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Analysts employed by non-US affiliates are not required to take the NASD/NYSE analyst exam. Shanda (IL): Recent absence of hits hurts a partially hit-driven business ******************************************************************************** * After sustaining its popularity for longer than we expected, age is now * * catching up with Shanda's original Mir 2 title, and we estimate that Mir * * 2's revenue declined ~20% qoq in 3Q2005. Meanwhile Shanda is also incurring * * higher staff, marketing, and product development costs. We are reducing our * * 3Q2005 fully diluted EPADS estimate by 13% to $0.36; FY2005 by 15% to $1.48; * * and FY2006 by 16% to $1.69. We believe the current $27 stock price largely * * discounts this scenario given ex-Sina stake it is at $23, and given we * * forecast Shanda earning ~$0.32 per quarter or ~$1.30 per annum (i.e., a 18X * * multiple) even at the trough of its product cycle. We cut our 12 month * * target price by 8% to $33, based on 20X 2006 EPADS (now not diluted for * * convertible bond). Risks include failure to popularize new titles. * ******************************************************************************** James Mitchell, CFA (Hong Kong) +852-2978-1450 Goldman Sachs (Asia) L.L.C. Kit Low (Hong Kong) +852-2978-0856 Goldman Sachs (Asia) L.L.C. Ada Ho (Hong Kong) +852-2978-1261 Goldman Sachs (Asia) L.L.C. ============================ NOTE October 5, 2005 ============================ Company: Shanda Interactive Entertainment Ticker: SNDA Price: US$27.72 52-week range: US$45.40 - 24.35 Stock rating: In-Line Price Target: US$33.00 Coverage view: Neutral Net EPS EV/ Dividend FYE Income EPS Growth P/E EBITDA Yield US$ mn US$ % X X % 12/03A 27.9 0.60 78.4 46.4 70.0 -- 12/04A New 63.5 1.04 74.0 26.7 28.8 1.0 12/04A Old 71.2 1.02 -- -- -- -- 12/05E New 109.6 1.54 48.3 18.0 17.2 -- 12/05E Old 127.7 1.82 -- -- -- -- 12/06E New 127.1 1.78 15.2 15.6 15.5 2.7 12/06E Old 148.9 2.13 -- -- -- -- 12/07E New 151.9 2.16 21.7 12.8 12.2 4.1 12/07E Old 189.1 2.70 -- -- -- -- Price performance (%) 1M 3M 12M Absolute (14.9) (24.8) 3.0 From: "gs-research@gs.com" <gs-research@gs.com> Subject: Shanda (IL): Recent absence of hits hurts a partially hit-driven business Date: October 5, 2005 6:19:18 AM CST To: undisclosed-recipients:; Rel to MSCI China (18.0) (37.9) (19.7) ================================================================================ * Mir 2 decline delayed, but now arrives with a vengeance. In our first report on Shanda in July 2004 we forecast that Mir 2 would decline from 4Q2004. In fact Mir 2 grew through 2Q2005, boosted by an update pack in March. However the upgrade pack, like The Picture of Dorian Gray, delayed the appearance of Mir 2's decline without stopping the underlying reality. We estimate that Mir 2 tracked down ~20% qoq in 3Q2005 and model double digit sequential declines henceforward. Mir 2 accounted for ~40% of Shanda's revenue in 2Q2005. * Other games still growing, except for BNB. We believe that Shanda's other games, notably World of Legends, Maple Story, and Magical Land, continue to grow through 2H2005. We model BNB as sequentially down mid single digits due to age and to competition from Tencent's similar QQ Tang. We thus model total game revenue as down 7% qoq in 3Q2005, and down a further 3% ex- Ragnarok Online in 4Q2005. * Cost pressures from staff, marketing, home entertainment station. Shanda increased salaries for selected staff in August, which we attribute to industry-wide cost pressures. Shanda has also boosted its marketing spending, due to World of Warcraft and to the summer vacation period. Finally we believe Shanda is incurring material, albeit modest, costs from its home entertainment station product. We therefore model Shanda's EBIT margin as down from 45% to 39% qoq. Globally computer game publishers attain EBIT margins of ~30%. * Stock price unlikely to move higher until early 2006. Possible catalysts include: (1) Dungeons and Dragons Online commencing open beta testing in the US in early 2006; Shanda has distribution rights in China. (2) Ragnarok Online 2 commencing open beta testing in Korea in mid 2006; Shanda has distribution rights in China. (3) Affiliate Actoz releasing the first of three 3D games in its pipeline in Korea in early 2006. ================================================================================ We attribute Shanda's transition challenges to industry-wide phenomena Generically, we view the online computer game industry as hit-driven rather than winner-takes-all; although individual online games exhibit network effects (more players attract more players), computer games have finite lives and success with one title does not guarantee success with another. Specifically, we believe that the Chinese online game companies have driven growth more through geographic expansion (into second tier cities) than product breadth expansion (away from fantasy-based and time-oriented products). Over 4Q2004-2Q2005, Shanda was able to mask the effects of Mir 2 aging through pushing the game into smaller cities, through upgrade packs that stimulated prior users to temporarily return, and through booking revenue from prepaid cards that were sold earlier; these stimuli have now run their course. We believe most other 2D titles in China are following or will soon follow a similar pattern. The conservative accounting practice of booking revenues when prepaid cards are used rather than when they are sold initially inflates margins for declining titles, since prepaid cards that go unused generate revenue without expenses for game publishers. Fantasy games rushing toward saturation We estimate that fantasy games have achieved 7% penetration of the urban population in China, versus saturation at ~10% of the urban population in Korea and Taiwan. We believe that the computer game industry as a whole in Asia ex-Japan needs to tilt away from fantasy games toward real-world (driving / shooting / sports) games, and away from time-based games toward skill-based games, to sustain growth beyond 10% penetration. Shanda has made a start on this process through its casual games, which accounted for 19% of its 2Q2005 revenues, but unfortunately Mir 2 was larger. Market share shifting to 3D games WoW and Yulgang We believe that players of 2D games such as Mir 2 are moving to 3D games such as The9's World of Warcraft and Chinadotcom's Yulgang. From May through September, we estimate that Mir 2 lost ~100,000 average users; Netease's Fantasy Westward Journey attracted ~80,000; Yulgang attracted ~120,000; and World of Warcraft attracted ~250,000. Shanda's loss is therefore The9's and Chinadotcom's gain. We believe Netease is ~6 months behind Shanda in terms of completing expansion into second tier cities and relying on 2D games. Given the widely held views that Chinese players favor domestic games, that Chinese players are happy with 2D games, and that Chinese players are not price sensitive, it is interesting to note that the two hit titles of 2005 are foreign 3D games, and that one of them (Yulgang) is free-to-play. Home entertainment station downside smaller than previously thought We estimate the all-in cost of the hybrid PC - console - TV decoder is ~$350, so if Shanda sells it at cost we view it as affordable in a market where 350 mn people have purchased a (usually non-subsidized) mobile phone. The product appears user friendly, and solves several problems at once - as well as a tool for surfing the internet and for playing games, it also acts as a digital video recorder in a country with essentially no digital or analog video recorders. We estimate the total investment cost to Shanda at ~$25 mn, so Shanda's balance sheet ($155 mn cash) can tolerate a worst case scenario. Segmenting game development geographically Shanda is allocating most of its China studios to casual game development, one China studio to massively multiplayer game development, and its Korean studios (via Actoz) to massively multiplayer game development. We view this geographic segmentation as rational given there are numerous examples of successfully exporting Korean massively multiplayer games, but none of successfully exporting Chinese games, and given Shanda has a pipeline of licensed massively multiplayer games. However we are concerned that Shanda, Actoz, and Wemade have not so far announced plans for 3D versions of Mir 2 or World of Legends. Forecast adjustments - bigger impact on EBIT than diluted EPS * We model Mir 2 revenue declining at ~20% qoq in 3Q2005 rather than our prior 10%, due to a 'catch-down' after unusually high revenue in 2Q2005. As before, we forecast Mir 2 revenue dropping at ~10% qoq thereafter, and ceasing during 2007. * We delay Ragnarok Online 1 revenue from 3Q2005 to 4Q2005; Shanda started operating Ragnarok Online 1 in September, but many players used prepaid cards sold by the earlier distributor. * We increase forecast marketing, product development, and G&A costs from 3Q2005 onward. * We include very modest forex gains of Rmb0-10 mn per quarter because Shanda has a net short position in the US dollar through its convertible bond, which benefits from renminbi revaluation. The net forex gain may be larger than we model if Shanda can take its forex loss on its Sina position through its balance sheet instead of its profit statement. * We assume a 18% tax rate in 3Q2005 (flat qoq), 4% in 4Q2005 (government rebate), and 10% in 2006. * We now treat Shanda's convertible bond (strike $40) as debt (lower net cash) rather than equity (higher ADS count) for valuation and ADS count purposes. We also dilute only for in-the-money options, but assume that Shanda issues more options henceforward. This brings our diluted ADS count into line with Shanda's. The net impact is to reduce our 3Q2005 EBIT by 26%, 4Q2005 EBIT by 30%, and 2006 EBIT by 22%. The reductions to our diluted EPS forecasts are smaller due to the forex gains and ADS count adjustment. Stripping out forex gains and assuming a normalized effective tax rate of 10% (net of rebates), our recurring EPADS for Shanda bottoms at an annualized $1.30 in 3Q2005 and climbs from 1Q2006. Valuation Shanda owns 9.5 mn shares of Sina, worth $4 per Shanda ADS. Shanda is trading at 18X our 2005 and 16X our 2006 forecast fully diluted EPS; at 20X 2005 and 17X 2006 free cash flow; and at 7X 2005 book value versus our forecast 2005 ROE of 37%. Our DCF value using a 13% discount rate and 14X free cash exit multiple is $31 per share. Conceptually we believe that hit-driven businesses like Shanda, Netease, and NCsoft should trade at trough multiples when hits inflate earnings and peak multiples when development costs reduce earnings, which is why we became less positive on Shanda in August 2004 - because of, not despite, rising margins. We now view Shanda's enterprise value of $1.9 bn as inexpensive given it controls ~500 programmers directly and a further ~300 via Actoz; given its prepaid card and internet café distribution networks; and given its portfolio of both massively multiplayer and casual games. If new games are successful, we believe that Shanda's stock price may recover from early 2006 because it is trading (ex-Sina) at ~18X 3Q2005 annualized trough earnings and because its game portfolio is broadening away from two 2D fantasy titles toward numerous casual and 3D titles. Still likely to watch and wait on Sina We believe that Shanda has no pressing need to use the cash invested in Sina stock, and is therefore likely to sit on its stake for at least the next 6 months since management views Sina stock as inexpensive. I, James Mitchell, hereby certify that all of the views expressed in this report accurately reflect my personal views about the subject company or companies and its or their securities. I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this report. For exhibits, see the PDF version on portal.gs.com or contact your Goldman Sachs sales representative. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- APPENDIX 1: DISCLOSURES Coverage group(s) of stocks by primary analyst(s) James Mitchell, CFA: Asia Pacific Media. Asia Pacific Media: 51job, Inc., ABS-CBN, Asia Satellite Telecommunications, Asia Satellite Telecommunications (ADS), Astro All Asia Networks, BEC World, Beijing Media, Cheil Communications, Clear Media, Focus Media, i-CABLE Communications, i-CABLE Communications (ADR), Kangwon Land, Netease, Phoenix Satellite Television, PT Surya Citra Media, SCMP Group, Shanda Interactive Entertainment, SINA Corporation, Singapore Press Holdings, Sohu.com, Star Cruises, Star Cruises, Television Broadcasts, Tencent Holdings, United Broadcasting, Zee Telefilms. Company-specific regulatory disclosures The following disclosures relate to relationships between The Goldman Sachs Group, Inc. (with its affiliates, "Goldman Sachs") and companies covered by the Global Investment Research Division of Goldman Sachs and referred to in this research. Goldman Sachs has received compensation for investment banking services in the past 12 months: Shanda Interactive Entertainment ($27.72) Goldman Sachs expects to receive or intends to seek compensation for investment banking services in the next 3 months: Shanda Interactive Entertainment ($27.72) Goldman Sachs has received compensation for non-investment banking services in the past 12 months: Shanda Interactive Entertainment ($27.72) Goldman Sachs had an investment banking services client relationship during the past 12 months with: Shanda Interactive Entertainment ($27.72) Goldman Sachs had a non-investment banking securities-related services client relationship during the past 12 months with: Shanda Interactive Entertainment ($27.72) Goldman Sachs has managed or co-managed a public offering in the past 12 months: Shanda Interactive Entertainment ($27.72) Goldman Sachs makes a market in the securities: Shanda Interactive Entertainment ($27.72) Goldman Sachs is a specialist in the relevant securities and will at any given time have an inventory position, "long" or "short," and may be on the opposite side of orders executed on the relevant exchange: Shanda Interactive Entertainment ($27.72) Distribution of ratings/investment banking relationships Goldman Sachs Investment Research global coverage universe Rating Distribution Investment Banking Relationships OP/Buy IL/Hold U/Sell OP/Buy IL/Hold U/Sell Global 25% 59% 16% 65% 58% 52% As of July 1, 2005, Goldman Sachs Global Investment Research had investment ratings on 1,775 equity securities. Goldman Sachs uses three ratings relative to each analyst's coverage universe - Outperform, In-Line, and Underperform. See "Ratings, Coverage Views and related definitions" below. NASD/NYSE rules require a member to disclose the percentage of its rated securities to which the member would assign a buy, hold, or sell rating if such a system were used. Although relative ratings do not correlate to buy, hold, and sell ratings across all rated securities, for purposes of the NASD/NYSE rules, Goldman Sachs has determined the indicated percentages by assigning buy ratings to securities rated Outperform, hold ratings to securities rated In- Line, and sell ratings to securities rated Underperform, without regard to the coverage views of analysts. Price target and rating history chart(s) SNDA was not covered on 09/30/2002 New Rating/ Date Target Price Close 08/10/2005 $36.00 $37.50 05/17/2005 $39.00 $33.46 04/08/2005 $35.00 $30.38 02/04/2005 $33.00 $34.62 01/23/2005 $31.00 $31.05 11/25/2004 $29.00 $39.88 08/27/2004 IL $21.68 08/10/2004 $23.00 $18.72 06/22/2004 $20.00 $15.80 06/22/2004 OP $15.80 as of 09/30/2005 The price targets shown should be considered in the context of all prior published Goldman Sachs research, which may or may not have included price targets, as well as developments relating to the company, its industry and financial markets. 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