UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

SINA Corporation

(Registrant’s Name)

Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-                    

 

 

EXPLANATORY NOTE

This Form 6-K/A amends the Form 6-K of SINA Corporation (the “Company”) furnished to the Securities and Exchange Commission on August 11, 2008, including the press release and the unaudited financial results as of June 30, 2008 and for the three months ended June 30, 2008 (the “Q2 2008 Press Release”).

The Company’s results for the second quarter of 2008 included $2.7 million of net foreign exchange gains mainly related to dividend distributions from certain subsidiaries in the PRC (“foreign exchange gains”), which the Company recognized as other income under non-operating income. After reviewing the accounting treatment for the foreign exchange gains, the Company and its independent accountant determined that the requirements for releasing cumulative translation adjustments of liquidated foreign subsidiaries and recognizing the released amounts as foreign exchange gains in the income statement under Statement of Financial Accounting Standards No. 52, Foreign Currency Translation (“SFAS 52”) and FASB Interpretation 37, Accounting for Translation Adjustments upon Sale of Part of an Investment in a Foreign Entity-an interpretation of FASB Statement No. 52 (“FIN 37”) were not met, and the Company is, therefore, required to reverse such gains from non-operating income and net income in the relevant period covered by the Q2 2008 Press Release.

As a result, the accompanying unaudited financial results have been restated from the amounts previously reported for the three and six months ended June 30, 2008. The amounts under the headings “As Reported” reflect the originally reported results. The amounts under the headings “Restated” reflect the registrant’s restated results after this restatement. The adjustments do not impact the Company’s cash position, revenues or income from operations. A summary of the significant effects of the restatement is as follows (in thousands except per share data):

		Three Months Ended								Six Months Ended
		June 30, 2008								June 30, 2008
Consolidated Statement of Operations Data:		As Reported				Restated				As Reported				Restated
Non-operating income:
Interest and other income, net		$	6,704			$	4,051			$	12,924			$	8,291
Net income		$	25,195			$	22,542			$	41,261			$	36,628
Basic net income per share		$	0.45			$	0.40			$	0.74			$	0.66
Diluted net income per share		$	0.42			$	0.37			$	0.68			$	0.61

AMENDMENT

Set forth below are portions of the Q2 2008 Press Release which have been updated to reflect the restated results.

Second Quarter 2008 Highlights

	•		Net revenues increased 53% year over year to $91.3 million, exceeding the Company’s guidance of between $88.0 million and $90.0 million.
	•		Advertising revenues increased 58% year over year to $64.9 million, reaching the high end of the Company’s guidance of between $64.0 million and $65.0 million.
	•		Non-advertising revenues increased 42% year over year to $26.4 million, exceeding the Company’s guidance of between $24.0 million and $25.0 million.
	•		GAAP net income grew 56% year over year to $22.5 million or $0.37 diluted net income per share.
	•		Non-GAAP* net income grew 46% year over year to $23.5 million or $0.39 diluted non-GAAP net income per share.

Financial Results

For the second quarter of 2008, SINA reported total revenues of $91.3 million, representing a 53% increase from the same period last year and a 28% increase from last quarter.

Advertising revenues for the second quarter of 2008 totaled $64.9 million, growing 58% from the same period last year and 36% from last quarter. Advertising revenues in China grew 59% year over year, or 37% quarter over quarter, to $64.3 million for the second quarter of 2008. Advertising revenues in the second quarter of 2008 represented 71% of total revenues, up from 69% in the same period last year and 67% in the previous quarter.

Non-advertising revenues for the second quarter of 2008 totaled $26.4 million, representing a 42% increase from the same period in 2007 and a 12% increase from the previous quarter. For the second quarter of 2008, MVAS revenues, which accounted for 93% of non-advertising revenues, grew 44% from the same period last year and 13% from last quarter to $24.5 million.

Gross margin for the second quarter of 2008 was 62%, compared to 62% in the same period last year and 59% in the last quarter. Advertising gross margin for the second quarter of 2008 was 64%, compared to 62% in the same period last year and 60% in the previous quarter. Excluding stock-based compensation and amortization expense of intangible assets, advertising gross margin in the second quarter of 2008 was 65%, compared to 63% in the same period last year and 62% in the previous quarter. The increase in advertising gross margin was due to revenues growing faster than cost of sales. MVAS gross margin for the second quarter of 2008 was 55%, compared to 61% in the same period last year and 56% last quarter. The decrease in MVAS gross margin was mainly due to increased costs related to revenue sharing arrangements.

Operating expenses for the second quarter of 2008 totaled $36.6 million, an increase of 49% from the same period last year and an increase of 28% from last quarter. Excluding stock-based compensation and amortization expense of intangible assets, operating expenses for the second quarter of 2008 was $33.4 million, representing an increase of 47% from the same period last year and an increase of 29% from last quarter. The increase in operating expenses mainly relates to higher marketing spending and, to a lesser extent, higher engineering and sales related payroll and other personnel costs.

Interest and other income for the second quarter of 2008 was $4.1 million, compared to $2.6 million from the same period last year and $4.2 million from last quarter. During the second quarter of 2008, the Company recorded a gain of $3.1 million, as a result of selling minority equity interest in one of its subsidiaries to E-House (China) Holdings Ltd.

Provision for income taxes for the second quarter of 2008 was $4.2 million, compared to $1.5 million from the same period last year and $3.6 million from last quarter. The Company made a provision for PRC income taxes for the second quarter of 2008 assuming an effective tax rate of 16%.

Net income for the second quarter of 2008 was $22.5 million, compared to $14.5 million in the same period last year and $14.1 million last quarter. Diluted net income per share for the second quarter of 2008 was $0.37, compared to $0.25 in the same period last year and $0.23 last quarter. Non-GAAP net income for the second quarter of 2008 totaled $23.5 million, compared to $16.1 million in the same period last year and $17.6 million in the previous quarter. Non-GAAP diluted net income per share for the second quarter of 2008 was $0.39, compared to $0.27 in the same period last year and $0.29 last quarter.

As of June 30, 2008, SINA’s cash, cash equivalents and short-term investments totaled $540.9 million, compared to $478.0 million as of December 31, 2007. Cash flow from operating activities for the second quarter of 2008 was $20.8 million, compared to $20.9 million for the same period last year and $24.7 million last quarter.

Non-GAAP Measures

This Form 6-K/A contains non-GAAP financial measures. These non-GAAP financial measures, which are used as measures of the Company’s performance, should be considered in addition to, not as a substitute for, measures of the Company’s financial performance prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”). The Company’s non-GAAP financial measures may be defined differently than similar terms

used by other companies. Accordingly, care should be exercised in understanding how the Company defines its non-GAAP financial measures.

Reconciliations of the Company’s non-GAAP measures to the nearest GAAP measures are set forth in the section below titled “Reconciliation of Non-GAAP to GAAP Results.” These non-GAAP measures include non-GAAP gross profit, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP net income, non-GAAP diluted net income per share and non-GAAP advertising gross margin.

The Company’s management uses non-GAAP financial measures to gain an understanding of the Company’s comparative operating performance (when comparing such results with previous periods or forecasts) and future prospects. The Company’s non-GAAP financial measures exclude certain special items, including stock-based compensation charge, amortization of intangible assets, amortization of convertible debt issuance costs, gain on the sale of business and investments and gain on the sale of minority interest in subsidiary from its internal financial statements for purposes of its internal budgets. Non-GAAP financial measures are used by the Company’s management in their financial and operating decision-making, because management believes they reflect the Company’s ongoing business in a manner that allows meaningful period-to-period comparisons. The Company’s management believes that these non-GAAP financial measures provide useful information to investors and others in the following ways: 1) in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose, and 2) in comparing in a consistent manner the Company’s current financial results with the Company’s past financial results. The Company’s management further believes the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gains and losses (i) that are not expected to result in future cash payments or (ii) that are non-recurring in nature or may not be indicative of its core operating results and business outlook.

The Company’s management believes excluding stock-based compensation from its non-GAAP financial measures is useful for itself and investors as such expense will not result in future cash payment and is otherwise unrelated to the Company’s core operating results.

The Company’s management believes excluding the non-cash amortization expense of intangible assets from its non-GAAP financial measures is useful for itself and investors because they enable a more meaningful comparison of the Company’s cash performance between reporting periods. In addition, such charges will not result in cash settlement in the future.

The Company’s management believes excluding non-cash amortization expense of issuance cost relating to convertible bonds from its non-GAAP financial measure of net income is useful for itself and investors as such expense does not have any impact on cash earnings.

The Company’s management believes excluding gain on the sale of business and investments and gain on the sale of minority interest in subsidiary from its non-GAAP financial measure of net income is useful for itself and investors because such gains are not indicative of the Company’s core operating results.

The non-GAAP financial measures have limitations. They do not include all items of income and expense that affect the Company’s operations. Specifically, these non-GAAP financial measures are not prepared in accordance with GAAP, may not be comparable to non-GAAP financial measures used by other companies and, with respect to the non-GAAP financial measures that exclude certain items under GAAP, do not reflect any benefit that such items may confer to the Company. Management compensates for these limitations by also considering the Company’s financial results as determined in accordance with GAAP.

Safe Harbor Statement

This announcement contains forward-looking statements that relate to, among other things, SINA’s expected financial performance and SINA’s strategic and operational plans. SINA may also make forward-looking statements in the Company’s periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in its proxy statements, in its offering circulars and prospectuses, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. SINA assumes no obligation to update any forward-looking statements in this Form 6-K/A or elsewhere. Statements that are not

historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, SINA’s limited operating history, the current global financial and credit market crisis and its impact on the Chinese economy, the recent slower growth of the Chinese economy, the uncertain regulatory landscape in the People’s Republic of China, including the changes by mobile operators in China to their policies for MVAS, the Company’s ability to develop and market other MVAS products, fluctuations in the Company’s quarterly operating results, the Company’s reliance on online advertising sales and MVAS for a majority of its revenues, the Company’s reliance on mobile operators in China to provide MVAS, any failure to successfully develop and introduce new products and any failure to successfully integrate acquired businesses. Further information regarding these and other risks is included in SINA’s Annual Report on Form 20-F for the year ended December 31, 2007 and its other filings with the Securities and Exchange Commission.

SINA CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. Dollar in thousands, except per share data)

		Three months ended												Six months ended
		June 30,								March 31,				June 30,
		2008				2007				2008				2008				2007
Net revenues:
Advertising		$	64,940			$	41,199			$	47,836			$	112,776			$	72,966
Non-advertising			26,380				18,610				23,479				49,859				38,123
			91,320				59,809				71,315				162,635				111,089
Cost of revenues:
Advertising (a)			23,686				15,493				19,032				42,718				28,835
Non-advertising			11,466				7,136				10,178				21,644				14,650
			35,152				22,629				29,210				64,362				43,485
Gross profit			56,168				37,180				42,105				98,273				67,604
Operating expenses:
Sales and marketing (a)			21,102				12,017				14,997				36,099				23,081
Product development (a)			7,385				5,333				6,014				13,399				10,132
General and administrative (a)			7,824				6,887				7,411				15,235				13,544
Amortization of intangibles			258				258				257				515				661
			36,569				24,495				28,679				65,248				47,418
Income from operations			19,599				12,685				13,426				33,025				20,186
Non-operating income:
Interest and other income, net			4,051				2,589				4,240				8,291				5,249
Gain on sale of business and investments, net			—				830				—				—				830
Gain on investments			3,137				—				—				3,137				—
Amortization of convertible debt issuance cost			—				(171	)			—				—				(342	)
			7,188				3,248				4,240				11,428				5,737
Income before income taxes			26,787				15,933				17,666				44,453				25,923
Provision for income taxes			(4,245	)			(1,477	)			(3,580	)			(7,825	)			(2,859	)
Net income		$	22,542			$	14,456			$	14,086			$	36,628			$	23,064
Basic net income per share		$	0.40			$	0.26			$	0.25			$	0.66			$	0.42
Diluted net income per share		$	0.37			$	0.25			$	0.23			$	0.61			$	0.39
Shares used in computing basic net income per share			55,672				54,884				55,547				55,609				54,686
Shares used in computing diluted net income per share			60,669				59,665				60,239				60,463				59,470
Net income used for diluted net income per share calculation:
Net income		$	22,542			$	14,456			$	14,086			$	36,628			$	23,064
Amortization of convertible debt issuance cost			—				171				—				—				342
		$	22,542			$	14,627			$	14,086			$	36,628			$	23,406
(a) Stock-based compensation included under SFAS 123R was as follows:
Cost of revenues — advertising		$	854			$	441			$	724			$	1,578			$	904
Sales and marketing			617				281				499				1,116				673
Product development			582				400				460				1,042				885
General and administrative			1,743				930				1,619				3,362				1,766

SINA CORPORATION
RECONCILIATION OF NON-GAAP TO GAAP RESULTS
(U.S. Dollar in thousands, except per share data)

		Three months ended												Three months ended												Three months ended
		June 30, 2008												June 30, 2007												March 31, 2008
										Non-GAAP												Non-GAAP												Non-GAAP
		Actual				Adjustments				Results				Actual				Adjustments				Results				Actual				Adjustments				Results
							854	(a)
							89	(b)											441	(a)											724	(a)
Gross profit		$	56,168			$	943			$	57,111			$	37,180			$	441			$	37,621			$	42,105			$	724			$	42,829
							(2,942	)(a)											(1,611	)(a)											(2,578	)(a)
							(258	)(b)											(258	)(b)											(257	)(b)
Operating expenses		$	36,569			$	(3,200	)		$	33,369			$	24,495			$	(1,869	)		$	22,626			$	28,679			$	(2,835	)		$	25,844
							3,796	(a)											2,052	(a)											3,302	(a)
							347	(b)											258	(b)											257	(b)
Income from operations		$	19,599			$	4,143			$	23,742			$	12,685			$	2,310			$	14,995			$	13,426			$	3,559			$	16,985
							3,796	(a)											2,052	(a)
							347	(b)											258	(b)
							(30	)(b)											171	(c)											3,302	(a)
							(3,137	)(e)											(830	)(d)											257	(b)
Net income		$	22,542			$	976			$	23,518			$	14,456			$	1,651			$	16,107			$	14,086			$	3,559			$	17,645
Diluted net income per share		$	0.37							$	0.39			$	0.25							$	0.27			$	0.23							$	0.29
Shares used in computing diluted net income per share			60,669								60,669				59,665								59,665				60,239								60,239
Net income used in computing diluted net income per share:
Net income		$	22,542							$	23,518			$	14,456							$	16,107			$	14,086							$	17,645
Amortization of convertible debt issuance costs			—								—				171								—				—								—
		$	22,542							$	23,518			$	14,627							$	16,107			$	14,086							$	17,645
Gross margin — advertising			64	%			1	%			65	%			62	%			1	%			63	%			60	%			2	%			62	%

		Six months ended												Six months ended
		June 30, 2008												June 30, 2007
										Non-GAAP												Non-GAAP
		Actual				Adjustments				Results				Actual				Adjustments				Results
							1,578	(a)
							89	(b)											904	(a)
Gross profit		$	98,273			$	1,667			$	99,940			$	67,604			$	904			$	68,508
							(5,520	)(a)											(3,324	)(a)
							(515	)(b)											(661	)(b)
Operating expenses		$	65,248			$	(6,035	)		$	59,213			$	47,418			$	(3,985	)		$	43,433
							7,098	(a)											4,228	(a)
							604	(b)											661	(b)
Income from operations		$	33,025			$	7,702			$	40,727			$	20,186			$	4,889			$	25,075
							7,098	(a)											4,228	(a)
							604	(b)											661	(b)
							(30	)(b)											342	(c)
							(3,137	)(e)											(830	)(d)
Net income		$	36,628			$	4,535			$	41,163			$	23,064			$	4,401			$	27,465
Diluted net income per share		$	0.61							$	0.68			$	0.39							$	0.46
Shares used in computing diluted net income per share			60,463								60,463				59,470								59,470
Net income used in computing diluted net income per share:
Net income		$	36,628							$	41,163			$	23,064							$	27,465
Amortization of convertible debt issuance costs			—								—				342								—
		$	36,628							$	41,163			$	23,406							$	27,465
Gross margin — advertising			62	%			2	%*			64	%			61	%			1	%			62	%

SINA CORPORATION
UNAUDITED SEGMENT INFORMATION
(U.S. Dollar in thousands)

		Three months ended												Six months ended
		June 30,								March 31,				June 30,
		2008				2007				2008				2008				2007
Net revenues
Advertising		$	64,940			$	41,199			$	47,836			$	112,776			$	72,966
Mobile related			24,517				17,007				21,691				46,208				35,253
Others			1,863				1,603				1,788				3,651				2,870
		$	91,320			$	59,809			$	71,315			$	162,635			$	111,089
Cost of revenues
Advertising		$	23,686			$	15,493			$	19,032			$	42,718			$	28,835
Mobile related			10,929				6,613				9,524				20,453				13,900
Others			537				523				654				1,191				750
		$	35,152			$	22,629			$	29,210			$	64,362			$	43,485

SINA CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollar in thousands)

		June 30,				December 31,
		2008				2007
Assets
Current assets:
Cash and cash equivalents		$	311,790			$	271,666
Short -term investments			229,129				206,333
Accounts receivable, net			75,088				56,719
Other current assets			11,062				8,840
Total current assets			627,069				543,558
Property and equipment, net			36,319				26,846
Goodwill and intangible assets, net			92,295				89,358
Other assets			2,728				2,501
Total assets		$	758,411			$	662,263
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	4,384			$	940
Accrued liabilities			75,532				56,931
Income taxes payable			12,608				9,079
Convertible debt			99,000				99,000
Total current liabilities			191,524				165,950
Other long-term liabilities			2,509				1,337
Total liabilities			194,033				167,287
Shareholders’ equity			564,378				494,976
Total liabilities and shareholders’ equity		$	758,411			$	662,263

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.