3,261 |
|
Additional investment |
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
800 |
|
Share of loss on equity investments |
|
|
(108 |
) |
|
|
|
|
|
|
(582 |
) |
|
|
(690 |
) |
Sale of investments |
|
|
(1,309 |
) |
|
|
|
|
|
|
(892 |
) |
|
|
(2,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2006 |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,170 |
|
|
$ |
1,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai NC-SINA |
|
|
COAL |
|
|
Others |
|
|
Total |
|
|
|
(in thousands) |
|
Balances at December 31, 2004 |
|
$ |
1,384 |
|
|
$ |
1,932 |
|
|
$ |
1,225 |
|
|
$ |
4,541 |
|
Additional investments |
|
|
|
|
|
|
1,749 |
|
|
|
1,275 |
|
|
|
3,024 |
|
Share of gain (loss) on equity investments |
|
|
146 |
|
|
|
(2,187 |
) |
|
|
(379 |
) |
|
|
(2,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2005 |
|
$ |
1,530 |
|
|
$ |
1,494 |
|
|
$ |
2,121 |
|
|
$ |
5,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In December 2005, the Company sold its equity investment in China Online Auction Limited
(COAL, a.k.a. 1Pai.com), a joint venture with Yahoo! Inc., to Alibaba.com. In May 2006, the
Company sold its interest in Shanghai-NC SINA, a joint venture with NC Soft, a Korean online game
company, to NC Soft. The Company recorded a gain of $2.0 million from this transaction in the three
months ended June 30, 2006.
9
6. Goodwill and Intangible Assets
The following table summarizes goodwill from the Companys acquisitions:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In thousands) |
|
Crillion and Memestar |
|
$ |
68,891 |
|
|
$ |
68,891 |
|
Davidhill |
|
|
13,772 |
|
|
|
13,772 |
|
|
|
|
|
|
|
|
Total |
|
$ |
82,663 |
|
|
$ |
82,663 |
|
|
|
|
|
|
|
|
The following table summarizes intangible assets, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Cost |
|
|
amortization |
|
|
Net |
|
|
Cost |
|
|
amortization |
|
|
Net |
|
|
|
(in thousands) |
|
Crillion and Memestar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements |
|
$ |
3,147 |
|
|
$ |
(2,844 |
) |
|
$ |
303 |
|
|
$ |
3,147 |
|
|
$ |
(2,371 |
) |
|
$ |
776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Davidhill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements |
|
|
480 |
|
|
|
(480 |
) |
|
|
|
|
|
|
480 |
|
|
|
(320 |
) |
|
|
160 |
|
Technology |
|
|
10,300 |
|
|
|
(2,317 |
) |
|
|
7,983 |
|
|
|
10,300 |
|
|
|
(1,545 |
) |
|
|
8,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
10,780 |
|
|
|
(2,797 |
) |
|
|
7,983 |
|
|
|
10,780 |
|
|
|
(1,865 |
) |
|
|
8,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,927 |
|
|
$ |
(5,641 |
) |
|
$ |
8,286 |
|
|
$ |
13,927 |
|
|
$ |
(4,236 |
) |
|
$ |
9,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The intangible assets are all amortizable. Non-compete agreements have original estimated
useful lives of eighteen to thirty-six months. Technology has original estimated useful life of ten
years.
Amortization expense related to intangible assets were $0.5 million and $1.4 million for the
three and nine months ended September 30, 2006, respectively, and $0.6 million and $2.7 million for
the three and nine months ended September 30, 2005, respectively. As of September 30, 2006,
estimated amortization expenses in future periods are expected to be as follows:
|
|
|
|
|
|
|
Amortization |
|
Fiscal year
|
|
expenses |
|
|
|
(in thousands) |
|
Remainder of 2006 |
|
$ |
415 |
|
2007 |
|
|
1,176 |
|
2008 |
|
|
1,030 |
|
2009 |
|
|
1,030 |
|
2010 |
|
|
1,030 |
|
Thereafter |
|
|
3,605 |
|
|
|
|
|
Total expected amortization expense |
|
$ |
8,286 |
|
|
|
|
|
7. Accrued Liabilities
During the three months ended March 31, 2006, the Company paid $11.3 million in cash to the
prior shareholders of Crillion Corporation for the achievement of the 2005 performance target which was accrued as of December 31,
2005.
8. Income Taxes
The Company is registered in the Cayman Islands and has operations in four tax jurisdictions,
including China, the United States, Hong Kong and Taiwan. The operations in Taiwan represent a
branch office of the subsidiary in the United States. For operations in the United States, Hong
Kong and Taiwan, the Company has incurred net accumulated operating losses for income tax purposes.
The Company believes that it is more likely than not that these net accumulated operating losses
will not be utilized in the future. Therefore, the Company has provided full valuation allowance
for the deferred tax assets arising from the losses at these locations as of September 30, 2006.
The Company generated substantially all of its net income from its China operations for the three
and nine months ended September 30, 2006 and 2005, and the Company has recorded income tax
provisions for the periods as follows:
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands, except |
|
|
(in thousands, except |
|
|
|
percentages) |
|
|
percentages) |
|
Loss subject to non China operation |
|
$ |
(3,781 |
) |
|
$ |
(1,217 |
) |
|
$ |
(8,640 |
) |
|
$ |
(7,318 |
) |
Income subject to China operation |
|
|
15,595 |
|
|
|
10,957 |
|
|
|
39,612 |
|
|
|
38,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
$ |
11,814 |
|
|
$ |
9,740 |
|
|
$ |
30,972 |
|
|
$ |
31,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expenses subject to China operation |
|
$ |
1,095 |
|
|
$ |
647 |
|
|
$ |
2,778 |
|
|
$ |
1,860 |
|
Effective tax rate for China operation |
|
|
7 |
% |
|
|
6 |
% |
|
|
7 |
% |
|
|
5 |
% |
Pursuant to PRC Income Tax Laws, the Companys subsidiaries and VIEs are generally subject to
Enterprise Income Taxes (EIT) at a statutory rate of 33%, which comprises 30% national income tax
and 3% local income tax. Some of these subsidiaries and VIEs are qualified new technology
enterprises and under PRC Income Tax Laws, they are subject to the preferential tax rate of 15%. In
addition, some of the Companys subsidiaries are Foreign Investment Enterprise and under PRC Income
Tax Laws, they are entitled to either a three-year tax exemption followed by three years with a 50%
reduction in the tax rate, commencing the first operating year, or a two-year tax exemption
followed by three years with a 50% reduction in the tax rate, commencing the first profitable year.
The VIEs are wholly owned by the Companys employees and controlled by the Company through various
contractual agreements. To the extent that the VIEs have undistributed after-tax net income, the
Company would have to pay a dividend tax of 20% on behalf of its employees when dividends are
distributed from these local entities in the future.
The provisions for income taxes for the three and nine months ended September 30, 2006 and
2005 differ from the amounts computed by applying the EIT primarily due to the tax holidays and the
preferential tax rate enjoyed by certain of the Companys entities in the PRC. The effective tax
rates for the PRC operations for the three and nine months ended September 30, 2006 were higher
than the same periods of the prior year primarily due to the expiration of tax holidays of certain
entities in 2006.
9. Net Income Per Share
Basic net income per share is computed using the weighted average number of the ordinary
shares outstanding during the period. Diluted net income per share is computed using the weighted
average number of ordinary shares and ordinary share equivalents outstanding during the period.
Options to purchase ordinary shares that were anti-dilutive and were excluded from the calculation
of diluted net income per share were approximately 3.4 million and 2.3 million, respectively, for
the three and nine months ended September 30, 2006 and were 0.2 million for both the three and nine
months ended September 30, 2005.
The following table sets forth the computation of basic and diluted net income per share for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands, except per share amounts) |
|
Basic net income per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income used in computing basic net income per share |
|
$ |
10,719 |
|
|
$ |
9,093 |
|
|
$ |
28,194 |
|
|
$ |
29,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares outstanding |
|
|
53,690 |
|
|
|
53,099 |
|
|
|
53,561 |
|
|
|
52,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.20 |
|
|
$ |
0.17 |
|
|
$ |
0.53 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share calculation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
10,719 |
|
|
$ |
9,093 |
|
|
$ |
28,194 |
|
|
$ |
29,356 |
|
Amortization of convertible debt issuance cost |
|
|
172 |
|
|
|
172 |
|
|
|
514 |
|
|
|
514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income used in computing diluted net income per
share |
|
$ |
10,891 |
|
|
$ |
9,265 |
|
|
$ |
28,708 |
|
|
$ |
29,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares outstanding |
|
|
53,690 |
|
|
|
53,099 |
|
|
|
53,561 |
|
|
|
52,214 |
|
Weighted average ordinary shares equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
852 |
|
|
|
1,798 |
|
|
|
1,034 |
|
|
|
2,589 |
|
Convertible debt |
|
|
3,877 |
|
|
|
3,877 |
|
|
|
3,877 |
|
|
|
3,877 |
|
Others |
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net income per share |
|
|
58,419 |
|
|
|
58,774 |
|
|
|
58,484 |
|
|
|
58,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.19 |
|
|
$ |
0.16 |
|
|
$ |
0.49 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
10. Stock-Based Compensation
The Companys stock option program is a long-term retention program that is intended to
attract, retain and incentivize talented employees, officers and directors, and to align
stockholder and employee interests. The Company currently grants options pursuant to the 1) 1999
Stock Plan, 2) 1999 Executive Stock Option Plan and 3) 1999 Directors Stock Option Plan. Prior to
August 1, 2005, the Company also offered stock options to its eligible employees pursuant to the
1999 Employee Stock Purchase Plan.
Stock Compensation
Effective January 1, 2006, the Company adopted SFAS 123R. See Note 2 for a description of the
Companys adoption of SFAS 123R. The fair value of stock-based compensation awards is determined
using the Black-Scholes option pricing model, which is consistent with the valuation techniques
previously utilized for options in footnote disclosures required under SFAS 123, as amended by FASB
Statement No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. The
determination of the fair value of stock-based compensation awards on the date of grant using an
option-pricing model is affected by the Companys stock price as well as assumptions regarding a
number of complex and subjective variables, including the expected volatility of the Companys
stock price over the term of the awards, actual and projected employee stock option exercise
behaviors, risk-free interest rate and expected dividends.
No stock awards were granted during the three months ended September 30, 2006. Only director
shares were granted during the three months ended September 30, 2005. The assumptions used to value
stock-based compensation awards for the three and nine months ended September 30, 2006 and 2005 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Expected term (in years) |
|
|
N/A |
|
|
|
2.0 |
|
|
|
3.8-5.0 |
|
|
|
1.0-4.0 |
|
Expected volatility |
|
|
N/A |
|
|
|
61 |
% |
|
|
68%-71 |
% |
|
|
61%-87 |
% |
Risk-free interest rate |
|
|
N/A |
|
|
|
4.09 |
% |
|
|
5.0%-5.2 |
% |
|
|
2.93%-4.09 |
% |
Expected dividend yield |
|
|
N/A |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Expected term represents the weighted average period of time that stock-based awards granted
are expected to be outstanding giving consideration to historical exercise patterns. Expected
volatilities are based on historical volatilities of the Companys ordinary shares. Risk-free rate
is based on US Treasury zero-coupon issues with remaining terms similar to the expected term on the
stock-based awards. The Company does not anticipate paying any cash dividends in the foreseeable
future. Forfeitures are estimated at the time of grant and revised in subsequent periods if actual
forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting
option forfeitures and record stock-based compensation expense only for those awards that are
expected to vest.
Total stock-based compensation recognized on the Companys Condensed Consolidated Statement of
Operations for the three and nine months ended September 30, 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, 2006 |
|
|
September 30, 2006 |
|
|
|
(in thousands) |
|
Cost of revenues |
|
$ |
568 |
|
|
$ |
1,268 |
|
Sales and marketing |
|
|
531 |
|
|
|
1,145 |
|
Product development |
|
|
606 |
|
|
|
1,317 |
|
General and administrative |
|
|
1,001 |
|
|
|
3,515 |
|
|
|
|
|
|
|
|
Total |
|
$ |
2,706 |
|
|
$ |
7,245 |
|
|
|
|
|
|
|
|
The following table sets forth the pro forma amounts of net income and net income per share
for the three and nine months ended September 30, 2005 that would have resulted if the Company had
accounted for stock-based awards under the fair value recognition provisions of SFAS 123:
12
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, 2005 |
|
|
September 30, 2005 |
|
|
|
(in thousands) |
|
Net income: |
|
|
|
|
|
|
|
|
As reported |
|
$ |
9,093 |
|
|
$ |
29,356 |
|
Deduct: Employee stock
purchase plan related
compensation expenses
determined under fair
value based method |
|
|
|
|
|
|
(73 |
) |
Deduct: Stock-based
employee compensation
expenses determined under
fair value based method |
|
|
(2,938 |
) |
|
|
(7,969 |
) |
|
|
|
|
|
|
|
Pro forma |
|
$ |
6,155 |
|
|
$ |
21,314 |
|
|
|
|
|
|
|
|
Basic net income per share: |
|
|
|
|
|
|
|
|
As reported |
|
$ |
0.17 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
Pro forma |
|
$ |
0.12 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
As reported |
|
$ |
0.16 |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
Pro forma |
|
$ |
0.11 |
|
|
$ |
0.37 |
|
|
|
|
|
|
|
|
As of September 30, 2006, there was $25.7 million of unrecognized compensation cost, adjusted
for estimated forfeitures, related to non-vested stock-based awards granted to the Companys
employees. This cost is expected to be recognized over a weighted-average period of 2.0 years.
Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures.
General Stock Option Information
The following table sets forth the summary of option activity
under the Company stock option program for the nine months ended September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Options Available |
|
|
|
|
|
|
Weighted Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
for Grant |
|
|
Options
Outstanding |
|
|
Exercise Price |
|
|
Contractual Life |
|
|
Intrinsic Value |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
|
|
|
(in years) |
|
|
(in thousands) |
|
December 31, 2005 |
|
2,681 |
|
|
|
3,610 |
|
|
$ |
14.97 |
|
|
|
|
|
|
|
|
|
Granted |
|
(2,100 |
) |
|
|
2,100 |
|
|
$ |
23.90 |
|
|
|
|
|
|
|
|
|
Exercised |
|
N/A |
|
|
|
(474 |
) |
|
$ |
11.48 |
|
|
|
|
|
|
|
|
|
Cancelled/expired/forfeited |
|
609 |
|
|
|
(609 |
) |
|
$ |
9.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
1,190 |
|
|
|
4,627 |
|
|
$ |
20.05 |
|
|
|
6.40 |
|
|
$ |
25,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest as of September 30, 2006 |
|
|
|
|
|
4,384 |
|
|
$ |
19.86 |
|
|
|
6.42 |
|
|
$ |
24,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of September 30, 2006 |
|
|
|
|
|
1,909 |
|
|
$ |
16.18 |
|
|
|
6.68 |
|
|
$ |
18,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised for the three and nine months ended September
30, 2006 were $4.6 million and $6.5 million, respectively. The intrinsic value is calculated as the
difference between the market value as of September 30, 2006 and
the exercise price of the shares. The weighted average estimated fair
value of options granted during the nine months ended September 30,
2006 was $13.57. The weighted average estimated fair value of options
granted during three and nine months ended September 30, 2005 was
$9.56 and $10.25, respectively.
Information regarding the stock options outstanding at September 30, 2006 is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
Options |
|
Remaining |
|
Average |
|
Options |
|
Average |
Range of Exercise prices |
|
Outstanding |
|
Contractual Life |
|
Exercise Price |
|
Exercisable |
|
Exercise Price |
|
|
(in thousands) |
|
(in years) |
|
|
|
|
|
(in thousands) |
|
|
|
|
$0.16 $1.88 |
|
|
375 |
|
|
|
5.34 |
|
|
$ |
1.67 |
|
|
|
375 |
|
|
$ |
1.67 |
|
$1.89 $12.98 |
|
|
635 |
|
|
|
6.02 |
|
|
$ |
11.24 |
|
|
|
485 |
|
|
$ |
10.75 |
|
$12.99 $20.86 |
|
|
910 |
|
|
|
7.35 |
|
|
$ |
19.84 |
|
|
|
486 |
|
|
$ |
19.36 |
|
$20.87 $36.40 |
|
|
2,707 |
|
|
|
6.31 |
|
|
$ |
24.73 |
|
|
|
563 |
|
|
$ |
27.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,627 |
|
|
|
6.40 |
|
|
$ |
20.05 |
|
|
|
1,909 |
|
|
$ |
16.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11. Segment Information
Based on the criteria established by SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, the Company currently operates in three principal business
segments globally. The Company does not allocate any operating costs or
13
assets to its advertising, MVAS and other segments as management does not use this information
to measure the performance of these operating segments. Management does not believe that allocating
these expenses or assets is necessary in evaluating these segments performance.
The following is a summary of revenues, cost of revenues and gross profit margins:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
32,697 |
|
|
$ |
22,968 |
|
|
$ |
84,332 |
|
|
$ |
59,989 |
|
MVAS |
|
|
21,811 |
|
|
|
24,134 |
|
|
|
66,953 |
|
|
|
73,267 |
|
Other |
|
|
1,551 |
|
|
|
2,522 |
|
|
|
5,164 |
|
|
|
8,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,059 |
|
|
$ |
49,624 |
|
|
$ |
156,449 |
|
|
$ |
141,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
11,333 |
|
|
$ |
7,410 |
|
|
$ |
29,948 |
|
|
$ |
19,845 |
|
MVAS |
|
|
8,313 |
|
|
|
8,279 |
|
|
|
26,638 |
|
|
|
24,323 |
|
Other |
|
|
402 |
|
|
|
391 |
|
|
|
1,167 |
|
|
|
1,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,048 |
|
|
$ |
16,080 |
|
|
$ |
57,753 |
|
|
$ |
45,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit margins: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
|
65 |
% |
|
|
68 |
% |
|
|
64 |
% |
|
|
67 |
% |
MVAS |
|
|
62 |
% |
|
|
66 |
% |
|
|
60 |
% |
|
|
67 |
% |
Other |
|
|
74 |
% |
|
|
84 |
% |
|
|
77 |
% |
|
|
86 |
% |
Overall |
|
|
64 |
% |
|
|
68 |
% |
|
|
63 |
% |
|
|
68 |
% |
The following is a summary of the Companys geographic operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China |
|
U.S. |
|
Hong Kong |
|
Taiwan |
|
Total |
|
|
(in thousands) |
Three months ended and as of September 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
55,149 |
|
|
$ |
467 |
|
|
$ |
390 |
|
|
$ |
53 |
|
|
$ |
56,059 |
|
Long-lived assets |
|
|
21,851 |
|
|
|
154 |
|
|
|
1,142 |
|
|
|
83 |
|
|
|
23,230 |
|
Three months ended and as of September 30, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
48,445 |
|
|
$ |
508 |
|
|
$ |
546 |
|
|
$ |
125 |
|
|
$ |
49,624 |
|
Long-lived assets |
|
|
21,756 |
|
|
|
121 |
|
|
|
179 |
|
|
|
146 |
|
|
|
22,202 |
|
Nine months ended and as of September 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
153,700 |
|
|
$ |
1,469 |
|
|
$ |
1,037 |
|
|
$ |
243 |
|
|
$ |
156,449 |
|
Long-lived assets |
|
|
21,851 |
|
|
|
154 |
|
|
|
1,142 |
|
|
|
83 |
|
|
|
23,230 |
|
Nine months ended and as of September 30, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
138,290 |
|
|
$ |
1,556 |
|
|
$ |
1,353 |
|
|
$ |
403 |
|
|
$ |
141,602 |
|
Long-lived assets |
|
|
21,756 |
|
|
|
121 |
|
|
|
179 |
|
|
|
146 |
|
|
|
22,202 |
|
12. Certain risks and concentrations
Financial instruments that potentially subject the Company to significant concentrations of
credit risk consist primarily of cash and cash equivalents, marketable debt securities and accounts
receivable. The Company limits its exposure to credit loss by depositing its cash and cash
equivalents with financial institutions in the U.S., the PRC, Hong Kong and Taiwan that management
believes are of high credit quality. The Company usually invests in marketable debt securities with
A ratings or above.
Accounts receivable consist primarily of advertising agencies, direct advertising customers
and third-party mobile operators. As of September 30, 2006 and December 31, 2005, approximately 98%
and 97%, respectively, of the net accounts receivable were derived from the Companys operations in
the PRC. With regard to the advertising operations, no individual advertising customer accounted
for more than 10% of total net revenues for the three and nine months ended September 30, 2006 and
2005. Also, no individual advertising customer accounted for more than 10% of accounts receivables
as of September 30, 2006 and December 31, 2005.
With regard to the MVAS operations, the Company mainly contracts with China Mobile
Communication Corporation (China Mobile) and China Unicom Co. Ltd. (China Unicom) and their
subsidiaries for utilizing their transmission gateways for message delivery and billing systems to
collect subscription or usage fees from its subscribers. MVAS fees charged to users via these
operators accounted for 39% and 43% of the Companys net revenues for the three and nine months
ended September 30, 2006, respectively,
14
and 48% and 51% of the Companys net revenues for the three and nine months ended September
30, 2005, respectively. Below is a summary of mobile operator and product line revenues as a
percentage of total net revenues and accounts receivable from mobile operator as a percentage of
total receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
Revenues from mobile operators as a percentage of total net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Mobile and its subsidiaries |
|
|
24 |
% |
|
|
46 |
% |
|
|
33 |
% |
|
|
46 |
% |
China Unicom and its subsidiaries |
|
|
13 |
% |
|
|
< 10 |
% |
|
|
9 |
% |
|
|
< 10 |
% |
Revenues from MVAS as a percentage of total net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short Messaging Service |
|
|
22 |
% |
|
|
35 |
% |
|
|
29 |
% |
|
|
38 |
% |
Interactive Voice Response |
|
|
10 |
% |
|
|
< 10 |
% |
|
|
< 10 |
% |
|
|
< 10 |
% |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
December 31, 2005 |
Receivables from operators as a percentage of total accounts receivable: |
|
|
|
|
|
|
|
|
China Mobile and its subsidiaries |
|
|
25 |
% |
|
|
26 |
% |
China Unicom and its subsidiaries |
|
|
< 10 |
% |
|
|
< 10 |
% |
Accounts receivable from the mobile operators represent MVAS fees collected on behalf of the
Company after deducting their billing services and transmission charges. The Company maintains
allowances for potential credit losses. Historically, the Company has not had any significant
direct write-off of bad debts.
The Company operates in business segments which are characterized by rapid technological
advances, changes in customer requirements and evolving regulatory requirements and industry
standards. Any failure by the Company to anticipate or to respond adequately to technological
changes in its industry segments, changes in customer requirements or changes in regulatory
requirements or industry standards, could have a material adverse effect on the Companys business
and operating results. The Company relies on a number of third-party suppliers for various other
services, including web server hosting, banner advertising delivery software, Internet traffic
measurement software and transmission and billing of MVAS. Any failure of these suppliers to
provide services to the Company or any termination of these services with the Company could have a
material adverse effect on the Companys business and operating results.
The majority of the Companys net income was derived in China. The operations in China are
carried out by the Companys subsidiaries and VIEs. The Company depends on dividend payments from
its subsidiaries in China for its revenues after these subsidiaries receive payments from VIEs in
China under various services and other arrangements. In addition, under Chinese law, its
subsidiaries are only allowed to pay dividends to the Company out of their distributable earnings,
if any, as determined in accordance with Chinese accounting standards and regulations. Moreover,
these Chinese subsidiaries are required to set aside at least 10% of their respective after-tax
profit, if any, and up to 50% of their registered capital to fund certain mandated reserve funds
that are not payable or distributable as cash dividends. The appropriation to mandated reserve
funds are assessed annually. As of December 31, 2005, the Company is subject to a maximum
appropriation of $11.1 million to these non-distributable reserve funds. The Companys subsidiaries
and VIEs in China are subject to different tax rates. See Note 8 Income Taxes.
The majority of the Companys revenues derived and expenses incurred were in Chinese renminbi.
As of September 30, 2006, the Companys cash, cash equivalents and short-term investments balance
denominated in Chinese renminbi was approximately $231.2 million, which accounted for approximately
67% of its total cash, cash equivalents and short-term investment balance; accounts receivable
denominated in Chinese renminbi was approximately $45.2 million, which accounted for approximately
98% of its total accounts receivable balance; and liabilities balance denominated in Chinese
renminbi was approximately $46.4 million, which accounted for approximately 31% of its total
liabilities balance. Accordingly, the Company may experience economic losses and negative impacts
on earnings and equity as a result of exchange rate fluctuations in renminbi. Moreover, the Chinese
government imposes controls on the convertibility of renminbi into foreign currencies and, in
certain cases, the remittance of currency out of the PRC. The Company may experience difficulties
in completing the administrative procedures necessary to obtain and remit foreign currency.
15
13. Commitments and Contingencies
Operating lease commitments include the commitments under the lease agreements for the
Companys office premises. The Company leases office facilities under non-cancelable operating
leases with various expiration dates beginning 2005 through 2007. Rental expenses for the three and
nine months ended September 30, 2006 were $0.9 million and $2.5 million, respectively, and for the
three and nine months ended September 30, 2005 were $0.9 million and $2.9 million, respectively.
Based on the current rental lease agreements, future minimum rental payments required as of
September 30, 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than one |
|
One to |
|
Three to |
|
More than |
|
|
Total |
|
year |
|
three years |
|
five years |
|
five years |
|
|
|
|
|
|
|
|
|
|
( in thousands) |
|
|
|
|
|
|
|
|
Operating lease commitments |
|
$ |
2,293 |
|
|
$ |
2,293 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Purchase commitments mainly include minimum commitments for Internet connection fees
associated with web sites production, content fees associated with web sites production and MVAS,
advertising serving services and marketing activities. Purchase commitments as of September 30,
2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than one |
|
One to |
|
Three to |
|
More than |
|
|
Total |
|
year |
|
three years |
|
five years |
|
five years |
|
|
|
|
|
|
|
|
|
|
( in thousands) |
|
|
|
|
|
|
|
|
Purchase commitments |
|
$ |
13,527 |
|
|
$ |
10,122 |
|
|
$ |
3,295 |
|
|
$ |
42 |
|
|
$ |
68 |
|
There are uncertainties regarding the legal basis of our ability to operate an Internet
business and value-added telecommunication services in China. Although China has implemented a wide
range of market-oriented economic reforms, the telecommunication, information and media industries
remain highly regulated. Not only are such restrictions currently in place, but in addition
regulations are unclear as to in which specific segments of these industries companies with foreign
investors, including us, may operate and the manner of any such operations. Therefore, we might be
required to limit the scope of our operations in China or alter the manner in which we operate, or
both and any such operational changes could have a material adverse effect on our financial
position, results of operations and cash flows.
For a discussion of current lawsuits, please refer to Part II, Item 1. Legal Proceedings.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act, including, without limitation,
statements regarding our expectations, beliefs, intentions or future strategies that are signified
by the words expect, anticipate, intend, believe, the negative of such terms or other
comparable terminology. All forward-looking statements included in this document are based on
information available to us on the date hereof, and we undertake no obligation to update any such
forward-looking statements. Actual results could differ materially from those projected in the
forward-looking statements. In evaluating our business, you should carefully consider the
information set forth in the section titled Risk Factors in Part II, Item 1A. We caution you that
our businesses and financial performance are subject to substantial risks and uncertainties,
including the factors identified in Risk Factors, that could cause actual results to differ
materially from those in the forward-looking statements.
Overview
We are a leading online media company and value-added information services provider in the
Peoples Republic of China (the PRC or China) and the global Chinese communities. With a
branded network of localized web sites targeting Greater China and overseas Chinese, we provide
services through five major business lines including SINA.com (online news and content), SINA
Mobile (MVAS), SINA Online (community-based services, games and instant messaging), SINA.net
(search and enterprise solutions) and SINA E-Commerce (online shopping). Together these provide an
array of services including region-focused online portals, MVAS, search and directory,
interest-based and community-building channels, free and premium email, blog services audio and
video streaming, online games, virtual ISP, classified listings, fee-based services, e-commerce and
enterprise e-solutions. In turn, we generate revenues through advertising, MVAS, fee-based
services, e-commerce and enterprise services. Advertising and MVAS are currently the major sources
of our revenues and we expect this trend to continue in the near future.
16
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based
upon our consolidated financial statements, which have been prepared in accordance with generally
accepted accounting principles in the United States of America (GAAP). The preparation of these
financial statements requires us to make estimates, judgments and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those
related to customer programs and incentives, bad debts, investments, intangible assets, income
taxes, financing operations, restructuring, employee benefits, contingencies and litigation. We
base our estimates on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.
For further information on our critical accounting policies, see the discussion in the section
titled Recent Accounting Pronouncements below and Note 2 to the Condensed Consolidated Financial
Statements.
Other than noted below, there have been no significant changes during the first nine months of
2006 to the items disclosed as our critical accounting policies and estimates in the Managements
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on
Form 10-K for the year ended December 31, 2005.
Stock-based compensation
We adopted the provisions of, and account for stock-based compensation in accordance with,
SFAS 123R since January 1, 2006. We elected the modified-prospective method, under which prior
periods are not revised for comparative purposes. Under the fair value recognition provisions of
SFAS 123R, stock-based compensation cost is measured at the grant date based on the fair value of
the award and is recognized as an expense on a straight-line basis, net of estimated forfeitures,
over the requisite service period, which is generally the vesting period. We currently use the
Black-Scholes option pricing model to determine the fair value of stock options and ESPP shares.
The determination of the fair value of stock-based compensation awards on the date of grant using
an option-pricing model is affected by our stock price as well as assumptions regarding a number of
complex and subjective variables, including our expected stock price volatility over the term of
the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate
and expected dividends. Furthermore, we are required to estimate forfeitures at the time of grant
and record stock-based compensation expense only for those awards that are expected to vest. If
actual forfeitures differ from those estimates, we may need to revise those estimates in subsequent
periods.
If factors change and we employ different assumptions for estimating stock-based compensation
expense in future periods or if we decide to use a different valuation model, the future periods
may differ significantly from what we have recorded in the current period and could materially
affect our operating income, net income and net income per share.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable, characteristics not
present in our option grants and ESPP shares. Existing valuation models, including the
Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values of
our stock-based compensation. Consequently, there is a risk that our estimates of the fair values
of our stock-based compensation awards on the grant dates may bear little resemblance to the actual
values realized upon the exercise, expiration, early termination or forfeiture of those stock-based
payments in the future. Certain stock-based compensation awards, such as employee stock options,
may expire worthless or otherwise result in zero intrinsic value as compared to the fair values
originally estimated on the grant date and reported in our financial statements. Alternatively,
value may be realized from these instruments that are significantly higher than the fair values
originally estimated on the grant date and reported in our financial statements. There currently is
no market-based mechanism or other practical application to verify the reliability and accuracy of
the estimates stemming from these valuation models, nor is there a means to compare and adjust the
estimates to actual values.
The guidance provided in SFAS 123R and SAB 107 is relatively new. The application of these
principles may be subject to further interpretation and refinement over time. There are significant
differences among valuation models, and there is a possibility that we will adopt different
valuation models in the future. This may result in a lack of consistency in future periods and
materially affect the fair value estimates of stock-based compensation awards. It may also result
in a lack of comparability with other companies that use different models, methods and assumptions.
See Note 10 for further information regarding stock-based compensation under SFAS 123R.
17
Property and equipment
Property and equipment are stated at historical cost less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the estimated useful
lives of the assets, generally from three to five years. Judgment is required to determine the
estimated useful lives of assets, especially for computer equipment, including determining how long
existing equipment can function and when new technologies will be introduced at cost-effective
price points to replace existing equipment. Changes in these estimates and assumptions could
materially impact our financial position and results of operations.
During a recent fixed-assets inventory count, we noted that a significant portion of certain
fully depreciated computer equipment was still in use. We changed the estimated useful lives of
these computer equipment (e.g., servers and filers), from three years to four years. This change in
accounting estimate resulted in a reduction in depreciation expenses of $0.6 million in the first
quarter of 2006, of which $0.2 million were in the cost of advertising revenues and $0.4 million
were in operating expenses. Depreciation expenses were approximately $2.5 million and $7.2 million
for the three and nine months ended September 30, 2006, respectively, and $2.7 million and $6.9
million for the three and nine months ended September 30, 2005, respectively.
Goodwill
We test goodwill for impairment at the reporting unit level (operating segment or one level
below an operating segment) on an annual basis, or more frequently, if facts and circumstances
warrant a review. We make judgments about goodwill whenever events or changes in circumstances
indicate that an impairment in the value of goodwill recorded on our balance sheet may exist. The
timing of an impairment test may result in charges to our statements of operations in our current
reporting period that could not have been reasonably foreseen in prior periods. Application of
goodwill impairment test requires judgment, including the identification of reporting units,
assigning assets and liabilities to the reporting units, assigning goodwill to reporting units and
estimating the fair value of each reporting unit. Changes in these estimates and assumptions could
materially affect the determination of fair value of each reporting unit which could trigger
impairment. More conservative assumptions of the anticipated future benefits from these reporting
units could result in impairment charges, which would decrease net income and result in lower asset
values on our balance sheet. Conversely, less conservative assumptions could result in smaller or
no impairment charges, higher net income and higher asset values. See Note 6 Goodwill and
Intangible Assets in the condensed consolidated financial statements for additional information on
goodwill.
Recent Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. This Interpretation requires that the Company
recognize in its financial statements the impact of a tax position if that position is more likely
than not of being sustained on audit, based on the technical merits of the position. FIN 48 will be
effective for us starting January 1, 2007, with the cumulative effect of the change in accounting
principle, if any, recorded as an adjustment to opening retained earnings. We are currently
evaluating the impact of adopting FIN 48 on our consolidated financial position, cash flows and
results of operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards No.157, Fair
Value Measurements (SFAS157), which defines fair value, establishes guidelines for measuring
fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any
new fair value measurements but rather eliminates inconsistencies in guidance found in various
prior accounting pronouncements. SFAS 157 will be effective for us for the fiscal year ended
December 31, 2007. We are currently evaluating the impact of adopting SFAS 157 on our consolidated
financial position, cash flows and results of operations.
In September 2006, the SEC released SAB No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB
108 provides interpretive guidance on the SECs views on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a current year
misstatement. The provisions of SAB 108 will be effective for us for the fiscal year ended December
31, 2006. We are currently evaluating the impact of applying SAB 108 but do not believe that the
application of SAB 108 will have a material effect on our financial position, cash flows, and
results of operations.
18
Results of Operations
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
% of net |
|
|
|
|
|
|
% of net |
|
|
% of |
|
|
|
|
|
|
|
revenues |
|
|
|
|
|
|
revenues |
|
|
change |
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
32,697 |
|
|
|
58 |
% |
|
$ |
22,968 |
|
|
|
46 |
% |
|
|
42 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-advertising: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MVAS |
|
|
21,811 |
|
|
|
39 |
% |
|
|
24,134 |
|
|
|
49 |
% |
|
|
-10 |
% |
Other |
|
|
1,551 |
|
|
|
3 |
% |
|
|
2,522 |
|
|
|
5 |
% |
|
|
-39 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
23,362 |
|
|
|
42 |
% |
|
|
26,656 |
|
|
|
54 |
% |
|
|
-12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues |
|
$ |
56,059 |
|
|
|
100 |
% |
|
$ |
49,624 |
|
|
|
100 |
% |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
% of net |
|
|
|
|
|
|
% of net |
|
|
% of |
|
|
|
|
|
|
|
revenues |
|
|
|
|
|
|
revenues |
|
|
change |
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
84,332 |
|
|
|
54 |
% |
|
$ |
59,989 |
|
|
|
42 |
% |
|
|
41 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-advertising: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MVAS |
|
|
66,953 |
|
|
|
43 |
% |
|
|
73,267 |
|
|
|
52 |
% |
|
|
-9 |
% |
Other |
|
|
5,164 |
|
|
|
3 |
% |
|
|
8,346 |
|
|
|
6 |
% |
|
|
-38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
72,117 |
|
|
|
46 |
% |
|
|
81,613 |
|
|
|
58 |
% |
|
|
-12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues |
|
$ |
156,449 |
|
|
|
100 |
% |
|
$ |
141,602 |
|
|
|
100 |
% |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three and nine months ended September 30, 2006, total net revenues increased by
$6.4 million, or 13%, and $14.8 million, or 10%, respectively, compared to the same periods of
2005. Advertising revenues in absolute dollars and as a percentage of total net revenues grew while
MVAS and other non-advertising revenues declined.
Advertising. The year-over-year growth in advertising revenues in the third quarter and first
nine months of 2006 was primarily due to the increase in the number of advertisers, price and
overall average spending per advertiser in China. Revenues from the automobile, information
technology and real estate sectors contributed to a majority of advertising revenues for the third
quarter of 2006 and were responsible for a majority of advertising revenues growth in the third
quarter of 2006, compared to the same period last year. Growth for the third quarter and the first
nine months of 2006 was partially driven by the 2006 FIFA World Cup event.
During the third quarter and first nine months of 2006, China accounted for 98% and 97% of our
total advertising revenues, respectively, compared to 96% and 95% in the same periods of 2005,
respectively. Average spending per advertising customer in the PRC grew to approximately $57,500 in
the third quarter of 2006 from approximately $54,400 in the same period last year. Our top ten
customers in aggregate generated 18% and 19% of our advertising revenues during the third quarter
and first nine months of 2006, respectively, compared to 15% and 13% in the same periods of 2005.
Non-advertising. The year-over-year decline in non-advertising revenues in the third quarter
and first nine months of 2006 can be attributed mostly to the decline in MVAS revenues and other
non-advertising revenues.
MVAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
% of change |
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
2.0G products |
|
$ |
18,797 |
|
|
|
86 |
% |
|
$ |
20,661 |
|
|
|
86 |
% |
|
|
-9 |
% |
2.5G products |
|
|
3,014 |
|
|
|
14 |
% |
|
|
3,473 |
|
|
|
14 |
% |
|
|
-13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MVAS revenues |
|
$ |
21,811 |
|
|
|
100 |
% |
|
$ |
24,134 |
|
|
|
100 |
% |
|
|
-10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
% of change |
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
2.0G products |
|
$ |
56,771 |
|
|
|
85 |
% |
|
$ |
62,435 |
|
|
|
85 |
% |
|
|
-9 |
% |
2.5G products |
|
|
10,182 |
|
|
|
15 |
% |
|
|
10,832 |
|
|
|
15 |
% |
|
|
-6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total MVAS revenues |
|
$ |
66,953 |
|
|
|
100 |
% |
|
$ |
73,267 |
|
|
|
100 |
% |
|
|
-9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Revenues from 2.0G products, which includes SMS, interactive voice response system (IVR) and
color ringbacktone (CRBT), decreased 9% year-over-year in both the third quarter and first nine
months of 2006. Revenues from SMS were $12.4 million and $17.4 million in the third quarter of 2006
and 2005, respectively, and accounted for 57% and 72% of total MVAS revenues over the respective
periods. During the first nine months of 2006, SMS revenues declined $8.7 million, or 16%,
year-over-year, which was largely due to higher churn rates by our monthly subscription users and
less effective means to recruit new users. SMS revenues accounted for 67% and 73% of total MVAS
revenues in the first nine months of 2006 and 2005, respectively. Revenues from IVR grew 200% and
85% year-over-year in the third quarter and first nine months of 2006 to $5.6 million and $9.9
million, respectively, primarily due to increased promotion and addition of IVR service with China
Telecom. Revenues from CRBT decreased 45% and 42% year-over-year in the third quarter and first
nine months of 2006, respectively, resulting from a reduction in marketing efforts.
On a year-over-year basis, revenues from 2.5G products, which include multimedia messaging
service (MMS), wireless application protocol (WAP) and Kjava, decreased 13% and 6% for the
third quarter of 2006 and nine months ended September 30, 2006, respectively. Revenues from MMS
declined 32% and 46% for the third quarter of 2006 and the first nine months of 2006, respectively.
The year-over-year decline in MMS revenues was mainly related to certain changes by China Mobile,
including the switch to a new billing platform as well as policy changes on monthly subscription
services. These changes by China Mobile have made new user recruitment more difficult, increased
the failure rate on fee collection from users and increased the churn rate of monthly subscribers.
In July 2006, China Mobile made significant changes to their policy on subscription-based
MVAS. These changes were in accordance with policy directives from Chinas Ministry of Information
Industry (MII) and were intended to address a number of issues, including reducing subscriber
complaints, increasing customer satisfaction and promoting healthy development of the MVAS industry
in China. The key changes include requiring double confirmations on new MVAS
subscriptions as well as sending SMS reminders to existing monthly subscribers of SMS, MMS and WAP
to inform them of their MVAS subscription and fee information. Certain provincial subsidiaries,
such as Guangdong Mobile, one of China Mobiles largest provincial subsidiaries, have begun to
discontinue charging MVAS users monthly subscription fees unless the users reply to the SMS
reminders and reconfirm their subscription. Other provincial subsidiaries are expected to announce
similar measures of their own. In addition, China Mobiles provincial subsidiaries began canceling
existing WAP subscriptions that have been inactive for four months and existing SMS subscriptions
of users who have not successfully received more than three SMS messages during the month. In
September 2006, China Unicom began enforcing double confirmations on new subscription services.
These policy changes by mobile operators have reduced our ability to acquire new monthly MVAS
subscribers and increased the churn rate of our existing monthly MVAS subscribers. Although we have
not completed our assessment of the policy changes, we believe that these changes will have a
significant and adverse impact on our results of operations, cash flows and financial condition
going forward. China Mobile, China Unicom and other mobile operators may announce additional
measures in response to the MII campaign in the future.
For the third quarter of 2006, 39% of our revenues were from the MVAS business, approximately
36% and 21% of which related to monthly subscription from China Mobile and China Unicom,
respectively. Since we derive the majority of our subscription revenues from SMS, MMS and WAP, we
expect revenues from these products to be negatively impacted going forward. We are in the process
of developing and promoting new products, such as IVR, that we believe are not subject to either China
Mobiles or China Unicoms recent policy changes. However, there is no guarantee that we will be
able to develop any such new products, that any such products will achieve market acceptance or
that such products will not be affected by future changes in rules and regulations.
Other non-advertising revenues
Other non-advertising revenues include fee-based services, such as virtual ISP and paid email
services, e-commerce and other enterprise services such as paid search and directory listings. The
year-over-year decreases in other non-advertising revenues in the third quarter and first nine
months of 2006 were due to revenue declines from paid search and directory listings, loss of
revenues from the sale of our online hotel-booking business in the third quarter of 2005 and the
sale of our interest in an online auction joint venture in the fourth quarter of 2005.
20
Revenues from paid search and directory listings accounted for 49% and 58% of our other
non-advertising revenues in the third quarter and first nine months of 2006, respectively. These
revenues are generated mainly from pay-by-listing products offered on our old search platform.
Starting in the first quarter of 2006, we began to promote our new search engine iAsk as the
preferred search engine on our website. iAsk is currently being offered free of charge.
Consequently, we expect revenues from paid search and directory listings to continue to decline as
existing contracts expire.
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
% of Change |
|
|
|
(in thousands, except percentages) |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
11,333 |
|
|
$ |
7,410 |
|
|
|
53 |
% |
Non-advertising: |
|
|
|
|
|
|
|
|
|
|
|
|
MVAS |
|
|
8,313 |
|
|
|
8,279 |
|
|
|
* |
|
Other |
|
|
402 |
|
|
|
391 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
8,715 |
|
|
|
8,670 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
$ |
20,048 |
|
|
$ |
16,080 |
|
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
% of Change |
|
|
|
(in thousands, except percentages) |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
29,948 |
|
|
$ |
19,845 |
|
|
|
51 |
% |
Non-advertising: |
|
|
|
|
|
|
|
|
|
|
|
|
MVAS |
|
|
26,638 |
|
|
|
24,323 |
|
|
|
10 |
% |
Other |
|
|
1,167 |
|
|
|
1,181 |
|
|
|
-1 |
% |
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
27,805 |
|
|
|
25,504 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
$ |
57,753 |
|
|
$ |
45,349 |
|
|
|
27 |
% |
|
|
|
|
|
|
|
|
|
|
|
Compared to last year, cost of revenues increased 25% in the third quarter and 27% in the
first nine months of 2006. This was primarily due to the increase in cost of revenues from our
advertising, and to a lesser extent, MVAS businesses.
Advertising. Cost of advertising revenues consist mainly of expenses associated with the
production of our web sites, which include fees paid to third parties for Internet connection,
content and services, personnel-related costs and equipment depreciation expenses associated with
our website production. Cost of advertising revenues also includes the business taxes on
advertising sales in the PRC. Business taxes, surcharges and cultural business construction fees
levied on advertising sales are approximately 8.5% of the advertising revenues.
The year-over-year increases of 53% and 51% in cost of advertising revenues in the third
quarter and first nine months of 2006, respectively, were primarily due to the increase in web
production costs driven by an increase in web production personnel and content fees, the increase
in Internet connection costs associated with the additional bandwidth as well as the increase in
business taxes associated with higher advertising revenues. These increases were driven by the need
to provide additional resources to support our web traffic and advertising revenue growth. Upon the
adoption of SFAS 123R on January 1, 2006, cost of advertising revenues in the third quarter and
first nine months of 2006 also included stock-based compensation of $0.6 million and $1.3 million,
respectively.
Non-advertising. Cost of non-advertising revenues consists mainly of fees paid to third-party
mobile operators for their services relating to the collection of our MVAS revenues and for using
their transmission gateways, fees or royalties paid to third-party content providers for services
and content associated with our MVAS, and costs for providing our enterprise services. Cost of
non-advertising revenues also includes business taxes levied on non-advertising sales in the PRC.
Business taxes and surcharges levied on MVAS are approximately 3.3% for mobile related revenues and
5.5% for other non-advertising revenues.
21
Compared to last year, cost of MVAS revenues increased less than 1% in the third quarter and
10% in the first nine months of 2006. The year-over-year increases were mostly due to the increase
in royalties paid to third-party content providers and the increase
in fees retained by or paid to mobile operators. Fees paid to third-party content providers
for the third quarter of 2006 and 2005 were $1.6 million and $1.5 million, respectively, or 7% and
6% of our MVAS revenues, respectively, and $5.9 million and $4.3 million for the first nine months
of 2006 and 2005, respectively, or 9% and 6% of our MVAS revenues, respectively. Fees retained by
or paid to mobile operators for the third quarter of 2006 and 2005 were $6.2 million and $6.0
million, respectively, or 28% and 25% of our MVAS revenues, respectively, and $19.3 million and
$18.1 million in the first nine months of 2006 and 2005, respectively, or 29% and 25% of our MVAS
revenues, respectively.
Under certain renewed arrangements with China Unicom, the service fee that China Unicom
charges has been revised to a flat rate of 20% of the fees we charge to our users. Historically,
service fees from China Unicom were set based on the volume of business with the mobile operator
and mainly fluctuated between 10 40%, depending on the period and arrangement, but typically were
around 12%. In July 2005, China Mobile introduced a three-tier scheme to revenue sharing on new
arrangements. Under the new scheme, China Mobile charges 15% for using only its billing services,
30% for using its billing and customer support services and 50% for using its billing, customer
support and marketing services. We currently do not rely on China Mobile for customer support and
marketing services. However, if we choose to or are required to use China Mobiles customer support
or marketing services in the future, our operating margin for MVAS will be negatively impacted.
China Mobile and China Unicom may choose to further increase the fees charged for providing their
services, which may have a material adverse impact on our results of operations. For these reasons,
historical cost trends may not be indicative of future results.
Gross profit margins
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
2006 |
|
2005 |
Gross profit margins: |
|
|
|
|
|
|
|
|
Advertising |
|
|
65 |
% |
|
|
68 |
% |
Non-advertising: |
|
|
|
|
|
|
|
|
MVAS |
|
|
62 |
% |
|
|
66 |
% |
Other |
|
|
74 |
% |
|
|
84 |
% |
Subtotal |
|
|
63 |
% |
|
|
67 |
% |
Overall |
|
|
64 |
% |
|
|
68 |
% |
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
2006 |
|
2005 |
Gross profit margins: |
|
|
|
|
|
|
|
|
Advertising |
|
|
64 |
% |
|
|
67 |
% |
Non-advertising: |
|
|
|
|
|
|
|
|
MVAS |
|
|
60 |
% |
|
|
67 |
% |
Other |
|
|
77 |
% |
|
|
86 |
% |
Subtotal |
|
|
61 |
% |
|
|
69 |
% |
Overall |
|
|
63 |
% |
|
|
68 |
% |
Overall gross profit margin for the third quarter and first nine months of 2006 declined 4%
and 5%, respectively, from the same periods of 2005.
Advertising. The year-over-year decreases in advertising gross profit margin in the third
quarter and first nine months of 2006 were primarily due to the increased investment in our website
production and stock-based compensation, which we began to expense starting January 1, 2006,
pursuant to SFAS 123R. Stock-based compensation for the third quarter and the first nine months of
2006 accounted for approximately 2% of our advertising revenues.
Non-advertising. The majority of the costs associated with non-advertising revenues are
variable costs. The year-over-year decreases in non-advertising gross profit margin for the third
quarter and first nine months of 2006 were mainly driven by the increase in transmission and
content costs without a proportionate increase in revenues from MVAS. We expect a further increase
in fees paid to mobile operators and content providers as a percentage of MVAS revenues, which
would result in a continuing decline in MVAS gross profit margin in the near future.
22
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
|
|
2006 |
|
2005 |
|
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
% of total net |
|
|
|
|
|
% of total net |
|
|
|
|
|
|
|
|
revenues |
|
|
|
|
|
revenues |
|
% of change |
Sales and marketing expenses |
|
$ |
12,210 |
|
|
|
22 |
% |
|
$ |
15,735 |
|
|
|
32 |
% |
|
|
-22 |
% |
Product development expenses |
|
$ |
5,082 |
|
|
|
9 |
% |
|
$ |
3,816 |
|
|
|
8 |
% |
|
|
33 |
% |
General and administrative expenses |
|
$ |
7,832 |
|
|
|
14 |
% |
|
$ |
4,210 |
|
|
|
8 |
% |
|
|
86 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
|
|
2006 |
|
2005 |
|
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
% of total net |
|
|
|
|
|
% of total net |
|
|
|
|
|
|
|
|
revenues |
|
|
|
|
|
revenues |
|
% of change |
Sales and marketing expenses |
|
$ |
37,512 |
|
|
|
24 |
% |
|
$ |
37,937 |
|
|
|
27 |
% |
|
|
-1 |
% |
Product development expenses |
|
$ |
14,685 |
|
|
|
9 |
% |
|
$ |
11,038 |
|
|
|
8 |
% |
|
|
33 |
% |
General and administrative expenses |
|
$ |
20,416 |
|
|
|
13 |
% |
|
$ |
13,985 |
|
|
|
10 |
% |
|
|
46 |
% |
Sales and marketing expenses. Sales and marketing expenses consist primarily of compensation
expenses, sales commissions, advertising expenditures and travel and entertainment expenses. The
year-over-year decreases in sales and marketing expenses in absolute dollars and as a percentage of
total net revenues for the third quarter and first nine months of 2006 were primarily due to
decreased promotions for our MVAS products and partially offset by increased sales-related
personnel expenses, such as bonus and commissions. Sales and marketing expenses in the third
quarter and first nine months of 2006 also included stock-based compensation of $0.5 million and
$1.1 million, respectively, as a result of adopting SFAS 123R on January 1, 2006.
Product development expenses. Product development expenses consist primarily of
personnel-related expenses incurred for enhancement to and maintenance of our web sites as well as
costs associated with new product development such as email, blog and search engine products. The
year-over-year increases in the third quarter and first nine months of 2006 in absolute dollars and
as a percentage of total net revenues were primarily due to an increase in headcount and
depreciation expenses resulting from additional purchases of capital equipment. Product development
expenses in the third quarter and first nine months of 2006 also included stock-based compensation
of $0.6 million and $1.3 million, respectively, as a result of adopting SFAS 123R. We expect our
product development expenses to continue to increase in absolute dollars in the near future.
General and administrative expenses. General and administrative expenses consist primarily of
personnel-related expenses, professional fees and provision for doubtful accounts. Our general and
administrative expenses also include expenses relating to the transfer of the economic benefits
generated from our VIEs in the PRC to our subsidiaries. The year-over-year increases in absolute
dollars and as a percentage of total net revenues for the third quarter and first nine months of
2006 were mainly due to the increase in bad debt expenses of $1.6 million and $2.3 million,
respectively, as a result of increased advertising revenues as well as certain aging mobile
receivables. General and administrative expenses in the third quarter and first nine months of
2006 also included stock-based compensation of $1.0 million and $3.5 million, respectively, from
the adoption of SFAS 123R. Other increases for the third quarter and first nine months of 2006
included payroll-related expenses and the transfer of economic benefits generated from our VIEs in the PRC to our subsidiaries
totaling $0.4 million and $1.4 million, respectively. During the three and nine months ended
September 30, 2005, we incurred certain non-recurring expenses, $0.2 million and $1.4 million in
professional fees, respectively, in relation to our adoption of a shareholder rights plan and $0.2
million related to the consolidation of our facilities in Beijing in the first quarter of 2005.
Amortization of intangible assets.
Amortization of intangibles for the three and nine months ended September 30, 2006 were
approximately $0.5 million and $1.4 million, respectively, or 1% of total net revenues, compared
with $0.6 million and $2.7 million, or 1% and 2% of total net revenues, respectively, over the same
periods of 2005. As of September 30, 2006, the net carrying amount of our intangible assets
consists of purchased technology and non-competition agreements. These intangible assets are
amortized over their respective useful lives. See Note 6 to the Condensed Consolidated Financial
Statements for further information on intangible assets, including estimates of amortization
expenses for future periods.
23
Interest and other income
Interest and other income grew to $2.2 million and $6.1 million for the third quarter and the
first nine months of 2006, respectively, from $1.7 million and $4.8 million in the same period last
year. The year-over-year increases were primarily due to higher balance of cash, cash equivalent
and short-term investments as well as higher interest rates.
Amortization of convertible debt issuance cost
As a result of the sale of our zero coupon convertible subordinated notes in July 2003, we
recorded convertible debt issuance cost of approximately $2.7 million, which is being amortized on
a straight-line basis over four years. The amortization expense was $0.2 million for the third
quarter of each of 2006 and 2005 and $0.5 million for first nine months of 2006 and 2005.
Loss on equity investments
The following summarizes the net loss on our equity investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands, except percentages) |
|
COAL |
|
$ |
|
|
|
$ |
(689 |
) |
|
$ |
|
|
|
$ |
(2,187 |
) |
Shanghai NC SINA |
|
|
|
|
|
|
(111 |
) |
|
|
(108 |
) |
|
|
146 |
|
Others |
|
|
(185 |
) |
|
|
(196 |
) |
|
|
(582 |
) |
|
|
(379 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(185 |
) |
|
$ |
(996 |
) |
|
$ |
(690 |
) |
|
$ |
(2,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
% of total net revenues |
|
|
<1 |
% |
|
|
2 |
% |
|
|
<1 |
% |
|
|
2 |
% |
During the fourth quarter of 2005, we sold our 33% interest in COAL (a.k.a. 1Pai.com), an
online auction joint venture with Yahoo! Inc., to Alibaba.com. During second quarter of 2006, we
sold our 51% interest in Shanghai NC SINA, a joint venture with NC Soft, and recorded a gain of
$2.0 million from the sale.
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
|
(in thousands, except percentages) |
Income tax provision |
|
$ |
1,095 |
|
|
$ |
647 |
|
|
$ |
2,778 |
|
|
$ |
1,860 |
|
Effective tax rate for China operation |
|
|
7 |
% |
|
|
6 |
% |
|
|
7 |
% |
|
|
5 |
% |
Based on our current operating structure and preferential tax treatments available to us in
China, we expect our effective income tax rate for our China operation to be between 5% to 10% in
2006. The increases in effective income tax rate from the same periods last year were primarily due
to the expiration of tax holidays for certain entities in China. For further information on our tax
structures and inherent risks see If tax benefits currently available to us in China were no
longer available, our effective income tax rates for our China operations could increase to 33%
under Risk Factors in Part II Item 1A. See also Note 8 Income Taxes to the Condensed
Consolidated Financial Statements for further discussion on income taxes.
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
As of September 30, |
|
|
2006 |
|
2005 |
|
|
(in thousands) |
Cash, cash equivalents and short-term investments |
|
$ |
345,343 |
|
|
$ |
288,636 |
|
Working capital |
|
$ |
347,467 |
|
|
$ |
292,856 |
|
Shareholders equity |
|
$ |
365,601 |
|
|
$ |
303,713 |
|
We have funded our recent operations and capital expenditures primarily using the $97.5
million raised through the sale of preference shares, the $68.8 million raised from the sale of
ordinary shares in the initial public offering and the $97.3 million raised from the sale of zero
coupon convertible subordinated notes in July 2003 as well as net income from our operations.
As of September 30, 2006, we had $345.3 million in cash, cash equivalents and short-term
investments to meet the future requirements of our operating activities. We believe that our
existing cash, cash equivalents and short-term investments will be sufficient to fund our operating
activities, capital expenditures and other obligations for at least the next twelve months.
However, we
24
may sell additional equities or obtain credit facilities to enhance our liquidity
position or increase our cash reserve for future
acquisitions. The sale of additional equity would result in further dilution to our
shareholders. The incurrence of indebtedness would result in increased fixed obligations and could
result in operating covenants that would restrict our operations. We cannot guarantee that
financing will be available in amounts or on terms acceptable to us, if at all.
The following table sets forth the movements of our cash and cash equivalents for the periods
presented:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
Net cash provided by operating activities |
|
$ |
48,236 |
|
|
$ |
43,902 |
|
Net cash provided by (used in) investing activities |
|
|
25,415 |
|
|
|
(93,159 |
) |
Net cash provided by financing activities |
|
|
5,439 |
|
|
|
5,898 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1,352 |
|
|
|
2,896 |
|
|
|
|
|
|
|
|
Net increase(decrease) in cash and cash equivalents |
|
|
80,442 |
|
|
|
(40,463 |
) |
Cash and cash equivalents at beginning of period |
|
|
88,410 |
|
|
|
153,768 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
168,852 |
|
|
$ |
113,305 |
|
|
|
|
|
|
|
|
Operating activities
Net cash provided by operating activities for the nine months ended September 30, 2006 was
$48.2 million. This was primarily attributable to our net income of $28.2 million, adjusted by
non-cash related expenses, gains and losses of $19.7 million and a net increase in working capital
of $0.3 million. The increase in working capital was mainly due to a net increase in accrued
liabilities, income taxes payable and accounts payable totaling $10.7 million, offset by a net
increase in accounts receivable, prepaid expenses and other current assets, and other assets
totaling $10.4 million.
Net cash provided by operating activities for the nine months ended September 30, 2005 was
$43.9 million. Net cash provided by operating activities was primarily attributable to our net
income of $29.4 million, adjusted by non-cash related expenses, gain and loss of $14.2 million and
a net increase in working capital items of $0.3 million. The increase in working capital was mainly
due to a decrease in accounts receivable of $7.1 million, which mainly resulted from improved
collection and lower revenues, offset by a decrease in accrued liabilities of $6.1 million which
was primarily due to the decrease in accrual for sales rebates, payroll withholding tax and
customer advances and a decrease in income tax payable of $1.1million.
The year-over-year increase in net cash provided by operating activities for the nine months
ended September 30, 2006 was primarily attributable to increased net income adjusted by non-cash
related expenses.
Investing activities
Net cash provided by investing activities for the nine months ended September 30, 2006 was
$25.4 million. This was primarily generated from the sale of short-term investments of $38.9
million and from the sales of our interests in an online auction joint venture, online game joint
venture and online travel business totaling $5.6 million, offset by additional consideration paid
for the Crillion acquisition of $11.3 million and equipment purchases of $7.8 million.
Net cash used in investing activities for the nine months ended September 30, 2005 was $93.2
million. This was primarily related to the purchase of short-term investments in an amount of $52.7
million, additional consideration totaling $26.1 million related to the Bravado, Crillion and
Davidhill acquisitions, investment in capital spending of $12.6 million and equity investments of
$3.0 million, offset by the net proceeds from the sale of our online travel business of $1.8
million.
Financing activities
Net cash provided by financing activities for the nine months ended September 30, 2006 and
2005 were $5.4 million and $5.9 million, respectively, both primarily representing the proceeds
from the exercise of stock options.
Contractual Obligations
As of September 30, 2006, our contractual obligations consisted of long-term debt obligations,
operating lease obligations, purchase obligations and other contractual obligations. Long-term debt
obligations represent the $100 million zero-coupon convertible
25
subordinated notes issued on July 7,
2003. Operating lease obligations relate to our facilities in the PRC, as well as in the U.S.,
Taiwan
and Hong Kong. Purchase obligations mainly include the commitments for Internet connection
fees associated with website production, content fees associated with website production and MVAS,
advertising serving services and marketing activities. As of September 30, 2006, operating lease
commitments totaled $2.3 million and purchase obligations totaled $13.5 million. For additional
information on operating lease obligations, purchase obligations and other contractual obligations,
see Note 13 Commitments and contingencies to the Condensed Consolidated Financial Statements.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the
payment obligations of any unconsolidated third parties. In addition, we have not entered into any
derivative contracts that are indexed to our shares and classified as shareholders equity, or that
are not reflected in our consolidated financial statements. Furthermore, we do not have any
retained or contingent interest in assets transferred to an unconsolidated entity that serves as
credit, liquidity or market risk support to such entity. Moreover, we do not have any variable
interest in any unconsolidated entity that provides financing, liquidity, market risk or credit
support to us or engages in leasing, hedging or research and development services with us.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate and Security Market Risk
Our investment policy limits our investments of excess cash to government or quasi-government
securities and in high-quality corporate securities and limits the amount of credit exposure to any
one issuer. We protect and preserve our invested funds by limiting default, market and reinvestment
risk. Due to the fact that a majority of our investments are in short-term instruments, we believe
that the Company has the ability to hold to maturity these investments. As of September 30, 2006 we
had unrealized losses of $2.7 million related to our short-term investments included in accumulated
other comprehensive loss in shareholders equity.
Our zero coupon convertible subordinated notes due 2023, which were issued in July 2003 in the
amount of $100 million, bear no interest and are denominated in U.S. dollars and therefore there is
no interest or foreign currency exchange risk associated with the outstanding notes.
Foreign Currency Exchange Rate Risk
The majority of our revenues derived and expenses and liabilities incurred are in Chinese
renminbi with a relatively small amount in New Taiwan dollars, Hong Kong dollars and U.S. dollars.
Thus, our revenues and operating results may be impacted by exchange rate fluctuations in the
currencies of China, Taiwan and Hong Kong. See Currency fluctuations and restrictions on currency
exchange may adversely affect our business, including limiting our ability to convert Chinese
renminbi into foreign currencies and, if Chinese renminbi were to decline in value, reducing our
revenue in U.S. dollar terms under Part II Item 1A. Risk Factors. We have not reduced our exposure
to exchange rate fluctuations by using hedging transactions. While we may choose to do so in the
future, the availability and effectiveness of any hedging transactions may be limited and we may
not be able to successfully hedge our exchange rate risks. Accordingly, we may experience economic
losses and negative impacts on earnings and equity as a result of foreign exchange rate
fluctuations. For the third quarter and first nine months of 2006, foreign currency translation
adjustments to our comprehensive income were $2.7 million and $4.9 million, respectively, and the
foreign currency transaction losses were approximately $0.04 million and $0.07 million,
respectively, primarily as a result of the Chinese renminbi appreciating against the U.S. dollar.
Investment Risk
Equity investments
We have direct investments in privately held companies, which are considered in the start-up
or development stages. These investments are inherently risky. The technologies or products these
companies have under development are typically in the early stages and may never materialize. We
could lose a substantial part of our investment in these companies. The Company monitors its
investments for other-than-temporary impairment by considering factors including, but are not
limited to, current economic and market conditions, the operating performance of the companies
including current earnings trends and undiscounted cash flows and other company-specific
information including recent financing rounds. The evaluation process is based on information that
it requests from these privately-held companies. This information is not subject to the same
disclosure regulations as U.S. publicly traded
26
companies, and as such, the basis for these evaluations is subject to the timing and the
accuracy of the data received from these companies. See also Note 5 Equity Investments to the
Condensed Consolidated Financial Statements.
For a discussion on the investment risk of Tidetime Sun, please refer to Note 4 Investment
in Tidetime Sun to the Condensed Consolidated Financial Statements.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, we carried out an evaluation,
under the supervision of, and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that: (i) as of the end of the period covered by this report, our disclosure
controls and procedures were effective to enable us to record, process, summarize and report
information required to be included in our reports that we file or submit under the Exchange Act
within the time periods required; and (ii) as of the end of the period covered by this report, our
disclosure controls and procedures were effective in ensuring that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter
ended September 30, 2006 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART IIOTHER INFORMATION
Item 1. Legal Proceedings
In February 2005, multiple purported securities class action complaints were filed against the
Company and certain officers and directors of the Company in the United States District Court for
the Southern District of New York, following the Companys announcement of anticipated financial
results for the first quarter of 2005 ending on March 31, 2005. The complaints seek unspecified
damages on alleged violations of federal securities laws during the period from October 26, 2004 to
February 7, 2005. The complaints allege violations of the federal securities laws through the
issuance of false or misleading statements during the class period covered.
On July 1, 2005, Judge Naomi Buchwald consolidated the cases under the caption In re SINA
Corporation Securities Litigation and appointed City of Sterling Heights General Employees
Retirement System, City of St. Clair Shores Police and Fire Retirement System, and Charter Township
of Clinton Police and Fire Retirement System (collectively the MAPERS Funds Group) as lead
plaintiff. The MAPERS Funds Group filed an amended consolidated complaint on September 9, 2005. On
September 25, 2006, Judge Buchwald issued an order granting the defendants motion to dismiss the
amended consolidated complaint in its entirety, without leave to amend. The MAPERS Funds Group
filed a notice of appeal from the dismissal order on October 24, 2006. The Company intends to take
all appropriate action in response to these lawsuits. The Company cannot estimate any possible loss
at this time.
From time to time, the Company may also be subject to legal proceedings and claims in the
ordinary course of business, including claims of alleged infringement of copyrights and other
intellectual property rights in connection with the content published on our websites.
Item 1A. Risk Factors
We have updated the risk factors previously disclosed in Part I Item 1A of our Annual Report
on Form 10-K for the year ended December 31, 2005.
Because our operating history is limited and the revenue and income potential of our business
and markets are unproven, we cannot predict whether we will meet internal or external expectations
of future performance.
27
We believe that our future success depends on our ability to significantly increase revenue
from our operations, of which we have a limited history. Accordingly, our prospects must be
considered in light of the risks, expenses and difficulties frequently encountered by companies
with a limited operating history. These risks include our ability to:
|
|
offer new and innovative products; |
|
|
|
attract buyers for our MVAS; |
|
|
|
attract advertisers; |
|
|
|
attract a larger audience to our network; |
|
|
|
derive revenue from our users from fee-based Internet services; |
|
|
|
respond effectively to competitive pressures and address the effects of strategic
relationships or corporate combinations among our competitors; |
|
|
|
maintain our current, and develop new, strategic relationships; |
|
|
|
increase awareness of our brand and continue to build user loyalty; |
|
|
|
attract and retain qualified management and employees; |
|
|
|
upgrade our technology to support increased traffic and expanded services; and |
|
|
|
expand the content and services on our network or secure certain premium content. |
Until recently, we had incurred accumulated deficits and we may incur future losses.
We had incurred net losses through the third quarter of 2002. As of September 30, 2006 and
December 31, 2005, we had retained earnings of $54.3 million and $26.1 million, respectively. We
cannot be certain we will sustain profitability. If we do not sustain profitability, the market
price of our ordinary shares may decline.
We are relying on advertising sales as a significant part of our future revenue, but the
online advertising market is subject to many uncertainties, which could cause our advertising
revenues to decline.
Our advertising revenue growth is dependent on increased revenue from the sale of advertising
space on our network. The growth of online advertising in Greater China is subject to many
uncertainties and many of our current and potential advertisers have limited experience with the
Internet as an advertising medium, have not traditionally devoted a significant portion of their
advertising expenditures or other available funds to web-based advertising, and may not find the
Internet to be effective for promoting their products and services relative to traditional print
and broadcast media. Our ability to generate and maintain significant advertising revenue will
depend on a number of factors, many of which are beyond our control, including but not limited to:
|
|
the development and retention of a large base of users possessing demographic characteristics attractive to advertisers; |
|
|
|
increased competition and potential downward pressure on online advertising prices and limitations on inventory; |
|
|
|
the development of independent and reliable means of verifying levels of online advertising and traffic; and |
|
|
|
the effectiveness of our advertising delivery, tracking and reporting systems. |
If the Internet does not become more widely accepted as a medium for advertising, our ability
to generate increased revenue could be negatively affected.
Our growth in advertising revenues, to a certain extent, will also depend on our ability to
increase the advertising space on our network. If we fail to increase our advertising space at a
sufficient rate, our growth in advertising revenues could be hampered. Further, the increasing
usage of Internet advertising blocking software may result in a decrease of our advertising
revenues as the advertisers may choose not to advertise on the Internet if Internet advertising
blocking software is widely used.
28
We are relying on MVAS for a significant portion of our future revenue.
MVAS revenues accounted for 39% and 49% of our total net revenues in the third quarter of 2006
and 2005, respectively. SMS revenues accounted for 57% and 72% of our MVAS revenues in the third
quarter of 2006 and 2005, respectively. If users do not adopt our MVAS at a sufficient rate, or if
our SMS revenues fail to grow, our revenue growth could be negatively affected. Our MVAS revenues
declined significantly in 2005 from the prior year and may continue to decline in the future.
Factors that may prevent us from maintaining or growing our MVAS revenues include:
|
|
our ability to develop new services that become accepted by the market; |
|
|
|
our ability to retain existing customers of our subscription services; |
|
|
|
our ability to attract new subscribers in a cost-effective manner; |
|
|
|
competitors, including mobile operators, may launch competing or better products than ours; |
|
|
|
changes in policy, process and/or system by China Mobile, China Unicom or other mobile operators, on whom we rely for
service delivery, billing and fee collection, and who in the past have made sudden changes that have significantly impacted
our revenues and may continue to do so in the future; and |
|
|
|
changes in government regulations, which could restrict our MVAS offerings and/or our ability to market our services. |
In addition to the above, we are relying on new MVAS such as MMS, IVR, CRBT, Kjava and WAP to
be a significant part of our future revenue growth for MVAS. However, the current market size for
these new MVAS is relatively small and adoption rates are still relatively low for these services
compared to SMS services. If revenues from these services do not continue to grow significantly,
our financial position, results of operations and cash flows could be materially and adversely
affected, the price of our ordinary shares could decline and you could lose part or all of your
investment.
With respect to MVAS, we rely on China Mobile and China Unicom for service delivery, billing
and fee collection.
Our MVAS offerings depend mainly on the cooperation arrangements with China Mobile and its
subsidiaries and China Unicom and its subsidiaries. We rely on China Mobile and China Unicom in the
following ways: utilizing their network and gateway to provide MVAS to subscribers; utilizing their
billing systems to charge the fees to our subscribers through the subscribers mobile phone bill;
utilizing their collection services to collect payments from subscribers; and relying on their
infrastructure development to further develop our new products and services. As of September 30,
2006, we offered our MVAS pursuant to relationships with 31 provincial and local subsidiaries of
China Mobile and 22 provincial subsidiaries of China Unicom. If either China Mobile or China Unicom
chooses not to continue the cooperation arrangements with us, our MVAS revenues and operating
profitability could be materially and negatively affected.
China Mobile and China Unicom may choose to increase the fees charged for providing their
services in the future, and if they choose to increase such fees, our gross margin for MVAS and our
operating profitability may be negatively impacted. Based on the arrangements with China Mobile and
its subsidiaries, China Mobile generally retains 15% of the fees for content value-added services
we provide to our users via their platform for fee collection. In addition, China Mobile deducts
transmission fees from our portion of the service fees. The amount of such transmission fee is
charged on a per message basis and varies for different products and message volume. For the third
quarter of 2006 and 2005, we received on average 79% and 75%, respectively, of the amount we
charged to our users from the China Mobile platform after China Mobile deducted the fees for
collection and transmission. Based on the arrangements with China Unicom and its subsidiaries,
China Unicom typically retains 20% of the fees for content value-added services we provide to our
users via their platform if they charge us for transmission cost or between 21% and 29% if they do
not charge us for transmission cost. For the third quarter of 2006 and 2005, we received on average
63% and 66%, respectively, of the amount we charged to our users from the China Unicom platform
after China Unicom deducted the fees for collection and transmission.
In the past, mobile operators have made sudden and unexpected changes in their policies,
processes and systems, which have harmed our business. For example:
|
|
In mid 2004, mobile operators began transitioning SMS to new billing
platforms, which has resulted in added operational controls and
procedures in areas such as customer subscription and customer
billing. Such change has increased the difficulties for new user
recruitment and the failure rate for fee collection from our SMS
users.
|
29
|
|
In January 2005, China Mobile stopped its MMS Album service, which
allowed users to retrieve their subscribed MMS messages from China
Mobiles website when the subscribed MMS messages could not be
successfully delivered to their mobile phones. With the termination of
MMS Album, we are no longer able to collect fees from users when the
MMS messages could not be delivered to such users mobile phones. |
|
|
|
In March 2005, China Mobile began migrating MMS onto a new billing
platform, which has resulted in added operational controls and
procedures and, correspondingly, increased difficulties for new user
recruitment and increased the failure rate for fee collection from our
users. |
|
|
|
In April 2006, China Unicom issued a new policy that sets price
ceilings for usage-based and monthly subscription SMS. Such change may
require us to lower our current prices on certain SMS or discontinue
offering these services completely. |
|
|
|
In July 2006, China Mobile made significant changes to their policy on
subscription-based MVAS, which included requiring double confirmations on new MVAS subscriptions as well as sending SMS
reminders to existing monthly subscribers of SMS, MMS and WAP to
inform them of their MVAS subscription and fee information. Certain
provincial subsidiaries, such as Guangdong Mobile, one of China
Mobiles largest provincial subsidiaries, have begun to discontinue
charging MVAS users monthly subscription fees unless the users reply
to the SMS reminders and reconfirm their subscription. Other
provincial subsidiaries are expected to announce additional measures
of their own. In addition, China Mobiles provincial subsidiaries
began canceling existing WAP subscriptions that have been inactive for
the prior four months and existing SMS subscriptions of users who have
not successfully received more than three SMS messages during the
month. These policy changes from China Mobile could significantly
reduce the Companys ability to acquire new monthly MVAS subscribers
and significantly increase the churn rate of existing monthly MVAS
subscribers. |
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In September 2006, China Unicom began enforcing double confirmation on
new MVAS subscriptions. Such change could significantly reduce the
Companys ability to acquire new monthly MVAS subscribers. |
Our mobile operators could make further changes at any time, including, but not limited to,
requiring service providers (SPs) to use the mobile operators customer service and/or marketing
service and charging for these services; requiring SPs to migrate their MVAS to an operators
billing platform, such as IVR, and increase the fees charged for using the operators platform;
implementing new billing rules, such as reducing MVAS fees that can be charged to users;
disallowing SPs to bill certain inactive users and limiting the amount of MVAS fees that can be
billed; issuing new rules on how WAP SPs are placed on their browsers, which significantly
determines WAP revenues; and limiting the product offerings of SPs by working directly with
content providers to launch competing services or giving exclusive rights to certain SPs to offer
certain MVAS. Any change in policy, process or system by the mobile operators could result in a
material reduction of our MVAS revenues.
If China Mobile or China Unicom restricts or disallows some or all MVAS to be charged on a
monthly subscription basis, our revenues from MVAS could be severely impacted. We currently charge
our users who have registered to be billed on a monthly basis even if they do not use the service
in a particular month. If China Mobile or China Unicom does not allow us to charge monthly fees for
users who do not use our service in a particular month, our MVAS revenues could be negatively
impacted. For the third quarter of 2006, approximately 57% of our MVAS revenues were derived from
monthly subscription products, which mainly consist of SMS, MMS and WAP.
In the past, China Mobile and China Unicom have imposed penalties on MVAS providers for
violating certain operating policies relating to MVAS. In some cases, they stopped making payments
to certain service providers for severe violations. To date, the penalties we have received have
been insignificant in dollar amounts and have been accrued for, but it is difficult to determine
the specific conduct that might be interpreted as violating such operating policies. In the future,
if China Mobile or China Unicom imposes more severe penalties on us for policy violations, our
revenues from MVAS and operating results may be negatively impacted.
We are subject to potential liability and penalty for delivering inappropriate content through
our MVAS. One of the violations cited in the notice for temporary termination of our IVR service at
the end of July 2004 was that we had provided inappropriate content to our mobile subscribers
through our IVR service. The definition and interpretation of inappropriate content in many cases
are vague and subjective. We are not sure whether mobile operators including China Mobile and China
Unicom or the Chinese government will find our other mobile content inappropriate and therefore
prevent us from operating the MVAS relating to such content in the future. If they prevent us from
offering such services, our revenues from MVAS may suffer significantly.
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If China Mobiles or China Unicoms systems encounter technical problems, or if they refuse to
cooperate with us, our MVAS offerings may cease or be severely disrupted, which could have a
significant and adverse impact on our operating results.
A portion of our MVAS revenues is currently estimated based on our internal records of
billings and transmissions for the month, adjusted for prior period confirmation rates from mobile
operators and prior period discrepancies between internal estimates and confirmed amounts from
mobile operators. Historically, there have been no significant true up adjustments to our
estimates. If there was no consistent confirmation rates trend or if there were continuous
significant true up adjustments to our estimates under the new billing platforms, we will need to
rely on the billing statements from the mobile operators to record revenues. Due to the time lag of
receiving the billing statements, our MVAS revenues may fluctuate with the collection of billing
statements if we were to record our MVAS revenues when we receive the billing statements. For the
third quarter of 2006, approximately 22% of our MVAS revenues were estimated at period end.
The markets for MVAS and Internet services are highly competitive, and we may be unable to
compete successfully against new entrants and established industry competitors, some of which have
greater financial resources than we do or currently enjoy a superior market position than we do.
There is significant competition among MVAS providers. A large number of independent MVAS
providers compete against us. We may be unable to continue to grow our revenues from these services
in this competitive environment. In addition, the major mobile operators in China, China Mobile and
China Unicom, may potentially enter the business of content development. Any of our present or
future competitors may offer MVAS which provide significant technology, performance, price,
creativity or other advantages, over those offered by us, and therefore achieve greater market
acceptance than ours.
The Chinese market for Internet content and services is competitive and rapidly changing.
Barriers to entry are relatively low, and current and new competitors can launch new websites or
services at a relatively low cost. Many companies offer Chinese language content and services,
including informational and community features, fee-based services and email and electronic
commerce services in the Greater China market that may be competitive with our offerings. In
addition, providers of Chinese language Internet tools and services may be acquired by, receive
investments from or enter into other commercial relationships with large, well-established and
well-financed Internet, media or other companies. We also face competition from providers of
software and other Internet products and services that incorporate search and retrieval features
into their offerings. In addition, entities that sponsor or maintain high-traffic websites or
provide an initial point of entry for Internet users, such as ISPs, including large,
well-capitalized entities such as Microsoft (MSN), Yahoo! Inc., eBay Inc., Google Inc. (Google)
and America Online Inc, currently offer and could further develop or acquire content and services
that compete with those that we offer. Companies such as these may have greater financial resources
and assets, better brand recognition, more developed sales and other internal organizations, more
customers and more extensive operating histories. As a result, such companies may be able to
quickly provide competitive services and obtain a significant number of customers. We expect that
as Internet usage in Greater China increases and the Greater China market becomes more attractive
to advertisers and for conducting electronic commerce, large global competitors may increasingly
focus their resources on the Greater China market. We also compete for advertisers with traditional
media companies, such as newspapers, television networks and radio stations that have a longer
history of use and greater acceptance among advertisers.
In the areas of online games, search, instant messaging and user-generated content such as
blogs, our other areas of focus for future business growth, there is intense competition from
domestic and international companies. These include domestic companies each focusing on one sector
and large, international companies that intend to extend their businesses in the China market. The
online gaming industry, for example, is dominated by domestic online game operators such as Shanda,
Netease and The9. The main competitors for search include Baidu, Yahoo!/Alibaba and Google, the
competitors for our instant messaging service include Tencents QQ and Microsofts MSN Messenger,
and the competitors for our user-generated content such as blogs include BlogCN, Bokee.com,
ChinaBlog and Baidu KongJian. Many of our competitors have a longer history of providing these
online services and currently offer a greater breadth of products which may be more popular than
our online offerings. Many of these companies are focused solely on one area of our business and
are able to devote all of their resources to that business area and to more quickly adapt to
changing technology or market conditions. These companies may therefore have a competitive
advantage over us with respect to these business areas. A number of our current and potential
future competitors have greater financial and other resources than we have, and may be able to more
quickly react to changing consumer requirements and demands, deliver competitive services at lower
prices and more effectively respond to new Internet technologies or technical standards.
Increased competition could result in reduced page views and unique visitors, loss of market
share and revenues, and lower profit margins from reduced pricing for Internet-based services.
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Our investment in online games, search, instant messaging and services related to
user-generated content may not be successful.
Online games, search, instant messaging and user-generated content such as blogs are currently
some of the fastest growing online services in the PRC. We have invested and intend to expand in
these areas. For example, we have developed our own search engine, we have acquired Davidhill
Capital Inc. (Davidhill) and its instant messaging platform, and we have recently added SINA
blog, which offers users a range of blog services. Some of our competitors have entered these
markets ahead of us and have achieved significant market positions. Our main competitors in online
games, search, instant messaging and user-generated content include Shanda, Netease, The9, Baidu,
Yahoo!/Alibaba, Tencents QQ , MSN Messenger, BlogCN, Bokee.com, ChinaBlog and Baidu KongJian. Our
competitors in these areas tend to be more specialized in these specific markets and may have
access to greater resources, which may give them a competitive advantage over us. We cannot assure
you that we will succeed in these markets despite our investments of time and funds to address
these markets. If we fail to achieve a significant position in these markets, we will fail to
realize our intended returns in these investments. Moreover, our competitors who succeed may enjoy
increased revenues and profits from an increase in market share in any of these specific markets,
and our results and share price could suffer as a result.
We may not be able to manage our expanding operations effectively, which could harm our
business.
We have expanded rapidly by acquiring companies and entering into joint ventures. These new
businesses and joint ventures provide various services such as MVAS, instant messaging and online
games. We anticipate continuous expansion in our business, both through further acquisitions and
internal growth, as we address growth in our customer base and market opportunities. In addition,
the geographic dispersion of our operations as a result of acquisitions and overall internal growth
requires significant management resources that our locally-based competitors do not need to devote
to their operations. In order to manage the expected growth of our operations and personnel, we
will be required to improve and implement operational and financial systems, procedures and
controls, and expand, train and manage our growing employee base. Further, our management will be
required to maintain and expand our relationships with various other websites, Internet and other
online service providers and other third parties necessary to our business. We cannot assure you
that our current and planned personnel, systems, procedures and controls will be adequate to
support our future operations. If we are not successful in establishing, maintaining and managing
our personnel, systems, procedures and controls, our business will be materially and adversely
affected.
If we fail to successfully develop and introduce new products and services, our competitive
position and ability to generate revenues could be harmed.
We are developing new products and services. The planned timing or introduction of new
products and services is subject to risks and uncertainties. Actual timing may differ materially
from original plans. Unexpected technical, operational, distribution or other problems could delay
or prevent the introduction of one or more of our new products or services. Moreover, we cannot be
sure that any of our new products and services will achieve widespread market acceptance or
generate incremental revenue. If our efforts to develop, market and sell new products and services
to the market are not successful, our financial position, results of operations and cash flows
could be materially adversely affected, the price of our ordinary shares could decline and you
could lose part or all of your investment.
If we are unable to keep up with the rapid technological changes of the Internet industry, our
business may suffer.
The Internet industry is experiencing rapid technological changes. For example, with the
advances of search engines, Internet users may choose to access information through search engines
instead of web portals. With the advent of Web 2.0, the interests and preferences of Internet users
may shift to user-generated content, such as blogs. As broadband becomes more accessible, Internet
users may demand contents in audio- and video-rich format. With the development of 2.5G and soon 3G
in China, mobile users may shift from the current predominant text messaging services to newer
applications, such as multi-media messaging services, wireless e-commerce, music and video
downloads and mobile games. Our future success will depend on our ability to anticipate, adapt and
support new technologies and industry standards. If we fail to anticipate and adapt to these and
other technological changes, our market share and our profitability could suffer.
Our strategy of acquiring complementary assets, technologies and businesses and entering into
joint ventures may fail and may result in equity or earnings dilution.
As part of our business strategy, we have acquired and intend to continue to identify and
acquire assets, technologies and businesses that are complementary to our existing business. In
January 2003 we acquired Memestar Limited, an MVAS company, in
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March 2004 we acquired Crillion Corp., an MVAS company, and in October 2004, we acquired
Davidhill, an instant messaging technology platform. Acquired businesses or assets may not yield
the results we expected. In addition, acquisitions could result in the use of substantial amounts
of cash, potentially dilutive issuances of equity securities, significant amortization expenses
related to goodwill and other intangible assets and exposure to potential unknown liabilities of
the acquired business. Moreover, the costs of identifying and consummating acquisitions, and
integrating the acquired businesses into ours, may be significant, and the integration of acquired
business may be disruptive to our business operations. In addition, we may have to obtain approval
from the relevant PRC governmental authorities for the acquisitions and have to comply with any
applicable PRC rules and regulations, which may be costly. In the event our acquisitions are not
successful, our financial conditions and results of operation may be materially adversely affected.
Our business and growth could suffer if we are unable to hire and retain key personnel that
are in high demand.
We depend upon the continued contributions of our senior management and other key personnel,
many of whom are difficult to replace. The loss of the services of any of our executive officers or
other key employees could harm our business. We have experienced recent changes to our executive
management team. Our future success will also depend on our ability to attract and retain highly
skilled technical, managerial, editorial, marketing, sales and customer service personnel,
especially qualified personnel for our international operations in Greater China. Qualified
individuals are in high demand, and we may not be able to successfully attract, assimilate or
retain the personnel we need to succeed.
We may be adversely affected by complexity, uncertainties and changes in PRC regulation of
Internet business and companies, including limitations on our ability to own key assets such as our
website.
The Chinese government heavily regulates its Internet sector, including the legality of
foreign investment in the Chinese Internet sector, the existence and enforcement of content
restrictions on the Internet and the licensing and permit requirements for companies in the
Internet industry. Because these laws, regulations and legal requirements with regard to the
Internet are relatively new and evolving, their interpretation and enforcement involve significant
uncertainty. In addition, the Chinese legal system is a civil law system in which decided legal
cases may be cited for reference but have little precedential value. As a result, in many cases it
is difficult to determine what actions or omissions may result in liability. Issues, risks and
uncertainties relating to Chinas government regulation of the Chinese Internet sector include the
following:
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We only have contractual control over our website in China; we do not
own it due to the restriction of foreign investment in businesses
providing value-added telecommunication services, including computer
information services, MVAS or electronic mail box services. |
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In addition, uncertainties relating to the regulation of the Internet
business in China, including evolving licensing practices, give rise
to the risk that permits, licenses or operations at some of our
companies may be subject to challenge, which may be disruptive to our
business, or subject us to sanctions, requirements to increase capital
or other conditions or enforcement, or compromise enforceability of
related contractual arrangements, or have other harmful effects on us. |
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On December 11, 2001, the day China formally joined the World Trade
Organization, the PRC State Council promulgated the FITE Regulations,
which became effective on January 1, 2002. The FITE Regulations
stipulate that the foreign party to a foreign-invested
telecommunications enterprise can hold an equity share in such
foreign-invested telecommunications enterprise that provides basic
telecommunication services or value-added telecommunication services,
ultimately not to exceed 49% or 50%, respectively. The Administrative
Measures for Telecommunications Business Operating License were
promulgated by MII on December 26, 2001 and came into effect on
January 14, 2002 to supplement the FITE Regulations. However, there
are still uncertainties regarding the interpretation and application
of the FITE Regulations. |
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The numerous and often vague restrictions on acceptable content in
China subject us to potential civil and criminal liability, temporary
blockage of our website or complete cessation of our website. For
example, the State Secrecy Bureau, which is directly responsible for
the protection of state secrets of all Chinese government and Chinese
Communist Party organizations, is authorized to block any website it
deems to be leaking state secrets or failing to meet the relevant
regulations relating to the protection of state secrets in the
distribution of online information. |
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Because the definition and interpretation of prohibited content are in
many cases vague and subjective, it is not always possible to
determine or predict what and how content might be prohibited under
existing restrictions or restrictions that might be imposed in the
future. For example, in January 2005, the Chinese State Administration
of Radio, Film & Television (SARFT), which regulates radio and
television stations in China, issued a notice prohibiting commercials
for MVAS related to fortune-telling from airing on radio and
television stations, effective in February 2005. This notice could
also lead to further actions by other Chinese government authorities
to prohibit the sale of such fortune-telling related SMS, which could
have a material adverse effect
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on our financial position, results of operations, or cash flows. SARFT or other Chinese
government authorities may prohibit the marketing of other MVAS via a channel we depend on to
generate revenues, which could also have a material adverse effect on our financial position,
results of operations or cash flows. |
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Certain Chinese governmental authorities have stated publicly that
they are in the process of preparing new laws and regulations that
will govern Internet activities. The areas of regulation currently
include online advertising, online news reporting, online publishing,
and the provision of industry-specific (e.g., drug-related)
information over the Internet. Other aspects of our online operations
may be subject to regulation in the future. Our operations may not be
consistent with these new regulations when they are put into effect
and, as a result, we could be subject to severe penalties as discussed
above. |
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The governing body of Chinas mobile industry, from time to time
issues policies that regulate the business practices relating to MVAS.
We cannot predict the timing or substance of such regulations. Such
regulations may have a negative impact on our business. |
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In July 2006, MII issued a Notice on Strengthening Management of
Foreign Investment in and Operation of Value-added Telecommunication
Services Business. The Notice, among other things, provides that
foreign investors who intend to invest in and operate value-added
telecommunication services in China shall strictly abide by applicable
rules in applying for the establishment of foreign invested
telecommunication enterprises and applying for relevant licenses for
operating a value-added telecommunication services business. In
addition, the Notice states that domestic telecommunication companies
shall not by any means lease, lend, transfer or sell their
telecommunication service operation license to any foreign investor
and shall not in any manner provide resources, premises, facilities,
equipment or other features to any foreign investor that operates a
telecommunication service business illegally in China. The Notice sets
forth certain requirements for domestic value-added telecommunication
companies. An operator of value-added telecommunication services must
itself own the domain names and trademarks used by such operator. In
addition, an operator of value-added telecommunication services shall
have the necessary premises, facilities and equipment and shall
improve measures to protect the security of network and information,
establish relevant management structure to protect the safety of
information, set up emergency procedures to protect the security of
network and information and be responsible for the safety of
information, all in accordance with applicable regulations. Domestic
companies which have already obtained value-added telecommunication
services licenses must evaluate their compliance with these
requirements, take corrective action in accordance with these
requirements and submit results of such examination and
self-correction to the MII before November 1, 2006. Companies which do
not comply with these requirements must rectify their non-compliance
within a specified time period or may have their value-added
telecommunication service operation licenses revoked. We conduct all
of our Internet information services, advertising and MVAS in China
via certain significant domestic Variable Interest Entities, or VIEs.
We are currently in discussion with MII to better understand whether
our current arrangement is in compliance with these requirements and,
if not, what corrective action may be needed. Although we are still
awaiting comments from MII, we anticipate that we may need to modify
certain aspects of our business and corporate structure in order to
comply with these requirements. |
The interpretation and application of existing Chinese laws, regulations and policies, the
stated positions of the MII and possible new laws, regulations or policies have created substantial
uncertainties regarding the legality of existing and future foreign investments in, and the
businesses and activities of, Internet businesses in China, including our business.
In order to comply with PRC regulatory requirements, we operate our main businesses through
companies with which we have contractual relationships but in which we do not have controlling
ownership. If the PRC government determines that our agreements with these companies are not in
compliance with applicable regulations, our business in the PRC could be adversely affected.
The Chinese government restricts foreign investment in Internet-related, MVAS and advertising
businesses, including Internet access, distribution of content over the Internet and MVAS, and
advertising via the Internet. Accordingly, we operate our Internet-related and MVAS businesses in
China through several variable interest entities, or VIEs, that are owned principally or completely
by certain of our PRC employees or PRC employees of our subsidiaries. We control these companies
and operate these businesses through contractual arrangements with the respective companies and
their individual owners, but we have no equity control over these companies. Such restrictions and
arrangements are prevalent in other PRC companies we have acquired.
As discussed in the risk factor above titled We may be adversely affected by complexity,
uncertainties and changes in PRC regulation of Internet business and companies, including
limitations on our ability to own key assets such as our website, in July 2006, the MII issued a
Notice on Strengthening Management of Foreign Investment in and Operation of Value-added
34
Telecommunication Services Business. The Notice sets forth certain restrictions applicable to
foreign investors who intend to invest in and operate value-added telecommunication services in
China and to domestic value-added telecommunication companies. We are in the process of evaluating
our compliance (including the compliance of our VIEs) with these requirements. We anticipate that
we may need to modify certain aspects of our business and corporate structure in order to comply
with these requirements.
We cannot be sure that the PRC government would view our operating arrangements to be in
compliance with PRC licensing, registration or other regulatory requirements (including without
limitation the requirements described in the Notice issued by MII in July 2006), with existing
policies or with requirements or policies that may be adopted in the future. If we are determined
not to be in compliance, the PRC government could revoke our business and operating licenses,
require us to discontinue or restrict our operations, restrict our right to collect revenues, block
our website, require us to restructure our business, corporate structure or operations, impose
additional conditions or requirements with which we may not be able to comply, impose restrictions
on our business operations or on our customers, or take other regulatory or enforcement actions
against us that could be harmful to our business. We may also encounter difficulties in obtaining
performance under or enforcement of related contracts.
We rely on contractual arrangements with our VIEs for our China operations, which may not be
as effective in providing control over these entities as direct ownership.
Because PRC regulations restrict our ability to provide Internet content, MVAS and advertising
services directly in China, we are dependent on our VIEs in which we have little or no equity
ownership interest and must rely on contractual arrangements to control and operate these
businesses. These contractual arrangements may not be as effective in providing control over these
entities as direct ownership. For example, the VIEs could fail to take actions required for our
business or fail to maintain our China websites despite their contractual obligation to do so.
These companies are able to transact business with parties not affiliated with us. If these
companies fail to perform under their agreements with us, we may have to rely on legal remedies
under Chinese law, which we cannot be sure would be effective. In addition, we cannot be certain
that the individual equity owners of the VIEs would always act in the best interests of SINA,
especially if they leave SINA.
Substantially all profits generated from our VIEs are paid to the subsidiaries of ours in
China through related party transactions under contractual agreements. We believe that the terms of
these contractual agreements are in compliance with the laws in China. The tax authorities in China
have examined some of these contractual agreements in the past and have not raised any comment.
However, due to the uncertainties surrounding the interpretation of the transfer pricing rules
relating to related party transactions in China, it is possible that in the future tax authorities
in China may challenge the transfer prices that we have used for related party transactions among
our entities in China. In the event the tax authorities challenge our VIE structure, we may be
forced to restructure our business operation, which could have a material adverse effect on our
business.
If tax benefits currently available to us in China were no longer available, our effective
income tax rates for our China operations could increase to 33%.
We are incorporated in the Cayman Islands where no income taxes are imposed. We have
operations in four tax jurisdictions including China, the U.S., Hong Kong and Taiwan. For the U.S.,
Hong Kong and Taiwan, we have incurred net accumulated operating losses for income tax purposes. We
believe that it is more likely than not that these net accumulated operating losses will not be
utilized in the future and hence we have not recorded income tax provisions or benefits for these
locations. We do not expect that we will record any income tax provisions for our operations in the
U.S., Hong Kong and Taiwan in the foreseeable future.
We generated substantially all our net income from our China operations. Our China operations
are conducted through various subsidiaries and VIEs. Pursuant to the PRC Income Tax Laws, our
subsidiaries and VIEs are generally subject to Enterprise Income Taxes (EIT) at a statutory rate
of 33%, consisting of a 30% national income tax and a 3% local income tax. However, some of our
subsidiaries and VIEs are qualified new technology enterprises, and under PRC Income Tax Laws, they
are subject to a preferential tax rate of 15%. In addition, some of our subsidiaries are Foreign
Investment Enterprises, and under PRC Income Tax Laws, they are entitled to either a three-year tax
exemption followed by three years with a 50% reduction in the tax rate, commencing the first
operating year, or a two-year tax exemption followed by three years with a 50% reduction in the tax
rate, commencing the first profitable year. To the extent that our VIEs have undistributed after
tax net income, we have to pay dividend tax on behalf of the employees when we try to distribute
the dividend from these local entities in the future. The dividend tax rate is 20%. Based on our
current operating structure and preferential tax treatments available to us in China, we expect our
effective income tax rates to be between 5% to 10% for fiscal year 2006. Such expected effective
rates are subject to change at any time if Chinese tax authorities challenge us on our current tax
arrangements between our subsidiaries and VIEs. Over the longer term, if the Chinese government
phases out preferential tax treatment for foreign investment enterprises or for new technology
enterprises, our effective tax rates for the PRC operation can be increased to as high as 33%.
35
Due to our operating and tax structures in the PRC, we have entered into technical and other
service agreements between our subsidiaries and our VIEs in the PRC, pursuant to which our
subsidiaries provide technical and other services to our VIEs in exchange for substantially all net
income of these VIEs. We incur a 5% business tax when our subsidiaries receive the fees from the
VIEs, which we include in our operating expenses as the cost of transferring economic benefit
generated from these VIEs. We believe that the terms of such service agreements are in compliance
with the laws of the PRC. Some of these agreements were reviewed by the tax authorities in the PRC
in the past and no comments were made. However, due to the uncertainties surrounding the
interpretation of the tax transfer pricing rules relating to related party transactions in the PRC,
it is possible that in the future tax authorities in the PRC might challenge the transfer prices
that we used for the related party transactions among our entities in the PRC.
Restrictions on paying dividends or making other payments to us bind our subsidiaries and VIEs
in China.
We are a holding company and do not have any assets or conduct any business operations in
China other than our investments in our subsidiaries in China, including SINA.com Technology
(China) Co., Ltd., Star-Village.com (Beijing) Internet Technology Ltd., Beijing New Media
Information Technology Co. Ltd., Beijing SINA Internet Technology Service Co. Ltd., Beijing SINA
Information Technology Co. Ltd. and others; and our VIEs. As a result, we depend on dividend
payments from our subsidiaries in China for our revenues after they receive payments from our VIEs
in China under various services and other arrangements. We cannot make any assurance that our
subsidiaries in China can continue to receive the payments as arranged under our contracts with
those VIEs. To the extent that these VIEs have undistributed after tax net income, we have to pay
tax on behalf of the employees when we try to distribute the dividend from these local entities in
the future. The dividend tax rate is 20%. In addition, under Chinese law, our subsidiaries are only
allowed to pay dividends to us out of their distributable earnings, if any, as determined in
accordance with Chinese accounting standards and regulations. Moreover, our Chinese subsidiaries
are required to set aside at least 10% of their respective after-tax profit, if any, and up to 50%
of their registered capital to fund certain mandated reserve funds that are not payable or
distributable as cash dividends.
The Chinese government also imposes controls on the convertibility of renminbi into foreign
currencies and, in certain cases, the remittance of currency out of China. We may experience
difficulties in completing the administrative procedures necessary to obtain and remit foreign
currency. See Currency fluctuations and restrictions on currency exchange may adversely affect our
business, including limiting our ability to convert Chinese renminbi into foreign currencies and,
if renminbi were to decline in value, reducing our revenues in U.S. dollar terms. If we or any of
our subsidiaries are unable to receive all of the revenues from our operations through these
contractual or dividend arrangements, we may be unable to effectively finance our operations or pay
dividends on our ordinary shares.
Even if we are in compliance with Chinese governmental regulations relating to licensing and
foreign investment prohibitions, the Chinese government may prevent us from advertising or
distributing content that it believes is inappropriate and we may be liable for such content or we
may have to stop profiting from such content.
China has enacted regulations governing Internet access and the distribution of news and other
information. In the past, the Chinese government has stopped the distribution of information over
the Internet or through MVAS that it believes to violate Chinese law, including content that it
believes is obscene, incites violence, endangers national security, is contrary to the national
interest or is defamatory. In addition, we may not publish certain news items, such as news
relating to national security, without permission from the Chinese government. Furthermore, the
Ministry of Public Security has the authority to cause any local Internet service provider to block
any website maintained outside China at its sole discretion. Even if we comply with Chinese
governmental regulations relating to licensing and foreign investment prohibitions, if the Chinese
government were to take any action to limit or prohibit the distribution of information through our
network or via our MVAS, or to limit or regulate any current or future content or services
available to users on our network, our business could be significantly harmed.
Because the definition and interpretation of prohibited content is in many cases vague and
subjective, it is not always possible to determine or predict what and how content might be
prohibited under existing restrictions or restrictions that might be imposed in the future. At the
end of July 2004, our IVR service was temporarily terminated by China Mobile for violating certain
operating procedures. One of the violations cited in the notice for temporary termination was that
we had provided inappropriate content to our mobile subscribers through our IVR service. We are not
sure whether mobile operators including China Mobile and China Unicom or the Chinese government
will find our other mobile content inappropriate and therefore prevent us from operating the MVAS
relating to such content in the future. If they prevent us from offering such services, our profit
from MVAS will suffer.
In January 2005, the Chinese State Administration of Radio, Film and Television (SARFT),
which regulates radio and television stations in China, issued a notice prohibiting commercials for
MVAS related to fortune-telling from airing on radio and television
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stations effective in February 2005. This notice could also lead to further actions by other
Chinese government authorities to prohibit the sale of such fortune-telling related SMS which could
have a material adverse effect on our financial position, results of operations, or cash flows.
SARFT or other Chinese government authorities may prohibit the marketing of other MVAS via a
channel we depend on to generate revenues, which could have a material adverse effect on our
financial position, results of operations or cash flows.
We are also subject to potential liability for content on our websites that is deemed
inappropriate and for any unlawful actions of our subscribers and other users of our systems.
Furthermore, we are required to delete content that clearly violates the laws of China and report
content that we suspect may violate Chinese law. It is difficult to determine the type of content
that may result in liability for us, and if we are wrong, we may be prevented from operating our
websites.
The law of the Internet remains largely unsettled, which subjects our business to legal
uncertainties that could harm our business.
Due to the increasing popularity and use of the Internet and other online services, it is
possible that a number of laws and regulations may be adopted with respect to the Internet or other
online services covering issues such as user privacy, pricing, content, copyrights, distribution,
antitrust and characteristics and quality of products and services. Furthermore, the growth and
development of the market for electronic commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on companies conducting business online. The
adoption of any additional laws or regulations may decrease the growth of the Internet or other
online services, which could, in turn, decrease the demand for our products and services and
increase our cost of doing business.
Moreover, the applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and other taxes, libel and
personal privacy is uncertain and may take years to resolve. For example, new tax regulations may
subject us or our customers to additional sales and income taxes. Any new legislation or
regulation, the application of laws and regulations from jurisdictions whose laws do not currently
apply to our business, or the application of existing laws and regulations to the Internet and
other online services could significantly disrupt our operations.
The Chinese legal system has inherent uncertainties that could limit the legal protections
available to you.
Our contractual arrangements with our variable interest entities in China are governed by the
laws of the Peoples Republic of China. Chinas legal system is based upon written statutes. Prior
court decisions may be cited for reference but are not binding on subsequent cases and have limited
value as precedents. Since 1979, the Chinese legislative bodies have promulgated laws and
regulations dealing with economic matters such as foreign investment, corporate organization and
governance, commerce, taxation and trade. However, because these laws and regulations are
relatively new, and because of the limited volume of published decisions and their non-binding
nature, the interpretation and enforcement of these laws and regulations involve uncertainties, and
therefore you may not have legal protections for certain matters in China.
You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing original actions in China based on United States or other foreign laws
against us.
We conduct our operations in China and a significant portion of our assets is located in
China. In addition, some of our directors and executive officers reside within China, and
substantially all of the assets of these persons are located within China. As a result, it may not
be possible to effect service of process within the United States or elsewhere outside China upon
those directors or executive officers, including with respect to matters arising under U.S. federal
securities laws or applicable state securities laws. Moreover, our Chinese counsel has advised us
that China does not have treaties with the U.S. and many other countries that provide for the
reciprocal recognition and enforcement of judgment of courts. As a result, recognition and
enforcement in China of judgments of a court of the U.S. or any other jurisdiction in relation to
any matter may be difficult or impossible.
We may have to register our encryption software with Chinese regulatory authorities, and if
they request that we change our encryption software, our business operations could be disrupted as
we develop or license replacement software.
Pursuant to the Regulations for the Administration of Commercial Encryption promulgated at the
end of 1999, foreign and domestic Chinese companies operating in China are required to register and
disclose to Chinese regulatory authorities the commercial encryption products they use. Because
these regulations do not specify what constitutes encryption products, we are unsure as to whether
or how they apply to us and the encryption software we utilize. We may be required to register, or
apply for permits with the relevant Chinese regulatory authorities for, our current or future
encryption software. If Chinese regulatory authorities request that we
change our encryption software, we may have to develop or license replacement software, which
could disrupt our business operations.
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Privacy concerns may prevent us from selling demographically targeted advertising in the
future and make us less attractive to advertisers.
We collect personal data from our user base in order to better understand our users and their
needs and to help our advertisers target specific demographic groups. If privacy concerns or
regulatory restrictions prevent us from selling demographically targeted advertising, we may become
less attractive to advertisers. For example, as part of our future advertisement delivery system,
we may integrate user information such as advertisement response rate, name, address, age or email
address, with third-party databases to generate comprehensive demographic profiles for individual
users. In Hong Kong, however, we would be in violation of the Hong Kong Personal Data Ordinance
unless individual users expressly consented to this integration of their personal information. The
ordinance provides that an Internet company may not collect information on its users, analyze the
information for a profile of the users interests and sell or transmit the profiles to third
parties for direct marketing purposes without the users consent. If we are unable to construct
demographic profiles for Internet users because they refuse to give consent, we will be less
attractive to advertisers and our business could suffer.
Concerns about the security of electronic commerce transactions and confidentiality of
information on the Internet may reduce use of our network and impede our growth.
A significant barrier to electronic commerce and communications over the Internet in general
has been a public concern over security and privacy, especially the transmission of confidential
information. If these concerns are not adequately addressed, they may inhibit the growth of the
Internet and other online services generally, especially as a means of conducting commercial
transactions. If a well-publicized Internet breach of security were to occur, general Internet
usage could decline, which could reduce traffic to our destination sites and impede our growth.
We may not be able to adequately protect our intellectual property, which could cause us to be
less competitive.
We rely on a combination of copyright, trademark and trade secret laws and restrictions on
disclosure to protect our intellectual property rights. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our
technology. Monitoring unauthorized use of our products is difficult and costly, and we cannot be
certain that the steps we have taken will prevent misappropriations of our technology, particularly
in foreign countries where the laws may not protect our proprietary rights as fully as in the
United States. From time to time, we may have to resort to litigation to enforce our intellectual
property rights, which could result in substantial costs and diversion of our resources.
We may be exposed to infringement claims by third parties, which, if successful, could cause
us to pay significant damage awards.
Third parties may initiate litigation against us alleging infringement of their proprietary
rights. In the event of a successful claim of infringement and our failure or inability to develop
non-infringing technology or license the infringed or similar technology on a timely basis, our
business could be harmed. In addition, even if we are able to license the infringed or similar
technology, license fees could be substantial and may adversely affect our results of operations.
We may be subject to claims based on the content we provide over our network and the products
and services sold on our network, which, if successful, could cause us to pay significant damage
awards.
As a publisher and distributor of content and a provider of services over the Internet, we
face potential liability for defamation, negligence, copyright, patent or trademark infringement
and other claims based on the nature and content of the materials that we publish or distribute;
the selection of listings that are accessible through our branded products and media properties, or
through content and materials that may be posted by users in our classifieds, message board and
chat room services; losses incurred in reliance on any erroneous information published by us, such
as stock quotes, analyst estimates or other trading information; unsolicited email, lost or
misdirected messages, illegal or fraudulent use of email or interruptions or delays in email
service; and product liability, warranty and similar claims to be asserted against us by end users
who purchase goods and services through our SinaMall and any future electronic commerce services we
may offer.
38
We may incur significant costs in investigating and defending any potential claims, even if
they do not result in liability. Although we carry general liability insurance, our insurance may
not cover potential claims of this type and may not be adequate to indemnify us against all
potential liabilities.
We have contracted with third parties to provide content and services for our portal network
and we may lose users and revenue if these arrangements are terminated.
We have arrangements with a number of third parties to provide content and services to our
websites. In the area of content, we have relied and will continue to rely almost exclusively on
third parties for content that we publish under the SINA brand. Although no single third party
content provider is critical to our operations, if these parties fail to develop and maintain
high-quality and successful media properties, or if a large number of our existing relationships
are terminated, we could lose users and advertisers and our brand could be harmed. We have recently
experienced fee increases from some of our content providers. If this trend continues, our gross
profit from online advertising may be adversely affected. In addition, the Chinese government has
the ability to restrict or prevent state-owned media from cooperating with us in providing certain
content to us, which will result in a significant decrease of the amount of content we can publish
on our website. We may lose users if the Chinese government chooses to restrict or prevent
state-owned media from cooperating with us, in which case our revenues will be impacted negatively.
In the area of web-based services, we have contracted with third party content providers for
integrated web search technology to complement our directory and navigational guide, and with
various third-party providers for our principal Internet connections. If we experience significant
interruptions or delays in service, or if these agreements terminate or expire, we may incur
additional costs to develop or secure replacement services and our relationship with our users
could be harmed.
A substantial part of our non-advertising revenues is generated through MVAS where we depend
on mobile network operators for services delivery and payment collection. If we were unable to
continue these arrangements, our MVAS could be severely disrupted or discontinued. Furthermore, we
are highly dependent on these mobile service providers for our profitability in that they can
choose to increase their service fees at will.
We depend on a third partys proprietary and licensed advertising serving technology to
deliver advertisements to our network. If the third party fails to continue to support its
technology or if its services fail to meet the advertising needs of our customers and we cannot
find an alternative solution on a timely basis, our advertising revenues could decline.
Underdeveloped telecommunications infrastructure has limited, and may continue to limit, the
growth of the Internet market in China which, in turn, could limit our ability to grow our
business.
The telecommunications infrastructure in China is not well developed. Although private sector
ISPs exist in China, almost all access to the Internet is accomplished through ChinaNet, Chinas
primary commercial network, which is owned and operated by China Telecom and China Netcom under the
administrative control and regulatory supervision of MII. The underdeveloped Internet
infrastructure in China has limited the growth of Internet usage in China. If the necessary
Internet infrastructure is not developed, or is not developed on a timely basis, future growth of
the Internet in China could be limited and our business could be harmed.
We must rely on the Chinese government to develop Chinas Internet infrastructure and, if it
does not develop this infrastructure, our ability to grow our business could be hindered.
The Chinese governments interconnecting, national networks connect to the Internet through
government-owned international gateways, which are the only channels through which a domestic
Chinese user can connect to the international Internet network. We rely on this backbone and China
Telecom and China Netcom to provide data communications capacity primarily through local
telecommunications lines. Although the Chinese government has announced plans to aggressively
develop the national information infrastructure, we cannot assure you that this infrastructure will
be developed. In addition, we have no guarantee that we will have access to alternative networks
and services in the event of any disruption or failure. If the necessary infrastructure standards
or protocols or complementary products, services or facilities are not developed by the Chinese
government, the growth of our business could be hindered.
Our operations could be disrupted by unexpected network interruptions caused by system
failures, natural disasters or unauthorized tampering with our systems.
39
The continual accessibility of our websites and the performance and reliability of our network
infrastructure are critical to our reputation and our ability to attract and retain users,
advertisers and merchants. Any system failure or performance inadequacy that causes interruptions
in the availability of our services or increases the response time of our services could reduce our
appeal to advertisers and consumers. Factors that could significantly disrupt our operations
include: system failures and outages caused by fire, floods, earthquakes, power loss,
telecommunications failures and similar events; software errors; computer viruses, break-ins and
similar disruptions from unauthorized tampering with our computer systems; and security breaches
related to the storage and transmission of proprietary information, such as credit card numbers or
other personal information.
We have limited backup systems and redundancy. Recently, we experienced an unauthorized
tampering of the mail server of our China website which briefly disrupted our operations. Future
disruptions or any of the foregoing factors could damage our reputation, require us to expend
significant capital and other resources and expose us to a risk of loss or litigation and possible
liability. We do not carry sufficient business interruption insurance to compensate for losses that
may occur as a result of any of these events. Accordingly, our revenues and results of operations
may be adversely affected if any of the above disruptions should occur.
Future outbreaks of Severe Acute Respiratory Syndrome (SARS), Avian flu or other widespread
public health problems could adversely affect our business.
Future outbreaks of SARS, Avian flu or other widespread public health problems in China and
surrounding areas, where most of our employees work, could negatively impact our business in ways
that are hard to predict. Prior experience with the SARS virus suggests that a future outbreak of
SARS, Avian flu or other widespread public health problems may lead public health authorities to
enforce quarantines, which could result in closures of some of our offices and other disruptions of
our operations. A future outbreak of SARS, Avian flu or other widespread public health problems
could result in reduction of our advertising and fee-based revenues.
Political and economic conditions in Greater China and the rest of Asia are unpredictable and
may disrupt our operations if these conditions become unfavorable to our business.
We expect to derive a substantial percentage of our revenues from the Greater China market.
Changes in political or economic conditions in the region are difficult to predict and could
adversely affect our operations or cause the Greater China market to become less attractive to
advertisers, which could reduce our revenues. We maintain a strong local identity and presence in
each of the regions in the Greater China market and we cannot be sure that we will be able to
effectively maintain this local identity if political conditions were to change. Furthermore, many
countries in Asia have experienced significant economic downturns since the middle of 1997,
resulting in slower GDP growth for the entire region as a result of higher interest rates and
currency fluctuations. If declining economic growth rates persist in these countries, expenditures
for Internet access, infrastructure improvements and advertising could decrease, which could
negatively affect our business and our profitability over time.
Economic reforms in the region could also affect our business in ways that are difficult to
predict. For example, since the late 1970s, the Chinese government has been reforming the Chinese
economic system to emphasize enterprise autonomy and the utilization of market mechanisms. Although
we believe that these reform measures have had a positive effect on the economic development in
China, we cannot be sure that they will be effective or that they will benefit our business.
We issued $100 million of zero coupon convertible subordinated notes due 2023, or possibly
earlier upon a change of control, which we may not be able to repay in cash and could result in
dilution of our basic earnings per share.
In July 2003, we issued $100 million of zero coupon convertible subordinated notes due July
15, 2023, first putable to us on July 15, 2007. Each $1,000 principal amount of the notes is
convertible into 38.7741 shares of our ordinary shares prior to July 15, 2023 if the sale price of
our ordinary shares issuable upon conversion of the notes reaches a specified threshold or
specified corporate transactions have occurred. One of the conditions for conversion of the notes
to SINA ordinary shares is that the market price of SINA ordinary shares reaches a specified
threshold for a defined period of time. The specified thresholds are (i) during the period from
issuance to July 15, 2022, if the sale price of SINA ordinary shares, for each of any five
consecutive trading days in the immediately preceding fiscal quarter, exceeds 115% of the
conversion price per ordinary share, and (ii) during the period from July 15, 2022 to July 15,
2023, if the sale price of SINA ordinary shares on the previous trading day is more than 115% of
the conversion price per ordinary share. On July 15 annually from 2007 to 2013, and on July 15,
2018, or upon a change of control, holders of the notes may require us to repurchase all or a
portion of the notes for cash. For the three months ended September 30, 2006, the sale price of
SINA ordinary shares did not exceed the threshold set forth in Item (i) above for the required
period of time. Therefore, the notes are not convertible into SINA ordinary shares during the three
months ending December 31, 2006. Upon a conversion, we may choose to pay the purchase price of the
notes in cash, ordinary shares, or a combination of cash and ordinary shares. We may not have
enough cash
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on hand or have the ability to access cash to pay the notes if holders ask for repayment on
the various put dates, or upon a change of control, or at maturity. In addition, the purchase of
our notes with our ordinary shares or the conversion of the notes into our ordinary shares could
result in dilution of our basic earnings per share.
Currency fluctuations and restrictions on currency exchange may adversely affect our business,
including limiting our ability to convert Chinese renminbi into foreign currencies and, if Chinese
renminbi were to decline in value, reducing our revenues in U.S. dollar terms.
Our reporting currency is the U.S. dollar and our operations in China, Hong Kong, Taiwan use
their respective local currencies as their functional currencies. The majority of our revenues
derived and expenses incurred are in Chinese renminbi with a relatively small amount in New Taiwan
dollars, Hong Kong dollars and U.S. dollars. We are subject to the effects of exchange rate
fluctuations with respect to any of these currencies. For example, the value of the renminbi
depends to a large extent on Chinese government policies and Chinas domestic and international
economic and political developments, as well as supply and demand in the local market. Since 1994,
the official exchange rate for the conversion of renminbi to U.S. dollars had generally been stable
and the renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the
Chinese government changed its policy of pegging the value of Chinese renminbi to the U.S. dollar.
Under the new policy, Chinese renminbi may fluctuate within a narrow and managed band against a
basket of certain foreign currencies. As a result of this policy change, Chinese renminbi
appreciated approximately 2.5% against the U.S. dollar in 2005. It is possible that the Chinese
government could adopt a more flexible currency policy, which could result in more significant
fluctuation of Chinese renminbi against the U.S. dollar. We can offer no assurance that Chinese
renminbi will be stable against the U.S. dollar or any other foreign currency.
The income statements of our international operations are translated into U.S. dollars at the
average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against
foreign currencies, the translation of these foreign currencies denominated transactions results in
reduced revenues, operating expenses and net income for our international operations. Similarly, to
the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign
currency denominated transactions results in increased revenues, operating expenses and net income
for our international operations. We are also exposed to foreign exchange rate fluctuations as we
convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If
there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries
financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as
a component of other comprehensive income. In addition, we have certain assets and liabilities that
are denominated in currencies other than the relevant entitys functional currency. Changes in the
functional currency value of these assets and liabilities create fluctuations that will lead to a
transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our
exchange rate risks, although we may do so in the future. The availability and effectiveness of any
hedging transactions may be limited and we may not be able to successfully hedge our exchange rate
risks.
Although Chinese governmental policies were introduced in 1996 to allow the convertibility of
Chinese renminbi into foreign currency for current account items, conversion of Chinese renminbi
into foreign exchange for capital items, such as foreign direct investment, loans or securities,
requires the approval of the State Administration of Foreign Exchange, or SAFE, which is under the
authority of the Peoples Bank of China. These approvals, however, do not guarantee the
availability of foreign currency. We cannot be sure that we will be able to obtain all required
conversion approvals for our operations or that Chinese regulatory authorities will not impose
greater restrictions on the convertibility of Chinese renminbi in the future. Because a significant
amount of our future revenues may be in the form of Chinese renminbi, our inability to obtain the
requisite approvals or any future restrictions on currency exchanges could limit our ability to
utilize revenue generated in Chinese renminbi to fund our business activities outside China, or to
repay foreign currency obligations, including our debt obligations, which would have a material
adverse effect on our financial conditions and results of operation.
Changes to existing accounting pronouncements, including SFAS 123R, or taxation rules or
practices may adversely affect our reported results of operations or how we conduct our business.
A change in accounting pronouncements or taxation rules or practices can have a significant
effect on our reported results and may even affect our reporting of transactions completed before
the change is effective. Pursuant to SEC rules, we adopted the Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R) starting January 1, 2006.
SFAS 123R requires us to measure compensation costs for all share-based compensation (including
stock options and our employee stock purchase plan, as currently constructed) at fair value and
take compensation charges equal to that value. The method that we use to determine the fair value
of stock options is based upon, among other things, the volatility of our ordinary shares. The
price of our ordinary shares has historically been volatile. Therefore, the requirement to measure
compensation costs for all share-based compensation under SFAS 123R could negatively affect our
profitability and the trading price of our ordinary shares. SFAS 123R and
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the impact of expensing on our reported results could also limit our ability to continue to
use stock options as an incentive and retention tool, which could, in turn, hurt our ability to
recruit employees and retain existing employees. Other new accounting pronouncements or taxation
rules and varying interpretations of accounting pronouncements or taxation practice have occurred
and may occur in the future. This change to existing rules, future changes, if any, or the
questioning of current practices may adversely affect our reported financial results or the way we
conduct our business.
We may be required to record a significant charge to earnings if we must reassess our goodwill
or other intangible assets arising from acquisitions.
We are required under GAAP to review our amortizable intangible assets for impairment when
events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is
required to be tested for impairment annually, or more frequently, if facts and circumstances
warrant a review. Factors that may be considered a change in circumstances indicating that the
carrying value of our amortizable intangible assets may not be recoverable include a decline in our
market capitalization and slower growth rates in our industry. We may be required to record a
significant charge to earnings in our financial statements during the period in which any
impairment of our goodwill or amortizable intangible assets is determined. As of September 30,
2006, our goodwill and amortizable intangible assets arising from acquisitions were $90.9 million.
In the three months ended September 30, 2006, each of China Mobile and China Unicom made
changes to its policy on subscription-based MVAS (as described in the risk factor above titled
With respect to MVAS, we rely on China Mobile and China Unicom for service delivery, billing and
fee collection.). Such changes could significantly reduce our ability to acquire new monthly MVAS
subscribers and significantly increase the churn rate of existing monthly MVAS subscribers. During
the third quarter of 2006, we assessed the goodwill related to our MVAS operation for impairment as
a result of the policy changes and determined that the carrying amount was not impaired. The
assumptions used for the assessment were based on the information available to us at the time.
Further decline in the performance of our mobile operations and other factors may require us to
record a significant charge to earnings if an impairment is determined at a future date. As of
September 30, 2006, goodwill and intangible related to our MVAS operation was $69.2 million.
While we believe that we currently have adequate internal control procedures in place, we are
still exposed to potential risks from recent legislation requiring companies to evaluate controls
under Section 404 of the Sarbanes-Oxley Act of 2002.
While we believe that we currently have adequate internal control procedures in place, we are
still exposed to potential risks from recent legislation requiring companies to evaluate controls
under Section 404 of the Sarbanes-Oxley Act of 2002. Under the supervision and with the
participation of our management, we have evaluated our internal controls systems in order to allow
management to report on, and our registered independent public accounting firm to attest to, our
internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We have performed the
system and process evaluation and testing required in an effort to comply with the management
certification and auditor attestation requirements of Section 404. As a result, we have incurred
additional expenses and a diversion of managements time. If we are not able to continue to meet
the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject
to sanctions or investigation by regulatory authorities, such as the SEC or the NASDAQ National
Market. Any such action could adversely affect our financial results and the market price of our
ordinary shares.
You should not place undue reliance on our financial guidance, nor should you rely on our
quarterly operating results as an indication of our future performance because our results of
operations are subject to significant fluctuations.
We may experience significant fluctuations in our quarterly operating results due to a variety
of factors, many of which are outside of our control. Significant fluctuations in our quarterly
operating results could be caused by any of the factors identified in this section, including but
not limited to our ability to retain existing users, attract new users at a steady rate and
maintain user satisfaction; the announcement or introduction of new or enhanced services, content
and products by us or our competitors; significant news events that increase traffic to our
websites; technical difficulties, system downtime or Internet failures; demand for advertising
space from advertisers; seasonality of the advertising market; the amount and timing of operating
costs and capital expenditures relating to expansion of our business, operations and
infrastructure; governmental regulation; seasonal trends in Internet use; a shortfall in our
revenues relative to our forecasts and a decline in our operating results due to our inability to
adjust our spending quickly; and general economic conditions and economic conditions specific to
the Internet, electronic commerce and the Greater China market. As a result of these and other
factors, you should not place undue reliance on our financial guidance, nor should you rely on
quarter-to-quarter comparisons of our operating results as indicators of likely future performance.
Our quarterly revenue and earnings per share guidance is our best estimate at the time we provide
guidance. Our operating results may be below our expectations or the expectations of
42
public market analysts and investors in one or more future quarters. If that occurs, the price
of our ordinary shares could decline and you could lose part or all of your investment.
Our stock price has been historically volatile and may continue to be volatile, which may make
it more difficult for you to resell shares when you want at prices you find attractive.
The trading price of our ordinary shares has been and may continue to be subject to
considerable daily fluctuations. During the three months ended September 30, 2006, the closing sale
prices of our ordinary shares on the NASDAQ National Market ranged from $20.91 to $26.57 per share
and the closing sale price on November 3, 2006 was $27.88 per share. Our stock price may fluctuate
in response to a number of events and factors, such as quarterly variations in operating results,
announcements of technological innovations or new products and media properties by us or our
competitors, changes in financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may deem comparable, new
governmental restrictions or regulations and news reports relating to trends in our markets. In
addition, the stock market in general, and the market prices for China-related and Internet-related
companies in particular, have experienced extreme volatility that often has been unrelated to the
operating performance of such companies. These broad market and industry fluctuations may adversely
affect the price of our ordinary shares, regardless of our operating performance.
We may be classified as a passive foreign investment company, which could result in adverse
U.S. tax consequences to U.S. investors.
Based upon the nature of our income and assets, we may be classified as a passive foreign
investment company, or PFIC, by the United States Internal Revenue Service for U.S. federal income
tax purposes. This characterization could result in adverse U.S. tax consequences to you. For
example, if we are a PFIC, our U.S. investors will become subject to increased tax liabilities
under U.S. tax laws and regulations and will become subject to more burdensome reporting
requirements. The determination of whether or not we are a PFIC is made on an annual basis, and
those determinations depend on the composition of our income and assets, including goodwill, from
time to time. Although in the past we have operated our business and in the future we intend to
operate our business so as to minimize the risk of PFIC treatment, you should be aware that certain
factors that could affect our classification as PFIC are out of our control. For example, the
calculation of assets for purposes of the PFIC rules depends in large part upon the amount of our
goodwill, which in turn is based, in part, on the then market value of our shares, which is subject
to change. Similarly, the composition of our income and assets is affected by the extent to which
we spend the cash we have raised on acquisitions and capital expenditures. In addition, the
relevant authorities in this area are not clear and so we operate with less than clear guidance in
our effort to minimize the risk of PFIC treatment. Therefore, we cannot be sure whether we are not
and will not be a PFIC for the current or any future taxable year. In the event we are determined
to be a PFIC, our stock may become less attractive to U.S. investors, thus negatively impacting the
price of our stock.
We have a single shareholder who can substantially influence the outcome of all matters voted
upon by our shareholders and whose interests may not be aligned with yours.
In February 2005, Shanda and several of its affiliates reported that they beneficially
acquired 9,821,765 shares of our ordinary shares, which represents approximately 18.3% of our
ordinary shares outstanding as of November 3, 2006. As a result, Shanda is able to substantially
influence all matters requiring the approval of our shareholders, including the election of
directors and the approval of significant corporate transactions such as acquisitions. This
concentration of ownership could delay, defer or prevent a change in control or otherwise impede a
merger or other business combination that the Board of Directors or other shareholders may view
favorably. Additionally, in the event Shanda obtains Board representation, it may have influence
over certain of the Companys business activities otherwise not subject to a shareholder vote.
Anti-takeover provisions in our charter documents and SINAs shareholder rights plan may
discourage our acquisition by a third party, which could limit our shareholders opportunity to
sell their shares at a premium.
Our Amended and Restated Memorandum and Articles of Association include provisions that could
limit the ability of others to acquire control of us, modify our structure or cause us to engage in
change in control transactions. These provisions could have the effect of depriving shareholders of
an opportunity to sell their shares at a premium over prevailing market prices by discouraging
third parties from seeking to obtain control of us in a tender offer or from otherwise engaging in
a merger or similar transaction with us.
For example, our Board of Directors has the authority, without further action by our
shareholders, to issue up to 3,750,000 preference shares in one or more series and to fix the
powers and rights of these shares, including dividend rights, conversion rights, voting rights,
terms of redemption and liquidation preferences, any or all of which may be greater than the rights
associated with our ordinary shares. Preference shares could thus be issued quickly with terms
calculated to delay or prevent a change in control or make
43
removal of management more difficult. In addition, if the Board of Directors issues preference
shares, the market price of our ordinary shares may fall and the voting and other rights of the
holders of our ordinary shares may be adversely affected. Similarly, the Board of Directors may
approve the issuance of debentures convertible into voting shares, which may limit the ability of
others to acquire control of us.
In addition, we have adopted a shareholder rights plan pursuant to which our existing
shareholders would have the right to purchase ordinary shares from the Company at half the market
price then prevailing in the event a person or group acquires more than 10% of our outstanding
ordinary shares, or an additional 0.5% in the case of certain shareholders holding more than 10% at
the time of the plan adoption, including Shanda and its affiliates, on terms our Board of Directors
does not approve. As a result, such rights could cause substantial dilution to the holdings of the
person or group which acquires more than 10%, or an additional 0.5%, as the case may be.
Accordingly, the shareholder rights plan may inhibit a change in control or acquisition and could
adversely affect a shareholders ability to realize a premium over the then prevailing market price
for the ordinary shares in connection with such a transaction.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits.
3.1 |
|
Amended and Restated Articles of Association of SINA Corporation (filed as Exhibit 3.1 to
the Companys Annual Report on Form 10-K filed on March 16, 2005 and incorporated by
reference herein). |
|
3.2 |
|
Amended and Restated Memorandum of Association of SINA.com (filed as Exhibit 3.2 to the
Companys Annual Report on Form 10-K filed on March 16, 2005 and incorporated by
reference herein). |
|
4.1 |
|
Form of Subordinated Note due July 15, 2023 (Filed as Exhibit 4.1 to the Companys Report
on Form 10-Q for the three month period ended June 30, 2003, and incorporated herein by
reference). |
|
4.2 |
|
Indenture, dated as of July 7, 2003, by and between the Company and the Bank of New York
(Filed as Exhibit 4.2 to the Companys Report on Form 10-Q for the three month period
ended June 30, 2003, and incorporated herein by reference). |
|
4.3 |
|
Registration Rights Agreement, dated as of July 7, 2003, by and between the Company and
Credit Suisse First Boston LLC (Filed as Exhibit 4.3 to the Companys Report on Form 10-Q
for the three month period ended June 30, 2003, and incorporated herein by reference). |
|
4.4 |
|
Rights Agreement dated as of February 22, 2005 between SINA Corporation and American
Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Companys
Report on Form 8-K filed on February 24, 2005, and incorporated herein by reference). |
|
10.1* |
|
Employment Agreement dated July 31, 2006 between Charles Guowei Chao and SINA Corporation. |
|
31.1* |
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules
13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
44
31.2* |
|
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules
13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
32.1* |
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C. section 1350. |
|
32.2* |
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C. section 1350. |
45
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
SINA CORPORATION
|
|
Dated: November 9, 2006 |
By: |
/s/ Charles Chao
|
|
|
|
Charles Chao |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
46
SINA CORPORATION
Exhibit Index
|
|
|
Exhibit Number |
|
Description |
3.1
|
|
Amended and Restated Articles of Association of SINA Corporation (filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K filed
on March 16, 2005 and incorporated by reference herein). |
|
|
|
3.2
|
|
Amended and Restated Memorandum of Association of SINA.com (filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K filed on
March 16, 2005 and incorporated by reference herein). |
|
|
|
4.1
|
|
Form of Subordinated Note due July 15, 2023 (Filed as Exhibit 4.1 to the Companys Report on Form 10-Q for the three month period ended
June 30, 2003, and incorporated herein by reference). |
|
|
|
4.2
|
|
Indenture, dated as of July 7, 2003, by and between the Company and the Bank of New York (Filed as Exhibit 4.2 to the Companys Report on
Form 10-Q for the three month period ended June 30, 2003, and incorporated herein by reference). |
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of July 7, 2003, by and between the Company and Credit Suisse First Boston LLC (Filed as Exhibit
4.3 to the Companys Report on Form 10-Q for the three month period ended June 30, 2003, and incorporated herein by reference). |
|
|
|
4.4
|
|
Rights Agreement dated as of February 22, 2005 between SINA Corporation and American Stock Transfer & Trust Company, as Rights Agent
(filed as Exhibit 4.1 to the Companys Report on Form 8-K filed on February 24, 2005, and incorporated herein by reference). |
|
|
|
10.1*
|
|
Employment Agreement dated July 31, 2006 between Charles Guowei Chao and SINA Corporation. |
|
|
|
31.1*
|
|
Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2*
|
|
Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1*
|
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C. section 1350. |
|
|
|
32.2*
|
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C. section 1350. |