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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

(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)

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 Registrant’s 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 registrant’s ordinary shares as of May 5, 2005 was 51,837,759.

 
 


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SINA CORPORATION

INDEX

      Page no.
       
       
    3  
    4  
    5  
    6  
    7  
    19  
    43  
    44  
       
    45  
    45  
    45  
    45  
    45  
    45  
    45  
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1
 EXHIBIT 32.2

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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.

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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.

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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.

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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.

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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 People’s 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 Company’s 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 Company’s 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 VIE’s 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.

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     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 Company’s 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 Company’s 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 Company’s 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.

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     Revenues from barter transactions are recognized during the period in which the advertisements are displayed on the company’s 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 Company’s 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.

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     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 Company’s 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 Company’s 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 Company’s online mall, SinaMall, and from commissions calculated as a percentage of the online sales transaction value of the merchants. Slotting fee revenue is recognized ratably over the period the products are shown on 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 Company’s 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 Company’s 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 Company’s 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.

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     Had compensation cost for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for the awards under a method prescribed by SFAS 123, the Company’s 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: