UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(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 fiscal year ended December 31, 2002.
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.
(Translation 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:
26,313,949 common shares, $0.01 par value, outstanding as of March 31, 2003.
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/
TABLE OF CONTENTS
GENERAL INFORMATION
Page
PART I
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........................21
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................32
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...................38
ITEM 8. FINANCIAL INFORMATION...............................................41
ITEM 9. THE OFFER AND LISTING...............................................70
ITEM 10. ADDITIONAL INFORMATION..............................................70
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........80
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES..............80
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.....................80
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS.....................................................80
ITEM 15. CONTROLS AND PROCEDURES.............................................80
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT....................................81
ITEM 16B. CODE OF ETHICS......................................................81
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................81
PART III
ITEM 17. FINANCIAL STATEMENTS................................................81
ITEM 18. FINANCIAL STATEMENTS................................................81
ITEM 19. EXHIBITS............................................................82
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 operations 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," "predict," "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 one or more of these risks or uncertainties materialize, 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 on Form 20-F.
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 year ended December 31.
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
PART I
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 in "Operating and Financial
Review and Prospects." The consolidated statements of income data for each of
the three years ended December 31, 2000, 2001 and 2002 and selected consolidated
balance sheet data as of December 31, 2001 and 2002 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, 1998 and 1999 and selected consolidated
balance sheet data as of December 31, 1998, 1999 and 2000 are derived from our
audited financial statements not included in this document.
Year Ended December 31,
1998 1999 2000 2001 2002
Income Statement Data:
Revenue:
Online services.............................. $14,450 $25,463 $55,121 $55,468 $51,268
Other media services......................... 78,212 64,215 46,748 39,010 35,587
Miscellaneous................................ 1,681 594 1,184 807 631
--------------------------------------------------------------
Total revenue................................... 94,343 90,272 103,053 95,285 87,486
Operating expenses:
Sales........................................ 27,498 29,481 34,436 32,047 29,592
Circulation.................................. 15,413 13,069 13,337 11,757 11,581
General and administrative................... 35,294 32,134 36,197 33,726 29,785
Online services development.................. 3,182 3,461 6,665 8,393 5,378
Non-cash compensation expense(1)............. - - 65,689 2,501 2,564
Other(2)..................................... 379 371 2,371 3,476 3,740
--------------------------------------------------------------
Total operating expenses........................ 81,766 78,516 158,695 91,900 82,640
--------------------------------------------------------------
Income/(loss) from operations................... 12,577 11,756 (55,642) 3,385 4,846
Interest expense................................ (336) (337) (649) (172) -
Interest income................................. 732 558 1,135 357 439
Foreign exchange gains/(losses), net............ 160 427 50 (470) 50
Write-down of investments....................... - - (11,750) (1,150) -
--------------------------------------------------------------
Income/(loss) before income taxes............... 13,133 12,404 (66,856) 1,950 5,335
Income tax provision............................ (1,552) (1,435) (1,277) (1,143) (720)
--------------------------------------------------------------
Income/(loss) before minority interest.......... $ 11,581 $ 10,969 $(68,133) $807 $4,615
==============================================================
Equity in (loss)/income of affiliate............ - - (51) 51 -
Minority interest............................... - - (37) (83) (308)
--------------------------------------------------------------
Net income/(loss)............................... $11,581 $10,969 $(68,221) $775 $4,307
==============================================================
Basic and diluted net income/(loss) per share... $0.46 $0.44 $(2.63) $0.03 $0.16
==============================================================
Cash dividends declared per share............... 0.80 0.60 - - -
Weighted average shares outstanding(3).......... 25,051 25,051 25,948 26,304 26,308
-------------------------------------------------------------------------------------------------------------------
December 31,
1998 1999 2000 2001 2002
Balance Sheet Data:
Cash and cash equivalents...................... $15,713 $15,433 $12,727 $20,236 $37,208
Total assets................................... 46,960 46,645 55,706 53,602 62,650
Net assets..................................... 9,686 5,710 8,161 11,601 18,522
Long-term debt, less current portion 5,366 3,540 16,084 15,963 15,856
Total shareholders' equity..................... 9,686 5,710 8,161 11,601 18,522
___________________
--------------------------------------------------------------------------------
(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 grants under the employee equity compensation plans.
Approximately $623 (2001: $381; 2000: $291) represents sales expenses, $238
(2001: $87; 2000: $168) represents circulation, $1,179 (2001: $1,546; 2000:
$65,044) represents general and administrative and $524 (2001: $487; 2000:
$186) represents online services development expenses.
(2) Includes amortization of intangibles/software development cost and for the
year ended December 31, 2000 also includes non-cash listing expenses of
approximately $1.4 million.
(3) 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
share exchange, please see Note 21 of our consolidated financial statements
appearing elsewhere in this document.
-2-
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 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.
General economic uncertainty may reduce our revenues and affect our business.
The revenue growth and profitability of our business depends significantly on
the overall demand for Internet-based, business-to-business e-commerce
solutions. We believe that the market for these solutions may be negatively
impacted by a number of factors including reductions in marketing expenditures
by customers and the overall weakening of global economies. These factors may
give rise to a number of market trends that may slow our revenue growth. These
trends include the lengthening of sales cycles, the deferral or delay of
e-commerce projects, the reduction of expenditures for e-commerce solutions and
related services, and increased price competition. If the current economic
slowdown continues, the effects of the slowdown could adversely affect our
business, results of operations or financial condition.
We have a limited history in the online services business and may be unable to
expand our online services revenues.
We have a limited operating history in the online services business upon which
you may evaluate us. We expect to generate a significant portion of our revenue
in the future from our online services and related services. Our online services
revenue model is evolving and may change significantly in the future. Currently,
we derive most of our online services revenue from monthly fees paid by
suppliers for Marketing Websites. All other online services, such as banner
advertising, Private Buyer Catalogs and Private Supplier Catalogs, have not yet
generated, and may never generate, significant revenue. If revenue from our
online services does not continue to increase, our business, financial condition
or 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.
We may not be successful in pursuing acquisitions, joint ventures and alliances
to expand our business.
In order to remain competitive and to grow our business, we may conclude
selective acquisitions and enter into joint ventures and alliances. We may not
be able to negotiate the terms successfully, finance the acquisition or
arrangement, or integrate any new businesses, 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, we 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 alliance
arrangements successfully, our growth and revenue may be harmed.
-3-
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. 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/or 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 analyst,
investor and 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 buyer activity on Global
Sources Online is often relatively slower during the summer and year-end
vacation and holiday periods. Additionally, our online 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 increased advertising and media
buying 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, investors and shareholders, the price of
our 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.
The international markets in which we operate are subject to risks, including:
o fluctuations in regional economic conditions;
o political instability;
o conflicting and changing legal and regulatory requirements;
o restrictions placed on our operations due to our foreign status;
o significant changes in tax rates and reporting requirements;
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.
-4-
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.
Our dependence on key Asian markets for current and future revenue growth is
significant, and economic or political instability in those markets could reduce
our revenue and seriously harm our business.
Our customers in China provide more than 38% of our total revenues, and the size
of our market in China is forecasted to continue growing for the next several
years. The dependence we have on the China market and its revenues is
significant, and adverse political and/or economic changes in China may cause
our business to be harmed and our revenues to decline.
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 2002, we derived more than 90% of our revenue from customers in the
Asia-Pacific region. We expect that a majority of our future revenues 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 revenues
declined. If there is future political or economic instability in the
Asia-Pacific region, our business may be harmed and our revenues may decrease.
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, the Chinese Renminbi 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.
Current weakness of the telecommunications and Internet infrastructure in the
Asia-Pacific region could harm our business.
We are likely to continue to derive the majority of our e-commerce revenue in
the future from the Asia-Pacific region. The quality of the telecommunications
and Internet infrastructure, and telephone line availability in some
Asia-Pacific countries is poor. This may contribute to lower than expected
adoption of many of our services 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.
Customer concerns regarding security may deter use of our products and services.
Widely publicized security breaches involving the Internet or in e-commerce
generally, or our failure to prevent security breaches, may cause our current
and potential customers not to use our products and services. We may be required
to incur additional 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 ser-
-5-
vices of these third parties. As a result of third-party actions, we may fail to
provide accurate, complete and current information about them 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 a delay in the launch of new software or services.
We license some components of our technology from third parties. These licenses
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 rely 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
between us upon short notice. We may not retain some of our outsourcing firms,
or they may not retain some of their sales personnel or be able to replace them
with equally qualified personnel. Furthermore, if an outsourcing firm terminates
its agreement with us, some of our customers with a direct relationship with
that outsourcing firm or its personnel may terminate their relationship with us.
The loss of strategic relationships could make our services less appealing and
useful to our customers.
We have license and partnership agreements with third parties that provide us
with a wider geographic presence and product range with buyers. These third
parties expose our products and services to potential customers to which we
would not otherwise have access. The loss of such agreements could reduce our
presence in the market and make our services less appealing to our customers. In
addition, 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 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
restrict our development of technology, and may reduce our revenues and cash
flows. In particular, the services of our CEO, CFO, COO and CIO 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.
-6-
We may not be able to hire and retain sufficient technical personnel, which may
adversely affect implementation of our growth strategy and limit our revenues.
If we fail to hire and retain sufficient technical personnel, 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 services.
If we are not able to prevent third parties from acquiring Web domain names that
are similar to the various Internet Web domain names that we own, third parties
could create confusion that diverts traffic to other websites away from our
online services, thereby adversely affecting our business. The acquisition and
maintenance of Web domain names generally is regulated by governmental agencies.
The regulation of Web domain names 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 domain names in all countries where we conduct business.
Furthermore, the relationship between regulations governing such addresses and
laws protecting proprietary rights is unclear.
If we release new services, catalog tools or 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 services depend on software that is complex and that may contain unknown and
undetected defects, errors or performance problems. We may not discover 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.
-7-
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 libel and defamation, patent,
trademark, copyright and design infringement, allegations of passing off, and
invasion of privacy. Providers of Internet products and services have been sued
in the past, sometimes successfully, based on the content published or made
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 when entering such data. If our content is improperly
used or if we supply incorrect information, third parties may take legal action
against us. In addition, we may violate usage restrictions placed on text or
data that is supplied to us by third parties. Our insurance may not cover claims
of this type, or may not provide sufficient coverage, which could harm our
business, financial condition or 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 develop or 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. In addition, we may be unable to detect
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 and advisable to protect and to gain ownership of
all co-developed intellectual property. However, if such third parties were to
introduce similar or
-8-
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 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 their
intellectual property rights, we could be required to pay substantial damage
awards and be forced to develop non-infringing technology, obtain a license or
cease using the applications that contain the infringing technology or content.
We may be unable to develop non-infringing 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 successful 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 current
allegations will be sustained, or if sustained, 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 other 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 by it of our products and services is often long and may have delays
associated with the lengthy budgeting and approval processes of our customers.
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.
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 accordance with 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.
-9-
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. We
currently have as of December 31, 2002 approximately 1,065 shareholders, and
approximately 6,149,840 shares that are tradable on the NASDAQ National Market.
However, because of the small number of shareholders and the small number of
tradable shares, 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 or 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.
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 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.
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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 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 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.
ITEM 4. INFORMATION ON THE COMPANY
History and Development of the Company
We are a leading facilitator of global merchandise trade. Our business began in
1971 in Hong Kong when we launched Asian Sources, a trade magazine to serve
global buyers importing products in volume from Asia. Today, we are one of
Asia's leading providers of trade information in print, online, on CD-ROM and
face-to-face, meeting the marketing and sourcing needs of our supplier and buyer
community.
While our core business facilitates imports from Asia, we also facilitate trade
in the opposite direction. In 1985, we launched Electronics News for China for
this purpose, and today we have several publications, their associated websites,
leading events and conferences that provide information to high-tech design
engineers and manufacturers in China and throughout Asia.
Realizing the importance of e-commerce, we commercially released the first
version of Global Sources Transact software in 1991. We then became one of the
first providers of business-to-business online services by launching Asian
Sources Online in 1995. In 1999, we changed the name of Asian Sources Online to
Global Sources Online.
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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 became incorporated under the
laws of Bermuda and changed our name to Global Sources Ltd.
Our capital expenditures during the year ended December 31, 2002 amounted to
$4.2 million and were incurred mainly for computers, software and furniture and
fixtures. Capital expenditures during the three months period ended March 31,
2003 amounted to $0.4 million and were incurred mainly for computers, software
and a motor vehicle. Our capital expenditures were financed using cash generated
from our operations. The net book value of capital assets disposed during the
year ended December 31, 2002 and three months ended March 31, 2003 amounted to
$0.2 million and approximately $NIL million respectively.
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
Global Sources facilitates global trade between buyers and suppliers, by
providing the right information, at the right time, in the right format. We
enable more effective buying and selling by providing valuable,
industry-specific information and integrated marketing solutions through our
online services, trade magazines, CD-ROMs, and conferences and exhibitions. In
addition, we help companies create, manage and distribute their own product
information by providing an end-to-end content management solution.
We serve an independently certified community of more than 378,000 active
members in over 230 countries and territories. These individuals purchase direct
goods in volume for resale. As of December 31, 2002, over 140,000 suppliers were
listed in our online services. During the year ended December 31, 2002, buyers
sent more than 3.3 million Requests For Information (RFIs) to suppliers through
Global Sources Online. Our online services are comprised of 18 vertical and 14
geographic portals and we believe that they host more marketing and sourcing
activity than any other global merchandise trade marketplace. Revenue from our
online services grew from 15.3% of our total revenue for the year ended December
31,1998 to 58.6% of our total revenue for the year ended December 31, 2002.
Online services revenue equaled $51.3 million for the year ended December 31,
2002.
The following table sets forth our revenue categories for the last three fiscal
years:
Year Ended December 31,
2000 2001 2002
Revenues:
Online services.................................. $ 55,121 $ 55,468 $ 51,268
Other media services............................. 46,748 39,010 35,587
Miscellaneous.................................... 1,184 807 631
$ 103,053 $ 95,285 $ 87,486
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The following table represents our revenue by geographical areas for the last
three fiscal years:
Year Ended December 31,
2000 2001 2002
Revenues:
Asia............................................. $ 95,388 $ 88,427 $ 81,456
United States.................................... 5,235 5,255 4,986
Europe........................................... 1,083 908 525
Other............................................ 1,347 695 519
Consolidated..................................... $ 103,053 $ 95,285 $ 87,486
We currently generate the majority of our revenue from suppliers in Asia, with
China being our largest market at 38% of total revenue during fourth Quarter of
2002. Our revenue is derived from two primary sources:
o Online Services - Our primary service is creating and hosting
Marketing Websites that present suppliers' product and company
information in a consistent and easily searchable manner on Global
Sources Online. We also derive revenue from banner advertising fees.
o Other Media Services - We publish trade magazines, which consist
primarily of advertisements and independent editorial reports. We
publish our core trade magazines monthly and several specialized
magazines seasonally, as well as CD-ROM versions of our various
vertical marketplaces on Global Sources Online. Suppliers pay for
advertising in these media to promote their products and companies. We
also derive revenue from hosting conferences and exhibitions, and from
buyers that subscribe to our trade publications.
Industry background
The International Trade Market Opportunity
According to the World Trade Organization, global exports were approximately $6
trillion in 2001. They also reported that the ratio of world trade in goods and
services to world GDP reached 29%, an increase of 19 percentage points since
1970.
The growth in global trade is supported by several factors, including the
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 particularly suited to
benefit from e-commerce and online marketplaces.
International Trade Sourcing and Marketing Challenges
International commerce is highly complex, fragmented and expensive, which has
prevented many companies from participating. 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.
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Our solution
We have developed solutions that streamline the sourcing and marketing processes
associated with international trade and accordingly, enable more effective
buying and selling. The key elements of our solutions are as follows:
Neutral platform that benefits both buyers and suppliers
The common interface of the Marketing Websites on Global Sources Online allows
buyers to efficiently search, either by keyword, product, supplier or by
geographic area, without having to navigate differently formatted sites of
multiple suppliers. At the same time, global suppliers have a medium to promote
and display their product offerings and thereby generate RFIs, or inquiries,
from buyers.
Global coverage and breadth of products that perpetuates a growing
buyer/supplier network
Buyers from 230 countries and territories made inquiries on our online services
during the year ended December 31, 2002. As our base of active buyers increases,
we believe that our online services will become increasingly attractive to
suppliers and that the growth will become 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 that serve different market segments and satisfy different
needs
We publish monthly and seasonal trade magazines and we produce CD-ROM versions
of content from Global Sources Online. We also organize and host conferences and
exhibitions.
Catalog tools that support buying and selling
My Catalog provides additional content, functionality and support for buyers
compared to what is available on Global Sources Online. It enables buyers to
maintain, in a secure, online environment, 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, and send information to online marketplaces or buyer catalogs.
Our growth strategy
Our goal is to be the leading creator and facilitator of global merchandise
trade. Our strategy to achieve and maintain this goal has four primary
components:
Expand Market Share in China
We will continue to pursue greater market share in China, through the use of our
China representatives and dominant market position, to further facilitate
two-way trade. We have over 20 years experience in this vast and rapidly
expanding market. We currently have 800 team members in 42 locations in mainland
China alone, the majority of whom are involved with sales and sales support.
Increase penetration of our online services
We intend to increase the penetration of our online services in our existing 18
vertical and 14 geographic markets. We have a team of over 700 sales
representatives who focus on introducing our full line of services to the
140,000 suppliers listed on Global Sources Online.
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We believe that this sales force plays a vital role in educating, attracting,
retaining and supporting these customers. 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.
Expand service offerings to high-tech manufacturers in Asia
Our strategy is to leverage our market leading position serving the information
needs of high-tech manufacturers, including electronics engineers and buyers
throughout Asia. We aim to increase market penetration and increase the range of
services we offer.
Pursue strategic partnership and acquisition opportunities
We may pursue strategic acquisitions of complementary businesses, technologies
or products that we believe will accelerate one or more 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/or gain entry to new markets.
Our services
Global Sources' products and services allow international buyers to identify
suppliers and products, and enable suppliers to market their products to a large
number of buyers. Our mission is to create and facilitate global trade between
buyers and suppliers by providing the right information, at the right time, in
the right format.
Buyers purchase goods from suppliers who market themselves through our online
services, trade magazines, CD-ROMs, as well as our conferences and exhibitions.
We provide information that helps buyers evaluate numerous sourcing options so
they can place orders with suppliers that offer them the best terms, conditions
and capabilities.
We help suppliers market their products and their capabilities to our community
of buyers worldwide. By receiving inquiries from a wide selection of buyers,
suppliers have more opportunity to achieve the best possible terms, and to learn
which markets have the highest demand. To support their export marketing needs,
we provide suppliers with a content cleansing, normalizing, rationalizing and
segmenting service.
Online Services
Through Global Sources Online we offer online services that assist buyers in
identifying suppliers and products, and that allow suppliers to market their
products to a wide variety of buyers. A key measure of the performance of our
services is the quantity and quality of marketing and sourcing activity. During
the year ended December 31, 2002, buyers made more than 3.3 million RFIs to
suppliers through Global Sources Online, an increase of 17% over the same period
in 2001.
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.
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 on their site, which may include details about
their factories, management, quality controls and research and development.
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Many suppliers choose to supplement their Marketing Websites with 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.
Buyers may search Global Sources Online by product, by keyword, 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 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.
Private Catalogs
We offer My Catalog for buyers to make their sourcing and purchasing activities
more efficient. My Catalog has all the functionality of Global Sources Online
plus additional content, functionality and support. The catalogs enable buyers
to maintain personalized product and supplier information for current and/or
potential suppliers. We launched earlier versions of this service in 1998,
called Private Buyer Catalogs. Today, large buying organizations, including
Radio Shack, AEON and Lotte use the service.
Our Private Supplier Catalogs enable suppliers to enter, manage, update and
distribute 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 suppliers
with creating, updating and posting content.
Other Media Services
We publish the following industry-specific trade magazines monthly:
Asian Sources Computer Products Asian Sources Electronics
Asian Sources Electronic Components Asian Sources Fashion Accessories
& Supplies
Asian Sources Gifts & Home Products Asian Sources Hardwares
Asian Sources Telecom Products
We also publish the following specialized magazines and CD-ROMs seasonally
and/or for special trade events:
Global Sources Auto Parts & Accessories Global Sources Security & Safety
Global Sources DIY & Home Center Global Sources Sporting Goods &
Outdoor Equipment
Global Sources Furniture & Housewares Global Sources Stationery & Office
Equipment Global Sources Trimmings & Fabrics Global Sources Timepieces Global
Sources Lighting & Electricals Global Sources Electronic
Components - Spring & Fall
special editions
Our trade magazines contain advertisements from suppliers, as well as our
independent editorial features, which include 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.
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Asia and China-focused Services
In addition to our primary services, our 32-year history and local market
expertise in Asia have enabled us to become a leading provider of information to
electronics engineers, exporters and executives throughout the Asian region. We
have created three websites and publish three 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
Chief Executive China Online -- A resource focusing on excellent
www.cec.globalsources.com management practice for China's
business leaders.
Electronic Engineering Times Online -- Provides news about electronic
English - www.eetasia.com products and their applications.
Simplified Chinese - www.eetchina.com Available in traditional and
Traditional Chinese - www.eettaiwan.com simplified Chinese, English,
Korean - www.eetkorea.com and Korean.
Electronic Buyers' News China Online -- Provides global and local
www.ebnchina.com industry news summaries and
product updates that impact
Mainland China's electronics
manufacturers.
Magazines
Magazine Description
Global Sources Chief Executive China -- Published monthly in
simplified Chinese; serves
senior mainland China
management with features on
management techniques,
strategies and case studies.
Electronic Engineering Times - China -- Published biweekly in five
Electronic Engineering Times - Korea editions; delivers the latest
Electronic Engineering Times - Taiwan high-tech components and
Electronic Engineering Times - Asia techniques to Asia's
Electronic Engineering Times - Hong Kong engineering community in
Chinese, Korean and English.
Electronic Buyers' News China -- Published monthly in
simplified Chinese; serves
electronics enterprise
managers who are responsible
for component, material and
equipment purchasing
decisions.
Customers
We provide services to a broad range of international buyers and suppliers in
various vertical trading communities.
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. None of our supplier customers
represented more than 1% of our revenue during the year ended December 31, 2002.
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Buyers
Across the vertical markets we currently cover, we serve over 378,000 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 reliability of 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.
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.
Sales and marketing
Our global sales organization consists of approximately 700 full-time
independent representatives in more than 60 locations. These representatives
focus on developing and maintaining relationships with suppliers that are
current customers and seek to increase the number of suppliers using our
services. Online services and print advertising revenue is seasonal and tends to
be highest in the fourth quarter of each calendar year. Representatives
collectively make an average of 40,000 supplier visits per month. The largest
representative sales offices are located in Beijing, Guangzhou, Hong Kong,
Seoul, Shanghai, Shenzhen and Taipei.
Our marketing strategy leverages our database of 140,000 suppliers currently
listed on Global Sources Online. Sophisticated analyses of buyer and supplier
profile data enable us to target our marketing programs to 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. Teams of analysts within this group
research buyer and supplier use of our 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 services, 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 services, as
well as maintaining the overall integrity of such services. 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 24 people
that handle more than 220,000 customer queries per year. Singapore is our
customer service headquarters and Shenzhen, China is our Chinese language
support center.
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Strategic relationships
We have formed license-based partnerships with third parties to operate regional
online marketing services such as South African Sources, Turkish Sources and
Indonesian Sources. These enable suppliers within the relevant geographic
regions to promote their products and services to buyers located primarily
outside of such regions.
We own 60.1% 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, to provide new technology content, media and
e-commerce services for the Asian electronics market, focusing on new
opportunities in the Greater China market. During 2001, we increased the
frequency of the joint ventures' publications.
In November 2001, we formed a strategic alliance with the WorldWide Retail
Exchange (WWRE), to offer a supplier sourcing program for WWRE members and Asian
suppliers.
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 $30.3 million from
1995 to 2002 in online services development. Currently, we have 141 full-time
employees and team members engaged in technology development, maintenance,
software customization and data center operations.
Our online marketplace services are run on the Oracle DBMS release 8. The
catalog application that supports Global Sources Online's core functions uses a
Java Application Platform.
Our servers are hosted by Singapore Telecom. We have a dedicated 10Mbps link to
SingTel's IX backbone, while Singapore Telecom maintains a 777 Mbps link to the
United States and direct links to most countries in Asia. We use Storage Tech
Enterprise tape back-up systems as well as servers located at our Singapore
facility for back-up. For the year ended December 31, 2002 our external network
had approximately 100% uptime.
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
For both our online and traditional trade magazine services, potential
competition and competitors vary by country and vertical markets served. Across
the range of our services, we do not believe that there is a dominant direct
competitor.
Online global trade marketplaces are relatively new and still evolving. We may
compete with a variety of organizations that have announced their intention to
launch, or have already launched, solutions that compete to some degree with
ours. These businesses include consortium exchanges, government trade promotion
bodies, domestic retail marketplaces, international trade marketplaces, global
standards organizations, 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 ad-
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vanced technology or that offer lower cost solutions than 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, is 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. In the
future we may apply for patents for these technology applications, where
appropriate. However, we may not be successful in obtaining the patents for
which we 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.
We have registered trademarks in China, the European Union, Germany, Hong Kong,
Israel, Japan, Malaysia, Mexico, Singapore, South Korea, Taiwan, Thailand and
the United States for "Asian Sources" and we have many other registered
trademarks and trademarks pending registration in various countries, including
trademark registrations for "Global Sources" in Australia, China, Hong Kong,
Israel, Mexico, South Korea, Switzerland and Taiwan.
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, 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,
design rights, 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.
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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 are certain 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 the outcome of 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 Limited (Cayman Islands), Trade Media Limited (Cayman
Islands), ASM Business Services Limited (Cayman Islands), World Executive's
Digest Limited (Cayman Islands), Trade Management Software Limited (Cayman
Islands), Lazenby Services Limited (British Virgin Islands), Media Data Systems
Pte Ltd (Singapore), Publishers Representatives Limited (Hong Kong), Equitable
Accounting Services Limited (Hong Kong), Floro Company Limited (Hong Kong),
Trade Magazine Productions Limited (Hong Kong), Trade Management Software (HK)
Limited (Hong Kong), Pine Grove B.V. (The Netherlands) and Global Sources USA,
Inc. (Delaware); and 60.1% of eMedia Asia Ltd. (Barbados).
Properties
We do not own any of our offices. Generally, we lease our office space under
cancelable and non-cancelable arrangements with terms of two to five years. We
also service and soon will service our customers through independent sales
representative offices located in Australia, Hong Kong, India, Israel, Japan,
Malaysia, The Netherlands, the Philippines, Singapore, Taiwan, Thailand, the
United Kingdom, the United States and approximately 40 locations in China. We
lease in the aggregate approximately 145,313 square feet of executive and
administrative offices in China, Hong Kong, the Philippines, Singapore and
Taiwan. Our aggregate base rental and building management fees payments in 2002
were approximately $1.9 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."
-21-
Overview
We derive revenue from two principal activities.
Online services -- Our primary service is creating and hosting Marketing
Websites that present suppliers' products and company information in a
consistent and easily searchable manner on Global Sources Online. We also derive
revenue from banner advertising fees. We ratably recognize the fees we receive
to display a supplier's advertisement or company data over the contractual term,
which is generally six to 12 months.
Other media services -- We publish trade magazines, which consist primarily of
product advertisements from suppliers and our independent editorial reports and
product surveys. We publish our core trade magazines monthly, and several
specialized magazines seasonally. Suppliers pay for advertising in our trade
magazines to promote their products and companies. We also derive revenue from
buyers that subscribe to our trade publications. We also offer CD-ROM versions
of the content on Global Sources Online. We recognize revenue ratably over the
period during which the advertisement is displayed, generally not exceeding one
year. We also host exhibitions and recognize the revenue for these exhibitions
at the conclusion of these events.
Our sales costs consist of the commissions and marketing fees we pay to our
independent and related party sales representatives, as well as support fees for
processing sales contracts and incentive payments. These representatives sell
online services and advertisements in our trade magazines and earn a commission
as a percentage of the revenue generated.
Critical Accounting Policies
Our significant accounting policies are described in Note 2 to the consolidated
financial statements included in Item 8 of this document. We believe the
following represent our critical accounting policies:
Revenue Recognition
We derive our revenue primarily from advertising fees in our published trade
magazines and websites, sale of trade magazines, fees from licensing our trade
and service marks, service fees from provision of software maintenance service,
and organizing business seminars.
Revenues from advertising in trade magazines and Websites 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. Revenue from
the provision of maintenance service is deferred and recognized ratably over the
maintenance service period. Revenue from hosting business seminars is recognized
at the conclusion of the seminar.
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 correct measurement of timing and the duration of the contracts with our
clients are essential to the recognition of our revenue. Any delays in
recognizing the revenue could cause our operating results to vary significantly
from period to period. In addition our revenue recognition determines the timing
of certain expenses such as commissions and circulation expenses. We believe
that we have adequate controls and processes in place to ensure the accuracy of
the revenue recording.
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Capitalization of development costs of software for internal use
We 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 software for
internal use 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 are expensed as incurred.
To account for the development costs related to the products to be sold, leased
or otherwise marketed, we adopted SFAS No. 86, "Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed." Development costs
incurred subsequent to the establishment of the technological feasibility of the
product are capitalized. The capitalization will end when the product is
available for general release to customers.
Our policies on capitalized software development costs determine the timing and
our recognition of certain development costs. In addition, these policies
determine whether the costs are capitalized or recorded as expenses.
Estimation of allowance for doubtful debts
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities in
the financial statements.
Management estimates the collectibility of our accounts receivable based on the
analysis of the accounts receivable, historical bad debts, customer
credit-worthiness and current economic trends. We continuously monitor
collections from our customers and maintain adequate allowance for doubtful
accounts. While credit losses have historically been within our expectations and
the allowances we established, if the bad debts significantly exceed our
provisions, our operating results and liquidity would be adversely affected.
Impairment of long-lived assets
Property and equipment are amortized over their estimated useful lives. Useful
lives are based on management's estimates of the period that the assets will
generate revenue and can be productively employed.
We periodically review the carrying values of our long-lived assets based on the
anticipated gross cash flows and will provide for impairment whenever events or
changes in circumstances indicate that 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.
While we believe our estimation of the useful lives and future cash flows are
reasonable, different assumptions regarding such useful lives and cash flows
could materially affect our valuations.
Results of operations
The following table sets forth our results of operations as a percentage of
total revenue:
Year Ended December 31,
2000 2001 2002
Income statement data:
Revenue:
Online services...................................... 54% 58% 59%
Other media services................................. 45 41 40
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Year Ended December 31,
2000 2001 2002
Miscellaneous........................................ 1 1 1
Total revenue........................................ 100 100 100
Operating expenses:
Sales................................................ 33 34 34
Circulation.......................................... 13 12 13
General and administrative........................... 35 35 34
Online services development.......................... 7 9 6
Non-cash compensation................................ 64 3 3
Other................................................ 2 3 4
Total operating expenses............................. 154 96 94
Income/(loss) from operations........................ (54)% 4% 6%
Net income/(loss).................................... (66)% 1% 5%
The following table represents our revenue by geographical areas as a percentage
of total revenue:
Year Ended December 31,
2000 2001 2002
Asia................................................. 93% 93% 93%
United States........................................ 5 5 6
Europe............................................... 1 1 1
Other................................................ 1 1 0
---------------------------------------------
Total revenue........................................ 100% 100% 100%
---------------------------------------------
Fiscal Year 2002 Compared to Fiscal Year 2001
Revenue
During the year ended December 31, 2002, our online services revenue declined by
$4.2 million or 8% to $51.3 million as compared with $55.5 million during the
year ended December 31, 2001. Revenues from our other media services declined by
$3.4 million or 9% to $35.6 million during the year ended December 31, 2002 as
compared with $39.0 million during the year ended December 31, 2001. Total
revenues for the year ended December 31, 2002 were $87.5 million compared with
$95.3 million for the year ended December 31, 2001, a decline of $7.8 million or
8%.
Revenues have been affected by the poor global economy, and especially the
severe recession in some of the company's traditional markets, Hong Kong and
Taiwan, which accounted for 60% of the company's revenues for fiscal year 2000.
However, Global Sources has made substantial progress in developing its customer
base in China as manufacturing and investment moves into China, which has offset
much of the decline in other markets. Revenues from China grew by 10% during
fiscal year 2002, making China the Company's largest market and China now
accounts for 38% of total revenues.
Our goal is to be the leading creator and facilitator of global merchandize
trade. Our key strategies to achieve and maintain this goal are as follows:
Our primary strategy is to expand in China by facilitating two-way trade. As
manufacturers in the rest of Asia adapt to the seismic shifts being caused by
China's growth, we have anticipated the needs of buyers and suppliers, and have
developed the expertise to address them. For example, our online sourcing
capabilities provide buyers with unrivalled access to the Chinese export
manufacturing powerhouse. We also serve the importing needs of China's high-tech
manufacturers with several publications and associated Websites, such as our
popular Electronic Engineering Times.
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The other strategy is to improve the penetration of our services in all of our
markets. This includes increasing the adoption and functionality of our
electronic catalog solutions, and expanding our business serving Asia's
high-tech manufacturers located outside of China.
The objective is to steadily increase the usage of our print and online
solutions by bringing together a critical mass of buyers and suppliers. By doing
this, we believe our services will inherently create value for those users.
Then, each new buyer increases the value to suppliers, and likewise, each new
supplier gives buyers more choices. Thus, as our community grows, so does our
leadership position.
Operating expenses
Sales
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 fees.
Commissions expense is recorded when the associated revenue is recognized or
when the associated accounts receivable are paid, whichever is earlier, and is
included in sales expenses.
The sales representatives, which are mainly corporate entities, handle
collections from clients on behalf of the Company. Included in receivables from
sales representatives are amounts collected on behalf of the Company as well as
cash advances made to the sales representatives. As of December 31, 2001, the
board of directors of eight of these sales representative companies included a
director nominated by the Company to monitor the receivables collected from our
clients by these related party sales representatives, and to monitor any changes
to the authorized signatories of the depository bank accounts. The nominated
directors were employees of the Company. The Company and the nominated directors
did not have any interest in the share capital of the sales representatives
companies. However, as of December 31, 2002, we do not have any nominated
directors on the board of directors of any of our sales representative
companies.
Sales costs consist of the commissions and marketing fees paid and incentives
provided to our independent sales representatives and sales support costs. Sales
costs declined from $32.0 million during the year ended December 31, 2001 to
$29.6 million during the year ended December 31, 2002, a decline of 8% due
mainly to a decline in revenue.
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 declined slightly from $11.8 million during the year ended
December 31, 2001 to $11.6 million during the year ended December 31, 2002, a
decline of 2% due to a decline in printing costs and paper consumption.
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 declined from $33.7 million during the year
ended December 31, 2001 to $29.8 million during the year ended December 31,
2002, a decline of 12% due to our cost reduction measures that resulted in a
decline in marketing expenses, information technology support costs,
telecommunications costs and payroll costs, and a decline in content management
services costs in the first half of 2002.
-25-
Development Costs
Development costs consist mainly of payroll, office rental and depreciation
costs relating to the enhancements of Global Sources Online.
Development costs to fund the expansion of our online services declined from
$8.4 million during the year ended December 31, 2001 to $5.4 million during the
year ended December 31, 2002, a decline of 36%. This decline resulted from
reductions in fees paid to consultants and capitalization of expenses related to
the internal development of new software and software tools.
Non-Cash Compensation Expenses
The Company has issued share awards under several equity compensation plans
("ECP") to both employees and team members. The total non-cash compensation
expense, resulting from the ECP, recorded by the company during the years ended
December 31, 2002 and 2001 was $2.6 million and $2.5 million, respectively. The
corresponding amounts for the non-cash compensation expenses are credited to
Shareholders' equity.
Other Non-Cash Expenses
Other non-cash expenses consist of amortization of software development costs
and amortization of intangibles.
Other non-cash expenses during the year ended December 31, 2002 were $3.7
million, consisting mainly of amortization of software development costs,
compared to $3.5 million for the year ended December 31, 2001, consisting of
$3.1 million for amortization of software development costs and $0.4 million for
amortization of intangibles.
Income from Operations
Income from operations for online services grew to $6.3 million during the year
ended December 31, 2002 from $6.0 million during the year ended December 31,
2001, an increase of 5%. The improvement resulted mainly from declines in sales
costs, general administration costs and online development costs compared to
last year, offset partially by the decline in online services revenue. The total
income from operations during the year ended December 31, 2002 was $4.8 million
compared to $3.4 million during the year 2001. The improvement was mainly due to
declines in sales costs, general administration costs and online development
costs compared to last year, offset partially by the decline in total revenue.
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.
We reported a tax provision of $0.7 million during the year ended December 31,
2002 and $1.1 million during the year ended December 31, 2001.
Net Income
Net income was $4.3 million during the year ended December 31, 2002, compared to
a net income of $0.8 million during the year ended December 31, 2001. The
improvement was mainly due to declines in sales costs, general administration
costs, online development costs and exchange loss compared to last year, and the
$1.2 million write-down of investments recorded in year 2001, offset partially
by a decline in revenue.
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Fiscal Year 2001 Compared to Fiscal Year 2000
Revenue
During the year ended December 31, 2001, our online services revenues increased
despite the effects of the slow down in the US economy by $0.4 million or 1% to
$55.5 million as compared with $55.1 million in last year, as a result of our
increased sales efforts and the continuing acceptance by our clients of Global
Sources Online services as a way of conducting export trade. Revenues in our
other media services declined by $7.7 million or 16% to $39.0 million during the
year ended December 31, 2001 as compared with $46.7 million during the year
ended December 31, 2000, as a result of our on-going emphasis on online
services. Total revenues for the year ended December 31, 2001 were $95.3 million
compared with $103.1 million for the year ended December 31, 2000, a decline of
$7.8 million or 8% mainly due to the effect of the slow down in the global
economy.
Operating expenses
Sales
Sales costs consist of the commissions paid and incentives provided to our sales
representatives and sales support costs. Sales costs declined from $34.4 million
during the year ended December 31, 2000 to $32.0 million during the year ended
December 31, 2001, a decline of 7% due mainly to lower sales commissions as a
result of the decline in revenue.
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 declined from $13.3 million during the year ended December 31,
2000 to $11.8 million during the year ended December 31, 2001, a decline of 11%
due mainly to reductions in subscription promotions costs, printing costs, paper
costs and magazine mailing costs.
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 declined from $36.2 million during the year
ended December 31, 2000 to $33.7 million during the year ended December 31,
2001, a decline of 7% mainly due to reduction in content management services
costs, marketing expenses, travel costs and fees paid for professional services.
Development Costs
Development costs consist mainly of payroll costs, and office rental and
depreciation relating to the enhancement of Global Sources Online, Private Buyer
Catalogs and Private Supplier Catalogs. Development costs to fund the expansion
of our online services increased from $6.7 million during the year ended
December 31, 2000 to $8.4 million during the year ended December 31, 2001, an
increase of 25%. This increase resulted from our continuing efforts to enhance
our online services.
Non-Cash Compensation Expenses
The Company has issued share awards under a variety of equity compensation plans
to both employees and team members. The total non-cash compensation expense,
resulting from the ECP plans recorded by the com-
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pany during the year ended December 31, 2001, was $2.5 million. The total
non-cash compensation expenses, resulting from the ECP plans and the transfer of
shares from the parent company to the chairman and chief executive officer of
the Company, 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 amortization of intangibles, software
development costs and, for the year ended December 31, 2000, include the listing
expenses incurred in connection with our share exchange.
Other non-cash expenses during the year ended December 31, 2001 were $3.5
million consisting of $3.1 million amortization of software development cost and
$0.4 million for amortization of intangibles compared to $2.4 million for the
year ended December 31, 2000 consisting of $1.4 million for listing expenses,
$0.6 million for amortization of software development costs and $0.4 million for
amortization of intangibles.
Income from Operations
Income from operations for online services grew to $6.0 million during the year
ended December 31, 2001 from a loss of $24.6 million during the year ended
December 31, 2000, an improvement of 76%. The improvement is mainly attributable
to the reduction in non-cash compensation expenses, sales costs and general and
administrative expenses compared to year 2000, offset partially by an increase
in online services development costs. The total income from operations during
the year ended December 31, 2001 was $3.4 million compared to a loss of $55.6
million during the year ended December 31, 2000. The improvement was mainly due
to reductions in non-cash compensation expenses, sales costs, circulation
expenses and general and administrative expenses, offset partially by reductions
in total revenue, increases in online services development costs and
amortization of software development cost.
Write-down of Investment
During the year ended December 31, 2000 we invested $11.0 million in equity
instruments of two privately held unaffiliated electronic commerce companies and
provided an unsecured cash advance of $2.0 million to one of these companies,
with an option to convert this unsecured advance into equity shares. These two
investments were accounted for under cost method since the ownership was less
than 20% and we do not have the ability to exercise significant influence over
the investees. We recorded these investments under long term investments in the
consolidated balance sheets.
It is our policy 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, based on the then available financial
positions of the investee companies, we wrote down 100% of one of the
investments that includes the loan. Subsequently, during the year ended December
31, 2001, this company went into liquidation. We estimated the value of the
second investment at $1.2 million based on the financial position and the
business model of the investee and we recorded an $8.8 million impairment loss
during the fourth quarter ended December 31, 2000.
During the year ended December 31, 2001, the above investee company raised
additional capital, which was fully subscribed. Based on the new pricing per
share for the new offering, we estimated the impairment loss to be at $1.1
million and wrote down the investment to $0.1 million in year ended December 31,
2001.
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Income Taxes
The company and certain of its subsidiaries operate in the Cayman Islands and
other jurisdictions where no taxes are imposed on certain categories of company
revenues. 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.
We reported a tax provision of $1.1 million during the year ended December 31,
2001 compared to $1.3 million during the year ended December 31, 2000.
Net Income
Net income was $0.8 million during the year ended December 31, 2001, compared to
a net loss of $68.2 million during the year ended December 31, 2000. The
improvement was due mainly to reductions in non-cash compensation expenses, and
write-downs of investments, sales costs, circulation expenses and general and
administrative expenses, offset partially by a reduction in revenue, an increase
in online services development costs and amortization of software development
costs.
Liquidity and Capital Resources
We financed our year 2002 activities using cash generated from our operations.
Net cash generated from operating activities was $20.7 million during the year
ended December 31, 2002 compared to $15.5 million cash generated from operating
activities during the year ended December 31, 2001. The primary source of cash
from operating activities was collections from our customers received through
our independent and related party sales representatives.
Net cash used for investing activities was $3.7 million during the year 2002,
which was used principally for capital expenditures for computers, software,
internal software development and renovations of leasehold properties. Net cash
used for investing activities during 2001 was $4.1 million, which was used
principally for capital expenditure for computers, software and furniture and
fixtures.
Net cash generated from financing activities was $0.05 million during the year
2002, which represents the amount received from directors for the shares
subscribed by them in the director's stock option plan. Net cash used for
financing activities was $3.8 million in year 2001, which resulted from the
repayment of the short-term loan, offset partially by the amount received from a
director for the shares subscribed by him in the directors stock option plan.
We have an existing credit facility with Bank of Bermuda (Isle of Man) Limited,
which may be drawn in tranches of a minimum of US $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 20, 2002, the credit facility was renewed for $10.0 million, for one year
subject to the same terms and conditions as applicable to the original facility.
We did not draw on that credit facility during the year, and we have no bank
debt as at December 31, 2002. On March 7, 2003, the credit facility was renewed
for $10.0 million for a further one year period subject to same terms and
conditions as applicable to the original facility.
We also hold a Documentary Credit facility with the Hongkong and Shanghai
Banking Corporation Limited, for providing documentary credits to our suppliers.
This facility has a maximum limit of $0.8 million. One of our
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fellow subsidiaries has guaranteed our obligations under the credit facility. As
at December 31, 2002, the unutilized amount under this facility was
approximately $0.7 million.
We continuously monitor collections from our customers and maintain adequate
allowance for doubtful accounts. While credit losses have historically been
within our expectations and the allowances established, if the bad debts
significantly exceed our provisions, additional allowances may be required.
Advance payments received from customers were $18.3 million as of December 31,
2002, compared to $17.1 million as at December 31, 2001, improving our
liquidity. We believe that cash and cash equivalents at December 31, 2002 and
cash forecasted to be generated from future operations will be sufficient to
meet our working capital needs and capital expenditures anticipated by our 2003
operating plan. Based on this plan, we anticipate to be cash flow positive and
our cash and cash equivalents to increase during 2003. We can also draw from the
credit facility mentioned above as and when required.
There were no material commitments for capital expenditures as of December 31,
2002 and as of March 31, 2003.
The estimated future minimum lease rental payments for office facilities under
non-cancelable operating leases as of December 31, 2002 were as follows:
Year Ending December 31, Operating Leases
----------------------- ----------------
2003 $ 394
2004 337
2005 onwards --
----------------
$ 731
=================
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statements
of Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments
and Hedging Activities" as amended by SFAS No. 137 and SFAS No. 138. This
statement, as amended, was effective January 1, 2001, and established accounting
and reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts, and for hedging activities. The
adoption of SFAS No. 133, as amended, did not impact the Company's financial
position or results of operations.
In June, 2001, FASB issued SFAS No. 141, "Business Combinations," and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. Under SFAS No. 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of SFAS No. 142 apply immediately to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, we adopted SFAS No. 142 effective January 1,
2002. As goodwill was fully amortized and no acquisitions occurred during 2001,
management believes that the adoption of these standards did not have a material
impact on the Company's financial statements of position, results of operations,
or cash flows.
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The purpose of this statement is to develop
consistent accounting for asset retirement obligations and related costs in the
financial statements and provides more in-
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formation about future cash outflows, leverage and liquidity regarding
retirement obligations and the gross investment in long-lived assets. We adopted
SFAS No. 143 effective January 1, 2003 and believe that the adoption of this
standard did not have a material impact on the Company's financial statements of
position, results of operations, or cash flows.
In August 2001, FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets, superseding
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." The statement also supersedes the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations -- Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
for segments of a business to be disposed. The Company adopted this statement
effective January 1, 2002 and believes that the adoption of this standard did
not have a material impact on the Company's financial statement of position,
results of operations, or cash flows.
In April 2002, FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The
provisions of this Statement relating to the rescission of Statement 4 will be
effective for fiscal years beginning after May 15, 2002. The provisions in
paragraphs 8 and 9(c) of this Statement relating to Statement 13 are effective
for transactions occurring after May 15, 2002. All other provisions of this
Statement are effective for financial statements issued on or after May 15,
2002. We believe that the adoption of this standard does not have a material
impact on the Company's financial statements of position, results of operations,
or cash flows.
In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which requires additional disclosures
in interim and annual financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The disclosure provisions of SFAS No. 148 are effective for fiscal
years ending after December 15, 2002.
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 gains 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 to 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 60%) 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. Correspondingly, a majority (approximately
85%) of our expenses are denominated in Asian currencies. To the extent
significant currency fluctuations occur in the New Taiwan dollar, the Chinese
Renminbi or other Asian currencies, or if the Hong Kong dollar is no longer
pegged to the U.S. dollar, our revenues and expenses may fluctuate in tandem
thus reducing the net impact on our profits.
In the years ended December 31, 2001 and 2002, we have not engaged in foreign
currency hedging activities.
During the years ended December 31, 2001 and 2002, the Company derived more than
90% of its revenue from customers in the Asia-Pacific region. The Company
expects that a majority of its future revenue will continue
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to be generated from customers in this region. Future political or economic
instability in the Asia-Pacific region could negatively impact the business.
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......... 61 Director, Chairman and Chief Executive Officer
Eddie Heng Teng Hua....... 52 Director and Chief Financial Officer
J. Craig Pepples.......... 42 Chief Operating Officer
Bill Georgiou............. 58 Chief Information Officer
Sarah Benecke............. 46 Director
David F. Jones............ 38 Director
Jeffrey J. Steiner........ 66 Director
Roderick Chalmers......... 55 Director
Dr. H. Lynn Hazlett....... 66 Director
Mr. Hinrichs has been a Director of the Company since April 2000 and is
currently its Chairman and Chief Executive Officer. A co-founder of the
business, he was the principal executive officer of Trade Media Holdings Limited
a Cayman Islands corporation wholly-owned by the Company ("Trade Media") 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 director of Trade Media and has also been the Chairman
of the Board of Trade Media. Mr. Hinrichs graduated from the University of
Nebraska and Thunderbird, the American Graduate School of International
Management ("Thunderbird"). 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
Thunderbird and is a board member of the Economic Strategy Institute. His term
as director expires in 2003.
Mr. Steiner has been a Director of the Company since November 1999. Mr. Steiner
also has been a director of The Fairchild Corporation ("Fairchild") since 1985.
He has been the chairman of the board and chief executive officer of Fairchild
since December 1985 to the present. Mr. Steiner was president of Fairchild from
July 1991 to September 1998. He is director of Franklin Holding Corp. His term
as director expires in 2003.
Mr. Chalmers has been a Director of the Company since October 2000. He was
chairman, Asia-Pacific, of PricewaterhouseCoopers ("PwC") and a member of PwC's
Global Management Board from 1998 until his retirement in July 2000. He was 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. He is a director of Gasan Group Limited (Malta). His term
as director expires in 2003.
Mr. Heng has been the Chief Financial Officer (previously entitled vice
president of finance) since 1994 and has been a director of the Company since
April 2000. He joined the Company in August 1993 as deputy to the vice president
of finance. He received an MBA from Shiller International University in London
in 1993, is a CPA, 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 joint venture between Hitachi
and General Motors. His term as director expires in 2004.
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Ms. Benecke has been a Director of the Company since April 2000, and, since
1993, has been a director of Trade Media. Ms. Benecke was the Company's
principal executive officer from January 1994 through August 1999. She joined
the Company in May 1980 and served in numerous positions, including publisher
from 1988 to December 1992 and chief operating officer in 1993. She graduated
with a B.A. from the University of New South Wales, Australia. Her term as
director expires in 2004.
Mr. Jones has been a Director of the Company since April 2000. Mr. Jones was an
executive at MacQuarie Direct Investment, a venture capital firm in Sydney,
Australia from 1994 to August 1999. He founded and ran UBS Capital in Australia
from July 1999 to September 2002. He is currently a director of the following
companies: Castle Harlan Australian Mezzanine Partners Pty. Limited, an
Australian buyout firm; Otowa Pty Ltd.; Sheridan Australia Pty Ltd.; Penrice
Soda Products Pty Ltd.; Miller's Retail Ltd., which is one of our customers. Mr.
Jones has an MBA from Harvard Business School and is a mechanical engineering
graduate from the University of Melbourne. His term as director expires in 2005.
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 2005.
Mr. 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 Trade Media in October 1986 in an editorial
capacity, managed Trade Media's sales in China from 1989 to 1992, and served as
country manager for China from 1992 to June 1999. Mr. Pepples graduated with a
B.A. in Linguistics from Yale University.
Mr. Georgiou was appointed our 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 IT Director with Park N'Shop (HK) Ltd., a
subsidiary company of A.S. Watson, from 1999 to 2000. He received his B.Ec.
(Honours degree) and M.B.A. from the University of Adelaide.
Compensation
For the year ended December 31, 2002, we and our subsidiaries provided our nine
directors and executive officers as a group aggregate remuneration, pension
contributions, allowances and other benefits of approximately $2,151,681
including the non-cash compensation of $259,809 associated with the share award
and ECP plans. Of that amount, $195,000 was paid under a performance based,
long-term discretionary bonus plan which 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 six
current members of senior management and three former members of senior
management who may receive payments on maturity.
In 2002, we and our subsidiaries incurred $27,125 in costs to provide pension,
retirement or similar benefits to our respective officers and directors pursuant
to our retirement plan and pension plan.
Employment Agreements
We have employment agreements with Merle A. Hinrichs under which he serves as
our chairman and chief executive officer and as one of our subsidiaries'
president. The agreements contain covenants restricting
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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 annual meeting of the directors held immediately after the
annual general meeting of shareholders. Our executive officers have, on average,
15 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 and the board
of directors determined that Mr. Chalmers is an audit committee financial expert
as defined under appropriate SEC guidelines. The executive committee acts for
the entire board of directors between board meetings. Merle Hinrichs and Eddie
Heng are the members of the executive committee.
Code of Ethics
We have adopted a Code of Ethics & Business Responsibilities ("Code of Ethics")
that applies to our chief executive officer, chief financial officer, chief
accounting officer or controller and persons performing similar functions. Any
amendments or waivers to our Code of Ethics that apply to the chief executive
officer or senior financial officers will be promptly disclosed on our website
as required by law or by the Securities and Exchange Commission or by Nasdaq.
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Employees
As of December 31, 2002, we had 462 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........................................... 46 177 223
Corporate Human Resources & Administration.................... 38 30 68
Corporate Marketing........................................... 8 33 41
Community Development......................................... 71 32 103
Sales......................................................... 45 844 889
Publishing.................................................... 56 79 135
Electronic Commerce Services.................................. 25 0 25
Information System Department................................. 92 49 141
Corporate Accounts............................................ 63 53 116
New Markets................................................... 0 25 25
Office of the CEO, COO........................................ 8 1 9
Legal and Group Secretarial................................... 5 4 9
Conference & Exhibition Services.............................. 5 11 16
--------- ----------- ------
Total.............................................. 462 1,338 1,800
========= =========== ======
Share Ownership
Information on the ownership of our Common Shares is given on page 40 under item
7, Major Shareholders and Related Party Transactions.
Equity compensation plans
We established The Global Sources Employee Equity Compensation (the "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. Following our takeover of Trade Media on
April 14, 2000, the Trade Media shares were exchanged for our common shares.
These Trade Media shares currently represent our common shares. As of December
31, 2002, the Trust holds 2,177,577 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 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.
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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 have
been 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 does 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.
If ECPs I, II and III terminate, 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 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.
The non-cash compensation expense associated with the awards under ECP II and
ECP III of approximately $2,948,000 and $2,357,000, respectively, are recognized
ratably over the three year vesting term from the respective award dates.
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Global Sources Equity Compensation Plans Numbers IV and V
Eligible employees, directors, consultants, advisors and independent contractors
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, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
Eligible employees, directors, consultants, advisors and independent contractors
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, directors, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
The Equity Compensation Plan committee approved the awards of common shares
under ECP IV and ECP V on January 23, 2001. The Equity Compensation Plan
Committee approved additional awards of common shares under ECP IV on April 1,
2001 and July 1, 2001 and under ECP V in January 2002.
The non-cash compensation expenses associated with the above awards under ECP IV
and ECP V of approximately $3,086,000 and $1,940,000, respectively, are
recognized over the five year vesting term from the respective award dates.
Global Sources Equity Compensation Plan VI
Eligible employees, directors, consultants, advisors and independent contractors
under ECP VI are awarded a one-time grant of Global Sources Ltd. common shares
the number of which are determined by the plan committee.
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to non-compete and vesting terms.
The Equity Compensation Plan committee approved the ECP VI on March 13, 2001 and
made awards of common shares under the plan on various dates during the year
2001 and 2002.
The non-cash compensation expenses associated with the awards in accordance
under ECP VI totaling to approximately $433,000, are recognized over the five
year vesting term from the respective award dates.
Global Sources Equity Compensation Plan VII
Eligible employees, directors, consultants, advisors and independent contractors
under ECP VII are awarded a grant of a defined number of Global Sources Ltd.
common shares, the number of which are determined by the plan committee
periodically.
Entitlement of the employees, directors, consultants, advisors and independent
contractors to these common shares is subject to employment and vesting terms.
The Equity Compensation Plan committee approved the awards of common shares
under ECP VII in January 2002. The non-cash compensation expenses associated
with the above awards under ECP VII of approximately $538,000 are recognised
over the six years vesting term from the respective award dates.
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Directors Stock Option Plan
A Non-executive Director Option Plan was approved on October 26, 2000 by the
shareholders of the Company. Each eligible director on the date of the first
board meeting of each calendar year, commencing in 2001, receives the grant of
an option to purchase 20,000 common shares on that date. The options granted are
subject to such terms and conditions as determined by the board of directors at
the time of the grant.
The option price per share, payable before the end of each February, is 15% less
than the average closing price of the shares for the last five trading days of
the previous calendar year. The non-executive directors may decline all or part
of the award, which is non-transferable.
The board granted the first awards under the above plan in 2001. The award vests
over four years with one quarter of the shares vesting each year. Upon
resignation of an eligible director, all unvested shares are forfeited and the
option price received for the forfeited unvested shares is refunded. Only one
director accepted the offer for the 20,000 shares granted under the option on
February 10, 2001. On February 28, 2002 and 2003, the Company issued to the
director 5,000 and 5,000 of our common shares that vested on those dates
respectively. As at December 31, 2002, $164,350 from the proceeds of this plan
was included in additional paid-in capital.
As per the terms of the plan, the board granted options to all eligible
directors in February 2002. These awards will vest after four years. Optionees
must pay the option price, which is the average closing price of the shares for
the last five trading days of year 2001, at the time of exercising the option.
The resignation of a director following his or her exercise of the grant of
options and payment of the option price shall not cause a forfeiture of the
unvested shares. All the eligible non-executive directors accepted the offer
before February 28, 2002. We received $49,896 towards the 15% of the option
price which was included in additional paid-in capital.
The board granted options to all eligible directors again in February 2003.
These awards will vest after four years. Optionees must pay 10% of the option
price, which is the average closing price of the shares for the last five
trading days of year 2002, at the time of exercising the option. The remaining
90% must be paid on or before the vesting date. The resignation of a director
following his or her exercise of the grant of options and payment of the option
price shall not cause a forfeiture of the unvested shares. Three eligible
directors accepted the offer before February 28, 2003.
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 March 27, 2003.
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, Ian James, Alan Binnington, James Crill,
Tim Herbert, Jacqueline Richomme, Elizabeth Breen, Cyman Davies, Alastair
Syvret, Nicola Davies, Edward Devenport, Beverley Lacey, Jonathan Speck, Mary
Scott, Julia Chapman, Jonathan Walker, Dominic Jones, Rupert Walker, Robert
Hickling and Kevin Brennan. Hill Street Trustees Limited is the sole beneficial
owner of the Hung Lay Si Co. Ltd. shares under applicable Securities and
Exchange Commission regulations.
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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. 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.
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
Harrington Trust Limited............................. 2,345,119 8.9
Jeffrey J. Steiner(1)................................ 318,131 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).... 4,372,784 16.6%
* 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. 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.
At March 31, 2003, we believe that 2,611,855 of our shares, or 9.93%, were
beneficially owned by U.S. holders and there were 847 shareholders of record
in the U.S.
The Quan Gung 1986 Trust, through Hung Lay Si Co. Ltd., its wholly owned
subsidiary, beneficially owns approximately 61% of our common shares and is
deemed our controlling shareholder.
Our major shareholders do not have different voting rights. We do not know of
any arrangement which may at a subsequent date result in a change in control of
our company.
Related Party Transactions
On December 31, 2002, 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 prior to year 2000.
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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 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 some of our employees 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
1999, 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 $173,055, respectively. Mr. Pepples has repaid his loan in full in
November 2002. Ms. Benecke has repaid her loan in full in July 1999. Ms.
Benecke's loan was secured and bore interest at a rate of LIBOR plus 2%. Mr.
Pepples' loan was interest free and unsecured. Except for the aforementioned
loans, there were no other loans due from the Company's Directors and executive
officers as at December 31, 2001 and 2002.
We lease approximately 96,780 square feet of our office facilities from
affiliated companies under cancelable and non-cancelable operating leases and
incur building maintenance services fees to those affiliated companies. We
incurred rental and building services expenses of $1,048,419 during the year
ended December 31, 2002. We also receive legal, secretarial and treasury
management consultancy services from our affiliate companies. The expenses
incurred for these services during the year ended December 31, 2002 was
$275,165.
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. We repaid the loan by December 31, 2001.
On March 20, 2002, the credit facility was renewed for $10.0 million for one
year subject to the same terms and conditions as applicable to the original
facility. We did not draw on the credit facility during our fiscal year 2002.
On March 7, 2003 the credit facility has been renewed for $10.0 million for a
further one year period subject to the same terms and conditions as applicable
to the original facility.
-40-
We also have a documentary credit facility with the Hongkong and Shanghai
Banking Corporation Limited, for providing documentary credits to our suppliers.
This facility has a maximum limit of $0.8 million. One of our fellow
subsidiaries has guaranteed our obligations under this facility. The largest
amount outstanding under this facility during our fiscal year 2002 was $0.3
million. As at December 31, 2002, the unutilized amount under this facility was
approximately $0.7 million.
We utilize sales representatives in various territories to promote our products
and services. Under these arrangements, the sales representatives are entitled
to commissions and marketing fees. The sales representatives, which are mainly
corporate entities, handle collections from clients on our behalf. At the
beginning of year 2002, the board of directors of eight of these sales
representative companies each included a director nominated by us. The nominated
directors were our employees. We and the nominated directors did not have any
interest in these eight related party sales representative companies. As of
December 31, 2002, we did not have any nominated directors on the board of
directors of any of our sales representative companies. We incurred
approximately $9,985,989 of commissions and marketing fees expenses associated
with these related party sales representative companies during the year ended
December 31, 2002.
We also provided technical services to these related party sales representatives
for a fee. During the year ended December 31, 2002, we received such services
fees of $155,836. During the year ended December 31, 2002, we have incurred
costs of $46,639 with respect to the incentive awards to the related party sales
representatives.
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.
ITEM 8. FINANCIAL INFORMATION
Consolidated statements and other financial information
GLOBAL SOURCES LTD. AND SUBSIDIARIES
Index to Consolidated Financial Statements
December 31, 2002
Page
Reports of Independent Public Accountants.......................... 44-45
Consolidated Balance Sheets........................................ 46
Consolidated Statements of Income.................................. 47
Consolidated Statements of Cash Flows.............................. 48
Consolidated Statement of Shareholders' Equity..................... 49
Notes to Consolidated Financial Statements......................... 50-71
-41-
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
Global Sources Ltd.
We have audited the accompanying consolidated balance sheet of Global Sources
Ltd. (a company incorporated under the laws of Bermuda) and its subsidiaries as
of December 31, 2002, and the related consolidated statement of income,
shareholders' equity and cash flows for the year ended December 31, 2002. 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. The financial statements of the Company as of December 31, 2000 and
2001, were audited by other auditors who have ceased operations and whose report
dated February 28, 2002 expressed an unqualified opinion.
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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated 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, 2002, and the results of
their operations and cash flows for the year ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ ERNST & YOUNG
Singapore
March 28, 2003
42
THE FOLLOWING REPORT IS A COPY OF THE INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
PREVIOUSLY ISSUED BY ARTHUR ANDERSEN. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN.
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, 2001 and 2000, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three years in the
period ended December 31, 2001. 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 consolidated 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, 2001 and 2000, and the
results of their operations and cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.
/s/ ARTHUR ANDERSEN
Singapore
February 28, 2002
-43-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In U.S. Dollars Thousands, Except Number of Shares and Per Share Data)
At At
December 31 December 31
---------- -----------
2001 2002
---------- -----------
ASSETS
Current Assets:
Cash and cash equivalents................................................ $ 20,236 $ 37,208
Accounts receivable, net................................................. 5,710 4,169
Receivables from sales representatives................................... 709 2,932
Receivables from related party sales representatives..................... 2,900 -
Inventory of paper....................................................... 856 545
Prepaid expenses and other current assets................................ 1,122 1,147
---------- -----------
Total Current Assets................................................. 31,533 46,001
---------- -----------
Property and equipment, net................................................. 19,058 14,110
Intangible assets, net...................................................... 3 -
Long term investments....................................................... 100 100
Bonds held to maturity, at amortized cost................................... 1,709 1,358
Other assets................................................................ 1,199 1,081
---------- -----------
Total Assets......................................................... $ 53,602 $ 62,650
---------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable......................................................... $ 3,625 $ 4,284
Deferred income and customer prepayments................................. 17,122 18,259
Accrued liabilities...................................................... 5,127 5,361
Income taxes payable..................................................... 164 368
---------- -----------
Total Current Liabilities............................................ 26,038 28,272
---------- -----------
Liabilities for incentive and bonus plans................................... 1,434 1,025
Amount due to parent company................................................ 11,404 11,404
Minority interest........................................................... 2,515 2,823
Deferred tax liability...................................................... 610 604
---------- -----------
Total Liabilities.................................................... 42,001 44,128
---------- -----------
Shareholder's equity:
Ordinary shares, US$0.01 par value; 50,000,000 shares authorized;
26,308,949 (2001: 26,303,949) shares issued and outstanding......... 263 263
Additional paid in capital............................................... 80,196 80,486
Retained earnings/(deficit).............................................. (61,987) (57,680)
Less: Unearned compensation............................................. (6,871) (4,547)
---------- -----------
Total shareholders' equity........................................... 11,601 18,522
---------- -----------
Total liabilities and shareholders' equity........................... $ 53,602 $ 62,650
---------- -----------
---------- -----------
The accompanying notes are an integral part of these
financial statements.
-44-
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,
---------------------------------------
2000 2001 2002
----------- ------------ -----------
Revenues:
Online services........................................ $ 55,121 $ 55,468 $ 51,268
Other media services................................... 46,748 39,010 35,587
Miscellaneous.......................................... 1,184 807 631
----------- ------------ -----------
103,053 95,285 87,486
----------- ------------ -----------
Operating Expenses:
Sales.................................................. 34,436 32,047 29,592
Circulation............................................ 13,337 11,757 11,581
General and administrative............................. 36,197 33,726 29,785
Online services development............................ 6,665 8,393 5,378
Non-cash compensation expense (Note a)................. 65,689 2,501 2,564
Non-cash listing expenses.............................. 1,353 - -
Amortization of intangibles/Software development cost.... 1,018 3,476 3,740
----------- ------------ -----------
Total Operating Expenses.................................. 158,695 91,900 82,640
----------- ------------ -----------
Income/(Loss) from Operations............................. (55,642) 3,385 4,846
----------- ------------ -----------
Interest expense....................................... (649) (172) -
Interest income........................................ 1,135 357 439
Foreign exchange gains (losses), net................... 50 (470) 50
Write-down of investments.............................. (11,750) (1,150) -
----------- ------------ -----------
Income/(Loss) before Income Taxes......................... (66,856) 1,950 5,335
Income Tax Provision...................................... (1,277) (1,143) (720)
----------- ------------ -----------
Income/(Loss) before Minority Interest.................... $ (68,133) $ 807 $4,615
----------- ------------ -----------
Equity in (loss)/income of affiliate...................... (51) 51 -
Minority interest......................................... (37) (83) (308)
----------- ------------ -----------
Net Income/(Loss)......................................... $ (68,221) $ 775 $ 4,307
----------- ------------ -----------
----------- ------------ -----------
Basic and diluted net income/(loss) per share............. $ (2.63) $ 0.03 $ 0.16
----------- ------------ -----------
----------- ------------ -----------
Shares used in basic and diluted net income /(loss)
per share calculations (Note 14)....................... 25,948,028 26,303,949 26,308,154
----------- ------------ -----------
----------- ------------ -----------
Note: a. 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 $623 (2001: $381, 2000: $291) represents sales
expenses, $238 (2001: $87, 2000: $168) represents circulation, $1,179
(2001: $1,546, 2000: $65,044) represents general and administrative
and $524 (2001: $487, 2000: $186) represents online services
development expenses.
The accompanying notes are an integral part of these
financial statements.
-45-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. Dollars Thousands)
Year Ended December 31,
-----------------------------------
2000 2001 2002
----------- --------- ----------
Cash flows from operating activities:
Net income/(Loss)................................................ $ (68,221) $ 775 $ 4,307
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation and amortization.................................... 4,069 8,934 8,989
(Profit)/Loss on sale of property and equipment.................. (23) 34 (1)
Accretion of U.S. Treasury strips zero % coupon.................. (139) (122) (99)
Bad debt expense................................................. 1,188 765 670
Non-cash compensation expense.................................... 65,689 2,501 2,564
Non-cash listing expenses........................................ 1,353 - -
Income attributable to minority shareholder...................... 37 83 308
Write-down of investments........................................ 11,750 1,150 -
Equity in loss/(income) of affiliate............................. 51 (51) -
Property and equipment written off............................... 12 108 153
----------- --------- ----------
15,766 14,177 16,891
Changes in assets and liabilities:
Accounts receivables............................................. (1,865) 1,328 871
Receivables from sales representatives........................... 1,527 (153) (2,223)
Receivables from related party sales representatives............. 651 538 2,900
Inventory of paper............................................... (630) 357 311
Prepaid expenses and other current assets........................ 1,459 646 (25)
Loan to chief executive officer.................................. (5,350) - -
Repayment of loan from chief executive officer................... 5,350 - -
Long term assets................................................. (123) 147 118
Accounts payable................................................. 2,067 (1,911) 659
Accrued liabilities and liabilities for incentive and bonus plans (2,987) (1,061) (175)
Deferred income and customer prepayments......................... 750 1,234 1,137
Tax liability.................................................... 298 162 198
----------- --------- ----------
Net cash provided by operating activities................... 16,913 15,464 20,662
----------- --------- ----------
Cash flows from investing activities:
Purchase of long term investments................................ (13,000) - -
Purchase of property and equipment............................... (17,128) (4,874) (4,193)
Proceeds from sales of property and equipment.................... 25 315 3
Proceeds from matured bonds...................................... 460 440 450
Capital contributed by minority shareholder in a joint venture... 6,000 - -
----------- --------- ----------
Net cash used for investing activities...................... (23,643) (4,119) (3,740)
----------- --------- ----------
Cash flows from financing activities:
Short-term borrowings............................................ 13,260 - -
Repayment of short-term borrowings............................... (9,260) (4,000) -
Amount received towards directors stock option plan.............. - 164 50
Additional capital contributed................................... 24 - -
----------- --------- ----------
Net cash generated from (used for) financing activities..... 4,024 (3,836) 50
----------- --------- ----------
Net (decrease)/increase in cash and cash equivalents............... (2,706) 7,509 16,972
Cash and cash equivalents, beginning of the year................... 15,433 12,727 20,236
----------- --------- ----------
Cash and cash equivalents, end of the year......................... $ 12,727 $ 20,236 $ 37,208
----------- --------- ----------
----------- --------- ----------
Supplemental cash flow disclosures:
Income tax paid.................................................. $ 979 $ 981 $ 522
Interest paid.................................................... 639 172 -
----------- --------- ----------
----------- --------- ----------
The accompanying notes are an integral part of these
financial statements.
-46-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In U.S. Dollars Thousands, Except Number of Shares)
Ordinary Shares
-----------------------
Additional Total
Number of paid in Retained Unearned Shareholders'
Shares Amounts Capital Earnings Compensation Equity
---------- -------- --------- --------- ------------ -------------
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 expense.... - - 70,755 - - $ 70,755
Unearned compensation............ - - - - (5,066) $ (5,066)
Non-cash listing expenses........ - - 1,353 - - $ 1,353
Interest in Joint Venture........ - - 3,606 - - $ 3,606
---------- -------- --------- --------- ------------ -------------
Balance at December 31, 2000..... 26,303,949 $ 263 $ 75,726 $ (62,762) $ (5,066) $ 8,161
Net income....................... - - - 775 - $ 775
Non-cash compensation expense.... - - 4,306 - - $ 4,306
Unearned compensation............ - - - - (1,805) $ (1,805)
Amount received towards directors
- stock option plan...... - - 164 - - $ 164
---------- -------- --------- --------- ------------ -------------
Balance at December 31, 2001..... 26,303,949 $ 263 $ 80,196 $ (61,987) $ (6,871) $ 11,601
Net income....................... - - - 4,307 - $ 4,307
Non-cash compensation expense.... - - 240 - - $ 240
Unearned compensation............ - - - - 2,324 $ 2,324
Amount received towards directors
- stock option plan...... - - 50 - - $ 50
Issuance of Shares under directors
- stock option plan.... 5,000 - - - - -
---------- -------- --------- --------- ------------ -------------
Balance at December 31, 2002..... 26,308,949 $ 263 $ 80,486 $ (57,680) $ (4,547) $ 18,522
---------- -------- --------- --------- ------------ -------------
---------- -------- --------- --------- ------------ -------------
The accompanying notes are an integral part of these consolidated
financial statements.
-47-
GLOBAL SOURCES LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. Dollars Thousands, Except Number 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 Company's principal business is to provide services that allow
global buyers to identify suppliers and products, and enable suppliers
to market their products to a large number of buyers. The Company's
primary online service is creating and hosting marketing websites that
present suppliers' product and company information in a consistent,
easily searchable manner on Global Sources Online. The Company also
offers electronic cataloguing services for buyers and suppliers. My
Catalogs enable buyers to maintain customized information on
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 various
trade magazines and CD-ROMs. The Company's businesses are conducted
primarily through Trade Media Ltd., its wholly owned subsidiary, which
was incorporated in October 1984 under the laws of Cayman Islands.
Through certain other wholly owned subsidiaries, the Company also
organizes conferences and exhibitions on technology related issues and
licenses Asian Sources / Global Sources Online and 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 majority owned 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.
(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.
(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.
-48-
(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) EffectiveJanuary 1, 1999, the Company adopted Statement of
Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use," to account for the costs
incurred to develop computer software for internal use. Costs
incurred in the preliminary project stage with respect to the
development of software for internal use 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.
To account for the development costs related to the products to
be sold, leased or otherwise marketed, the Company adopted SFAS
No. 86, "Accounting for the Costs of Computer Software to Be
Sold, Leased, or Otherwise Marketed." Development costs incurred
subsequent to the establishment of the technological feasibility
of the product are capitalized. The capitalization will end when
the product is available for general release to customers.
The Company expensed $NIL, $1,117 and $64 during the years ended
December 31, 2000, 2001 and 2002, respectively, for the costs
incurred prior to the establishment of the technological
feasibility with respect to the development of products to be
sold, leased or otherwise marketed.
(f) Intangible Assets
Prior to the adoption of SFAS No. 142 effective on January 1, 2002,
copyrights were amortized on a straight line basis over a period of
ten years and Goodwill, was amortized on a straight-line basis over
twenty years.
-49-
In June 2001, FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method and broadened the criteria for
recording intangible assets separated from goodwill. Under SFAS No.
142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually (or more frequently if
impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to
be amortized over their useful lives (but with no maximum life). The
amortization provisions of SFAS No. 142 apply immediately to goodwill
and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, we
adopted SFAS No. 142 effective January 1, 2002. As goodwill was fully
amortized and no acquisitions occurred during 2001, the Company
believes that the adoption of these standards did not have a material
impact on the Company's financial statements of position, results of
operations, or cash flows.
(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 or intangibles as of December 31, 2002.
(i) Revenue Recognition
The Company derives its revenues from advertising fees in its
published trade magazines and Websites, sales of trade magazines, 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 Websites 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. Revenue from the provision
of maintenance service is deferred and recognized ratably over the
maintenance
-50-
service period. Revenue from organizing business seminars is
recognized at the conclusion of the seminar.
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 and Related Party Sales
Representatives
The Company utilizes sales representatives and in the past utilized
related party sales representatives in various territories to promote
the Company's products and services. Under these arrangements, these
sales representatives are entitled to commissions as well as marketing
fees. Commissions expense is recorded when owed to these sales
representative and is included in sales expenses.
These sales representatives which are mainly corporate entities,
handle collections from clients on behalf of the Company. Included in
receivables from these sales representatives are amounts collected on
behalf of the Company as well as cash advances made to these sales
representatives.
As of December 31, 2001, the boards of directors of eight of these
sales representative companies each included a director nominated by
the Company to monitor the receivables collected from the Company's
clients by these related party sales representatives, and to monitor
any changes to the authorized signatories of the depository bank
accounts. The nominated directors were employees of the Company. The
Company and the nominated directors did not have any interest in the
share capital of these related party sales representatives companies.
However as of December 31, 2002, the Company does not have any
nominated directors on the board of directors of any of the Company's
sales representative companies. Approximately $20,315, $20,172 and
$9,986 of the commissions and marketing fees expense was associated
with these related party sales representative companies for 2000, 2001
and 2002, respectively.
(k) Advertising Expenses
Advertising expenses are expensed as incurred. The Company incurred
advertising expenses of $658, $277 and $161 during the years ended
December 31, 2000, 2001 and 2002, respectively.
(l) Operating Leases
The Company leases certain office facilities under cancelable and
non-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 bo-
-51-
nus 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 had
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 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) Minority Interest
In 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 corporation (eMedia Asia Ltd.) to provide
new technology content, media and e-commerce services to the
electronics technology market in Asia. The Company holds a 60.1%
controlling equity interest in eMedia Asia Ltd. and consolidates the
results of operations. As part of obtaining its 39.9% interest, CMP
has committed to pay $6,000 and interest thereon to the Company upon
the payment of specified future dividends of eMedia Asia Ltd. Due to
the contingent nature of the payment, the Company did not record in
its balance sheet the promissory note receivable of $6,000 due from
CMP and no interest income was accrued as at December 31, 2002 and
2001. The minority interest liability of $2,823 and $2,515 at December
31, 2002 and 2001, respectively, reflects CMP's proportionate interest
of the net book value of the eMedia Asia Ltd.
(q) 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 expense amounts at the average
monthly exchange rates. The cumulative translation differences were not
material as of December 31, 2001 and 2002.
-52-
(r) 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 two reportable segments: online services and other media
services.
(s) 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, 2000, 2001 and 2002, the Company had no material other
comprehensive income items.
(t) 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. Diluted net income per share is calculated using
the weighted average number of outstanding ordinary shares, plus other
dilutive potential ordinary shares. For all periods presented, the
Company did not have any dilutive securities; therefore, both the
basic and diluted net income per share computations resulted in the
same amounts.
(u) Stock Based Compensation
The Company has adopted the disclosure only provisions of SFAS No.
123, "Accounting for Stock-Based Compensation." 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.
-53-
A majority of the Company's employee stock compensation plans are share
grants without any exercise price or exercise period. Therefore the
fair value of the share grants at the date of grant approximates the
intrinsic value. As a result, the impact of fair value based accounting
under SFAS No. 123 is not significantly different from the intrinsic
value method under APB 25.
(v) Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statements of Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" as amended by SFAS No.
137 and SFAS No. 138. This statement, as amended, was effective
January 1, 2001, and established accounting and reporting standards
for derivative instruments, including certain derivative instruments
imbedded in other contracts, and for hedging activities. The adoption
of SFAS No. 133, as amended, did not impact the Company's financial
position or results of operations.
In June, 2001, FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. Under SFAS No. 142, goodwill
and intangible assets with indefinite lives are no longer amortized
but are reviewed annually (or more frequently if impairment indicators
arise) for impairment. Separable intangible assets that are not deemed
to have indefinite lives will continue to be amortized over their
useful lives (but with no maximum life). The amortization provisions
of SFAS No. 142 apply immediately to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, we adopted SFAS No. 142
effective January 1, 2002. As goodwill was fully amortized and no
acquisitions occurred during 2001, management believes that the
adoption of these standards did not have a material impact on the
Company's financial statements of position, results of operations, or
cash flows.
In June 2001, FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses financial accounting
and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs.
The purpose of this statement is to develop consistent accounting for
asset retirement obligations and related costs in the financial
statements and provides more information about future cash outflows,
leverage and liquidity regarding retirement obligations and the gross
investment in long-lived assets. We adopted SFAS No. 143 on January 1,
2003 and believe that the adoption of this standard did not have a
material impact on the Company's financial statements of position,
results of operations, or cash flows.
In August 2001, FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets, superseding SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." The statement also supersedes the accounting and
reporting provisions of APB Opinion No. 30, Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions, for segments of a business to be disposed. The
Company adopted this statement on January 1, 2002 and believes that
the adoption of this standard did not have a material impact on the
Company's financial statement of position, results of operations, or
cash flows.
In April 2002, FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." The provisions of this Statement
-54-
relating to the rescission of Statement 4 will be effective for fiscal
years beginning after May 15, 2002. The provisions in paragraphs 8 and
9(c) of this Statement relating to Statement 13 are effective for
transactions occurring after May 15, 2002. All other provisions of
this Statement are effective for financial statements issued on or
after May 15, 2002. We believe that the adoption of this standard does
not have a material impact on the Company's financial statements of
position, results of operations, or cash flows.
In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which requires additional
disclosures in interim and annual financial statements about the method
of accounting for stock-based employee compensation and the effect of
the method used on reported results. The disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002.
3. Current Assets:
At December 31,
-----------------------------
2001 2002
----------- ------------
Accounts receivable:
Gross trade receivables....................... $ 7,842 $ 6,135
Less: Allowance for doubtful debts........... (2,132) (1,966)
----------- ------------
$ 5,710 $ 4,169
----------- ------------
----------- ------------
Movements in Allowance for Doubtful Accounts:
Year Ended December 31,
---------------------------------------------
2000 2001 2002
----------- ----------- -----------
Balance at beginning of year..................... $ 1,854 $ 2,400 $ 2,132
Charged to bad debt expenses..................... 1,188 765 670
Write-off of bad debts........................... (642) (1,033) (836)
----------- ----------- -----------
Balance at end of year........................... $ 2,400 $ 2,132 $ 1,966
----------- ----------- -----------
----------- ----------- -----------
At December 31,
----------------------
2001 2002
---------- --------
Prepaid expenses and other current assets:
Unsecured employee loans and other debtors.......... $ 117 $ 108
Prepaid expenses.................................... 399 284
Other current assets................................ 606 755
---------- --------
$ 1,122 $ 1,147
---------- --------
---------- --------
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4. Property and Equipment, net:
At December 31,
----------------------------
2001 2002
------------ -----------
Capital work-in progress.......................................... $ 33 $ 192
Leasehold improvements............................................ 6,635 6,806
Motor vehicles.................................................... 72 98
Computers, fixtures, fittings and office equipment................ 21,781 22,463
Software development costs........................................ 11,821 14,723
------------ -----------
Property and equipment, at cost................................... 40,342 44,282
Less: Accumulated depreciation.................................... (21,284) (30,172)
------------ -----------
$ 19,058 $ 14,110
------------ -----------
------------ -----------
Depreciation expense for the years ended December 31, 2000, 2001 and
2002 was $3,051, $5,458 and $5,249, respectively and the amortization
of Software development cost for the years ended December 31, 2000,
2001 and 2002 was $647, $3,106, and $3,737 respectively.
5. Intangible Assets, net:
At December 31,
--------------------------
2001 2002
------------ -----------
Goodwill........................................................... $ 654 $ 654
Copyrights......................................................... 3,706 3,706
------------ -----------
4,360 4,360
Less: Accumulated amortization.................................... (4,357) (4,360)
------------ -----------
$ 3 $ --
------------ -----------
------------ -----------
6. Long-term Investments and Bonds held to maturity:
(i) As at December 31, 2002, the Company holds equity instruments carried
at $100 in a privately held unaffiliated electronic commerce company
for business and strategic purposes. The investment is accounted for
under the cost method since the ownership is less than 20% and the
Company does not have the ability to exercise significant influence
over the investee. The investment is shown under long term investments
in the consolidated balance sheets.
The Company's policy is to regularly review the carrying values of the
non-quoted investments and to identify and provide for impairment when
circumstances indicate impairment other than a temporary decline in
the carrying values of such assets.
During the fourth quarter of year 2000, the Company recorded $11,750
impairment loss for other than a temporary declines in the carrying
value of the 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. During the year 2001, the
Company recorded a further $1,150 impairment loss for other than
temporary decline in the carrying value of the investment based on
economic
-56-
events and other factors. The net carrying value of the long term
investment as at December 31, 2001 and 2002 was $100. The Company will
continue to evaluate this investment for impairment.
(ii) U.S. Treasury strips zero % coupon
At December 31,
-----------------------------
2001 2002
---------- -----------
The amortized cost classified by date of contractual
maturity is as follows:
Due within one year........................................ $ 430 $ 426
Due after one year through five years...................... 1,059 854
Due after five years through ten years..................... 220 78
---------- -----------
$ 1,709 $ 1,358
---------- -----------
---------- -----------
At December 31,
-----------------------------
2001 2002
---------- -----------
The fair value based on the market price, classified
by date of contractual maturity is as follows:
Due within one year........................................ $ 444 $ 437
Due after one year through five years...................... 1,137 964
Due after five years through ten years..................... 230 86
---------- -----------
$ 1,811 $ 1,487
---------- -----------
---------- -----------
At December 31,
-----------------------------
2001 2002
---------- -----------
Gross unrealized holding gains............................. $ 102 $ 129
---------- -----------
---------- -----------
7. Other Assets:
At December 31,
2001 2002
---------- -----------
Employee housing loans..................................... $ 378 $ 270
Club memberships........................................... 498 514
Rental and utility deposits................................ 323 297
---------- -----------
$ 1,199 $ 1,081
---------- -----------
---------- -----------
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8. Current Liabilities:
At December 31,
------------------------------
2001 2002
----------- ------------
Deferred income and customer prepayments:
Advertising................................................ $ 13,963 $ 15,582
Subscription and others.................................... 3,159 2,677
----------- ------------
$ 17,122 $ 18,259
----------- ------------
----------- ------------
At December 31,
------------------------------
2001 2002
----------- ------------
Accrued liabilities:
Salaries, wages and commissions............................ $ 1,442 $ 1,261
Retirement benefit plans................................... 435 491
Current portion of liabilities for incentive and bonus plans 1,168 1,174
Others..................................................... 2,082 2,435
----------- ------------
$ 5,127 $ 5,361
----------- ------------
----------- ------------
9. Liabilities for Incentive and Bonus Plans
At December 31,
------------------------------
2001 2002
----------- ------------
Liability for long term discretionary bonus program........ $ 1,434 $ 1,025
----------- ------------
----------- ------------
10. Related Party Transactions
The Company has extended loans to some of its employees 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 $378 and $270 as of December 31, 2001 and 2002
respectively. Loans due from employees for lease of residences were
$114 and $81 as of December 31, 2001 and 2002, respectively. There were
no other loans due from the Company's directors and executive officers
as at December 31, 2001 and 2002 except for a loan due from the Chief
Operating Officer of the Company of $14 and $NIL as of December 31,
2001 and 2002, respectively, which was included in loans due from
employees for the lease of residences. Other temporary advances to
staff, which are generally repayable within twelve months, were $3 and
$26 as of December 31, 2001 and 2002, respectively.
The Company leases certain office facilities from subsidiaries of the
Parent Company under cancelable and non-cancelable operating leases
that include both rental and building maintenance services. During the
years ended December 31, 2000, 2001 and 2002, the Company incurred
rental and building
-58-
management services expenses of $950, $1,044, and $1,048 respectively,
with respect to these office facilities.
The Company also receives legal, secretarial and treasury management
consultancy services from subsidiaries of the Parent Company. During
the year ended December 31, 2000, 2001 and 2002, the Company incurred
such legal, secretarial and treasury management consultancy services
expenses of $455, $464, and $275 respectively.
The Company had $11,404 and $11,404 due to the Parent Company as of
December 31, 2001 and 2002, respectively. The amount due to the Parent
Company is unsecured.
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.
Effective May 1, 2000, the Company engaged The Fairchild Corporation, a
related party, to provide 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.
In addition to the transactions with related party sales
representatives discussed in Note 2(j), the Company provided technical
services to these sales representatives and during the year 2000, to a
subsidiary of the Parent Company, for a fee. During the year ended
December 31, 2000, 2001 and 2002, the Company derived such service fees
of $167, $259, and $156, respectively. During the years ended December
31, 2000, 2001 and 2002, the Company has incurred costs of $79, $76 and
$47, respectively with respect to the incentive awards discussed in
Note 11, relating to the related party sales representatives.
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. The Company did not incur
any expenses related to these awards during the years ended December
31, 2000, 2001 and 2002. The required funds were set aside for payment
of the discretionary bonuses by purchasing U.S. Treasury strips zero %
coupons 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. Costs incurred related
to incentive awards under plans administered by the Company for the
years ended December 31, 2000, 2001 and 2002 were $116, $78 and $128,
respectively. Amounts under liabilities for incentive plans include
amounts owed under plans previously administered by the Company.
-59-
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, 2001 and 2002 were $376 and $447,
respectively.
The Company incurred costs of $1,039, $1,085 and $1,101 with respect to
the retirement plans in the years ended December 31, 2000, 2001 and
2002, 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.
Income / (loss) before income taxes consists of:
Year Ended December 31,
-----------------------------------------------------
2000 2001 2002
--------------- ------------- ------------
Cayman Islands............................ $ (3,593) $ 401 $ 3,587
Foreign................................... (63,263) 1,549 1,748
--------------- ------------- ------------
$ (66,856) $ 1,950 $ 5,335
--------------- ------------- ------------
The provision for income taxes consists of:
Year Ended December 31,
-----------------------------------------------------
2000 2001 2002
--------------- ------------- ------------
Current tax expense:
Cayman Islands............................ $ -- $ -- $ --
Foreign................................... 1,277 1,143 720
--------------- ------------- ------------
Total provision........................... $ 1,277 $ 1,143 $ 720
--------------- ------------- ------------
The provision for income taxes for the years ended December 31, 2000,
2001 and 2002 differed from the amount computed by applying the
statutory income tax rate of 0% as follows:
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Year Ended December 31,
---------------------------------------------------
2000 2001 2002
--------------- ------------- ------------
Income taxes at statutory rate............ $ - $ - $ -
Foreign income and revenues taxed at higher
rates..................................... 1,277 1,143 720
--------------- ------------- ------------
Total..................................... $1,277 $ 1,143 $ 720
--------------- ------------- ------------
Effective tax rate........................ (1.91)% 58.62% 13.50%
--------------- ------------- ------------
Deferred tax assets consist of the following:
At December 31,
-------------------------------
2001 2002
------------ -----------
Net operating loss carry forwards............................ $ 7,434 $ 7,460
Less: valuation allowance................................... (7,434) (7,460)
------------ -----------
Deferred tax assets.......................................... $ -- $ --
------------ -----------
The Company recorded a full valuation allowance for the deferred tax
assets due to the uncertainty as to their ultimate realization.
As of December 31, 2002 and 2001, a United States subsidiary has net
operating loss carry forwards of approximately $17.3 million. These
losses which expire in year 2020, can be utilized to reduce future
taxable income of the subsidiary subject to compliance with the
taxation legislation and regulations in the relevant jurisdiction.
The Company recognized a deferred tax liability of US$610 and US$604 as
at December 31, 2001 and 2002, respectively, which primarily arose from
the temporary differences between the financial reporting and the tax
bases of fixed assets in one of the subsidiaries of the Company.
14. Share Capital
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.,
predecessor to Global Sources 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 year ended December 31, 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. On February 28, 2002, the Company issued
5,000 ordinary shares purchased by a director of the Company under the
Directors Stock Option Plan. The authorized share capital of the
Company as at December 31, 2001 and 2002 is 50,000,000 ordinary shares
of $0.01 per value. As at December 31, 2001 and at December 31, 2002,
the Company has 26,303,949 and 26,308,949 ordinary shares issued and
outstanding, respectively.
-61-
15. Fair Value of Financial Instruments
The carrying amounts of the Company's cash equivalents, accounts
receivable, related party receivables, accounts payable and accrued
liabilities approximate fair value due to their short maturities. The
fair value of related party payables cannot be determined due to the
related party nature. The information with respect to long term related
party payables is disclosed in Note 10. 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 large 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, 2000, 2001 and 2002.
No customer accounted for more than 10% of the accounts receivable as
of December 31, 2001 and 2002.
In 2002, the Company derived approximately 93% of its revenue from
customers in Asia. The Company expects that a majority of its future
revenue will continue to be generated from customers in this region.
Future political or economic instability in Asia could negatively
impact the business.
17. Operating Leases
The Company leases office facilities under cancelable and
non-cancelable operating leases that expire in two to five years.
During the years ended December 31, 2000, 2001 and 2002, the Company's
operating lease rental and building management services expenses were
$1,502, $1,897 and $1,872, respectively. The estimated future minimum
lease rental payments under non-cancelable operating leases as of
December 31, 2002 are as follows:
Year Ending December 31, Operating Leases
-------------------------------------- ------------------
2003................................... $ 394
2004................................... 337
2005 onwards........................... --
------------------
$ 731
------------------
------------------
18. Segment and Geographic Information
During the first Quarter of 2002, the Company realigned its products
and services into two groups. Thus the Company has two reportable
segments: online services and other media services. Certain prior year
items have been reclassified to conform to the year 2002 presentation.
Revenues by geographic location are based on the location of the
customer.
-62-
(a) Segment Information
Year Ended December 31,
----------------------------------------------------
2000 2001 2002
-------------- -------------- -------------
Revenues:
Online services............................. $ 55,121 $ 55,468 $ 51,268
Other media services........................ 46,748 39,010 35,587
Miscellaneous............................... 1,184 807 631
-------------- -------------- -------------
Consolidated................................ $ 103,053 $ 95,285 $ 87,486
-------------- -------------- -------------
-------------- -------------- -------------
Year Ended December 31,
----------------------------------------------------
2000 2001 2002
------------- -------------- -------------
Income/(Loss) from Operations:
Online services............................. $ (24,625) $ 5,958 $ 6,311
Other media services........................ (29,515) (1,070) (1,767)
Miscellaneous............................... (1,502) (1,503) 302
-------------- -------------- -------------
Consolidated................................ $ (55,642) $ 3,385 $ 4,846
-------------- -------------- -------------
-------------- -------------- -------------
At December 31,
-----------------------------
2001 2002
------------ ----------
Identifiable Assets:
Online services............................................... $ 34,395 $ 39,497
Other media services.......................................... 18,523 22,421
Miscellaneous................................................. 684 732
------------ ----------
Consolidated.................................................. $ 53,602 $ 62,650
------------ ----------
------------ ----------
(b) Foreign Operations
Year Ended December 31,
---------------------------------------------------
2000 2001 2002
------------- ------------ -------------
Revenues:
Asia....................................... $ 95,388 $ 88,427 $ 81,456
United States.............................. 5,235 5,255 4,986
Europe..................................... 1,083 908 525
Other...................................... 1,347 695 519
------------- ------------ -------------
Consolidated............................... $ 103,053 $ 95,285 $ 87,486
------------- ------------ -------------
------------- ------------ -------------
At December 31,
--------------------------------
2001 2002
------------ -------------
Long-Lived Assets:
Asia......................................................... $ 20,247 $ 15,285
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At December 31,
--------------------------------
2001 2002
------------ -------------
United States................................................ 113 6
------------ -------------
Consolidated................................................. $ 20,360 $ 15,291
------------ -------------
------------ -------------
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 the
probability 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
There were no material capital commitments as at December 31, 2002. The
commitments as at December 31, 2001 for the renovation work to be
carried out on the leasehold office facilities amounted to $91.
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.
On April 3, 2000, the Form F-1 was declared effective, and on April
14, 2000, the above Share Exchange Agreement was consummated. After
the Share Exchange, Fairchild (Bermuda), Ltd. was renamed Global
Sources Ltd. As of April 14, 2000, the Company was publicly listed on
NASDAQ.
The transaction costs associated with the Share Exchange Agreement,
amounting to $609, $NIL and $NIL have been expensed during the year
ended December 31, 2000, 2001 and 2002, respectively. This expense is
included under general and administrative cost for the year ended
December 31, 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 interest 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 the remaining
3,507,193 shares is subject to employment, non-compete and vesting
terms under an employment agreement with one of the Company's
-64-
United States subsidiaries. The 3,507,193 shares were to vest ratably
over 10 years, 10% each year on each anniversary date from the grant
date. However, effective August 30, 2000, the Company's Board of
Directors approved the accelerated vesting of 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, $NIL and $NIL non-cash compensation expense associated with
these awards in the year ending December 31, 2000, 2001 and 2002,
respectively. At the modification date and subsequently the Company,
based on historical evidence and the Company's forecast of future
employee separations, estimated that the chairman and chief executive
officer will not terminate employment and appointment as director
prior to the date that vesting in the shares would have occurred
absent the modification. Therefore, the Company has estimated that
additional compensation expense to be recognized as a result of the
modification is nil. Should actual results differ from this estimate,
adjustment in future reporting periods will be required.
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 in the
Company, for the establishment of share option plans and/or share award
plans, known as ECP I, ECP II and ECP III. Subsequently, share option
plans and/or share award plans, known as ECP IV, ECP V, ECP VI and ECP
VII 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 in the manner determined by the plan committee at the time of
grant.
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 to
the trust. 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.
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Eligible employees, directors and consultants 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
$2,948 and $2,357, respectively, are recognized ratably over the three
year vesting term from the respective award dates.
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 is 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 of common
shares under ECP IV and ECP V on January 23, 2001. The Equity
Compensation Plan committee approved additional awards of common shares
under ECP IV on April 1, 2001 and July 1, 2001 and under ECP V on
January 1, 2002.
The non-cash compensation expenses associated with the above awards in
accordance with APB 25 and SFAS 123, under ECP IV and ECP V of
approximately $3,086 and $1,940, respectively, are recognized over the
five year vesting term from the respective award dates.
Eligible employees, directors and consultants under ECP VI are awarded
a one-time grant of Global Sources Ltd. common shares, the number of
which are determined by the plan committee.
Entitlement of the employees, directors and consultants to these common
shares is subject to non-compete and vesting terms.
The Equity Compensation Plan committee approved ECP VI on March 13,
2001 and made awards of common shares under plan on various dates
during the year 2001 and 2002.
The non-cash compensation expenses associated with the awards in
accordance with APB 25 and SFAS 123, under ECP VI totaling to
approximately $433, are recognized over the five year vesting term from
the respective award dates.
Eligible employees, directors and consultants under ECP VII are awarded
a grant of defined number of Global Sources Ltd. common shares, the
number of which are determined by the plan committee periodically.
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The Equity Compensation Plan committee approved the awards of common
shares under ECP VII on January 1, 2002. The non-cash compensation
expenses associated with the above awards in accordance with APB 25 and
SFAS 123, under ECP VII of approximately $538 are recognized over the
six years vesting term from the respective award dates.
Entitlement of the employees, directors and consultants to these common
shares is subject to employment and vesting terms.
The Company expensed $1,689, $2,501 and $2,564 in non-cash compensation
costs associated with the awards under the above ECP plans in the years
ended December 31, 2000, 2001 and 2002, respectively.
ECP II ECP III ECP IV ECP V ECP VI ECP VII
---------------------- ---------- ---------- ---------- ---------- ----------
Purchase Gift PLan Grant Plan Grant Plan Grant Plan Grant Plan Grant Plan
---------------------- ---------- ---------- ---------- ---------- ----------
Plan Inception March, March, March, January, January, March, January,
2000 2000 2000 2001 2001 2001 2002
---------- ---------- ---------- ---------- ---------- ---------- ----------
Number of Shares:
At December 31, 1999... -- -- -- -- -- -- --
Original restricted
shares granted in
year 2000............ 80,887 212,526 104,184 -- -- -- --
Shares forfeited to
beneficial trustee... -- (11,442) (1,334) -- -- -- --
------------ ---------- ---------- ---------- ---------- ---------- ----------
Balance at December
31, 2000............. 80,887 201,084 102,850 -- -- -- --
Original restricted
shares granted in
year 2001............ -- -- -- 522,354 303,000 78,300 --
Shares forfeited to
beneficial trustee... -- (24,468) (19,839) (87,837) (91,500) -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at December
31, 2001............. 80,887 176,616 83,011 434,517 211,500 78,300 --
Original restricted
shares granted in
year 2002............ -- -- -- -- 30,000 10,000 134,447
Shares forfeited to )
beneficial trustee... -- (9,884) (2,279) (38,719) (28,400) -- (9,192
----------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at December
31, 2002............. 80,887 166,732 80,732 395,798 213,100 88,300 125,255
----------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ----------
Grant Price Per Share.. $24.00 $NIL $NIL $NIL $NIL $NIL $NIL
----------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ----------
Weighted average fair
value of the shares
granted.............. $2.50 $26.50 $26.50 $8.67 $8.75 $4.13 $4.00
----------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ----------
Weighted average fair value of the shares granted is estimated to be
the average market value of the shares at the time of the grant.
24. Directors Stock Option Plan
A Non-executive Director Option Plan was approved on October 26, 2000
by the shareholders of the Company. Each eligible Director on the date
of the first board meeting of each calendar year, commencing in 2001,
would receive the grant of an option to purchase 20,000 common shares
on that date. The Options granted are subject to such terms and
conditions as determined by the Board of Directors at the grant.
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The option price, per share, payable before the end of each February,
is determined by the Board of Directors for each such grant of options.
The non-executive Directors may decline all or part of the award, which
is non-transferable.
The Board granted the first awards under the above plan in 2001. The
option price was fifteen percent less than the average closing price of
the shares for the last five trading days of the previous calendar
year. The award vests over four years with one quarter of the shares
vesting each year. Full payment must be made upon exercising the
option. Upon resignation of an eligible Director, all unvested shares
are forfeited and the option price received for the forfeited unvested
shares is refunded. Only one director accepted the offer on February
10, 2001 for the 20,000 shares granted under option. The $164 received
as proceeds of this plan was included in additional paid-in capital. On
February 28, 2002, the Company issued to the director the 5,000
ordinary shares that vested on that date.
As per the terms of the plan, the Board granted options to all eligible
directors again in February 2002. These awards will vest after four
years. Optionees must pay 15% of the option price, which is the average
closing price of the shares for the last five trading days of year
2001, at the time of exercising the option. The balance of 85% must be
paid on or before the vesting date. The resignation of a Director
following his or her exercise of the Grant of Options and payment of
the Option Price shall not cause a forfeiture of the unvested shares.
All the eligible non-executive Directors accepted the offer before
February 28, 2002. The $50 received towards the 15% of the option price
was included in additional paid-in capital.
The Board granted options to all eligible directors again in February
2003. These awards will vest after four years. Optionees must pay 10%
of the option price, which is the average closing price of the shares
for the last five trading days of year 2002, at the time of exercising
the option. The balance of 90% must be paid on or before the vesting
date. The resignation of a Director following his or her exercise of
the grant of options and payment of the option price shall not cause a
forfeiture of the unvested shares. Three eligible directors accepted
the offer before February 28, 2003.
25. Credit Facilities
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 20, 2002, the credit facility was renewed for $10,000 for one
more year subject to the same terms and conditions as applicable to the
original facility.
As of December 31, 2001 and 2002, the outstanding principal amount
under this credit facility was $NIL.
This credit facility was renewed for $10,000 for a further one year
period on March 7, 2003, subject to the same terms and conditions as
applicable to the original facility.
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The Company also holds a Documentary Credit facility with the Hongkong
and Shanghai Banking Corporation Limited, for providing documentary
credits to the Company's suppliers. This facility has a maximum limit
of $800. One of the Company's fellow subsidiaries has guaranteed the
Company's obligations under the credit facility. As at December 31,
2002, the unutilized amount under this facility was approximately $713.
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ITEM 9. THE OFFER AND LISTING
Price history of stock
Global Sources Ltd. Shares Prices for the periods indicted as follows:
Period High Low
----------------------------- ---------- ----------
Year 2000 $99.8750 $8.7500
Year 2001 11.2500 3.0000
Year 2002 5.5700 2.8500
First Quarter 2001 11.2500 8.0000
Second Quarter 2001 8.6500 6.0000
Third Quarter 2001 6.5400 3.0000
Fourth Quarter 2001 4.8200 3.1000
First Quarter 2002 5.5700 3.6500
Second Quarter 2002 5.1000 4.0500
Third Quarter 2002 4.2000 2.8500
Fourth Quarter 2002 5.1900 3.3600
October 2002 4.7500 3.3600
November 2002 4.1500 3.5000
December 2002 5.1900 4.1000
January 2003 5.3000 4.1500
February 2003 4.9000 4.1700
March 2003 4.4600 4.1500
Markets
Our shares are listed and traded on the NASDAQ national market.
ITEM 10. ADDITIONAL INFORMATION
Memorandum and Articles of Association
Description of shareholder rights attaching to our common shares
Fairchild (Bermuda), Ltd. was incorporated in Bermuda on November 9, 1999 under
the Companies Act 1981 of Bermuda. After a share exchange with Trade Media,
Fairchild (Bermuda), Ltd. 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 26,313,949 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.
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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.
o Our outstanding common shares are fully paid and non-assessable.
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 on a 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 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.
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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 paid 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.
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.
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 with preemptive
rights in relation to any issues of common shares held 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:
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.
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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 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.
Under Bermuda law, directors individually do not have exerciseable borrowing
rights, unless the bye-laws provide otherwise. Our bye-laws do not provide for
borrowing rights or credit limits for individual directors. The board of
directors may approve borrowings at their meetings, and between meetings the
executive committee of the board may approve borrowings.
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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 non-receipt 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.
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 Mellon Investor
Services, LLC at 44 Wall Street, 6th Floor, New York, New York 10005.
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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. A director is not
required to hold shares in a company to qualify to join the board, and once
appointed may sit on the board regardless of age, unless the bye-laws provide
otherwise. Our bye-laws do not require qualifying shares to join the board and
do not set age limits for directors who serve on the board. All directors must
provide written acceptance of their appointment within thirty days of their
appointment.
The board has 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;
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,
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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.
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
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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.
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 Mellon Investor Services, LLC. In addition
to a register held by Mellon Investor Services, 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
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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.
Exchange Controls
Bermuda Law
We have been designated as a non-resident 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 50 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. 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.
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ITEM 11. QUANTITATIVE AND QUALITATIVE 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 gains 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% and 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, and Chinese Renminbi 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, 2002, 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. CONTROLS AND PROCEDURES
We maintain a set of disclosure controls and procedures designed to ensure that
information required to be disclosed by the Company in report that it files or
submits under the U.S. Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Within the 90-day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of our disclosure controls and procedures. Based on that
evaluation, the CEO and CFO have concluded that our disclosure controls and
procedures are effective.
Subsequent to the date of their evaluation, there have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls.
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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT - (Not applicable)
ITEM 16B. CODE OF ETHICS - (Not applicable)
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES - (Not applicable)
PART III
All financial information contained in this document is expressed in United
States dollars, unless otherwise stated.
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 the Company. *
1.2 Bye-laws of the Company. *
1.3 Amendments to the Bye-Laws of Global Sources Ltd., as approved
at the May 6, 2002 Annual General Meeting of Shareholders. ++
2.1 Specimen Certificate. *
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. *
4.15 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. **
4.20 Form of The Global Sources Employee Equity Compensation Plan No.
VI. ***
4.21 Extension of the Facility terms and conditions letter dated
March 20, 2002, between Bank of Bermuda (Isle of Man) Limited
and Trade Media Holdings Ltd., and Acceptance of the terms and
conditions relating to extension of the facility by Trade Media
Holdings Ltd. +
4.22 Extension of the guarantee and indemnity, dated March 20, 2002,
between Hung Lay Si Co. Ltd. and Bank of Bermuda (Isle of Man)
Limited. +
4.23 Form of The Global Sources Employee Equity Compensation Plan No.
VII. *****
4.24 Extension of the Facility terms and conditions letter dated
March 7, 2003, between Bank of Bermuda (Isle of Man) Limited and
Trade Media Holdings Ltd., and Acceptance of the terms and
conditions relating to extension of the facility by Trade Media
Holdings Ltd.
4.25 Extension of the guarantee and indemnity, dated March 7, 2003,
between Hung Lay Si Co. Ltd. and Bank of Bermuda (Isle of Man)
Limited.
4.26 Global Sources' Code of Ethics (approved and adopted by the
Board of directors on March 7, 2003).
4.27 Form of The Global Sources Employee Equity Compensation Plan No.
V (Amended). *****
8.1 Subsidiaries of the Company.
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Exhibit No. Description
---------- -----------
12.1 Consent of Independent Accountants for incorporation of their
report filed with Form 6-K into the Company's previously filed
Registration Statements File No. 333-59098 and 333-62132. ****
12.2 Changes in Registrant's Certifying Accountant. +++
12.3 Letter to the SEC from the Company pursuant to SEC Release No.
33-8070, dated April 9, 2002. ****
12.4 Certification by the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-- Oxley Act of 2002.
12.5 Certification by the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-- Oxley Act of 2002.
12.6 Consent of Independent Accountants for incorporation of their
report filed under Form 20-F into the Company's previusly filed
Registration Statements File No. 333-104426 and 333-59058.
___________________
* Incorporated by reference to Form 20-F Annual Report of Global Sources
Ltd. filed with the Securities and Exchange Commission on June 30, 2000.
** Incorporated by reference to Form 20-F Annual Report of Global Sources
Ltd. filed with the Securities and Exchange Commission on April 5, 2001.
*** Incorporated by reference to Form S-8 Registration Statement filed with
the Securities and Exchange Commission on June 1, 2001.
**** Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on April 25, 2002.
***** Incorporated by reference to Form S-8 Registration Statement filed with
the Securities and Exchange Commission on April 10, 2003.
+ Incorporated by reference to Form 20-F Annual Report of Global Sources
Ltd. filed with the Securities and Exchange Commission on April 30,
2002.
++ Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on May 6, 2002.
+++ Incorporated by reference to Form 6-K filed with the Securities and
Exchange Commission on August 13, 2002.
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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 sign
this annual report on its behalf.
GLOBAL SOURCES LTD.
By: /s/ EDDIE HENG
------------------------------------------------
Eddie Heng, Director and Chief Financial Officer
Date: May 5, 2003
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CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Merle A. Hinrichs, certify that:
1. I have reviewed this annual report on Form 20-F of Global Sources Ltd.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 5, 2003
/s/ Merle A. Hinrichs
------------------------------------------
Merle A. Hinrichs, Director, Chairman and
Chief Executive Officer
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eddie Heng, certify that:
1. I have reviewed this annual report on Form 20-F of Global Sources Ltd.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 5, 2003
/s/ Eddie Heng
-----------------------------------------------
Eddie Heng, Director and Chief Financial Officer
EXHIBIT 4.24
------------
BANK of BERMUDA
Bank of Bermuda
(Isle of Man) Limited
P.O. Box 34
12/13/ Hill Street,
Douglas,
Isle of Man, IM99 1BW,
British Isles
Telephone +44 (0) 1624 637777
Fax +44 (0) 1624 637778/9
7th March, 2003
The Directors
Trade Media Holdings Limited
24/F Block B, Vita Tower
29 Wong Chuk Hang Road
Hong Kong
Dear Sirs,
This letter confirms that the Bank of Bermuda (Isle of Man) Limited ("the Bank")
is prepared to extend the loan facility to Trade Media Holdings Limited ("the
Borrower"). Subject to the amendment outlined below, the terms and conditions
originally set forth in the Bank's facility letter of 13th March 2000, continue
to apply.
The amendment is as follows:
Amount: The paragraph that follows this heading in the Facility Letter is to be
amended to read as follows;
"A maximum amount of US$10,000,000 (ten million US dollars) ("the Loan") will be
available which may be drawn in tranches of a minimum of US$1,000,000 (one
million US dollars)"
The loan and all unpaid interest, fees and other sums payable under this
facility shall be repaid in full not later than the 20th March 2004, pending a
full review and possible renewal of the facility for a further twelve month
term.
The Bank will incur no obligations under this letter until it has received all
of the following:
a) return of the enclosed copy of this letter duly signed by the Borrower
as acceptance of the terms and conditions of this letter.
b) a copy (certified as true by a Director or the Secretary of the
Borrower) of a Resolution of the Board of Directors of the Borrower
authorising such acceptance and designating the person(s) authorised to
sign the acceptance and confirming that all corporate action necessary
to accept the terms of this letter have been taken.
c) Payment of an Annual Fee of $1,000 in respect of this extension.
d) Board Resolution and Letter from the Guarantor, Hung Lay Si Co Ltd.
whose registered office is situate at PO Box 309, Grand Cayman, Cayman
Islands, confirming agreement to extension of the Guarantee and Charge
document.
If the terms and conditions of this letter are acceptable, please sign and date
the form of acceptance on the enclosed copy of this letter and return it to the
Bank together with the items mentioned above.
Yours faithfully,
/s/ Nigel Cashin
Nigel Cashin
------------
Credit Manager
TO: BANK OF BERMUDA (ISLE OF MAN) LIMITED
The Borrower hereby agrees to accept the terms and conditions as set out in the
Bank's letter to the Borrower dated the 7th March 2003 of which the foregoing is
a true copy.
For and on behalf of Trade Media Holdings Limited
(as Borrower)
/s/ Eddie Heng Teng Hua /s/ Ong Mei Ling
------------------------ -----------------
Director Secretary
Date: March 7, 2003
-2-
EXHIBIT 4.25
------------
--------------------------------------------------------------------------------
HUNG LAY SI CO. LTD.
Hong Kong Representative Office
Mailing address: G.P.O. Box 10999, Hong Kong
--------------------------------------------------------------------------------
7 March, 2003
Bank of Bermuda (Isle of Man) Limited
P.O. Box 34,
12/13 Hill Street, Douglas,
Isle of Man, IM99 1BW,
British Isles
Dear Sirs:
In consideration of your extending a Loan Facility of up to a maximum amount of
US$10,000,000 (ten million US Dollars) ("the Loan Facility") pursuant to the
terms of a Facility letter dated 7 March 2003, copy attached, to Trade Media
Holdings Limited ("the Borrower") we hereby irrevocably undertake, in your
favor:
1. to acknowledge that the Guarantee and Charge Agreement (both dated 17th
March 2000) that you hold in respect of the initial Loan Facility may
be regarded as applying in all respects to the extended 12 months
period of the Loan Facility as though each had been entered into by
ourselves afresh in respect of the extended period;
2. to continue to deposit with you a deposit on the terms set out in our
previous letter dated 17th March 2000 as amended in facility letter
dated 7 March 2003; and
3. to deliver to you a copy (certified by either a Director or the Company
Secretary) of the Resolution of the Board of Directors of this Company
authorizing the signature of this letter on its behalf.
For and behalf of
HUNG LAY SI CO. LIMITED
/s/ William R. Seitz /s/ Richard F.V. Jeune
--------------------- -----------------------
William R. Seitz Richard F.V. Jeune
Director Director
EXHIBIT 4.26
------------
Table of Contents
Code of Ethics
1. Personal Conduct
2. Protecting the Company's Assets
2.1 Confidential and Proprietary Information
2.2 Insider Information and Securities Trading
2.3 Use of Company's Resources
3. Employees
3.1 Fair Employment Practices
3.2 Safety and Health Guidelines
3.3 Anti-harassment Guidelines
4. Subcontractors, Representative Companies, Service Companies and
Licensee Companies 4.1 Ethical Business Relationships
5. Shareholders and Investors 5.1 Accuracy of Company Records
6. Community and Society 6.1 Environmental Concerns
6.2 Communicating with External Audiences
7. Governments
7.1 Compliance with Applicable Laws, Rules and Regulations
8. Reporting Violations of the Code
9. Questions
Code of Ethics
Global Sources is committed to maintaining the highest standard of ethical
conduct. Ethics is about doing the right things, as an individual and as an
employee of Global Sources (Employee).
Global Sources' (the Company's) core values are introduced and reinforced to
Employees through induction briefings, training and employee communications.
Every Employee is expected to conduct himself or herself in line with the Code
of Ethics outlined below.
1. Personal Conduct
1.1 The individual and collective conduct of Global Sources
Employees, in respect of the performance of their duties,
should promote the Company's business interests and
activities.
1.2 Employee honesty and integrity is essential to ethical
business conduct, including the handling of actual or apparent
conflicts of interest between an Employee's personal and
professional relationships.
1.3 It is essential for every Employee to avoid making untrue
representations or statements to anyone inside or outside the
Company.
1.4 Employees are not permitted to engage in any freelance or
other employment of a part time or full time nature, whether
within, or outside working hours, without prior written
consent from the Company.
1.5 Employees may not make or offer to make payments to government
officials or candidates for public office, either directly or
indirectly, in order to obtain or retain an advantage in the
business or other activities of the Company.
1.6 Employees should avoid holding or owning a substantial
interest in a company, which is a competitor, customer or a
supplier, or acts as a consultant to or is employed by a
customer or supplier, unless the Employee has disclosed such
interest to the Company and has obtained the relevant
approval.
2. Protecting the Company's Assets
2.1 Confidential and Proprietary Information
2.1.1 Every Employee is responsible for protecting the
Company's confidential and proprietary information.
The obligation to preserve such information continues
even after employment ends.
2.1.2 Protecting the confidentiality of sensitive
information is a requirement for employment and is
reflected in the Company's standard employment
agreement. While much of the information about our
customers is publicly available once it is published
in print media, on the Internet or on other
electronic media, Employees should be aware that they
may have access to information that should only be
discussed or revealed internally on a need-to-know
basis.
2.2 Insider Information and Securities Trading
2.2.1 Employees at every level may see information that, if
it became public, could affect the price of the
Company's shares or the shares of another publicly
listed company. Exam-
-2-
ples of such information would include new products
or services, facility closings, expansions, or
mergers and acquisitions. Revealing this information
to anyone - even family members - before it is made
public couldsubject the Employee and the Company to
substantial civil and criminal penalties.
2.3 Use of Company's Resources
2.3.1 Every Employee is expected to use good judgment in
the use of Company resources. Company assets and
facilities should be used only for functions related
to the business of Global Sources. Any personal use
of company resources must be authorized and must not
result in significant additional costs, or disruption
of business processes, or other disadvantages to the
Company.
3. Employees
3.1 Fair Employment Practices
3.1.1 Management is committed to carrying out policies
promoting equal employment opportunities for all
Employees.
3.2 Safety and Health Guidelines
3.2.1 The Company is committed to providing a safe and
healthy working environment for its Employees and its
visitors.
3.2.2 Each Employee is expected to report to work free from
the influence of any substance that could prevent him
or her from engaging in work activities safely and
effectively.
3.2.3 Each Employee is expected to know the safety
procedures and regulations for his or her workplace.
3.3 Anti-harassment Guidelines
3.3.1 Offensive behavior, discrimination and sexual
harassment are not acceptable in the workplace, or at
other employment related events or activities. An
Employee who witnesses unacceptable activities or
behavior is expected to report their occurrence to
the appropriate authority in the Company.
4. Subcontractors, Representative Companies, Service Companies and Licensee
Companies
4.1 Ethical Business Relationship
The Company is committed to deal only with subcontractors,
representative companies, service companies and licensee
companies who themselves adhere to acceptable legal
requirements, appropriate business practices and ethical
performance in their business relationships.
5. Shareholders and Investors
5.1 Accuracy of Company Records
The Company is committed to maintaining its books, invoices,
records, accounts, financial statements, funds and assets in
proper condition and to reflect fairly and accurately and in
reasonable detail, the underlying transactions and disposition
of the Company's business. Misrepresenting facts or falsifying
records for any reason is not acceptable.
-3-
6. Community and Society
6.1 Environmental Concerns
6.1.1 The Company is committed to operating its facilities
wherever they are located in compliance with
applicable environmental, health and safety
regulations.
6.2 Communicating with External Audiences
6.2.1 Requests for Company information from the media
should be directed to Corporate Communications to
ensure professional and consistent representation.
Only those individuals designated by the Company may
represent the Company in dealings with the public.
6.2.2 Requests for information from financial analysts
and/or shareholders should be directed to Investor
Relations for an appropriate response.
6.2.3 Every Employee is expected to cooperate with
reasonable requests for information from government
agencies and regulators, and to consult with the
Legal Department before responding to any non-routine
requests. All information provided for such requests
should be responsive and accurate.
7. Governments
7.1 Compliance with Applicable Laws, Rules and Regulations
7.1.1 The Company conducts business globally where laws,
customs, and social requirements may vary. In our
business dealings, the Company is committed to abide
by the laws, customs and norms of the host nations
and communities in which we operate.
8. Reporting Violations of the Code
If any Employee feels that he or she has been unfairly treated or
harassed by co-workers, supervisors in a work situation, or by fellow
employees, or observes or has concerns about violations of this Code,
or unethical or illegal activities, the Employee is encouraged to take
appropriate and consistent action to report the concerns to his or her
Supervisor or the Human Resources Department.
9. Questions
Any Employee who has any questions or requires any guidance regarding
the Code is encouraged to contact his or her Supervisor. If an Employee
is uncomfortable discussing the issue with his or her Supervisor, he or
she may approach the Human Resources Department.
-4-
-2-
Exhibit 8.1
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SUBSIDIARIES OF GLOBAL SOURCES LTD.
Name Jurisdiction of Organization
---- ----------------------------
Global Sources Technologies Ltd. Bermuda
Trade Media Holdings Limited Cayman Islands
ASM Business Services Limited Cayman Islands
AS Mediaconsult Limited Republic of Cyprus
China Media Advertising, Inc. Liberia
E-Commerce International Ltd. Bermuda
Earldom Limited British Virgin Islands
eMedia Asia Ltd. Barbados
Earldom Computer Software (Shenzhen) Co., Ltd. Peoples Republic of China
Equitable Accounting Services Limited Hong Kong SAR
Event Marketing Services Limited Hong Kong SAR
Export Media Ltd. British Virgin Islands
Fertile Valley Pte Ltd. Singapore
Floro Company Limited Hong Kong SAR
Fortune Valley Ltd. Mauritius
Global Capital Group Holdings Limited British Virgin Islands
Global Sources Auctions Ltd. Cayman Islands
Global Sources Auctions Limited Hong Kong SAR
Global Sources Research Foundation Limited British Virgin Islands
Hillcrest Services Limited British Virgin Islands
Japan Publishing Limited Japan
Lazenby Services Limited British Virgin Islands
Global Sources USA, Inc. USA - Delaware
Name Jurisdiction of Organization
---- ----------------------------
Media Data Systems Pte Ltd. Singapore
Media Productions Ltd. Cayman Islands
Pine Grove B.V. Netherlands
Publishers Representatives Limited Hong Kong SAR
Steady Access Resources Limited British Virgin Islands
Steady Information Consultant (Shenzhen) Co., Ltd Peoples Republic of China
Targeted Marketing Promotions Corp. Liberia
Trade Mag Europe S.A. Belgium
Trade Management Software Limited Cayman Islands
Trade Management Software (HK) Limited Hong Kong SAR
Trade Magazine Productions Limited Hong Kong SAR
Trade Media Limited Cayman Islands
Trade Point Hong Kong Limited Hong Kong SAR
World Executive's Digest Limited Cayman Islands
-2-
Exhibit 12.4
------------
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
U.S.C. ss.1350(a) and (b)), the undersigned hereby certifies in his capacity as
an officer of Global Sources Ltd. (the "Company") that the Annual Report of the
Company on Form 20-F for the year ended December 31, 2002 fully complies with
the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of
1934, as amended, and that the information contained in such Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company at the end of and for the periods covered by such
Report.
Dated: May 5, 2003
/s/ MERLE A. HINRICHS
----------------------------------------------
Merle A. Hinrichs
Director, Chairman and Chief Executive Officer
The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.1350(a) and (b)),
is not a part of the Form 20-F to which it refers and is, to the extent
permitted by law, provided by the above signatory to the extent of his
knowledge.
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN
PROVIDED TO GLOBAL SOURCES LTD. AND WILL BE RETAINED BY GLOBAL SOURCES AND
FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.
Exhibit 12.5
------------
Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
U.S.C. ss.1350(a) and (b)), the undersigned hereby certifies in his capacity as
an officer of Global Sources Ltd. (the "Company") that the Annual Report of the
Company on Form 20-F for the year ended December 31, 2002 fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, and that the information contained in such Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company at the end of and for the periods covered by such
Report.
Dated: May 5, 2003
/s/ EDDIE HENG
------------------------------------
Eddie Heng
Director and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.1350(a) and (b)),
is not a part of the Form 20-F to which it refers and is, to the extent
permitted by law, provided by the above signatory to the extent of his
knowledge.
A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN
PROVIDED TO GLOBAL SOURCES LTD. AND WILL BE RETAINED BY GLOBAL SOURCES AND
FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.
EXHIBIT 12.6
[Letterhead of Ernst & Young]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-104426 and 333-59058) pertaining to Global Sources Equity
Compensation Plans Numbers, I, II, III, IV, V, VI and VII of our report dated
March 28, 2003, with respect to the consolidated financial statements of Global
Sources Ltd. and its subsidiaries for the year ended December 31, 2002 included
in Annual Report (Form 20-F).
/s/ ERNST & YOUNG
Singapore
May 5, 2003