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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-30698
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SINA.COM
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
CAYMAN ISLANDS 52-2236363
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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)
----------------
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 [ ]
The number of shares outstanding of the registrant's ordinary shares as
of January 31, 2001 was 41,265,207.
2
SINA.COM
INDEX
Page no.
--------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheet at December 31, 2000 and
June 30, 2000 3
Condensed Consolidated Statement of Operations for the three and six
months ended December 31, 2000 and 1999 4
Condensed Consolidated Statement of Cash Flows for the six months
ended December 31, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 2. Changes in Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
SINA.COM
CONDENSED CONSOLIDATED BALANCE SHEET
(IN U.S. DOLLARS)
(UNAUDITED, IN THOUSANDS)
DECEMBER 31, JUNE 30,
2000 2000
------------ ---------
ASSETS
Current assets:
Cash and cash equivalents ......................... $ 71,029 $ 99,149
Short-term investments ............................ 51,125 30,484
Accounts receivable, net .......................... 6,543 3,921
Inventories ....................................... -- 156
Prepaid expenses and other current assets ......... 1,326 1,378
--------- ---------
Total current assets ....................... 130,023 135,088
Property and equipment, net ......................... 9,721 7,737
Intangible assets, net .............................. 8,438 11,828
Investment in joint venture ......................... -- 894
Receivable from related parties ..................... 859 268
Other assets ........................................ 191 223
--------- ---------
$ 149,232 $ 156,038
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................. $ 1,886 $ 1,203
Accrued liabilities ............................... 13,942 8,018
--------- ---------
Total current liabilities .................. 15,828 9,221
--------- ---------
Commitments and contingencies (Note 5)
Shareholders' equity:
Ordinary shares ................................... 5,489 5,425
Additional paid-in capital ........................ 221,747 221,399
Notes receivables from shareholders ............... (2,029) (2,067)
Deferred stock compensation ....................... (9,751) (15,057)
Accumulated deficit ............................... (82,072) (62,950)
Accumulated other comprehensive income:
Cumulative translation adjustment ............... 20 67
--------- ---------
Total shareholders' equity ................. 133,404 146,817
--------- ---------
$ 149,232 $ 156,038
========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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SINA.COM
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN U.S. DOLLARS)
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net revenues:
Advertising ............................................ $ 6,691 $ 2,106 $ 12,956 $ 3,028
Software products ...................................... 681 811 1,390 1,666
E-commerce ............................................. 250 43 429 74
-------- -------- -------- --------
7,622 2,960 14,775 4,768
-------- -------- -------- --------
Cost of revenues:
Advertising (a) ........................................ 3,714 1,866 7,326 3,270
Software products (a) .................................. 279 503 555 1,035
E-commerce ............................................. 141 49 269 82
Stock-based compensation ............................... 110 148 238 269
-------- -------- -------- --------
4,244 2,566 8,388 4,656
-------- -------- -------- --------
Gross profit ............................................. 3,378 394 6,387 112
-------- -------- -------- --------
Operating expenses:
Sales and marketing (a) ................................ 5,797 4,367 12,023 6,857
Product development (a) ................................ 2,540 1,615 5,008 2,975
General and administrative (a) ......................... 2,063 1,653 4,012 3,304
Stock-based compensation ............................... 1,722 3,368 4,184 11,532
Amortization of intangible assets ...................... 1,688 1,702 3,390 3,404
-------- -------- -------- --------
Total operating expenses ....................... 13,810 12,705 28,617 28,072
-------- -------- -------- --------
Loss from operations ..................................... (10,432) (12,311) (22,230) (27,960)
Interest income, net ..................................... 2,001 826 4,001 1,127
-------- -------- -------- --------
Loss before loss on equity investment and minority
Interest ............................................... (8,431) (11,485) (18,229) (26,833)
Minority interest ........................................ -- 71 -- 92
Loss on equity investment ................................ (444) -- (894) --
-------- -------- -------- --------
Net loss ................................................. (8,875) (11,414) (19,123) (26,741)
Accretion on mandatorily redeemable convertible
preference shares ...................................... -- (27) -- (54)
-------- -------- -------- --------
Net loss attributable to ordinary shareholders ........... $ (8,875) $(11,441) $(19,123) $(26,795)
======== ======== ======== ========
Basic and diluted net loss per share attributable
to ordinary shareholders ............................... $ (0.22) $ (1.54) $ (0.48) $ (3.37)
======== ======== ======== ========
Shares used in computing basic and diluted net
loss per share ......................................... 40,123 7,425 39,844 7,951
======== ======== ======== ========
----------
(a) Exclude stock-based compensation.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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SINA.COM
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN U.S. DOLLARS)
(UNAUDITED, IN THOUSANDS)
SIX MONTHS ENDED
---------------------------------
DECEMBER 31, DECEMBER 31,
2000 1999
------------ ------------
Cash flows from operating activities:
Net loss attributable to ordinary
shareholders .............................................. $(19,123) $(26,795)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interests ........................................ -- (92)
Loss on equity investment ................................. 894 --
Depreciation and amortization ............................. 1,496 410
Stock-based compensation .................................. 4,422 11,801
Amortization of intangible assets ......................... 3,390 3,404
Accretion on mandatorily redeemable
convertible preference shares ........................... -- 54
Changes in assets and liabilities,
Accounts receivable, net ................................ (2,622) (1,445)
Inventories ............................................. 156 (8)
Prepaid expenses and other current assets ............... 52 (1,423)
Other assets ............................................ (559) (13)
Accounts payable ........................................ 683 632
Accrued liabilities ..................................... 5,878 1,748
-------- --------
Net cash used in operating activities ................ (5,333) (11,727)
-------- --------
Cash flows from investing activities:
Acquisition of property and equipment ........................ (3,480) (1,959)
Investment in joint venture .................................. -- (1,396)
Purchase of short-term investments ........................... (20,641) (3,060)
-------- --------
Net cash used in investing activities ................ (24,121) (6,415)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of preference shares, net ............. -- 63,809
Proceeds from exercise of preference share warrant ........... -- 95
Proceeds from issuance of ordinary shares under ESPP ......... 525 --
Proceeds from exercise of stock options ...................... 771 136
Proceeds from repayments of promissory notes ................. 38 562
-------- --------
Net cash provided by financing activities ............ 1,334 64,602
-------- --------
Net increase (decrease) in cash and cash equivalents ........... (28,120) 46,460
Cash and cash equivalents at beginning of period ............... 99,149 20,571
-------- --------
Cash and cash equivalents at end of period ..................... $ 71,029 $ 67,031
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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SINA.COM
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN U.S. DOLLARS, UNAUDITED)
1. THE COMPANY AND BASIS OF PRESENTATION
SINA.com ("SINA" or the "Company") is a leading Internet media and
services company for Chinese communities worldwide offering a full array of
Chinese-language news, entertainment, e-commerce platforms, financial
information, and lifestyle tips. With separate Web sites in China, Hong Kong,
Taiwan and North America, SINA provides global content and services that speak
directly to the audience of each region, enriching the online experience of its
users.
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary to a
fair statement of the results for the interim periods presented. Results for the
three and six months ended December 31, 2000 are not necessarily indicative of
results for the entire fiscal year ending June 30, 2001 or future periods. These
financial statements should be read in conjunction with the consolidated
financial statements and the accompanying notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2000.
2. RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for
Derivative Instruments and Hedging Activities". SFAS 133 establishes methods of
accounting for derivative financial instruments and hedging activities related
to those instruments as well as other hedging activities, and is effective for
fiscal years beginning after June 15, 2000, as amended by SFAS No. 137. In June
2000, the Financial Accounting Standards Board issued SFAS No. 138, "Accounting
for Derivatives Instruments and Hedging Activities - An Amendment of FASB
Statement No. 133". SFAS No. 138 amends the accounting and reporting standards
for certain derivatives and hedging activities such as net settlement contracts,
foreign currency transactions and intercompany derivatives. The Company believes
the adoption of this pronouncement will have no material impact on the Company's
financial position or results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies.
In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44") "Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25." FIN 44 clarifies
the application of Opinion No. 25 for (a) the definition of employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as noncompensatory plan, (c) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (d) the accounting for an exchange of stock compensation awards in a
business combination. FIN 44 is effective July 1, 2000, but certain conclusions
cover specific events that occur either after December 15, 1998, or January 12,
2000. The adoption of the provisions of FIN 44 did not have a material impact on
the financial statements.
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3. 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.
The following table sets forth the computation of basic and diluted net
loss per share for the periods indicated:
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA) 2000 1999 2000 1999
-------- -------- -------- --------
Net loss ......................................................... $ (8,875) $(11,414) $(19,123) $(26,741)
Accretion of mandatorily redeemable
convertible preference redemption value ..................... -- (27) -- (54)
-------- -------- -------- --------
Net loss attributable to ordinary shareholders ................... $ (8,875) $(11,441) $(19,123) $(26,795)
======== ======== ======== ========
Basic and diluted:
Weighted average shares used in computing basic and
diluted net loss per ordinary shares ........................ 40,123 7,425 39,844 7,951
======== ======== ======== ========
Basic and diluted net loss per share
attributable to ordinary shareholders ....................... $ (0.22) $ (1.54) $ (0.48) $ (3,37)
======== ======== ======== ========
Weighted average antidilutive securities including
options, warrants, preference shares and
restricted ordinary shares not included in net loss
per share calculation ....................................... 5,465 23,999 5,521 23,948
======== ======== ======== ========
4. SEGMENT INFORMATION
The Company operates in two principal business segments globally. 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.
The following is a summary of operations by segment for the six months
ended December 31, 2000 and 1999:
SIX MONTHS ENDED DECEMBER 31,
2000 1999
---------------------- ----------------------
(IN THOUSANDS) INTERNET SOFTWARE INTERNET SOFTWARE
-------- -------- -------- --------
Revenues ................................ $ 13,385 $ 1,390 $ 3,102 $ 1,666
Segment operating income (loss) ......... (14,557) 139 (12,134) (65)
The following is a summary of total assets by segment as of December 31,
2000 and June 30, 2000:
DECEMBER 31, 2000 JUNE 30, 2000
------------------------ -------------------------
(IN THOUSANDS) INTERNET SOFTWARE INTERNET SOFTWARE
-------- -------- -------- --------
Total assets ................... $28,626 $ 1,975 $20,983 $ 1,911
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Reconciliation of segment information to financial statements:
SIX MONTHS ENDED
DECEMBER 31,
--------------------------
2000 1999
-------- --------
LOSS FROM OPERATIONS:
Total loss for reportable segments ........................ $(14,418) $(12,199)
Unallocated amounts:
Stock-based compensation ............................. (4,422) (11,532)
Amortization of intangible assets .................... (3,390) (3,404)
Other corporate expenses, net ........................ -- (584)
-------- --------
Loss from operations before interest,
income taxes and minority interest ................... $(22,230) $(27,960)
======== ========
DECEMBER 31, JUNE 30,
2000 2000
------------ --------
ASSETS:
Total assets for reportable segments ...................... $ 30,601 $ 22,894
Cash and short-term investments ........................... 110,193 121,316
Intangible assets ......................................... 8,438 11,828
-------- --------
$149,232 $156,038
======== ========
5. COMMITMENTS AND CONTINGENCIES
There are uncertainties regarding the legal basis of the Company's
ability to operate an internet business and to advertise in China. The
telecommunication, information and media industries in China remain highly
regulated. Although the Company believes its business in China is in compliance
with existing Chinese laws and regulations, the Company cannot be sure that the
Chinese regulatory authorities will view such business as in compliance with
Chinese laws and regulations. Further, the Company cannot be sure that it will
be in compliance with Chinese laws and regulations that may be adopted in the
future. 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 and results of operations.
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ITEM 2. 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
"Certain Business Risks" 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, offering a full array of Chinese-language news,
entertainment, e-commerce platforms, financial information, and lifestyle tips.
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
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 overall revenues for the three and six months ended December 31,
2000 were $7.6 million and $14.8 million, respectively, which represent
increases of 157.8% and 209.9% when compared with the corresponding periods in
fiscal 2000. The increase in revenues was primarily driven by higher growth of
our Internet advertising business.
We have incurred significant net losses and negative cash flows from
operations since our inception. As of December 31, 2000, we had an accumulated
deficit of $82.1 million. These losses have been funded primarily through the
issuance of our equity securities in the private and public market. We intend to
continually increase our spending on marketing and brand development, content
enhancements and technology and infrastructure. We anticipate net losses and
negative cash flows from operations in the foreseeable future.
We recorded cumulative deferred stock compensation of approximately
$36.5 million, net through December 31, 2000, which represents the difference
between the exercise price of options granted through December 31, 2000 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 $19.1 million and $3.4 million in fiscal 2000 and 1999,
respectively. We expect the amortization of deferred compensation to approximate
$7.8 million for fiscal 2001, $4.1 million for fiscal 2002, $1.9 million for
fiscal 2003 and $0.2 million for fiscal 2004.
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.
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In April 2000, we 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.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
REVENUES
Advertising. We generated $6.7 million and $13.0 million in advertising
revenues for the three and six months ended December 31, 2000, respectively,
which represent increases of 217.7% and 327.9% when compared with the
corresponding periods in fiscal 2000. The increases were primarily due to the
increase in number of advertisers and amount of advertising contracts. For the
three and six months ended December 31, 2000, advertising revenues accounted for
87.8% and 87.7% of our total revenues, respectively. For the three and six
months ended December 31, 1999, advertising revenues accounted for 71.1% and
63.5% of our total revenues, respectively.
Software. Our software revenues were $0.7 million and $1.4 million for
the three and six months ended December 31, 2000, respectively, which represent
decreases of 16.0% and 16.6% when compared with the corresponding periods in
fiscal 2000. The decreases were mainly due to the fact that, as part our
strategy to draw increased traffic to out portal networks, we began to provide
more free downloads of some our software products on our Web sites. We expect
our revenues from software sales to remain relatively flat or to decrease in the
future.
E-commerce. Our e-commerce revenues were $0.3 million and $0.4 million
for the three and six months ended December 31, 2000, respectively, as compared
to $43,000 and $74,000 for the same periods in fiscal 2000, respectively. The
increases in e-commerce revenues were primarily due to the increased e-commerce
activities in SinaMall on our North America and China sites
COST OF REVENUES
Advertising. Our cost of advertising revenues was increased by 99.0% and
124.0% from $1.9 million and $3.3 million for the three and six months ended
December 31, 1999, respectively, to $3.7 million and $7.3 million for the three
and six months ended December 31, 2000, 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 associated with our Web site production. Compared to the same periods in
the prior year, the increase in cost of advertising revenues to support our
rapidly growing internet user traffic was 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.
Software. Our cost of software revenues decreased by 44.5% and 46.4%
from $0.5 million and $1.0 million for the three and six months ended December
31, 1999, respectively, to $0.3 million and $0.6 million for the three and six
months ended December 31, 2000, respectively. The decreases were primarily due
to decreased software revenues as well as a higher percentage of the software
revenues attributable to licensing arrangements which involved minimal costs.
E-commerce. Our cost of e-commerce increased by 187.8% and 228.0% from
$49,000 and $82,000 for the three and six months ended December 31, 1999,
respectively, to $141,000 and $269,000 for the three and six months ended
December 31, 2000. The increase in cost of e-commerce was primarily due to an
increase in compensation related costs associated with personnel working
directly in e-commerce activities.
SALES AND MARKETING EXPENSES
Our sales and marketing expenses as a percentage of net sales decreased
from 147.5% and 143.8% for the three and six months ended December 31, 1999,
respectively, to 76.1% and 81.4% for the three and six months ended December 31,
2000. In absolute dollars, our sales and marketing expenses increased from $4.4
million and $6.9 million for the three and six months ended December 31, 1999,
respectively, to $5.8 million and $12.0 million for the three and six months
ended December 31, 2000, respectively. Sales and marketing expenses consist
primarily of compensation expenses, sales commissions, advertising and promotion
expenditures and
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travel expenses. The absolute dollar increase was mainly attributable to an
increase in advertising costs 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 EXPENSES
Our product development expenses as a percentage of net sales decreased
from 54.6% and 62.4% for the three and six months ended December 31, 1999,
respectively, to 33.3% and 33.9% for the three and six months ended December 31,
2000, respectively. In absolute dollars, our product development expenses
increased from $1.6 million and $3.0 million for the three and six months ended
December 31, 1999, respectively, to $2.5 million and $5.0 million for the three
and six months ended December 31, 2000, 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 increase was
attributable to increased staffing and associated support for engineers for
developing and enhancing our online network.
GENERAL AND ADMINISTRATIVE EXPENSES
Our general and administrative expenses as a percentage of net sales
decreased from 55.8% and 69.3% for the three and six months ended December 31,
1999, respectively, to 27.1% and 27.2% for the three and six months ended
December 31, 2000, respectively. In absolute dollars, our general and
administrative expenses increased from $1.7 million and $3.3 million for the
three and six months ended December 31, 1999, respectively, to $2.1 million and
$4.0 million for the three and six months ended December 31, 2000, respectively.
The absolute dollar increase was mainly due to the increase in general business
activities as a result of business expansion and building our administrative
infrastructure.
STOCK-BASED COMPENSATION EXPENSE
In connection with the grant of certain stock options, we recorded net
unearned compensation of approximately $37.1 million, net through December 31,
2000, which is being amortized on an accelerated basis over the vesting period
of the applicable options, which is generally four years. Of the total unearned
compensation, approximately $1.8 million and $4.4 million was amortized in the
three and six months ended December 31, 2000, respectively, as compared to $3.5
million and $11.8 million in the three and six months ended December 31, 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 approximately $20.3 million, which are
being amortized over three years. The amortization expense was $1.7 million and
$3.4 million for the three and six months, respectively, ended December 31, 2000
and 1999.
INTEREST INCOME (EXPENSE), NET
Interest income, net increased from $0.8 million and $1.1 million for
the three and six months ended December 31, 1999, respectively, to $2.0 million
and $4.0 million for the three and six months ended December 31, 2000,
respectively. The increases in interest income was primarily due to higher cash
and short-term investment balances as a result of the proceeds from our sale of
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 account for our investment in the joint venture using the equity method of
accounting. We recorded $0.4 million and $0.9 million losses from our investment
in the joint venture during the three and six months ended December 31, 2000,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations principally through private sales of our
preference shares and the initial public offering. From inception through
December 31, 2000, we have raised net proceeds of $97.5 million through the sale
of preference shares and $68.8
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million from the sale of ordinary shares in the initial public offering. As of
December 31, 2000, we had $122.2 million in cash and cash equivalents and
short-term investments.
Net cash used in operating activities was $5.4 million for the six
months ended December 31, 2000 and was primarily attributable to our net loss of
$19.1 million and an increase in accounts receivable of $2.6 million, largely
offset by the non-cash stock-based compensation expense of $4.4 million, an
increase in accrued liability of $5.9 million and amortization expense of $3.4
million related to goodwill and other intangible assets resulting from the
acquisition of Sinanet.com. Net cash used in operating activities was $11.7
million for the six months ended December 31, 1999 and was primarily
attributable to our net loss of $26.8 million offset by non-cash stock-based
compensation of $11.8 million and amortization expense of $3.4 million related
to goodwill and other intangible assets.
Net cash used in investing activities was $24.1 million for the six
months ended December 31, 2000, primarily due to the purchase of short-term
investments of $20.6 million and the purchase of capital equipment of $3.5
million. Net cash used in investing activities was $6.4 million for the six
months ended December 31, 1999, primarily due to the purchase of short-term
investments of $3.1 million, the purchase of capital equipment of $1.9 million
and investment in a joint venture of $1.4 million.
Net cash provided by financing activities was $1.3 million for the six
months ended December 31, 2000, primarily related to the proceeds from the
exercise of stock options of $0.8 million and issuance of Ordinary Shares of
$0.5 million pursuant to Employee Stock Purchase Plan. Net cash provided by
financing activities was $64.6 million for the six months ended December 31,
1999, primarily related to the proceeds from issuance of preference share of
$63.8 million and the proceeds from repayment of promissory notes and from
exercise of stock options.
Our principal commitments consist of obligations outstanding under
various operating leases for our facilities. We have experienced an increase in
our capital expenditures and operating lease arrangements, consistent with the
growth in our operations and staffing. We anticipate that this will continue for
the foreseeable future.
We expect to experience continuing growth in our operating expenses,
particularly in sales and marketing expenses, for the foreseeable future. We
anticipate operating expenses and purchases of equipment will constitute the
majority of the future use of our cash resources. In addition, we may use our
cash resources to acquire or make investments in complementary products,
technologies or businesses. We believe that our existing cash, cash equivalents
and short-term investments will be sufficient to fund our operating activities,
capital expenditures and other obligations for at least the next twelve months.
However, we 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.
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 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 derive the majority of our revenues from the sale of advertisements under
short-term contracts, which are difficult to forecast accurately.
Most of our revenues are currently derived from advertising agreements
or sponsorship arrangements. These agreements generally have terms no longer
than two years and, in many cases, the terms are much shorter. Some of our
advertisers are Internet companies
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which, in certain cases, may lack financial resources to fulfill their
commitments. Accordingly, it is difficult to accurately forecast these revenues.
However, our expense levels are based in part on expectations of future revenues
and are fixed over the short term with respect to certain categories. We may be
unable to adjust spending quickly enough to compensate for any unexpected
revenue shortfall. Accordingly, the cancellation or deferral of advertising or
sponsorship contracts could have a material adverse effect on our financial
results. Because our operating expenses are likely to increase over the near
term, to the extent that our expenses increase but our revenues do not, our
business, operating results, and financial condition may be materially and
adversely affected.
We have a history of losses and we anticipate future losses.
We have never been profitable. As of December 31, 2000, we had an
accumulated deficit of approximately $82.1 million. We anticipate that we will
continue to incur operating losses for the foreseeable future due to increased
sales and marketing costs, additional personnel hires and our continuing
branding campaign. 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 therefore
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 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 China's Ministry of Information Industry. 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, the majority 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 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.
We may be adversely affected by Chinese government regulation of Internet
companies.
China has begun to regulate its Internet sector by making pronouncements
or enacting regulations regarding the legality of foreign investment in the
Chinese Internet sector, the existence and enforcement of content restrictions
on the Internet and the availability of securities offerings by companies
operating in the Chinese Internet sector. In the opinion of our Chinese counsel,
the ownership of BSRS and its businesses comply with existing Chinese laws and
regulations. There are, however, substantial uncertainties regarding the proper
interpretation of current and future Chinese Internet laws and regulations.
Issues, risks and uncertainties relating to China government regulation
of the Chinese Internet sector include the following:
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A prohibition of foreign investment in businesses providing value-added
telecommunication services, including computer information services or
electronic mail box services, may be applied to Internet businesses such as
ours. Some officials of the Chinese Ministry of Information, or MII, have taken
the position that foreign investment in the Internet sector is prohibited.
The MII has also stated recently that it intends to adopt new laws or
regulations governing foreign investment in the Chinese Internet sector in the
near future. If these new laws or regulations forbid foreign investment in the
Internet sector, our business will be severely impaired.
In October 2000, the United States granted China permanent, normal trade
status facilitating China's ability to enter into the World Trade Organization,
or WTO. If China does join the WTO, foreign investment in Chinese Internet
services may be liberalized to allow for 49% foreign ownership in key
telecommunication services, including Chinese Internet ventures, for the first
two years after China's entry into the WTO and 50% thereafter.
In September 2000, the Chinese government issued a regulation concerning
the licensing requirements of Internet companies and the forms of content
acceptable on a Web site regulated by the Chinese government. In November 2000,
the Chinese government issued additional regulations requiring Chinese Internet
sites to use news from state-controlled media subject to certain limited
exceptions. In November 2000, the Chinese government also promulgated
regulations governing the use of chat room and bulletin-board systems requiring
Chinese Internet companies to obtain approval for each category of chat room,
banning certain content from chat rooms and holding Internet companies
potentially liable for prohibited information that may appear in chat rooms.
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.
Accordingly, it is possible that the relevant Chinese authorities could,
at any time, assert that any portion or all of our existing or future ownership
structure and businesses, or this offering, violates existing or future Chinese
laws and regulations. It is also possible that the new laws or regulations
governing the Chinese Internet sector that may be adopted in the future will
prohibit or restrict foreign investment in, or other aspects of, any of our
current or proposed businesses and operations or require governmental approvals
for this offering. In addition, these new laws and regulations may be
retroactively applied to us.
If we are found to be in violation of any existing or future Chinese
laws or regulations, the relevant Chinese authorities would have broad
discretion in dealing with such a violation, including, without limitation, the
following: levying fines; revoking our business license; requiring us to
restructure our ownership structure or operations; and requiring us to
discontinue any portion or all of our Internet business. Any of these actions
could cause our business to suffer and the price of our ordinary share to
decline.
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 general
manager of China operation, 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 is 70% owned by Zhidong Wang, our president and
chief executive officer and 30% owned by Yan Wang and which we refer to as 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 will sell advertising space on www.sina.com.cn to the Ad Company.
The Ad Company, in turn, will sell 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.
The ICP Company is controlled by Zhidong Wang, our president and chief
executive officer. As a result, our contractual relationships with the ICP
Company would be viewed as entrenching his management position or transferring
certain value to him, especially if any conflict arose with him.
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 he 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 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 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.
In November 2000, the Chinese government also promulgated regulations
governing the use of chat room and bulletin-board systems requiring Chinese
Internet companies to obtain approval for each category of chat room, banning
certain content from chat rooms and holding Internet companies potentially
liable for prohibited information that may appear in chat rooms. We have not
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obtained all the requisite approvals set forth in these regulations and thus
cannot assure you that our business, financial condition and results of
operations will not be materially and adversely affected by the application of
these regulations.
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 Ministry
of Information and Industry. 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!, Cable & Wireless 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, Intel Corporation is a major shareholder of
Sohu.com, 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.
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.
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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 AltaVista and
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 changes to our executive management team. On
January 31, 2001, Victor Lee resigned as our Chief Financial Officer. We also
had two chief financial officers resign in 1999. Following our acquisition of
Sinanet.com, James Sha served as our chief executive officer from March 1999 to
August 1999. Mr. Sha resigned as chief executive officer on August 31, 1999 and
resigned as a member of our Board of Directors on September 26, 1999. In August
1999, Zhidong Wang, who has served as our president since October 1997, was
promoted to the position of chief executive officer. 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.
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 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.
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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. In the future, we
may also conduct business in additional foreign countries and generate revenues
and incur expenses and liabilities in other foreign currencies. 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 in
Asia, 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 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,
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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.
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
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requirements. We believe that we were not a PFIC or an FPHC for 2000 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 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 2000, the closing sale prices of our common
stock on the Nasdaq Stock Market ranged from $3.12 to $54.50 and the sale price
of our common stock closed at $3.91 on January 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.
The possible sale of a substantial number of shares in the public market could
adversely affect the price for our shares.
If our shareholders sell substantial amounts of our ordinary shares,
including shares issued upon the exercise of outstanding options and warrants,
in the public market, the market price of our ordinary shares could fall
dramatically. Currently, approximately 35,000,000 shares are held by our
existing shareholders which may be sold in the public market in the future
pursuant to, and subject to the restrictions of, Rule 144, 144(k), 145 or 701
under the Securities Act. Our directors, executive officers and our principal
shareholders have agreed with our underwriters not to offer, sell, contract to
sell, or otherwise dispose of, directly or indirectly, any ordinary shares, or
any securities convertible into or exercisable or exchangeable for ordinary
shares for a period of 180 days following our initial public offering. This
period expired on October 9, 2000.
Item 3. 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. 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.
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PART II---OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings pending or, to our knowledge,
threatened against us.
Item 2. Changes in Securities and Use of Proceeds
The effective date of the Registration Statement for the Company's
initial public offering, filed on Form F-1 under the Securities Act of 1933
(File No. 333-11718), was April 12, 2000. The class of securities registered was
Ordinary Shares. The offering commenced on April 13, 2000. The managing
underwriters for the offering were Morgan Stanley Dean Witter, China
International Capital Corporation, Chase H&Q, and Robertson Stephens.
Pursuant to the Registration Statement, the Company sold 4,600,000
shares of its Ordinary Shares for an aggregate offering price of $78.2 million.
The Company incurred expenses of approximately $9.1 million, of which
$5.5 million represented underwriting discounts and commissions and
approximately $3.6 million represented other expenses related to the offering.
The net offering proceeds to the Company after total expenses were $ 69.1
million.
We plan to use the net proceeds for working capital and other general
corporate purposes. A portion of the net proceeds may be used for the
acquisition of businesses, products and technologies that are complementary to
our own. The remaining net proceeds have been invested in cash, cash equivalents
and short-term investments. The use of the proceeds from the offering does not
represent a material change in the use of proceeds described in the prospectus.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On November 21, 2000, the Company held its Annual Meeting of
Shareholders. At the meeting, the shareholders elected as directors Wang Zhidong
(with 21,417,756 shares voting for and 15,369 withheld) and Yongji Duan (with
21,417,756 shares voting for and 15,369 withheld). The terms of the following
directors not subject to reelection this year continued after the meeting:
Pehong Chen, Daniel Chiang, Lip-Bu Tan and Ter Fung Tsao. The shareholders also
ratified the appointment of PricewaterhouseCoopers LLP as the independent
accountants for the Company for the year ending June 30, 2001 (with 21,421,266
shares voting for, 10,084 against, and 1,775 abstaining).
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
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
(b) Reports on Form 8-K.
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No reports on Form 8-K were filed by SINA.com during the quarter ended
December 31, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SINA.com
Dated: February 9, 2001 By: /s/ Charles Chao
---------------------------------
Charles Chao
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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Index to Exhibits
Exhibit
Number Description
------- -----------
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