UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-30698
SINA CORPORATION
| Cayman Islands | 52-2236363 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(86-21) 6289 5678
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).
Yes þ No o
The number of shares outstanding of the registrants ordinary shares as of May 5, 2005 was 51,837,759.
SINA CORPORATION
INDEX
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| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
| EXHIBIT 32.1 | ||||||||
| EXHIBIT 32.2 | ||||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SINA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
| March 31, | December 31, | |||||||
| 2005 | 2004 | |||||||
| (unaudited) | ( audited) | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 150,499 | $ | 153,768 | ||||
Short-term investments |
132,931 | 121,867 | ||||||
Accounts receivable, net of allowances for doubtful accounts of
$1,676 and $1,754, respectively |
32,131 | 39,942 | ||||||
Short-term deferred tax assets |
735 | 689 | ||||||
Prepaid expenses and other current assets |
9,749 | 10,699 | ||||||
Total current assets |
326,045 | 326,965 | ||||||
Investment in Tidetime Sun |
5,347 | 5,468 | ||||||
Property and equipment, net of accumulated depreciation of
$21,402 and $19,446, respectively |
17,456 | 16,152 | ||||||
Long-term investments |
4,775 | 4,541 | ||||||
Intangible assets, net of accumulated amortization of
$6,192 and $5,151, respectively |
12,177 | 13,218 | ||||||
Goodwill |
61,172 | 61,172 | ||||||
Other assets |
2,783 | 2,909 | ||||||
Total assets |
$ | 429,755 | $ | 430,425 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 2,832 | $ | 2,052 | ||||
Accrued liabilities |
56,561 | 68,384 | ||||||
Income taxes payable |
3,675 | 4,502 | ||||||
Total current liabilities |
63,068 | 74,938 | ||||||
Convertible Debt |
100,000 | 100,000 | ||||||
Other long-term liabilities |
1,955 | 2,142 | ||||||
Total liabilities |
165,023 | 177,080 | ||||||
Commitments and contingencies (Note 13) |
||||||||
Shareholders equity: |
||||||||
Ordinary Shares: $0.133 par value; 150,000 shares authorized;
51,531 and 51,359 shares issued and outstanding |
6,857 | 6,834 | ||||||
Additional paid-in capital |
265,478 | 263,912 | ||||||
Accumulated deficit |
(6,748 | ) | (17,058 | ) | ||||
Accumulated other comprehensive income (loss): |
||||||||
Unrealized loss on investment in marketable securities |
(923 | ) | (395 | ) | ||||
Cumulative translation adjustments |
68 | 52 | ||||||
Total shareholders equity |
264,732 | 253,345 | ||||||
Total liabilities and shareholders equity |
$ | 429,755 | $ | 430,425 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amount)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
Net revenues: |
||||||||
Advertising |
$ | 16,648 | $ | 13,118 | ||||
Non-advertising |
29,200 | 28,270 | ||||||
| 45,848 | 41,388 | |||||||
Cost of revenues: |
||||||||
Advertising |
5,894 | 4,332 | ||||||
Non-advertising |
9,040 | 8,194 | ||||||
| 14,934 | 12,526 | |||||||
Gross profit |
30,914 | 28,862 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
11,484 | 7,098 | ||||||
Product development |
3,702 | 1,974 | ||||||
General and administrative |
4,697 | 3,215 | ||||||
Amortization of intangible assets |
1,041 | 484 | ||||||
Total operating expenses |
20,924 | 12,771 | ||||||
Income from operations |
9,990 | 16,091 | ||||||
Interest income |
1,532 | 1,220 | ||||||
Amortization of convertible debt issuance cost |
(171 | ) | (171 | ) | ||||
Gain on investments |
56 | 59 | ||||||
Loss on equity investments |
(566 | ) | (333 | ) | ||||
Income before income taxes |
10,841 | 16,866 | ||||||
Provision for income taxes |
(531 | ) | (824 | ) | ||||
Net income |
$ | 10,310 | $ | 16,042 | ||||
Basic net income per share |
$ | 0.20 | $ | 0.33 | ||||
Diluted net income per share |
$ | 0.18 | $ | 0.28 | ||||
Weighted average shares: |
||||||||
Basic |
51,431 | 49,329 | ||||||
Diluted |
58,502 | 57,826 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited, in thousands)
| Ordinary | ||||||||||||||||||||||||||||||||
| Shares | ||||||||||||||||||||||||||||||||
| Additional | Subject to | Total | ||||||||||||||||||||||||||||||
| Ordinary Shares | Paid-in | Subsequent | Accumulated | Shareholders | Comprehensive | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Issuance | Deficit | Others | Equity | Income | |||||||||||||||||||||||||
Balances at December 31, 2004 |
51,359 | $ | 6,834 | $ | 263,912 | $ | | $ | (17,058 | ) | $ | (343 | ) | $ | 253,345 | |||||||||||||||||
Issuance of ordinary shares pursuant to
stock plans |
172 | 23 | 1,566 | | | | 1,589 | |||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Net income |
| | | | 10,310 | | 10,310 | $ | 10,310 | |||||||||||||||||||||||
Unrealized loss on investments in
marketable securities |
| | | | | (528 | ) | (528 | ) | $ | (528 | ) | ||||||||||||||||||||
Currency translation adjustments |
| | | | | 16 | 16 | 16 | ||||||||||||||||||||||||
Comprehensive income |
$ | 9,798 | ||||||||||||||||||||||||||||||
Balances at March 31, 2005 |
51,531 | $ | 6,857 | $ | 265,478 | $ | | $ | (6,748 | ) | $ | (855 | ) | $ | 264,732 | |||||||||||||||||
| Ordinary | ||||||||||||||||||||||||||||||||
| Shares | ||||||||||||||||||||||||||||||||
| Additional | Subject to | Total | ||||||||||||||||||||||||||||||
| Ordinary Shares | Paid-in | Subsequent | Accumulated | Shareholders | Comprehensive | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Issuance | Deficit | Others | Equity | Income | |||||||||||||||||||||||||
Balances at December 31, 2003 |
48,627 | $ | 6,471 | $ | 236,222 | $ | 1,349 | $ | (83,054 | ) | $ | (1,481 | ) | $ | 159,507 | |||||||||||||||||
Issuance of ordinary shares pursuant to
stock plans |
1,217 | 162 | 7,466 | | | | 7,628 | |||||||||||||||||||||||||
Business acquisition |
372 | 49 | 9,835 | (1,349 | ) | | | 8,535 | ||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||
Net income |
| | | | 16,042 | | 16,042 | $ | 16,042 | |||||||||||||||||||||||
Unrealized gain on investments in
marketable securities |
| | | | | 2,883 | 2,883 | $ | 2,883 | |||||||||||||||||||||||
Currency translation adjustments |
| | | | | 4 | 4 | 4 | ||||||||||||||||||||||||
Comprehensive income |
$ | 18,929 | ||||||||||||||||||||||||||||||
Balances at March 31, 2004 |
50,216 | $ | 6,682 | $ | 253,523 | $ | | $ | (67,012 | ) | $ | 1,406 | $ | 194,599 | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
SINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Three months ended | ||||||||
| March 31, | ||||||||
| 2005 | 2004 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 10,310 | $ | 16,042 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Provision for doubtful accounts |
(78 | ) | (248 | ) | ||||
Loss on equity investments |
566 | 333 | ||||||
Loss on disposal of fixed assets |
20 | 5 | ||||||
Depreciation |
1,979 | 1,348 | ||||||
Amortization of convertible debt issuance cost |
171 | 171 | ||||||
Amortization of intangible assets |
1,041 | 484 | ||||||
Gain on investments |
(56 | ) | (59 | ) | ||||
Changes in assets and liabilities (net of effect of acquisition): |
||||||||
Accounts receivable |
7,889 | (4,933 | ) | |||||
Short-term deferred tax assets |
(46 | ) | | |||||
Prepaid expenses and other current assets |
950 | (367 | ) | |||||
Other assets |
(45 | ) | 1 | |||||
Accounts payable |
780 | 127 | ||||||
Income taxes payable |
(827 | ) | (185 | ) | ||||
Accrued liabilities |
44 | 6,918 | ||||||
Net cash provided by operating activities |
22,698 | 19,637 | ||||||
Cash flows from investing activities: |
||||||||
Acquisition of property and equipment |
(3,303 | ) | (2,106 | ) | ||||
Cash paid for business acquisition, net of cash acquired |
(12,038 | ) | (8,729 | ) | ||||
Investments in joint ventures |
(800 | ) | (670 | ) | ||||
Deposit for business acquisition |
| (6,282 | ) | |||||
Purchase of short-term investments, net |
(11,701 | ) | (27,247 | ) | ||||
Proceeds from sale of investments |
286 | 295 | ||||||
Net cash used in investing activities |
(27,556 | ) | (44,739 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from issuance of ordinary shares, net |
1,589 | 7,628 | ||||||
Net cash provided by financing activities |
1,589 | 7,628 | ||||||
Net decrease in cash and cash equivalents |
(3,269 | ) | (17,474 | ) | ||||
Cash and cash equivalents at the beginning of the period |
153,768 | 158,148 | ||||||
Cash and cash equivalents at the end of the period |
$ | 150,499 | $ | 140,674 | ||||
Supplemental disclosure of investing activities: |
||||||||
Cash paid for business acquisition* |
$ | (12,038 | ) | $ | (10,246 | ) | ||
Cash acquired |
| 1,517 | ||||||
Cash paid for business acquisition, net |
$ | (12,038 | ) | $ | (8,729 | ) | ||
Supplemental
disclosure of noncash financing activities: |
||||||||
Ordinary shares issued for business acquisition |
$ | | $ | 9,884 | ||||
* Cash paid for business acquisition during the three months ended March 31, 2005 includes advance payment of $12,000 for the additional consideration paid to Crillion Corporation for its achievement of the 2004 performance target which were accrued as of December 31, 2004.
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
SINA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Business
SINA Corporation (SINA or the Company), a Cayman Islands corporation, is a leading online media company and value-added information service provider in the Peoples Republic of China (the PRC or China) and the global Chinese communities. With a branded network of localized websites targeting Greater China and overseas Chinese, the Company provides services through five major business lines including SINA.com (online news and content), SINA Mobile (mobile value-added services or MVAS), SINA Online (community-based services and games), SINA.net (search and enterprise services) and SINA E-Commerce (online shopping and travel). Together these business lines provide an array of services including region-focused online portals, MVAS, search and directory, interest-based and community-building channels, free and premium email, online games, virtual ISP, classified listings, fee-based services, e-commerce and enterprise e-solutions.
2. Summary of Significant Accounting Policies
Principles of consolidation and basis of presentation
The accompanying interim condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (GAAP), consistent in all material respects with those applied in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. The interim financial information is unaudited but reflects all adjustments which are, in the opinion of management, necessary to provide fair condensed consolidated balance sheets, condensed statements of operations, condensed statements of shareholders equity and condensed statements of cash flows for the interim periods presented. Such adjustments are normal and recurring except as otherwise noted. The Condensed Consolidated Balance Sheet as of December 31, 2004 is derived from the December 31, 2004 audited financial statements. You should read these interim condensed consolidated financial statements in conjunction with the audited financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and variable interest entities (VIEs) for which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated. Investments in entities in which the Company can exercise significant influence, but which are less than majority owned and not otherwise controlled by the Company, are accounted for under the equity method. The Company has adopted FASB Interpretation No. (FIN) 46R Consolidation of Variable Interest Entities (FIN 46R), an Interpretation of ARB No. 51. FIN 46R requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIEs or is entitled to receive a majority of the VIEs residual returns. To comply with PRC laws and regulations, the Company provides substantially all its Internet content provision, MVAS and advertising services in China via its VIEs. These VIEs are wholly or partially owned by certain employees of the Company. The capital for the VIEs are funded by the Company and recorded as interest-free loans to these PRC employees. These loans were eliminated with the capital of the VIEs during consolidation. As of March 31, 2005, the total amount of interest-free loans to these PRC employees was $9.0 million. The aggregate accumulated losses of all VIEs were approximately $2.4 million and have been included in the condensed consolidated financial statements.
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements. Certain prior year amounts have been reclassified to conform to the current year presentation.
Allowances for doubtful accounts
The Company determines the allowance for doubtful accounts based on actual bad debt rate in the prior year and other factors. The Company also provides specific provisions for bad debts when facts and circumstances indicate that the receivable is unlikely to be collected, including an assessment of all receivables over 180 days. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
7
Available for sale securities investments
Investments classified as available for sale securities are reported at fair value with unrealized gains (losses), if any, recorded as accumulated other comprehensive income in shareholders equity. Realized gains or losses are charged to income statement during the period in which the gain or loss is realized. If the Company determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss. The new cost basis will not be changed for subsequent recoveries in fair value. Determination of whether declines in value are other-than-temporary requires significant judgment. Subsequent increases and decrease in the fair value of available for sale securities will be included in comprehensive income through a credit or charge to shareholders equity except for an other-than-temporary impairment which will be charged to income statement.
Investments classified as available for sale securities include marketable equity securities of Tidetime Sun (Group) Limited (Tidetime Sun), previously called Sun Media Group (see Note 4 Investment in Tidetime Sun), and marketable debt securities included in the short-term investments. The Company invests in marketable debt securities that are readily available for operating or acquisition purposes and, accordingly, classifies them as short-term investments.
Goodwill and intangible assets, net
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Companys acquisitions of interests in its subsidiaries and VIEs. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Intangible Assets (SFAS 142) on January 1, 2002. Under SFAS 142, goodwill is no longer amortized, but tested for impairment upon first adoption and annually thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company assess goodwill for impairment periodically in accordance with SFAS 142.
The Company applies the criteria specified in SFAS No. 141, Business Combinations (SFAS 141) to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the contractual-legal or separability criterion. Per SFAS 142, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets (SFAS 144). Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at fair value upon acquisition. Intangible assets are amortized over their estimated useful lives from one to ten years. The Company reviews the amortization methods and estimated useful lives of intangible assets regularly. The recoverability of an intangible to be held and used is evaluated by comparing the carrying amount of the intangible to its future net undiscounted cash flows. If the intangible is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible exceeds the fair value of the intangible calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.
Revenue recognition
Advertising
Advertising revenues are derived principally from online advertising and sponsorship arrangements. Online advertising arrangements allow advertisers to place advertisements on particular areas of the Companys websites, in particular formats and over particular periods of time. Advertising revenues from online advertising arrangements are recognized ratably over the displayed period of the contract when the collectibility is reasonably assured. Sponsorship arrangements allow advertisers to sponsor a particular area on its websites 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 online advertising and sponsorship arrangements to be placed on the Companys websites are recognized ratably over the term of such programs. In accordance with Emerging Issues Task Force (EITF) No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, advertising arrangements involving multiple deliverables are broken down into single-element arrangements based on relative fair value for revenue recognition purpose, when possible. The Company recognizes revenue on the elements delivered and defers the recognition of revenue for the fair value of the undelivered elements until the remaining obligations have been satisfied.
8
Revenues from barter transactions are recognized during the period in which the advertisements are displayed on the companys properties. Barter transactions are recorded at the lower of the fair value of the goods and services received or the fair value of the advertisement given, provided the fair value of the transaction is reliably measurable. Revenues from barter transactions were minimal for all periods presented.
Non-advertising
MVAS. MVAS revenues are derived principally from providing mobile phone users with short messaging service (SMS), multimedia messaging service (MMS), ring back tone (RBT), wireless application protocol (WAP) and interactive voice response system (IVR). These services include news and other content subscriptions, mobile dating service, picture and logo download, ring tones, ring back tones, mobile games, chat rooms and access to music files. Revenues from MVAS are charged on a monthly or per-usage basis. Such revenues are recognized in the period in which the service is performed, provided that no significant company obligations remain, collection of the receivables is reasonably assured and the amounts can be accurately estimated.
The Company contracts with China Mobile Communication Corporation (China Mobile) and its subsidiaries and China Unicom Co., Ltd. (China Unicom) and its subsidiaries and other mobile operators, for billing and transmission services related to the MVAS transmitted to its users. In accordance with EITF No. 99-19, Reporting Revenues Gross as a Principal Versus Net as an Agent, revenues are recorded on a gross basis when the Company is considered the primary obligor to the MVAS users. Under the gross method, the amounts billed to MVAS users are recognized as revenues and the fees charged or retained by the third party mobile operators are recognized as cost of revenues. Revenues on MVAS where the Company is not considered the primary obligor to the user are recorded on a net basis. Under the net method, revenues are recorded net of fees charged or retained by the third party mobile operators.
Due to the time lag between when the services are rendered and when the mobile operator billing statements are received, MVAS revenues are estimated based on our internal records of billings and transmissions for the month, adjusting for prior periods confirmation rates with mobile operators and prior periods discrepancies between internally estimated revenues and actual revenues confirmed by mobile operators. The confirmation rate applied to the estimation of revenue is determined at the lower of the latest confirmation rate available and the average of six months historical rates available, provided that the Company has obtained confirmation rates for six months. If the Company has not yet received confirmation rates for six months, revenues would be deferred until billing statements are received from the mobile operators. Historically, there have been no significant true up adjustments to the revenue estimates.
Historically, due to the time lag of receiving billing statements from mobile operators and the lack of adequate information to make estimates, the Company has adopted a one-month lag reporting policy for MVAS revenues. Such policy has been applied on a consistent basis and does not apply to MVAS revenues from acquired entities Memestar Limited and Crillion Corporation. For the quarters ended March 31, 2005 and 2004, the Company recorded MVAS revenues in the amount of $26.5 million and $25.8 million, respectively. If the Company had not used the one-month lag reporting policy, its revenues from MVAS would have been $26.3 million and $26.6 million, respectively.
China Mobile and its subsidiaries have started transitioning MVAS providers to a new billing platform for SMS since the middle of 2004. Certain of their provincial subsidiaries have required the Company to switch to this new billing platform recently. Other provincial subsidiaries will require the Company to switch to the new billing platform in other provinces in the future. China Unicom and its subsidiaries are also in the process of implementing a new billing system. The new billing platforms may result in more controls by the mobile operators in the operation, a higher failure rate for fee collection from the Companys users or make it more difficult for the Company to recruit new users and hence may reduce its revenues from MVAS significantly. The Company has been monitoring the extent of the impact of the new billing platforms to its business and its confirmation rates used. In addition, the Company has been evaluating the current MVAS revenue recognition policy. If there were no consistent confirmation rates trend or there are continuous significant true up adjustments to its estimates under the new billing platforms, its current policy of estimating MVAS revenues may not be appropriate. The Company may have to record the MVAS revenues when it receives the billing statements from third-party mobile operators. Due to the time lag of receiving the billing statements, its MVAS revenues may fluctuate with the collection of billing statements if the Company were to record the MVAS revenues when it received the billing statements. As of March 31, 2005, almost all of the significant provincial subsidiaries of China Mobile have moved to the new billing platform. The Company is not yet able to isolate the effect of the new platform on the collection failure rates, however, in general the new billing systems have resulted in a higher failure rate on its billing.
9
The Company purchases certain contents from third-party content providers for its MVAS. Most of these arrangements state that the fees payable to the third-party content providers are calculated based on certain percentages of the revenue earned by their contents after deducting the fees paid to the third-party mobile operators. The Companys MVAS revenues are inclusive of such fees since the Company acts as the principal in these arrangements by having the ability to determine the fees charged to end users and being the primary obligor to the end users with respect to providing such services.
Fee-based services. Fee-based services allow the Companys users to subscribe to services on its websites including online games, virtual ISP and paid email services. Revenues from these services are recognized in the period in which the service is performed, provided that no significant company obligations remain, collection of the receivables is reasonably assured and the amounts can be accurately estimated.
E-commerce. E-commerce revenues are derived principally from slotting fees charged to merchants for selective positioning and promoting their goods or services within the Companys 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 its website while the commission revenue is recognized on a net basis after both successful online verification of customers credit cards and shipment of products. Product returns have not been significant and are assumed by vendors.
Enterprise services. Enterprise services mainly include paid search and directory listings, corporate emails, classified listings and enterprise e-solutions. Revenues are recognized in the period in which the service is performed, provided that no significant company obligations remain, collection of the receivables is reasonably assured and the amounts can be accurately estimated.
In accordance with GAAP, the recognition of these revenues is partly based on the Companys assessment of the probability of collection of the resulting accounts receivable balance. As a result, the timing or amount of revenue recognition may have been different if the Companys assessments of the probability of collection of accounts receivable had been different.
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 FIN 44 and EITF No. 00-23, Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FASB Interpretation No.#44 and complies with the disclosure provisions of SFAS 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure (SFAS 148). Under APB No. 25, as amended, compensation cost is, in general, recognized based on the difference, if any, on the date of grant between the fair value of the Companys stock and the amount an employee must pay to acquire the stock. Total compensation cost as determined at the grant date of option is recorded in shareholders equity as additional paid-in capital with an offsetting entry recorded to deferred stock compensation. Deferred stock compensation is amortized over the vesting period of 4 years 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. SFAS 148 amends SFAS 123 to provide alternative methods of transition for companies that voluntarily change to the fair value-based method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provisions of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.
10
Had compensation cost for the Companys stock-based compensation plans been determined based on the fair value at the grant dates for the awards under a method prescribed by SFAS 123, the Companys net income per share would have been adjusted to the pro forma amounts as follows:
| Three months ended March 31, | ||||||||
| 2005 | 2004 | |||||||
| (Unaudited, in thousands) | ||||||||
Net income: |
||||||||