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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
COMMISSION FILE NUMBER 000-30698
SINA.COM
(Exact Name of Registrant as specified in its charter)
CAYMAN ISLANDS 52-2236363
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
VICWOOD PLAZA
ROOMS 1801-4
18TH FLOOR
199 DES VOEUX ROAD
CENTRAL, HONG KONG
(852) 2155-8800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
CHARLES CHAO
1313 GENEVA DRIVE
SUNNYVALE, CA 94089
(408) 548-0000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
ORDINARY SHARE, $0.133 PAR VALUE
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 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 [X] No [ ]
Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $37,071,990 as of August 31, 2001, based upon
the closing sale price on computed by reference to the closing price for the
Ordinary Shares as quoted by the Nasdaq National Stock Market reported for such
date. Shares of Ordinary Shares held by each officer and director and by each
person who owns 5% or more of the outstanding Ordinary Shares have been excluded
in that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
As of August 31, 2001, there were 41,382,523 shares of the Registrant's
Ordinary Shares, $0.133 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10-13 incorporate information by reference from the definitive proxy
statement for the Annual Meeting of Shareholders to be held on November 27,
2001.
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "except," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.
Readers are also urged to carefully review and consider the various
disclosures made by us which attempt to advise interested parties of the factors
which affect our business, including without limitation the disclosures made
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and under the caption "Business -- Risk Factors"
included herein.
PART I
ITEM 1. BUSINESS
OVERVIEW
SINA.com (SINA, or the Company) is a leading Chinese media and Internet
services company for Chinese communities worldwide. We offer a portal network of
four localized Web sites targeting China, Taiwan, Hong Kong and overseas Chinese
in North America. Our users enjoy a full array of Chinese-language media,
communications, business, enterprise and commerce service offerings. In
addition, we offer proprietary software products that simplify access to Chinese
Internet content.
In September 2001, we entered into a definitive agreement to acquire
approximately 29% equity interest in Sun Television Cybernetworks Holdings
Limited ("Sun TV"), a Hong Kong Exchange listed company. We plan to initiate a
series of cross-media efforts including cross selling and promotion between the
Company and Sun TV as well as a joint effort in the development of broadband
services and content for the global Chinese markets.
One of our subsidiaries, Beijing Stone Rich Sight Information Technology
Co. Ltd., or BSRS, a Sino-Foreign joint venture company based in Beijing, China,
began operations in December 1993 as a computer software company focused on
providing solutions to computer users wishing to communicate in Chinese. In May
1996, we launched our online network, then called SRSnet.com, offering
Chinese-language news, information and community features such as bulletin
boards and chat services targeted at online users in China. In March 1999, we
expanded our online network by acquiring Sinanet.com, a leading Chinese-
language Internet content company with offices in California and Taiwan and two
distinct Web sites targeting Chinese users in North America and Taiwan. In July
1999, we continued our network expansion by launching our Hong Kong destination
Web site targeting Chinese users in Hong Kong.
In general, we make our portal network and online services available
without charge to users. In June 2001, we had 29 million registered users who
viewed approximately 2.6 billion Web pages. Because of the popularity and growth
in usage of our Web sites, we attract advertisers and merchants who wish to
target the Chinese market. We generate revenue primarily through the sale of
advertisements, advertising campaigns, promotions, sponsorships and
merchandising. We also derive revenue from sales of our proprietary software
products.
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MEDIA PROPERTIES AND SERVICES
SINA PORTAL NETWORK
Our portal network consists of four destination Web sites dedicated to
users in China (www.sina.com.cn), Taiwan (www.sina.com.tw), Hong Kong
(www.sina.com.hk) and overseas Chinese in North America (www.sina.com). Each of
our destination sites consists of Chinese-language content organized into
interest-specific channels, extensive community and communication services and
sophisticated search capabilities.
INTEREST-BASED CHANNELS
We make available on all of our Web sites our four or five most popular
interest-based channels. Our shared channels are organized around subjects such
as News, Sports, Living, Finance, Technology and Entertainment. We also create
for each individual site at least two localized channels specifically tailored
for the local market. Although content varies across our Web sites, we are
careful to preserve a consistent SINA brand identity and look and feel through
our network.
We also broadcast content on our interest-based channels including
real-time news (numerous sources including Central News Agency, China Central
Television, Beijing Television, China Economic Times and Xinhua News Agency),
sports scores and commentary (China Football News, Min Sheng Bao), arts and
living (China Entertainment, China Television, Togo Travel), stock quotes and
investment commentary (Business Weekly, Shanghai Securities News, Reuters),
science and technology updates (Openfind Search, ZDNet), and streaming
Chinese-language audio and video content (China Television).
COMMUNITY-BUILDING CHANNELS
We offer an array of community-building services designed to encourage
users to become active and loyal registered members, or SINA Netizens. Our
integrated SinaMail, SinaPager, SinaChat, Club Yuan, E-Card and SinaForum
products and services enable SINA Netizens to easily communicate with each other
or with groups of others in the SINA community. SinaMail, our free email
service, had 24.3 million registered users as of June 2001, and is one of the
most popular email services in China. SinaPager, the instant-messaging service
currently offered on our China Web site, enables SINA Netizens to know whether
their friends are online and to send messages to them instantly. Through
SinaChat and SinaForum, members with similar interests can meet and share their
thoughts and opinions. For members seeking friends and personal relationship
interests, our Club Yuan interactive dating service provides them a "community
within a community".
COMMERCE CHANNELS
Online commerce is a natural extension of our portal network. We currently
offer SinaMall, an intuitive and fun online shopping experience, on our China
and North America Web sites. Through sponsorship and commission fee arrangements
with local department stores, various suppliers and other e-commerce companies,
our China and North American members can purchase a wide variety of goods and
services online such as beauty products, books, clothing, computer hardware,
electronics, event ticketing and food. In Taiwan we are one of the first few
Chinese-language Web sites that offer airlines tickets over the Internet.
ADVERTISING, ELECTRONIC COMMERCE AND PREMIUM SERVICES
We believe that the global Chinese Internet community is an attractive
demographic target for advertisers because it represents an affluent, educated
and technically sophisticated market. We derive a significant percentage of our
revenues from the sale of advertisements and advertising-related services,
including integrated advertising campaigns, placement fees, promotions, banner
advertisements, sponsorships, and transaction fees generated from the sale of
merchandise on our network. We also introduced a number of premium services in
2001, including short message, paid email and classified advertisement services,
that allow users to fully utilize the broad reach and capabilities of our
network.
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ADVERTISING SERVICES
We employ a multi-pronged sales strategy that targets both short-term
revenue opportunities such as banner advertising campaigns, as well as
longer-term, high-value contracts such as integrated marketing and
communications packages. Our advertising product offerings consist of banner
advertisements that appear on pages within the SINA network, higher profile
promotional sponsorships that are typically focused on a particular event, such
as the Olympics, and advertising campaign design and management services. We are
also working with research firms in the United States and China to offer market
survey services. By querying and aggregating feedback from our users, we expect
to be able to provide our advertisers with prompt and valuable feedback on
public engagement with their brands and products, thereby enabling advertisers
to more easily gauge the effectiveness of their ongoing advertising campaigns.
Our primary target client base for advertisers and sponsors consists of
global corporations and Asia-focused regional companies, to which we sell from
both our corporate and regional headquarters. Global corporations are typically
Fortune 500 and 1000 companies with significant operations worldwide and employ
a global approach to their branding, marketing and communications programs.
Regional companies consist of medium to large companies that are focused on
specific geographic as well as demographic markets, such as Asian-Americans or
Taiwanese, and smaller companies whose markets are within a local territory,
such as Beijing or Hong Kong. A partial list of our advertising clients include:
51job Network, 999 Group, AT&T, Beijing Yibao Online, CNA Life, Charles Schwab,
Chuanglianwan Web, Dell, E*Trade, General Motor, IBM, Intel, Learning
Technologies, Legend, Motorola, Nestle, Samsung, Scottstrade Securities,
Standard Foods, TCL, Trend Micro, and YesAsia. In order to leverage our global
resources, we have established advertising sales centers in Hong Kong, New York
and California. Salespeople in each of these sales centers may sell a global
promotions campaign to customers for delivery on any of our Web sites.
We have built a global sales and marketing organization of approximately
130 professionals as of June 2001.
E-COMMERCE SERVICES
Our technology platform enables both multinational and local merchants to
transact business online. We generate revenue from monthly hosting fees and
through receiving a percentage of online sales from our merchant partners. Often
we work closely with merchants to design customized marketing campaigns that
involve both advertising and sales of their products over our network.
We have also been a leader in creating mechanisms for secure transactions
on the Internet in China. We have set up online payment systems and online
banking services and launched a co-branded debit card with China Merchants Bank
enabling users of our China Web site to make online purchases from our China
SinaMall.
PREMIUM SERVICES
In 2001, we initiated a number of fee-based premium services that we
believe will offer incremental benefits to subscribers who wish to fully
leverage our network. We generate user fees from subscribers to our short
message and paid email services and receive guaranteed fees for our classified
advertisement services. Our short message service, offered in China, allows a
user to send messages from the Internet to a cellular phone. Our paid SINA email
service provides a subscriber with a larger email storage capacity and faster
email access and response time. We have also partnered with a network of
advertising resellers in China, who pay us a guaranteed fee in exchange for a
pre-determined amount of classified advertisement space on our network that they
then resell to their end customers.
SOFTWARE PRODUCTS
We have designed an array of proprietary software products that allow users
to easily view Chinese-language content and switch between Chinese and English
languages without regard to the underlying operating system. RichWin, first
launched in April 1994, is an operating system overlay that allows users to
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move easily between a Chinese and an English operating environment. We sell the
latest version of our RichWin software product to businesses and consumers and,
often at lower margin, to original equipment manufacturers. SinaPlus, our
new-generation language translation engine, bundles tools and services such as
SinaMail and SinaPager to provide our users with a more integrated online
experience. SinaPlus is available for free download from our portal network. We
also plan to offer new corporate services software that will help businesses
establish and maintain their intranet and extranet Web sites by integrating
their proprietary corporate content and applications with SINA's email,
publishing and content services.
STRATEGIC RELATIONSHIPS
We have developed strategic relationships with a range of content, service,
application and distribution partners in order to serve users more effectively
and to extend our brand and services to a broader audience.
CONTENT PARTNERSHIPS
The goal of our content partnerships is to provide our users with the
broadest offering of Chinese-language content available. We contract with our
content partners to display their content on one or more of our Web sites free
of charge or in exchange for a share of revenue, a licensing fee, access to our
content or a combination of these arrangements. Some of our leading content
providers include Xinhua News Agency, China Central TV, People's Daily, Central
News Agency, FTV News, China Press, Apple Daily, Singtao Daily, CBS Marketwatch,
Reuters, Shanghai Securities News, Shenzhen Securities News, OTC Securities
Exchange, Core Pacific-Yamaichi and ZDNet. These content partnerships are
usually of one to two years' duration with one-year automatic renewal.
APPLICATION AND SERVICE PARTNERSHIPS
The goal of our application and service partnerships is to ensure that our
users have access to user-friendly, reliable and scalable communication and
search tools. Because many of our prospective partners have traditionally
focused on non-Chinese speaking markets, our internal engineering and
development teams often work closely with them to adapt their solutions to the
Chinese-language market.
We have an outsourcing agreement with Critical Path, under which Critical
Path provides our web-based email service for SINA U.S. We also have an
agreement with OpenFind to provide Chinese search functionality to some of our
Web sites, and an agreement with CYC to provide online game technology for all
our Web sites.
TECHNOLOGY INFRASTRUCTURE
Our operating infrastructure is designed to serve and deliver hundreds of
millions of page views a day to our users. This scalable infrastructure allows
our users to access our products and services quickly and efficiently,
regardless of their geographical location. Our infrastructure is also designed
to provide high-speed access by forwarding queries to our Web hosting sites with
greater resources or lower loads. Our Web pages are generated, served and cached
by servers hosted at various co-location Web hosting sites in China, U.S.,
Taiwan and Hong Kong.
Our servers run on RedHat Linux, FreeBSD, and Solaris platforms using
Apache and Netscape servers. These servers are maintained at Cable and Wireless
in Santa Clara, California, China Telecom Corporation in China, Seednet and
Hinet in Taipei, Taiwan, and iAdvantage in Hong Kong. We believe that these
hosting partners provide significant operating advantages, including an enhanced
ability to protect our systems from power loss, break-ins and other potential
external causes of service interruption. They provide continuous customer
service, multiple connections to the Internet and a continuous power supply to
our systems. In addition, we conduct online monitoring of all our systems for
accessibility, load, system resources, network-server intrusion and timeliness
of content.
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COMPETITION
The market for Web sites offering online content and services targeting the
global Chinese community is competitive and we expect competition to increase in
the future. Many of the companies attempting to address this market offer
portal, content and e-commerce services to distinct local markets within Greater
China. The following table lists the Chinese-language Web sites that we believe
are currently our primary competitors:
CHINA TAIWAN HONG KONG NORTH AMERICA
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PORTALS.............. Netease Hinet Yahoo! Hong Kong Yahoo! Chinese
Sohu YahooKimo HongKong.com
Capital Online Seednet Netvigator
Yahoo! China YAM 36.com
Chinadotcom PCHome Tom.com
Tom.com
FM365.com
CONTENT.............. ChinaByte PCHome South China Morning
ChinaTimes Interactive Post Interactive
ET Today Apple Daily
United Daily Network (atnext.com)
E-COMMERCE........... 8848.com AcerMall Yahoo! Shopping
Eachnet.com Yam Go2hk
YahooKimo
PCHome
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 Web sites
or that provide an initial point of entry for Internet users, such as ISPs,
including large, well-capitalized entities such as Microsoft (MSN), Yahoo!,
PCCW-HKT (Netvigator) and AOL, currently offer and could further develop or
acquire content and services that compete with those that we offer. 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 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. For
example, America Online Inc. and Xinhua News Agency, one of our content
suppliers, are major shareholders of Chinadotcom and News Corp Ltd. is a major
shareholder of Netease.com.
Our ability to compete successfully depends on many factors, including the
quality of our content, the breadth, depth and ease of use of our services, our
sales and marketing efforts and the performance of our technology. See also
"Risk Factors -- The markets in which we operate are highly competitive, and we
may be unable to compete successfully against new entrants and established
industry competitors, many of which have greater financial resources than we do
or currently enjoy a superior market position than we do."
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
The Chinese government has enacted an extensive regulatory scheme governing
the operation of our business. Various Chinese governmental authorities, such as
the Ministry of Information Industry, or MII, the State Administration of
Industry and Commerce, or SAIC, and the Ministry of Public Security regulate the
Chinese Internet industry. During our past fiscal year, the Chinese government
enacted three significant regulations affecting our business:
- Measures for the Administration of Internet Information Services enacted
in September 2000,
- The Telecommunications Regulations enacted in October 2000, and
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- The Provisional Regulations for the Administration of Web Site Operation
of News Publication Services enacted in October 2000.
APPLICABLE REGULATIONS
On September 25, 2000, the Measures for the Administration of Internet
Information Services, or the ICP Measures, went into effect. Under the ICP
Measures, any entity that provides information to online users of the Internet
is obliged to obtain an operating license from the MII or its local branch at
the provincial level in accordance with the Telecom Regulations described below.
The ICP Measures also reiterated Internet content restrictions that have been
promulgated by other ministries over the past few years. Moreover, the ICP
Measures stipulate that ICPs must obtain the prior consent of the MII prior to
establishing an equity or cooperative joint venture with a foreign partner. On
January 4, 2001, the MII issued an ICP license to Beijing SINA Internet
Information Services Co., Ltd., an entity that the Company has a contractual
arrangement with to operate its website in China. See also
"Business -- Corporate Structure." On July 25, 2001, this entity also obtained a
permit to operate its bulletin board systems pursuant to additional ICP Measure
regulations issued on April 23, 2001 requiring all companies that operate
bulletin board systems, or BBS, to obtain official permits.
On October 1, 2000, the Telecommunications Regulations of the People's
Republic of China, or the Telecom Regulations, went into effect. The Telecom
Regulations reiterated the long-standing principle that telecommunications
service providers need to procure an operating license as a mandatory
precondition for the commencement of operations. Under current Chinese
regulations, therefore, foreign companies such as SINA cannot own or operate
value-added telecommunications business in China. Consequently, we conduct our
business in China through two separate Chinese business entities. For a
description of the contractual arrangements we have with these entities, please
see "Risk Factors -- We have attempted to comply with the strict licensing and
registration requirements of the PRC government by entering into agreements with
two Chinese entities majority owned by our employees; if the PRC government
finds that these agreements do not comply with the licensing requirements, our
business in the PRC will be adversely affected." In the opinion of our Chinese
counsel, the ownership of BSRS and its businesses comply with existing Chinese
laws and regulations. Nevertheless, if we are not viewed as complying with these
policies or any regulations that may be created relating to foreign ownership of
Internet-related businesses, the Chinese government could require us to
discontinue our operations in China or take other actions that could harm our
business.
In October 2000, the Provisional Regulations for the Administration of Web
Site Operation of News Publication Services were jointly promulgated by the
State Council Information Office and MII. These regulations stipulate that
general Web sites established by non-news organizations may publish news
released by certain official news agencies, if they satisfy the requirements set
forth in Article 9, but may not publish news items produced by themselves or
news sources from elsewhere. The aforementioned requirements include the
following:
- they must have a purpose and guidelines with respect to online news
services that comply with laws and regulations,
- they must have the necessary news editorial departments, funds, equipment
and premises,
- they must have professional staff in charge of editing who are
experienced in journalism and are qualified at a medium or higher level
to hold technical positions in journalism, and an appropriate number of
editorial staff who are qualified at a medium or higher level to hold
technical positions in journalism; and
- they shall have news sources such as State news agencies, news bureau of
departments under the State Council or news agencies directly under the
provinces, autonomous regions or directly-administered municipalities.
The above regulations also require the general Web sites of non-news
organizations to apply to the State Council Information Office for approval
after securing the consent of the State Council Information Office at the
provincial level, before they commence operating news dissemination services.
Besides, the general Web
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sites intending to publish the news released by the aforementioned news agencies
or bureaus must enter into agreements with them and submit copies of those
agreements to the relevant administration department. On December 27, 2000, the
State Council Information Office approved Beijing SINA Internet Information
Services Co., Ltd. to develop online news dissemination services.
The scope and enforcement of these regulations is uncertain given their
recent enactment. Moreover, we cannot predict the effect of further developments
in the Chinese legal system, particularly with regard to the Internet, including
the promulgation of new laws, changes to existing laws or the interpretation or
enforcement of laws. For a description of how the unsettled nature of Chinese
regulations may affect our business, please see "Risk Factors -- We may not be
in compliance with Chinese government regulations relating to foreign investment
prohibitions and, if so determined, the Chinese government could cause us to
discontinue our operations in China" and "-- Even if we are in compliance with
Chinese governmental regulations relating to licensing and foreign investment
prohibitions, the Chinese government may prevent us from distributing, and we
may be subject to liability for, content that it believes is inappropriate."
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
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.
In addition, 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. See "Risk Factors -- We may not be able to adequately
protect our intellectual property, which could cause us to be less competitive"
and "-- We may be exposed to infringement claims by third parties, which, if
successful, could cause us to pay significant damage awards."
CORPORATE STRUCTURE
SINA.com is a holding company owning a 100% interest in four subsidiaries:
- Rich Sight Investment Limited, or RSIL, a Hong Kong company,
- SINA.com (Hong Kong) Limited, a Hong Kong company,
- SINA.com Online, a California corporation, and
- SINA.com (B.V.I.) Ltd., a British Virgin Islands company.
RSIL was formed in March 1993 to hold an interest in Beijing Stone Rich
Sight Information Technology Co. Ltd., or BSRS. BSRS was formed as a
Sino-Foreign joint venture company based in Beijing, China between RSIL and a
third party, Beijing Stone Electronic Technology Co., Ltd., a China company.
BSRS began operations in December 1993 as a computer software company focused on
providing solutions to computer users wishing to communicate in Chinese. In May
1996, BSRS launched our online network, then called SRSnet.com, offering Chinese
language news, information and community features such as bulletin boards and
chat services targeted at online users in China. In July 1997, SRS International
Limited, a Cayman Island company, was formed to become the holding company for
RSIL.
In March 1999, we expanded our online network by acquiring Sinanet.com, a
leading Chinese language Internet content company with offices in California and
Taiwan and two distinct Web sites targeting Chinese users in North America and
Taiwan. In connection with the acquisition, we changed the name of Sinanet.com
to SINA.com Online and the name of the holding company from SRS International
Limited to SINA.com.
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In July 1999, we continued our network expansion by launching our Hong Kong
destination Web site targeting Chinese users in Hong Kong.
The diagram below illustrates our current operating structure:
(FLOW CHART)
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To comply with Chinese regulations, BSRS entered into agreements with two
Chinese entities: Beijing SINA Interactive Advertising Co., Ltd., a Chinese
advertising company that is 75% owned by Yan Wang, our new president, and 25%
owned by BSRS, and which we refer to as the Ad Company, and Beijing SINA
Internet Information Services Co., Ltd., a Chinese Internet content provider
that was 70% owned by Zhidong Wang, our former president and chief executive
officer whose employment was terminated in June 2001, and 30% owned by Yan Wang,
and which we refer to as the ICP Company. Both entities are limited liability
companies incorporated in China. In the opinion of our Chinese counsel, the
ownership of BSRS and its businesses comply with existing Chinese laws and
regulations.
Pursuant to these agreements, the ICP Company is responsible for operating
www.sina.com.cn in connection with its Internet content company license and
sells advertising space on the China Web site to the Ad Company. The Ad Company,
in turn, places advertisements in this space for third parties under its
advertising license. In addition, BSRS has licensed intellectual property and
transferred equipment to the ICP Company, and acts as the ICP Company's provider
of technical services, all in exchange for fees or other payments. BSRS also
serves as a consultant and service provider to the Ad Company for its domestic
Chinese customers. Substantially all of the income received from advertising
sales by the Ad Company and ICP Company is paid to BSRS.
Our employment agreements with Zhidong Wang and Yan Wang require that they
transfer their interest in the Ad Company or ICP Company at the net book value
to us when allowed under Chinese law or to an employee or group of employees
specified by us upon termination of their employment with us. In September 2001,
Zhidong Wang completed the transfer of his shares in the ICP Company to five
BSRS employees designated by us. Daniel Mao, our new chief executive officer now
owns 30% of the ICP Company and each of the other four employees owns 10% of the
ICP Company. These five employees and Yang Wang also entered into agreements
with BSRS which require that they transfer their interest in the ICP Company to
BSRS or to any person specified by BSRS at any time upon BSRS' request, provided
that such transfer will not be in violation of Chinese laws and regulations.
EMPLOYEES
As of June 30, 2001, we had 529 full-time employees, of whom 461 were
employed outside the United States. We sometimes need to transfer some of these
international employees to the United States on temporary or extended
assignments, which typically require a visa. From time to time we employ
independent contractors to support our production, engineering, marketing, and
sales departments. Our Chinese employees are members of a labor association that
represents employees with respect to labor disputes and other employee matters.
We have never experienced a work stoppage or a labor dispute that has interfered
with our operations.
RISK FACTORS
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.
From our inception through September 1998, our revenues consisted entirely
of sales of our RichWin software products and licenses to copy and use these
products. We continued our software sales during fiscal 1999, but with the
launch of our online network in May 1996 and our acquisition of Sinanet.com in
March 1999, we began to devote our resources primarily to developing our online
Chinese-language network. We believe that our future success depends on our
ability to significantly increase revenue from our Internet advertising and
electronic commerce operations, for which we have a limited operating history.
Accordingly, our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in an early stage of
development. These risks include our ability to: attract advertisers; attract a
larger audience to our network; 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 the SINA.com brand and continue to build user loyalty;
attract
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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.
WE HAVE A HISTORY OF LOSSES AND WE ANTICIPATE FUTURE LOSSES.
We have never been profitable. As of June 30, 2001, we had an accumulated
deficit of approximately $99.3 million. We anticipate that we will continue to
incur operating losses for the foreseeable future due to the uncertainty of our
ability to grow revenue. As a result, we cannot be certain when or if we will
achieve profitability. If we do not achieve or 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 INTERNET HAS NOT BEEN PROVEN AS A SOURCE OF SIGNIFICANT
ADVERTISING REVENUE IN GREATER CHINA.
Our revenue growth is dependent on increased revenue from the sale of
advertising space on our network and the acceptance and use of electronic
commerce. Online advertising in Greater China is an unproven business 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: the
development of a large base of users possessing demographic characteristics
attractive to advertisers; downward pressure on online advertising prices; 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 will be negatively
affected.
WE ARE RELYING ON ELECTRONIC COMMERCE AS A SIGNIFICANT PART OF OUR FUTURE
REVENUE, BUT THE INTERNET HAS NOT YET BEEN PROVEN AS AN EFFECTIVE COMMERCE
MEDIUM IN GREATER CHINA.
Our revenue growth also depends on the increasing acceptance and use of
electronic commerce in Greater China. The Internet may not become a viable
commercial marketplace in Asia for various reasons, many of which are beyond our
control, including: inexperience with the Internet as a sales and distribution
channel; inadequate development of the necessary infrastructure to facilitate
electronic commerce; concerns about security, reliability, cost, ease of
deployment, administration and quality of service associated with conducting
business over the Internet; and inexperience with credit card usage or with
other means of electronic payment in China.
If the Internet does not become more widely accepted as a medium for
electronic commerce, our ability to generate increased revenue will be
negatively affected.
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, China's primary commercial network, which is
owned and operated by China Telecom, a state-owned enterprise directly
controlled by Chinese 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 will be limited and our business could be
harmed.
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WE MUST RELY ON THE CHINESE GOVERNMENT TO DEVELOP CHINA'S INTERNET
INFRASTRUCTURE AND IF IT DOES NOT DEVELOP THIS INFRASTRUCTURE OUR ABILITY TO
GROW OUR BUSINESS WILL BE HINDERED.
The Chinese government's 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 to provide data
communications capacity primarily through local telecommunications lines.
Although the Chinese government has announced plans to develop aggressively 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 will be hindered.
YOU SHOULD NOT 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 our control.
Factors that may cause our quarterly operating results to fluctuate include: 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; dependence on a limited
number of advertisers, many of which have agreements with us that are cancelable
upon a specified notice period, and the loss of any major advertiser;
significant news events that increase traffic to our Web sites; technical
difficulties, system downtime or Internet failures; demand for advertising space
from advertisers; 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 rely on
quarter-to-quarter comparisons of our operating results as indicators of likely
future performance. Our operating results may be below the expectations of
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.
POLITICAL AND ECONOMIC CONDITIONS IN GREATER CHINA 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 would be
able to maintain effectively 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 real gross
domestic product growth for the entire region as a result of higher interest
rates and currency fluctuations. If declining economic growth rates persist,
expenditures for Internet access, infrastructure improvements and advertising
could decrease, which would negatively affect our business and our profitability
over time. In addition, the economic downturn in Asia could also lead to a
devaluation of the currency of China, Taiwan or Hong Kong, which would decrease
our revenues for the Greater China region in U.S. dollar terms.
In addition, economic reforms in the region could 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 reforms 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.
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WE MAY BE ADVERSELY AFFECTED BY CHINESE GOVERNMENT REGULATION OF INTERNET
COMPANIES.
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 untested, their interpretation and enforcement may involve significant
uncertainty. In addition, the Chinese legal system is a civil law system in
which decided legal cases have limited binding force as legal precedents. 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 China government regulation of
the Chinese Internet sector include the following:
- SINA only has contractual control over its website in China, it does not
own it due to the prohibition of foreign investment in businesses
providing value-added telecommunication services, including computer
information services or electronic mail box services.
- The numerous and often vague restrictions on acceptable content in China
subjects 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 Web site 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.
The interpretation and application of existing Chinese laws and
regulations, the stated positions of the MII and the possible new laws or
regulations have created substantial uncertainties regarding the legality of
existing and future foreign investments in, and the businesses and activities
of, Chinese Internet businesses, including our business.
WE HAVE ATTEMPTED TO COMPLY WITH THE STRICT LICENSING AND REGISTRATION
REQUIREMENTS OF THE PRC GOVERNMENT BY ENTERING INTO AGREEMENTS WITH TWO
CHINESE ENTITIES MAJORITY OWNED BY OUR EMPLOYEES; IF THE PRC GOVERNMENT FINDS
THAT THESE AGREEMENTS DO NOT COMPLY WITH THE LICENSING REQUIREMENTS, OUR
BUSINESS IN THE PRC WILL BE ADVERSELY AFFECTED.
Because the Chinese government restricts foreign investment in
Internet-related businesses, we have restructured our China Internet operations
by forming two Chinese entities to acquire appropriate government licenses to
conduct our business there. The legal uncertainties associated with the Chinese
government regulation may be summarized as follows: whether the Chinese
government may view our restructuring as being in compliance with their
regulations; whether the Chinese government may revoke such business licenses;
whether the Chinese government may impose additional regulatory requirements
with which we may not be in compliance; whether the Chinese government will
permit the Chinese entities to acquire future licenses necessary in order to
conduct operations in China; and whether the Chinese government will restrict or
prohibit the distribution of content over the Internet.
The Chinese government regulates Internet access and the distribution of
news and other information through strict business licensing and registration
requirements and other governmental regulation. With respect to licensing, our
subsidiary Beijing Stone Rich Sight Information Technology Co. Ltd., or BSRS, is
currently licensed to operate as a software company. BSRS has entered into
agreements with two Chinese entities: Beijing SINA Interactive Advertising Co.,
Ltd., a Chinese advertising company that is 75% owned by Yan Wang, our new
president, and 25% owned by BSRS, and which we refer to as the Ad Company, and
Beijing SINA Internet Information Services Co., Ltd., a Chinese Internet content
provider that was 70% owned by Zhidong Wang, our former president and chief
executive officer and 30% owned by Yan Wang and which we refer to as the ICP
Company. In September 2001, Zhidong Wang completed the transfer of his shares in
the ICP Company to five BSRS employees designated by us. Daniel Mao, our new
chief executive officer now owns 30% of the ICP Company and each of the other
four employees owns 10% of the ICP Company.
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Pursuant to these agreements, the ICP Company is responsible for operating
www.sina.com.cn in connection with its Internet content company license and
sells advertising space on www.sina.com.cn to the Ad Company. The Ad Company, in
turn, sells advertisements in this space to third parties under its advertising
license. In addition, BSRS has licensed intellectual property and transferred
equipment to the ICP Company, and acts as the ICP Company's provider of
technical services, all in exchange for fees or other payments. BSRS will also
be a consultant and service provider to the Ad Company for its domestic Chinese
customers.
We cannot be sure that these and other corporate activities carried out by
us will be viewed by Chinese regulatory authorities as in compliance with
applicable licensing requirements. Our business in China will be adversely
affected if our business license is revoked as a result of non-compliance. In
addition, we cannot be sure that we will be able to obtain all of the licenses
we may need in the future or that future changes in Chinese government policies
affecting the provision of information services, including the provision of
online services and Internet access, will not impose additional regulatory
requirements on us or our service providers or otherwise harm our business.
WE DEPEND UPON CONTRACTUAL ARRANGEMENTS WITH THE AD COMPANY AND THE ICP
COMPANY FOR THE SUCCESS OF OUR OPERATIONS IN CHINA AND THESE ARRANGEMENTS MAY
NOT BE AS EFFECTIVE IN PROVIDING OPERATIONAL CONTROL AS DIRECT OWNERSHIP OF
THESE BUSINESSES.
Because we are restricted by the Chinese government from providing Internet
and advertising services directly in China, we are dependent on the Ad Company,
of which we own 25%, and the ICP Company, of which we have no ownership
interest, to provide such services through contractual agreements between the
parties. This arrangement may not be as effective in providing control over
advertising and Internet content operations in China as direct ownership of
these businesses. For example, the Ad Company or ICP Company could fail to take
actions required for our business, such as entering into advertising contracts
with potential customers or failing to maintain our China Web site. The ICP
Company will also be able to transact business with third parties not affiliated
with BSRS. If the Ad Company or ICP fails to perform its obligations under these
agreements, we would potentially have to rely on legal remedies under Chinese
law, which we cannot be sure would be effective.
WE MAY NOT BE IN COMPLIANCE WITH CHINESE GOVERNMENT REGULATIONS RELATING TO
FOREIGN INVESTMENT PROHIBITIONS AND, IF SO DETERMINED, THE CHINESE GOVERNMENT
COULD CAUSE US TO DISCONTINUE OUR OPERATIONS IN CHINA.
Chinese government policy prohibits foreign investment in the
telecommunications services industry, which it has defined to include
Internet-related businesses. While we believe that we are in compliance with
current Chinese government policies, we cannot be sure that the government will
view our business as in compliance with these policies or any policies that may
be made in the future. If we are not viewed as complying with these policies or
any regulations that may be created relating to foreign ownership of Internet-
related businesses, the Chinese government could require us to discontinue our
operations in China or take other actions that could harm our business.
EVEN IF WE ARE IN COMPLIANCE WITH CHINESE GOVERNMENTAL REGULATIONS RELATING TO
LICENSING AND FOREIGN INVESTMENT PROHIBITIONS, THE CHINESE GOVERNMENT MAY
PREVENT US FROM DISTRIBUTING, AND WE MAY BE SUBJECT TO LIABILITY FOR, CONTENT
THAT IT BELIEVES IS INAPPROPRIATE.
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 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 Web site 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
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were to take any action to limit or prohibit the distribution of information
through our network or to limit or regulate any current or future content or
services available to users on our network, our business would be harmed.
We are also subject to potential liability for content on our Web sites
that is deemed inappropriate and for any unlawful actions of our subscribers and
other users of our systems under regulations promulgated by the Chinese MII.
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 Web sites.
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 WILL 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 have just
recently been adopted and because they 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.
THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE, AND WE MAY BE UNABLE
TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED INDUSTRY
COMPETITORS, MANY OF WHICH HAVE GREATER FINANCIAL RESOURCES THAN WE DO OR
CURRENTLY ENJOY A SUPERIOR MARKET POSITION THAN WE DO.
The Asian market for Internet content and services is competitive and
rapidly changing. Barriers to entry are minimal, and current and new competitors
can launch new Web sites at a relatively low cost. Many companies offer Chinese
language content and services, including informational and community features,
and email and electronic commerce services in the Greater China market that may
be competitive with our future offerings. 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 Web sites or that provide an initial point of
entry for Internet users, such as ISPs, including large, well-capitalized
entities such as Microsoft (MSN), Yahoo!, PCCW-HKT (Netvigator) and AOL,
currently offer and could further develop or acquire content and services that
compete with those that we offer. 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 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. For example, America Online
Inc. and Xinhua News Agency, one of our content suppliers, are major
shareholders of Chinadotcom and News Corp Ltd. is a major shareholder of
Netease.com.
A number of our current and potential future competitors have greater name
recognition, larger customer bases and 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, loss of market
share and lower profit margins from reduced pricing for Internet-based services.
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IF WE FAIL TO DEVELOP SUCCESSFULLY AND INTRODUCE NEW PRODUCTS AND SERVICES,
OUR COMPETITIVE POSITION AND ABILITY TO GENERATE REVENUES WILL 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.
WE HAVE CONTRACTED WITH THIRD PARTIES TO PROVIDE CONTENT AND SERVICES FOR OUR
PORTAL NETWORK AND TO DISTRIBUTE OUR SOFTWARE, 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 Web sites and to distribute our software. 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.
In the area of Web-based services, we have contracted with OpenFind for
integrated Web search technology to complement our directory and navigational
guide, and with Critical Path for our email services and 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.
We depend on a third party's 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 revenue would decline.
In order to create traffic for our online properties and make them more
attractive to advertisers and consumers, we have entered into distribution
agreements and informal relationships with ISPs and personal computer
manufacturers for the distribution of our software. These distribution
arrangements typically are non-exclusive, and may be terminated upon little or
no notice. If our software distributors were to terminate or modify their
distribution arrangements, our ability to promote our network and generate
revenue could be harmed.
OUR BUSINESS AND GROWTH WILL 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.
In January 2001, Charles Chao was appointed as chief financial officer,
replacing Victor Lee, and in June 2001, Daniel Mao was appointed as chief
executive officer and Yan Wang was appointed as president, replacing Zhidong
Wang. Our future success will also depend on our ability to attract and retain
highly skilled technical, managerial, editorial, marketing and customer service
personnel, especially qualified personnel for our international operations in
Greater China. In particular, we have experienced difficulty in hiring and
retaining qualified personnel for our Hong Kong office and may experience
similar problems in our other regional offices. Qualified individuals are in
high demand, and we may not be able to successfully attract, assimilate or
retain the personnel we need to succeed.
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WE MAY NOT BE ABLE TO MANAGE OUR EXPANDING OPERATIONS EFFECTIVELY, WHICH COULD
HARM OUR BUSINESS.
We anticipate significant expansion of our business as we address growth in
our customer base and market opportunities. In addition, the geographic
dispersion of our operations 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 existing and implement new operational and financial systems,
procedures and controls, and to expand, train and manage our growing employee
base. Further, our management will be required to maintain and expand our
relationships with various other Web sites, 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.
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.
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.
We generate revenues and incur expenses and liabilities in Chinese
renminbi, Taiwan dollars, Hong Kong dollars, and U.S. dollars. As a result, 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 China's 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 has
generally been stable and the renminbi has appreciated slightly against the U.S.
dollar. However, given recent economic instability and currency fluctuations, we
can offer no assurance that the renminbi will continue to remain stable against
the U.S. dollar or any other foreign currency. Our results of operations and
financial condition may be affected by changes in the value of renminbi and
other currencies in which our earnings and obligations are denominated. We have
not entered into agreements or purchased instruments to hedge our exchange rate
risks, although we may do so in the future.
Although Chinese governmental policies were introduced in 1996 to allow the
convertibility of renminbi into foreign currency for current account items,
conversion of renminbi into foreign exchange for capital items, such as foreign
direct investment, loans or security, requires the approval of the State
Administration of Foreign Exchange, or SAFE, which is under the authority of the
People's 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 the renminbi in the future. Because a significant amount of
our future revenues may be in the form of renminbi, our inability to obtain the
requisite approvals or any future restrictions on currency exchanges will limit
our ability to utilize revenue generated in renminbi to fund our business
activities outside China.
OUR OPERATIONS COULD BE DISRUPTED BY UNEXPECTED NETWORK INTERRUPTIONS CAUSED
BY SYSTEM FAILURES, NATURAL DISASTERS OR UNAUTHORIZED TAMPERINGS WITH OUR
SYSTEMS.
The continual accessibility of our Web sites and the performance and
reliability of our network infrastructure are critical to our reputation and our
ability to attract and retain users, advertisers and
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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 Web site 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.
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, tax authorities in a number of states in
the U.S. are currently reviewing the appropriate tax treatment of companies
engaged in electronic commerce, and new state tax regulations may subject us to
additional state 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.
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.
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
or be adequate enough to indemnify us against all potential liabilities.
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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 understand better
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 user's
interests and sell or transmit the profiles to third parties for direct
marketing purposes without the user's 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 will suffer.
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 CLASSIFIED AS A PASSIVE FOREIGN INVESTMENT COMPANY OR AS A FOREIGN
PERSONAL HOLDING COMPANY, WHICH COULD RESULT IN ADVERSE U.S. TAX CONSEQUENCES
TO YOU.
Based upon the nature of our income and assets, we may be classified as a
passive foreign investment company, or PFIC, or as a foreign personal holding
company, or FPHC, 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. We believe
that we were not a PFIC or an FPHC for fiscal 2001 or previous years, and we do
not expect to be either in the future. However, the determination of whether or
not we are a PFIC or an FPHC is made on an annual basis, and those
determinations depend on the composition of our income and assets, in the case
of the PFIC rules, and income and shareholders, in the case of the FPHC rules,
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
or FPHC treatment, you should be aware that certain factors that could affect
our classification as PFIC or FPHC 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
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expenditures. Therefore, we cannot be sure that we will not be a PFIC or an FPHC
for the current or any future taxable year.
OUR STOCK PRICE HAS BEEN VOLATILE HISTORICALLY, WHICH MAY MAKE IT MORE
DIFFICULT FOR YOU TO RESELL SHARES WHEN YOU WANT AT PRICES YOU FIND
ATTRACTIVE.
The trading price of our common stock has been and may continue to be
subject to wide fluctuations. During fiscal year 2001, the closing sale prices
of our common stock on the Nasdaq Stock Market ranged from $1.50 to $31.00 and
the sale price of our common stock closed at $1.26 on August 31, 2001. 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, and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for 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 stock, regardless of our
operating performance.
ITEM 2: PROPERTIES
In Sunnyvale, California, we have entered into a sublease agreement that
expires on February 7, 2002. In Hong Kong, we have entered into a three-year
lease agreement that expires in January 2003. In Beijing, we have offices under
three lease agreements with various expiration dates from June 2003 through
December 2008. We have entered into a lease agreement for our Taipei office that
expires in December 2001. We believe that our existing facilities are adequate
to meet our current requirements, and that future growth can be accommodated by
leasing additional or alternative space.
ITEM 3: LEGAL PROCEEDINGS
As of the date of this Form 10-K, there are no material legal proceedings
pending or, to the best of our knowledge, threatened against us.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
(a) Market Information
SINA.com Ordinary Shares are quoted on the Nasdaq National Market System
under the symbol SINA since April 13, 2000. The following table sets forth the
high and low closing sales prices of the Company's Ordinary Shares for each
period indicated as reported on the Nasdaq Stock Market:
HIGH LOW
------ ------
Year Ended June 30, 2000
Fourth Quarter............................................ $54.50 $17.00
Year Ended June 30, 2001
First Quarter............................................. 31.00 14.13
Second Quarter............................................ 12.38 3.13
Third Quarter............................................. 4.31 1.50
Fourth Quarter............................................ 2.35 1.50
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The Closing price of the Company's Ordinary Share on the Nasdaq Stock
Market on August 31, 2001 was $1.26.
(b) Holders
As of August 31, 2001, the Company had approximately 371 shareholders of
record, although the Company believes that there is a significantly larger
number of beneficial owners of its Ordinary Shares.
(c) Dividends
The Company has not declared or paid any cash dividends on its Ordinary
Shares at any time and has no present plans to do so in the future.
(d) Report of offering securities and use of proceeds therefrom
On April 13, 2000, in connection with the Company's initial public
offering, a Registration Statement on Form F-1 (No. 333-11718) was declared
effective by the Securities and Exchange Commission, pursuant to which 4,600,000
shares of the Company's Ordinary Share were offered and sold for the account of
the Company at a price of $17.00 per share, generating gross offering proceeds
of $78.2 million. The managing underwriters were Morgan Stanley Dean Witter,
China International Capital Corporation, Chase H&Q and Robertson Stephens.
The Company incurred the following expenses in connection with the
offering:
Underwriting discounts and commissions...................... $5,474,000
Other expenses.............................................. 3,907,000
----------
Total Expenses.............................................. $9,381,000
All of such expenses were direct or indirect payments to others.
The net offering proceeds to the Company after deducting the total expenses
above were approximately $68,819,000. Approximately $27,454,000 of the proceeds
was invested in short-term corporate notes and bonds and the remaining proceeds
are being used as working capital or are included within cash and cash
equivalents.
The Company did not make any unregistered sales of the Company's Ordinary
Shares during the fourth quarter of fiscal 2001.
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ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the consolidated financial statements and notes
thereto and the other information contained in this Form 10-K.
YEAR ENDED JUNE 30,
------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- ------- ------ -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net Revenues:
Advertising......................................... $ 23,393 $ 11,013 $ 561 $ -- $ --
Software products................................... 2,276 2,943 2,248 2,499 942
E-commerce and other................................ 1,014 214 18 -- --
-------- -------- ------- ------ -------
26,683 14,170 2,827 2,499 942
-------- -------- ------- ------ -------
Cost of revenues:
Advertising......................................... 13,771 8,950 1,156 -- --
Software products................................... 671 1,640 1,285 674 325
E-commerce and other................................ 498 325 32 -- --
Stock-based compensation............................ 414 605 32 -- --
-------- -------- ------- ------ -------
15,354 11,520 2,505 674 325
-------- -------- ------- ------ -------
Gross profit.......................................... 11,329 2,650 322 1,825 617
-------- -------- ------- ------ -------
Operating expenses:
Sales and marketing................................. 21,694 17,476 1,405 622 210
Product development................................. 9,648 7,358 1,512 452 155
General and administrative.......................... 8,918 6,951 2,085 941 371
Stock-based compensation............................ 7,097 18,460 3,360 -- 1,737
Amortization of intangible assets................... 6,765 6,807 1,745 43 --
-------- -------- ------- ------ -------
54,122 57,052 10,107 2,058 2,473
-------- -------- ------- ------ -------
Loss from operations.................................. $(42,793) $(54,402) $(9,785) $ (233) $(1,856)
======== ======== ======= ====== =======
Net loss attributable to ordinary shareholders........ $(36,351) $(51,067) $(9,394) $ (253) $(1,868)
======== ======== ======= ====== =======
Basic and diluted net loss per share attributable to
ordinary shareholders............................... $ (0.91) $ (3.44) $ (1.72) $(0.05) $ (4.42)
======== ======== ======= ====== =======
Shares used in computing basic and diluted net loss
per share........................................... 40,110 14,836 5,466 4,962 423
======== ======== ======= ====== =======
AS OF JUNE 30,
---------------------------------------------
2001 2000 1999 1998 1997
-------- -------- ------- ------ ----
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................ $ 52,505 $ 99,149 $20,571 $5,090 $239
Working capital.......................................... 102,246 125,867 24,057 5,268 133
Total assets............................................. 133,122 156,038 47,582 6,685 777
Mandatorily redeemable convertible preference shares and
warrants............................................... -- -- 37,415 6,004 --
Total shareholders' equity (deficit)..................... 119,967 146,817 7,703 (5) 203
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ITEM 7: MANAGEMENT'S 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 Securities
Exchange Act of 1934, including, without limitation, statements regarding our
expectations, beliefs, intentions or future strategies that are signified by the
words "expect", "anticipate", "intend", "believe", or similar language. All
forward-looking statements included in this documents are based on information
available to us on the date hereof, and we assume 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 below under the caption
"Risk Factors" set forth herein. We caution you that our businesses and
financial performance are subject to substantial risks and uncertainties.
OVERVIEW
We are a leading Internet media and services company for Chinese
communities worldwide. We offer a portal network of four localized Web sites
targeting China, Taiwan, Hong Kong and overseas Chinese in North America. Our
users enjoy a full array of Chinese-language media, communications, business,
enterprise and commerce service offerings. In addition, we offer proprietary
software products that simplify access to Chinese Internet content.
One of our subsidiaries, Beijing Stone Rich Sight Information Technology
Co. Ltd., or BSRS, a Sino-Foreign joint venture company based in Beijing, China,
began operations in December 1993 as a computer software company focused on
providing solutions to computer users wishing to communicate in Chinese. In May
1996, we launched our online network, then called SRSnet.com, offering
Chinese-language news, information and community features such as bulletin
boards and chat services targeted at online users in China. In March 1999, we
expanded our online network by acquiring Sinanet.com, a leading Chinese-
language Internet content company with offices in California and Taiwan and two
distinct Web sites targeting Chinese users in North America and Taiwan. In July
1999, we continued our network expansion by launching our Hong Kong destination
Web site targeting Chinese users in Hong Kong. Today, we operate separate Web
sites in China, Hong Kong, Taiwan, and North America to provide global content
and services that speak directly to the audience of each region, enriching the
online experience of their users.
We derive our revenues from several sources, including online Internet
advertising, software sales, and e-commerce. Advertising revenues are derived
principally from advertising arrangements under which we receive revenues on a
cost-per-thousand impression basis, fixed payment sponsorship from advertisers,
and design of advertising campaigns to be placed on our network. We derive our
software revenues from sales of our software products primarily in China and
Hong Kong through our network of OEM partners, value-added resellers,
distributors, retail merchants, and our direct sales force. Our e-commerce and
other revenues are mainly derived from transaction and "slotting fees" paid by
merchants for selective positioning and promoting their goods or services within
our online mall, SinaMall.
Our net revenues were $26.7 million for the year ended June 30, 2001, as
compared to $14.2 million and $2.8 million for the years ended June 30, 2000 and
1999, respectively. The year-to-year increases in revenues were primarily driven
by high growth of our Internet advertising business.
We have incurred significant net losses and negative cash flows from
operations since our inception. As of June 30, 2001, we had an accumulated
deficit of $99.3 million. These losses have been funded primarily through the
issuance of our equity securities in the private and public market. We
anticipate net losses and negative cash flows from operations in the foreseeable
future.
We recorded cumulative deferred stock compensation of approximately $35.2
million, net through June 30, 2001, which represents the difference between the
exercise price of options granted through June 30, 2001 and the fair market
value of the underlying stock at the date of grant. Deferred stock compensation
is amortized on an accelerated basis over the vesting period of the applicable
options, which is generally four years. The amortization of deferred
compensation was $7.5 million and $19.1 million in fiscal 2001 and 2000,
respectively. We expect the amortization of deferred compensation to approximate
$3.5 million for fiscal 2002, $1.6 million for fiscal 2003 and $0.2 million for
fiscal 2004.
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On March 29, 1999, we acquired Sinanet.com. The fair value of the total
consideration paid in the acquisition, including assumed liabilities of
approximately $4.3 million and acquisition costs of $0.1 million, was $21.7
million. The $4.3 million in liabilities that we assumed included $3.5 million
of notes payable which were subsequently converted into our preference shares.
We accounted for the acquisition as a purchase. We recorded goodwill and other
intangible assets of approximately $20.3 million as a result of this
transaction, which are being amortized over a three-year period.
In April 2000, the Company sold 4,600,000 ordinary shares in an
underwritten initial public offering, inclusive of 600,000 ordinary shares
through the exercise of the underwriter's over-allotment option for net proceeds
of approximately $68.8 million.
On September 12, 2001, we entered into a definitive agreement to acquire
approximately 29% equity interest in Sun TV, a Hong Kong Exchange listed
company, from its major shareholder for a total consideration of $8 million in
cash and approximately 4.6 million in our newly issued ordinary shares. In
addition, we have agreed to issue 3.3 million ordinary shares if Sun TV meets
certain revenue targets over the next 18 months. The investment will be
accounted for using the equity method of accounting.
RESULTS OF OPERATIONS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
Net Revenues
Advertising. Our advertising revenues were $23.4 million for the year
ended June 30, 2001, as compared to $11.0 million and $0.6 million for the years
ended June 30, 2000 and 1999, respectively. The increases in advertising
revenues from year to year were primarily due to the increase in number of
advertisers and amount of advertising contracts. Approximately 970 customers
advertised on our web sites during the year ended June 30, 2001 as compared to
approximately 730 and 230 during the years ended June 30, 2000 and 1999,
respectively. For the years ended June 30, 2001, 2000 and 1999, advertising
revenues accounted for 88%, 78% and 20% of our total revenues, respectively.
Software. Our software revenues were $2.3 million, $2.9 million and $2.2
million for the years ended June 30, 2001, 2000 and 1999, respectively. The
higher software revenue in fiscal 2000 was due to a higher amount of software
revenue generated from the bundled software products sales to OEM partners
during fiscal 2000 as compared fiscal 2001 and 1999. Bundled software products
incorporate software products from other vendors and have a higher unit selling
price than the unbundled software products.
E-commerce and Other. Our e-commerce revenues were $1.0 million for the
year ended June 30, 2001, as compared to $214,000 and $18,000 for the years
ended June 30, 2000 and 1999, respectively. The increases in e-commerce revenues
from year to year were primarily due to the increased e-commerce activities on
SinaMall on our China site.
Cost of Revenues
Advertising. Our cost of advertising revenues were $13.8 million, or 59%
of net advertising revenue, as compared to $9.0 million and $1.2 million, or 81%
and 206% of net advertising revenues, for the years ended June 30, 2000 and
1999, respectively. Our cost of advertising revenues consists of costs
associated with the production of our Web site. These costs primarily consist of
fees paid to third parties for Internet connection, content and services, and
compensation related costs and equipment depreciation expense. The increases in
absolute dollars in cost of advertising revenues were primarily due to an
increase in Internet connection costs, such as bandwidth expansion and server
co-location cost to support increased Internet traffic on our Web sites, and an
increase in content and service provider fees to expand our Web site contents
and to support the increased advertisement impressions. Our Web sites delivered
approximately 2.6 billion page views in the month of June 2001 as compared to
approximately 1.0 billion and 150 million in the months of June 2000 and 1999,
respectively.
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Software. Our cost of software revenues was $671,000, $1.6 million and
$1.3 million for the years ended June 30, 2001, 2000 and 1999, respectively. The
significant decrease in fiscal 2001 was primarily due to a higher percentage of
the software revenues attributable to licensing arrangements which involved
minimal costs. The higher amount in fiscal 2000 was due to the higher software
revenue amount and the increase in sales to OEM customers, with lower gross
margin, in order to expand the user base of our Web sites. In addition, we sold
more bundled software products which incorporate other vendors' software or
hardware products to OEM customers during fiscal 1999 and fiscal 2000. The cost
paid to other vendors was included in the cost of software revenues.
E-commerce and Other. Our cost of e-commerce revenues was $498,000,
$325,000 and $32,000 for the years ended June 30, 2001, 2000 and 1999,
respectively. The increases in cost of e-commerce revenue from year to year were
primarily due to the increase in resources associated with e-commerce
activities.
Sales and Marketing
Our sales and marketing expenses were $21.7 million, or 81% of net revenues
for the year ended June 30, 2001, as compared to $17.5 million and $1.4 million,
or 123% and 50% of net revenues for years ended June 30, 2000 and 1999,
respectively. Sales and marketing expenses consist primarily of compensation
expenses, sales commissions, advertising and promotion expenditures and travel
expenses. The absolute dollar increases from year to year were primarily
attributable to an increase in advertising expenses associated with our
brand-building strategy, an increase in compensation expense associated with the
growth in our direct sales force and marketing personnel, and an increase in
sales commissions associated with the increased revenues.
Product Development
Our product development expenses were $9.6 million, or 36% of net revenues
for the years ended June 30, 2001, as compared to $7.4 million and $1.5 million,
or 52% and 54% of net revenues in the year ended June 30, 2000 and 1999,
respectively. Product development expenses consist primarily of payroll and
related expenses incurred for enhancement to and maintenance of our Web sites as
well as engineering costs related to develop our software products. The absolute
dollar increases in product development expenses from year to year were
attributable to increased staffing and associated support for engineers for
developing and enhancing our online network.
General and Administrative
Our general and administrative expenses were $8.9 million, or 33% of net
revenues for the year ended June 30, 2001, as compared to $7.0 million and $2.1
million, or 49% and 74% of net revenues in the years ended June 30, 2000 and
1999, respectively. General and administrative expenses consist primarily of
compensation for personnel, fees for professional services, and provisions for
doubtful accounts. The absolute dollar increases from year to year were mainly
due to the increase in general business activities as a result of business
expansion and building our administrative infrastructure.
Stock-Based Compensation
In connection with the grant of certain stock options, the Company recorded
net deferred stock compensation totaling $35.2 million through June 30, 2001,
which is being amortized over the four-year vesting period of the options. Of
the total deferred stock compensation, approximately $7.5 million, $19.1 million
and $3.4 million was amortized in the years ended June 30, 2001, 2000 and 1999,
respectively.
Amortization of Intangible Assets
As a result of the acquisition of Sinanet.com in March 1999, we recorded
goodwill and other intangible assets of $20.3 million, which are being amortized
over three years. The amortization expense for the years ended June 30, 2001,
2000 and 1999 was $6.8 million, $6.8 million and $1.7 million, respectively.
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Interest Income, Net
Interest income, net was $7.3 million for the year ended June 30, 2001, as
compared to $3.8 million and $442,000 for the years ended June 30, 2000 and
1999, respectively. The increases in interest income from year to year was
primarily due to higher cash and short-term investment balances as a result of
the proceeds from our sale of Series B preference shares in April 1999, Series C
preference shares in October and November 1999, and the initial public offering
in April 2000.
Loss on Equity Investment
In December 1999, we contributed $1.4 million in cash for a 35.4% interest
in a joint venture with Adforce, Inc. and Compuserve Consultants, Ltd.. We
accounted for our investment in the joint venture using the equity method of
accounting. We recorded $501,000 loss from our investment in the joint venture
in the year ended June 30, 2000 and the remaining investment of $894,000 was
fully written off during the year ended June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations principally through private sales of our
preference shares and initial public offering. From inception through June 30,
2001, we have raised net proceeds of $97.5 million through the sale of
preference shares and $68.8 million from the sale of ordinary shares in our
initial public offering. As of June 30, 2001, we had $109.8 million in cash and
cash equivalents and short-term investments.
For the year ended June 30, 2001, net cash used in operating activities was
$14.2 million and was primarily attributable to our net loss of $36.4 million,
largely offset by the non-cash stock-based compensation expense of $7.5 million,
amortization expense of $6.8 million related to goodwill and other intangible
assets resulting from the acquisition of Sinanet.com, depreciation expense of
$3.6 million, and an increase in accrued liabilities of $3.5 million. For the
year ended June 30, 2000, net cash used in operating activities was $20.1
million and was primarily attributable to our net loss of $51.1 million, largely
offset by the non-cash stock-based compensation expense of $19.1 million,
amortization expense of $6.8 million related to goodwill and other intangible
assets, and an increase in accrued liabilities of $6.6 million. For the year
ended June 30, 1999, net cash used in operating activities was $3.7 million and
was primarily attributable to our net loss of $9.4 million, offset by non-cash
stock-based compensation of $3.4 million and amortization expense of $1.7
million related to goodwill and other intangible assets.
Net cash used in investing activities was $34.5 million for the year ended
June 30, 2001, primarily due to the purchase of short-term investments of $26.8
million and the purchase of capital equipment of $7.7 million. Net cash used in
investing activities was $34.9 million for the year ended June 30, 2000,
primarily due to the purchase of short-term investments of $26.4 million, the
purchase of capital equipment of $7.0 million and the investment in a joint
venture of $1.4 million. Net cash used in investing activities was $5.0 million
for the year ended June 30, 1999 primarily due to the purchase of short-term
investments of $4.0 million and purchase of capital equipment of $1.3 million.
These expenditures were partially offset by $289,000 of cash received from the
Sinanet.com acquisition.
Net cash provided by financing activities was $2.1 million for the year
ended June 30, 2001, primarily attributable to proceeds of $1.5 million from
sale of Ordinary Shares under stock plans and proceeds of $0.6 million from
repayment of notes receivable from shareholders. Net cash provided by financing
activities was $133.5 million for the year ended June 30, 2000, primarily
attributable to net proceeds of $68.8 million received from the initial public
offering in April 2000 and of $63.9 million received from the Series C
preference share issuance in October and November 1999. The remaining cash
provided by the financing activities was primarily from the proceeds of
exercising stock options and preference share warrants. Net cash provided by
financing activities was $24.2 million for the year ended June 30, 1999, which
consisted primarily of net proceeds from sales of our preference shares.
We currently have no material commitments other than those operating leases
for our facilities. We believe that our existing cash, cash equivalents and
short-term investments will be sufficient to fund our
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operating activities, capital expenditures and other obligations for at least
the next twelve months. However, we may sell additional equities or obtain
credit facilities to enhance our liquidity position. The sale of additional
equity will 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 assure you
that financing will be available in amounts or on terms acceptable to us, if at
all.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, as amended, establishes
methods of accounting for derivative financial instruments and hedging
activities related to those instruments as well as other hedging activities. The
adoption of this pronouncement did not have a material impact on the Company's
financial statements.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets."
These standards change the accounting for business combinations by, among other
things, prohibiting the prospective use of pooling-of-interests accounting and
requiring companies to stop amortizing goodwill and indefinite lived intangible
assets created by business combinations accounted for using the purchase method
of accounting. Instead, goodwill and indefinite lived intangible assets will be
subject to an annual review for impairment and will be written down and charged
to results of operations only in the periods in which the recorded value of
goodwill and indefinite lived intangible assets exceed their fair values.
SFAS No. 141 applies to business combinations initiated after June 30,
2001. The adoption of SFAS No. 141 will not change the Company's method of
accounting used in previous business combinations. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001 and the Company will adopt SFAS
No. 142 effective July 1, 2002. The adoption of SFAS No. 142 will not have
impact on the amortization of the Company's existing goodwill and indefinite
lived intangible assets due to the fact that the existing goodwill and
indefinite lived intangible assets will be fully amortized prior to the year of
adoption.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
INTEREST RATE RISK
The Company's investment policy requires the Company to invest its excess
cash in government or quasi-government securities and in high-quality corporate
securities and limits the amount of credit exposure to any one issuer. The
Company protects and preserves its invested funds by limiting default, market
and reinvestment risk. Due to the fact that majority of our investments are in
short-term instruments, we have concluded that there is no material market risk
exposure in this area.
FOREIGN CURRENCY EXCHANGE RATE RISK
The majority of the Company's revenues derived and expenses and liabilities
incurred were in Chinese renminbi, Taiwan dollars and Hong Kong dollars. For
fiscal 2001, 2000 and 1999, approximately 78%, 64% and 71% of our costs incurred
and 74%, 69%, and 94% of our revenues derived were in these currencies. Thus,
our revenues and operating results may be impacted by exchange rate fluctuations
in the currencies of China, Taiwan and Hong Kong. See "Risk Factors -- 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
revenue in U.S. dollar terms." We have not tried to reduce our exposure to
exchange rate fluctuations by using hedging transactions. However, we may choose
to do so in the future. We may not be able to do this successfully. Accordingly,
we may experience economic losses and negative impacts on earnings and equity as
a result of foreign exchange rate fluctuations.
We performed a sensitivity analysis assuming a hypothetical 10% adverse
movement in foreign exchange rates to the foreign subsidiaries and the
underlying exposures described above. As of June 30, 2001 and 2000, the analysis
indicated that these hypothetical market movements would not have a material
effect on our consolidated financial position, results of operations or cash
flows.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
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CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Accountants........................... 28
Consolidated Balance Sheet at June 30, 2001 and 2000........ 29
Consolidated Statement of Operations for each of the three
years in the period ended June 30, 2001................... 30
Consolidated Statement of Shareholders' Equity for each of
the three years in the period ended June 30, 2001......... 31
Consolidated Statement of Cash Flows for each of the three
years in the period ended June 30, 2001................... 32
Notes to Consolidated Financial Statements.................. 33
SUPPLEMENTARY FINANCIAL DATA:
Quarterly Financial Data (unaudited) for the two years ended
June 30, 2001............................................. 50
27
29
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of SINA.com
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of shareholders' equity and of
cash flows expressed in U.S. dollars present fairly, in all material respects,
the financial position of SINA.com and its subsidiaries at June 30, 2001 and
2000, and the results of their operations and their cash flows for each of the
three years in the period ended June 30, 2001, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
August 14, 2001, except for the first paragraph of Note 4 and for Note 12,
as to which the date is September 12, 2001
28
30
SINA.COM
CONSOLIDATED BALANCE SHEET
JUNE 30,
-------------------------
2001 2000
----------- -----------
(IN U.S. DOLLARS)
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
ASSETS
Current assets:
Cash and cash equivalents................................. $ 52,505 $ 99,149
Short-term investments.................................... 57,284 30,484
Accounts receivable, net.................................. 4,262 3,921
Inventories............................................... 12 156
Prepaid expenses and other current assets................. 1,338 1,378
-------- --------
Total current assets................................. 115,401 135,088
Property and equipment, net................................. 11,911 7,737
Intangible assets, net...................................... 5,063 11,828
Investment in joint venture................................. -- 894
Receivables from related parties............................ 556 268
Other assets................................................ 191 223
-------- --------
Total assets...................................... $133,122 $156,038
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 1,613 $ 1,203
Accrued liabilities....................................... 11,542 8,018
-------- --------
Total current liabilities............................ 13,155 9,221
-------- --------
Commitments and contingencies (Note 11)
Shareholders' equity:
Preference Shares: $1.00 par value; 3,750 shares
authorized; no shares issued or outstanding............ -- --
Ordinary Shares: $0.133 par value; 75,000 shares
authorized; 41,358 and 40,764 shares issued and
outstanding............................................ 5,504 5,425
Additional paid-in capital................................ 220,671 221,399
Notes receivable from shareholders........................ (1,479) (2,067)
Deferred stock compensation............................... (5,423) (15,057)
Accumulated deficit....................................... (99,301) (62,950)
Accumulated other comprehensive income (loss):
Cumulative translation adjustments..................... (5) 67
-------- --------
Total shareholders' equity........................... 119,967 146,817
-------- --------
Total liabilities and shareholders' equity........ $133,122 $156,038
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
29
31
SINA.COM
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30,
--------------------------------
2001 2000 1999
--------- --------- --------
(IN U.S. DOLLARS)
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Net revenues:
Advertising............................................... $ 23,393 $ 11,013 $ 561
Software products......................................... 2,276 2,943 2,248
E-commerce and other...................................... 1,014 214 18
-------- -------- -------
26,683 14,170 2,827
-------- -------- -------
Cost of revenues:
Advertising............................................... 13,771 8,950 1,156
Software products......................................... 671 1,640 1,285
E-commerce and other...................................... 498 325 32
Stock-based compensation.................................. 414 605 32
-------- -------- -------
15,354 11,520 2,505
-------- -------- -------
Gross profit................................................ 11,329 2,650 322
-------- -------- -------
Operating expenses:
Sales and marketing....................................... 21,694 17,476 1,405
Product development....................................... 9,648 7,358 1,512
General and administrative................................ 8,918 6,951 2,085
Stock-based compensation*................................. 7,097 18,460 3,360
Amortization of intangible assets......................... 6,765 6,807 1,745
-------- -------- -------
Total operating expenses............................. 54,122 57,052 10,107
-------- -------- -------
Loss from operations........................................ (42,793) (54,402) (9,785)
Interest income, net........................................ 7,336 3,801 442
-------- -------- -------
Loss before loss in equity investment and minority
interest.................................................. (35,457) (50,601) (9,343)
Loss on equity investment................................... (894) (501) --
Minority interest in loss................................... -- 119 47
-------- -------- -------
Net loss.................................................... (36,351) (50,983) (9,296)
Accretion on Mandatorily Redeemable Convertible Preference
Shares.................................................... -- (84) (98)
-------- -------- -------
Net loss attributable to ordinary shareholders.............. $(36,351) $(51,067) $(9,394)
======== ======== =======
Basic and diluted net loss per share attributable to
ordinary shareholders..................................... $ (0.91) $ (3.44) $ (1.72)
======== ======== =======
Shares used in computing basic and diluted net loss per
share..................................................... 40,110 14,836 5,466
======== ======== =======
---------------
* Stock-based compensation was allocated among the
associated expense categories as follows:
Sales and marketing.................................. $ 2,295 $ 5,973 $ 42
Product development.................................. 219 567 505
General and administrative........................... 4,583 11,920 2,813
-------- -------- -------
$ 7,097 $ 18,460 $ 3,360
======== ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
30
32
SINA.COM
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NOTES
ORDINARY SHARES ADDITIONAL RECEIVABLES
--------------- PAID-IN FROM DEFERRED STOCK ACCUMULATED
SHARES AMOUNT CAPITAL SHAREHOLDERS COMPENSATION DEFICIT
------ ------ ---------- ------------ -------------- -----------
(IN U.S. DOLLARS, IN THOUSANDS)
Balances at June 30, 1998.... 4,962 $ 661 $ 1,798 $ -- $ -- $ (2,489)
Issuance of Ordinary Shares
pursuant to stock plans.... 13 2 1 -- -- --
Sinanet acquisition.......... 2,127 284 13,366 -- -- --
Deferred stock
compensation............... -- -- 22,845 -- (22,845) --
Amortization of deferred
stock-based compensation... -- -- -- -- 3,392 --
Accretion on Mandatorily
Redeemable Convertible
Preference Shares.......... -- -- -- -- -- (98)
Housing provided by the Stone
Group...................... -- -- 45 -- -- --
Comprehensive loss:
Net loss................... -- -- -- -- -- (9,296)
Currency translation
adjustments.............. -- -- -- -- -- --
------ ------ -------- -------- -------- --------
Comprehensive loss.........
Balances at June 30, 1999.... 7,102 947 38,055 -- (19,453) (11,883)
Issuance of Ordinary Shares
pursuant to stock plans.... 597 79 162 -- -- --
Sale of Ordinary Shares for
notes receivables from
shareholders, net of
repurchases................ 2,957 394 2,235 (2,629) -- --
Repayments of notes
receivable from
shareholders............... -- -- -- 562 -- --
Issuance of Ordinary Shares
in initial public
offering................... 4,600 612 72,114 -- -- --
Costs of initial public
offering................... -- -- (3,907) -- -- --
Conversion of Preference
Shares and Warrants to
Ordinary Shares............ 25,508 3,393 98,026 -- -- --
Deferred stock
compensation............... -- -- 14,669 -- (14,669) --
Amortization of deferred
stock-based compensation... -- -- -- -- 19,065 --
Accretion on Mandatorily
Redeemable Convertible
Preference Shares.......... -- -- -- -- -- (84)
Housing provided by the Stone
Group...................... -- -- 45 -- -- --
Comprehensive loss:
Net loss................... -- -- -- -- -- (50,983)
Currency translation
adjustments.............. -- -- -- -- -- --
------ ------ -------- -------- -------- --------
Comprehensive loss...........
Balances at June 30, 2000.... 40,764 5,425 221,399 (2,067) (15,057) (62,950)
Issuance of Ordinary Shares
pursuant to stock plans,
net of repurchases......... 594 79 1,459 -- -- --
Repayments of notes
receivable from
shareholders............... -- -- -- 588 -- --
Costs of initial public
offering................... -- -- (64) -- -- --
Deferred stock
compensation............... -- -- (2,123) -- 2,123 --
Amortization of deferred
stock-based compensation... -- -- -- -- 7,511 --
Comprehensive loss:
Net loss................... -- -- -- -- -- (36,351)
Currency translation
adjustments.............. -- -- -- -- -- --
------ ------ -------- -------- -------- --------
Comprehensive loss...........
Balances at June 30, 2001.... 41,358 $5,504 $220,671 $ (1,479) $ (5,423) $(99,301)
====== ====== ======== ======== ======== ========
CUMULATIVE TOTAL
TRANSLATION SHAREHOLDERS' COMPREHENSIVE
ADJUSTMENT EQUITY LOSS
----------- ------------- -------------
(IN U.S. DOLLARS, IN THOUSANDS)
Balances at June 30, 1998.... $ 25 $ (5)
Issuance of Ordinary Shares
pursuant to stock plans.... -- 3
Sinanet acquisition.......... -- 13,650
Deferred stock
compensation............... -- --
Amortization of deferred
stock-based compensation... -- 3,392
Accretion on Mandatorily
Redeemable Convertible
Preference Shares.......... -- (98)
Housing provided by the Stone
Group...................... -- 45
Comprehensive loss:
Net loss................... -- (9,296) $ (9,296)
Currency translation
adjustments.............. 12 12 12
---- -------- --------
Comprehensive loss......... $ (9,284)
========
Balances at June 30, 1999.... 37 7,703
Issuance of Ordinary Shares
pursuant to stock plans.... -- 241
Sale of Ordinary Shares for
notes receivables from
shareholders, net of
repurchases................ -- --
Repayments of notes
receivable from
shareholders............... -- 562
Issuance of Ordinary Shares
in initial public
offering................... -- 72,726
Costs of initial public
offering................... -- (3,907)
Conversion of Preference
Shares and Warrants to
Ordinary Shares............ -- 101,419
Deferred stock
compensation............... -- --
Amortization of deferred
stock-based compensation... -- 19,065
Accretion on Mandatorily
Redeemable Convertible
Preference Shares.......... -- (84)
Housing provided by the Stone
Group...................... -- 45
Comprehensive loss:
Net loss................... -- (50,983) $(50,983)
Currency translation
adjustments.............. 30 30 30
---- -------- --------
Comprehensive loss........... $(50,953)
========
Balances at June 30, 2000.... 67 146,817
Issuance of Ordinary Shares
pursuant to stock plans,
net of repurchases......... -- 1,538
Repayments of notes
receivable from
shareholders............... -- 588
Costs of initial public
offering................... -- (64)
Deferred stock
compensation............... -- --
Amortization of deferred
stock-based compensation... -- 7,511
Comprehensive loss:
Net loss................... -- (36,351) $(36,351)
Currency translation
adjustments.............. (72) (72) (72)
---- -------- --------
Comprehensive loss........... $(36,423)
========
Balances at June 30, 2001.... $ (5) $119,967
==== ========
The accompanying notes are an integral part of these consolidated financial
statements.
31
33
SINA.COM
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30,
--------------------------------
2001 2000 1999
--------- --------- --------
(IN U.S. DOLLARS, IN THOUSANDS)
Cash flows from operating activities:
Net loss.................................................. $(36,351) $(50,983) $(9,296)
Adjustments to reconcile net loss to net cash used in
operating activities:
Minority interests in losses of consolidated
subsidiary........................................... -- (119) (47)
Loss on equity investment.............................. 894 501 --
Depreciation and amortization.......................... 3,566 1,476 312
Stock-based compensation............................... 7,511 19,065 3,392
Amortization of intangible assets...................... 6,765 6,807 1,745
Changes in assets and liabilities, net of effect of
Sinanet acquisition:
Accounts receivable, net............................. (341) (2,680) (501)
Inventories.......................................... 144 15 (136)
Prepaid expenses and other current assets............ 40 (996) (91)
Receivable from related parties...................... (288) (268) --
Other assets......................................... 32 128 (9)
Accounts payable..................................... 410 375 145
Accrued liabilities.................................. 3,452 6,576 812
-------- -------- -------
Net cash used in operating activities............. (14,166) (20,103) (3,674)
-------- -------- -------
Cash flows from investing activities:
Cash acquired upon merger with Sinanet.................... -- -- 289
Acquisition of property and equipment..................... (7,740) (7,019) (1,285)
Investment in joint venture............................... -- (1,395) --
Purchase of short-term investments........................ (26,800) (26,447) (4,037)
-------- -------- -------
Net cash used in investing activities............. (34,540) (34,861) (5,033)
-------- -------- -------
Cash flows from financing activities:
Proceeds from issuance of Preference Shares, net.......... -- 63,920 24,185
Proceeds from issuance of Ordinary Shares, net............ 1,474 69,060 3
Proceeds from notes receivable from shareholders.......... 588 562 --
-------- -------- -------
Net cash provided by financing activities......... 2,062 133,542 24,188
-------- -------- -------
Net increase (decrease) in cash and cash equivalents........ (46,644) 78,578 15,481
Cash and cash equivalents at beginning of year.............. 99,149 20,571 5,090
-------- -------- -------
Cash and cash equivalents at end of year.................... $ 52,505 $ 99,149 $20,571
======== ======== =======
Supplemental disclosure of noncash investing and financing
activities:
Shares, warrants and options issued for Sinanet
Acquisition............................................ $ -- $ -- $17,269
======== ======== =======
Ordinary Shares issued for notes receivable............... $ -- $ 2,629 $ --
======== ======== =======
Conversion of notes payable to Preference Shares.......... $ -- $ -- $ 3,509
======== ======== =======
Accretion on Mandatorily Redeemable Convertible Preference
Shares................................................. $ -- $ 84 $ 98
======== ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
32
34
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN U.S. DOLLARS)
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
SINA.com ("SINA" or the "Company") is a leading Chinese media and Internet
services company for Chinese communities worldwide, offering a full array of
Chinese-language media, communications, business, enterprise and commerce
services. With separate Web sites in China, Hong Kong, Taiwan and North America,
SINA.com provides global content and services that speak directly to the
audience of each region, enriching the online experience of its users.
SHARE SPLIT
On November 1, 1999, the Company effected a one and one-half for one share
split of the Company's Preference and Ordinary Shares. All share and per share
amounts presented have been adjusted to reflect the share split.
PUBLIC OFFERING
In April 2000, the Company sold 4,600,000 Ordinary Shares in an
underwritten initial public offering, inclusive of 600,000 Ordinary Shares
through the exercise of the underwriter's over-allotment option for net proceeds
of approximately $72.7 million, before offering expenses. Simultaneously with
the closing of the public offering, all 25,496,000 outstanding Mandatorily
Redeemable Convertible Preference Shares were converted to ordinary shares on a
one for one basis. Additionally, all outstanding warrants to purchase an
aggregate of 12,000 Ordinary Shares were exercised upon closing of the initial
public offering.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated. The equity and net income or loss
attributable to the minority shareholder interests which related to the
Company's subsidiaries, are shown separately in the consolidated balance sheets
and consolidated statements of operations, respectively. 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.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less when purchased to be cash equivalents. At
June 30, 2001 and 2000, cash equivalents were composed primarily of investments
in commercial paper and money market accounts stated at cost, which approximated
fair value.
SHORT-TERM INVESTMENTS
Short-term investments were held as securities available for sale in
accordance with Statement of Financial Accounting Standard ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity
33
35
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Securities" and are reported at amortized cost as of the balance sheet date
which approximates fair market value. As of June 30, 2001 and 2000, the amount
of gross unrealized gains and losses were not significant.
INVENTORIES
Inventories are stated at the lower of cost (weighted average method) or
market (net realizable value).
PROPERTY AND EQUIPMENT
Property and equipment, including leasehold improvements, 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 three to five years. Leasehold improvements are amortized over
the shorter of the estimated useful lives of the assets or the remaining lease
term.
INTANGIBLE ASSETS, NET
Intangible assets, which include developed technology, trade name, work
force, content technology and goodwill arising from the acquisitions of Sinanet
and additional interests in BSRS, are being amortized using the straight-line
method over a period of three years from the acquisition date.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the recoverability of long-lived assets in accordance
with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." SFAS No. 121 requires recognition of
impairment of long-lived assets in the event the net book value of such assets
exceeds the future undiscounted cash flows attributable to such assets. Based on
its most recent analysis, the Company believes that there was no impairment of
its property and equipment and intangible assets for all periods presented.
REVENUE RECOGNITION
The Company derives its revenues from advertising contracts, proprietary
software products and licenses, and on-line commerce.
Advertising revenues are derived principally from advertising and
sponsorship arrangements. In its advertising contracts the Company typically
guarantees a minimum number of impressions or pages to be delivered to users
over a specified period of time for a fixed fee. Advertising revenues are
recognized on the basis of the number of impressions delivered or ratably over
the period in which the advertising is displayed, whichever amount is lower. To
the extent that minimum guaranteed impressions deliveries are not met, the
Company defers recognition of the corresponding revenues until the guaranteed
impressions deliveries are achieved. Sponsorship arrangements typically allow
advertisers to sponsor a particular area on our network in exchange for a fixed
payment over the contract period. Advertising revenues are recognized ratably
over the period of sponsorship. Advertising revenues derived from the design,
coordination and integration of advertising campaigns and sponsorship to be
placed on our web sites are recognized ratably over the term of such programs.
Revenue from barter transactions is recognized during the period in which
the advertisements are displayed in the Company's properties. Barter
transactions are recorded at the lower of the fair value of the goods or
services received or the fair value of the advertisement given, provided the
fair value of the transaction is reliably measurable. Barter revenues
represented 1.3% of the advertising revenues for the year ended June 30, 2000
and less than 1% of the advertising revenues for the years ended June 30, 2001
and 1999.
34
36
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Revenue from the sale of software products is recognized primarily on the
delivery of software products to end users, resellers, distributors, retail
merchants and original equipment manufacturers. The Company delivers its
software products in packaged form or under software licenses. Revenues from
sales of software products in the packaged form are recognized upon shipment.
Software license agreements are non-refundable and allow the OEM partners to
reproduce the Company's software products for a specified period of time for a
fixed fee or a specified number of copies for a predetermined unit price.
Revenues from software license agreements are recognized upon delivery of a
master copy when the fixed-fee agreements become effective or based upon
activity reports provided by the OEM partners under the per-copy arrangements.
Provision is made for expected sales returns and allowances when revenue is
recognized. Payments received in advance of revenue recognition are recorded as
deferred revenue. The Company recognizes revenues in accordance with Statement
of Position ("SOP") 97-2, "Software Revenue Recognition," as amended by SOP 98-4
and SOP 98-9. SOP 97-2, as amended, generally requires revenue earned on
software arrangements involving multiple elements to be allocated to each
element based on the relative fair value of the elements. The Company's software
product agreements do not involve multiple elements. The adoption of SOP 97-2,
as amended, did not have a significant impact on the Company's accounting for
revenues.
E-commerce revenues are derived principally from slotting fees charged to
merchants for selective positioning and promoting their goods or services within
the Company's online mall, SinaMall, and from commissions calculated as a
percentage of the online sales transaction value of the merchants. Slotting fee
revenue is recognized ratably over the period the products are shown on the
Company's Web site while the commission revenue is recognized on a net basis
after both successful on-line verification of customers' credit cards and
shipment of products. Product returns have not been significant and are assumed
by vendors.
PRODUCT DEVELOPMENT COSTS
Product development costs include expenses incurred by the Company to
maintain, monitor and manage the Company's website. The Company recognizes
website development costs in accordance with SOP 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use." As such, the
Company expenses all costs incurred that relate to the planning and post
implementation phases of development and costs associated with repair or
maintenance of the existing site or the development of website content. Costs
incurred in the development phase are capitalized and amortized on a
straight-line basis over the estimated product life or on the ratio of current
revenues to total projected product revenue, whichever is greater. Since
inception, the amount of costs qualifying for capitalization has been immaterial
and as a result, all product development costs have been expensed as incurred.
ADVERTISING EXPENSES
The Company recognizes advertising expenses in accordance with SOP 93-7
"Reporting on Advertising Costs." As such, the Company expenses the costs of
producing advertisements at the time production occurs, and expenses the cost of
communicating advertising in the period in which the advertising space or
airtime is used. Advertising expenses totaled $12.1 million, $8.8 million and
$335,000 during the years ended June 30, 2001, 2000 and 1999, respectively.
STOCK-BASED COMPENSATION
The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," as amended by FASB
Interpretation No. ("FIN") 44 "Accounting for Certain Transactions Including
Stock Compensation -- an Interpretation of APB 25," and complies with the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." Under APB No. 25, compensation cost is, in
35
37
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
general, recognized based on the difference, if any, on the date of grant
between the fair value of the Company's stock and the amount an employee must
pay to acquire the stock. Deferred compensation is amortized over the vesting
period on an accelerated basis using the model presented in paragraph 24 of FIN
28. Accordingly, the percentages of the deferred compensation amortized in the
first, second, third and fourth years following the option grant date are
approximately 52%, 27%, 15% and 6%, respectively.
The Company accounts for stock issued to non-employees in accordance with
the provisions of SFAS No. 123 and the EITF consensus in Issue No. 96-18 and FIN
44.
INCOME TAXES
Income taxes are accounted for using an asset and liability approach which
requires the recognition of income taxes payable or refundable for the current
year and deferred tax liabilities and assets for the future tax consequences of
events that have been recognized in the Company's consolidated financial
statements or tax returns. The measurement of current and deferred tax
liabilities and assets is based on provisions of the enacted tax law; the
effects of future changes in tax laws or rates are not anticipated. The
measurement of deferred tax assets is reduced, if necessary, by the amount of
any tax benefits that, based on available evidence, are not expected to be
realized.
FOREIGN CURRENCY
The Company's operations in China, Hong Kong and Taiwan use the local
currencies as their functional currencies. Accordingly, all assets and
liabilities of the entities in China, Hong Kong and Taiwan are translated at the
exchange rates in effect at the balance sheet date and revenues and expenses are
translated at the average exchange rates in effect during the reporting period.
Gains and losses resulting from foreign currency translation are recorded in
accumulated other comprehensive income (loss) as a component of shareholders'
equity.
Net gains and losses resulting from foreign exchange transactions are
included in the consolidated statement of operations and were not significant
during the periods presented.
CERTAIN RISKS AND CONCENTRATIONS
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash and cash equivalents 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., China, Hong Kong and Taiwan which management believes are of high credit
quality. The Company believes that the risk associated with accounts receivable
is mitigated, to some extent, by the fact that the Company's customer base is
geographically dispersed. The Company maintains an allowance for potential
credit losses that it believes to be adequate. One customer represented 11% of
net revenues for the year ended June 30, 2001. No individual customer accounted
for more than 10% of net revenues for the years ended June 30, 2000 and 1999.
One customer accounted for 11% of accounts receivable at June 30, 2001. No
individual customer accounted for more than 10% of accounts receivable at June
30, 2000 and 1999.
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 affect on the Company's business and
operating results.
The Company relies on a number of third-party suppliers for various
services, including web hosting, banner advertising delivery software and
Internet traffic measurement software.
36
38
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of the
Ordinary Shares outstanding during the period. Since the Company has a net loss
for all periods presented, net loss per share on a diluted basis is equivalent
to basic net loss per share because the effect of converting stock options,
warrants and Mandatorily Redeemable Convertible Preference Shares would be
anti-dilutive. Ordinary Shares that are subject to the Company's right to
repurchase are excluded from the basic and diluted net loss per share
calculations.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as the change in equity of a company
during a period from transactions and other events and circumstances excluding
transactions resulting from investments from owners and distributions to owners.
For the Company, comprehensive loss did not differ materially from net loss for
the periods presented.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as
amended, establishes methods of accounting for derivative financial instruments
and hedging activities related to those instruments as well as other hedging
activities. The adoption of this pronouncement did not have a material impact on
the Company's financial statements.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets."
These standards change the accounting for business combinations by, among other
things, prohibiting the prospective use of pooling-of-interests accounting and
requiring companies to stop amortizing goodwill and indefinite lived intangible
assets created by business combinations accounted for using the purchase method
of accounting. Instead, goodwill and indefinite lived intangible assets will be
subject to an annual review for impairment and will be written down and charged
to results of operations only in the periods in which the recorded value of
goodwill and indefinite lived intangible assets exceed their fair values.
SFAS No. 141 applies to business combinations initiated after June 30,
2001. The adoption of SFAS No. 141 will not change the Company's method of
accounting used in previous business combinations. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001 and the Company will adopt SFAS
No. 142 effective July 1, 2002. The adoption of SFAS No. 142 will not have
impact on the amortization of the Company's existing goodwill and indefinite
lived intangible assets due to the fact that the existing goodwill and
indefinite lived intangible assets will be fully amortized prior to the year of
adoption.
2. ACQUISITION OF SINANET
On March 29, 1999, the Company acquired Sinanet.com ("Sinanet"), a company
incorporated in California. Under the terms of the acquisition, the Company
issued approximately 3,859,000 and 2,127,000 shares of Mandatorily Redeemable
Convertible Preference Shares and Ordinary Shares, respectively, for all of the
outstanding stock of Sinanet. In addition, the Company issued warrants and
options to purchase 48,000 and 923,000 shares of the Company's Preference and
Ordinary Shares, respectively, in exchange for all of the outstanding warrants
and options of Sinanet. The stock, warrants and options had an aggregate fair
market value of approximately $17.3 million. Including acquisition costs of $0.1
and assumed liabilities of $4.3 million, the total purchase price was $21.7
million. Included in the liabilities were convertible notes totaling
37
39
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
$3.5 million, which were converted into the Company's preference shares in April
1999. The transaction was accounted for as a purchase.
The allocation of the purchase price is as follows: (in thousands)
Net current assets.......................................... $ 664
Property and equipment and other assets..................... 798
Developed technology........................................ 1,638
Trade name.................................................. 931
Work force.................................................. 762
Content relationship........................................ 1,197
Goodwill.................................................... 15,724
-------
$21,714
=======
The purchase price was allocated to the identifiable assets acquired based
upon fair market value on the acquisition date. Content relationship represents
the business relationship and contacts Sinanet established with the providers of
Chinese print/visual contents prior to the merger. The estimated fair market
values of the developed technology, the trade name, workforce and the content
relationship are being amortized over a period of three years. The excess amount
of the purchase price over the fair market value of the net identifiable assets
acquired is accounted for as goodwill and is being amortized over its estimated
useful life of three years.
Identifiable intangible assets and goodwill are amortized over three years
because the Company cannot expect to receive benefits over a longer period.
Factors that limit the expected useful lives of the intangible assets include
the history of operating losses of both Sina.com and Sinanet, contingencies
regarding the legal basis of the Company's ability to operate an Internet
business and to advertise in China, intense competition from current competitors
and expected competition from new entrants due to low barriers of entry, the
fact that the Company's ability to generate significant advertising revenues or
revenues from electronic commerce is unproven and the rapidly changing nature of
the Internet market.
The following unaudited pro forma consolidated financial information
reflects the results of operations for the year ended June 30, 1999, as if the
acquisition had occurred on July 1, 1998, and after giving effect to purchase
accounting adjustments. These pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of what operating
results would have been had the acquisition actually taken place on July 1,
1998, and may not be indicative of future operating results.
YEAR ENDED JUNE 30,
1999
---------------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Net revenues................................................ $ 3,661
Loss from operations........................................ (18,141)
Net loss attributable to ordinary shareholders.............. (17,826)
Basic and diluted net loss per share........................ $ (2.51)
Shares used in computing basic and diluted per share
amounts................................................... 7,091
38
40
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
3. BALANCE SHEET COMPONENTS
JUNE 30,
------------------
2001 2000
-------- -------
(IN THOUSANDS)
CASH AND CASH EQUIVALENTS:
Cash...................................................... $ 14,334 $10,556
Commercial paper.......................................... 38,171 88,593
-------- -------
$ 52,505 $99,149
======== =======
SHORT-TERM INVESTMENTS*:
Time deposits............................................. $ 30 $ 3,030
Corporate notes and bonds................................. 57,254 27,454
-------- -------
$ 57,284 $30,484
======== =======
ACCOUNTS RECEIVABLE, NET:
Accounts receivable....................................... $ 5,843 $ 4,677
Less: Allowance for doubtful accounts..................... (1,581) (756)
-------- -------
$ 4,262 $ 3,921
======== =======
PROPERTY AND EQUIPMENT, NET:
Computer equipment and software........................... $ 15,885 $ 8,403
Furniture and fixtures.................................... 735 478
Leasehold improvements.................................... 913 912
-------- -------
17,533 9,793
Less: Accumulated depreciation and amortization........... (5,622) (2,056)
-------- -------
$ 11,911 $ 7,737
======== =======
INTANGIBLE ASSETS:
Purchased technology...................................... $ 1,638 $ 1,638
Trade name................................................ 931 931
Work force................................................ 762 762
Content relationship...................................... 1,197 1,197
Goodwill.................................................. 15,895 15,895
-------- -------
20,423 20,423
Less: Accumulated amortization............................ (15,360) (8,595)
-------- -------
$ 5,063 $11,828
======== =======
ACCRUED LIABILITIES:
Payroll and related expenses.............................. $ 3,489 $ 3,458
Deferred revenue.......................................... 2,200 1,536
Sales taxes payable....................................... 245 178
Marketing expenses........................................ 2,261 --
Other..................................................... 3,347 2,846
-------- -------
$ 11,542 $ 8,018
======== =======
* As of June 30, 2001 and 2000, all short-term investments being held
were with maturities of less than twelve months.
39
41
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
4. RELATED PARTY TRANSACTIONS
Transactions with ICP Company and Ad Company. To comply with Chinese
regulations, in April 2000, BSRS, the Company's subsidiary in China, entered
into agreements with two Chinese entities: Beijing SINA Interactive Advertising
Co., Ltd. (the "Ad Company") and Beijing SINA Internet Information Services Co.,
Ltd. (the "ICP Company".) Both entities are limited liability companies
incorporated in China. The ICP Company is also able to transact business with
third parties not affiliated with BSRS. In the opinion of SINA's Chinese
counsel, the ownership of BSRS and its businesses comply with existing Chinese
laws and regulations. All individual shareholders of the Ad Company and the ICP
Company are required under their agreements with BSRS to transfer their interest
in the Ad Company or ICP Company to BSRS or to any person specified by BSRS at
any time upon BSRS' request, provided that such transfer will not be in
violation of Chinese laws and regulations. Ad Company is a Chinese advertising
company that is 75% owned by Yan Wang, SINA's new president, and 25% owned by
BSRS. ICP Company is a Chinese Internet content provider that was 70% owned by
Zhidong Wang, SINA's former president and chief executive officer and 30% owned
by Yan Wang. In September 2001, Zhidong Wang completed the transfer of his
shares in the ICP Company to five BSRS employees designated by the Company.
Daniel Mao, SINA's new chief executive officer now owns 30% of the ICP Company
and each of the other four employees owns 10% of the ICP Company.
Pursuant to these agreements, the ICP Company is responsible for operating
www.sina.com.cn in connection with its Internet content company license and
sells advertising space on the China Web site to the Ad Company. The Ad Company,
in turn, places advertisements in this space for third parties under its
advertising license. In addition, BSRS has licensed intellectual property and
transferred equipment to the ICP Company and acts as the ICP Company's provider
of technical services, all in exchange for fees or other payments. BSRS is also
a consultant and service provider to the Ad Company for its domestic Chinese
customers. Substantially all of the income received from sales by the Ad Company
and ICP Company from third parties will be paid to BSRS.
BSRS does not hold an equity interest in the ICP Company and does not have
a legal agreement to control the ICP Company. Therefore, the financial
statements of the ICP Company are not consolidated with those of SINA.com. The
ICP Company is a related party because the shareholders of the ICP Company are
officers at SINA.com. BSRS is dependent upon the ICP Company in order to fill
advertising contracts in China. BSRS expects that it will need to provide
financial support to the ICP Company. Until the ICP Company demonstrates that it
can support its own operations through its charges to the Ad Company and its
revenues from unrelated customers, BSRS will accrue for the costs and expenses
of the ICP Company in excess of its revenues as the costs are incurred by the
ICP Company. For the years ended June 30, 2001 and 2000, BSRS accrued $1.6
million and $381,000, respectively, for the ICP Company's loss. Under the
agreements with the ICP Company, BSRS receives payments from the ICP Company for
technical support and for the license. Such payments are accounted for as cost
reimbursements unless there are corresponding revenues received by the ICP
Company from unrelated parties. The effect of the accounting is that revenues
that BSRS records related to transactions with the ICP Company will not exceed
the revenues that the ICP Company earns from unrelated parties. During the years
ended June 30, 2001 and 2000, BSRS recorded $924,000 and $95,000, respectively,
of revenue from technical support service provided to the ICP Company, which
amount equals to the revenue the ICP Company received from unrelated parties
during the same period. In accordance to the agreements with the Ad Company and
the ICP Company, the Ad Company purchases advertising space from the ICP
Company. During the years ended June 30, 2001 and 2000, the Ad Company paid the
ICP Company $132,000 and $434,000, respectively, for advertising space. As a
result of the transactions during the years ended June 30, 2001 and 2000, BSRS
recorded a receivable from the ICP Company of $436,000 and $148,000 at June 30,
2001 and 2000, respectively. This amount plus loans by BSRS to certain employees
for the purpose of setting up the ICP Company totaled to $556,000 and $268,000,
which was reported as receivable from related parties as of June 30, 2001 and
2000, respectively.
40
42
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Through a ten-year proxy, BSRS has complete voting control over the Ad
Company despite owning only 25% of the equity. The 75% owner does not have
participating rights as defined in EITF 96-16 with respect to the management of
the Ad Company. Therefore, the financial position and results of operations of
the Ad Company are consolidated with the financial statements of SINA.com and
intercompany transactions and balances are eliminated in the consolidation.
Transactions with the Stone Group. The Company entered into certain
transactions with Stone Electronic Technology Limited ("SETL"), Beijing Stone
Electronic Technology Co., Ltd. and Beijing Stone Finance Company which were
under the control of Stone Group Corporation ("the Stone Group"). The Stone
Group held equity interests of 11.7%, 9.4% and 12.9% in the Company at June 30,
2001, 2000 and 1999, respectively.
The following table summarizes the activities between the Company and the
Stone Group:
YEAR ENDED
JUNE 30,
--------------
2000 1999
------ -----
(IN THOUSANDS)
Receivable (payable) at beginning of period................. $ 340 $343
Sales to the Stone Group.................................... 20 86
Expenses paid for the Stone Group........................... -- --
Deposits (payment received) in the Stone Group.............. (121) --
Provision provided for deposits in the Stone Group.......... (121) --
Repayment to (from) the Stone Group, net.................... (118) (89)
----- ----
Receivable (payable) at end of period....................... $ -- $340
===== ====
There were no activities between the Company and the Stone Group during the
year ended June 30, 2001.
Sales transactions with a shareholder. In February 2000, the Company
entered into a definitive agreement and a license agreement with a shareholder
who held approximately 2.2% and 6.2% of the total number of Ordinary shares
outstanding as of June 30, 2001 and 2000, respectively. In accordance to the
definitive agreement, the Company will build a storefront on SinaMall and
provide advertising and technical support in exchange for certain fees. Under
the license agreement, the Company licensed its RichWin software to this
shareholder. During the years ended June 30, 2001 and 2000, the Company
recognized revenues from this shareholder totaling $3.0 million and $987,000,
respectively, or 11.3% and 7.0%, respectively, of the Company's total net
revenues.
No revenue was recognized from this shareholder for the year ended June 30,
1999. The total accounts receivable from this shareholder as of June 30, 2001
and 2000 was $613,000 and $705,000, respectively.
Joint venture investment. In December 1999, the Company contributed $1.4
million in cash for a 35.4% interest in a joint venture with Adforce, Inc. and
Compuserve Consultants, Ltd. The investment in the joint venture is accounted
for under the equity method. The total expenses incurred from service provided
by the joint venture for the year ended June 30, 2001 and 2000 were $309,000 and
$304,000, respectively. The total payable to the joint venture as of June 30,
2001 and 2000 was $309,000 and $304,000, respectively. The investment was
written off due to the joint venture's cease of operation during the year ended
June 30, 2001.
Shareholder notes. During the year ended June 30, 2000, 2,957,000 options
were exercised by certain officers of the Company for $2.6 million in notes
payable to the Company prior to being vested. Of the notes receivable, $201,000
were canceled upon the termination of two officers during the year ended June
30, 2000. In addition, notes of $587,000 and $361,000 were repaid in the years
ended June 30, 2001 and 2000,
41
43
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
respectively. These ordinary shares are subject to rights of repurchase by the
Company until such shares are vested. The notes are full recourse and have a
five-year term. They bear interest ranging from 5.74% to 6.60%.
5. INCOME TAXES
Income is subject to taxation in the various countries in which the Company
and its subsidiaries operate. The components of losses before income taxes are
as follows:
FOR THE YEAR ENDED JUNE 30,
-----------------------------
2001 2000 1999
-------- -------- -------
(IN THOUSANDS)
Loss subject to U.S. income taxes only................ $(12,956) $(13,566) $(2,049)
Loss subject to foreign income taxes, and in certain
cases, U.S. income taxes............................ (23,395) (37,501) (7,345)
-------- -------- -------
Loss before taxes..................................... $(36,351) $(51,067) $(9,394)
======== ======== =======
The components of the net deferred tax assets as of June 30, 2001 and 2000
are as follows:
JUNE 30,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)
Deferred tax assets:
Net operating loss carryforward........................... $ 15,224 $ 9,527
Other accruals and liabilities............................ 521 549
Research and development credits.......................... 578 226
Depreciation and amortization............................. 224 --
-------- --------
Total deferred tax assets................................. 16,547 10,302
Less: Valuation allowance................................. (16,547) (10,302)
-------- --------
$ -- $ --
======== ========
The Company has established a valuation allowance against its deferred tax
assets due to the uncertainty surrounding the realization of such assets.
Management evaluates the recoverability of the deferred tax assets and the level
of the valuation allowance.
As of June 30, 2001, the subsidiary of the Company in the United States had
approximately $33.7 million of Federal and $14.7 million of State net operating
loss carryforwards available to offset future taxable income. The federal net
operating loss carryforwards will expire, if unused, in fiscal years 2012
through 2021, and the State net operating loss carryforwards will expire, if
unused, in fiscal years 2002 through 2006. The U.S. subsidiary's net operating
loss and research and development tax credit carryforwards are subject to an
annual limitation as a result of an ownership change, as defined by tax laws.
Additionally, as of June 30, 2001, the Company's Hong Kong subsidiary had
approximately $7.9 million net operating loss carryforwards which can be carried
forward indefinitely to offset future taxable income. The China subsidiary also
had net operating loss carryforwards of approximately $16.5 million which can be
carried forward for 5 years.
42
44
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
6. NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net
loss per share for the periods indicated:
YEAR ENDED JUNE 30,
-----------------------------
2001 2000 1999
-------- -------- -------
(IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
Numerator:
Net loss.................................................. $(36,351) $(50,983) $(9,296)
Accretion of mandatorily redeemable convertible preference
redemption value....................................... -- (84) (98)
-------- -------- -------
Net loss attributable to ordinary shareholders............ $(36,351) $(51,067) $(9,394)
======== ======== =======
Denominator:
Shares used in computing basic and diluted net loss per
share.................................................. 40,110 14,836 5,466
======== ======== =======
Basic and diluted net loss per share attributable to
ordinary shareholders..................................... $ (0.91) $ (3.44) $ (1.72)
======== ======== =======
Antidilutive securities including options, warrants,
preference shares and restricted ordinary shares not
included in net loss per share calculation................ 5,357 23,859 13,468
======== ======== =======
7. AMENDMENT TO ARTICLE OF ASSOCIATION
The Company amended its Article of Association upon the completion of its
initial public offering in April 2000. Upon the adoption of the amended Article
of Association, the Company is authorized to issue 75,000,000 Ordinary Shares,
$0.133 par value per share, and 3,750,000 undesignated Preference Shares.
8. EMPLOYEE BENEFIT PLANS
410(K) SAVINGS PLAN
The Company has a saving plan that qualifies as a deferred salary
arrangement under Section 401(k) of the Internal Revenue Code (the "401(k)
Plan"). Under the 401(k) Plan, participating employees may defer a percentage
(not to exceed 25%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All employees on the United States payroll
of the Company age 21 years or older are eligible to participate in the 401(k)
Plan. The Company had not been required to contribute to the 401(k) Plan.
CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION
The Company's subsidiary in China participates in a government-mandated
multi-employer defined contribution plan pursuant to which certain retirement,
medical and other welfare benefits are provided to employees. Chinese labor
regulations require the Company's subsidiary to pay to the local labor bureau a
monthly contribution at a stated contribution rate based on the monthly basic
compensation of qualified employees. The relevant local labor bureau is
responsible for meeting all retirement benefit obligations; the Company has no
further commitments beyond its monthly contribution. During years ended June 30,
2001, 2000 and 1999, the Company contributed to these funds a total of $1.4
million, $1.6 million and $0.4 million, respectively.
43
45
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Pursuant to the laws applicable to China's Foreign Investment Enterprises,
the Company's subsidiary in China must make appropriations from after-tax profit
to non-distributable reserve funds as determined by the Board of Directors.
These reserve funds include a (i) general reserve, (ii) enterprise expansion
fund and (iii) staff bonus and welfare fund. The general reserve fund requires
annual appropriations of 10% of after-tax profit (as determined under PRC GAAP);
the other fund appropriations are at the Company's discretion. Since the
Company's PRC subsidiary is in a loss making position, no appropriations have
been made to the general reserve fund.
9. STOCK PLANS
1999 STOCK OPTION PLAN
In May 1999, the Company adopted the 1999 Stock Option Plan (the "Plan").
The 1999 Plan provides for the granting of stock options to employees,
consultants and directors of the Company. Options granted under the Plan may be
either incentive stock options or nonqualified stock options. Incentive stock
options ("ISO") may be granted only to Company employees (including officers and
directors who are also employees). Nonqualified stock options ("NSO") may be
granted to Company employees and consultants. The Company has reserved
10,990,000 ordinary shares for issuance under the Company's stock option plans,
including a previous plan carried over from 1997 and options assumed in the
Sinanet acquisition. The 1999 Stock Option Plan will continue in effect until
May 2009, unless terminated earlier in accordance with the terms of the Plan.
Options under the Company's Stock Option Plan may be granted for a term of
up to ten years and at prices no less than 85% of the estimated fair value of
the shares on the date of grant as determined by the Board of Directors,
provided, however, that the exercise price of an ISO and NSO shall not be less
than 100% and 85% of the estimated fair value of the shares on the date of
grant, respectively. The exercise price of an ISO and NSO granted to a 10%
shareholder should not be less than 110% of the estimated fair value of the
shares on the date of grant. Options granted under the Plan through June 30,
2001 generally vest 25% after the first year and then 2.083% each month
thereafter. Certain grants are exercisable immediately under such terms and
conditions as determined by the Board of Directors. Ordinary Shares issued upon
such early exercises are subject to rights of repurchases by the Company until
such shares become fully vested. At June 30, 2001 and 2000, there were 888,000
and 1,446,000, respectively, shares of such Ordinary Shares issued that were
subject to repurchase.
1999 EXECUTIVE STOCK OPTION PLAN
In October 1999, the Board adopted the 1999 Executive Stock Option Plan
(the "Executive Plan"). An aggregate of 2,250,000 Ordinary Shares have been
reserved for issuance under the Executive Plan. The Executive Plan provides for
the granting of options to purchase Ordinary Shares and Ordinary Share purchase
rights to eligible employees and consultants. As of June 30, 2001, a total of
2,219,000 options had been granted under the Executive Plan. Options under
Executive Plan may be granted for a term of up to ten years and at prices no
less than 85% of the estimated fair value of the shares on the date of grant as
determined by the Board of Directors, provided, however, that the exercise price
of an ISO and NSO shall not be less than 100% and 85% of the estimated fair
value of the shares on the date of grant, respectively. The exercise price of an
ISO and NSO granted to a 10% shareholder should not be less than 110% of the
estimated fair value of the shares on the date of grant. Options granted under
the Executive Plan through June 30, 2001 generally vest 25% after the first year
and then 2.083% each month thereafter. Certain grants are exercisable
immediately under such terms and conditions as determined by the Board of
Directors. Ordinary Shares issued upon such early exercises are subject to
rights of repurchases by the Company until such shares become fully vested. The
44
46
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Executive Plan will continue in effect until October 2009, unless terminated
earlier in accordance with the terms of the Executive Plan.
DIRECTORS' STOCK OPTION PLAN
In October 1999, the Board approved the 1999 Directors' Stock Option Plan
(the "Directors' Plan") covering an aggregate of 750,000 ordinary shares. The
Directors' Plan became effective on the effective date of the initial public
offering and provides a non-employee director after the completion of the
offering (1) a nonstatutory stock option to purchase 37,500 ordinary shares on
the date on which he or she first becomes a member of the Board of Directors,
and (2) an additional nonstatutory stock option to purchase 15,000 shares on the
date of each annual shareholders' meeting immediately thereafter, if on such
date he or she has served on the Board for at least six months. All options
granted under the Director's Plan shall not be less than 100% of the estimated
fair value of the shares on the date of grant and shall have a maximum term of
10 years. All options granted under the Directors' Plan vest in full immediately
upon grant. As of June 30, 2001, a total of 188,000 options had been granted
under the Directors' Plan.
ACTIVITIES OF ALL STOCK OPTION PLANS
The following table summarizes stock option activity under the Company's
stock option plans:
YEAR ENDED JUNE 30,
------------------------------------------------------------------------
2001 2000 1999
---------------------- ---------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE OPTIONS EXERCISE OPTIONS EXERCISE
OUTSTANDING PRICE OUTSTANDING PRICE OUTSTANDING PRICE
----------- -------- ----------- -------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Outstanding at beginning of
period...................... 4,722 $7.02 5,999 $0.56 504 $1.67
Granted..................... 1,919 4.10 4,887 7.24 5,109 0.73
Assumed in Sinanet
acquisition.............. -- -- -- -- 923 0.23
Exercised................... (531) 1.66 (5,171) 0.77 (13) 0.25
Canceled.................... (1,641) 7.53 (993) 1.55 (524) 1.61
------ ------ -----
Outstanding at period end..... 4,469 6.21 4,722 7.02 5,999 0.56
====== ====== =====
Weighted average grant date
fair value of options
granted during the year..... $3.08 $6.49 $3.42
At June 30, 2001, approximately 3,260,000 options were available for grant
under the Plans.
OPTIONS OUTSTANDING AT JUNE 30, 2001 OPTIONS EXERCISABLE AT
--------------------------------------- JUNE 30, 2001
WEIGHTED -------------------------
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE OUTSTANDING PRICE
--------------- -------------- ----------- -------- -------------- --------
(IN THOUSANDS) (IN THOUSANDS)
$ 0.16 - $ 6.87..................... 2,344 9.05 $ 2.55 682 $ 1.51
$ 7.33 - $ 7.33..................... 1,578 8.28 7.33 1,142 7.33
$11.50 - $26.00..................... 509 8.80 18.07 259 17.31
$26.50 - $29.37..................... 38 9.00 27.24 8 27.06
----- -----
4,469 2,092
===== =====
45
47
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Stock-based compensation. Stock options granted in fiscal 1998 had an
original exercise price of $1.67. On October 1, 1998, the exercise price of
these options were adjusted to $0.17 per share and the Company recognized $0.9
million in deferred stock compensation. In compliance with the terms of the
original option agreements, these options were fully vested by March 29, 1999
upon the merger with Sinanet. Therefore, the Company recognized approximately
$0.9 million in compensation expense related to these options in the year ended
June 30, 1999.
In connection with certain stock option grants during the years ended June
30, 2001, 2000 and 1999, the Company recorded deferred stock compensation
totaling $0, $14.7 million and $21.9 million, respectively, which is being
amortized over the vesting periods of the related options, which are generally
four years. Amortization expense recognized during the years ended June 30,
2001, 2000 and 1999 totaled approximately $7.5 million, $19.1 million and $2.5
million, respectively.
Fair value disclosures. The Company calculated the fair value of each
option grant on the date of grant using the Black-Scholes pricing method with
the following assumptions:
YEAR ENDED JUNE 30,
------------------------------------------
2001 2000 1999
------------ ------------ ------------
Risk-free interest rate...................... 4.64% - 6.15% 6.00% - 6.40% 5.08% - 5.75%
Expected life (in years)..................... 4 4 5
Expected dividend yield...................... -- -- --
Volatility................................... 108% 84% --
Prior to the Company's initial public offering, the fair value of each
option grant was determined using the minimum value method. Options granted
subsequent to the initial public offering have been valued using the
Black-Scholes model considering the expected volatility of our stock price,
determined in accordance with FAS 123, in arriving at an option valuation. The
minimum value method does not consider stock price volatility. Had compensation
cost for the Company's stock-based compensation plans been determined based on
the fair value at the grant dates for the awards under a method prescribed by
SFAS No. 123, the Company's net loss per share would have been adjusted to the
pro forma amounts indicated below:
YEAR ENDED JUNE 30,
--------------------------------
2001 2000 1999
--------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
Net loss
As reported......................................... $(36,351) $(51,067) $(9,394)
======== ======== =======
Pro forma........................................... $(36,878) $(53,429) $(9,452)
======== ======== =======
Net loss per share, basic and diluted
As reported......................................... $ (0.91) $ (3.44) $ (1.72)
======== ======== =======
Pro forma........................................... $ (0.92) $ (3.60) $ (1.73)
======== ======== =======
EMPLOYEE STOCK PURCHASE PLAN
In October 1999, the Board adopted the 1999 Employee Stock Purchase Plan
(the "Purchase Plan"). An aggregate of 3,750,000 ordinary shares have been
reserved for issuance under the plan, plus annual increases equal to the lesser
of (1) 600,000 shares, (2) 0.5% of the ordinary shares outstanding on the last
day of the immediately preceding fiscal year, or (3) such lesser number of
shares as is determined by the Board. The Purchase Plan is implemented by a
series of overlapping periods of approximately 24 months' duration, with
46
48
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
new offering periods (other than the first offering period which will be
approximately 9 1/2 months) commencing on February 1 and August 1 of each year.
The price at which stock is purchased under the Purchase Plan is equal to the
lower of 85% of the fair market value of the Ordinary Shares at the beginning of
each offering period or at the end of each purchase period. The eligible
employees can have up to 20% of their earnings withheld to be used to purchase
shares of the Company's Ordinary Share. The Purchase Plan offers automatic
withdrawal and reenrollment provision under which the participant in the ongoing
offering period shall automatically be deemed to have withdrawn from the ongoing
offering period and enrolled in such new offering period under the same
subscription agreement in effect for such ongoing offering period if the fair
market value of the shares on the new offering period is lower than the in
progress offering period. The 1999 Employee Stock Purchase Plan became effective
on the effective date of the initial public offering. As of June 30, 2001, total
contributions by employees to the Purchase Plan was $0.7 million and 79,149
shares had been issued under the Purchase Plan.
10. SEGMENT INFORMATION
Effective July 1, 1998, the Company adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." This statement
requires enterprises to report information about operating segments in annual
financial statements and selected information about reportable segments in
interim financial reports. It also establishes standards for related disclosures
about products, geographic areas and major customers.
The Company has two reportable segments, Internet and Software, each of
which requires different development, production, and marketing resources. The
Internet segment develops, designs and markets content and services through a
network of SINA.com web sites hosted in the U.S., China, Hong Kong and Taiwan.
The Software segment develops, produces and markets software products and
related services in China. The accounting policies of the segments are the same
as those described in the summary of significant accounting policies. The
Company evaluates performance based on income or loss from operations before
stock compensation, amortization of intangible assets, interest, nonrecurring
gains and losses, foreign exchange gains and losses, and income taxes.
Facilities costs are allocated to the segment's cost of revenues based on usage.
Long-lived assets comprise property and equipment.
Information about segments for the years ended June 30, 2001, 2000 and
1999, is as follows:
YEAR ENDED JUNE 30,
---------------------------------------------------------------
2001 2000 1999
------------------- ------------------- -------------------
INTERNET SOFTWARE INTERNET SOFTWARE INTERNET SOFTWARE
-------- -------- -------- -------- -------- --------
(IN THOUSANDS)
Revenues........................... $ 24,407 $2,276 $ 11,227 $2,943 $ 579 $ 2,248
Depreciation and amortization...... (3,208) (356) (1,328) (148) (94) (218)
Segment operating income (loss).... (28,574) 57 (28,440) (90) (2,479) (2,226)
Segment assets..................... 25,669 1,915 20,983 1,911 6,213 2,677
Expenditures for long-lived
assets........................... (6,964) (774) (6,317) (702) (667) (618)
47
49
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
Reconciliation of segment information to financial statements:
YEAR ENDED JUNE 30,
-----------------------------
2001 2000 1999
-------- -------- -------
(IN THOUSANDS)
LOSS FROM OPERATION:
Total loss for reportable segments.......................... $(28,517) $(28,530) $(4,705)
Unallocated amounts:
Stock based compensation.................................. (7,511) (19,065) (3,392)
Amortization of intangible assets......................... (6,765) (6,807) (1,688)
-------- -------- -------
Loss from operations before interest, income taxes and
minority interest......................................... $(42,793) $(54,402) $(9,785)
======== ======== =======
JUNE 30,
-------------------
2001 2000
-------- --------
(UNAUDITED)
(IN THOUSANDS)
ASSETS:
Total assets for reportable segments........................ $ 27,584 $ 22,894
Cash and short-term investments not allocated to reportable
segments.................................................. 100,475 121,316
Intangible assets........................................... 5,063 11,828
-------- --------
$133,122 $156,038
======== ========
The following is a summary of the Company's geographic operations:
U.S. CHINA HONG KONG TAIWAN TOTAL
------ ------- --------- ------ -------
(IN THOUSANDS)
YEAR ENDED AND AS OF JUNE 30, 2001:
Revenues.................................... $6,866 $17,190 $1,002 $1,625 $26,683
Long-lived assets........................... 1,754 6,103 1,317 2,737 11,911
YEAR ENDED AND AS OF JUNE 30, 2000:
Revenues.................................... $4,414 $ 8,080 $ 525 $1,151 $14,170
Long-lived assets........................... 1,694 3,690 938 1,415 7,737
YEAR ENDED AND AS OF JUNE 30, 1999:
Revenues.................................... $ 122 $ 2,594 $ -- $ 111 $ 2,827
Long-lived assets........................... 979 885 81 249 2,194
Revenues are attributed to the countries in which the invoices are issued.
11. COMMITMENTS AND CONTINGENCIES
Leases. The Company leases office space under noncancelable operating
leases with various expiration dates through December 2008. Rent expense for the
years ended June 30, 2001, 2000 and 1999 totaled $1.1 million, $778,000 and
$333,000, respectively.
48
50
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
At June 30, 2001 future minimum lease payments under noncancelable
operating leases are as follows (in thousands):
YEAR ENDING JUNE 30,
2002...................................................... $ 801
2003...................................................... 467
2004...................................................... 261
2005...................................................... 268
2006...................................................... 274
2007 and after............................................ 382
------
$2,453
======
Contingencies. There are uncertainties regarding the legal basis of the
Company's ability to operate an Internet business and to advertise in China.
Although the country has implemented a wide range of market-oriented economic
reforms, the telecommunication, information and media industries remain highly
regulated. Not only are restrictions currently in place, but also regulations
are unclear regarding in what specific segments of these industries companies
with foreign investors, including the Company, may operate. Therefore, the
Company might be required to limit the scope of its operations in China, and
this could have a material adverse effect on the Company's financial position,
results of operations and cash flows.
12. SUBSEQUENT EVENTS
In July 2001, the Company reached an agreement with an officer upon his
termination, which resulted in a severance charge in the amount of $645,000.
This amount was accrued for at June 30, 2001.
On September 12, 2001, we entered into a definitive agreement to acquire
approximately 29% equity interest in Sun Television Cybernetworks Holdings
Limited ("Sun TV"), a Hong Kong Exchange listed company, from its major
shareholder for a total consideration of approximately $8 million in cash and
approximately 4.6 million in newly issued ordinary shares, In addition, the
Company have agreed to issue 3.3 million ordinary shares if Sun TV meets certain
revenue targets over the next 18 months. The investment will be accounted for
using the equity method of accounting.
49
51
SINA.COM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table reflects our unaudited quarterly consolidated statement
of operations data for each of the eight quarters in the period ended June 30,
2001. We believe that the historical quarterly information has been prepared
substantially on the same basis as the audited consolidated financial
statements, and all necessary adjustments, consisting only of normal recurring
adjustments, have been included in the amounts below to present fairly the
unaudited quarterly results of operations data. You should read the quarterly
data with our consolidated financial statements and the notes to those
statements.
THREE MONTHS ENDED
-----------------------------------------------------------------------------------------
JUNE 30, MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31, DEC. 31, SEPT. 30,
2001 2001 2000 2000 2000 2000 1999 1999
-------- --------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net revenues..................... $ 5,779 $ 6,129 $ 7,622 $ 7,153 $ 5,757 $ 3,645 $ 2,960 $ 1,808
Gross profit (loss).............. 2,470 2,472 3,378 3,009 1,890 648 394 (282)
Net loss attributable to ordinary
shareholders................... (8,217) (9,010) (8,875) (10,249) (12,126) (12,146) (11,441) (15,354)
Basic and diluted net loss per
share attributable to ordinary
shareholders(1)................ $ (0.20) $ (0.22) $ (0.22) $ (0.26) $ (0.35) $ (1.41) $ (1.54) $ (2.07)
Shares used in computing basic
and diluted net loss per
share.......................... 40,453 40,300 40,123 39,565 34,858 8,586 7,425 7,425
---------------
(1) See Notes 1 and 6 to the Consolidated Financial Statements for a detailed
explanation of the determination of the shares used in computing basic and
diluted loss per share.
50
52
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the information under the captions "Proposal
No. 1 -- Election of Directors", "Executive Officers of Registrant" and "Section
16 Beneficial Ownership Reporting Compliance" in the Registrant's Proxy
Statement for its 2001 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information under the captions
"Executive Officer Compensation and Other Matters," "Report of the Compensation
Committee of the Board of Directors on Executive Compensation," "Compensation
Committee Interlocks and Insider Participation," and "Performance Graph" in the
Registrant's Proxy Statement for its 2001 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the information under the captions "Record
Date; Voting Securities" and "Information Regarding Beneficial Ownership of
Principal Shareholders and Management" in the Registrant's Proxy Statement for
its 2001 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the information under the captions "Certain
Transactions" and "Compensation Committee Interlocks and Insider Participation"
in the Registrant's Proxy Statement for its 2001 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Upon request, we will provide, without charge, a copy of this Report on
Form 10-K, including the consolidated financial statements, financial statement
schedules and any exhibits for SINA's most recent fiscal year. All requests
should be sent to:
SINA.com
Investor Relations
1313 Geneva Drive
Sunnyvale, CA 94087
(408) 548-0000
In addition, the Securities and Exchange Commission maintains a website
that provides access to all filings made electronically by SINA.com at
www.sec.gov. SINA's website is located at www.sina.com. Information contained on
SINA's website is not a part of this Annual Report on Form 10-K.
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements: See Index to Consolidated
Financial Statements at Item 8 on page 25 of this report.
(2) Financial Statement Schedules: See Index to Consolidated Financial
Statements at Item 8 on page 25 of this report.
(3) Exhibits are incorporated herein by reference or are filed with
this report at Exhibit Index on page 53 to page 55 of this report (numbered
in accordance with Item 601 of Regulation S-K).
51
53
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, SINA.com has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
SINA.COM
By: /s/ CHARLES CHAO
------------------------------------
Charles Chao
Chief Financial Officer
Date: September 28, 2001
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Mao and Charles Chao, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign any amendments to this Report on Form
10-K and to file the same, with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DANIEL MAO Chief Executive Officer September 28, 2001
------------------------------------------------ and Director (Principal
Daniel Mao Executive Officer)
/s/ CHARLES CHAO Chief Financial Officer September 28, 2001
------------------------------------------------ (Principal Financial Officer
Charles Chao and
Principal Accounting Officer)
/s/ DANIEL CHIANG Chairman of the Board September 28, 2001
------------------------------------------------
Daniel Chiang
/s/ PEHONG CHEN Director September 28, 2001
------------------------------------------------
Pehong Chen
/s/ YONGJI DUAN Director September 28, 2001
------------------------------------------------
Yongji Duan
/s/ LIP-BU TAN Director September 28, 2001
------------------------------------------------
Lip-Bu Tan
/s/ TER-FUNG TSAO Director September 28, 2001
------------------------------------------------
Tsao Ter-Fung Tsao
52
54
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1* -- Agreement and Plan of Reorganization by and among SRS
International Ltd., SINO Acquisition Corporation and
Sinanet.com dated January 19, 1999.
2.2* -- Sale and Purchase Agreement among SRS International Ltd.,
Stone Electronic Technology Limited, Wang Zhidong, Everbuilt
Investments Limited and Brilliant Future Group Limited dated
August 13, 1997.
3.2* -- Amended and Restated Articles of Association of SINA.com.
3.4* -- Amended and Restated Memorandum of Association of SINA.com.
4.2* -- Amended and Restated Investors' Rights Agreement dated
October 19, 1999 among SINA.com and certain holders of
SINA.com's securities.
10.1* -- Form of Indemnification Agreement between SINA.com and each
of its officers and directors.
10.2* -- SRS International Ltd. 1997 Stock Option Plan and form of
incentive stock option agreement.
10.3* -- Sinanet.com 1997 Stock Plan and form of stock option
agreement.
10.4* -- Amended SINA.com 1999 Stock Plan and form of share option
agreement.
10.5* -- 1999 Employee Stock Purchase Plan and form of subscription
agreement.
10.6* -- 1999 Directors' Stock Option Plan and form of nonstatutory
stock option agreement.
10.7* -- License Agreement dated May 31, 1999, and subsequent License
Agreement between the parties dated July 30, 1999, between
Regus Business Centre Ltd. and SINA.com for office space
located at 18/F, One International Finance Centre, 1 Harbour
View Street, Central, Hong Kong.
10.8* -- Sublease Agreement dated December 23, 1998 between
Environmental and Occupational Risk Management, Inc, a
California Partnership, and Sinanet.com for offices at 1313
Geneva Drive, Sunnyvale, CA.
10.9* -- Lease agreements between Beijing Stone Rich Sight
Information Technology Co. Ltd. (a subsidiary of
Sina.com)and the following entities: a) Beijing Shilihe
Property Management Company Ltd dated October 16, 1997, b)
Beijing Wanquan Hope Technology Development Center dated
April 2, 1998, and c) Wanquan Primary School, Haidian
District, Beijing dated December 15, 1998. All agreements
are for office space located in Beijing Wanquan Primary
School, Haidian District, Beijing.
10.10* -- Lease agreement dated December 1, 1998 between Po-Hu Lee and
SINA.Com Online for offices located at 3F, No. 29, An Ho
Road, Ta An District, Taipei City, Taiwan.
10.12* -- Offer Letter dated January 11, 1999 between SINA.com and
Daniel Mao.
10.15*+ -- Joint Venture Agreement dated August 31, 1999 between
AdForce, Inc., a Delaware Corporation, SINA.com, a Cayman
Islands Corporation and Compuserve Consultants, Ltd. a Hong
Kong company.
10.16*+ -- Value Added Link Agreement dated June 1, 1999 between Alta
Vista Equipment Corporation and SINA.com.
10.17*+ -- Service Agreement dated June 16, 1999 between Critical Path,
Inc. and SINA.com.
10.18*+ -- Web Page Search Service Agreement dated July 30, 1999
between Openfind Information Technology Corporation and
SINA.com.
10.19* -- 1999 Executive Stock Plan.
10.20* -- Side letter dated November 12, 1999 between China
International Capital Corporation and SINA.com.
10.23* -- Business Cooperation Agreement dated March 7, 2000 between
Beijing SINA Internet Information Services Co., Ltd. and
BSRS.
10.24* -- Equipment and Leased Line Transfer Agreement dated March 7,
2000 between Beijing SINA Internet Information Services Co.,
Ltd. and BSRS.
10.25* -- Agreement on Exercising Voting Right by Proxy dated March 7,
2000 between Wang Zhidong and BSRS.
53
55
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.26* -- Advertising Agency Agreement dated March 7, 2000 between
Beijing SINA Internet Information Services Co., Ltd. and
SINA.com.
10.27* -- Advertisement Production and Technical Service Agreement
dated March 7, 2000 between Beijing Stone Rich Sight
Information Technology Co., Ltd. and Beijing SINA
Interactive Advertising Co. Ltd.
10.28* -- Advertising Publication and Cooperation Agreement dated
March 7, 2000 between Beijing SINA Internet Information
Services Co., Ltd. and Beijing SINA Interactive Advertising
Co., Ltd.
10.29* -- Opinion of Commerce and Finance Law Offices dated March 14,
2000 regarding approval by China Securities Regulatory
Commission.
10.30* -- Opinion of Commerce and Finance Law Offices dated March 20,
2000.
10.31* -- Employment Agreement dated September 23, 1999 between
Beijing Store Rich Sight Technology Co. Ltd. and Yan Wang.
10.32* -- Lease Agreement dated November 18, 1999 between Po-Hu Lee
and SINA.Com Online for offices located at 3F, No. 29, AN Ho
Road, Ta An District, Taipei City, Taiwan.
10.33* -- Lease Agreement dated November 8, 1999 between Vicwood
International Limited and SINA.com (Hong Kong) Limited for
offices located at Units 01-03, 18th Floor, 199 Des Voeux
Road, Central, Hong Kong.
10.34* -- Loan agreement dated November 18, 1999 with Zhidong Wang to
provide capital for ICP Company.
10.35* -- Loan agreement dated October 12, 1999 with Zhidong Wang to
provide capital for Ad Company.
10.36* -- Loan agreement dated November 18, 1999 with Wang Yan for
purposes of providing capital to the ICP Company.
10.37* -- Amendment to Advertising Agency Agreement dated April 1,
2000 between Beijing SINA Interactive Advertising Co., Ltd.
and SINA.com.
10.38* -- Amendment to Advertisement Publication and Cooperation
Agreement dated April 1, 2000 between Beijing SINA
Interactive Advertising Co., Ltd. and Beijing SINA Internet
Information Services Co., Ltd.
10.39* -- Amendment to Advertising Production and Technical Service
Agreement dated April 1, 2000 between Beijing Stone Rich
Sight Information Technology Co., Ltd. and Beijing SINA
Interactive Advertising Co., Ltd.
10.40* -- E-Commerce Cooperation Agreement dated April 1, 2000 between
Beijing Stone Rich Sight Information Technology Co., Ltd.
and Beijing SINA Internet Information Services Co., Ltd.
10.41* -- First Amendment dated April 6, 2000 to Wang Zhidong's
Executive Employment Agreement.
10.42* -- First Amendment dated April 6, 2000 to Yan Wang's Labor
Contract.
10.43** -- Change of Control Agreement dated November 27, 2000 with
Zhidong Wang.
10.44** -- Change of Control Agreement dated November 27, 2000 with
Daniel Mao.
10.45** -- Change of Control Agreement dated November 27, 2000 with
Victor Lee.
10.46** -- Change of Control Agreement dated November 27, 2000 with
Hurst Lin.
10.47** -- Change of Control Agreement dated November 27, 2000 with Yan
Wang.
10.48*** -- Change of Control Agreement dated February 1, 2001 with
Charles Chao.
10.49 -- Separation and General Release Agreement dated July 30, 2001
between SINA.com and Zhidong Wang.
10.50 -- An agreement dated August 16, 2001 among Beijing Stone Rich
Sight Information Technology Co., Ltd., Daniel Mao, Yan Wang
and Four Other Employees of BSRS.
21.1* -- List of Subsidiaries.
23.1 -- Consent of Independent Accountants.
24.1 -- Power of Attorney (appears on the signature page of this
report).
54
56
---------------
* Incorporated by reference to the corresponding Exhibit previously filed as
an Exhibit to the Company's Registration Statement on Form F-1 (Registration
No. 333-11718) filed with the Commission on March 27, 2000, as amended.
** Incorporated by reference to the corresponding Exhibit previously filed as
an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000.
*** Incorporated by reference to the corresponding Exhibit previously filed as
an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001.
+ Confidential treatment requested as to portions of this exhibit.
55