0001104659-17-066830.txt : 20171108 0001104659-17-066830.hdr.sgml : 20171108 20171108084648 ACCESSION NUMBER: 0001104659-17-066830 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171108 DATE AS OF CHANGE: 20171108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINA CORP CENTRAL INDEX KEY: 0001094005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 522236363 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37361 FILM NUMBER: 171185226 BUSINESS ADDRESS: STREET 1: NO. 8 SINA PLAZA, COURTYARD 10, THE WEST STREET 2: XIBEIWANG E. ROAD, HAIDIAN DISTRICT CITY: BEIJING 100193 STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 10 8262 8888 MAIL ADDRESS: STREET 1: NO. 8 SINA PLAZA, COURTYARD 10, THE WEST STREET 2: XIBEIWANG E. ROAD, HAIDIAN DISTRICT CITY: BEIJING 100193 STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SINA COM DATE OF NAME CHANGE: 19990827 6-K 1 a17-26151_16k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 


 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2017

 

Commission File Number: 001-37361

 


 

SINA Corporation

(Registrant’s Name)

 


 

SINA Plaza, No. 8 Courtyard 10

the West Xibeiwang E. Road

Haidian District, Beijing 100193

People’s Republic of China

(Address of Principal Executive Offices)

 


 

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

 

Form 20-F x       Form 40-F o

 

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

 

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

 

 

 



 

SIGNATURES

 

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

 

 

SINA CORPORATION

 

 

 

 

 

 

Date: November 8, 2017

By:

/s/ Bonnie Yi Zhang

 

 

Bonnie Yi Zhang

 

 

Chief Financial Officer

 

2



 

Attached hereto as Exhibit 99.1 and Exhibit 99.2 are press releases issued by SINA Corporation (the “Company”) regarding Results of Operations for the Third Quarter Ended September 30, 2017, issued by the Company on November 7, 2017, and Final Results for the 2017 Annual General Meeting and New Initiatives to Enhance Board and Shareholding Structure.

 

Exhibits

 

Exhibit 99.1 — Press Release regarding Results of Operations and Financial Condition for the Third Quarter Ended September 30, 2017, issued by SINA Corporation on November 7, 2017

 

Exhibit 99.2 — Final Results for the 2017 Annual General Meeting and New Initiatives to Enhance Board and Shareholding Structure

 

3


EX-99.1 2 a17-26151_1ex99d1.htm EX-99.1

Exhibit 99.1

 

SINA Reports Third Quarter 2017 Financial Results

 

BEIJING, China—November 7, 2017—SINA Corporation (the “Company” or “SINA”) (NASDAQ: SINA), a leading online media company serving China and the global Chinese communities, today announced its unaudited financial results for the third quarter ended September 30, 2017.

 

Third Quarter 2017 Highlights

 

·          Net revenues increased 61% year over year to $443.1 million. Non-GAAP net revenues increased 62% year over year to $440.5 million.

·          Advertising revenues increased 56% year over year to $364.0 million.

·          Non-advertising revenues increased 92% year over year to $79.2 million. Non-GAAP non-advertising revenues increased 98% year over year to $76.6 million.

·          Income from operations increased 231% year over year to $120.3 million. Non-GAAP income from operations increased 157% year over year to $145.0 million. Non-GAAP operating margin was 33%, up from 21% for the same period last year.

·          Net income attributable to SINA was $49.3 million, or $0.66 diluted net income per share attributable to SINA. Non-GAAP net income attributable to SINA was $57.7 million, or $0.77 non-GAAP diluted net income per share attributable to SINA.

·          Weibo’s monthly active users (“MAUs”) had a net addition of approximately 79 million users year over year and reached 376 million in September 2017. Weibo’s mobile MAUs represented 92% of Weibo’s MAUs.

·          Weibo’s average daily active users (“DAUs”) had a net addition of approximately 33 million users year over year and reached 165 million in September 2017.

 

“We are very pleased to deliver another strong quarter of financial results with record revenues and operating profit.” said Charles Chao, Chairman and CEO of SINA. “Weibo continued its strong momentum with substantial user base expansion and improved user engagement. Leveraging platform effect, Weibo has achieved further operating leverage and a record high level of net income.” said Mr. Chao. “Portal advertising resumed in the growth trajectory this quarter as we continue to ramp up mobile traffic of SINA media properties and improve mobile monetization. We are also pleased to see the encouraging progresses we have made in the online finance business.” Mr. Chao concluded.

 

Third Quarter 2017 Financial Results

 

For the third quarter of 2017, SINA reported net revenues of $443.1 million, an increase of 61% compared to $274.9 million for the same period last year. Non-GAAP net revenues for the third quarter of 2017 totaled $440.5 million, an increase of 62% compared to $272.3 million for the same period last year.

 

Online advertising revenues for the third quarter of 2017 were $364.0 million, an increase of 56% compared to $233.6 million for the same period last year. The year-over-year growth in online advertising revenues was mainly resulted from an increase of $120.1 million, or 77% growth in Weibo advertising and marketing revenues and a modest increase of portal advertising revenues in the third quarter.

 



 

Non-advertising revenues for the third quarter of 2017 were $79.2 million, an increase of 92% compared to $41.2 million for the same period last year. Non-GAAP non-advertising revenues for the third quarter of 2017 were $76.6 million, an increase of 98% compared to $38.6 million for the same period last year. The year-over-year growth in non-advertising revenues was driven by the new revenue stream derived from SINA online finance business, increased Weibo membership fees and revenue share from live broadcasting business.

 

Gross margin for the third quarter of 2017 was 76%, compared to 67% for the same period last year. Advertising gross margin for the third quarter of 2017 was 76%, compared to 70% for the same period last year. The increase in advertising gross margin was primarily due to stronger advertising demand from Weibo advertisers and the further operating leverage of Weibo business. Non-advertising gross margin for the third quarter of 2017 was 71%, compared to 54% for the same period last year. The increase in non-advertising margin was the result of higher revenue contribution from businesses with better margin profile compared with the same period last year, such as Weibo’s membership services and SINA’s online finance business.

 

Operating expenses for the third quarter of 2017 totaled $214.3 million, compared to $148.2 million for the same period last year. The increase in operating expenses was primarily attributable to an increase in sales and marketing expenses for user acquisition for both Weibo and SINA News APPs. Non-GAAP operating expenses for the third quarter of 2017 totaled $189.7 million, compared to $127.9 million for the same period last year.

 

Income from operations for the third quarter of 2017 was $120.3 million, an increase of 231% compared to $36.3 million for the same period last year. Operating margin was 27%, up from 13% for the same period last year. The increase in operating margin was a result of further operating leverage of Weibo business and step-up of margin profile from non-Weibo business. Non-GAAP income from operations for the third quarter of 2017 was $145.0 million, an increase of 157% compared to $56.5 million for the same period last year. Non-GAAP operating margin was 33%, up from 21% for the same period last year.

 

Non-operating income for the third quarter of 2017 was $11.1 million, compared to a non-operating income of $143.1 million for the same period last year. Non-operating income for the third quarter of 2017 mainly included: (i) a $10.2 million net gain on sale of and impairment on investments, net, which is excluded under our non-GAAP measure; (ii) a $11.1 million loss pick-up from equity-method investments, which is accounted for under the equity-method and reported one quarter in arrears, mainly resulting from the loss pick-up from the Company’s investment in Leju; and (iii) a $12.0 million net interest and other income. Non-operating income for the third quarter of 2016 included: (i) a $133.5 million net gain on sale of and impairment on investments, which is excluded under our non-GAAP measure; and (ii) a $5.5 million earnings pick-up from equity-method investments, which are accounted for under the equity-method and reported one quarter in arrears, mainly resulted from earnings pick-up from the Company’s investment in E-House.

 



 

Income tax expenses for the third quarter of 2017 were $24.6 million, compared to $19.1 million for the same period last year. The increase was primarily due to higher profitability and the change in tax status of the Weibo’s PRC subsidiary in 2017 from being fully tax exempted to being subject to a reduced enterprise income tax rate of 12.5%.

 

Net income attributable to SINA for the third quarter of 2017 was $49.3 million, compared to $146.5 million for the same period last year. Diluted net income per share attributable to SINA for the third quarter of 2017 was $0.66, compared to $1.90 for the same period last year. Non-GAAP net income attributable to SINA for the third quarter of 2017 was $57.7 million, compared to $43.7 million for the same period last year. Non-GAAP diluted net income per share attributable to SINA for the third quarter of 2017 was $0.77, compared to $0.56 for the same period last year.

 

As of September 30, 2017, SINA’s cash, cash equivalents and short-term investments totaled $2.2 billion, compared to $1.8 billion as of December 31, 2016. For the third quarter of 2017, net cash provided by operating activities was $188.1 million, capital expenditures totaled $7.3 million, and depreciation and amortization expenses amounted to $8.7 million.

 

Weibo Completed Offering of US$900 Million Convertible Senior Notes

 

On October 30, 2017, Weibo completed the offering of $900 million in aggregate principal amount of convertible senior notes due 2022, including a fully-exercised over-allotment option of $100 million principal amount of notes that Weibo granted to the initial purchasers (the “Notes”). The Notes will bear annual interest at a rate of 1.25% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning on May 15, 2018. The Notes will be convertible into Weibo’s American Depositary Shares (“ADS”) based on an initial conversion price of approximately US$133.27 per ADS, which represents an approximately 47.5% conversion premium over the closing trading price of Weibo’s ADSs on October 25, 2017. The Notes will mature on November 15, 2022, unless previously repurchased, redeemed or converted in accordance with their terms prior to such date.

 

Non-GAAP Measures

 

This release contains the following non-GAAP financial measures: non-GAAP net revenues, non-GAAP non-advertising revenues, non-GAAP advertising and non-advertising gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP net income (loss) attributable to SINA and non-GAAP diluted net income (loss) per share attributable to SINA. These non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of the Company’s financial performance prepared in accordance with U.S. GAAP. The Company’s non-GAAP financial measures may be defined differently than similar terms used by other companies. Accordingly, care should be exercised in understanding how the Company defines its non-GAAP financial measures.

 



 

The Company’s non-GAAP financial measures exclude recognition of deferred revenues related to the license granted to Leju, stock-based compensation, amortization of intangible assets, adjustment for non-GAAP to GAAP reconciling items on the share of equity method investments, gain(loss) on sale of investment/business, deemed disposal and impairment on investment, income tax effects of above non-GAAP to GAAP reconciling items and adjustment for non-GAAP to GAAP reconciling items for the income (loss) attributable to non-controlling interests and amortization of convertible debt issuance cost. The Company’s management uses these non-GAAP financial measures in their financial and operating decision-making, because management believes these measures reflect the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. The Company believes that these non-GAAP financial measures provide useful information to investors and others in the following ways: (i) in comparing the Company’s current financial results with the Company’s past financial results in a consistent manner, and (ii) in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items (i) that are not expected to result in future cash payments or (ii) that are non-recurring in nature or may not be indicative of the Company’s core operating results and business outlook.

 

Use of non-GAAP financial measures has limitations. The Company’s non-GAAP financial measures do not include all income and expense items that affect the Company’s operations.  They may not be comparable to non-GAAP financial measures used by other companies. Management compensates for these limitations by also considering the Company’s financial results prepared in accordance with U.S. GAAP. Reconciliations of the Company’s non-GAAP measures to the nearest comparable GAAP measures are set forth in the section below titled “Unaudited Reconciliation of Non-GAAP to GAAP Results.”

 

Conference Call

 

SINA will host a conference call from 7:10 a.m. — 8:00 a.m. Eastern Time on November 7, 2017 (or 8:10 p.m. — 9:00 p.m. Beijing Time on November 7, 2017) to present an overview of the Company’s financial performance and business operations. A live webcast of the call will be available through the Company’s corporate website at http://corp.sina.com.cn. The conference call can be accessed as follows:

 

US:

+1 845 675 0438

Hong Kong:

+852 3018 6776

China:

400 120 0654

International:

+65 6713 5440

Passcode for all regions:

4292828

 



 

A replay of the conference call will be available through morning Eastern Time November 15, 2017. The dial-in number is +61 2 9003 4211. The passcode for the replay is 4292828.

 

About SINA

 

We are a leading online media company serving China and the global Chinese communities. Our digital media network of SINA.com (portal), SINA.cn (mobile portal), SINA Mobile Apps and Weibo.com (social media) enables Internet users to access professional media and user generated content in multi-media formats from personal computers and mobile devices and share their interests with friends and acquaintances.

 

SINA.com offers distinct and targeted professional content on each of its region-specific websites and a full range of complementary offerings. SINA.cn and SINA Mobile Apps provide news information, professional and entertainment content from SINA.com customized for mobile users in WAP (mobile browser) and mobile application format. Weibo is a leading social media platform for people to create, distribute and discover Chinese-language content. Based on an open platform architecture, Weibo allows users to create and post feeds and attach multi-media content, as well as access a wide range of organically and third-party developed applications, such as online games.

 

Through these properties and other product lines, we offer an array of online media and social media services to our users to create a rich canvas for businesses and advertisers to effectively connect and engage with their targeted audiences.

 



 

Safe Harbor Statement

 

This press release contains forward-looking statements that relate to, among other things, SINA’s expected financial performance and SINA’s strategic and operational plans (as described, without limitation, in quotations from management in this press release). SINA may also make forward-looking statements in the Company’s periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “confidence,” “estimates” and similar statements. SINA assumes no obligation to update the forward-looking statements in this press release and elsewhere. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to failure to meet internal or external expectations of future performance given the rapidly evolving markets; condition of the global financial and credit market; the uncertain regulatory landscape in China; fluctuations in the Company’s quarterly operating results; the Company’s reliance on online advertising sales and value-added services for a majority of its revenues; failure to successfully develop, introduce, drive adoption of or monetize new features and products, including portal, Weibo and MVAS products; failure to enter and develop the small and medium enterprise market by the Company or through cooperation with other parties, such as Alibaba; failure to successfully integrate acquired businesses; risks associated with the Company’s investments, including equity pick-up and impairment; and failure to compete successfully against new entrants and established industry competitors. Further information regarding these and other risks is included in SINA’s annual report on Form 20-F for the year ended December 31, 2016 and other filings with the Securities and Exchange Commission.

 

Contact:

Investor Relations

SINA Corporation

Phone: +86 10 5898 3336

Email: ir@staff.sina.com.cn

 



 

SINA CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. Dollars in thousands, except per share data)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2017

 

2016

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

363,958

 

$

233,633

 

$

295,153

 

$

887,110

 

$

601,631

 

Non-advertising

 

79,191

 

41,242

 

63,779

 

193,036

 

115,881

 

 

 

443,149

 

274,875

 

358,932

 

1,080,146

 

717,512

 

Cost of revenues *:

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

85,757

 

71,194

 

72,211

 

225,636

 

212,466

 

Non-advertising

 

22,814

 

19,133

 

20,113

 

61,831

 

47,672

 

 

 

108,571

 

90,327

 

92,324

 

287,467

 

260,138

 

Gross profit

 

334,578

 

184,548

 

266,608

 

792,679

 

457,374

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing *

 

114,345

 

64,176

 

83,408

 

265,836

 

172,773

 

Product development *

 

70,509

 

55,674

 

63,486

 

188,415

 

161,690

 

General and administrative *

 

29,443

 

28,366

 

25,036

 

78,502

 

74,308

 

 

 

214,297

 

148,216

 

171,930

 

532,753

 

408,771

 

Income from operations

 

120,281

 

36,332

 

94,678

 

259,926

 

48,603

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

Earning (Loss) from equity method investments, net

 

(11,105

)

5,534

 

(5,265

)

(13,227

)

(11,220

)

Gain on sale of investments/business and impairment on investments, net

 

10,209

 

133,505

 

(16,315

)

9,777

 

196,657

 

Fair value change in option liability

 

 

(2,653

)

 

 

(2,653

)

Interest and other income, net

 

11,994

 

6,703

 

8,225

 

31,452

 

19,619

 

 

 

11,098

 

143,089

 

(13,355

)

28,002

 

202,403

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

131,379

 

179,421

 

81,323

 

287,928

 

251,006

 

Income tax expense

 

(24,555

)

(19,050

)

(19,135

)

(57,516

)

(21,781

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

106,824

 

160,371

 

62,188

 

230,412

 

229,225

 

Less: Net income attributable to non-controlling interests

 

57,533

 

13,853

 

38,798

 

119,207

 

24,060

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to SINA

 

$

49,291

 

$

146,518

 

$

23,390

 

$

111,205

 

$

205,165

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share attributable to SINA

 

$

0.69

 

$

2.08

 

$

0.33

 

$

1.56

 

$

2.93

 

Diluted net income per share attributable to SINA **

 

$

0.66

 

$

1.90

 

$

0.31

 

$

1.48

 

$

2.74

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic net income per share attributable to SINA

 

71,468

 

70,420

 

71,197

 

71,208

 

70,108

 

Shares used in computing diluted net income per share attributable to SINA

 

74,213

 

78,303

 

73,890

 

73,924

 

77,486

 

 


* Stock-based compensation in each category:

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

2,776

 

$

2,380

 

$

2,106

 

$

7,112

 

$

5,721

 

Sales and marketing

 

5,568

 

4,791

 

5,269

 

15,420

 

10,937

 

Product development

 

9,073

 

7,261

 

6,668

 

22,731

 

15,775

 

General and administrative

 

8,410

 

7,853

 

8,143

 

23,940

 

21,929

 

 

** Net income attributable to SINA is adjusted for diluted shares issued by our subsidiary and equity method investments.

 



 

SINA CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. Dollars in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,093,900

 

$

1,407,625

 

Short-term investments

 

1,138,236

 

389,440

 

Restricted cash

 

382,238

 

241,306

 

Accounts receivable, net

 

279,062

 

210,328

 

Prepaid expenses and other current assets

 

313,934

 

407,373

 

Subtotal

 

3,207,370

 

2,656,072

 

 

 

 

 

 

 

Property and equipment, net

 

253,414

 

241,680

 

Goodwill and intangible assets, net

 

101,807

 

12,108

 

Long-term investments

 

1,235,134

 

1,318,207

 

Other assets

 

55,547

 

56,807

 

Total assets

 

$

4,853,272

 

$

4,284,874

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

153,112

 

$

108,381

 

Amount due to customers

 

382,238

 

241,306

 

Accrued expenses and other current liabilities

 

415,566

 

452,751

 

Short-term bank loan

 

28,634

 

33,152

 

Deferred revenues

 

134,872

 

95,566

 

Income taxes payable

 

81,138

 

40,127

 

Subtotal

 

1,195,560

 

971,283

 

 

 

 

 

 

 

Convertible debt

 

153,092

 

153,092

 

Long-term deferred revenues

 

57,076

 

65,188

 

Other long-term liabilities

 

8,384

 

4,332

 

Total liabilities

 

1,414,112

 

1,193,895

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

SINA shareholders’ equity

 

2,793,189

 

2,679,590

 

Non-controlling interests

 

645,971

 

411,389

 

Total shareholders’ equity

 

3,439,160

 

3,090,979

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

4,853,272

 

$

4,284,874

 

 



 

SINA CORPORATION

UNAUDITED ADDITIONAL INFORMATION

(U.S. Dollars in thousands)

 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2017

 

2016

 

2017

 

2017

 

2016

 

Net revenues

 

 

 

 

 

 

 

 

 

 

 

Portal:

 

 

 

 

 

 

 

 

 

 

 

Portal Advertising

 

$

87,432

 

$

79,855

 

$

77,931

 

$

225,154

 

$

222,270

 

Other

 

39,785

 

21,058

 

28,746

 

88,693

 

55,941

 

Subtotal

 

127,217

 

100,913

 

106,677

 

313,847

 

278,211

 

 

 

 

 

 

 

 

 

 

 

 

 

Weibo:

 

 

 

 

 

 

 

 

 

 

 

Advertising and marketing

 

276,803

 

156,693

 

218,340

 

664,440

 

383,112

 

Weibo non-advertising

 

43,232

 

20,184

 

35,033

 

108,169

 

59,940

 

Subtotal

 

320,035

 

176,877

 

253,373

 

772,609

 

443,052

 

 

 

 

 

 

 

 

 

 

 

 

 

Elimination

 

(4,103

)

(2,915

)

(1,118

)

(6,310

)

(3,751

)

 

 

$

443,149

 

$

274,875

 

$

358,932

 

$

1,080,146

 

$

717,512

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

Portal:

 

 

 

 

 

 

 

 

 

 

 

Portal Advertising

 

$

30,502

 

$

32,540

 

$

27,647

 

$

85,631

 

$

104,881

 

Other

 

19,483

 

13,458

 

14,368

 

46,553

 

33,691

 

Subtotal

 

49,985

 

45,998

 

42,015

 

132,184

 

138,572

 

 

 

 

 

 

 

 

 

 

 

 

 

Weibo

 

62,428

 

44,494

 

50,372

 

159,250

 

121,777

 

 

 

 

 

 

 

 

 

 

 

 

 

Elimination

 

(3,842

)

(165

)

(63

)

(3,967

)

(211

)

 

 

$

108,571

 

$

90,327

 

$

92,324

 

$

287,467

 

$

260,138

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

 

 

Portal

 

61

%

54

%

61

%

58

%

50

%

Weibo

 

80

%

75

%

80

%

79

%

73

%

 

 

76

%

67

%

74

%

73

%

64

%

 



 

SINA CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP TO GAAP RESULTS

(U.S. Dollars in thousands, except per share data)

 

 

 

Three months ended

 

 

 

September 30, 2017

 

September 30, 2016

 

June 30, 2017

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

Non-GAAP

 

 

 

Actual

 

Adjustments

 

 

Results

 

Actual

 

Adjustments

 

 

Results

 

Actual

 

Adjustments

 

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising revenues

 

$

363,958

 

 

 

 

$

363,958

 

$

233,633

 

 

 

 

$

233,633

 

$

295,153

 

 

 

 

$

295,153

 

Non-advertising revenues

 

79,191

 

(2,609

)

(a)

76,582

 

41,242

 

(2,609

)

(a)

38,633

 

63,779

 

(2,609

)

(a)

61,170

 

Net revenues

 

$

443,149

 

$

(2,609

)

 

$

440,540

 

$

274,875

 

$

(2,609

)

 

$

272,266

 

$

358,932

 

$

(2,609

)

 

$

356,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,609

)

(a)

 

 

 

 

(2,609

)

(a)

 

 

 

 

(2,609

)

(a)

 

 

 

 

 

 

2,776

 

(b)

 

 

 

 

2,380

 

(b)

 

 

 

 

2,106

 

(b)

 

 

Gross profit

 

$

334,578

 

$

167

 

 

$

334,745

 

$

184,548

 

$

(229

)

 

$

184,319

 

$

266,608

 

$

(503

)

 

$

266,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,051

)

(b)

 

 

 

 

(19,905

)

(b)

 

 

 

 

(20,080

)

(b)

 

 

 

 

 

 

(1,538

)

(c)

 

 

 

 

(457

)

(c)

 

 

 

 

(1,227

)

(c)

 

 

Operating expenses

 

$

214,297

 

$

(24,589

)

 

$

189,708

 

$

148,216

 

$

(20,362

)

 

$

127,854

 

$

171,930

 

$

(21,307

)

 

$

150,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,609

)

(a)

 

 

 

 

(2,609

)

(a)

 

 

 

 

(2,609

)

(a)

 

 

 

 

 

 

25,827

 

(b)

 

 

 

 

22,285

 

(b)

 

 

 

 

22,186

 

(b)

 

 

 

 

 

 

1,538

 

(c)

 

 

 

 

457

 

(c)

 

 

 

 

1,227

 

(c)

 

 

Income from operations

 

$

120,281

 

$

24,756

 

 

$

145,037

 

$

36,332

 

$

20,133

 

 

$

56,465

 

$

94,678

 

$

20,804

 

 

$

115,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,609

)

(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,285

 

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,609

)

(a)

 

 

 

 

457

 

(c)

 

 

 

 

(2,609

)

(a)

 

 

 

 

 

 

25,827

 

(b)

 

 

 

 

2,032

 

(d)

 

 

 

 

22,186

 

(b)

 

 

 

 

 

 

1,538

 

(c)

 

 

 

 

(133,505

)

(e)

 

 

 

 

1,227

 

(c)

 

 

 

 

 

 

1,474

 

(d)

 

 

 

 

2,653

 

(f)

 

 

 

 

75

 

(d)

 

 

 

 

 

 

(10,209

)

(e)

 

 

 

 

(10,650

)

(g)

 

 

 

 

16,315

 

(e)

 

 

 

 

 

 

(7,391

)

(g)

 

 

 

 

1,398

 

(h)

 

 

 

 

(7,745

)

(g)

 

 

 

 

 

 

(254

)

(i)

 

 

 

 

15,133

 

(i)

 

 

 

 

(180

)

(i)

 

 

Net income attributable to SINA

 

$

49,291

 

$

8,376

 

 

$

57,667

 

$

146,518

 

$

(102,806

)

 

$

43,712

 

$

23,390

 

$

29,269

 

 

$

52,659

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share attributable to SINA *

 

$

0.66

 

 

 

 

$

0.77

 

$

1.90

 

 

 

 

$

0.56

 

$

0.31

 

 

 

 

$

0.70

 

Shares used in computing diluted net income per share attributable to SINA

 

74,213

 

 

 

74,213

 

78,303

 

 

 

78,303

 

73,890

 

 

 

73,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin - advertising

 

76

%

1

%

 

77

%

70

%

1

%

 

71

%

76

%

 

 

76

%

Gross margin - non-advertising

 

71

%

-1

%

 

70

%

54

%

-4

%

 

50

%

68

%

-1

%

 

67

%

 



 

 

 

Nine months ended

 

 

 

September 30, 2017

 

September 30, 2016

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

Non-GAAP

 

 

 

Actual

 

Adjustments

 

 

Results

 

Actual

 

Adjustments

 

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising revenues

 

$

887,110

 

 

 

 

$

887,110

 

$

601,631

 

 

 

 

$

601,631

 

Non-advertising revenues

 

193,036

 

(7,827

)

(a)

185,209

 

115,881

 

(7,827

)

(a)

108,054

 

Net revenues

 

$

1,080,146

 

$

(7,827

)

 

$

1,072,319

 

$

717,512

 

$

(7,827

)

 

$

709,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,827

)

(a)

 

 

 

 

(7,827

)

(a)

 

 

 

 

 

 

7,112

 

(b)

 

 

 

 

5,721

 

(b)

 

 

Gross profit

 

$

792,679

 

$

(715

)

 

$

791,964

 

$

457,374

 

$

(2,106

)

 

$

455,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(62,091

)

(b)

 

 

 

 

(48,641

)

(b)

 

 

 

 

 

 

(2,920

)

(c)

 

 

 

 

(1,475

)

(c)

 

 

Operating expenses

 

$

532,753

 

$

(65,011

)

 

$

467,742

 

$

408,771

 

$

(50,116

)

 

$

358,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,827

)

(a)

 

 

 

 

(7,827

)

(a)

 

 

 

 

 

 

69,203

 

(b)

 

 

 

 

54,362

 

(b)

 

 

 

 

 

 

2,920

 

(c)

 

 

 

 

1,475

 

(c)

 

 

Income from operations

 

$

259,926

 

$

64,296

 

 

$

324,222

 

$

48,603

 

$

48,010

 

 

$

96,613

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,827

)

(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

54,362

 

(b)

 

 

 

 

 

 

(7,827

)

(a)

 

 

 

 

1,475

 

(c)

 

 

 

 

 

 

69,203

 

(b)

 

 

 

 

3,978

 

(d)

 

 

 

 

 

 

2,920

 

(c)

 

 

 

 

(196,657

)

(e)

 

 

 

 

 

 

1,773

 

(d)

 

 

 

 

2,653

 

(f)

 

 

 

 

 

 

(9,777

)

(e)

 

 

 

 

(20,815

)

(g)

 

 

 

 

 

 

(20,630

)

(g)

 

 

 

 

3,567

 

(h)

 

 

 

 

 

 

1,038

 

(i)

 

 

 

 

14,908

 

(i)

 

 

Net income attributable to SINA

 

$

111,205

 

$

36,700

 

 

$

147,905

 

$

205,165

 

$

(144,356

)

 

$

60,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share attributable to SINA *

 

$

1.48

 

 

 

 

$

1.97

 

$

2.74

 

 

 

 

$

0.82

 

Shares used in computing diluted net income per share attributable to SINA

 

73,924

 

 

 

73,924

 

77,486

 

 

 

77,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin - advertising

 

75

%

 

 

75

%

65

%

1

%

 

66

%

Gross margin - non-advertising

 

68

%

-1

%

 

67

%

59

%

-3

%

 

56

%

 


 

(a)

To exclude the recognition of deferred revenue related to the license granted to Leju.

(b)

To exclude stock-based compensation.

(c)

To adjust amortization of intangible assets.

(d)

To exclude the Non-GAAP to GAAP reconciling items on the share of equity method investments, net of share of amortization of intangibles not on their books.

(e)

To exclude (gain) loss on sale of investments/business, (gain) loss on deemed disposal and impairment on investments, net.

(f)

To exclude the change in fair value of option liability.

(g)

To exclude Non-GAAP to GAAP reconciling items for the income attributable to non-controlling interests.

(h)

To exclude the amortization of convertible debt issuance cost.

(i)

To exclude the provision (benefit) for income tax related to item (c) and (e). Other non-GAAP to GAAP reconciling items have no income tax effect.**

 

 

*

Net income attributable to SINA is adjusted for diluted shares issued by our subsidiary and equity method investments.

 

 

**

Most of the reconciliation items were recorded in entities in tax free jurisdictions hence no income tax implications. For impairment on investments, valuation allowances were made for those differences the Company does not expect they can be realized in the foreseeable future.

 



 

UNAUDITED RECONCILIATION OF SINA’S SHARE OF EQUITY INVESTMENTS’ NON-GAAP TO GAAP RESULTS*

 

 

 

Three months ended

 

 

 

September 30, 2017

 

September 30, 2016

 

June 30, 2017

 

 

 

Actual

 

Adjustments

 

Non-GAAP
Results

 

Actual

 

Adjustments

 

Non-GAAP
Results

 

Actual

 

Adjustments

 

Non-GAAP
Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To exclude stock-based compensation

 

 

 

$

1,822

 

 

 

 

 

$

1,409

 

 

 

 

 

$

736

 

 

 

To exclude amortization of intangible assets resulting from business acquisitions

 

 

 

1,127

 

 

 

 

 

618

 

 

 

 

 

1,035

 

 

 

To exclude (gain) loss on disposal and impairment on investments

 

 

 

327

 

 

 

 

 

(12

)

 

 

 

 

(1,319

)

 

 

To exclude (gain) loss resulting from the fair value changes in investments

 

 

 

(1,745

)

 

 

 

 

41

 

 

 

 

 

(637

)

 

 

To exclude tax impacts related to amortization of intangible assets

 

 

 

(166

)

 

 

 

 

(179

)

 

 

 

 

(143

)

 

 

Earning (Loss) from equity method investments, net

 

$

(10,996

)

$

1,365

 

$

(9,631

)

$

5,689

 

$

1,877

 

$

7,566

 

$

(4,862

)

$

(328

)

$

(5,190

)

Share of amortization of equity investments’ intangibles not on their books

 

(130

)

130

 

 

(173

)

173

 

 

(523

)

523

 

 

Share of tax impacts related to amortization of equity investments’ intangibles not on their books

 

21

 

(21

)

 

18

 

(18

)

 

120

 

(120

)

 

 

 

$

(11,105

)

$

1,474

 

$

(9,631

)

$

5,534

 

$

2,032

 

$

7,566

 

$

(5,265

)

$

75

 

$

(5,190

)

 

 

 

Nine months ended

 

 

 

September 30, 2017

 

September 30, 2016

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

Non-GAAP

 

 

 

Actual

 

Adjustments

 

Results

 

Actual

 

Adjustments

 

Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To exclude stock-based compensation

 

 

 

$

2,878

 

 

 

 

 

$

4,320

 

 

 

To exclude amortization of intangible assets resulting from business acquisitions

 

 

 

2,264

 

 

 

 

 

1,996

 

 

 

To exclude gain on disposal and impairment on investments

 

 

 

(1,313

)

 

 

 

 

(1,559

)

 

 

To exclude gain resulting from the fair value changes in investments

 

 

 

(2,343

)

 

 

 

 

(849

)

 

 

To exclude tax impacts related to amortization of intangible assets

 

 

 

(330

)

 

 

 

 

(546

)

 

 

Loss from equity method investments, net

 

$

(12,610

)

$

1,156

 

$

(11,454

)

$

(10,604

)

$

3,362

 

$

(7,242

)

Share of amortization of equity investments’ intangibles not on their books

 

(778

)

778

 

 

(788

)

788

 

 

Share of tax impacts related to amortization of equity investments’ intangibles not on their books

 

161

 

(161

)

 

172

 

(172

)

 

 

 

$

(13,227

)

$

1,773

 

$

(11,454

)

$

(11,220

)

$

3,978

 

$

(7,242

)

 


* Earning (Loss) from equity method investments is recorded one quarter in arrears.

 


EX-99.2 3 a17-26151_1ex99d2.htm EX-99.2

Exhibit 99.2

 

SINA Corporation Announces Final AGM Results and

New Initiatives to Enhance Board and Shareholding Structure

 

BEIJING, Nov. 7, 2017 — SINA Corporation (“SINA” or the “Company”) (NASDAQ: SINA), a leading online media company serving China and the global Chinese communities, today announced the final vote count for the Company’s 2017 Annual General Meeting of Shareholders (the “2017 AGM”) held in Hong Kong on November 3, 2017, as well as the Company’s new initiatives to enhance its board and shareholding structure.

 

2017 AGM Results

 

Based on a certified vote count provided by Computershare Hong Kong Investor Services Limited (“Computershare”), acting as the Company’s independent Inspector of Elections for the 2017 AGM, SINA shareholders have voted to re-elect SINA director, Yichen Zhang.  The two nominees proposed by SINA shareholder Aristeia Capital, L.L.C. (“Aristeia”), Brett Krause and Thomas Manning, were not elected to the Board.

 

The tabulation of the voting results from Computershare for the proposals presented at the 2017 AGM are as follows:

 

SINA Board of Directors Nominee:

 

Director

 

Votes For

 

Votes Against

 

Votes Abstain

Yichen Zhang

 

43,933,952

 

2,850,587

 

4,492,637

 

Aristeia’s Nominees:

 

Director

 

Votes For

 

Votes Against

 

Votes Abstain

Brett Krause

 

11,544,633

 

39,336,262

 

396,177

Thomas Manning

 

22,410,145

 

28,727,815

 

139,113

 

Ratify the Appointment of PricewaterhouseCoopers Zhong Tian LLP:

 

Votes For

 

Votes Against

 

Votes Abstain

50,109,609

 

309,481

 

857,314

 

Based on proxies submitted, the quorum at the 2017 AGM was approximately 72% of SINA’s outstanding shares. The tabulation of the voting results for the proposals presented indicates that approximately 94% of votes cast were in support of Mr. Zhang and approximately 77% and 56% of votes cast were against Messrs. Krause and Manning, respectively.

 

Initiative to Enhance Board Structure

 

Following the 2017 AGM, the Company’s Board of Directors (the “Board”) resolved to establish a nominating and corporate governance committee of the Board (the “Nominating Committee”), comprised of independent directors Mr. Yichen Zhang and Mr. Yan Wang, to be responsible for matters delegated to the Nominating Committee, as set forth in the Nominating Committee charter adopted by the Board.  Currently, four out of five directors on the Board are independent directors.  Under Rule 405 of the U.S. Securities Act of 1933, as amended, Sina is a foreign private issuer.  As such, the Company is permitted under the Nasdaq Stock Market Rules to rely on home country practice with respect to its board and committee composition.  In the interest of the Company and all of its shareholders, the Board intends to hold itself to the highest corporate governance standards, and has decided not to rely on home country practice with respect to the majority independent board and independent board committee requirements under Nasdaq rules. The Board has instructed and authorized the Nominating Committee to commence an active search of highly qualified independent director candidates who have suitable credentials and backgrounds that complement the existing Board and can bring additional value to the Company.

 



 

Initiative to Enhance Shareholding Structure

 

As a foreign private issuer, the Company is not subject to proxy rules under U.S. securities law and is not required to file proxy solicitation materials in connection with annual or special shareholders meetings. However, to protect the Company’s interests and stability, the Company’s directors and senior management had to divert significant amount of time, attention and efforts from the Company’s normal business operations and strategic planning, and the Company had to utilize significant amount of resources, to prepare proxy solicitation materials and engage in the recent proxy contest that concluded at the 2017 AGM. The Company believes any future proxy contest could be costly, time consuming and disruptive.  More importantly, any proxy contest initiated by any shareholder with potentially value destructive proposals may materially and adversely affect the Company’s stability in a highly regulated environment and its ability to execute business strategies for shareholder value enhancement over the long term under the leadership of the Board and its senior management.

 

In light of the foregoing, the Company has been exploring possible ways permitted under applicable laws and the Company’s articles of association to protect itself from potentially disruptive and value destructive situations in the future.  Subsequent to the 2017 AGM, upon authorization and approval by the Board and the independent audit committee and in accordance with the Company’s articles of association, the Company issued 7,150 newly created Class A Preference Shares with 10,000 votes per share initially (the “Class A Preference Shares”), at par value of US$1.00 per share, to New Wave MMXV Limited (“New Wave”), a holding company that holds 7,944,386 Ordinary Shares of the Company on behalf of senior management of the Company and is controlled by Mr. Charles Chao.  This new issuance of the Class A Preference Shares to New Wave effectively enables New Wave to have voting power equivalent to 10 votes for each Ordinary Share currently held by it.  The following is a summary of the key terms of the Class A Preference Shares:

 

·  The Class A Preference Shares have no economic right nor any right to dividend or any other distribution of the Company.

 

·  The Class A Preference Shares are entitled to vote on all matters submitted to a general meeting of the Company.  When New Wave sells or otherwise transfers any number of Ordinary Shares held by it to a third party which is not an affiliate of New Wave, the number of votes that each Class A Preference Share is entitled to will be reduced proportionally.

 

·  On any resolution to elect a director where the nominee is an executive officer of the Company, the votes attaching to the Class A Preference Shares on such resolution shall not be counted if a majority of the votes cast by the holders of the Company’s ordinary shares is against the appointment of such nominee.

 

·  For all matters that are required to be subject to shareholder approval under Rule 5635 of the Nasdaq Stock Market Rules, New Wave shall vote the Class A Preference Shares in accordance with the Board’s recommendation to the extent the board determines to submit any such matter to shareholder approval.

 

·  When New Wave ceases to be controlled by any person holding executive office in the Company, the Class A Preference Shares shall cease to have any voting right.

 

Immediately after the Company’s issuance of 7,150 Class A Preference Shares to New Wave, New Wave’s aggregate voting power in the Company increased from approximately 11.1% to approximately 55.5%.

 



 

About SINA

 

We are an online media company serving China and the global Chinese communities. Our digital media network of SINA.com (portal), SINA.cn (mobile portal), SINA Mobile Apps and Weibo.com (social media) enable Internet users to access professional media and user generated content in multi-media formats from the web and mobile devices and share their interests to friends and acquaintances.

 

SINA.com offers distinct and targeted professional content on each of its region-specific websites and a full range of complementary offerings. SINA.cn and SINA Mobile Apps provide news information, professional and entertainment content from SINA.com customized for mobile users in WAP (mobile browser) and mobile application format. Weibo is a leading social media platform for people to create, distribute and discover Chinese-language content. Based on an open platform architecture, Weibo allows users to create and post feeds and attach multi-media content, as well as access a wide range of organically and third-party developed applications, such as online games.

 

Through these properties and other product lines, we offer an array of online media and social media services to our users to create a rich canvas for businesses and advertisers to effectively connect and engage with their targeted audiences.

 



 

Safe Harbor Statement

 

This communication contains forward-looking statements that relate to, among other things, SINA’s expected performance and SINA’s strategic and operational plans. SINA may also make forward-looking statements in the Company’s periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “confidence,” “estimates” and similar statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, failure to meet internal or external expectations of future performance given the rapidly evolving markets; condition of the global financial and credit market; the uncertain regulatory landscape in China; fluctuations in the Company’s quarterly operating results; the Company’s reliance on online advertising sales and value-added services for a majority of its revenues; failure to successfully develop, introduce, drive adoption of or monetize new features and products; failure to enter and develop the small and medium enterprise market by the Company or through cooperation with other parties; failure to successfully integrate acquired businesses; risks associated with the Company’s investments, including equity pick-up and impairment; and failure to compete successfully against new entrants and established industry competitors. Further information regarding these and other risks is included in SINA’s annual report on Form 20-F for the year ended December 31, 2016 and its other filings with the SEC. Past performance is not necessarily indicative of future results. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The information in this communication is provided only as of the date hereof, and SINA assumes no obligation to update its forward-looking statements in this communication or elsewhere, except as required by law.

 

Contacts

 

Investor Relations

 

SINA Corporation
Phone: 8610-5898 3336
Email: ir@staff.SINA.com.cn

 

Media

 

Ed Trissel / Nick Lamplough

Joele Frank, Wilkinson Brimmer Katcher

Phone: 212-355-4449