UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
[ ] Registration Statement Pursuant To Section 12(b) or (g) of the
Securities Exchange Act of 1934
OR
[ X ] Annual Report Pursuant To Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the year 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 000-30678
GLOBAL SOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
Global Sources Ltd.
(Transition of Registrant's Name into English)
Bermuda
(Jurisdiction of incorporation or organization)
Cedar House
41 Cedar Avenue
Hamilton, HM 12 Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which registered
Common Shares, $0.01 Par Value NASDAQ National Market
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
26,303,949 common shares, $0.01 par value, outstanding as of February 28, 2001.
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
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 Item 18 X
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TABLE OF CONTENTS
GENERAL INFORMATION
PART I
Page
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Item 1. Identity of Directors, Senior Management and Advisers...........1
Item 2. Offer Statistics and Expected Timetable.........................1
Item 3. Key Information.................................................1
Item 4. Information on the Company.....................................11
Item 5. Operating and Financial Review and Prospects...................22
Item 6. Directors, Senior Management and Employees.....................28
Item 7. Major Shareholders and Related Party Transactions..............33
Item 8. Financial Information..........................................37
Item 9. The Offer and Listing..........................................64
Item 10. Additional Information.........................................64
Item 11. Quantitative and Qualitative Discussion About Market Risk......75
Item 12. Description of Securities other than Equity Securities.........75
PART II
Item 13. Defaults, Dividends Arrearages and Delinquencies...............75
Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds..........................................75
Item 15. (Not Applicable)...............................................75
Item 16. (Not Applicable)...............................................75
PART III
Item 17. Financial Statements...........................................76
Item 18. Financial Statements...........................................76
Item 19. Exhibits
.............................................................................77
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FORWARD - LOOKING STATEMENTS
Except for any historical information contained herein, the matters discussed in
this Annual Report on Form 20-F contain certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to our financial condition, results of operation and business. These
statements relate to analyses and other information which are based on forecasts
of future results and estimates of amounts not yet determinable. These
statements also relate to our future prospects, developments and business
strategies. These forward-looking statements are identified by their use of
terms and phrases such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "predicts," "will" and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend projections, that may cause
our actual future activities and results of operations to be materially
different from those suggested or described in this Annual Report on Form 20-F.
These risks include: product demand; customer satisfaction and quality issues;
labor disputes; competition, including recent intense price competition; our
ability to achieve and execute internal business plans; worldwide political
instability and economic growth; and the impact of any economic downturns and
inflation, including any weakness in the currency, banking and equity markets of
countries in the Asia/Pacific region.
If on or more of these risks or uncertainties materializes, or if underlying
assumptions prove incorrect, our actual results may vary materially from those
expected, estimated or projected. Given these uncertainties, users of the
information included in this Annual Report on Form 20-F, including investors and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We do not intend to update the forward-looking
statements included in this Annual Report.
All references in this Annual Report on Form 20-F to the terms "we," "our,"
"us," the "Company," "Trade Media" and "Global Sources" refer to Global Sources
Ltd. and its subsidiaries. All references to " fiscal" in connection with a year
shall mean the 12 months ended December 31.
PART I
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS - (Not applicable)
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE - (Not applicable)
ITEM 3. KEY INFORMATION
Selected Financial Data
The following historical financial information should be read in conjunction
with our audited consolidated financial statements and related notes all of
which are included elsewhere in this document and "Operating and Finan-
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cial Review and Prospects." The consolidated statements of income data for each
of the three years ended December 31, 1998, 1999, and 2000 and selected
consolidated balance sheet data as of December 31, 1999 and 2000 are derived
from, and qualified by reference to, our audited consolidated financial
statements included elsewhere in this document. The consolidated statements of
income data for each of the years ended December 31, 1996 and 1997 and selected
consolidated balance sheet data as of December 31, 1996, 1997 and 1998 are
derived from our audited financial statements not included in this document.
Year Ended
December 31,
---------------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Income Statement Data:
Revenue:
Online marketplace services................... $2,507 $5,177 $14,602 $25,795 $56,412
Transaction software and services............. 889 1,076 1,228 584 733
Complementary media services.................. 103,126 96,596 76,817 62,116 43,424
Other......................................... 4,401 3,532 3,226 3,379 4,597
----------------------------------------------------------
Total revenue..................................... 110,923 106,381 95,873 91,874 105,166
Operating expenses:
Sales......................................... 32,167 30,537 29,028 31,083 36,549
Circulation................................... 22,295 20,090 15,413 13,069 13,337
General and administrative.................... 40,268 39,460 35,294 32,134 36,197
Online services development................... 1,229 1,366 3,182 3,461 6,665
Non-cash compensation(1)...................... -- -- -- -- 65,689
Other ........................................ 372 372 379 371 2,371
----------------------------------------------------------
Total operating expenses.......................... 96,331 91,825 83,296 80,118 160,808
----------------------------------------------------------
Income/(loss) from operations..................... 14,592 14,556 12,577 11,756 (55,642)
Interest expense.................................. (190) (264) (336) (337) (649)
Interest income................................... 583 646 732 558 1,135
Foreign exchange (losses)/gains, net.............. (459) (4,110) 160 427 50
Write-down of investments......................... -- -- -- -- (11,750)
----------------------------------------------------------
Income/(loss) before income taxes................. 14,526 10,828 13,133 12,404 (66,856)
Income tax provision.............................. (1,477) (1,338) (1,552) (1,435) (1,277)
----------------------------------------------------------
Income/(Loss) before minority interest............ $13,049 $9,490 $ 11,581 $10,969 $(68,133)
Equity in loss of affiliate....................... - - - - (51)
Minority interest................................. - - - - (37)
----------------------------------------------------------
Net income/(loss)................................. $13,049 $9,490 $11,581 $10,969 $(68,221)
==========================================================
Basic and diluted net income per share............ $0.52 $0.38 $0.46 $0.44 $(2.63)
==========================================================
Cash dividends declared per share................. 0.64 0.54 0.80 0.60 --
Weighted average shares outstanding(2)............ 25,051 25,051 25,051 25,051 25,948
December 31
----------------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
Balance Sheet Data:
Cash and cash equivalents..................... $21,356 $15,943 $15,713 $15,433 $12,727
Total assets.................................. 56,604 49,291 46,960 46,645 55,706
Long-term debt, less current portion.... 7,525 7,333 5,366 3,540 16,084
Stockholders' equity.................... 22,115 18,105 9,686 5,710 8,161
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--------------------
1. Reflects the expense resulting primarily from a one time grant of common
shares to our chairman and chief executive officer in February 2000. Prior
to this grant, our chairman and chief executive officer held none of our
common shares. Effective August 30, 2000, the entire grant was accelerated
and fully vested.
2. On April 14, 2000, in conjunction with our share exchange, we effectively
consummated a 2,505 for 1 stock split. All share and per share amounts have
been restated for all periods presented. For a further discussion of our
recent share exchange, please see Note 21 of our consolidated financial
statements appearing elsewhere in this document.
Risk Factors
In addition to other information in this Report, the following risk factors
should be carefully considered in evaluating Global Sources and its business
because such factors currently may have a significant impact on Global Sources'
business, operating results and financial condition. As a result of the risk
factors set forth below and elsewhere in this Report, and the risks discussed in
Global Sources' other Securities and Exchange Commission filings, actual results
could differ materially from those projected in any forward-looking statements.
We have a limited history in the online marketplace business and may be unable
to expand our online marketplace services revenues.
We have a limited operating history in the online marketplace services business.
We have a limited e-commerce operating history upon which you may evaluate us.
We expect to generate revenue in the future primarily from our online
marketplace and related services. Our online marketplace revenue model is
evolving and may change significantly in the future. Currently, we derive most
of our online marketplace revenue from monthly fees paid by suppliers for
Marketing Websites. All of our other online marketplace services, such as banner
advertising, priority placements, Private Buyer Catalogs and Private Supplier
Catalogs, have not yet generated, and may never generate, significant revenue.
If revenue from our online marketplace services does not continue to increase,
our business, financial condition and operating results may be harmed.
If our current and potential customers are not willing to adopt and renew our
e-commerce services, we may not attract and retain a critical mass of customers.
Our services will be attractive to suppliers only if buyers use our services to
identify suppliers and purchase their products. The content, products and
suppliers currently available on our websites or made available by suppliers may
not be sufficient to attract and retain buyers. Furthermore, because the
business-to-business e-commerce market is new, potential customers may be
confused or uncertain about the merits of e-commerce services or which
e-commerce services to adopt, if any. If buyers and suppliers do not accept our
online services, or if we are unable to attract and retain a critical mass of
buyers and suppliers for our e-commerce services, our business will suffer and
our revenue will not increase.
None of the buyers or suppliers that currently use our services are under any
long-term contractual obligation to continue using our services. As a result,
our current customers may not be customers in the future.
Our success depends on our ability to generate customer acceptance and adoption
of our transaction software and services.
Our future success will depend on our ability to enhance our existing
transaction software and services and to continue to develop and introduce new
software and services that achieve market acceptance. To maintain our
competitiveness in a rapidly changing market we must continually improve the
performance, features and reli-
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ability of our existing products and services or they may become obsolete. We
must anticipate the features required by customers and design and implement
business-to-business e-commerce software and services that meet these
requirements in a timely and efficient manner. We may not be successful in
developing and marketing new versions or upgrades of our software quickly and
effectively, or in offering new services that respond to technological advances
or new market requirements. If we fail to anticipate customer requirements,
enhance existing software and services or develop new software and services, we
may lose customers or fail to attract new customers, which may limit our growth
and revenue.
We may not be successful in pursuing acquisitions, joint ventures and licensing
arrangements to expand our business into new geographic and vertical markets.
In order to remain competitive and to grow our business, we intend to make
acquisitions and enter into joint ventures and licensing arrangements. We may
not be able to negotiate the terms of an acquisition or arrangement
successfully, finance the acquisition or arrangement, or integrate any new
business, products or technologies into our existing business and operations.
Even if we are successful in integrating any new businesses, products or
technologies into our existing business, they may not achieve expected results,
or we may not realize other expected benefits. If we are unable to make
acquisitions and enter into joint ventures and licensing arrangements
successfully, our growth and revenue may be harmed.
If we are unable to compete effectively, we will lose current customers and fail
to attract new customers.
The e-commerce industry is intensely competitive, evolving and subject to rapid
technological change. We expect the intensity of competition to increase.
Barriers to entry are minimal, and competitors are able to launch new websites
at a low cost. Competition is likely to result in price reductions, reduced
margins and loss of market share, any one of which may harm our business. We
compete for a share of a customer's marketing and advertising budgets with other
established and emerging online services and traditional offline media.
Competitors vary in size, scope and breadth of the products and services
offered. We may encounter competition from companies who offer more
comprehensive content, services and/or functionality.
Many of our current and potential competitors may have greater financial,
technical, marketing and other resources and greater name recognition than we
have. In addition, many of our competitors may have established relationships
with one another and with our current and potential suppliers and buyers and may
have extensive knowledge of our industry. Current and potential competitors have
established or may establish cooperative relationships with third parties to
increase the ability of their products to address customer needs. Accordingly,
our competitors may develop and rapidly acquire significant market share.
Our quarterly operating results fluctuate, and we may fail to meet shareholder
expectations, causing our share price to fall.
The operating results of companies in the e-commerce industry, including us,
have experienced quarter-to-quarter fluctuations. Our online traffic on Global
Sources Online is generally lower during the summer and year-end vacation and
holiday periods. Additionally, our online marketplace services revenue and print
advertising revenue is seasonal and tends to be highest in the fourth quarter of
each calendar year as a result of advertising and media buying increases in that
quarter. As with other companies in our industry, our expenses are based upon
expectations of revenue, and significant costs may be incurred before revenue is
generated. If revenue in a quarter falls below the expectations of public market
analysts and investors, the price of our common shares may fall.
The international markets in which we do business are subject to political and
economic instability, which may interfere with our ability to do business,
increase our costs or decrease our revenue.
Our strategy is to continue to expand into numerous international markets and is
subject to risks, including:
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o fluctuations in regional economic conditions;
o political instability;
o conflicting and changing legal and regulatory requirements;
o potential restrictions on our operations in foreign countries due to
our status in such countries as a non-domestic company;
o varying tax rates in different jurisdictions;
o the loss of revenue, property and equipment from expropriation,
nationalization, war, insurrection, terrorism and other political
risks;
o adverse governmental actions, such as restrictions on transfers of
funds and trade protection measures, including tariffs and export
quotas; and
o fluctuations in currency exchange rates.
Geographic, time zone, language and cultural differences may also prevent us
from effectively selling our products and services, which may inhibit growth and
reduce revenue.
Any future economic or political instability in the Asia-Pacific region, from
which we derive most of our revenue, could adversely affect our business and
decrease our revenue.
In 2000, we derived approximately 93% of our revenue from customers in the
Asia-Pacific region. We expect that a majority of our future revenue will
continue to be generated from customers in this region. At the time of the Asian
economic crisis of 1997 and 1998, certain of our contracts were denominated and
priced in foreign currencies. The conversion of these contract proceeds into
U.S. dollars resulted in losses and is indicative of the foreign exchange risk
assumed by us. During the Asian economic crisis, both our sales and revenue
declined. If there is future political or economic instability in the
Asia-Pacific region, our business may be harmed and our revenues may decrease.
Current weakness of the telecommunications and Internet infrastructure in the
Asia-Pacific region could harm our business.
One of the obstacles to Internet development in the Asia-Pacific region, from
which we are likely to continue to derive the majority of our e-commerce revenue
in the future, is the relative weakness of the telecommunications and Internet
infrastructure. Telephone line availability and quality in some Asia-Pacific
countries is poor. This frustrates users and may contribute to lower than
expected adoption of many of our services. This risk is not within the control
of our management and may cause usage growth and revenue to fall below
expectations. In addition, access fees are high in many Asia-Pacific countries,
which also contributes to low usage and may adversely affect our growth and
revenue potential.
Fluctuations in currency exchange rates may harm our results of operations.
We operate internationally and foreign exchange rate fluctuations may have a
material impact on our results of operations. To the extent significant currency
fluctuations occur in the New Taiwan dollar or other Asian currencies or if the
Hong Kong dollar were no longer pegged to the U.S. dollar, our revenue and
profits would be affected. Currently, we do not hedge our exposure to foreign
currency fluctuations.
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Customer concerns regarding security may deter use of our products and services.
Our failure to prevent security breaches, or publicized security breaches
involving the Internet or in e-commerce generally, may cause our current and
potential customers not to use our products and services. We may be required to
incur costs to protect against security breaches or to alleviate problems caused
by such breaches. Our potential for growth as an e-commerce provider depends on
our customers' confidence in the security of our products and services.
The failure of third parties to meet our expectations and the requirements of
our customers may make our services less attractive to customers.
We rely on third parties for catalog information, licenses, product delivery and
technology products and services. We have no control over the accuracy,
timeliness or effectiveness of the information, products and services of these
third parties. As a result of third-party actions, we face risks from the
failure of our third-party suppliers to provide accurate, complete and current
information about themselves and their products in a timely manner and to
deliver products to buyers in a satisfactory manner.
We rely on technology relationships with software developers and providers,
systems integrators and other technology firms to support, enhance and develop
our products and services. We have contracts with technology providers to
enhance, expand, manage and maintain our computer and communications equipment
and software. Services provided by third parties include managing our Global
Sources Online network Web server, maintaining our communications lines and
managing our network data centers and software development. These relationships
may not continue or we may not be able to develop additional third-party
relationships on acceptable commercial terms, which could cause customer
dissatisfaction and/or the delay launch of new software or services.
We license some components of our technology from third parties. These licenses
from third parties may not be available to us on commercially reasonable terms
in the future. The loss of these licenses could delay release or enhancement of
our services until equivalent technology could be licensed, developed or
otherwise obtained. Any such delay could have a material adverse effect on our
business. These factors may deter customers from using our services, damage our
business reputation, cause us to lose current customers, and harm our ability to
attract new customers.
We are reliant on our independent sales force, and the loss of any significant
members of our sales force would harm our business and revenue.
We rely on the services of our independent sales force for the sales and
marketing of our products and services. We have service agreements with various
sales representative outsourcing firms that employ such sales personnel.
Generally, either we or the outsourcing firm may terminate the service agreement
upon short notice to the other party. We cannot assure you that we will continue
to be successful in retaining our sales personnel or in replacing the terminated
personnel with equally qualified personnel. Furthermore, if an outsourcing firm
terminates its agreement with us, some of our customers with whom the related
sales personnel have a direct relationship might terminate their relationship
with us.
The loss of strategic relationships could make our services less appealing and
useful to our customers.
We have agreements with third parties that provide us with a wider geographic
presence and product range to our buyers, and the loss of such agreements could
make our services less appealing. These third parties expose our products and
services to potential customers to which we would not otherwise have access. We
may discover that these arrangements do not generate the expected number of new
customers or products. We cannot be sure that these parties will be able to
implement our products and services effectively or that buyers and suppliers
will participate in their online marketplaces. In addition, we may not be able
to renew these agreements and their
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termination may reduce the number of suppliers and their products that we are
able to offer to buyers, and the number of buyers to which suppliers have
access.
The loss of one or more of our executive officers or key employees, either to a
competitor or otherwise, could harm our business.
Our executive officers and key employees are critical to our business. Our
executive officers and key personnel may not remain with us and their loss may
harm our development of technology, our revenue and cash flows. In particular,
the services of our CEO, Merle Hinrichs, are important to our operations. If
competitors hire our key personnel, it could allow them to compete more
effectively by diverting customers from us and facilitating more rapid
development of their competitive offerings.
We may not be able to hire and retain sufficient technical personnel, which may
adversely affect implementation of our growth strategy and limit our revenue.
If we fail to hire and retain sufficient technical personnel, our business may
be harmed as we may be unable to develop, implement and maintain our products
and services. Competition for qualified technical personnel is intense in all
regions where we have operations. Our competitors have attempted to hire our
employees and we expect that they will continue to do so.
If the Internet and related services do not grow as anticipated, our revenue
will not increase and our business will be harmed. Our business depends on
increasing acceptance and use of the Internet as a medium of
business-to-business e-commerce. Growth in the use of the Internet is a recent
phenomenon. As a result, acceptance and use may not continue to develop at
historical or anticipated rates. In addition, a sufficiently broad base of
business customers may not adopt or continue to use the Internet as a medium of
e-commerce. Demand and market acceptance for recently introduced services and
products over the Internet are subject to uncertainty and there exist few proven
services and products.
As we grow, we may have difficulty maintaining our database, which may cause our
customers to discontinue their use of our products and services.
A failure to update and maintain our database or to maintain our performance
will negatively affect our growth and revenue. We update and maintain an
extensive database of technical and descriptive information on products and
suppliers. This information is used to support our services, software
applications and websites. Our inability to provide current, accurate and
comprehensive information may reduce our ability to attract and retain a
critical mass of buyers and suppliers, which is essential for our success.
Furthermore, our computer systems and databases may not be able to process large
amounts of complex product specification and configuration data without a
significant decrease in performance.
Our inability to acquire or maintain effective Web domain names could create
confusion and direct traffic away from our online marketplace.
If we are not able to prevent third parties from acquiring Web addresses that
are similar to the various Internet Web addresses that we own, third parties
could create confusion that diverts traffic to other websites away from our
online marketplace, thereby adversely affecting our business. The acquisition
and maintenance of Web addresses generally is regulated by governmental
agencies. The regulation of Web addresses in the United States and in foreign
countries is subject to change. As a result, we may not be able to acquire or
maintain relevant Web addresses in all countries where we conduct business.
Furthermore, the relationship between regulations governing such addresses and
laws protecting proprietary rights is unclear.
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If we release software containing defects, we may need to halt further sales
and/or services until we fix the defects, and our reputation could be harmed.
Our e-commerce services depend on software that is complex, which may contain
unknown and undetected defects, errors or performance problems. Software often
contains defects, particularly when first introduced or when new versions are
released. We may not discover software defects, errors or performance problems
that affect our new or current services or enhancements until after they are
deployed. These defects, errors or performance problems could cause service
interruptions, which could damage our reputation or increase our service costs,
cause us to lose revenue, delay market acceptance or divert our development
resources, any of which could severely harm our business.
Risk of failure of our computer and communications hardware systems increases
without redundant facilities.
Our business depends on the efficient and uninterrupted operation of our
computer and communications hardware systems. Any system interruptions that
cause Global Sources Online to be unavailable to Web browsers may reduce the
attractiveness of Global Sources Online to advertisers and could materially
adversely affect our business, financial condition and operating results. We
maintain most of our computer systems in one Web-hosting and internal support
facility in Singapore. We do not have redundant facilities or disaster recovery
systems for our computer systems. Interruptions could result from natural
disasters as well as catastrophic hardware failures, software problems, extended
power loss, telecommunications failure and similar events.
We may be subject to legal liability for publishing or distributing content over
the Internet.
We may be subject to legal claims relating to the content on Global Sources
Online or our other websites, or the downloading and distribution of such
content. Claims could involve matters such as defamation, trademark and design
infringement, invasion of privacy and copyright infringement. Providers of
Internet products and services have been sued in the past, sometimes
successfully, based on the content available on their websites. In addition,
some of the content provided on Global Sources Online is manually entered from
data compiled by other parties, including governmental and commercial sources,
and this data may have errors, or we may introduce errors while entering such
data. If our content is improperly used or if we supply incorrect information,
it could result in liability. Our insurance may not cover claims of this type,
or may not provide sufficient coverage, which could harm our business, financial
condition and operating results.
Our intellectual property protection is limited, and others may infringe upon
it, which may reduce our ability to compete and may divert our resources.
Our success depends upon proprietary technology, content and other intellectual
property rights. We have relied on a combination of copyright, trade secret and
trademark laws and nondisclosure and other contractual restrictions to protect
ourselves. Our efforts to protect our intellectual property rights may not be
adequate. Our competitors may independently develop similar technology or
duplicate our software and services. If others are able to use technology and/or
content we have developed, our competitive position may be negatively affected.
We cannot determine whether future patent, service mark or trademark
applications, if any, will be granted. No certainty exists as to whether our
current intellectual property or any future intellectual property that we may
develop will be challenged, invalidated or circumvented or will provide us with
any competitive advantage.
Litigation may be necessary to enforce our intellectual property rights, protect
trade secrets, determine the validity and scope of the proprietary rights of
others, or defend against claims of infringement or invalidity. Intellectual
property laws provide limited protection. Moreover, the laws of some foreign
countries do not offer the same level of protection for intellectual property as
the laws of the United States. We may be unable to detect
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some unauthorized use of our intellectual property. Litigation may result in
substantial costs and diversion of resources, which may limit our ability to
develop new services and compete for customers.
If third parties claim that we infringe upon their intellectual property rights,
our ability to use technologies and products may be limited, and we may incur
costs to resolve these claims.
We have in the past, and may in the future, co-develop some of our intellectual
property with independent third parties. In these instances, we take all action
that we believe is necessary or advisable to protect and to gain ownership of
all co-developed intellectual property. However, if such third parties were to
introduce similar or competing e-commerce products and services that achieve
market acceptance, the success of our e-commerce products and our business,
financial condition, prospects and operating results may be harmed.
Litigation regarding intellectual property rights is common in the Internet and
software industries. Defending against these claims, even if not meritorious,
could be expensive and divert our attention from operating our business. We
expect third-party infringement claims involving Internet technologies and
software products and services to increase. If we become liable to third parties
for infringing upon their intellectual property rights, we could be required to
pay substantial damage awards and be forced to develop noninfringing technology,
obtain a license or cease using the applications that contain the infringing
technology or content. We may be unable to develop noninfringing technology or
content or to obtain a license on commercially reasonable terms, or at all.
In the past, we have received notices alleging intellectual property
infringements. However, to date there has been no litigation directed against us
with respect to the infringement and/or improper use of the intellectual
property rights of third parties. We do not believe any of these current
allegations will adversely affect our business.
We may also be named as a defendant in litigation alleging infringement of
intellectual property rights by our customers. We may be required to defend
ourselves and our customers against infringement claims. In the event of a claim
of infringement, we and our customers may be required to obtain one or more
licenses from third parties, and we may be unable to obtain necessary licenses
at a reasonable cost or at all. Inability to obtain licenses may prevent us or
our customers from offering products and services to our customers, which may
limit our revenue.
Our lengthy sales and implementation cycle could cause delays in revenue growth.
The period between our initial contact with a potential customer and the
purchase of our products and services is often long and may have delays
associated with the lengthy budgeting and approval process of our customers. In
the future, this may become more significant given the increasing importance of
our transaction software and services, which may be more complex and involve a
more lengthy sales process than marketing-related services. Historically our
sales cycles for our current client server solutions have generally been
approximately six to nine months. Implementations at customer sites have
generally taken an additional six to twelve months. These lengthy cycles may
have a negative impact on the timing of our revenue and our ability to
accurately forecast such revenue. New government regulations may increase our
costs of doing business. The laws governing Internet transactions remain largely
unsettled. The adoption or modification of laws or regulations relating to the
Internet may harm our business by increasing our costs and administrative
burdens. It may take years to determine whether and how existing laws apply to
the Internet.
Laws and regulations directly applicable to the Internet are becoming more
prevalent. We may have to comply with new regulations in countries where we do
business. The growth and development of e-commerce may prompt more stringent
laws. Compliance with these laws may prove difficult and may harm our business.
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You will not know the identity of the beneficiaries or settlor of the Trust
which is our controlling shareholder.
The Quan Gung 1986 Trust, through Hung Lay Si Co. Ltd., its wholly owned
subsidiary, beneficially owns approximately 61% of our common shares. Hill
Street Trustees Limited, an Island of Jersey limited liability company, is the
trustee of the Trust. The shares of Hill Street Trustees Limited are owned by
partners of the Mourant Group, which is a firm based in the Island of Jersey
that provides trust administration services. Counsel to the trustee has informed
us that, by virtue of the terms of the Trust and the laws of the Island of
Jersey, the trustee cannot make disclosure of the names of the beneficiaries and
settlor of the Trust in breach of the obligations placed on it and in accordance
with its duties of confidentiality. Accordingly, you may never know the identity
of the beneficiaries or settlor of the Quan Gung 1986 Trust.
There is a limited public market for our shares and the trading volume for our
shares is low, which may limit your ability to sell your shares or purchase more
shares.
Our common shares have been traded in the public market for a limited time and
this market may not be sustained. As a result of the April 2000 share exchange,
1,189,949 of our common shares were listed on the Nasdaq National Market. As a
result of this offering, all 26,303,949 of our common shares will be registered
and trading in the public market, but we cannot be sure that an active trading
market will develop or be sustained or that you will be able to sell common
shares when you want to. As a result, it may be difficult to make purchases or
sales of our common shares in the market at any particular time or in any
significant quantity. If our shareholders sell substantial amounts of our common
shares in the public market, the market price of our common shares may fall. In
addition, such sales may create the perception by the public of difficulties or
problems with our products and services. As a result, these sales may make it
more difficult for us to sell equity or equity related securities in the future
at a time of price that is appropriate.
Internet-related share prices are volatile, and this volatility may depress our
share price, which would reduce the value of our shares and our ability to raise
additional capital by selling more shares.
Share prices of Internet-related companies have been volatile. This volatility
is often not related to the operating performance of the companies. This
industry volatility may reduce the price of our common shares, without regard to
our operating performance. Due to this volatility, the market price of our
common shares may decrease. This may make it more difficult for us to sell
equity securities at a time and price that is appropriate. The market price of
our common shares may fluctuate in response to the following factors, some of
which are beyond our control:
o variations in our quarterly financial and other operating results;
o changes in public market analysts' estimates of our financial
performance;
o changes in market valuations of similar companies;
o announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
o additions or departures of key personnel; and
o fluctuations in trading volume.
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Because we are governed by Bermuda law rather than the laws of the United
States, our shareholders may have more difficulty protecting their rights
because of differences in the laws of the jurisdictions.
We are organized pursuant to the laws of Bermuda. In addition, certain of our
directors and officers reside outside the United States and a substantial
portion of our assets are located outside the United States. As a result, it may
be difficult for investors to effect service of process within the United States
upon such persons or to realize against them in courts of the United States upon
judgments of courts of the United States predicated upon civil liabilities under
the United States federal securities laws. We have been advised by our legal
counsel in Bermuda, Appleby, Spurling & Kempe, that there is doubt as to the
enforcement in Bermuda, in original actions or in actions for enforcement of
judgments of United States courts, of liabilities predicated upon U.S. federal
securities laws, although Bermuda courts will enforce foreign judgments for
liquidated amounts in civil matters subject to certain conditions and
exceptions.
It may be difficult for a third party to acquire us, and this may depress our
share price.
Our bye-laws contain provisions that may have the effect of delaying, deferring
or preventing a change in control or the displacement of our management. These
provisions may discourage proxy contests and make it more difficult for the
shareholders to elect directors and take other corporate actions. These
provisions may also limit the price that investors might be willing to pay in
the future for our common shares. These provisions include:
o providing for a staggered board of directors, so that it would take
three successive annual general meetings to replace all directors;
o requiring the approval of 100% of shareholders for shareholder action
by written consent;
o establishing advance notice requirements for submitting nominations
for election to the board of directors and for proposing matters that
may be acted upon by shareholders at a general meeting; and
o restricting business combinations with interested shareholders that
have been not been approved by at least two-thirds of the holders of
our voting shares (other than the interested shareholder) or by a
majority of the continuing directors or if certain prescribed
conditions are met assuming that we will receive fair market value in
exchange for such business combination. In this context, a "business
combination" includes mergers, asset sales and other material
transactions resulting in a benefit to the interested shareholder or
the adoption of a plan for our liquidation or dissolution; a
"continuing director" is a member of our board of directors that is
not an affiliate or associate of an interested shareholder and was a
member of our board prior to such person becoming an interested
shareholder; and an "interested shareholder" is any person (other than
us or any of our subsidiaries, any employee benefit or other similar
plan or any of our shareholders that received our shares in connection
with our recent share exchange prior to the listing of our shares on
Nasdaq) that owns or has announced its intention to our, or with
respect to any of our affiliates or associates, within the prior two
years did own, at least 15% of our voting shares.
This document contains forward-looking statements which may differ from actual
events.
The words "believes," "should be," "anticipates," "plans," "expects," "intends"
and "estimates," and similar expressions, identify forward-looking statements.
These forward-looking statements are contained principally under the headings
"Key Information," "Information on the Company," and "Operating and Financial
Review and Prospects". Although we believe these forward-looking statements are
based on reasonable assumptions, these
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may not prove to be correct. Because these forward-looking statements are also
subject to risks and uncertainties, actual results may differ materially from
the expectations expressed by such forward-looking statements. Important factors
that may cause actual results to differ materially from the expectations
reflected in the forward-looking statements include those set forth above, as
well as:
o general economic, business and market conditions;
o customer acceptance of new products; and
o the occurrence or non-occurrence of circumstances beyond our control.
ITEM 4. INFORMATION ON THE COMPANY
History And Development Of The Company
We are a leading enabler of online global merchandise trade. Our business began
in 1971 in Hong Kong when we launched Asian Sources, a magazine to serve global
buyers importing products in volume from Asia. Realizing the importance of
e-commerce, we commercially released the first version of Global Sources
Transact, our proprietary trade management software to facilitate international
transactions in 1991. We then became one of the first business-to-business
online marketplaces by launching Asian Sources Online in 1995. At that time, we
began repositioning our trade magazines to play a supportive, educational and
promotional role to accelerate the shift of our customers to our e-commerce
services. In 1999, we expanded our scope to include global suppliers and changed
the name of our online marketplace to Global Sources Online.
Our online marketplace services allow international buyers to identify suppliers
and products, and enable suppliers to market their products to a large number of
buyers. Our primary service is creating and maintaining Marketing Websites that
present suppliers' product and company information in a consistent, easily
searchable manner on Global Sources Online. We also offer cataloguing services
for buyers and suppliers. Private Buyer Catalogs enable buyers to maintain
customized information from current and potential suppliers. Private Supplier
Catalogs are password-protected online environments where suppliers can develop
and maintain their own product and company data. Complementing these services
are Global Sources Transact software that facilitates and automates
international trade transactions, and various trade magazines and CD-ROMs.
We were originally incorporated under the laws of Hong Kong in 1970. In April
2000, we completed a share exchange with a publicly traded company based in
Bermuda, and our shareholders became the majority shareholders of the Bermuda
corporation. As a result of the share exchange, we are now incorporated under
the laws of Bermuda and have changed our name to Global Sources Ltd.
Our primary operating offices are located in Hong Kong, Singapore and the
Philippines. Our registered offices are located at Cedar House, 41 Cedar Avenue,
Hamilton HM 12, Bermuda, and our telephone number at that address is (441)
295-2244. Our website address is www.globalsources.com. Information contained on
our website is not incorporated by reference into this document and should not
be considered a part of this document.
Business Overview
We are a leading enabler of global merchandise trade. Our services facilitate
international trade in multiple vertical markets between global suppliers and
buyers that purchase in volume for resale. We aggregate and organize product
images and data from international export suppliers and help them market their
products to global buyers, and we provide software and services to facilitate
these cross-border transactions.
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We believe that we have more sourcing and marketing activity than any other
global merchandise trade marketplace. As of December 31, 2000, over 93,000
suppliers were listed in our marketplace. During the 12 month period ended
December 31, 2000, over 7,200 suppliers paid for our proprietary Marketing
Websites. In the same period, buyers sent more than 2.1 million Requests For
Information (RFIs) to suppliers through our online marketplace. Revenue from our
online marketplace services grew from 2.3% of our total revenue for the year
1996 to 53.6% of our total revenue for the year 2000. Online marketplace
services revenue equaled $56.4 million for the year 2000, an increase of 119%
compared to 1999.
We generate revenue from three primary sources:
o Online Marketplace Services--We provide a variety of services that
allow international buyers to identify suppliers and products, and
that enable suppliers to market their products to a large number of
buyers. Our primary service is creating and maintaining Marketing
Websites that present suppliers' product and company information. We
aggregate suppliers' content in a consistent, easily searchable manner
on our online marketplace called Global Sources Online.
o Transaction Software and Services--We offer software solutions in
public and private environments that facilitate international trade
transactions. Global Sources Transact is a comprehensive order
processing and trade management system that integrates with an
enterprise's legacy Enterprise Resource Planning (ERP) or other
back-end systems. In addition, we offer two related cataloging
services. Private Buyer Catalogs enable buyers to maintain customized
information from current and potential suppliers. Private Supplier
Catalogs are password-protected environments where suppliers can
develop and maintain their own product and company data. We believe
that, together with our online marketplace services, Transact and our
cataloging software enable our customers to minimize manual and
paper-based processes and conduct international business more
efficiently.
o Complementary Media Services--We publish trade magazines, which
consist primarily of product advertisements from suppliers and our
independent editorial reports and product surveys. Since 1995, we have
been repositioning our trade magazines to play an educational and
promotional role to accelerate the shift of our customers to our
e-commerce services. We introduced CD-ROM versions of our various
vertical marketplaces on Global Sources Online in 1995 for similar
purposes. Our trade magazines and CD-ROMs also enable us to serve that
portion of the market that is not yet online.
We have been a facilitator of international trade for 30 years, have been
involved in the development of e-commerce software for nine years and have
operated our online marketplace for five years. We launched Asian Sources
magazine in 1971 to serve global buyers importing products in volume from Asia.
Since 1971, we have expanded our group of sourcing magazines to cover multiple
vertical markets, and have become one of Asia's leading providers of trade
information. In 1991, we initiated our transition to e-commerce by developing an
earlier version of our order management software that is now known as Transact.
We became one of the first business-to-business online marketplaces by launching
Asian Sources Online in 1995. In 1999, we expanded our scope to include
suppliers beyond Asia and changed our name to Global Sources.
During 2000, Jupiter Media Metrix named us the 8th largest net market in the
world, Forbes Magazine named us one of their top 20 small firms worldwide and
Asiaweek magazine selected Global Sources Online as the best
business-to-business website in Asia.
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Industry background
The International Trade Market Opportunity
The dollar value of global merchandise trade was $5.5 trillion in 1999 and is
expected to be approximately $6.5 trillion in 2001, according to the
International Monetary Fund. The share of the world Global Domestic Product that
is effectively globalized, or open to non-domestic firms, is set to rise from
around 20% today to over 50% in the next 10 to 15 years, according to McKinsey &
Company.
The growth in global trade is supported by several factors, including increased
recognition of the benefits of free trade, the proliferation of free trade
agreements, more efficient global communications and logistics and more
widespread use of electronic commerce technology. Due to its inherent
fragmentation and complexity, global merchandise trade is ideally suited to
benefit from e-commerce and online marketplaces.
International Trade Challenges
International commerce is highly complex, fragmented and expensive, which has
prevented many companies from participating. Approximately $400 billion, or 7%
of global merchandise trade, is spent on administrative costs annually,
primarily document handling and transmission costs related to trade
transportation, according to the Boston Consulting Group. Voluminous
international regulations create huge amounts of supporting paper with the
average ship carrying over 500 pounds of documents for its cargo. International
trade participants face two primary sets of challenges:
Sourcing and Marketing Challenges. The large scale and fragmented nature of
international trade can make it difficult for buyers and suppliers to identify
each other. Accordingly, buyers' search and evaluation costs and suppliers'
advertising and marketing expenses can be far greater than in a domestic
environment.
Transacting and Communicating Challenges
o Logistics issues. Large distances between trading partners, multiple
transportation factors and associated documentation and costs are a
significant source of supply chain inefficiency. Additionally,
participants in international trade can span multiple time zones,
speak different languages, and observe diverse cultural norms, all of
which make conducting business less efficient.
o Unique transaction requirements. The documents and processes required
for international trade are much more complex than for domestic
business-to-business transactions. The certificates of origin,
international letters of credit, bills of lading, customs declarations
and advanced shipping documents required for the international
shipment of goods are complex, labor intensive and error-prone.
o Financial burdens. Fluctuations in currency exchange rates increase
the financial risks associated with international trade. Additionally,
governmental actions that restrict transfers of funds and trade
protection measures, including tariffs and export quotas, increase the
costs of international trade.
o Regulatory requirements. The forms and procedures required to clear
customs vary by country. For example, Japan alone has more than 200
trade laws for each category of import, which creates over 17,000
different regulations. Errors in documentation or failure to comply
with country-specific customs procedures can result in shipping
delays. Failure to ac-
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count for duties and quotas can also result in delays or the seizure
of goods and the assessment of fines or penalties.
Our solution
We have developed solutions that streamline the communication and transaction
processes associated with international trade. The key elements of our solution
are as follows:
Neutral platform benefits both buyers and suppliers. The common interface of the
Marketing Websites on Global Sources Online allows global buyers to efficiently
search for goods, either by product or by geographic area, without having to
navigate differently formatted sites of multiple suppliers. Global suppliers
have a forum to promote and display their product offerings and thereby generate
RFIs from buyers.
Transaction software facilitates online international trade. Global Sources
Transact is a comprehensive trade management software package that integrates
sourcing and order processing capabilities. Transact allows users to efficiently
manage each step in the supply chain and can be integrated with a variety of
legacy back-end systems. Transact, together with our Private Buyer Catalog and
Private Supplier Catalogs, allow global buyers and suppliers to reduce the time
and costs associated with multiple manual and paper-based tasks associated with
international trade.
Global coverage and breadth of products perpetuates growing buyer/supplier
network. Buyers from 230 countries and territories made inquiries on our online
marketplace during the 12-month period ending December 31, 2000. As our base of
active buyers and the number of RFIs increases, our online marketplace services
will become increasingly attractive to suppliers. The growth of this network
becomes self-perpetuating. As the number of buyers and sellers using our
services grows, our site becomes incrementally more attractive to additional
buyers and sellers.
Complementary media promote the transition to our e-commerce services. We
publish monthly trade magazines that serve our verticals, and we produce CD-ROM
versions of our online content for each of our vertical markets. Together, these
media allow us to serve global buyers and suppliers that do not have access to
the Internet and provide us with an effective educational and promotional tool
for our e-commerce services.
Our growth strategy
Our goal is to be the leading enabler of global merchandise trade. Our strategy
to achieve and maintain this goal has five primary components:
Increase penetration of our online marketplace services in our existing markets
We intend to increase the penetration of our online marketplace services in our
existing vertical and geographic markets. On the buyer side, we intend to
continue to use our trade magazines and CD-ROMs to encourage buyers to adopt our
e-commerce services through a combination of editorial features regarding
e-commerce and advertisements promoting our e-commerce services. Additionally,
our trade magazines and CD-ROMs contain extensive references to the large
selection of additional information on Global Sources Online. Supplier
advertising in our trade magazines also includes references to the suppliers'
Marketing Websites at Global Sources Online. We also advertise online and host
exhibits at more than 80 trade shows annually where we demonstrate our
e-commerce services to buyers.
To serve suppliers, we have a team of over 700 dedicated independent sales
representatives whose primary function is to introduce our online marketplace
services to the 93,000 suppliers listed on Global Sources Online. We believe
that this sales force plays a vital role in educating, attracting, retaining and
supporting these customers.
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We believe that as Global Sources Online grows in content and usage, more buyers
will be attracted and, thus, more suppliers will seek to maintain Marketing
Websites and use our associated services.
Increase adoption of our transaction software
We intend to increase adoption and usage of our transaction software by offering
versions that appeal to a larger universe of potential customers. We are
developing a new Web-enabled version of Transact, our comprehensive trade
management software. We intend to integrate transaction and messaging solutions
with our cataloging services to provide Private Exchanges. This initative will
leverage our capabilities to electronically enable, and obtain digital content
from suppliers throughout the region.
Expand into new vertical and geographic markets
Our business has historically been geographically dispersed, and we believe we
have the systems and infrastructure in place to support further vertical and
geographic expansion. We intend to continue to expand into new territories by
entering into joint ventures, representation agreements and licensing
arrangements with third parties and through acquisitions. For example, in the
past year we have entered into license arrangements with third parties in
Indonesia, Mexico and Turkey to expand coverage of Global Sources Online into
these regions. We also intend to expand into new vertical markets. As of
December 31, 2000, we serve 27 industry verticals and 13 geographic portals.
Expand the functionality of our transaction software
We plan to integrate with various third-party services including financial,
credit, insurance and logistical services.
Pursue strategic partnership and acquisition opportunities
We may pursue strategic acquisitions of complementary businesses, technologies
or products that we believe will accelerate any of the elements of our strategy.
We currently have no understandings, arrangements or agreements with respect to
any potential acquisitions. We also intend to develop and utilize strategic
partnerships to gain access to a larger number of potential users, cooperatively
market products and services, cross-sell additional services and gain entry to
new markets. We believe that we can use strategic partnerships to enhance our
brand and grow our customer base.
Our services
Online Marketplace Services
Through Global Sources Online we offer online marketplace services that assist
buyers in identifying suppliers and products and allow suppliers to market their
products to a wide variety of buyers. We measure the performance of our
marketplace primarily by the quantity and quality of marketing and sourcing
activity. During the 12 month period ending December 31, 2000, more than 7,200
suppliers paid for Marketing Websites and related services. In December 2000,
Global Sources Online featured approximately 83,000 product profiles, and during
the year ending December 31, buyers made more than 2.1 million RFIs to suppliers
through Global Sources Online.
Buyers may search Global Sources Online by product, by supplier or by country. A
key feature of Global Sources Online is the common interface to suppliers'
information, making it unnecessary for buyers to leave our website to visit
numerous individual supplier websites, each with a different data structure and
design. Another important feature of Global Sources Online is "Product Alert."
Buyers set their profiles by registering for product
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categories about which they would like to receive information. They are then
notified by e-mail whenever there is new advertising or editorial content in the
product categories they specified.
Our primary service to suppliers is our Marketing Websites. Each Marketing
Website is comprised of a home page, a company profile and an electronic virtual
showroom containing product profile pages on the supplier's products. Each
product profile page contains detailed product information and specifications
and a full color image. Our sales representatives collect the data for the
Marketing Websites, or suppliers can input the data directly if they have a
Private Supplier Catalog. Our production units then verify the data structure
and perform a quality control check before posting the new content on Global
Sources Online.
Suppliers pay us a monthly fee for their Marketing Website that varies depending
on the number of product profiles they choose to feature. For an additional flat
fee, suppliers may upgrade to a Gold Website. This enables them to feature
additional company information pages on their site.
Many suppliers choose to supplement their Marketing Websites with our additional
online marketing services. For example, suppliers can sponsor a particular
product or other search category on Global Sources Online. When a buyer searches
that category, the supplier's banner is displayed promoting its products or
services, with a link to that supplier's Marketing Website.
Transaction Software and Services
We are enhancing our transaction software offerings by developing new,
Web-enabled versions of our order management software, Global Sources Transact.
Transact is our order management software that was originally developed in 1991.
More than 350 major trading organizations have installed versions of the
software, including Liz Claiborne, Reebok and Warnaco.
Transact provides a comprehensive trade management system that integrates
sourcing and order processing capabilities for each step in the supply chain and
minimizes manual and paper-based transactions. Transact supports multiple
currencies and languages, automated document generation and management tracking
for greater control of the order process
We offer Private Buyer Catalogs for volume buyers to make their sourcing and
purchasing activities more efficient. The catalogs enable buyers to maintain
personalized product and supplier information from current and/or potential
suppliers. We launched this service in 1998, and approximately 100 large buying
organizations currently use the service, including The Home Depot, PREL--buying
agent for Wal-Mart, Dell, Compaq, and Gemex--buying agent for Metro, Europe's
largest general merchandise retailer.
Our Private Supplier Catalogs enable suppliers to enter, manage and update their
product and company data for a variety of online marketing and cataloging
applications. Each Private Supplier Catalog is a private, password-protected
online environment where the supplier has the sole right of access and data
entry. We provide tools within the catalog to assist with the creation, updating
and posting of content.
Complementary Media Services
We publish the following eight monthly trade magazines:
Global Sources Computer Products Global Sources Electronics
Global Sources Electronic Components Global Sources Fashion
Accessories and Supplies
Global Sources Gifts & Home Products Global Sources Hardwares
Global Sources Timepieces Global Sources Telecom Products
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Since the launch of our online services in 1995, our sourcing magazines and
CD-ROMs have been increasingly repositioned as an educational and promotional
tool for our e-commerce services. In addition to their support role, these
complementary media serve that segment of the market that is not online and
provide us with an additional revenue stream. Our trade magazines contain
advertisements from suppliers, as well as our independent editorial features
including market reports and product surveys. Our CD-ROMs provide buyers with an
offline, electronic means of accessing content found within the vertical
marketplaces on Global Sources Online. In addition to our paid subscription
base, we distribute samples of our trade magazines and CD-ROMs free of charge to
prospective customers at a variety of trade shows and events. We will continue
to use our trade magazines and CD-ROMs as a cost-effective means of promoting
our e-commerce services.
Asia and China-focused Services
In addition to our primary services, our 30-year history and local market
expertise in Asia has enabled us to become a leading provider of information to
electronics engineers, exporters and executives throughout the Asian region. We
have created four websites and publish four magazines covering this segment of
our business. In addition, we host several conferences and events each year for
a variety of participants in the Asian electronics markets.
Websites
Website Description
------- -----------
ChiefExecutive China Online o A business management resource for mainland
www.cec.globalsources.com entrepreneurs.
China Exporter Online o Online version of China Exporter magazine
www.exporter.globalsources.com providing information on conducting business in
------------------------------ foreign markets.
Electronic Engineering Times Online o Provides news about electronic products and their
www.eetasia.com applications. The website is available in English,
--------------- and Korean as well as traditional and simplified
Chinese.
Electronic Buyers' News China o Provides global and local industry news summaries
www.ebnchina.com and product updates that impact China's local
---------------- electronics manufacturers.
Magazines
Magazine Description
-------- -----------
Electronic Engineering Times o Delivers the latest high-tech
components and techniques to Asia's
engineering community in Chinese,
Korean and English.
Electronic Buyers' News China o Serves electronics enterprise
managers who are responsible for
component, material and equipment
purchasing de-
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cisions.
Chief Executive China o A business publication serving
China management elite, with
features on management techniques,
strategies and case studies.
China Exporter o Provides a mix of news and insights
into foreign markets, e-commerce
and international trade business
practices.
Customers
We provide services to a broad range of international buyers and suppliers in
various vertical trading communities.
Buyers
Across the vertical markets we currently cover, we serve over 209,000 unique,
active buyers who have made an RFI using Global Sources Online, or received a
magazine or CD-ROM within the last 12 months. Specific procedures used to
determine the number of unique buyers were performed by an
internationally-recognized accounting firm.
We emphasize serving large buying organizations as these companies are more
technologically advanced and account for a disproportionately large volume of
trade. For example, we believe that the companies that have established Private
Buyer Catalogs on Global Sources Online have combined annual sales in excess of
$760 billion.
We have developed our services primarily for retailers, distributors and
manufacturers who import in volume for resale. We serve a specialized group of
senior executives with large import buying power. We believe over 50% of these
executives are owners, partners or presidents and another 20% are vice
presidents, general managers or directors of their respective companies. We
believe the median volume of annual import purchases for which these executives
are responsible exceeds $2.0 million.
Suppliers
Suppliers from more than 150 countries and territories, approximately 90% of
which are currently Asian manufacturers and trading companies, are currently
listed and categorized on our websites. During the 12 month period ending
December 31, 2000, over 7,200 suppliers paid us for Marketing Websites or
related services. None of our supplier customers represented more than 1% of our
revenue during the twelve months ending December 31, 2000.
Sales and marketing
Our global sales organization consists of approximately 700 full-time
independent representatives in more than 40 locations. These representatives
focus on developing and maintaining relationships with suppliers that are
current customers and seek to increase the number of global suppliers using our
online marketplaces and transaction software services. Online marketplace
services and print advertising revenue is seasonal and has tended to be highest
in the fourth quarter of each calendar year. Representatives collectively make
an average of 50,000
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supplier visits per month. The largest sales offices are located in Hong Kong,
Beijing, Guangzhou, Shanghai, Shenzhen, Seoul and Taipei.
Our marketing strategy leverages our database of 93,000 supplier profiles
currently listed on Global Sources Online and aggregated buyer demand.
Sophisticated analysis of buyer and supplier profile data enables us to target
our marketing strategy in areas ranging from specific product categories within
verticals to entire geographic markets.
Our Community Development Group is responsible for marketing our solutions to
the global buyer community through online advertisements and promotions, trade
show exhibitions and direct mail campaigns. Analysis teams within this group
research buyer and supplier use of online and print media and track buyer and
supplier trends in the global markets.
Content development
Our Content Development Group is responsible for compiling, editing, integrating
and processing the content that appears in our online marketplaces, print media
and CD-ROMs. Within Content Development, the Ad Operations and Editorial groups
compile materials from client suppliers and freelance writers, respectively and
transform these materials into the advertising and editorial content in our
online and print media. Research teams analyze customer content usage to direct
content development and work with sales representatives and marketing staff to
develop appropriate content for new vertical communities. Our Site Team is
responsible for evaluating and integrating content into our online marketplaces,
as well as the overall integrity of our marketplaces. In addition, members of
the Content Development Group manage the pre-press production work and print
production processes associated with the creation of our trade magazines and
maintain the back-end supplier database which is the foundation for our online
supplier and product information.
Customer service
We have established customer service centers employing approximately 30 people
that handle more than 100,000 customer queries per year. We recently upgraded
our customer service to 24 hours a day, seven days a week operations. We use
three geographic locations in order to implement 24 hour coverage, including
Singapore, our servicing headquarters, Shenzhen, China, our Chinese language
support center, and Scottsdale, Arizona, our U.S. servicing base.
Strategic relationships
We use strategic relationships as one of our means of expansion. We have formed
license-based partnerships with third parties to operate regional online
marketing services such as South African Sources and Mexican Sources. These
enable suppliers within the relevant geographic regions to promote their
products and services to buyers located primarily outside of such regions.
We are also the 60.1% owner of a joint venture with CMP Media Inc. through
United Business Media B.V., a subsidiary of United News & Media plc. We entered
into the joint venture in September 2000, and we expect it to provide new
technology content, media and e-commerce services for the Asian electronics
market, focusing on new opportunities in the Greater China market.
Technology and systems
We use a combination of commercial software and internally developed systems to
operate our websites and services. We have invested more than $25.8 million
since 1995 in online services development. Currently, we
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have approximately 200 full-time employees engaged in technology development,
maintenance, software customization and customer service positions.
Our online marketplace services are run on the Oracle DBMS release 8.0.5. The
catalog application that supports Global Sources Online's core functions uses
Oracle Application Server 3.0.
Our servers are hosted by Singapore Telecom. We have a dedicated 10Mbps link to
SingTel's IX backbone, while Singapore Telecom maintains a 402 Mbps link to the
United States and direct links to most countries in Asia. We use three off-site
tape drives as well as a server located at our Singapore facility for back-up.
For the twelve months ended December 31, 2000 our computer systems had
approximately 24 hours of service outages.
Our platform applications use standard industry database protocols. We can,
therefore, integrate our systems with products from other vendors written in
traditional program languages or more innovative systems. Our Internet offerings
are based on industry standard Web technologies. We may deploy our Web offerings
on any modern Internet browser platform, which means that our Web clients do not
need to load the software onto their personal computers.
All of our systems use secure socket layer, known as SSL, to encrypt sensitive
communications between browsers and Web servers. SSL enables secure
communication by encoding information transmitted over the Internet. We use
Extensible Markup Language, referred to in the industry as XML, as an open
communication protocol for information delivery.
Competition
Online global trade marketplaces and related software services are relatively
new, rapidly growing and intensely competitive. This market is highly fragmented
and our competition varies widely by the type of service provided, geographic
focus and vertical served. We do not believe that there is a dominant direct
competitor in this market. However, we may compete with a variety of businesses
that have announced their intention to launch, or have already launched,
solutions that compete to some degree with ours. These businesses include brick
and mortar consortium exchanges, domestic retail marketplaces, international
trade marketplaces, transaction software and services providers, auction and
reverse auction service providers and distributor, sell-side marketplaces. We
may be at a competitive disadvantage to companies that have greater financial
resources, more advanced technology and that offer lower cost solutions that
compete with ours. In addition, some buyers and suppliers may have developed
in-house solutions for the online sourcing and marketing of goods and may be
unwilling to use ours.
Intellectual property
Our primary product and supplier content, in addition to our in-house produced
editorial content, are held under common law copyright. We actively protect this
intellectual property by several means, including the use of digital watermark
technology on the images on our website, which enables us to identify
unauthorized use on other websites.
We have also developed several proprietary technology applications and we have
applied for a patent for one of these applications. In the future we may apply
for additional patents. We may not be successful in obtaining the patents for
which we have applied. Even if we are issued a patent, it is possible that
others may be able to challenge such a patent or that no competitive advantage
will be gained from such patent.
Our intellectual property is very important to our business. We rely on a
combination of contractual provisions, employee and third-party nondisclosure
agreements, and copyright, trademark, service mark, trade secret and patent laws
to establish and protect the proprietary rights of our software and services.
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We have registered trademarks in the United States, China, Japan and Taiwan for
"Asian Sources" and we have many other registered trademarks and trademarks
pending registration in various countries, including pending trademark
registrations for "Global Sources".
We have in the past, and may in the future, co-develop some of our intellectual
property with independent third parties. In these instances, we take all action
that we believe is necessary or advisable to protect and to gain ownership of
all co-developed intellectual property. However, if such third parties were to
introduce similar or competing e-commerce products and services that achieve
market acceptance, the success of our e-commerce products and our business,
financial condition, prospects and operating results may be harmed.
Government regulation
Our services are, to the best of our knowledge, fully compliant with government
regulations in each country and territory in which we do business. Additionally,
we maintain strict internal policies regarding the legality of data that is
publicly available on our websites.
Internet Regulation. There are an increasing number of laws and regulations
pertaining to the Internet. In addition, a number of legislative and regulatory
proposals are under consideration by federal, state and local and foreign
governments and agencies. Laws or regulations may be adopted with respect to the
Internet relating to the liability for information retrieved from or transmitted
over the Internet, online content regulation, user privacy, taxation and the
quality of products and services. Moreover, it may take years to determine
whether and how existing laws such as those governing issues relating to
intellectual property ownership and infringement, privacy, libel, copyright,
trademark, trade secret, taxation and the regulation of, or any unanticipated
application or interpretation of existing laws, may decrease the use of the
Internet, which could in turn decrease the demand for our services, increase our
cost of doing business or otherwise have a material adverse effect on our
business, financial condition, prospects and operating results.
Regulation of Communications Facilities. To some extent, the rapid growth of the
Internet in the United States has been due to the relative lack of government
intervention in the marketplace for Internet access. For example, several
telecommunications carriers are seeking to have telecommunications over the
Internet regulated by the Federal Trade Commission in the same manner as other
telecommunications services. Additionally, local telephone carriers have
petitioned the Federal Communications Commission to regulate Internet service
providers in a manner similar to long distance telephone carriers and to impose
access fees on such providers. Some Internet service providers are seeking to
have broadband Internet access over cable systems regulated in much the same
manner as telephone services, which could slow the deployment of broadband
Internet access services. Because of these proceedings or others, new laws or
regulations could be enacted which could burden the companies that provide the
infrastructure on which the Internet is based, thereby slowing the rapid
expansion of the medium and its availability to new users.
Legal proceedings
We are a party to litigation from time to time in the ordinary course of our
business. We do not expect any of this litigation to have a material adverse
effect on our business.
Organizational Structure
We own, directly or indirectly, 100% of the following significant subsidiaries:
Trade Media Holdings Ltd. (Cayman Islands), Trade Media Limited (Cayman
Islands), ASM Business Services Ltd (Cayman Islands), World Executive's Digest
Ltd (Cayman Islands), Trade Management Software Ltd (Cayman Islands), Lazenby
Services Ltd (British Virgin Islands), Media Data Systems Pte Ltd (Singapore),
Publishers Representatives Ltd (Hong Kong), Equitable Accounting Services Ltd
(Hong Kong), Floro Company Ltd (Hong Kong), Trade Man-
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agement Productions Ltd (Hong Kong), Trade Management Software (HK) Ltd. (Hong
Kong), Pine Grove BV (Netherlands) and Global Sources USA, Inc. (Delaware).
Properties
We do not own any of our offices. Generally, we lease our office space under
cancelable arrangements with terms not longer than three years. We also service
and soon will service our customers through independent sales representative
offices located in Australia, Canada, Hong Kong, India, Israel, Japan, Malaysia,
The Netherlands, The Philippines, Singapore, Taiwan, Thailand, the United
Kingdom, the United States, Brazil and approximately 30 locations in China. We
lease in the aggregate approximately 135,551 square feet of executive and
administrative offices in Hong Kong, Singapore, the Philippines and China. Our
aggregate base rental payments in 2000 were approximately $1.5 million.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations
should be read in conjunction with the "Selected Financial Data" and the
accompanying financial statements and the notes to those statements appearing
elsewhere in this document. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below and elsewhere in this document,
particularly under the caption "Risk Factors."
Overview
We derive revenue from three principal activities.
Online Marketplace Services--Our principal online marketplace services are
Marketing Websites, where suppliers present their products and capabilities on
Global Sources Online. We also derive revenue from banner advertising and
placement fees. We ratably recognize the fees we receive to display a supplier's
goods or company data over the contractual term, which is generally six to 12
months.
Transaction Software and Services--Currently, customers typically pay a one-time
fee for a perpetual license to use our Global Sources Transact software. License
fees are based on the number of sites and users for the software product and
also include post-contract customer support services for one year. We recognize
license fees upon delivery of the software and when no significant obligations
remain. Post-contract customer support revenue is deferred and recognized
ratably over the maintenance period. We are in the process of creating
web-enabled versions of Transact, for which we may charge customers differently.
Complementary Media Services--Suppliers pay for advertising in our trade
magazines to promote their products and companies. Generally, we publish our
trade magazines monthly. We recognize revenue ratably over the period in which
the advertisement is displayed, generally not exceeding one year. We also derive
revenue from buyers that subscribe to our trade publications.
Revenue from other sources primarily relates to organizing business seminars and
exhibitions. We recognize revenue at the conclusion of these events.
Our costs of revenue consist of the commissions we pay to our independent sales
representatives, as well as support fees for processing sales contracts and
incentive payments. These representatives obtain content for our Marketing
Websites and trade magazines, sell our software and receive a commission as a
percentage of the revenue generated.
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Results of operations
The following table sets forth our results of operations as a percentage of
total revenue.
Year Ended December 31,
----------------------------------------
1998 1999 2000
---- ---- ----
Income statement data:
Revenue:
Online marketplace services...................... 15% 28% 54%
Transaction software and services................ 1 1 1
Complementary media services..................... 80 67 41
Other............................................ 4 4 4
----------------------------------------
Total revenue................................. 100 100 100
Operating expenses:
Sales............................................ 30 34 35
Circulation...................................... 16 14 13
General and administrative....................... 37 35 34
Online services development...................... 3 4 6
Non-cash compensation............................ -- -- 63
Other............................................ 1 -- 2
----------------------------------------
Total operating expenses...................... 87 87 153
----------------------------------------
Income/(loss) from operations........................ 13 13 (53)
----------------------------------------
Net income/(loss).................................... 12% 12% (65)%
========================================
The following table represents our revenue by geographical areas as a percentage
of total revenue:
Year Ended December 31,
----------------------------------------
1998 1999 2000
---- ---- ----
Asia........................ 91% 93% 93%
United States............... 6 5 5
Europe...................... 2 1 1
Other....................... 1 1 1
Total revenue............... 100% 100% 100%
Fiscal Year 2000 Compared to Fiscal Year 1999
Our online marketplace services revenue grew from $25.8 million in the year 1999
to $56.4 million in the year 2000, an increase of 119%. This increase was
attributable to our increased sales efforts and the continuing acceptance by our
clients of our online marketplace services as a way of conducting export trade.
Our complementary media services revenue declined from $62.1 million in the year
1999 to $43.4 million in the year 2000, a decrease of 30%. This decrease was
attributable to our ongoing emphasis on online marketplace services. Total
revenue grew from $91.9 million in the year 1999 to $105.2 million in the year
2000, an increase of 14%.
Sales. Sales costs consists of the commissions paid and incentives provided to
our independent sales representatives and sales support costs. Sales costs
increased from $31.1 million in the year 1999 to $36.6 million in the year 2000,
an increase of 18% arising mainly from the growth in revenue and sales support
costs incurred for development of new markets.
Circulation. Circulation costs consist of the costs relating to our trade
magazine publishing business, specifically printing, paper, bulk circulation,
subscription promotions and customer services costs. Circulation costs in-
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creased from $13.1 million in the year 1999 to $13.3 million in the year 2000,
an increase of 2%, due mainly to increase in printing charges and paper costs
for increases in print runs.
General and Administrative. General and administrative costs consist mainly of
corporate staff compensation, information and technology support services,
content management services, marketing costs, office rental, depreciation,
communication and travel costs. General and administrative costs increased from
$32.1 million in the year 1999 to $36.2 million in the year 2000, an increase of
13%, due mainly to cash expenses incurred in connection with our recent share
exchange, increase in marketing expenses and fees paid for professional
services.
Development Costs. Development costs consist mainly of payroll costs, office
rental and depreciation relating to the development of Global Sources Online,
Private Buyer Catalogs, Private Supplier Catalogs and online Transaction
Services. Development costs to fund the expansion of our online marketplace
services and transaction services increased from $3.5 million in the year 1999
to $6.7 million in the year 2000, an increase of 91%. This increase resulted
from our efforts to continue to enhance our online marketplace services and
transaction services.
Non-cash Compensation Expense. On February 4, 2000, the company established a
restricted share award plan for the benefit of our chairman and chief executive
officer in recognition of services to the company. In conjunction with the
restricted share award plan, the principal shareholder assigned 4,008,221
ordinary shares of the company representing 15.2% equity interest in the
company, to the company. The company then awarded these shares to our chairman
and chief executive officer.
Effective August 30, 2000, the Company's equity compensation plan committee
approved the accelerated vesting of all the restricted shares granted to our
chairman and chief executive officer. The non-cash compensation expense
associated with this award amounted to $64 million. An amount of $10.3 million
was charged up to second quarter and $53.7 million was charged in the third
quarter. The $64 million non-cash compensation charge was correspondingly
credited to additional paid in capital, resulting in no dilution to
shareholders' equity.
In the third quarter 2000, the Company's equity compensation plan committee
granted awards under Equity Compensation Plan (ECP) II and ECP III to staff and
team members.
The total non-cash compensation expense, resulting from the one-time grant of
shares to the chairman and chief executive officer and the two ECP plans,
recorded by the company during the year ended December 31, 2000 was $65.7
million.
Other non-cash expenses. Other non-cash expenses consist of listing expenses in
connection with our recent share exchange and amortization of intangibles and
software development costs.
Other non-cash expenses for the year 2000 was $2.4 million, consisting mainly of
$1.4 million incurred in connection with our recent share exchange and $0.6
million amortization of software development cost, compared to $0.4 million for
the year 1999 for amortization of intangibles.
Income/Loss from operations. Income from operations for online marketplace
services for the year 2000 was $12.7 million as compared to the income from
operations of $3.6 million in 1999. Total loss from operations during year 2000
was $55.6 million as compared to an income from operations of $11.8 million
during 1999. The loss during year 2000 was mainly due to the non-cash
compensation expense of $65.7 million, non-cash listing expenses of $1.4 million
and increase in online services development costs.
Write-down of investments. During the fourth quarter of year 2000, we wrote down
$11.8 million on investments in and cash advances to unaffiliated electronic
commerce companies, based on the current financial position of
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the investee companies and other information which became available in quarter
four and developments in the technology and internet sectors in quarter four.
Income Taxes. We reported a tax provision of $1.3 million in the year 2000 and
$1.4 million in the year 1999.
The company and certain of its subsidiaries operate in the Cayman Islands and
other jurisdictions where there are no taxes imposed on companies. Certain of
the Company's subsidiaries operate in Hong Kong and Singapore and are subject to
income taxes in their respective jurisdictions. Also, the Company is subject to
withholding taxes for revenues earned in certain other countries.
Net Income/Loss. Net loss was $68.2 million for the year 2000, as compared to
net income of $11.0 million for last year. This net loss was due mainly to the
non-cash compensation expense of $65.7 million, non-cash listing expenses of
$1.4 million and the write-down on investments in unaffiliated electronic
commerce companies of $11.8 million and increase in online services development
costs.
Fiscal Year 1999 Compared to Fiscal Year 1998
Revenue. Our online marketplace services revenue grew from $14.6 million in 1998
to $25.8 million in 1999, an increase of 77%. This increase was attributable to
our continued focus on shifting customers from our print advertising services to
our online marketplace services. Our total revenue decreased from $95.9 million
in 1998 to $91.9 million in 1999, a decrease of 4%. Our revenue in Hong Kong and
Taiwan was lower in 1999 as a result of intense price competition in the print
advertising and subscription services category. Also, in 1999, as a result of
the Asian economic crisis, many Asian companies reduced their advertising
budgets. Accordingly, we decided to discontinue the publication of two
magazines, which reduced our revenue. Customers located in the United States and
Europe also reduced advertising spending for our print advertising and
subscription services due to reduced demand for American and European products
in Asia.
Sales. Sales costs consists of the commissions paid and incentives provided to
our independent sales representatives and sales support costs. Sales costs
increased from $29.0 million in the year 1998 to $31.1 million in the year 1999,
an increase of 7.2% arising mainly from the sales support costs incurred for
development of new markets.
Circulation. Circulation costs decreased from $15.4 million in 1998 to $13.1
million in 1999, a decrease of 15%. This decrease was attributable mainly to a
reduction in printing, paper and bulk mail costs.
General and Administrative. General and administrative costs decreased from
$35.3 million in 1998 to $32.1 million in 1999, a decrease of 9%, due mainly to
reduced sales promotion costs, salaries, rental, depreciation and other overhead
expenses. We believe these savings are temporary and future periods are not
expected to benefit from these costs reductions.
Development Costs. Development costs increased to $3.5 million in 1999 from $3.2
million in 1998, an increase of 9%. Development costs increased due mainly to an
increase in personnel. Also, in 1999, we developed a new online software service
and capitalized approximately $4.6 million of software development costs. Prior
to 1999, all software developed for internal use was expensed.
Other. Other expenses consist of amortization of intangibles, consisting mainly
of copyrights. Other expense was $0.4 million for both 1998 and 1999. In 1998
and 1999, amortization of intangibles consisted of mainly copyrights, which will
be fully amortized by 2001.
-26-
Income Taxes. We reported a tax provision of $1.4 million in 1999 and $1.6
million in 1998, a decrease of 12%. The decrease in income tax for 1999 was due
primarily to a decline in revenue in countries which charge income tax.
Net Income. Net income was $11.0 million for 1999, as compared to $11.6 million
in 1998. The marginal drop in 1999 net income was due primarily to a reduction
in revenue from print advertising and subscriptions, which was substantially
offset by an increase in profitability in our online marketplace services and a
reduction in circulation costs and general and administrative costs.
Additionally, we reported a foreign exchange gain of $0.4 million in 1999, as
compared to a foreign exchange gain of $0.2 million in 1998.
Liquidity and capital resources
We finance our activities using cash generated from our operations, supplemented
by borrowings from a short-term bank loan, as necessary.
Net cash generated from operating activities was $16.9 million during the year
2000 and $15.1 million for the year 1999. The primary source of cash from
operating activities was net income as adjusted by non-cash expenses and changes
in working capital.
Net cash used for investing activities was $23.6 million for the year 2000, of
which $17.1 million was used principally for capital expenditures for computers
and software development and $13.0 million was used principally for investment
in electronic commerce companies, off-set partially by $6 million capital
contributed by CMP Media Inc., minority shareholder in a joint venture. Net cash
used for investing activities in the year 1999 was $7.9 million, used primarily
for the purchase of computers and software development.
Net cash generated from financing activities was $4.0 million in the year 2000,
which resulted primarily from short term borrowings. Net cash used for financing
activities was $7.5 million in the year 1999, resulting primarily from the
payment of dividends.
Effective January 1, 2000, we executed a loan agreement in the principal amount
of $11.4 million to establish the repayment terms of amounts owed to our
principal shareholder. On January 1, 2005, we will begin repayment of this
promissory note by making quarterly payments of principal and interest over the
then following ten years. Interest will accrue beginning January 1, 2005 at the
applicable U.S. Federal Funds rate.
On March 17, 2000, we entered into a revolving credit facility with Bank of
Bermuda (Isle of Man) Limited. The credit facility has a term of one year and
provides a borrowing facility of up to $25.0 million, with minimum borrowings of
$1.0 million. The lender may request that we secure our borrowings under the
credit facility. The credit facility bears interest, payable quarterly in
arrears, at the London Inter-Bank Market Rate plus 0.5%. The credit facility can
be used for investments, working capital and general corporate purposes. Our
principal shareholder, Hung Lay Si Co. Ltd., has guaranteed all of the
obligations under the credit facility.
On March 22, 2000, we used $5.3 million under our credit facility to repay and
cancel a loan made on March 9, 2000 from Hung Lay Si Co. Ltd. to us. The loan
was used to pay U.S. taxes on income of Merle Hinrichs, our chairman and chief
executive officer. Mr. Hinrichs executed a promissory note in the amount of $5.0
million, representing his portion of the U.S. taxes on income owed, that bears
interest at the Federal Funds rate plus 2%, adjusted quarterly. Mr. Hinrichs
repaid the loan along with the interest due on December 19, 2000. In addition,
we used $8.0 million of the credit facility to partially fund an investment in
an unaffiliated electronic commerce company. On September 19, 2000, we repaid
$4.0 million in the debt from the general operating funds and on December 19,
2000, we further repaid $5.3 million from the proceeds of the loan repayment by
Mr. Hinrichs. As of December 31, 2000, we had drawn $4.0 million under the
credit facility.
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On May 19, 2000, we invested $1.0 million in an unaffiliated electronic commerce
company. Under the terms of the agreement, we provided this company, on June 14,
2000 with an additional unsecured cash advance of $2.0 million, repayable within
two years, or three months notice from us. We also have an option to convert the
unsecured advances into equity shares. However based on the current financial
position of the investee company and other available information, we considered
it prudent to write down completely the investment and the unsecured cash
advance. At the same time we also wrote down $8.8 million on our investment of
$10.0 million in another electronic commerce company based on the latest
available information. The total $11.8 million write down is reflected on the
income statement.
On July 7, 2000 we entered into an agreement with CMP Media Inc., a unit of
United News & Media plc to set-up a joint venture company to provide new
technology content, media and e-commerce services to the electronics technology
market in Asia. We took a 80% share and CMP took 20% share in the joint venture
company. We transferred two of our existing publications, marketing inserts
business and conference and exhibitions business as the consideration for our
80% share. CMP paid for its share of $6 million in cash. Subsequently CMP
purchased from us an additional 19.9% interest in the joint venture for which it
executed a promissory note for $6 million. The promissory note can be repaid out
of the dividends received by CMP from the joint venture company.
The total costs capitalised for the development of Global Sources Connect were
$9.3 million. We launched the product on October 17, 2000 and started to
amortize the development costs over the estimated useful life of three years.
Advance payments received from customers were $15.1 million as of December 31,
1999 and $15.9 million as at December 31, 2000, improving our liquidity. We
anticipate that cash on hand, cash generated from operations and short-term bank
borrowings will be adequate to satisfy our working capital, capital expenditure
requirements and cash commitments based on our current levels of operation.
However, we intend to raise additional capital in order to invest in the growth
of our online marketplace services and transaction software and services
businesses.
Qualitative and quantitative disclosures about market risk
We operate internationally and foreign exchange rate fluctuations may have a
material impact on our results of operations. Historically, currency
fluctuations have been minimal on a year to year basis in the currencies of the
countries where we have operations. As a result, foreign exchange gain or losses
in revenues and accounts receivable have been offset by corresponding foreign
exchange losses or gains arising from expenses. However, during the Asian
economic crisis of 1997 to 1998, both advertising sales and the value of Asian
currencies declined, which caused a significant decline in revenues that was not
fully offset by lower expense levels in Asian operations.
This decline in revenues occurred due to contracts being denominated and priced
in foreign currencies prior to devaluations in Asian currencies. The conversion
of these contract proceeds in U.S. dollars resulted in losses and reflects the
foreign exchange risk assumed by us between contract signing and the conversion
of cash into U.S. dollars. We believe this risk is mitigated because
historically a majority (ranging between 55% to 65%) of our revenues are
denominated in U.S. dollars or are received in the Hong Kong currency which is
currently pegged to the U.S. dollar. To the extent significant currency
fluctuations occur in the New Taiwan dollar or other Asian currencies, or if the
Hong Kong dollar is no longer pegged to the U.S. dollar, our profits would be
affected.
As of December 31, 2000, we have not engaged in foreign currency hedging
activities.
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Year 2000
We have not experienced any material problems as a result of the Year 2000
turnover or in connection with February 29, 2000. We do not believe that any
Year 2000 related issues will affect our business, results of operations or
financial condition in the future.
Recent accounting pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters beginning
with the quarter ending March 31, 2000. In July 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133," which deferred the effective date
until January 1, 2001. We believe that the adoption of SFAS 133 will not have a
material impact on our financial statement position or results of operations.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101"), which summarizes certain of the SEC Staff views in applying U.S. GAAP to
revenue recognition to financial statements. We adopted SAB 101 in these
consolidated financial statements. Such adoption has no impact on our
consolidated financial statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors And Senior Management
The following table sets forth information regarding the persons who are our
executive officers and directors.
Name Age Position
---- --- --------
Merle A. Hinrichs....................... 58 Director, Chairman and Chief Executive Officer
Eddie Heng Teng Hua..................... 50 Director and Chief Financial Officer
J. Craig Pepples........................ 39 Chief Operating Officer
Bill Georgiou........................... 56 Chief Information Officer
Sarah Benecke........................... 43 Director
David F. Jones.......................... 35 Director
Jeffrey J. Steiner...................... 63 Director
Roderick Chalmers....................... 53 Director
Dr. H. Lynn Hazlett..................... 64 Director
Merle Hinrichs is one of our founders and served as principal executive officer
of Trade Media (our predecessor) from 1971 through 1993 and resumed that
position in September 1999. From 1994 to August 1999, Mr. Hinrichs was chairman
of the ASM Group which included Trade Media. Mr. Hinrichs is a co-founder and
former chairman of the Society of Hong Kong Publishers. He is a member of the
board of trustees of the American Graduate School of International Management
(Thunderbird) and is a board member of the Economic Strategy Institute. His term
as director expires in 2003.
Eddie Heng has been our chief financial officer (previously entitled vice
president of finance) since April 1994. He joined us in August 1993 as deputy to
the vice president of finance. He is a member of The Institute of Certified
Public Accountants, Singapore and a Fellow Member of The Association of
Chartered Certified Accountants in the United Kingdom. Prior to joining us, he
was the regional financial controller of Hitachi Data Systems, a
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joint venture between Hitachi and General Motors. He is a member of the
Operations Board. His term as director expires in 2001.
Craig Pepples has been our chief operating officer since June 1999 and is
responsible for our worldwide operations, including interactive media, corporate
marketing, community development, information services, human resources and
finance. Mr. Pepples joined us in October 1986 in an editorial capacity, managed
our sales in China from 1989 to 1992, and served as country manager for China
from 1992 to June 1999. Mr. Pepples is a member of our management board.
Bill Georgiou was appointed chief information officer (previously chief
technology officer) in January, 2001. Mr. Georgiou has had over 20 years
experience in information technology, most recently as a consultant with 3Com
Technologies during 2000 and as Chief Information Officer with Park N'Shop (HK)
Ltd. from 1999 to 2000. He is a member of the operations board. He received his
B.Ec. (Honours degree) and M.B.A. from the University of Adelaide.
Sarah Benecke has been one of our directors since July 1993. She was our
principal executive officer from January 1994 through August 1999. She joined us
in May of 1980 and served in numerous positions, including publisher from 1988
to December 1992 and chief operating officer in 1993. Her term as director
expires in 2001.
David Jones has been one of our directors since July 1999. He was an executive
at MacQuarie Direct Investment, a venture capital firm in Sydney, Australia from
1994 to August 1999, where he was responsible for investment and strategic
analysis of potential and existing portfolio companies. He joined UBS Capital in
July 1999 and is currently a director of Miller's Retail Ltd., which is one of
our customers. His term as director expires in 2002.
Jeffrey Steiner has been one of our directors since April 2000. He has also been
a director of The Fairchild Corporation since 1985. He has been the chairman of
the board and chief executive officer of Fairchild from December 1985 to the
present. Mr. Steiner was president of Fairchild from July 1991 to November 1998.
He is president of Cedco Holdings Ltd., a Bermuda corporation, and a director of
The Copley Fund. His term as director expires in 2003.
Roderick Chalmers has been one of our directors since October 2000. He was
chairman, Asia-Pacific, of PricewaterhouseCoopers ('PwC') and a member of PwC's
Global Management Board between 1998 and until his retirement in July 2000. He
has been a 30 year veteran with PwC merger partner Coopers & Lybrand with
specialist experience in the securities industry. He has at various times been a
non-executive director of the Hong Kong Securities and Futures Commission, a
member of the Takeovers and Mergers Panel, and chairman of the Working Group on
Financial Disclosure. His term as director expires in 2003.
Dr. H. Lynn Hazlett has been one of our directors since October 2000. He was a
former chief executive officer and president of QRS Corporation, a leading
US-based provider of supply chain management solutions to the retail industry,
until his retirement in 2000. He previously managed Supply Chain Associates, an
international consulting firm until 1997. Prior to that he was corporate vice
president at VF Corporation, the US apparel company, from 1989 to 1994. Dr.
Hazlett has a doctorate in Economics and Automated Systems from George
Washington University. His term as director expires in 2002.
Compensation
For the year ended December 31, 2000, we and our subsidiaries provided our nine
directors and executive officers as a group aggregate remuneration, pension
contributions, allowances and other benefits of approximately $65,444,516
including the non-cash compensation of $64,140,256 associated with the share
award and ECP plans. Of that amount, $185,000 was paid under a performance
based, long-term discretionary bonus plan which
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we implemented in 1989 for members of our senior management. Under the plan,
members of senior management may, at our discretion, receive a long-term
discretionary bonus payment. The awards, which are payable in either five or ten
years time, are paid to a member of senior management if his or her performance
is satisfactory to us. There are seven current members of senior management and
three former members of senior management who may receive payments on maturity.
In 2000, we and our subsidiaries incurred $25,822 in costs to provide pension,
retirement or similar benefits to our respective officers and directors pursuant
to our retirement plan and pension plan.
On February 4, 2000, Hung Lay Si Co. Ltd. made a capital contribution of 1,600
Class A ordinary shares of our predecessor, representing a 16% equity interest
in such entity to Trade Media Holdings Ltd. It in turn contributed these shares
to one of our wholly-owned Delaware subsidiaries, for a restricted share award
for the chairman and chief executive officer in recognition of his services.
These shares represent our common shares following the share exchange. 501,028
of our common shares, representing an approximately 1.9% equity interest, vested
upon Mr. Hinrichs' entering into an employment agreement with us. The remainder
of the grant, or 3,507,193 shares, representing an approximately 13.3% equity
interest, was accelerated and fully vested on August 30, 2000. We recorded $64.0
million in non-cash compensation related to this share award during the year
ended December 31, 2000.
Employment Agreements
We have employment agreements with Merle A. Hinrichs under which he serves as
our and one of our subsidiaries' chairman and chief executive officer. The
agreements contain covenants restricting Mr. Hinrichs' ability to compete with
us during his term of employment and preventing him from disclosing any
confidential information during the term of his employment agreement and for a
period of three years after the termination of his employment agreement. In
addition, we retain the rights to all trademarks and copyrights acquired and any
inventions or discoveries made or discovered by Mr. Hinrichs in the course of
his employment. Upon a change of control, if Mr. Hinrichs is placed in a
position of lesser stature than that of a senior executive officer, a
significant change in the nature or scope of his duties is effected, Mr.
Hinrichs ceases to be a member of the board or there is a breach of those
sections of his employment agreements relating to compensation, reimbursement,
title and duties or termination, each of us and such subsidiary shall pay Mr.
Hinrichs a lump sum cash payment equal to five times the sum of his base salary
prior to the change of control and the bonus paid to him in the year preceding
the change of control. The agreements may be terminated by either party by
giving six months notice.
We have employment agreements with each of our executive officers. Each
employment agreement contains a non-competition provision, preventing the
employee from undertaking or becoming involved in any business activity or
venture during the term of employment without notice to us and our approval. The
employee must keep all of our proprietary and private information confidential
during the term of employment and for a period of three years after the
termination of the agreement. We can assign the employee to work for another
company if the employee's duties remain similar. In addition, we retain the
rights to all trademarks and copyrights acquired and any inventions or
discoveries made or discovered by the employee during the employee's term of
employment. Each employment agreement contains a six month's notice provision
for termination, and does not have a set term of employment. Bonus provisions
are determined on an individual basis.
Board Practices
Our board of directors consists of seven members divided into three classes, the
terms of which expire at the general meeting of shareholders to be held in each
year indicated above. Each director will hold office until his or her term
expires and his or her successor has been elected and qualified. Beginning in
2000, at each general meeting of shareholders, directors nominated to a class
with a term that expires in that year will be elected for a three-year term.
Executive officers serve at the discretion of the board of directors. Officers
are elected at the
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annual meeting of the directors held immediately after the annual general
meeting of shareholders. Our executive officers have, on average, 13 years of
service with us.
Committees of the board of directors
We have established an audit committee and an executive committee. The audit
committee recommends the appointment of auditors, oversees accounting and audit
functions and other key financial matters of our company. David Jones, Roderick
Chalmers and Lynn Hazlett are the members of the audit committee. The executive
committee acts for the entire board of directors between board meetings. Merle
Hinrichs and Eddie Heng are the initial members of the executive committee.
Employees
As of December 31, 2000, we had 567 employees worldwide, the majority of whom
work in management, technical or administrative positions. We consider our
employee relationships to be satisfactory. Our employees are not represented by
labor unions and we are not aware of any attempts to organize our employees.
The following summarizes the approximate number of employees and independent
contractors by function:
Independent
Function Employees Contractors Total
-------- --------- ----------- -----
Content Development..................................... 69 161 230
Corporate Human Resources & Administration.............. 36 33 69
Corporate Marketing..................................... 15 33 48
Community Development................................... 97 21 118
Sales................................................... 20 792 812
Publishing.............................................. 58 197 255
Electronic Commerce Services............................ 43 0 43
Interactive Media Department............................ 8 82 90
Information System Department........................... 131 31 162
Corporate Accounts...................................... 76 49 125
China Legal............................................. 3 2 5
New Markets............................................. 6 13 19
Office of the CEO, COO, CTO............................. 5 7 12
Legal and Group Secretarial............................. 0 5 5
Total Staff............................................. 567 1426 1993
Share Ownership
Equity compensation plans
We established The Global Sources Employee Equity Compensation Trust on December
30, 1999. The Trust is administered by Harrington Trust Limited, as trustee. The
purpose of the Trust is to administer monies and other assets contributed to the
trustee for the establishment of equity compensation and other benefit plans,
including the equity compensation plans described below. The number of shares
that may be sold pursuant to these plans is limited to the number of our shares
held by the Trust. On February 4, 2000 Hung Lay Si Co. Ltd. made a capital
contribution to us of 1,000 Class A Ordinary Shares of Trade Media, representing
a 10% equity interest, and subsequently contributed these shares to the Trust.
These Trade Media shares currently represent our common shares. As of the date
hereof, the Trust holds 2,572,038 of our common shares. The Trust does not
intend to acquire any additional shares. In exercising its powers, including the
voting of securities held in the Trust, the
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trustee may be directed by a plan committee, selected by the board of directors
of one of our wholly owned subsidiaries.
Global Sources Equity Compensation Plans Numbers I, II and III
In March 2000, we adopted the Global Sources Equity Compensation Plans (ECP)
Numbers I, II and III. Employees, directors, consultants, advisors and
independent contractors of ours, our subsidiaries or affiliates are eligible to
receive option grants under ECP I. Employees and directors of ours, our
subsidiaries or affiliates are eligible to receive grants under ECP II and III.
Options granted under ECP I and II will be exercisable, and coupons granted
under ECP III will be redeemable, for our shares held by the trust.
ECPs I, II and III are administered by the trustee subject to the directions of
the plan committee of one of our wholly-owned subsidiaries. The plan committee
determines who will receive, and the terms of, the options under ECP I and II.
The exercise price of these options may be below the fair market value of our
shares. Under ECP I, payment for shares being purchased upon exercise of an
option may be made in the manner determined by us at the time of grant. Under
ECP II optionees may pay for common shares purchased upon exercise of options by
check to the trust. Under ECP II, the number of common shares that optionees may
purchase is based on the number of years they have been employed by, or working
with us, our subsidiaries or affiliates.
Under ECP III, outstanding coupons are redeemable for a defined amount of
compensation payable in our common shares which will be transferred from the
trust to the coupon holders. The number of shares will be determined by dividing
the amount of compensation awarded by an amount determined by the plan
committee. Under each of ECPs I and III, the maximum number of shares that may
be issued to any individual in any calendar year may not exceed 25% of the total
shares available under such plan.
On each of the first three annual anniversaries of the listing of our common
shares on a securities exchange, including NASDAQ, the trustee will release
one-third of the common shares purchased by an optionee, under ECP II, and
one-third of the shares granted to each coupon holder, under ECP III, if such
optionee or holder, as the case may be, is still employed with us on these
dates. Under ECP II, the consideration paid for any common shares purchased by
an optionee fired for cause or who becomes an employee of one of our
competitors, but not yet released by the trustee, will be returned to the
optionee by the trust and the right to receive these shares will be forfeited
and revert back to the trustee. Under ECP III, common shares allotted by, but
not yet released by the trustee, to an employee who is subsequently fired for
cause or who becomes an employee of one of our competitors, are forfeited and
revert back to the trustee for future use. Options are not transferable under
ECPs I and II and coupons are not transferable under ECP III.
Under ECPs I and II, all options held by an optionee terminate on the date of
that optionee's termination for cause or resignation. Death, disability or
retirement do not affect an optionee's right to exercise an option.
All outstanding options are adjusted to preserve the optionee's benefits under
ECPs I and II and all outstanding common shares are adjusted to preserve the
interests of the holders of these common shares under ECP III if there is a
change in the number of our outstanding common shares or an exchange for
securities of a successor entity as a result of our: (i) reorganization; (ii)
recapitalization; (iii) stock dividend; or (iv) stock split.
If a person or group of persons acting together becomes the beneficial owner of
at least 50% of our issued and outstanding common shares, by tender offer or
otherwise, all unexercised options under ECPs I and II become immediately
exercisable and all optionees will be entitled to sell to the trustee all
unexercised options at a price equal to the greater of fair market value or the
tender offer price.
ECPs I, II and III terminate and all optionees will be entitled to sell to the
trustee all unexercised options at a price equal to the difference between the
fair market value of the common shares and the aggregate exercise price
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of the options under ECPs I and II and securities and any cash held by the
trustee shall be distributed in equal shares to people who received coupons
under ECP III, upon our: (i) dissolution or liquidation; (ii) reorganization,
merger or consolidation; or (iii) sale of our business. If none of these events
occurs, ECPs I, II and III terminate in February 2010.
Global Sources Equity Compensation Plans Numbers IV and V
The plan committee approved the awards under ECP IV and ECP V on January 23,
2001.
Eligible employees directors and consultants under ECP IV are awarded a defined
amount of compensation payable in Global Sources Ltd. common shares the number
of which are determined by the plan committee periodically.
Entitlement of the employees, directors and consultants to these common shares
was and will be subject to employment and vesting terms.
Eligible employees, directors and consultants under ECP V were awarded a
one-term grant of shares the number of which were determined by the plan
committee.
Entitlement of the employees to these common shares is subject to employment and
vesting terms.
The non-cash compensation expenses associated with awards under ECP IV and ECP V
of approximately $3,524,737 and $2,453,267 respectively, will be recognised over
the five year vesting term.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
The following table sets forth information about those persons who hold more
than 5% of our common shares and the share ownership of our directors and
officers as a group. The information is based upon our knowledge of the share
ownership of such persons on February 28, 2001.
Hung Lay Si Co. Ltd. is a company organized under the laws of the Cayman
Islands. It is wholly owned by the Quan Gung 1986 Trust, a trust formed under
the laws of the Island of Jersey. The trustee of the trust is Hill Street
Trustees Limited, an Island of Jersey limited liability company whose shares are
wholly owned by the partners of the Mourant Group, which is a firm based in the
Island of Jersey that provides trust administration services. The partners of
the Mourant Group are: Richard Jeune, Peter Mourant, Conrad Coutanche, Ian
James, Alan Binnington, James Crill, Tim Herbert, Jacqueline Richomme, Elizabeth
Breen, Cyman Davies, Nicola Davies, Alastair Syvret, Edward Devenport, Jonathan
Speck, Beverley Lacey, Moz Scott, Julia Chapman, Jonathan Walker and Dominic
Jones. Hill Street Trustees Limited is the sole beneficial owner of the Hung Lay
Si Co. Ltd. shares under applicable Securities and Exchange Commission
regulations.
The Quan Gung 1986 Trust (through Hung Lay Si Co. Ltd., its wholly owned
subsidiary) beneficially owns approximately 61% of our common shares. The Quan
Gung 1986 Trust was formed under the laws of the Island of Jersey. According to
an opinion from Mourant du Feu & Jeune, counsel to the trustee of the Trust, as
of the date of this report the trustee has sole and exclusive voting and
investment power (which includes the power to dispose, or to direct the
disposition) for all the shares of Hung Lay Si Co. Ltd. owned by the Trust. None
of the beneficiaries or settlor of the Trust has any control over such shares.
This opinion also states that the trustee's powers under the Trust are
irrevocable and neither the settlor, the beneficiaries nor any other person has,
under the terms of the Trust, the ability to amend or revoke such powers or to
remove the trustee, except in very limited circumstances such as the trustee
being a lunatic or of unsound mind, or becoming bankrupt. Counsel to the
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trustee has also informed us that, by virtue of the terms of the Trust and the
laws of the Island of Jersey, the trustee cannot make disclosure of the names of
the beneficiaries and settlor of the Trust in breach of the obligations placed
on it and in accordance with its duties of confidentiality. Accordingly, you may
never know the identity of the beneficiaries or settlor of the Quan Gung 1986
Trust.
Common Shares
Beneficially Owned
Name of Beneficial Owner Shares Percentage
------ ----------
Hung Lay Si Co. Ltd..................................... 16,035,388 61.0%
Merle A. Hinrichs....................................... 4,008,221 15.2
Jeffrey J. Steiner(1)................................... 309,502 1.2
Eddie Heng Teng Hua..................................... * *
J. Craig Pepples........................................ * *
Bill Georgiou........................................... * *
Sarah Benecke........................................... * *
David F. Jones.......................................... * *
Roderick Chalmers....................................... * *
Dr. Lynn Hazlett........................................ * *
All officers and directors as a group (9 persons)....... 4,326,423 16.4
* Indicates beneficial ownership of less than 1%.
(1) Mr. Jeffrey J. Steiner is the sole manager of The Steiner Group LLC, and
as such may be deemed to beneficially own the same common shares owned
directly or beneficially by The Steiner Group LLC. Mr. Steiner disclaims
beneficial ownership of shares owned by The Steiner Group LLC, the Jeffrey
Steiner Family Trust and shares owned by him as custodian for his
children. The Steiner Group LLC is a Delaware limited liability company.
Jeffrey J. Steiner is its sole manager. The members are Jeffrey J. Steiner
(with a 20% membership interest) and The Jeffrey Steiner Family Trust
(with an 80% membership interest). The Jeffrey Steiner Family Trust is a
trust created for the benefit of the issue of Jeffrey J. Steiner.
2,495,649 of our shares, or 9.5%, were beneficially owned by U.S. holders as of
February 28, 2000, the latest date as to which such information is available to
us.
Related Party Transactions
On December 31, 2000, we had $11,404,000 in net intercompany obligations due to
our controlling shareholder.
These obligations arose from:
o the transfer of intangibles, including copyrights for magazines, from
Hung Lay Si Co. Ltd. to us after our re-incorporation in the Cayman
Islands in 1983; and
o allocations of operating expenses from Hung Lay Si Co. Ltd. and its
affiliates to us, as described in the last paragraph of Note 10 to our
audited consolidated financial statements included elsewhere in this
document.
Effective January 1, 2000, we executed an unsecured promissory note in the
principal amount of $11,404,000 to establish the repayment terms of these
intercompany obligations owed to Hung Lay Si Co. Ltd. On January 1, 2005, we
will begin repayment of this promissory note by making quarterly payments of
principal and interest over the following ten years. Interest will accrue
beginning on January 1, 2005 at the U.S. Federal Funds rate on
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the following business day and will be adjusted quarterly. For each subsequent
interest period, the interest rate will be the U.S. Federal Funds rate on the
first business day of the applicable calendar quarter. If we fail to make a
timely payment, the interest rate on that payment will be adjusted quarterly to
equal 2% over the U.S. Federal Funds rate on the first business day of each
calendar quarter that payment and the accrued but unpaid interest are
outstanding until that payment is made. The interest that accrues on the unpaid
amount will be payable quarterly unless Hung Lay Si Co. Ltd. demands immediate
payment. If we fail to make a payment, Hung Lay Si Co. Ltd. may also accelerate
the promissory note and demand full payment.
We have extended loans to nine members of our senior management who are living
abroad, for the sole purpose of financing the purchase or lease of a residence.
The loans for the purchase of a residence are secured by that residence, bear
interest at a rate of LIBOR plus 2 to 3%, generally have a term of ten years and
become due and payable immediately upon the termination of the employee's
employment. The loans for the lease of a residence are unsecured, interest free
and are repayable in equal monthly installments over the period of the lease,
which is typically less than or equal to 12 months. The maximum loan amounts are
limited to the lower of the aggregate of two years' gross compensation of the
borrower or $500,000. The loans were made upon terms and subject to conditions
that are more favorable to the borrowers than those that would customarily be
applied by commercial lending institutions in the borrower's country of
employment. Since the beginning of 1996, the largest aggregate amount of
indebtedness of Mr. Pepples and Ms. Benecke to us, outstanding at any time
during such period, was approximately $40,733 and $531,082, respectively. As of
December 31, 2000, the indebtedness of Mr. Pepples to us was approximately
$16,288. Ms. Benecke has repaid her loan in full. Ms. Benecke's loan was secured
and bore interest at a rate of LIBOR plus 2%. Mr. Pepples' loan was interest
free and unsecured.
We lease approximately 102,418 square feet of our office facilities from
affiliated companies under cancelable operating leases and incur building
maintenance services fees to those affiliated companies. We incurred rental and
building services expenses of $950,453 during the year ended December 31, 2000.
We also receive legal and secretarial services from our affiliate companies. The
expenses incurred for these services during the year ended December 31, 2000 was
$455,436.
On March 17, 2000 we entered into a revolving credit facility with Bank of
Bermuda (Isle of Man) Limited. The credit facility has a term of one year and
provides for borrowings of up to $25.0 million, with minimum borrowings of $1.0
million. The lender may request security from time to time to secure borrowings
under the credit facility. The credit facility bears interest, payable quarterly
in arrears, at the London Inter-Bank Market Rate plus 0.5%. The credit facility
may be used for investments, working capital and general corporate purposes. If
any payment is not made when due, the interest rate will increase by 2% on the
aggregate amount outstanding and will be payable in arrears and, if not paid
when due, will be compounded. The loan may not be prepaid prior to the end of
any quarter, but if the bank notifies us of its intention to charge a
maintenance fee to cover its costs for the facility, we may prepay without
penalty the amount outstanding within seven days of the bank's notice. When we
entered into the credit facility, we paid the bank an arrangement fee of
approximately $16,000. Hung Lay Si Co. Ltd. has guaranteed all of our
obligations under the credit facility.
The total outstanding principal amount of the loan at December 31, 2000 was
$4,000,000.
On March 9, 2000, we borrowed $5,260,032.80 from Hung Lay Si Co. Ltd. to pay
U.S. taxes on income to Merle Hinrichs, our chairman and chief executive
officer. On March 22, 2000, we used a portion of our $25.0 million credit
facility with Bank of Bermuda to repay and cancel the loan from Hung Lay Si Co.
Ltd. to us. On March 9, 2000, we loaned $5,008,869 to Mr. Hinrichs for the
purpose of providing funds for payment of his portion of the required U.S. tax
payments. The loan to Mr. Hinrichs bore interest at the Federal Funds rate plus
2%. The interest and principal of this loan, which was unsecured, were repaid on
December 19, 2000.
Effective May 1, 2000, we engaged The Fairchild Corporation to provide
financial, legal and certain other services to us for a fee of $41,667 per
month. We terminated these services with effect from December 31, 2000.
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For further information on these transactions, see Notes to our audited
consolidated financial statements included elsewhere in this document.
Our management believes these transactions are commercially reasonable in the
jurisdictions where we operate and for our employees where they reside or work.
-37-
ITEM 8. FINANCIAL INFORMATION
Consolidated statements and other financial information
GLOBAL SOURCES LTD. AND SUBSIDIARIES
Index to Consolidated Financial Statements
December 31, 2000
Page
Reports of Independent Public Accountants ............................38
Consolidated Balance Sheets...........................................40
Consolidated Statements of Income.....................................41
Consolidated Statements of Cash Flows.................................42
Consolidated Statements of Shareholders' Equity.......................44
Notes to Consolidated Financial Statements.......................45 - 63
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Global Sources Ltd.
We have audited the accompanying consolidated balance sheets of Global Sources
Ltd. (a company incorporated under the laws of Bermuda) and its subsidiaries as
of December 31, 1999 and 2000, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Global Sources
Ltd. And its subsidiaries as of December 31, 1999 and 2000, and the results of
their operations and cash flows for each of the two years then ended in
conformity with accounting principles generally accepted in the United States of
America.
ARTHUR ANDERSEN
Singapore
February 9, 2001
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Global Sources Ltd.
In our opinion, the accompanying consolidated statements of income,
shareholders' equity and cash flows for the year ended December 31, 1998 present
fairly, in all material respects, the results of operations and the cash flows
of Global Sources Ltd. and its subsidiaries, for the year ended December 31,
1998, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Global Sources Ltd.'s management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America which require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. We are not responsible for
any opinion given on the financial statements of Global Sources Ltd., for any
period subsequent to December 31, 1998.
PRICEWATERHOUSECOOPERS
Hong Kong
December 6, 1999 except for the number of shares issued and related earnings per
share data which are as of May 26, 2000
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GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
At December 31 At December 31
1999 2000
ASSETS
Current Assets:
Cash and cash equivalents...................................... $15,433 $12,727
Accounts receivable, net....................................... 7,126 7,803
Receivables from sales representatives......................... 6,172 3,994
Inventory of paper............................................. 583 1,213
Prepaid expenses and other current assets...................... 3,227 1,768
------------------- -------------------
Total Current Assets........................................ 32,541 27,505
------------------- -------------------
Property and equipment, net.................................... 9,788 23,205
Intangible assets, net......................................... 745 373
Long term investments.......................................... - 1,250
Bonds held to maturity, at amortized cost...................... 2,348 2,027
Other assets................................................... 1,223 1,346
------------------- -------------------
Total Assets................................................ $46,645 $55,706
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable............................................... $3,469 $5,536
Deferred income and customer prepayments....................... 15,139 15,888
Accrued liabilities............................................ 7,069 5,879
Short-term loan................................................ - 4,000
Income taxes payable........................................... 314 158
Amount due to parent company .................................. 11,404 -
------------------- -------------------
Total Current Liabilities................................... 37,395 31,461
------------------- -------------------
Liabilities for incentive and bonus plans...................... 3,540 1,794
Amount due to parent company................................... - 11,404
Minority interest.............................................. - 2,432
Deferred tax liability......................................... - 454
------------------- -------------------
Total Liabilities........................................... 40,935 47,545
------------------- -------------------
Shareholder's equity:
Ordinary shares, US$0.01 par value; 50,000,000 shares authorized;
26,303,949 (1999: 25,051,380) shares issued and outstanding.... 251 263
Additional paid in capital..................................... - 81,726
Shareholders' note receivable.................................. - (6,000)
Retained earnings/(deficit).................................... 5,459 (62,762)
Less : Unearned compensation................................... - (5,066)
------------------- -------------------
Total shareholders' equity.................................. 5,710 8,161
------------------- -------------------
Total liabilities and shareholders' equity.................. $46,645 $55,706
=================== ===================
The accompanying notes are an integral part of these financial statements
-41-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
Year ended December 31,
----------------------------------------------
1998 1999 2000
----------------------------------------------
Revenues:
Online marketplace services................................... $14,602 $25,795 $56,412
Transaction software and services............................. 1,228 584 733
Complementary media services.................................. 76,817 62,116 43,424
Other......................................................... 3,226 3,379 4,597
----------------------------------------------
95,873 91,874 105,166
Operating Expenses:
Sales....................................................... 29,028 31,083 36,549
Circulation................................................. 15,413 13,069 13,337
General and administrative.................................. 35,294 32,134 36,197
Online services development................................. 3,182 3,461 6,665
Non-cash compensation expense (Note 1)...................... - - 65,689
Non-cash listing expenses................................... - - 1,353
Amortization of intangibles/Software development cost....... 379 371 1,018
----------------------------------------------
Total Operating Expenses...................................... 83,296 80,118 160,808
----------------------------------------------
Income/(Loss) from Operations................................. 12,577 11,756 (55,642)
----------------------------------------------
Interest expense............................................ (336) (337) (649)
Interest income............................................. 732 558 1,135
Foreign exchange gains (losses), net........................ 160 427 50
Write-down of investments................................... - - (11,750)
----------------------------------------------
Income/(Loss) before Income Taxes............................. 13,133 12,404 (66,856)
Income Tax Provision.......................................... (1,552) (1,435) (1,277)
----------------------------------------------
Income/(Loss) before minority interest........................ $11,581 $10,969 $(68,133)
----------------------------------------------
Equity in loss of affiliate................................. - - (51)
Minority interest........................................... - - (37)
----------------------------------------------
Net Income/(Loss)........................................... $11,581 $10,969 $(68,221)
==============================================
Basic and diluted net income/(loss) per share $0.46 $0.44 $(2.63)
==============================================
Shares used in basic and diluted net income /(loss) per share 25,051,380 25,051,380 25,948,028
calculations (Note 14)
================== ============= ===============
Note: 1 Reflects the non-cash compensation expenses associated with the transfer
of shares from the parent company to the chairman and chief executive
officer of the Company and the employee equity compensation plans.
Approximately $291 represents sales expenses, $168 represents circulation,
$65,044 represents general and administrative and $186 represents online
services development expenses
The accompanying notes are an integral part of these financial statements
-42-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars Thousands)
Year ended December 31,
--------------------------------------------
1998 1999 2000
Cash flows from operating activities:
Net income/(Loss) $11,581 $10,969 $(68,221)
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation and amortization 3,013 2,441 4,069
Loss/(Profit) on sale of property and equipment 106 19 (23)
Accretion of U.S. Treasury strips zero % coupon (159) (170) (139)
Bad debt expense 1,124 1,123 1,188
Expenses allocated by Parent Company 660 640 -
Non-cash compensation expense - - 65,689
Non-cash listing expenses - - 1,353
Income attributable to minority shareholder - - 37
Write down of investments - - 11,750
Equity in loss of affiliate - - 51
Property and equipment written off - - 12
-------------- -------------- -------------
16,325 15,022 15,766
Changes in assets and liabilities:
Accounts receivables 76 (407) (1,865)
Receivables from sales representatives (1,522) 2,079 2,178
Inventory of paper 80 200 (630)
Prepaid expenses and other current assets (1,440) 1,611 1,459
Loan to chief executive officer - - (5,350)
Repayment of loan from chief executive officer - - 5,350
Long term assets 600 308 (123)
Accounts payable (1,829) (1,157) 2,067
Accrued liabilities and liabilities for incentive and bonus plans (181) 77 (2,987)
Deferred income and customer prepayments 18 3,447 750
Amount due to Parent Company 2,421 (6,268) -
Tax liability 87 227 298
-------------- -------------- -------------
Net cash provided by operating activities 14,635 15,139 16,913
-------------- -------------- -------------
Cash flows from investing activities:
Purchase of bonds (209) (93) -
Purchase of long term investments - - (13,000)
Purchase of property and equipment (1,706) (8,318) (17,128)
Proceeds from sales of property and equipment 1,403 39 25
Proceeds from matured bonds 190 460 460
Capital contributed by minority shareholder in a joint venture - - 6,000
-------------- -------------- -------------
Net cash used for investing activities (322) (7,912) (23,643)
-------------- -------------- -------------
Cash flows from financing activities:
Short-term borrowings - - 13,260
-43-
Repayment of short-term borrowings - - (9,260)
Dividends paid (20,000) (14,945) -
Advances from shareholders 5,457 7,438 -
Additional capital contributed - - 24
-------------- -------------- -------------
Net cash (used for) generated from financing activities (14,543) (7,507) 4,024
-------------- -------------- -------------
Net decrease in cash and cash equivalents (230) (280) (2,706)
Cash and cash equivalents, beginning of the year 15,943 15,713 15,433
-------------- -------------- -------------
Cash and cash equivalents, end of the year $15,713 $15,433 $12,727
============== ============== =============
Supplemental cash flow disclosures:
Income tax paid $1,465 $1,208 $979
Interest paid 336 337 639
============== ============== =============
The accompanying notes are an integral part of these financial statements
-44-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In U.S. Dollars Thousands, Except Number of Shares)
Ordinary Shares
----------------------------------------
Number Amounts Additional Retained Unearned Shareholders' Total
of Shares paid in Earnings Compensation note Shareholders'
Capital receivable Equity
------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 25,051,380 $ 251 -- $ 17,854 -- -- $ 18,105
Net income -- -- -- 11,581 -- -- 11,581
Dividends -- -- -- (20,000) -- -- (20,000)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 25,051,380 $ 251 -- $ 9,435 -- -- $ 9,686
Net income -- -- -- 10,969 -- -- 10,969
Dividends -- -- -- (14,945) -- -- (14,945)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1999 25,051,380 $ 251 -- $ 5,459 -- -- $ 5,710
Net income -- -- -- (68,221) -- -- (68,221)
Issuance of shares upon
share exchange 1,252,569 $ 12 $ 12 -- -- -- $ 24
Non-cash compensation expenses -- -- 70,755 -- -- -- $ 70,755
Unearned compensation -- -- -- -- (5,066) -- $ (5,066)
Non-cash listing expenses -- -- 1,353 -- -- -- $ 1,353
Shareholders' note receivable -- -- 6,000 -- -- (6,000) --
Interest in Joint Venture -- -- $ 3,606 -- -- -- $ 3,606
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2000 26,303,949 $ 263 $ 81,726 $ (62,762) $ (5,066) $ (6,000) $ 8,161
=========== =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
-45-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Humber of Shares and Per Share Data)
1. The Company
Global Sources Ltd. (the "Company") was incorporated in November 1999 under
the laws of Bermuda. The Company is majority owned by Hung Lay Si Co Ltd.
(the "Parent Company"). The Parent Company is a company organized under the
laws of the Cayman Islands. It is wholly owned by the Quan Gung 1986 Trust,
a trust formed under the laws of the Island of Jersey. Hill Street Trustees
Ltd. is the trustee of the trust (the "Trustee") and the Trustee has sole
and exclusive voting investment and dispositive power over the shares of
capital stock of the Parent Company owned by the Trust.
The results of operations and cash flows for the years ended December 31,
1998 and 1999 reflect the results of operations and cash flows of Trade
Media Holdings Ltd., the predecessor to the Company. Subsequent to the
share exchange agreement in April 2000, as described in Note 21, Global
Sources Ltd. became the successor to Trade Media Holdings Ltd.
The Company's principal business is that of a business-to-business market
maker that collects and publishes data on export suppliers and their
products in order to serve global retailers, manufacturers and distributors
that import. Its businesses are conducted primarily through Trade Media
Ltd., its wholly owned subsidiary, which is incorporated in the Cayman
Islands. Through certain other wholly owned subsidiaries, the Company also
organizes conferences and exhibitions on technologies related issues and
licenses the Asian Sources/Global Sources Online catalog services.
2. Summary of Significant Accounting Policies
(a) Basis of Consolidation and Presentation
(i) The accompanying consolidated financial statements are prepared
in accordance with accounting principles generally accepted in
the United States of America and comprise the accounts of the
Company, its subsidiaries and those owned through nominee
shareholders. All significant intercompany transactions and
balances have been eliminated on consolidation.
(ii) The results of subsidiaries acquired or disposed of during the
year are included in the consolidated statement of income from
the effective dates of acquisition or up to the effective dates
of disposal.
On June 30, 1999 and December 30, 1998, the Company disposed of
investments in certain subsidiary companies. There was no
material impact on the financial position or on the net income of
the Company due to the disposal of these subsidiaries.
(iii) The functional currency of the Company and certain subsidiaries
is the United States dollar. The functional currencies of other
subsidiaries are their respective local currencies. United States
dollars are used as the reporting currency as the Company's
operations are global.
-46-
(b) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("U.S.
GAAP") requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements
and accompanying notes. Actual results could differ from those
estimates.
(c) Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
(d) Inventory of Paper
Inventory of paper is stated at the lower of cost or net realizable
value. Cost is determined on the first-in, first-out basis.
(e) Property and Equipment
(i) Property and equipment are stated at cost less accumulated
depreciation. Cost represents the purchase price of the asset and
other costs incurred to bring the asset into its existing use.
(ii) Depreciation on property and equipment is calculated to amortize
their cost on a straight line basis over their estimated useful
lives as follows:
Fixtures, fittings and office equipment.............. 5 years
Leasehold improvements............................... 5 years
Motor vehicles....................................... 5 years
Computer equipment and software...................... 3 years
(iii) Costs incurred for the development of software for sale are
expensed as incurred. The Company also incurs cost for the
development of Web sites and e-commerce software for internal
use. Prior to 1999, the Company capitalised and amortized
internal software development costs. Effective January 1, 1999,
the Company adopted Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal
Use". Costs incurred in the preliminary project stage with
respect to the development of Web sites and software for
e-commerce are expensed as incurred; costs incurred during the
application development stage are capitalized and are amortized
over the estimated useful life of three years upon the
commissioning of service of the software. Training and
maintenance costs will be expensed as incurred.
(f) Intangible Assets
Copyrights are carried at cost less accumulated amortization.
Copyrights are amortized on a straight line basis over a period of ten
years.
-47-
Goodwill, which represents the excess of the cost of purchased
businesses over the fair value of their net assets at dates of
acquisition, is amortized on a straight-line basis over twenty years.
(g) Investments
Long term investments for business and strategic purposes in
privately-held companies where such investments are less than 20% of
the equity capital of the investees, with no significant influence
over the investees are stated at cost.
Long term investments in companies where such investments are in the
range of 20% to 50% of the equity capital of the investees and over
whom the Company exercises significant influence, are accounted under
equity method.
Interest in subsidiaries with more than 50% ownership are consolidated
and the ownership interests of minority investors are recorded as
minority interest.
Long term investments in U.S. Treasury strips zero % coupon held to
maturity are stated at amortized cost.
(h) Impairment of Long-lived Assets
The Company reviews the carrying value of its long-lived assets based
upon a gross cash flow basis and will reserve for impairment whenever
events or changes in circumstances indicate the carrying amount of the
assets may not be fully recoverable. The impairment loss is measured
based on the difference between the carrying amount of the asset and
its fair value. There was no impairment of the Company's property and
equipment, copyright or goodwill as of December 31, 2000.
(i) Revenue Recognition
The Company derives its revenues from advertising fees in its
published trade magazines and Web sites, sales of trade magazines and
software, fees from licensing its trade and service marks, service
fees from the provision of software maintenance service and organizing
business seminars.
Revenues from advertising in trade magazines and Web sites are
recognized ratably in the period in which the advertisement is
displayed. Advertising contracts do not exceed one year. Revenue from
sales of trade magazines is recognized upon delivery of the magazine.
Magazine subscriptions received in advance are deferred and recognized
as revenue upon delivery of the magazine. The Company sells software
with the provision of post-contract maintenance service for one year.
Revenue from sales of software is recognized upon delivery of the
software and when no significant unfulfilled obligations remain.
Revenue from the provision of maintenance service is deferred and
recognized ratably over the maintenance service period. The
post-contract customer support is valued at the price charged when the
maintenance service is sold separately. Revenue from organizing
business seminars is recognized at the conclusion of the seminar.
-48-
The Company receives license fees and royalties from licensing its
trade and service marks. Revenue from license fees is recognized
ratably over the term of the license, currently four to five years.
Royalties from license arrangements are earned ratably in the period
in which the advertisement is displayed by the licensee.
The interest income from investments in U.S. Treasury strips zero %
coupon is recognized as it accrues, taking into account the effective
yield on the asset.
(j) Transactions with Sales Representatives
The Company utilizes sales representatives in various territories to
promote the Company's products and services. Under these arrangements,
the sales representatives are entitled to commissions as well as
marketing service fees. These expenses are included in sales expenses.
The Company's sales representatives collect advertising fees on behalf
of the Company. Included in receivables from sales representatives are
advertising fees collected on behalf of the Company as well as cash
advances made to the sales representatives.
(k) Advertising Expenses
Advertising expenses are expensed as incurred.
(l) Operating Leases
The Company leases certain office facilities under cancelable
operating leases that expire in two to five years. Rentals under
operating leases are expensed on a straight line basis over the life
of the leases.
(m) Liabilities for Bonus Plan
Before the commencement of the Equity Compensation Plans as described
in note 23, the Company rewarded its senior management staff based on
their performance through long term discretionary bonus awards. These
awards were payable in cash generally at the end of five or ten years
from the date of the award, even in the event of termination of
employment unless certain non-compete provisions have been violated.
These awards were expensed in the period to which the performance
bonus relates.
(n) Retirement Benefits
The Company operates a number of defined contribution retirement
benefit plans. Contributions are based on a percentage of each
eligible employees' salary and are expensed as the related salaries
are incurred.
(o) Income Taxes
The Company accounts for deferred income taxes using the liability
method, under which the expected future tax consequences of temporary
differences between the financial reporting and tax basis of its
assets and liabilities are recognized as deferred tax assets and
liabilities. A
-49-
valuation allowance is established for any deferred tax asset when it
is more likely than not that the deferred tax asset will not be
recovered.
(p) Foreign Currencies
Transactions in currencies other than the functional currency are
measured and recorded in the functional currency using the exchange
rate in effect on the date of the transaction. As of the balance sheet
date, monetary assets and liabilities that are denominated in
currencies other than the functional currency are remeasured using the
exchange rate at the balance sheet date. All gains and losses arising
from foreign currency transactions and remeasurement of foreign
currency denominated accounts are included in the determination of net
income in the year in which they occur.
The financial statements of the subsidiaries reporting in their
respective local currencies are translated into U.S. dollars for
consolidation as follows: assets and liabilities at the exchange rate
as of the balance sheet date, shareholders' equity at the historical
rates of exchange, and income and expenses amounts at the average
monthly exchange rate for the year. The cumulative translation
differences were not material as of December 31, 1999 and 2000.
(q) Segment Reporting
Statement of Financial Accounting Standard ("SFAS") No. 131,
"Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131") requires that companies report separately, in the
financial statements, certain financial and descriptive information
about operating segment profit or loss, certain specific revenue and
expense items, and segment assets. Additionally, companies are
required to report information about the revenues derived from their
products and services groups, about geographic areas in which the
Company earns revenues and holds assets, and about major customers.
The Company identifies its operating segments based on business
activities, management responsibility and geographic location. The
Company has three reportable segments: online marketplace services,
transaction software and services, and complementary media services.
(r) Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income", establishes standards
for reporting comprehensive income and its components in financial
statements. Comprehensive income is defined as the change in equity of
a company during a period from transactions and other events and
circumstances excluding transactions resulting from investment by
owners and distribution to owners. For each of the years ended
December 31, 1998, 1999 and 2000, the Company had no material
comprehensive income items.
(s) Basic and Diluted Net Income Per Share
Basic net income per share is computed by dividing net income by the
weighted average number of shares of ordinary shares outstanding
during the period, as restated as discussed in note 14. Diluted net
income per share is calculated using the weighted average number of
outstanding ordinary shares, as restated as discussed in note 14, plus
other dilutive potential ordi-
-50-
nary shares. For all periods presented, the Company did not have any
potential common shares; therefore, both the basic and diluted net
income per share computations resulted in the same amounts.
(t) Stock Based Compensation
The Company has adopted the disclosure only provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" which encourages, but
does not require, companies to record compensation cost for
stock-based employee compensation plans at fair value. The Company
accounts for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25 (APB 25),
"Accounting for Stock Issued to Employees" and related
interpretations. Accordingly, compensation cost of stock options is
measured as the excess, if any, of the fair value of the Company's
stock at the date of the grant over the option exercise price and is
charged to operations over the vesting period.
The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No.123 and Emerging Issues Task
Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction
with Selling Goods and Services." All transactions in which services
are received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable. The measurement date of the fair value of the equity
instrument issued is the earlier of the date on which the
counterparty's performance is complete or the date on which it is
probable that performance will occur.
(u) Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. SFAS No. 133
is effective for all fiscal quarters beginning with the quarter ending
March 31, 2000. In July 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133,"
which deferred the effective date until January 1, 2001. We believe
that the adoption of SFAS 133 will not have a material impact on our
financial statement position or results of operations.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin 101, "Revenue Recognition in Financial
Statements" ("SAB 101"), which summarizes certain of the SEC Staff
views in applying U.S. GAAP to revenue recognition to financial
statements. We adopted SAB 101 in these consolidated financial
statements. Such adoption has no impact on our consolidated financial
statements.
-51-
3. Current Assets:
At December 31,
-----------------------------
1999 2000
---- ----
Accounts receivable:
Gross trade receivables..................................... $8,980 $10,203
Less: Allowance for doubtful debts......................... (1,854) (2,400)
------------- -------------
$7,126 $7,803
============= =============
Movements in Allowance for Doubtful Accounts:
Year ended December 31,
-------------- -------------- --------------
1998 1999 2000
---- ---- ----
Balance at beginning of year..................... $2,806 $2,376 $1,854
Charged to bad debt expense...................... 1,124 1,123 1,188
Write-off of bad debts........................... (1,554) (1,645) (642)
------------ ------------- --------------
Balance at end of year........................... $2,376 $1,854 $2,400
============ ============= ==============
At December 31,
-----------------------------
1999 2000
---- ----
Prepaid expenses and other current assets:
Unsecured employee loans and other debtors....................... $699 $318
Prepaid expenses................................................. 732 313
Other current assets............................................. 1,796 1,137
------------- -------------
$3,227 $1,768
============= =============
4. Property and Equipment, net:
At December 31,
-----------------------------
1999 2000
---- ----
Capital work-in progress $1,220 $89
Leasehold improvements 1,871 6,398
Motor vehicles 73 73
Computer, fixtures, fittings and office equipment 11,068 20,114
Software development costs 4,611 9,316
------------- -------------
Property and equipment, at cost 18,843 35,990
Less: Accumulated depreciation (9,055) (12,785)
------------- -------------
$9,788 $23,205
============= =============
Depreciation expense for the year ended December 31, 1998, 1999 and
2000 was $2,634, $2,070 and $3,051 respectively and the amortization of
Software development cost for the year ended December 31, 1998, 1999
and 2000 was $ NIL, $ NIL and $647 respectively.
-52-
5. Intangible Assets, net:
At December 31,
-----------------------------
1999 2000
---- ----
Goodwill................................. $654 $654
Copyrights............................... 3,706 3,706
------------- --------------
4,360 4,360
Less: Accumulated amortization.......... (3,615) (3,987)
------------- --------------
$745 $373
============= ==============
6. Long-term Investments:
(i) The Company holds equity instruments totalling $11,000 in two
privately held unaffiliated electronic commerce companies for business
and strategic purposes and provided unsecured cash advance of $2,000
to one of these companies, with an option to convert this unsecured
advance into equity shares. These investments are accounted for under
the cost method since the ownership is less than 20% and the Company
does not have ability to exercise significant influence over the
investees. These investments are shown under long term investments in
Consolidated balance sheets.
The Company's policy is to review regularly the carrying values of the
non-quoted investments and to identify and provide for impairment when
circumstances indicate impairment other than temporary decline in the
carrying values of such assets.
During the fourth quarter of year 2000, the Company recorded $11,800
impairment loss for other than temporary decline in the carrying value
of these investments based on the financial position of the investees
and other information which became available in the fourth quarter of
year 2000 and developments in the technology and internet sectors in
fourth quarter of year 2000.
(ii) U.S. Treasury strips zero % coupon
At December 31,
------------------------------
1999 2000
---- ----
The amortized cost classified by date of contractual maturity is as
follows:
Due within one year............................................ $439 $420
Due after one year through five years.......................... 1,410 1,260
Due after five years through ten years......................... 499 347
------------- --------------
$2,348 $2,027
============= ==============
The fair value classified by date of contractual maturity is as
follows:
Due within one year............................................ $444 $424
Due after one year through five years.......................... 1,433 1,306
-53-
Due after five years through ten years......................... 509 362
------------- --------------
$2,386 $2,092
============= ==============
At December 31,
-------------------------------
1999 2000
---- ----
Gross unrealized holding gains................................. $38 $65
Gross unrealized holding losses................................ - -
7. Other Assets:
At December 31,
-------------------------------
1999 2000
---- ----
Employee housing loans.......................................... $631 $786
Rental and utility deposits..................................... 592 560
------------- --------------
$1,223 $1,346
============= ==============
8. Current Liabilities:
At December 31,
-------------------------------
1999 2000
---- ----
Deferred income and customer prepayments:
Advertising...................................................... $11,529 $12,229
Subscription and others.......................................... 3,610 3,659
------------- --------------
$15,139 $15,888
============= ==============
At December 31,
-------------------------------
1999 2000
---- ----
Accrued liabilities:
Salaries, wages and commissions.................................. $805 $,251
Retirement benefit plans......................................... 522 493
Current portion of liabilities for incentive and bonus plans..... 2,725 2,848
Others........................................................... 3,017 1,236
Equity in loss of affiliate...................................... - 51
------------- --------------
$7,069 $5,879
============= ==============
-54-
9. Liabilities for Incentive and Bonus Plans:
At December 31,
-------------------------------
1999 2000
---- ----
Liability for incentive plan.................................... $1,400 $-
Liability for long term discretionary bonus program............. 2,140 1,794
------------- --------------
$3,540 $1,794
============= ==============
10. Related Party Transactions
The Company has extended loans to certain members of its senior management
to finance their purchase or lease of residences. The loans for the
purchase of a residence are secured by the subject residence, bear interest
at a rate of LIBOR plus 2 to 3%, generally have a term of ten years and
become due and payable immediately under certain circumstances, including
their termination of employment with the Company. The loans for the lease
of a residence are unsecured, interest free and are repayable in equal
monthly installments over the period of the lease, typically less than or
equal to twelve months. Loans due from employees for purchase of residences
were $631 and $786 as of December 31, 1999 and 2000 respectively. Loans due
from employees for lease of residences were $291 and $219 as of December
31, 1999 and 2000, respectively.
The Company leases certain office facilities from subsidiaries of the
Parent Company under cancellable operating leases that include both rental
and building maintenance services. During the years ended December 31,
1998, 1999 and 2000, the Company incurred rental and building management
services expenses of $2,036, $1,406 and $950, respectively, with respect to
these office facilities.
The Company also receives legal and secretarial services from subsidiaries
of the Parent Company. During the year ended December 31, 1998, 1999 and
2000, the Company incurred such legal and secretarial services expenses of
$ NIL, $64 and $455 respectively.
The Company had $11,404 and $11,404 amounts due to the Parent Company as of
December 31, 1999 and 2000, respectively. The amount due to the Parent
Company is unsecured and has no fixed repayment terms prior to January 1,
2000. Interest was charged in the range of 2 to 3%. During the years ended
December 31, 1998, 1999 and 2000, the Company incurred interest expense of
$336, $337 and NIL, respectively, with respect to amounts due to the Parent
Company.
Effective January 1, 2000, the Company executed an unsecured promissory
note in the principal amount of $11,404 to establish the repayment terms of
amounts owed to the Parent Company. On January 1, 2005, the Company will
begin repayment of this promissory note. The Company will make quarterly
payments of principal and interest over the following ten years. Interest
will accrue beginning January 1, 2005 at the applicable U.S. Federal Funds
rate.
During the years ended December 31, 1998, and 1999, the Company incurred
operating expenses of $660 and $640, respectively, allocated from the
Parent Company. The Company believes that the methods used in the
allocation of expenses were reasonable and that the consolidated statements
of income include all costs directly and indirectly attributable to the
Company. The amounts related to the Company have been determined by
segregating amounts related to the operations of the Company from those
related to the Parent Company. The determination of such amounts was made
by reference to individual records for costs specifically relating to the
Company or by allocation based on number of per-
-55-
sonnel, time spent by personnel, usage of facilities or similar references.
During the year 2000 there were no such allocated expenses from the Parent
Company.
Effective May 1, 2000, the Company engaged The Fairchild Corporation to
provided financial, legal and certain other services to the Company for a
fee of $42 per month. The Company terminated this arrangement effective
December 31, 2000. The Company incurred $333 expenses for these services
during the year ended December 31, 2000.
11. Liabilities for Incentive and Bonus Plans:
Before the commencement of the Equity Compensation Plans the Company
rewarded its senior management staff based on their current performance
through long term discretionary bonus awards. These awards are payable
approximately at the end of five or ten years from the date of the award,
even in the event of termination of employment unless certain non-compete
provisions have been violated. Amounts expensed related to these awards for
the years ended December 31, 1998, 1999 and 2000, were $287, $143 and $
NIL, respectively.
The required funds are set aside for payment of the discretionary bonuses
by purchasing U.S. Treasury strips zero % coupon maturing in either five or
ten years. These investments are held until maturity and the proceeds are
used for payment of the discretionary bonuses.
Certain sales representatives of the Company are eligible for incentive
awards under plans administered by the Company. Amounts expensed related to
incentive awards under plans administered by the Company for the years
ended December 31, 1998, 1999 and 2000 were $633, $45 and $116,
respectively. Amounts under liabilities for incentive plans include amounts
owed under plans previously administered by the Company.
12. Retirement Benefit Plans
The Company operates a number of defined contribution retirement benefit
plans. Employees working in a jurisdiction where there is no statutory
provision for retirement benefits are covered by the Company's plans.
The two principal defined contribution plans are plans where employees are
not required to make contributions. One of these two plans is separately
administered by an independent trustee and the plan assets are held
independent of the Company. The other one is not independently administered
and is currently unfunded. The Company's liabilities under this unfunded
plan as of December 31, 1999 and 2000 were $410 and $381, respectively.
The Company incurred costs of $968, $823 and $1,039 with respect to the
retirement plans in the years ended December 31, 1998, 1999 and 2000,
respectively.
13. Income Taxes
The Company and certain of its subsidiaries operate in the Cayman Islands
and other jurisdictions where there are no taxes imposed on companies.
Certain of the Company's subsidiaries operate in Hong Kong and Singapore
and are subject to income taxes in their respective jurisdictions. Also,
the Company is subject to withholding taxes for revenues earned in certain
other countries.
-56-
Income / (loss) before income taxes consists of:
Year Ended December 31,
----------------------------------------------
1998 1999 2000
---- ---- ----
Cayman Islands..................................... $13,462 $11,470 $(3,593)
Foreign............................................ (329) 934 (63,263)
--------------- --------------- --------------
$13,133 $12,404 $(66,856)
=============== =============== ==============
The provision for income taxes consists of:
Year Ended December 31,
----------------------------------------------
1998 1999 2000
---- ---- ----
Current tax expense:
Cayman Islands..................................... $- $- $-
Foreign............................................ 1,552 1,435 1,277
--------------- --------------- --------------
Total provision.................................... $1,552 $1,435 $1,277
=============== =============== ==============
The provision for income taxes for the years ended December 31, 1998, 1999
and 2000 differed from the amount computed by applying the statutory income
tax rate of 0% as follows:
Year Ended December 31,
----------------------------------------------
1998 1999 2000
---- ---- ----
Income taxes at statutory rate..................... $ - $ - $ -
Foreign income and revenues taxed at higher
rates............................................ 1,552 1,435 1,277
--------------- --------------- --------------
Total.............................................. $1,552 $1,435 $1,277
=============== =============== ==============
Effective tax rate................................. 11.82% 11.57% 10.70%
=============== =============== ==============
The effective tax rate for year 2000 was calculated on the income before income
taxes as adjusted for non-cash expenses and write down on investment, in order
to provide a better comparison. Based on the reported pre-tax loss, the
effective tax rate for year 2000 was (1.91)%.
Deferred tax assets consist of the following:
At December 31,
1999 2000
---- ----
Net operating loss carry forwards ............................... $ 164 $ 7,525
Less: valuation allowance ...................................... (164) (7,525)
--------------- ----------------
Deferred tax assets ............................................. $ - $ -
=============== ================
The Company recorded a full valuation allowance for the deferred tax assets
due to the uncertainty as to their ultimate realization.
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As of December 31, 2000, a subsidiary domiciled in Cyprus and a United
States subsidiary have net operating loss carry forwards of approximately
$1.7 million and $17.3 million, respectively. These losses can be utilised
to reduce future taxable incomes of these subsidiaries subject to
compliance with the taxation legislation and regulations in the relevant
jurisdictions. The majority of the loss carry forwards of Cyprus subsidiary
will expire in the year 2001.
14. Share Capital
As of December 31, 1999, Trade Media Holdings Ltd., predecessor to Global
Sources Ltd. was authorized to issue 50,000 ordinary shares, with a par
value of $1.00 per share, of which 44,500 shares were designated as Class A
and 5,500 shares are designated as Class B. As of each December 31, 1998
and 1999, 9,001 and 999 ordinary shares of Class A and Class B,
respectively had been issued and outstanding.
The Class A ordinary shares entitled holders to have one vote for each
share held while the Class B ordinary shares did not have any voting
rights. Except for the difference in voting rights, the Class A and Class B
ordinary shares did not differ in terms of dividend rights and entitlement
to assets distribution upon liquidation of the company.
On April 14, 2000, in conjunction with the Share Exchange Agreement
discussed in Note 21, Fairchild (Bermuda) Ltd. issued 25,051,380 ordinary
shares to the shareholders of Trade Media Holdings Ltd. in exchange for all
of its 10,000 ordinary shares outstanding at that date. All share and per
share amounts in these consolidated financial statements have been restated
for the years ended December 31, 1998 and 1999 in a manner similar to a
2,505 to 1 stock split. In addition, Fairchild (Bermuda) Ltd. issued 62,628
ordinary shares and 1,189,941 ordinary shares to The Fairchild Corporation
and the shareholders of the Fairchild Corporation respectively. After the
share exchange Fairchild (Bermuda) Ltd was renamed Global Sources Ltd. The
authorized share capital of the Company as at December 31, 2000 is
50,000,000 ordinary shares of $0.01 per value. As at December 31, 2000, the
Company has 26,303,949 ordinary shares issued and outstanding.
15. Fair Value of Financial Instruments
The carrying amounts of the Company's cash equivalents, accounts
receivable, accounts payable and accrued liabilities approximate fair value
due to their short maturities. The fair value of related party receivables
and payables cannot be determined due to the related party nature. The
carrying amount and market value of long term investments are discussed in
Note 6.
16. Concentration of Credit Risk and Other Risks
Financial instruments which potentially subject the Company to
concentration of credit risk consist primarily of investment in checking
and money market accounts, investment in U.S. Treasury strips zero %
coupon, trade accounts receivable and receivables from sales
representatives. The Company maintains checking and money market accounts
with high quality institutions. The Company has a number of customers,
operates in different geographic areas and generally does not require
collateral on accounts receivable or receivables from sales
representatives. In addition, the Company is continuously monitoring the
credit transactions and maintains reserves for credit losses where
necessary. No customer accounted for more than 10% of the Company's
revenues for each of the years ended December 31, 1998,
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1999 and 2000. No customer accounted for more than 10% of the accounts
receivable as of December 31, 1999 and 2000.
17. Operating Leases
All the Company's office facilities leases are cancellable operating leases
that expire in two to five years. During the years ended December 31, 1998,
1999 and 2000, the Company's operating lease rental expenses were $3,456,
$1,898 and $1,502, respectively.
18. Segment and Geographic Information
The Company has three reportable segments: online marketplace services,
transaction software and services and complementary media services.
Revenues by geographic location are based on the location of the customer.
(a) Segment Information
Year Ended December 31,
----------------------------------------------
1998 1999 2000
------------ --------------- ---------------
Revenues:
Online marketplace services.............................. $14,602 $25,795 $56,412
Transaction software and services........................ 1,228 584 733
Complementary media services............................. 76,817 62,116 43,424
Other.................................................... 3,226 3,379 4,597
------------ --------------- ---------------
Consolidated............................................. $95,873 $91,874 $105,166
============ =============== ===============
Year Ended December 31,
-----------------------------------------------
1998 1999 2000
------------ --------------- ---------------
Income/(loss) from Operations:
Online marketplace services.............................. $513 $3,607 $12,660
Transaction software and services........................ (1,889) (1,562) (3,001)
Complementary media services............................. 13,921 9,392 603
Other.................................................... 32 319 1,138
------------ --------------- ---------------
$12,577 $11,756 $11,400
Non-cash expenses........................................ - - (67,042)
============ =============== ===============
Consolidated............................................. $12,577 $11,756 $(55,642)
============ =============== ===============
At December 31,
------------------------------
1999 2000
---- ----
Identifiable Assets:.......................................................
Online marketplace services................................................ $16,319 $24,376
Transaction software and services.......................................... 572 10,564
Complementary media services............................................... 28,220 18,780
Other...................................................................... 1,534 1,986
------------- --------------
Consolidated............................................................... $46,645 $55,706
============= ==============
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(b) Foreign Operations
Year Ended December 31,
-----------------------------------------------
1998 1999 2000
-------------- ------------- ----------------
Revenues:
Asia..................................................... $87,654 $85,352 $97,501
United States............................................ 5,630 4,618 5,235
Europe................................................... 1,783 1,159 1,083
Other.................................................... 806 745 1,347
-------------- ------------- ----------------
Consolidated............................................. $95,873 $91,874 $105,166
============== ============= ================
At December 31,
------------------------------
1999 2000
------------- --------------
Long-Lived Assets:
Asia....................................................................... $11,756 $26,060
United States............................................................. - 114
------------- --------------
Consolidated............................................................... $11,756 $26,174
19. Contingencies
From time to time the Company is involved in litigation in the normal
course of business. While the results of such litigation and claims cannot
be predicted with certainty, the Company believes that it is remote that
the outcome of the outstanding litigation and claims as of the current date
will have a material adverse effect on the Company's consolidated financial
position and results of operations.
20. Capital Commitments
On September 6, 2000 the Company entered into a joint venture agreement
with Dollar Dex.com Inc. to set-up a joint venture company to provide
online cargo insurance market place services to buyers and suppliers
worldwide. Under the terms of the agreement, the Company has an obligation
to provide $200 working capital loan to the joint venture company.
21. Share Exchange Agreement
On December 6, 1999, a Share Exchange Agreement was executed by The
Fairchild Corporation, Fairchild (Bermuda), Ltd., Trade Media Holdings Ltd.
and the shareholders of Trade Media Holdings Ltd. (the "Share Exchange").
Under the Share Exchange, Fairchild (Bermuda), Ltd. issued additional
common shares in exchange for all of the issued and outstanding shares of
the Company.
After the Share Exchange, The Fairchild Corporation and shareholders of The
Fairchild Corporation hold less than 5% and the shareholders of Trade Media
Holdings Ltd. hold the remainder of the combined companies. After the Share
Exchange, Fairchild (Bermuda), Ltd. was renamed Global Sources Ltd. Global
Sources Ltd. recorded the Share Exchange as a recapitalization. This
reflected a private operating company, Trade Media Holdings Ltd., as the
acquirer combining into Fairchild (Bermuda), Ltd., a non-operating public
shell corporation with nominal net assets. As of, and subsequent to, the
Share Exchange, the historical consolidated financial statements of Trade
Media Holdings Ltd. are being pre-
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sented as the continuing accounting entity, similar to a reverse
acquisition. Thereafter, all of the historical consolidated financial
statements presented represent that of Trade Media Holdings Ltd.
In the Share Exchange, the Company issued 25,051,380 ordinary shares to the
shareholders of Trade Media Holdings Ltd. in exchange for all of its 10,000
ordinary shares outstanding at that date. The shareholders' equity of Trade
Media Holdings Ltd. has been restated to reflect the effect of the 2,505 to
1 exchange ratio. The authorized share capital of the Company following the
Share Exchange is 50,000,000 ordinary shares. In addition, the Company
issued 62,628 ordinary shares and 1,189,941 ordinary shares to The
Fairchild Corporation and The Fairchild Corporation's shareholders,
respectively.
On April 3, 2000, the Form F-1 was declared effective, and on April 14,
2000, the above Share Exchange Agreement was consummated. As of April 14,
2000, the Company was publicly listed on NASDAQ.
The transaction costs associated with the Share Exchange Agreement,
amounting to $750 and $609 have been expensed during the year ended
December 31, 1999 and 2000, respectively. This expense is included under
general and administrative cost for the year ended December 31, 1999 and
2000 in the Consolidated Statements of Income.
22. Restricted Share Award Plan
On February 4, 2000, the Company established a restricted share award plan
for the benefit of its chairman and chief executive officer in recognition
of services to the Company. In conjunction with the restricted share award
plan, the Parent Company assigned 4,008,221 ordinary shares of the Company,
representing a 16% equity interested in the Company, to the Company. The
Company then awarded these shares to its chairman and chief executive
officer. The chairman and chief executive officer's entitlement to 501,028
of these shares is subject to an employment agreement with one of the
Company's United States subsidiaries and entitlement to such shares vested
immediately. The chairman and chief executive officer's entitlement to
3,507,193 of these shares is subjected to employment, non-compete and
vesting terms under an employment agreement with one of the Company's
United States subsidiaries. The 3,507,193 shares were to vest ratably over
10 years, 10% each year. However, effective August 30, 2000, the Company's
Board of Directors approved the accelerated vesting all the restricted
shares granted to the chairman and chief executive officer resulting in
immediate vesting of all the shares. The Company recorded total $64,000
non-cash compensation expense associated with these awards in the year
ending December 31, 2000.
23. Equity Compensation Plans
On December 30, 1999, the Company established the Global Sources Employee
Equity Compensation Trust (the "Trust") for the purpose of administering
monies and other assets to be contributed by the Company to the Trust for
the establishment of equity compensation and other benefit plans. The Trust
is administered by Harrington Trust Limited (the "Bermuda Trustee"). The
Bermuda Trustee in the exercise of its power under the Declaration of Trust
may be directed by the plan committee, including the voting of securities
held in the Trust. The Board of Directors of the Company will select the
members of the plan committee.
On February 4, 2000, in conjunction with the establishment of the Trust and
the Share Exchange, the Parent Company assigned 2,505,138 ordinary shares
of the Company, representing a 10% equity interest
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in the Company, to the Company for the establishment of share option plans
and/or a restricted share award plans, known as ECP I, ECP II and ECP III.
Subsequently, share option plans and/or restricted share award plans, known
as ECP IV and ECP V were established.
Eligible employees, directors and consultants under ECP I are entitled to
purchase common shares of Global Sources Ltd. at a price determined by the
plan committee at the time of the grant. The exercise price of these
options may be below the fair market value of the Company's ordinary
shares. The plan committee determines who will receive, and the terms of,
the options. Optionees may pay for ordinary shares purchased upon exercise
of options by check or by the delivery of other securities of the Company.
Payment shall made to the Trust.
Eligible employees, directors and consultants under ECP II were entitled to
purchase common shares of Global Sources Ltd. at an exercise price
determined by the plan committee at the time of the grant. There are two
types of options under this plan. The exercise price of both of these
options were below the fair market value of the Company's ordinary shares
at that time. The plan committee determines who will receive, and the terms
of, the options. Employees could decide whether to take up the options for
a period of 95 days ending June 29, 2000. All the options granted were
exercised. Optionees were able to pay for ordinary shares purchased upon
exercise of options by check or by the delivery of other securities of the
Company. Payment has been made to the Trust. Entitlement of the employees,
directors and consultants to these common shares is subject to employment
and vesting terms.
Eligible employees and directors under ECP III were awarded a defined
amount of compensation payable in Global Sources Ltd. common shares the
number of which were determined by dividing the amount of compensation
awarded by an amount determined by the plan committee prior to the Share
Exchange.
Entitlement of the employees to these common shares is subject to
employment and vesting terms.
The non-cash compensation expense associated with awards in accordance with
APB 25 and SFAS 123, under ECP II and ECP III of approximately $3,729 and
$3,026, respectively, are recognised rateably over the three year vesting
term.
Eligible employees directors and consultants under ECP IV are awarded a
defined amount of compensation payable in Global Sources Ltd. common shares
the number of which are determined by the plan committee periodically.
Entitlement of the employees, directors and consultants to these common
shares done and will be subject to employment and vesting terms.
Eligible employees, directors and consultants under ECP V were awarded a
one-time grant of shares the number of which were determined by the plan
committee.
Entitlement of the employees to these common shares is subject to
employment and vesting terms.
The Equity Compensation Plan committee approved the awards under ECP IV and
ECP V on January 23, 2001.
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The non-cash compensation expenses associated with awards in accordance
with APB 25 and SFAS 123 under ECP IV and ECP V of approximately $3,525 and
$2,453 respectively, will be recognised over the five year vesting term.
Shares
-----------------------------------------------------
Plan Inception March, 2000 ECP II ECP III
------ -------
Purchase plan Gift plan
------------- ---------
Restricted Shares Granted 80,587 201,084 102,850
=============== ============== ================
Exercise Price per Share $24.00 $ NIL $ NIL
24. Directors Stock Option Plan
A Non-executive Director Option Plan was approved on October 26, 2000 by
the shareholders of the Company. The award would vest over four years, with
one-quarter of the shares vesting each year. The option price, per share,
payable before the end of each February, would be fifteen percent less than
the average closing price of the shares for the last five trading days of
the previous calendar year.
The non-executive Directors could decline all or part of the award, which
is non-transferable. Only one director accepted on February 10, 2001 the
offer for the 20,000 shares offered under option.
25. Credit Facility and Loan to Chairman and Chief Executive Officer
On March 17, 2000, the Company entered into a credit facility with the Bank
of Bermuda (Isle of Man) Limited. The credit facility has a term of one
year and provides for borrowings of up to $25,000, with minimum borrowings
of $1,000. The lender may request security from time to time to secure
borrowings under the credit facility. The credit facility bears interest,
payable quarterly in arrears, at the London Inter-Bank Market Rate plus
0.5%. The Parent Company has guaranteed all of the Company's obligations
under the credit facility.
On March 22, 2000, the Company used a portion of the credit facility in the
amount of $5,260, to repay and cancel a loan made on March 9, 2000 from the
Parent Company to one of the Company's United States subsidiaries. Funds
from the loan to one of the Company's United States subsidiaries were used
to make a loan on March 9, 2000 to the Company's chairman and chief
executive officer to pay his U.S. taxes. This loan bore interest at the
applicable U.S. Federal Funds rate plus 2%. On December 19, 2000, the
Company's chairman and chief executive officer repaid the loan along with
the interest due. A further $8,000 of such credit facility has been used to
partially fund a $10,000 non-controlling and minority interest investment
made by the Company in an unaffiliated electronic commerce company. As of
December 31, 2000, $4,000 of principal was outstanding under this credit
facility.
On March 13, 2001, the credit facility has been extended for one more
year subject to the same terms and conditions as applicable to the
original facility.
26. Joint Ventures
(i) On July 7, 2000 the Company entered into an agreement with CMP Media
Inc., through United Business Media B.V., a subsidiary of United News
and Media plc. (CMP) to set-up a joint venture company to provide new
technol-
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ogy content, media and e-commerce services to the electronics
technology market in Asia. Initially the Company took a 80% equity
interest and CMP took 20% equity interest in the joint venture
company.
Under the terms of the agreement the Company transferred two of its
existing publications business, marketing inserts business and
conference and exhibitions business to the joint venture company as a
consideration for the 80% share. CMP paid $6,000 in cash for its share
of 20%.
Subsequently, CMP purchased and additional 19.9% interest in joint
venture from the Company, for which CMP executed a promissory note for
$6,000 payable to the Company. The promissory note can be repaid out
of the dividends received by CMP from the joint venture company. The
promissory note bears interest of LIBOR plus two percent.
The consolidated accounts of the Company for the year ended December
31, 2000 include 100% of the assets and liabilities of the above joint
venture company and the ownership interest of CMP is recorded as
minority interest and is included within long term liabilities.
(ii) On September 6, 2000 the Company entered into a joint venture
agreement with DollarDEX.com Inc. to set-up a joint venture company to
provide online cargo insurance market place services to the buyers and
suppliers worldwide. The Company and Dollar Dex.com Inc. each have a
50% ownership in the Joint venture.
This investment is being accounted for using the equity method. The
Company's share of $51 in current year loss of the investee company is
reflected on the consolidated statements of income, the same amount
being the aggregate carrying value of this investment is included in
liabilities in the consolidated balance sheet as at December 31, 2000.
Under the terms of the agreement, each of the share holders in the
joint venture has an obligation to provide of $200 working capital
loan to the joint venture company.
Dividend Policy
We have not paid any cash dividends on our common shares since October 1999.
Previously, we paid dividends as a private company as a means to distribute
earnings to shareholders. Beginning in October 1999, we have focused on the
implementation of our growth plans, and we have retained earnings in furtherance
of such plans. Currently, we do not intend to pay dividends for the foreseeable
future in order to focus on our growth plans.
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ITEM 9. THE OFFER AND LISTING
Price history of stock
Global Sources Ltd. Shares Prices in Year 2000
Period High Low
------------------------------- -------- ------------
Year 2000 $99.8750 $8.7500
Second Quarter 2000 99.8750 21.0000
Third Quarter 2000 37.0000 25.0000
Fourth Quarter 2000 33.3125 8.7500
October 2000 33.3125 25.5000
November 2000 29.9375 21.0000
December 2000 22.1250 8.7500
January 2001 10.0000 8.0000
February 2001 11.2500 9.2500
March 2001 10.8125 8.0000
Markets
Our shares are listed and traded on NASDAQ national market.
ITEM 10. ADDITIONAL INFORMATION
Description of shareholder rights attaching to our common shares
Fairchild (Bermuda) was incorporated in Bermuda on November 9, 1999 under the
Companies Act 1981 of Bermuda. After a share exchange with Trade Media,
Fairchild (Bermuda) changed its name to Global Sources Ltd. The rights of our
shareholders are governed by Bermuda law and our memorandum of association and
bye-laws.
The following discussion of our common shares, and the laws governing the rights
of our shareholders, is based upon the advice of Appleby, Spurling & Kempe, our
Bermuda counsel.
Our authorized share capital consists of 50,000,000 common shares, par value
$0.01 per share, of which 26,303,949 common shares are issued and outstanding.
o Holders of the common shares have no preemptive, redemption,
conversion or sinking fund rights.
o Holders of the common shares are entitled to one vote per share on all
matters submitted to a vote of holders of common shares and do not
have any cumulative voting rights.
o In the event of our liquidation, dissolution or winding-up, the
holders of common shares are entitled to share ratably in our assets,
if any, remaining after the payment of all our debts and liabilities.
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o Our outstanding common shares are fully paid and nonassessable.
o Additional authorized but unissued common shares may be issued by the
board of directors without the approval of the shareholders.
The holders of common shares will receive such dividends, if any, as may be
declared by the board of directors out of funds legally available for such
purposes. We may not declare or pay a dividend, or make a distribution out of
contributed surplus, if there are reasonable grounds for believing that:
o we are, or after the payment would be, unable to pay our liabilities
as they become due; or
o the realizable value of our assets after such payment or distribution
would be less than the aggregate amount of our liabilities and our
issued share capital and share premium accounts.
The following is a summary of provisions of Bermuda law and our organizational
documents, including the bye-laws. We refer you to our memorandum of association
and bye-laws, copies of which have been filed with the SEC. You are urged to
read these documents for a complete understanding of the terms of the memorandum
of association and bye-laws.
Share capital
Our authorized capital consists of one class of common shares. Under our
bye-laws, our board of directors has the power to issue any authorized and
unissued shares on such terms and conditions as it may determine. Any shares or
class of shares may be issued with such preferred, deferred, qualified or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as we may from time to time by resolution of the
shareholders prescribe.
Voting rights
Generally, under Bermuda law and our bye-laws, questions brought before a
general meeting are decided by a simple majority vote of shareholders present or
represented by proxy. Each shareholder is entitled to one vote for each share
held. Matters will be decided, by way of votes cast by way of show of hands
unless a poll is demanded.
If a poll is demanded, each shareholder who is entitled to vote and who is
present in person or by proxy has one vote for each common share entitled to
vote on such question. A poll may only be demanded under the bye-laws by:
o the chairman of the meeting;
o at least three shareholders present in person or by proxy;
o any shareholder or shareholders present in person or by proxy and
holding between them not less than one-tenth of the total voting
rights of all shareholders having the right to vote at such meeting;
or
o a shareholder or shareholders present in person or represented by
proxy holding shares conferring the right to vote at such meeting,
being common shares on which an aggregate sum
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has been paid up equal to not less than one-tenth of the total sum
paid up on all such common shares conferring such right.
No shareholder shall, unless the board of directors otherwise determines, be
entitled to vote at any general meeting unless all calls or other sums presently
payable by that shareholder in respect of all shares held by such shareholder
have been paid.
Dividend rights
Under Bermuda law, a company may declare and pay dividends unless there are
reasonable grounds for believing that the company is, or would, after the
payment, be unable to pay its liabilities as they become due or that the
realizable value of the company's assets would thereby be less than the
aggregate of its liabilities and issued share capital and share premium
accounts.
Under our bye-laws, each share is entitled to a dividend if, as and when
dividends are declared by the board of directors. The board of directors may
determine that any dividend may be paid in cash or will be satisfied in paying
up in full common shares in Global Sources to be issued to the shareholders
credited as fully paid or partly paid. The board of directors may also pay any
fixed cash dividend which is payable on any of our common shares half-yearly or
on other dates, whenever our position, in the opinion of the board of directors,
justifies such payment.
Dividends, if any, on our common shares will be at the discretion of our board
of directors and will depend on our future operations and earnings, capital
requirements, surplus and general financial conditions as our board of directors
may deem relevant.
Purchase by a company of its own common shares
We may purchase our own common shares out of the capital paid up on the common
shares in question or out of funds that would otherwise be available for
dividend or distribution or out of the proceeds of a fresh issue of common
shares made for the purposes of the purchase. We may not purchase our shares if,
as a result, our issued share capital would be reduced below the minimum capital
specified in our memorandum of association.
However, to the extent that any premium is payable on the purchase, the premium
must be provided out of the funds of the company that would otherwise be
available for dividend or distribution or out of a company's share premium
account. Any common shares purchased by a company are treated as cancelled and
the amount of the company's issued capital is diminished by the nominal value of
the shares accordingly but shall not be taken as reducing the amount of the
company's authorized share capital.
Preemptive rights
Our bye-laws do not provide the holders of our common shares preemptive rights
in relation to any issues of common shares by us or any transfer of our shares.
Variation of rights
We may issue more than one class of shares and more than one series of shares in
each class. If we have more than one class of shares, the rights attached to any
class of shares may be altered or abrogated either:
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o with the consent in writing of the holders of not less than
seventy-five percent of the issued common shares of that class; or
o with the sanction of a resolution passed at a separate general meeting
of the holders of such common shares, voting in proxy or present, at
which a quorum is present.
The bye-laws provide that a quorum for such a meeting shall be two persons
present in person or by proxy representing a majority of the shares of the
relevant class. The bye-laws specify that the creation or issue of shares
ranking on parity with existing shares will not, subject to any statement to the
contrary in the terms of issue of those shares or rights attached to those
shares, vary the special rights attached to existing shares.
Transfer of common shares
Subject to the "Transfer Restrictions" section below, a shareholder may transfer
title to all or any of his shares by completing an instrument of transfer in the
usual common form or in such other form as the board of directors may approve.
The form of transfer is required to be signed by or on behalf of the transferor.
Transfer Restrictions
The board of directors may in its absolute discretion and without assigning any
reason refuse to register the transfer of any share that is not fully paid.
The board of directors may refuse to register an instrument of transfer of a
share unless it:
o is duly stamped, if required by law, and lodged with us;
o is accompanied by the relevant share certificate and such other
evidence of the transferor's right to make the transfer as the board
of directors shall reasonably require;
o has obtained, where applicable, permission of the Bermuda Monetary
Authority; and
o is in respect of one class of shares.
A "blanket" authorization has been obtained from the Bermuda Monetary Authority
for all transfers of our common shares between persons who are not resident in
Bermuda for exchange control purposes, provided our common shares remain listed
on an "appointed stock exchange" (which includes listings on the Nasdaq National
Market).
Transmission of Shares
In the event of the death of a shareholder, the survivor or survivors, where the
deceased shareholder was a joint holder, or the legal personal representative of
such shareholder, including executors and administrators, shall be the only
persons recognized by us as having any title to the shareholder shares.
Disclosure of Interests
Our bye-laws provide that a director who has at least a five percent interest,
directly or indirectly, in an entity that is interested in a contract or
proposed contract or arrangement with us, shall declare the nature of such
interest at
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the first opportunity at a meeting of the board of directors, or by writing to
the board of directors. If the director has complied with the relevant sections
of the Companies Act and the bye-laws with regard to the disclosure of his
interest, the director may vote at a meeting of the board of directors or a
committee thereof on a contract, transaction or arrangement in which that
director is interested and he will be taken into account in ascertaining whether
a quorum is present.
Rights in Liquidation
Under Bermuda law, in the event of liquidation, dissolution or winding-up of a
company, after satisfaction in full of all claims of creditors and subject to
the preferential rights accorded to any series of preferred stock, the proceeds
of such liquidation, dissolution or winding-up are distributed among the holders
of shares in accordance with a company's bye-laws.
Under our bye-laws, if we are wound up, the liquidator may, with the sanction of
a resolution from us and any sanction required by the Companies Act, divide
amongst the shareholders in specie or kind the whole or part of our assets,
whether they shall consist of property of the same kind or not and may for such
purposes set such values as he deems fair upon any property to be divided as set
out above and may determine how such division shall be carried out as between
the shareholders.
Meetings of Shareholders
Under Bermuda law, a company is required to convene at least one general meeting
per calendar year. The directors of a company, notwithstanding anything in its
bye-laws, shall, on the requisition of the shareholders holding at the date of
the deposit of the requisition not less than one-tenth of the paid-up capital of
the company carrying the right of vote, duly convene a special general meeting.
The bye-laws provide that the board of directors may convene a special general
meeting whenever in their judgment such a meeting is necessary. Unless the
bye-laws of a company specify otherwise, Bermuda law requires that shareholders
be given at least five days' notice of a meeting of the company. Our bye-laws
extend this period to provide that at least 21 days' written notice of a general
meeting must be given to those shareholders entitled to receive such notice. The
accidental omission to give notice to or nonreceipt of a notice of a meeting by
any person does not invalidate the proceedings of a meeting.
Under Bermuda law the number of shareholders constituting a quorum at any
general meeting of shareholders may not be less than two individuals. Our
bye-laws add to this quorum requirement to provide that no business can be
transacted at a general meeting unless a quorum of at least two shareholders
representing a majority of the issued shares of the company are present in
person or by proxy and entitled to vote. A shareholder present at a general
meeting or a meeting of a class of shareholders in person or by proxy shall be
deemed to have received appropriate notice of the meeting.
Under our bye-laws, notice to any shareholders may be delivered either
personally or by sending it through the post, by airmail where applicable, in a
pre-paid letter addressed to the shareholder at his address as appearing in the
share register or by delivering it to, or leaving it at such registered address.
A notice of a general meeting is deemed to be duly given to the shareholder if
it is sent to him by cable, telex or telecopier.
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Access to Books and Records and Dissemination of Information
Under Bermuda law, members of the general public have the right to inspect the
public documents of a company available at the office of the Bermuda Registrar
of Companies. These documents include the memorandum of association and any
alteration to the memorandum of association.
Our shareholders and directors have the additional right to inspect our minute
books and our audited financial statements, which must be presented at an annual
general meeting.
Our bye-laws provide that the register of shareholders of a company is required
to be open for inspection during normal business hours by shareholders without
charge and to members of the general public on the payment of a fee. A company
is required to maintain its share register in Bermuda but may, subject to the
provisions of the Companies Act, establish a branch register outside of Bermuda.
We have established a branch register with our transfer agent ChaseMellon
Shareholder Services, LLC at 44 Wall Street, 6th Floor, New York, New York
10005.
Under Bermuda law, a company is required to keep at its registered office a
register of its directors and officers that is open for inspection for not less
than two hours in each day by members of the public without charge. Our bye-laws
extend this obligation to provide that the register of directors and officers be
available for inspection by the public during normal business hours. Bermuda law
does not, however, provide a general right for shareholders to inspect or obtain
copies of any other corporate records.
Election or Removal of Directors
The bye-laws provide that the number of directors will be such number not less
than two, as our shareholders by resolution may from time to time determine. A
director will serve until his successor is appointed or his prior removal in the
manner provided by the Companies Act or the bye-laws. Our bye-laws provide that
at each annual general meeting one-third of the directors will retire from
office on a rotational basis based on length of time served. All directors must
provide written acceptance of their appointment within thirty days of their
appointment.
The board shall have the power at any time and from time to time to appoint any
individual to be a director so as to fill a casual vacancy. The board may
approve the appointment of alternate directors.
We may, in a special general meeting called for this purpose, remove a director,
provided notice of such meeting is served upon the director concerned not less
than fourteen days before the meeting and he shall be entitled to be heard at
that meeting.
The office of a director will be vacated in the event of any of the following:
o if he resigns his office by notice in writing to be delivered to our
registered office or tendered at a meeting of the board of directors;
o if he becomes of unsound mind or a patient for any purpose of any
statute or applicable law relating to mental health;
o if he becomes bankrupt under the law of any country or compounds with
his creditors;
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o if he is prohibited by law from being a director; or
o if he ceases to be a director by virtue of the Companies Act or is
removed from office pursuant to the bye-laws.
Amendment of Memorandum of Association and Bye-Laws
Bermuda law provides that the memorandum of association of a company may be
amended by resolution of the board subject to approval by a resolution passed at
a general meeting of which due notice has been given. An amendment to a
memorandum of association does not require the consent of the Minister of
Finance save for specific circumstances, for example, the adopting of any
special objects.
Under Bermuda law, the holders of:
o an aggregate of not less than twenty percent in par value of a
company's issued share capital or any class thereof, or
o not less in the aggregate than twenty percent of the company's
debentures entitled to object to alterations to its memorandum of
association,
have the right to apply to the Supreme Court of Bermuda for an annulment of any
amendment of the memorandum of association. Where such an application is made,
the amendment becomes effective only to the extent that it is confirmed by the
Bermuda Supreme Court. An application for an annulment of an amendment of the
memorandum of association must be made within twenty-one days after the date on
which the resolution altering the memorandum of association is passed and may be
made on behalf of the persons entitled to make the application by one or more of
their number as they may appoint in writing for the purpose. No such application
may be made by persons voting in favor of the amendment or any persons who have
given to the company a statement in writing duly signed that he, having had
notice, consents to the alteration.
Our bye-laws provide that such bye-laws may be amended in the manner provided
for in the Companies Act. The Companies Act provides that the directors may
amend the bye-laws, provided that any such amendment shall be operative only to
the extent approved by the shareholders.
Transactions with Interested Shareholders
Our bye-laws prohibit us from engaging in a business combination with any
interested shareholder unless the business combination is approved by two-thirds
of the holders of our voting shares (other than shares held by such interested
shareholder), or by a majority of continuing directors, or if certain prescribed
conditions are met assuring that we will receive fair market value in exchange
for such business combination. In this context, a "business combination"
includes mergers, asset sales and other material transactions resulting in a
benefit to the interested shareholder or the adoption of a plan for our
liquidation or dissolution; a "continuing director" is a member of our board of
directors that is not an affiliate or associate of an interested shareholder and
was a member of our board prior to such person becoming an interested
shareholder; and an "interested shareholder" is any person (other than us or any
of our subsidiaries, any employee benefit or other similar plan or any of our
shareholders that received our shares in connection with our recent share
exchange prior to the listing of our shares on Nasdaq) that owns or has
announced its intention to own, or with respect to any of our affiliates or
associates, within the prior two years did own, at least 15% of our voting
shares.
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Appraisal Rights and Shareholder Suits
Amalgamation
The Companies Act provides that, subject to the terms of a company's bye-laws,
the amalgamation of a Bermuda company with another company requires the
amalgamation agreement to be approved by the board of directors and at a meeting
of the shareholders by seventy-five percent of the members present and entitled
to vote at such meeting in respect of which the quorum shall be two persons
holding or representing at least one-third of the issued shares of the company
or class, as the case may be.
Our bye-laws alter the majority vote required and provide that any resolution
submitted for the consideration of shareholders at any general meeting to
approve a proposed amalgamation with another company requires the approval of
two-thirds of the votes of disinterested shareholders cast at such meeting.
Under Bermuda law, in the event of an amalgamation of a Bermuda company, a
shareholder who did not vote in favor of the amalgamation and who is not
satisfied that fair value has been offered for such shareholder's shares, may
apply to a Bermuda court within one month of notice of the meeting of
shareholders to appraise the fair value of those shares.
Class Actions and Derivative Actions
Class actions and derivative actions are generally not available to shareholders
under Bermuda law. Under Bermuda law, a shareholder may commence an action in
the name of a company to remedy a wrong done to the company where the act
complained of is alleged to be beyond the corporate power of the company, or is
illegal or would result in the violation of the company's memorandum of
association or bye-laws. Furthermore, consideration would be given by a Bermuda
court to acts that are alleged to constitute a fraud against the minority
shareholders or, for instance, where an act requires the approval of a greater
percentage of the company's shareholders than those who actually approved it.
When the affairs of a company are being conducted in a manner which is
oppressive or prejudicial to the interests of some part of the shareholders, one
or more shareholders may apply to a Bermuda court, which may make such order as
it sees fit, including an order regulating the conduct of the company's affairs
in the future or ordering the purchase of the shares of any shareholders, by
other shareholders or by the company.
Capitalization of Profits and Reserves
Under our bye-laws, the board of directors may resolve to capitalize all or any
part of any amount for the time being standing to the credit of any reserve or
fund which is available for distribution or to the credit of our share premium
account; and accordingly make such amount available for distribution among the
shareholders who would be entitled to it if distributed by way of a dividend in
the same proportions and on the footing that the same may be paid not in cash
but be applied either in or towards:
o paying up amounts unpaid on any of our shares held by the
shareholders; or
o payment up in full of our unissued shares, debentures, or other
obligations to be allotted and credited as fully paid amongst such
shareholders.
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As a proviso to the foregoing, the share premium account may be applied only in
paying up unissued shares to be issued to shareholders credited as fully paid,
and provided, further, that any sum standing to the credit of a share premium
account may only be applied in crediting as fully paid shares of the same class
as that from which the relevant share premium was derived.
Registrar or Transfer Agent
Our transfer agent and registrar is ChaseMellon Shareholder Services, L.L.C. In
addition to a register held by ChaseMellon, a register of holders of the shares
is maintained by Appleby, Spurling & Kempe in Bermuda located at Cedar House, 41
Cedar Avenue, Hamilton HM12, Bermuda.
Untraced Shareholders
We are entitled to sell the common shares of a person entitled to such common
shares provided such person goes untraced for a period of 12 years. We shall be
held to account to the rightful holder of such common shares for an amount equal
to the proceeds of sale. Any dividend or distribution out of contributed surplus
unclaimed for a period of six years from the date of declaration of such
dividend or distribution shall be forfeited and shall revert to us and the
payment by the board of directors of any unclaimed dividend, distribution,
interest or other sum payable on or in respect of the common share into a
separate account shall not constitute us a trustee in respect thereof.
Personal Liability of Directors and Indemnity
The Companies Act requires every officer, including directors, of a company in
exercising powers and discharging duties, to act honestly in good faith with a
view to the best interests of the company, and to exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances. The Companies Act further provides that any provision whether in
the bye-laws of a company or in any contract between the company and any officer
or any person employed by the company as auditor exempting such officer or
person from, or indemnifying him against, any liability which by virtue of any
rule of law would otherwise attach to him, in respect of any wilful negligence,
wilful default, fraud or dishonesty of which he may be guilty in relation to the
company, shall be void.
Every director, officer, resident representative and committee member shall be
indemnified out of our funds against all liabilities, loss, damage or expense,
including liabilities under contract, tort and statute or any applicable foreign
law or regulation and all reasonable legal and other costs and expenses properly
payable, incurred or suffered by him as director, officer, resident
representative or committee member; provided that the indemnity contained in the
bye-laws will not extend to any matter which would render it void under the
Companies Act as discussed above.
Material Contracts
We do not believe any of our contracts to be material to the operation of our
company, taken as a whole.
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Exchange Controls
Bermuda Law
We have been designated as a nonresident under the Exchange Control Act of 1972
by the Bermuda Monetary Authority. This designation will allow us to engage in
transactions in currencies other than the Bermuda dollar.
The Registrar of Companies (Bermuda) has neither approved nor disapproved of the
securities to which this document relates, nor passed on the accuracy or
adequacy of this document and accepts no responsibility for the financial
soundness of any proposals or the correctness of any statements made or opinions
expressed with regard to such securities. Approvals or permissions received from
the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda
Monetary Authority as to our performance or our creditworthiness. Accordingly,
in giving such approvals or permissions, the Bermuda Monetary Authority will not
be liable for our performance or default or for the correctness of any opinions
or statements expressed in this document.
The transfer of common shares between persons regarded as resident outside
Bermuda for exchange control purposes and the issue of common shares to such
persons may be effected without specific consent under the Control Act and
regulations thereunder. Issues and transfers of common shares to any person
regarded as resident in Bermuda for exchange control purposes require specific
prior approval from the Bermuda Monetary Authority under the Control Act.
There are no limitations on the rights of persons regarded as non-resident of
Bermuda for foreign exchange control purposes owning our shares. Because we have
been designated as a non-resident for Bermuda exchange control purposes, there
are no restrictions on our ability to transfer funds, other than funds
denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to
non-Bermuda residents who are holders of our shares, other than in respect of
local Bermuda currency.
Under Bermuda law, share certificates are only issued in the names of
corporations, partnerships or individuals. In the case of an applicant acting in
a special capacity, for example an executor or a trustee, certificates may, at
the request of the applicant, record the capacity in which the applicant is
acting.
Notwithstanding the recording of any such special capacity, we are not bound to
investigate or incur any responsibility in respect of the proper administration
of any such estate or trust.
We will take no notice of any trust applicable to any of our common shares
whether or not we had notice of such trust.
As an "exempted company", we are exempt from Bermuda laws which restrict the
percentage of share capital that may be held by non-Bermudians. However, as an
exempted company we may not participate in designated business transactions,
including:
o the acquisition or holding of land in Bermuda (except that required
for our business and held by way of lease or tenancy agreement for a
term not exceeding fifty years or, with the consent of the Minister
granted in his discretion, land held by way of lease or tenancy for a
term of not more than 21 years in order to provide accommodation or
recreational facilities for our officers and employees);
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o the taking of mortgages on land in Bermuda to secure an amount in
excess of $50,000 without the consent of the Minister of Finance of
Bermuda;
o the acquisition of bonds or debentures secured on land in Bermuda,
unless they are issued by the Bermuda Government or a public
authority; or
o the carrying on of business of any kind in Bermuda, except in
furtherance of our business carried on outside Bermuda or under a
license granted by the Minister of Finance of Bermuda.
Taxation
Bermuda Taxation
We have received from the Minister of Finance a written undertaking under the
Exempted Undertakings Tax Protection Act, 1996 (as amended) of Bermuda, to the
effect that in the event of there being enacted in Bermuda any legislation
imposing tax computed on profits or income, or computed on any capital asset,
gain or appreciation, or any tax in the nature of estate duty or inheritance
tax, then the imposition of any such tax shall not be applicable to us or to any
of our operations or to our shares, debentures or other obligations until March
28, 2016. These assurances are subject to the proviso that they are not
construed so as to prevent the application of any tax or duty to such persons as
are ordinarily resident in Bermuda or to prevent the imposition of property
taxes on any company owning real property or leasehold interests in Bermuda.
Currently there is no Bermuda withholding tax on dividends that may be payable
by us in respect to the holders of our common shares. No income, withholding or
other taxes or stamp duty or other duties are imposed upon the issue, transfer
or sale of the shares or on any payment thereunder. There is no income tax
treaty between Bermuda and the United States.
Documents On Display
Where You May Find More Information
We are required to comply with the reporting requirements of the Securities
Exchange Act of 1934, as amended, applicable to a foreign private issuer. We
will file annually a Form 20-F no later than six months after the close of our
fiscal year, which is December 31. As a foreign private issuer, we are exempt
from the rules under the Exchange Act prescribing the furnishing and content of
proxy statements, and our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. We will furnish our shareholders with annual
reports, which will include a review of operations and annual audited
consolidated financial statements prepared in conformity with U.S. GAAP. We
intend, although we are not obligated to do so, to furnish our shareholders with
quarterly reports by mail with the assistance of a corporate services provider,
which will include unaudited interim financial information prepared in
conformity with U.S. GAAP for each of the three quarters of each fiscal year
following the end of each such quarter. We may discontinue providing quarterly
reports at any time without prior notice to our shareholders.
Our reports and other information, when so filed, may be inspected and copied at
the public reference facilities maintained by the Securities and Exchange
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; and at the regional offices of the Securities and Exchange
Commission at Seven World Trade Center, 13th Floor, New York, New York 10048,
and at Citicorp Center, 500 West Madison Street, Suite
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1400, Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
These reports and other information may also be inspected at the offices of the
Nasdaq National Market, 1735 K Street, N.W., Washington, D.C. 20006.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We operate internationally and foreign exchange rate fluctuations may have a
material impact on its results of operations. Historically, currency
fluctuations have been minimal on a year to year basis in the currencies of the
countries where we have operations. As a result, foreign exchange gain or losses
in revenues and accounts receivable have been offset by corresponding foreign
exchange losses or gains arising from expenses. However, during the Asian
economic crisis of 1997 to 1998, both advertising sales and the value of Asian
currencies declined, which caused a significant decline in revenues that was not
fully offset by lower expense levels in Asian operations.
This decline in revenues occurred due to contracts being denominated and priced
in foreign currencies prior to devaluations in Asian currencies. The conversion
of these contract proceeds in U.S. dollars resulted in losses and reflects the
foreign exchange risk assumed by us between contract signing and the conversion
of cash into U.S. dollars. We believe this risk is mitigated because
historically a majority (ranging between 55% to 65%) of our revenues are
denominated in U.S. dollars or are received in the Hong Kong currency which is
currently pegged to the U.S. dollar. To the extent significant currency
fluctuations occur in the New Taiwan dollar or other Asian currencies, or if the
Hong Kong dollar is no longer pegged to the U.S. dollar, our profits would be
affected.
As of December 31, 2000, we have not engaged in foreign currency hedging
activities.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES - (Not
applicable)
PART II
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES - (Not applicable)
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS - (Not applicable)
ITEM 15. [RESERVED]
ITEM 16. [RESERVED]
PART III
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
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ITEM 17. FINANCIAL STATEMENTS - (Not applicable)
ITEM 18. FINANCIAL STATEMENTS
As provided in Item 8, the Company has presented financial statements in
accordance with U.S. accounting standards in lieu of Item 18.
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ITEM 19. EXHIBITS
EXHIBIT INDEX
Exhibit No. Description
1.1 Memorandum of Association of Fairchild (Bermuda), Ltd.*
1.2 Bye-laws of Fairchild (Bermuda), Ltd.*
2.1 Specimen Certificate*
4.1 Promissory Note, dated April 14, 2000, of Fairchild Technologies
(Bermuda), Ltd. to Fairchild Technologies USA, Inc.*
4.2 Form of executive officer employment agreement*
4.3 Employment Agreement dated November 1, 1999, by and between Trade
Media Holdings Limited and Merle Hinrichs*
4.4 Amendment to Employment Agreement dated January 19, 2000, between
Trade Media Holdings Limited and Merle Hinrichs*
4.5 Employment Agreement dated as of January 29, 2000, by and between LER
Corporation and Merle Hinrichs*
4.6 Form of Restricted Stock Award and Agreement, dated as of January 29,
2000, by and between LER Corporation and Merle Hinrichs*
4.7 Amendment No.1 to Restricted Stock Award and Agreement dated as of
February 29, 2000, by and between LER Corporation and Merle Hinrichs*
4.8 Form of The Global Sources Employee Equity Compensation Plan No. I*
4.9 Form of The Global Sources Employee Equity Compensation Plan No. II*
4.10 Form of The Global Sources Employee Equity Compensation Plan No. III*
4.11 Loan Agreement, dated March 7, 2000 of Trade Media Holdings Ltd. to
Hung Lay Si Co. Ltd.*
4.12 Facility Agreement, dated March 17, 2000, between Bank of Bermuda
(Isle of Man) Limited and Trade Media Holdings Ltd.*
4.13 Guarantee and Indemnity, dated March 17, 2000, between Hung Lay Si Co.
Ltd. and Bank of Bermuda (Isle of Man) Limited*
4.14 Unsecured Promissory Note, dated March 9, 2000, of Merle A. Hinrichs
to LER Corporation*
4.15 Extension of the Facility terms and conditions letter dated March 9,
2001, between Bank of Bermuda (Isle of Man) Limited and Trade Media
Holdings Ltd.
4.16 Acceptance of the terms and conditions relating to extension of the
facility dated March 13, 2001, by Trade Media Holdings Ltd.
4.17 Extension of the guarantee and indemnity, dated March 13, 2001,
between Hung Lay Si Co. Ltd and Bank of Bermuda (Isle of Man) Limited.
4.18 Form of The Global Sources Employee Equity Compensation Plan No. IV
4.19 Form of The Global Sources Employee Equity Compensation Plan No. V
8.1 Subsidiaries of Global Sources Ltd.
10.1 Share Exchange Agreement, dated as of December 6, 1999, by and among
The Fairchild Corporation, Fairchild (Bermuda), Ltd., Trade Media
Holdings Ltd. and the Shareholders of Trade Media Holdings Ltd. (as
amended by Amendment No. 1 thereto dated March 21, 2000)*
--------------------
* Incorporated by reference to Form 20-F Annual Report of Global Sources Ltd.
filed with the Securities and Exchange commission on June 30, 2000.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to this
annual report on its behalf.
GLOBAL SOURCES LTD.
By: /s/ EDDIE HENG
------------------------------------------------
Eddie Heng, Director and Chief Financial Officer
Date: May 10, 2001
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