Exhibit 99.1
KINGSOFT CLOUD HOLDINGS LIMITED
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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Page | ||
F-2 | ||
F-5 | ||
F-7 | ||
F-8 | ||
Notes to the Unaudited Interim Condensed Consolidated Financial Statements | F-11 |
F-1
KINGSOFT CLOUD HOLDINGS LIMITED
AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
| As at | |||||||
December 31, | June 30, | June 30, | ||||||
| Notes |
| 2021 |
| 2022 |
| 2022 | |
|
| RMB |
| RMB |
| US$ | ||
(unaudited) | (unaudited) | |||||||
ASSETS | ||||||||
Current assets: |
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|
|
|
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Cash and cash equivalents |
| |
| |
| | ||
Restricted cash |
| |
| |
| | ||
Accounts receivable, net of allowance for credit losses of RMB |
| 5 |
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| |
| |
Short-term investments |
| |
| |
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Prepayments and other assets |
| 6 |
| |
| |
| |
Amounts due from related parties |
| 18 |
| |
| |
| |
Total current assets |
| |
| |
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Non-current assets: |
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Property and equipment, net |
| 7 |
| |
| |
| |
Intangible assets, net |
| 8 |
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| |
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Goodwill |
| 9 |
| |
| |
| |
Prepayments and other assets |
| 6 |
| |
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| |
Equity investments |
| 2 |
| |
| |
| |
Amounts due from related parties |
| 18 |
| |
| |
| |
Deferred tax assets, net |
| 13 |
| |
| |
| |
Operating lease right-of-use assets |
| 2,10 |
| |
| |
| |
Total non-current assets |
| |
| |
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Total assets |
| |
| |
| | ||
LIABILITIES, NON-CONTROLLING INTETERSTS AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable (including accounts payable of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| |
| |
| | ||
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 11 |
| |
| |
| |
Short-term bank loans (including short-term bank loans of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 12 |
| |
| |
| |
F-2
KINGSOFT CLOUD HOLDINGS LIMITED
AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022 (continued)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
| As at | |||||||
December 31, | June 30, | June 30, | ||||||
Notes | 2021 | 2022 | 2022 | |||||
|
| RMB |
| RMB |
| US$ | ||
(unaudited) | (unaudited) | |||||||
Income tax payable (including income tax payable of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 13 |
| |
| |
| |
Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 18 |
| |
| |
| |
Current operating lease liabilities (including current operating lease liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 2,10 |
| |
| |
| |
Total current liabilities |
| |
| |
| | ||
Non-current liabilities: |
|
|
| |||||
Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 18 |
| |
| |
| |
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 13 |
| |
| |
| |
Other liabilities (including other liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB |
| 11 |
| |
| |
| |
Non-current operating lease liabilities (including non-current operating lease liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB | 2,10 |
| |
| |
| | |
Total non-current liabilities |
| |
| |
| | ||
Total liabilities | |
| |
| |
F-3
KINGSOFT CLOUD HOLDINGS LIMITED
AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022 (continued)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
As at | ||||||||
December 31, | June 30, | June 30, | ||||||
Notes | 2021 | 2022 | 2022 | |||||
RMB | RMB | US$ | ||||||
(unaudited) | (unaudited) | |||||||
Shareholders’ equity: |
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|
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Ordinary shares (par value of US$ |
|
| |
| |
| | |
Additional paid-in capital |
|
| |
| |
| | |
Accumulated deficit |
|
| ( |
| ( |
| ( | |
Accumulated other comprehensive (loss) income |
| 20 |
| ( |
| | | |
Total Kingsoft Cloud Holdings Limited shareholders’ equity |
|
| |
| |
| | |
Non-controlling interests |
|
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| |
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Total equity |
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| | |
Total liabilities, non-controlling interests and shareholders’ equity |
|
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| |
| | |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-4
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS
ENDED JUNE 30, 2021 AND 2022
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
For the six months ended June 30 | ||||||||
| Notes |
| 2021 |
| 2022 |
| 2022 | |
|
| RMB |
| RMB |
| US$ | ||
(unaudited) | (unaudited) | (unaudited) | ||||||
Revenues: |
| 4, 18 | ||||||
Public cloud services (including related party amounts of RMB |
| |
| |
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Enterprise cloud services (including related party amounts of RMB |
| |
| |
| | ||
Others |
| |
| |
| |||
Total revenues |
| |
| |
| | ||
Cost of revenues (including related party amounts of RMB |
| 18 |
| ( |
| ( |
| ( |
Gross profit |
| |
| |
| | ||
Operating expenses: |
|
|
|
|
|
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Selling and marketing expenses |
| ( |
| ( |
| ( | ||
General and administrative expenses |
| ( |
| ( |
| ( | ||
Research and development expenses |
| ( |
| ( |
| ( | ||
Total operating expenses |
| ( |
| ( |
| ( | ||
Operating loss |
| ( |
| ( |
| ( | ||
Interest income |
| |
| |
| | ||
Interest expense |
| ( |
| ( |
| ( | ||
Foreign exchange gain (loss) |
| |
| ( |
| ( | ||
Other gain (loss), net | 4 |
| |
| ( |
| ( | |
Other income, net | 4 |
| |
| |
| | |
Loss before income taxes |
| ( |
| ( |
| ( | ||
Income tax (expense) benefit |
| 13 |
| ( |
| |
| |
Net loss |
| ( |
| ( |
| ( | ||
Less: net income (loss) attributable to non-controlling interests |
| |
| ( |
| ( | ||
Net loss attributable to Kingsoft Cloud Holdings Limited |
| ( |
| ( |
| ( |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-5
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS
ENDED JUNE 30, 2021 AND 2022 (continued)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
For the six months ended June 30 | ||||||||
Notes | 2021 | 2022 | 2022 | |||||
|
| RMB |
| RMB |
| US$ | ||
(unaudited) | (unaudited) | (unaudited) | ||||||
Net loss per share: |
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|
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Basic and diluted |
| 16 |
| ( |
| ( |
| ( |
Shares used in the net loss per share computation: |
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Basic and diluted |
| 16 |
| |
| |
| |
Other comprehensive income (loss), net of tax of |
|
|
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|
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Foreign currency translation adjustments |
| ( |
| |
| | ||
Comprehensive loss |
| ( |
| ( |
| ( | ||
Less: Comprehensive income (loss) attributable to non-controlling interests |
| |
| ( |
| ( | ||
Comprehensive loss attributable to Kingsoft Cloud Holdings Limited shareholders |
| ( |
| ( |
| ( |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-6
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2022
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares)
Total Kingsoft | ||||||||||||||||
Accumulated | Cloud Holdings | |||||||||||||||
Ordinary shares |
| Additional |
| other |
|
| Limited |
|
| Total | ||||||
Number of | paid-in | comprehensive | Accumulated | shareholders’ | Non-controlling | shareholders’ | ||||||||||
| shares* |
| Amount |
| capital |
| (loss) income |
| deficit |
| equity |
| interests |
| equity | |
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Balance as of December 31, 2020 |
| |
| |
| |
| ( |
| ( |
| |
| |
| |
Adoption of ASC 326 |
| — |
| — |
| — |
| — |
| ( |
| ( |
| — |
| ( |
Net loss for the period |
| — |
| — |
| — |
| — |
| ( |
| ( |
| |
| ( |
Business acquisition |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| |
Other comprehensive loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
Share-based compensation |
| — |
| — |
| |
| — |
| — |
| |
| — |
| |
Exercise and vesting of share-based awards |
| |
| |
| |
| — |
| — |
| |
| — |
| |
Balance as of June 30, 2021 (unaudited) |
| |
| |
| |
| ( |
| ( |
| |
| |
| |
Balance as of December 31, 2021 | | | | ( | ( | | | | ||||||||
Net loss for the period | — | — | — | — | ( | ( | ( | ( | ||||||||
Disposal of a subsidiary | — | — | — | — | — | — | ( | ( | ||||||||
Other comprehensive income (loss) | — | — | — | | — | | ( | | ||||||||
Capital contribution from non-controlling interests | — | — | — | — | — | — | | | ||||||||
Share-based compensation | — | — | | — | — | | — | | ||||||||
Exercise and vesting of share-based awards | | | | — | — | | — | | ||||||||
Balance as of June 30, 2022 (unaudited) | | | | | ( | | | | ||||||||
Balance as of June 30, 2022, in US$ (unaudited) |
| |
| |
| |
| ( |
| |
| |
| |
* | As of June 30, 2021 and 2022, |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-7
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)
Notes |
| For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |||
| RMB |
| RMB |
| US$ | |||
(unaudited) | (unaudited) | (unaudited) | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss |
| ( |
| ( |
| ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization | 7,8 |
| |
| |
| | |
Share-based compensation | 14 |
| |
| |
| | |
Provision for credit losses |
| |
| |
| | ||
Gain on disposal of equity investments |
| ( |
| — |
| — | ||
Changes in fair value of financial instruments | 2,4 |
| ( |
| |
| | |
Impairment of equity investment | 2,4 |
| — |
| |
| | |
Changes in fair value of purchase consideration of a business acquisition |
| — |
| |
| | ||
Impairment of contract costs |
| — |
| |
| | ||
Foreign exchange loss (gain) |
| ( |
| |
| | ||
Deferred income tax | 13 |
| — |
| ( |
| ( | |
Non-cash operating lease expenses | 10 |
| |
| |
| | |
Gain on disposal of property and equipment | ( | ( | ( | |||||
Loss on disposal of a subsidiary | — | | | |||||
Changes in operating assets and liabilities: |
|
|
|
|
|
| ||
Accounts receivable |
| ( |
| |
| | ||
Prepayment and other assets |
| |
| |
| | ||
Amounts due from related parties |
| |
| ( |
| ( | ||
Accounts payable |
| |
| ( |
| ( | ||
Accrued expenses and other liabilities |
| ( |
| |
| | ||
Operating lease liabilities |
| ( |
| ( |
| ( | ||
Amounts due to related parties |
| |
| ( |
| ( | ||
Income tax payable |
| |
| ( |
| ( | ||
Net cash used in operating activities |
| ( |
| ( |
| ( |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-8
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022 (continued)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)
| Notes | For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |||
RMB | RMB | US$ | ||||||
(unaudited) | (unaudited) | (unaudited) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchases of property and equipment |
| ( |
| ( |
| ( | ||
Disposals of property and equipment |
| |
| |
| | ||
Purchases of intangible assets |
| ( |
| ( |
| ( | ||
Purchases of short-term investments |
| ( |
| ( | ( | |||
Acquisition of equity investments | — | ( | ( | |||||
Proceeds from maturities of short-term investments |
| |
| |
| | ||
Acquisition of business, net of cash acquired |
| ( |
| ( |
| ( | ||
Proceeds from disposal of equity investments | | — | — | |||||
Disposal of a subsidiary | — | ( | ( | |||||
Asset-related government grants received |
| |
| |
| | ||
Net cash used in investing activities |
| ( |
| ( |
| ( | ||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
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|
|
|
|
Repayment of short-term bank loans |
| ( |
| ( |
| ( | ||
Proceeds from short-term bank loans |
| |
| |
| | ||
Payments of offering costs | — | ( | ( | |||||
Payment of written put options on share repurchases | 17 | — | ( | ( | ||||
Capital contribution from non-controlling interests | — | | | |||||
Proceeds from loans due to related parties |
| |
| — |
| — | ||
Repayment of loans due to a related party |
| — |
| ( |
| ( | ||
Proceeds from exercise of options |
| |
| |
| | ||
Net cash generated from (used in) financing activities |
| |
| ( |
| ( | ||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash |
| ( |
| |
| | ||
Net decrease in cash and cash equivalents, and restricted cash |
| ( |
| ( |
| ( | ||
Cash and cash equivalents, and restricted cash at beginning of period |
| |
| |
| | ||
Cash and cash equivalents, and restricted cash at end of period |
| |
| |
| |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-9
KINGSOFT CLOUD HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022 (continued)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)
| Notes | For the six months ended June 30 | ||||||
|
| 2021 |
| 2022 |
| 2022 | ||
|
| RMB |
| RMB |
| US$ | ||
(unaudited) | (unaudited) | (unaudited) | ||||||
Supplemental disclosures of cash flow information: | ||||||||
Restricted cash |
| — |
| |
| | ||
Income taxes paid |
| |
| |
| | ||
Interest expense paid |
| |
| |
| | ||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment included in accrued expenses and other liabilities |
| 11 |
| |
| |
| |
Purchase consideration included in accrued expenses and other liabilities | 11 |
| — |
| |
| | |
Offering costs included in accrued expenses and other liabilities | — | | |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
F-10
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
1. | ORGANIZATION AND BASIS OF PRESENTATION |
Kingsoft Cloud Holdings Limited (the “Company”) is a limited liability company incorporated in the Cayman Islands on January 3, 2012. The Company, its subsidiaries, the variable interest entities and subsidiaries of the variable interest entities are hereinafter collectively referred to as the “Group”. The Group is principally engaged in the provision of cloud services. The Company does not conduct any substantive operations on its own but instead conducts its primary business operations through its subsidiaries, variable interest entities, and subsidiaries of the variable interest entities, which are located in the People’s Republic of China (the “PRC”), Hong Kong (“HK”), Japan and the United States (the “U.S.”).
The Company’s principal subsidiaries, variable interest entities, and subsidiaries of its variable interest entities, are as follows:
|
|
| Percentage of |
| ||||
equity | ||||||||
interest | ||||||||
Date of | attributable | |||||||
Place of | establishment/ | to the | ||||||
Name |
| establishment |
| acquisition |
| Company |
| Principal activities |
Subsidiaries: |
|
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|
Kingsoft Cloud Corporation Limited |
| February 1, 2012 |
| | % | |||
Beijing Kingsoft Cloud Technology Co., Ltd. (“Beijing Kingsoft Cloud”)* |
| April 9, 2012 |
| | % | |||
Beijing Yunxiang Zhisheng Technology Co., Ltd. (“Yunxiang Zhisheng”)* |
| December 15, 2015 |
| | % | |||
Camelot Technology Co., Ltd. (“Beijing Camelot”) |
| September 3, 2021 |
| | % | |||
Variable interest entities: |
|
|
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|
|
|
| |
Zhuhai Kingsoft Cloud Technology Co., Ltd. (“Zhuhai Kingsoft Cloud”) |
| November 9, 2012 |
| Nil |
| |||
Kingsoft Cloud (Beijing) Information Technology Co., Ltd. (“Kingsoft Cloud Information”) |
| April 13, 2018 |
| Nil |
| |||
Variable interest entities’ subsidiaries: |
|
|
|
|
|
|
| |
Kingsoft Cloud (Tianjin) Technology Development Co., Ltd. | May 30, 2019 | Nil | ||||||
Wuhan Kingsoft Cloud Information Technology Co., Ltd. | December 26, 2017 | Nil | ||||||
Beijing Kingsoft Cloud Network Technology Co., Ltd. (“Beijing Kingsoft Cloud Network Technology”) |
| November 9, 2012 |
| Nil |
| |||
Beijing Jinxun Ruibo Network Technology Co., Ltd. (“Beijing Jinxun Ruibo”) |
| December 17, 2015 |
| Nil |
| |||
Nanjing Qianyi Shixun Information Technology Co., Ltd. |
| March 31, 2016 |
| Nil |
|
* Collectively, the “WFOE”
F-11
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
1. | ORGANIZATION AND BASIS OF PRESENTATION (continued) |
These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2021.
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.
To comply with PRC laws and regulations which prohibit foreign control of companies that engage in value-added telecommunication services, the Group primarily conducts its business in the PRC through its variable interest entities, Zhuhai Kingsoft Cloud and Kingsoft Cloud Information and subsidiaries of its variable interest entities (collectively, the “VIEs”). The equity interests of the VIEs are legally held by PRC shareholders (the “Nominee Shareholders”). Despite the lack of technical majority ownership, the Company through the WFOE has effective control of the VIEs through a series of contractual arrangements (the “Contractual Agreements”). Through the Contractual Agreements, the Nominee Shareholders effectively assigned all of their voting rights underlying their equity interests in the VIEs to the Company and therefore, the Company has the power to direct the activities of the VIEs that most significantly impact its economic performance. The Company also has the ability and obligation to absorb substantially all of the profits and all the expected losses of the VIEs that potentially could be significant to the VIEs. Therefore, the Company is the primary beneficiary of the VIEs. Based on the above, the Company consolidates the VIEs in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).
F-12
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
1. | ORGANIZATION AND BASIS OF PRESENTATION (continued) |
The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and VIEs’ subsidiaries included in the Company’s consolidated balance sheets, interim consolidated statements of comprehensive loss and interim consolidated statements of cash flows:
| As at | |||||
December 31, | June 30, | June 30, | ||||
2021 |
| 2022 |
| 2022 | ||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
| |
| |
| |
Restricted cash |
| |
| |
| |
Accounts receivable, net of allowance for credit losses of RMB |
| |
| |
| |
Prepayments and other assets |
| |
| |
| |
Amounts due from related parties |
| |
| |
| |
Amounts due from subsidiaries of the Group |
| |
| |
| |
Total current assets |
| |
| |
| |
Non-current assets: |
|
|
|
|
|
|
Property and equipment, net |
| |
| |
| |
Intangible assets, net |
| |
| |
| |
Prepayments and other assets |
| |
| |
| |
Goodwill |
| |
| |
| |
Equity investments |
| |
| |
| |
Amounts due from related parties |
| |
| |
| |
Operating lease right-of-use assets |
| |
| |
| |
Total non-current assets |
| |
| |
| |
Total assets |
| |
| |
| |
LIABILITIES | ||||||
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
| |
| |
| |
Accrued expenses and other liabilities |
| |
| |
| |
Short-term bank loans |
| |
| |
| |
Income tax payable |
| |
| |
| |
Amounts due to related parties |
| |
| |
| |
Current operating lease liabilities |
| |
| |
| |
Amounts due to subsidiaries of the Group |
| |
| |
| |
Total current liabilities |
| |
| |
| |
Non-current liabilities: |
|
|
|
|
|
|
Other liabilities |
| |
| |
| |
Non-current operating lease liabilities |
| |
| |
| |
Amounts due to related parties |
| |
| |
| |
Amounts due to subsidiaries of the Group |
| |
| |
| |
Total non-current liabilities |
| |
| |
| |
Total liabilities |
| |
| |
| |
F-13
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
1. | ORGANIZATION AND BASIS OF PRESENTATION (continued) |
| For the six months ended June 30 | |||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Revenues |
| |
| |
| |
Net loss |
| ( |
| ( |
| ( |
Net cash used in operating activities |
| ( |
| ( |
| ( |
Net cash used in investing activities |
| ( |
| ( |
| ( |
Net cash generated from (used in) financing activities |
| |
| ( |
| ( |
The carrying amounts of the assets, liabilities, and the results of operations of the VIEs and their subsidiaries are presented in aggregate due to the similarity of the purpose and design of the VIEs and their subsidiaries, the nature of the assets in these VIEs and their subsidiaries and the type of the involvement of the Company in these VIEs and their subsidiaries.
The revenue-producing assets that are held by the VIEs and their subsidiaries comprise mainly electronic equipment, and data center machinery and equipment. The VIEs and their subsidiaries contributed an aggregate of
As of December 31, 2021 and June 30, 2022, except for RMB
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Group’s interim consolidated financial statements include, but are not limited to, allowance for credit losses for accounts receivable, contract assets and amounts due from related parties, measurement of operating and finance lease right-of-use assets and lease liabilities, impairment of long-lived assets, impairment of goodwill, useful lives of long-lived assets, realization of deferred tax assets, uncertain tax positions, share-based compensation expense, the purchase price allocation and fair value of non-controlling interests and contingent consideration with respect to business combinations, the fair value of equity investments and standalone selling prices of performance obligation of revenue contracts. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from those estimates.
F-14
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Convenience translation
Amounts in U.S. dollars are presented for the convenience of the reader and are translated at the noon buying rate of RMB
Equity investments
Equity investments with readily determinable fair value
Equity investments with readily determinable fair value, except for those accounted for under the equity method and those that result in consolidation of the investee, are measured at fair value, and any changes in fair value are recognized in the consolidated statements of comprehensive loss.
In 2022, the Group purchased equity interest of a company listed on the HK Stock Exchange for a cash consideration of RMB
Equity investments without readily determinable fair value
The Group’s equity investments without readily determinable fair value are long-term investments in unlisted companies based in the PRC over which the Group neither has significant influence nor control through investment in common stock or in-substance common stock. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Group elected to use the measurement alternative to measure all its investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.
F-15
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Equity investments (continued)
Equity investments without readily determinable fair value (continued)
The Group makes a qualitative assessment of whether the equity investments are impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in the statements of comprehensive loss equal to the difference between the carrying value and fair value.
In February 2022, the Group disposed certain equity interests in Beijing Yunshu Xunlian Technology Co., Ltd. (“Beijing Yunshu”), and deconsolidated Beijing Yunshu’s financial results from the Group’s consolidated financial statements from the date of disposal. The Group measured its remaining interests in Beijing Yunshu at fair value upon deconsolidation, and the loss recognized from the disposal of Beijing Yunshu was immaterial. Subsequent to the deconsolidation, the Group owns
The total carrying value of equity investments held as of December 31, 2021 and June 30, 2022 were as follows:
As at | As at | |||||
December 31, | June 30, | |||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US($) | ||||
(unaudited) | (unaudited) | |||||
Equity investments without readily determinable fair value: |
|
|
|
|
|
|
Initial cost basis |
| |
| |
| |
Cumulative unrealized gains |
| |
| |
| |
Cumulative unrealized losses (including impairment) |
| — |
| ( |
| ( |
Foreign currency translation |
| ( |
| ( |
| ( |
Total carrying value |
| |
| |
| |
Equity investments with readily determinable fair value: |
|
|
|
|
|
|
Initial cost basis |
| — |
| |
| |
Cumulative unrealized losses |
| — |
| ( |
| ( |
Foreign currency translation |
| — |
| |
| |
Total carrying value |
| — |
| |
| |
| |
| |
| |
F-16
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Fair value measurements
Financial instruments of the Group primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, contract assets, equity investments, accounts payable, purchase consideration payable, certain other liabilities, amounts due from and due to related parties and bank loans. For equity investments without readily determinable fair value, the Group elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Group, with the assistance of an independent third-party valuation firm, determined the estimated fair value of its equity investments using the alternative measurement. The Group measures equity investments with readily determinable fair value using the market approach based on the quoted prices in an active market. The carrying amounts of the bank loans approximate to their fair values due to the fact that the related interest rates approximate the interest rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group measures its purchase consideration payable at fair value on a recurring basis. The fair value of purchase consideration payable is estimated by discounting cash flows using interest rates currently available for similar debts instruments of comparable maturities. The Group applies ASC 820 in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. The carrying amounts of the remaining financial instruments approximate to their fair values because of their short-term maturities.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs which are supported by little or no market activity.
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Assets and liabilities measured at fair value on a recurring basis
Quoted prices | Significant | |||||||||
in active | other | Significant | ||||||||
markets for | observable | unobservable | ||||||||
Total Fair | identical | inputs | inputs | Total | ||||||
Value | assets (Level 1) | (Level 2) | (Level 3) | losses | ||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB | |
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
Purchase consideration payable |
| ( |
| — |
| ( |
| — |
| ( |
As of June 30, 2022 (unaudited) |
|
|
|
|
|
|
|
|
| |
Purchase consideration payable |
| ( |
| — |
| ( |
| — |
| ( |
Equity investments with readily determinable fair value |
| |
| |
| — |
| — |
| ( |
F-17
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Assets and liabilities measured at fair value on a non-recurring basis
Quoted prices | Significant | |||||||||
in active | other | Significant | ||||||||
markets for | observable | unobservable | Total | |||||||
Total Fair | identical | inputs | inputs | gains | ||||||
Value | assets (Level 1) | (Level 2) | (Level 3) | (losses) | ||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB | |
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
Equity investments accounted for using measurement alternative |
| |
| — |
| — |
| |
| |
As of June 30, 2022 (unaudited) |
|
|
|
|
|
|
|
|
|
|
Equity investments accounted for using measurement alternative |
| |
| — |
| — |
| |
| ( |
The non-recurring fair value measurements to the carrying amount of equity investments accounted for using measurement alternative usually requires management to estimate a price adjustment for the different rights and obligations between a similar instrument of the same issuer with an observable price change in an orderly transaction and the investment held by the Group. These non-recurring fair value measurements were measured by using the observable transaction price and other unobservable inputs (level 3) as of the observable transaction dates, which were expected not significantly differ from the ones measured as of the end of respective year/period.
Adoption of ASC 326
On January 1, 2021, the Group adopted ASC 326, Credit Losses (“ASC 326”), which replaced previously issued guidance regarding the impairment of financial instruments with an expected loss methodology that will result in more timely recognition of credit losses. The Group used a modified retrospective approach and did not restate the comparable prior periods, which resulted in a cumulative effect to increase the opening balance of accumulated deficit on January 1, 2021 by RMB
Accounts receivable and contract assets, net
The Group maintains an allowance for credit losses in accordance with ASC 326 and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the interim consolidated statements of comprehensive loss. The Group assesses collectability by reviewing accounts receivable and contract assets on a collective basis where similar characteristics exist and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Group considers historical collectability based on past due status, the age of the accounts receivable and contract assets balances, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from customers.
F-18
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Leases
The Group determines if an arrangement is a lease or contains a lease at lease inception. For leases with lease and non-lease components, the Group has elected to apply the practical expedient to not separate the lease component and its associated non-lease component. The Group recognizes a right-of-use asset and a lease liability on the consolidated balance sheets based on the present value of the lease payments over the lease term at commencement date. Variable lease payments that do not depend on an index or a rate are not included in the lease payments and are recognized in earnings in the period in which the event or condition that triggers the payment occurs. The Group has also elected the practical expedient the short-term lease exemption for contracts with lease terms of 12 months or less.
Operating lease expense is recorded on a straight-line basis over the lease term. Finance lease right-of-use assets are depreciated on a straight-line basis over the lesser of the useful life of the leased assets or the lease term. Interests on finance lease liabilities are determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability. Finance lease assets are included in “Property and equipment, net” in the consolidated balance sheets. Current and non-current portions of finance lease liabilities are included in “Accrued expenses and other liabilities” and “Other liabilities”, respectively, in the consolidated balance sheets.
As most of the Company’s leases do not provide an implicit rate, the Group estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.
Share-based compensation
The Group applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Group determines whether an award should be classified and accounted for as a liability award or equity award. All the Group’s share-based awards to employees only and are classified as equity awards and are recognized in the consolidated financial statements based on their grant date fair values.
The Group uses the accelerated method for all awards granted with graded vesting based on service conditions, and elected to account for forfeitures as they occur. The Group, with the assistance of an independent third party valuation firm, determined the fair value of the share-based awards granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees.
F-19
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Share-based compensation (continued)
A change in the terms or conditions of share options is accounted for as a modification of share-based awards. The Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested share-based awards, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested share-based award, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.
Employee benefit expenses
All eligible employees of the Group are entitled to staff welfare benefits including medical care, welfare grants, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to accrue for these benefits based on certain percentages of the qualified employees’ salaries. The Group is required to make contributions to the plans out of the amounts accrued. The PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the Group’s obligations are limited to the amounts contributed. The Group has no further payment obligations once the contributions have been paid.
The Group recorded employee benefit expenses of RMB
Concentration of credit risk
Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable and contract assets. The Group expects that there is no significant credit risk associated with cash and cash equivalents, restricted cash and short-term investments, which were held by reputable financial institutions in the jurisdictions where the Company, its subsidiaries, the VIEs and the subsidiaries of VIEs are located. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.
Accounts receivable and contract assets are typically unsecured and are derived from revenues earned from reputable customers. As of December 31, 2021, the Group had two customers, with accounts receivable balances exceeding
F-20
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Impact of COVID-19
For the six months ended June 30, 2021, COVID-19 has had immaterial impact on the Group’s operations. For the six months ended June 30, 2022, the Group’s operations were negatively impacted by the resurgence of COVID-19. There are still uncertainties of COVID-19’s future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; the uneven impact to certain industries; and the macroeconomic impact of government measures to contain the spread of COVID-19 and related government stimulus measures. As a result, certain of the Group’s estimates and assumptions, including allowance for credit losses, equity investments, long-lived assets and goodwill subject to impairment assessments, require increased judgment and carry a higher degree of variability and volatility that could result in material changes to the Group’s estimates in future periods.
Recent accounting pronouncements
In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Group adopted this guidance on January 1, 2022 and does not expect any material impact on the Group’s consolidated financial statements as a result of adopting the new standard.
3. | BUSINESS COMBINATION |
Acquisition of Shenzhen Yunfan
In March 2021, the Group completed the acquisition of
The total cash purchase price consideration was RMB
F-21
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
3. | BUSINESS COMBINATION (continued) |
Acquisition of Camelot
In September 2021, the Group completed the acquisition of
The total purchase consideration was RMB
During the second quarter of 2022, the Group completed the allocation of the purchase price to the individual assets acquired and liabilities assumed. The table below summarizes the final determination of the estimated fair values of the assets acquired and liabilities assumed from Camelot as of the acquisition date:
| Camelot | |||
| RMB |
| US$ | |
Total fair value of purchase consideration |
| |
| |
Less: |
|
|
|
|
Cash and cash equivalents |
| |
| |
Restricted cash |
| |
| |
Accounts receivable and other assets |
| |
| |
Property and equipment, net |
| |
| |
Intangible assets: |
|
|
|
|
Customer relationship |
| |
| |
Trademarks |
| |
| |
Copyrights |
| |
| |
Deferred tax assets |
| |
| |
Deferred tax liabilities |
| ( |
| ( |
Accounts payable and other liabilities |
| ( |
| ( |
Non-controlling interests |
| ( |
| ( |
Goodwill |
| |
| |
The valuations used in the purchase price allocation for the acquisitions were determined by the Group with the assistance of independent third-party valuation firms using the income approach (a Level 3 measurement). Significant assumptions used in the valuation of intangible assets included projected revenue growth rates, operating margin, customer attrition rates, royalty rates and discount rate. Non-controlling interests at the acquisition date was measured by applying the equity percentage held by non-controlling shareholders and a discount for lack of control premium to the fair value of the acquired business of Camelot.
F-22
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
4. | REVENUES, OTHER GAIN (LOSS), NET AND OTHER INCOME, NET |
The following table presents the Group’s revenues from contracts with customers disaggregated by material revenue category:
| For the six months ended June 30 | |||||
2021 |
| 2022 |
| 2022 | ||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Public cloud services recognized over time |
| |
| |
| |
Enterprise cloud services: |
|
|
|
|
|
|
Recognized at a point in time |
| |
| |
| |
Recognized over time |
| |
| |
| |
| |
| |
| | |
Others: |
|
|
|
|
|
|
Recognized at a point in time |
| |
| — |
| — |
Recognized over time |
| |
| |
| |
| |
| |
| | |
| |
| |
| |
The transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at June 30, 2022 are primarily related to enterprise cloud services, which are as follows:
| RMB |
| US$ | |
(unaudited) | (unaudited) | |||
Within one year |
| |
| |
More than one year |
| |
| |
Total |
| |
| |
F-23
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
4. | REVENUES, OTHER GAIN (LOSS), NET AND OTHER INCOME, NET (continued) |
Contract Balances
Contract liabilities relate to contracts where the Group received payments but has not yet satisfied the related performance obligations. The advance consideration received from customers for the services is a contract liability until services are provided to the customer.
| For the six months ended June 30 | |||||
2021 |
| 2022 |
| 2022 | ||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Revenue recognized from amounts included in contract liabilities at the beginning of the period |
| |
| |
| |
The following table presents the Group’s other gain (loss), net:
For the six months ended June 30 | ||||||
2021 | 2022 | 2022 | ||||
RMB | RMB | US$ | ||||
| (unaudited) |
| (unaudited) |
| (unaudited) | |
|
|
|
|
|
| |
Gross unrealized gain on equity investments held |
| | — | — | ||
Gross unrealized loss (including impairment) on equity investments held |
| — | ( | ( | ||
Net realized gain (loss) on equity investments sold |
| | ( | ( | ||
Changes in fair value of purchase consideration in a business acquisition |
| — | ( | ( | ||
| | ( | ( |
The following table presents the Group’s other income (expense), net:
For the six months ended June 30 | ||||||
2021 | 2022 | 2022 | ||||
RMB | RMB | US$ | ||||
| (unaudited) |
| (unaudited) |
| (unaudited) | |
Government grants |
| |
| |
| |
Income from ADS Reimbursement (Note 11) | | | | |||
Value added tax transferred out | ( | ( | ( | |||
Gain on disposal of property and equipment | | | | |||
Others | ( | ( | ( | |||
| | |
F-24
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
5. | ACCOUNTS RECEIVABLE, NET |
| As at | |||||
December 31, | June 30, | June 30, | ||||
2021 |
| 2022 |
| 2022 | ||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Accounts receivable |
| |
| |
| |
Allowance for credit losses |
| ( |
| ( |
| ( |
Accounts receivable, net |
| |
| |
| |
The movements of the allowance for credit losses were as follows:
| For the six months ended June 30 | |||||
2021 |
| 2022 |
| 2022 | ||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Balance at beginning of the period |
| | |
| | |
Adoption of ASC 326* |
| | — |
| — | |
Provision for expected credit losses |
| | |
| | |
Write-offs charged against the allowance |
| ( | ( |
| ( | |
Recoveries during the period |
| ( | ( |
| ( | |
Balance at end of the period |
| | |
| |
* | Starting from January 1, 2021, the Group adopted ASC 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The Group used a modified retrospective approach with a cumulative effect of increasing the opening balance of accumulated deficit of RMB |
F-25
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
6. | PREPAYMENTS AND OTHER ASSETS |
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Current portion: |
|
|
|
|
|
|
Prepayments to suppliers |
| |
| |
| |
Contract costs* |
| |
| |
| |
Contract assets, net** |
| |
| |
| |
VAT prepayments |
| |
| |
| |
Interest receivable |
| |
| |
| |
Deferred offering costs | — | | | |||
Individual income tax receivable*** (Note 11) |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| | |
Non-current portion: |
|
|
|
| ||
Prepayments for electronic equipment |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| |
* | Represents costs incurred in advance of revenue recognition arising from direct and incremental costs related to enterprise cloud services provided. Such contract costs are recognized as cost of revenue upon the recognition of the related revenues. |
** | Represents the Group’s rights to consideration for work completed in relation to its services performed but not billed at the end of respective periods. The allowance for credit losses on contract assets were RMB |
*** | Represents amounts due from certain employees related to their individual income taxes (“IIT”) arising from exercise and vesting of share-based awards. |
Except disclosed separately, the expected credit loss rate and the loss allowance for the remaining financial assets included in prepayments and other assets were immaterial as of December 31, 2021 and June 30, 2022.
F-26
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
7. | PROPERTY AND EQUIPMENT, NET |
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Electronic equipment |
| |
| |
| |
Office equipment and fixtures |
| |
| |
| |
Data center machinery and equipment |
| |
| |
| |
Building |
| |
| |
| |
Construction in progress |
| |
| |
| |
|
| |
| |
| |
Less: accumulated depreciation |
| ( |
| ( |
| ( |
Property and equipment, net |
| |
| |
| |
Depreciation expense of the property and equipment for the six months ended June 30, 2021 and 2022 were RMB
8. | INTANGIBLE ASSETS, NET |
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Customer relationships |
| |
| |
| |
Patents and technologies |
| |
| |
| |
Trademarks and domain names |
| |
| |
| |
Software and copyrights |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| | |
Less: accumulated amortization |
|
|
|
| ||
Customer relationships |
| ( |
| ( |
| ( |
Patents and technologies |
| ( |
| ( |
| ( |
Trademarks and domain names |
| ( |
| ( |
| ( |
Software and copyrights |
| ( |
| ( |
| ( |
Others |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Intangible assets, net |
| |
| |
| |
F-27
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
8. | INTANGIBLE ASSETS, NET (continued) |
Amortization expense of intangible assets for the six months ended June 30, 2021 and 2022 were RMB
| RMB |
| US$ | |
(unaudited) | (unaudited) | |||
Remaining six months of 2022 |
| |
| |
2023 |
| |
| |
2024 |
| |
| |
2025 |
| |
| |
2026 and thereafter |
| |
| |
Total |
| |
| |
9. | GOODWILL |
The changes in the carrying amount of goodwill were as follows:
Cloud-based | ||||||
Cloud service | digital solutions | |||||
and solutions | and services | Total | ||||
| RMB |
| RMB |
| RMB | |
Balance as of December 31, 2021 |
| | | | ||
Disposal of a subsidiary |
| ( | ( | |||
Purchase price adjustments |
| ( | ( | ( | ||
Balance as of June 30, 2022 (unaudited) |
| | | | ||
Balance as of June 30, 2022, in US$ (unaudited) | | | |
F-28
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
10. | LEASES |
The Group’s operating leases are mainly related to office space and buildings and its finance lease is related to data center machinery and equipment. The finance lease includes a bargain purchase option, contains variable lease payments based on the actual usage of the machinery and equipment, and has no fixed or in-substance fixed lease payments for the first two years of the lease term. For leases with terms greater than 12 months, the Group records the related assets and lease liabilities at the present value of lease payments over the lease term. Certain operating leases include rental-free periods and rental escalation clause, which are factored into the Group’s determination of lease payments when appropriate. As of December 31, 2021, the Group had no finance leases.
The components of lease costs were as follows:
For the six months ended June 30 | ||||||
2021 | 2022 | 2022 | ||||
RMB | RMB | US$ | ||||
| (unaudited) |
| (unaudited) |
| (unaudited) | |
Operating lease costs |
| |
| |
| |
Short-term lease costs |
| | | | ||
Finance lease costs: |
|
|
|
| ||
Depreciation of finance lease assets |
| — | | | ||
Interest on finance lease liabilities |
| — | | | ||
Variable lease payments |
| — | | | ||
Total finance lease costs |
| — | | |
F-29
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
10. | LEASES (continued) |
Other information related to leases where the Group is the lessee is as follows:
| As at |
| As at |
| |
December 31, 2021 | June 30, 2022 | ||||
Weighted-average remaining lease term: |
|
|
|
| |
Operating leases |
| years | years | ||
Finance leases |
| — |
| years | |
Weighted-average discount rate: |
|
|
|
| |
Operating leases |
| % | % | ||
Finance leases |
| — |
| % |
Cash paid for amounts included in the measurement of lease liabilities:
For the six months ended | ||||||
June 30, | June 30, | June 30, | ||||
2021 | 2022 | 2022 | ||||
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Operating cash payments for operating leases |
| |
| |
| |
Operating cash payments for finance leases |
| — |
| — |
| — |
Financing cash payments for finance leases |
| — |
| — |
| — |
Lease assets obtained in exchange for lease obligations:
For the six months ended | ||||||
June 30, | June 30, | June 30, | ||||
2021 | 2022 | 2022 | ||||
RMB | RMB | US$ | ||||
| (unaudited) |
| (unaudited) |
| (unaudited) | |
Operating leases |
| — |
| |
| |
Finance leases |
| — | | |
The undiscounted future minimum payments under the Group’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of June 30, 2022 were as below:
Operating lease | Finance lease | |||||||
RMB | US$ | RMB | US$ | |||||
| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) | |
Remaining six months of 2022 |
| | | — |
| — | ||
2023 |
| | | — |
| — | ||
2024 |
| | | |
| | ||
2025 |
| | | |
| | ||
2026 and thereafter |
| | | |
| | ||
Total future lease payments |
| | | |
| | ||
Less: imputed interest |
| ( | ( | ( |
| ( | ||
Total lease liability balance |
| | | |
| |
F-30
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
11. | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Current portion: |
|
|
|
|
|
|
Customer advances* |
| |
| |
| |
Salary and welfare payable |
| |
| |
| |
Purchase of property and equipment |
| |
| |
| |
Accrued expenses |
| |
| |
| |
Other tax and surcharges payable |
| |
| |
| |
Deferred government grants |
| |
| |
| |
Purchase consideration payable** |
| |
| |
| |
Individual income tax payable*** (Note 6) |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| | |
Non-current portion: |
|
|
| |||
Deferred government grants |
| |
| |
| |
Purchase consideration payable** | | — | — | |||
Finance lease liability (Note 10) |
| — |
| |
| |
Others**** |
| |
| |
| |
| |
| |
| |
* | The amount represents contract liabilities for the rendering of services. The decrease in customer advances as of June 30, 2022 is a result of less customer advances received in 2022. |
** | The amount represents the remaining purchase consideration to acquire Camelot. As of June 30, 2022, RMB |
*** | Represents IIT payable to the tax bureau on behalf of certain employees related to their exercise and vesting of share-based awards. |
**** | In July 2020, the Company received a reimbursement of US$ |
F-31
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
12. | BANK LOANS |
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Short-term bank loans |
| |
| |
| |
The weighted average interest rate for the outstanding short-term bank loans as of December 31, 2021 and June 30, 2022 were
There are no commitment fees and conditions under which lines may be withdrawn associated with the Group’s unused facilities.
13. | TAXATION |
Enterprise income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains.
Hong Kong
The subsidiaries incorporated in Hong Kong are subject to income tax at the rate of
China
The Group’s PRC entities are subject to the statutory income tax rate of
Loss before income taxes consists of:
For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
PRC |
| ( |
| ( |
| ( |
Non-PRC |
| |
| |
| |
| ( |
| ( |
| ( |
F-32
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
13. | TAXATION (continued) |
Enterprise income tax (continued)
The current and deferred components of income tax expense (benefit) appearing in the condensed consolidated statements of comprehensive loss are as follows:
For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Current income tax expense |
| |
| |
| |
Deferred income tax benefit |
| ( |
| ( |
| ( |
| |
| ( |
| ( |
The reconciliation of income tax expense computed using the PRC statutory tax rate to the actual income tax expense (benefit) is as follows:
For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Loss before income tax |
| ( |
| ( |
| ( |
Income tax computed at the PRC statutory tax rate of | ( |
| ( |
| ( | |
Effect of tax holiday and preferential tax rates |
| ( |
| |
| |
Effect of different tax rates in different jurisdictions |
| ( |
| |
| |
Other non-taxable income |
| ( |
| ( |
| ( |
Non-deductible expenses |
| |
| |
| |
Share-based compensation costs |
| |
| |
| |
Research and development super deduction |
| ( |
| ( |
| ( |
Withholding tax and others | | | | |||
Change in valuation allowance |
| |
| |
| |
True-up adjustments in respect of prior year’s annual tax filing |
| ( |
| |
| |
Expiration of tax loss forward |
| — |
| |
| |
Tax rate change on deferred items |
| ( |
| ( |
| ( |
Income tax expense (benefit) |
| |
| ( |
| ( |
F-33
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
13. | TAXATION (continued) |
Deferred tax
The significant components of the Group’s deferred tax assets and liabilities are as follows:
As at | ||||||
December 31, | June 30, | June 30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Deferred tax assets: |
|
|
|
|
|
|
Tax loss carried forward |
| |
| |
| |
Accrued expenses |
| |
| |
| |
Depreciation |
| |
| |
| |
Allowance for credit loss |
| |
| |
| |
Government grant |
| |
| |
| |
Operating lease liabilities |
| |
| |
| |
Finance lease liabilities | | | | |||
Accrued interest | | | | |||
Others |
| |
| |
| |
Less: valuation allowance |
| ( |
| ( |
| ( |
|
| |
| |
| |
Deferred tax liabilities: |
|
|
| |||
Operating lease right-of-use assets |
| |
| |
| |
Finance lease right-of-use assets |
| |
| |
| |
One-time deduction for fixed asset purchases |
| |
| |
| |
Long-lived assets arising from acquisitions |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| |
F-34
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
13. | TAXATION (continued) |
The Group operates through several subsidiaries, VIEs and subsidiaries of VIEs and the valuation allowance is considered for each subsidiary, VIE and subsidiary of VIE on an individual basis. As of December 31, 2021 and June 30, 2022, the Group’s total deferred tax assets before valuation allowances were RMB
As of December 31, 2021 and June 30, 2022, the Group had net losses of RMB
Unrecognized tax benefits
As of December 31, 2021 and June 30, 2022, the Group had unrecognized tax benefits of RMB
| As at | |||
June 30, | June 30, | |||
2022 | 2022 | |||
RMB | US$ | |||
(unaudited) | (unaudited) | |||
Balance at beginning of the period |
| |
| |
Additions based on tax position related to current year | | | ||
Reductions for tax positions related to prior years |
| ( |
| ( |
Balance at end of the period |
| |
| |
For the periods presented, the Group did
In general, the tax authorities have three to five years to conduct examinations of the tax filings of the Group’s subsidiaries. Accordingly, the subsidiaries’ tax years of 2018 through 2021 remain open to examination by the respective tax authorities.
F-35
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
14. | SHARE-BASED PAYMENTS |
The Company has three share-based compensation plans under which awards may be granted to employees, namely, the Share Option Scheme, the 2013 Share Award Scheme and the 2021 Share Award Scheme. The maximum aggregate numbers of ordinary shares that are authorized to be issued under the Share Option Scheme, 2013 Share Award Scheme and 2021 Share Award Scheme are
Share Option Scheme
A summary of the activity under the Share Option Scheme is stated below:
Weighted- | Weighted- | |||||||||
Weighted- | average | average | Aggregate | |||||||
Number of | average exercise | grant-date | remaining | intrinsic | ||||||
| options |
| price |
| fair value |
| contractual term |
| value | |
US$ | US$ | Years | US$ | |||||||
Outstanding, December 31, 2021 | |
| |
| |
|
| | ||
Granted | |
| |
| |
|
|
|
| |
Forfeited | ( |
| |
| |
|
|
|
| |
Exercised | ( |
| |
| |
|
|
|
| |
Outstanding, June 30, 2022 (unaudited) | |
| |
| |
|
| | ||
Vested and expected to vest at June 30, 2022 (unaudited) | |
| |
| |
|
| | ||
Exercisable at June 30, 2022 (unaudited) | |
| |
| |
|
| |
The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic values of options exercised for the six months ended June 30, 2021 and 2022 were RMB
The total weighted average grant-date fair value of the share-based awards granted during the six months ended June 30, 2021 and 2022 were US$
As of June 30, 2022, there were RMB
F-36
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
14. | SHARE-BASED PAYMENTS (continued) |
2013 Share Award Scheme
A summary of the activity for the restricted shares issued under the Share Award Scheme is stated below:
Number of | Weighted-average | |||
| shares |
| grant date fair value | |
US$ | ||||
Outstanding, December 31, 2021 |
| |
| |
Granted |
| |
| |
Cancelled | ( | | ||
Vested |
| ( |
| |
Forfeited |
| ( |
| |
Outstanding, June 30, 2022 (unaudited) |
| |
| |
Expected to vest at June 30, 2022 (unaudited) |
| |
| |
The total weighted average grant-date fair value of the share-based awards granted during six months ended June 30, 2022 were US$
As of June 30, 2022, there were RMB
A summary of the activity for the options issued under the 2013 Share Award Scheme is stated below:
Weighted- | Weighted- | |||||||||
Weighted- | average | average | Aggregate | |||||||
Number of | average exercise | grant-date | remaining | intrinsic | ||||||
| options |
| price |
| fair value |
| contractual term |
| value | |
US$ | US$ | Years | US$ | |||||||
Outstanding, December 31, 2021 |
| |
| |
| |
|
| | |
Forfeited |
| ( |
| |
| |
| — |
| — |
Outstanding, June 30, 2022 (unaudited) |
| |
| |
| |
|
| — | |
Vested and expected to vest at June 30, 2022 (unaudited) |
| |
| |
| |
|
| — | |
Exercisable at June 30, 2022 (unaudited) |
| |
| |
| |
|
| — |
The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic value of options exercised for the six months ended June 30, 2021 were RMB
F-37
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
14. | SHARE-BASED PAYMENTS (continued) |
2013 Share Award Scheme (Continued)
As of June 30, 2022, there were RMB
2021 Share Award Scheme
In November 2021, the Company adopted the 2021 Share Award Scheme. A summary of the activity for the options issued under the 2021 Share Award Scheme is stated below:
|
|
| Weighted- |
|
| |||||
average | Weighted- | |||||||||
Weighted- | grant- | average | Aggregate | |||||||
Number of | average exercise | date | remaining | intrinsic | ||||||
options | price | fair value | contractual term | value | ||||||
US$ | US$ | Years | US$ | |||||||
Outstanding, December 31, 2021 |
| — |
| — |
| — |
| — |
| — |
Granted |
| |
| |
| |
|
|
|
|
Exercised |
| ( |
| |
| |
|
|
|
|
Forfeited |
| ( |
| |
| |
|
|
|
|
Outstanding, June 30, 2022 (unaudited) |
| |
| |
| |
|
| | |
Vested and expected to vest at June 30, 2022 (unaudited) |
| |
| |
| |
|
| | |
Exercisable at June 30, 2022 (unaudited) |
| |
| |
| |
|
| |
The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic value of options exercised for the six months ended June 30, 2022 were RMB
The total weighted-average grant date fair value of the share-based awards granted during the six months ended June 30, 2022 were US$
As of June 30, 2022, there were RMB
F-38
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
14. | SHARE-BASED PAYMENTS (continued) |
Others
In connection with the acquisition of Shenzhen Yunfan, the Company granted
Fair value of share options
The fair value of share options was determined using the binomial tree model, with the assistance from an independent third-party appraiser. The binomial model requires the input of highly subjective assumptions, including the expected share price volatility and the exercise multiple. For expected volatility, the Company has made reference to historical volatility of several comparable companies. The exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it has considered the statistics on exercise patterns of employees compiled by Huddart and Lang in Huddart, S., and M. Lang. 1996. “Employee Stock Option Exercises: An Empirical Analysis.” Journal of Accounting and Economics, vol. 21, no. 1 (February):5-43, which are widely adopted by valuers as authoritative guidance on expected exercise multiples. For the employee exit rate, which represents the annual turnover rate of employees leaving services, the Group uses the historical employee exiting data to have an estimate of that input. The risk-free rate for the period within the contractual life of the options is based on the market yield of U.S. Treasury Bonds in effect at the time of grant.
The assumptions used to estimate the fair value of the share options granted are as follows:
For the six months ended June 30 | ||||
| 2021 |
| 2022 | |
(unaudited) | (unaudited) | |||
Risk-free rate |
| |||
Expected volatility range |
| |||
Exercise multiple |
|
| ||
Fair market value per ordinary share as at valuation dates |
| US$ |
| US$ |
Share-based awards of Camelot
Camelot subsidiary also has an equity incentive plan granting share-based awards that contain
As of June 30, 2022, there were RMB
F-39
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
14. | SHARE-BASED PAYMENTS (continued) |
The acquisition date fair value of each share-based award is estimated on the date of modification using the binomial tree option pricing model with the following assumptions:
| 2021 |
| |
Risk-free rate |
| | % |
Expected volatility |
| | % |
Exercise multiple |
| | |
Fair market value per ordinary share as at valuation dates |
| RMB |
The following table sets forth the amount of share-based compensation expense included in each of the relevant financial statement line items:
For the six months ended June 30, | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Cost of revenues |
| |
| |
| |
Selling and marketing expenses |
| |
| |
| |
General and administrative expenses |
| |
| |
| |
Research and development expenses |
| |
| |
| |
| |
| |
| |
15. | RESTRICTED NET ASSETS |
Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries and the VIEs with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts of net assets restricted include paid in capital and statutory reserve funds of the Company’s PRC subsidiaries and the net assets of the VIEs and VIEs’ subsidiaries in which the Company has no legal ownership, totaling RMB
16. | LOSS PER SHARE |
Basic and diluted loss per share for the periods presented are calculated as follows:
For the six months ended June 30, | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Numerator: |
|
|
|
|
|
|
Net loss attributable to ordinary shareholders—basic and diluted |
| ( |
| ( |
| ( |
Denominator: |
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding—basic and diluted |
| |
| |
| |
Basic and diluted loss per share |
| ( |
| ( |
| ( |
F-40
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
16. | LOSS PER SHARE (continued) |
For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable. The effects of all outstanding options and awarded shares were excluded from the computation of diluted loss per share for the periods presented as their effects would be anti-dilutive.
17. | TREASURY STOCK |
On March 31, 2022, the Company’s shareholders and Board of Directors authorized a share repurchase program (“2022 Share Repurchase Program”) under which the Company may repurchase up to US$
18. | RELATED PARTY TRANSACTIONS |
a) | Related Parties |
Name of related parties |
| Relationship with the Group |
Kingsoft Corporation Limited (“Kingsoft”) and its subsidiaries (“Kingsoft Group”) | ||
Xiaomi Corporation and its subsidiaries (“Xiaomi Group”) |
F-41
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
18. | RELATED PARTY TRANSACTIONS (continued) |
b) | The Group had the following related party transactions: |
For the six months ended June 30 | ||||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | (unaudited) | ||||
Revenues: | ||||||
Public cloud services provided to Xiaomi Group |
| |
| |
| |
Public cloud services provided to Kingsoft Group |
| |
| |
| |
Enterprise cloud services provided to Xiaomi Group |
| — |
| |
| |
Enterprise cloud services provided to Kingsoft Group |
| — |
| |
| |
| |
| |
| | |
Purchase of devices from Xiaomi Group |
| |
| |
| |
Interest expense on loan due to Xiaomi Group |
| — |
| |
| |
Interest expense on loan due to Kingsoft Group |
| — |
| |
| |
Rental of building from Xiaomi Group* |
| |
| |
| |
Rental of office space, and administrative services from Kingsoft Group |
| |
| |
| |
| |
| |
| |
* | The Group entered into agreements to lease building and office space from Xiaomi Group. As of June 30, 2022, the related operating lease right-of-use assets amounted to RMB |
Other than the transactions disclosed above, the Group also provides public cloud services to an equity investee. Revenue generated from the investee represented less than 1% of the Group’s total revenues for the six months ended June 30, 2022.
F-42
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
18. | RELATED PARTY TRANSACTIONS (continued) |
c) | The Group had the following related party balances at the end of the periods: |
As at | ||||||
December 31, | June 30, | June30, | ||||
| 2021 |
| 2022 |
| 2022 | |
RMB | RMB | US$ | ||||
(unaudited) | (unaudited) | |||||
Amounts due from related parties: |
|
|
|
|
|
|
Trade related: | ||||||
Xiaomi Group |
| |
| |
| |
Kingsoft Group |
| |
| |
| |
Others | — | | | |||
Non-trade related: | ||||||
Kingsoft Group | | | | |||
| |
| |
| | |
Amounts due to related parties: |
|
|
|
|
|
|
Trade related: | ||||||
Kingsoft Group | | | | |||
Xiaomi Group | | | | |||
Non-trade related: | ||||||
Kingsoft Group* |
| |
| |
| |
Xiaomi Group** |
| |
| |
| |
| |
| |
| |
* | During 2021, the Group entered into a loan agreement with Kingsoft Group for an aggregate principal amount of RMB |
** | During 2021, the Group entered into several loan agreements with Xiaomi Group which are secured by the Group’s electronic equipment. As of December 31, 2021 and June 30, 2022, the fixed interest rate for these loans was |
| As at June 30, 2022 | |||
RMB |
| US$ | ||
(unaudited) | (unaudited) | |||
Remaining six months of 2022 |
| |
| |
2023 |
| |
| |
2024 |
| |
| |
| |
| |
All the balances with related parties except for the loans from Xiaomi Group were unsecured. All outstanding balances except for loans from Xiaomi Group and Kingsoft Group are repayable on demand unless otherwise disclosed. The effect of adopting ASC 326 on amounts due from related parties was immaterial.
F-43
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
19. | COMMITMENTS AND CONTINGENCIES |
Capital expenditure commitments
The Group has commitments for the construction of a data center of RMB
Other commitments
On May 23, and June 9, 2022, the Group entered into
Contingencies
The Group is currently not involved in any legal or administrative proceedings that may have a material adverse impact on the Group’s business, financial position or results of operations.
20. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
| RMB | |
Balance as of January 1, 2021 |
| ( |
Foreign currency translation adjustments, net of tax of |
| ( |
Balance as of June 30, 2021 (unaudited) |
| ( |
Balance as of January 1, 2022 | ( | |
Foreign currency translation adjustments, net of tax of |
| |
Balance as of June 30, 2022 (unaudited) |
| |
Balance as of June 30, 2022, in US$ (unaudited) |
| |
There have been no reclassifications out of accumulated other comprehensive income (loss) to net loss for the periods presented.
F-44
KINGSOFT CLOUD HOLDINGS LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (continued)
(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)
except for number of shares and per share data)
21. | SUBSEQUENT EVENT |
In October 2022, the Company entered into share purchase agreements with the noncontrolling shareholders of Beijing Camelot to acquire an aggregate of
In October 2022, the Company’s shareholders and Board of Directors authorized to amend the 2021 Share Award Scheme, and increased the maximum aggregate numbers of ordinary shares that are authorized to be issued under the 2021 Share Award Scheme from
In November 2022, the Company and
F-45