YY Reports Second Quarter 2018 Unaudited Financial Results
GUANGZHOU, China, Aug. 14, 2018 (GLOBE NEWSWIRE) -- YY Inc. (NASDAQ: YY) (“YY” or “the Company”), a leading live streaming social media platform in China, today announced its unaudited financial results for the second quarter of 2018.
Second Quarter 2018 Highlights
- Net revenues increased by 44.6% to RMB3,773.2 million (US$570.2 million) from RMB2,609.0 million in the corresponding period of 2017.
- Non-GAAP net income attributable to YY1 increased by 51.6% to RMB873.2 million (US$132.0 million) from RMB576.2 million in the corresponding period of 2017.
“Our strong performance in the second quarter of 2018 once again demonstrated our robust growth momentum in both YY Live and Huya,” stated Mr. David Xueling Li, Chairman and acting Chief Executive Officer of YY. “Our mobile live streaming monthly active users (MAU) increased by 21.3% year over year to 80.2 million, and our total live streaming paying users increased by 21.1% year over year to 6.9 million. During the quarter, we achieved solid progress in traffic acquisition, product advancement, and technology enhancement. We have devised an innovative way to attract traffic to our own ecosystem by promoting our top hosts across various short-form video platforms. We advanced our products further by rolling out two new games into Host Battalion features to enhance user engagement and strengthen the interaction between hosts and users. Meanwhile, we have implemented an AI-based content recommendation technology to accurately and efficiently identify and match live streaming content with user preferences. Looking forward, we remain committed to continuous product innovation and technology advancement to uphold YY’s market leadership in the live streaming industry.”
Mr. Bing Jin, Chief Financial Officer of YY, further commented, “We are pleased to deliver another quarter with strong financial results. During the second quarter, our total net revenues increased by 44.6% year over year to RMB3,773.2 million, exceeding the high end of our previous guidance range. Our total revenue growth was mainly driven by the robust growth of our live streaming revenues, which increased by 50.0% year over year to RMB3,559.7 million. In addition, our non-GAAP net income attributable to YY increased by 51.6% year over year to RMB873.2 million in the second quarter of 2018. Looking ahead, we will continue to bring more innovations and offer more engaging services to users to further grow our market share.”
Second Quarter 2018 Financial Results
NET REVENUES
Net revenues increased by 44.6% to RMB3,773.2 million (US$570.2 million) in the second quarter of 2018 from RMB2,609.0 million in the corresponding period of 2017, primarily driven by an increase in live streaming revenues. Live streaming revenues increased by 50.0% to RMB3,559.7 million (US$538.0 million) in the second quarter of 2018 from RMB2,373.4 million in the corresponding period of 2017.
Other revenues2 decreased by 9.4% to RMB213.6 million (US$32.3 million) in the second quarter of 2018 from RMB235.6 million in the corresponding period of 2017.
COST OF REVENUES AND GROSS PROFIT
Cost of revenues increased by 48.0% to RMB2,313.8 million (US$349.7 million) in the second quarter of 2018 from RMB1,563.4 million in the corresponding period of 2017, primarily attributable to an increase in revenue-sharing fees and content costs to RMB1,882.6 million (US$284.5 million) in the second quarter of 2018 from RMB1,259.0 million in the corresponding period of 2017. The increase in revenue-sharing fees and content costs paid to performers, guilds, and content providers was in line with the increase in live streaming revenues. In addition, bandwidth costs increased to RMB246.0 million (US$37.2 million) in the second quarter of 2018 from RMB165.3 million in the corresponding period of 2017, primarily reflecting continued user base expansion and live streaming quality improvements.
Gross profit increased by 39.6% to RMB1,459.5 million (US$220.6 million) in the second quarter of 2018 from RMB1,045.5 million in the corresponding period of 2017. Gross margin was 38.7% in the second quarter of 2018 compared to 40.1% in the corresponding period of 2017, primarily due to the increase in revenue-sharing fees and content costs.
OPERATING INCOME
Operating expenses were RMB779.6 million (US$117.8 million) in the second quarter of 2018 compared to RMB476.3 million in the corresponding period of 2017.
Operating income increased by 19.1% to RMB713.8 million (US$107.9 million) in the second quarter of 2018 from RMB599.4 million in the corresponding period of 2017. Operating margin was 18.9% in the second quarter of 2018 compared to 23.0% in the corresponding period of 2017, primarily due to the increase in share-based compensation.
Non-GAAP operating income3 increased by 45.5% to RMB933.1 million (US$141.0 million) in the second quarter of 2018 from RMB641.5 million in the corresponding period of 2017. Non-GAAP operating margin4 was 24.7% in the second quarter of 2018 compared to 24.6% in the corresponding period of 2017.
NET INCOME/LOSS
Net loss attributable to YY Inc. was RMB136.9 million (US$20.7 million) in the second quarter of 2018 compared to a net income attributable to YY Inc. of RMB573.7 million in the corresponding period of 2017. Net loss attributable to YY Inc. in the second quarter of 2018 includes a non-recurring and non-cash item of RMB2,273.4 million (US$343.6 million) in fair value loss on derivative liabilities5, which resulted from the preferred shares of HUYA Inc. that existed before its IPO and the increase in HUYA Inc.’s enterprise value as indicated by the price of its initial public offering. Net loss attributable to YY Inc. in the second quarter of 2018 is partially offset by RMB1,205.0 million (US$182.1 million) of fair value change of investments6. The income tax expense in the second quarter of 2018 was significantly impacted by (i) non-recurring fair value loss on derivative liabilities which was non-deductible for income tax purpose, and (ii) gain on fair value change of Bigo Inc. which was non-taxable for income tax purpose.
Non-GAAP net income attributable to YY Inc. increased by 51.6% to RMB873.2 million (US$132.0million) from RMB576.2 million in the corresponding period of 2017. Non-GAAP net margin7 expanded to 23.1% in the second quarter of 2018 compared to 22.1% in the corresponding period of 2017.
NET INCOME PER ADS
Diluted net loss per ADS8 was RMB2.14 (US$0.32) in the second quarter of 2018 compared to diluted net income per ADS RMB9.98 in the corresponding period of 2017.
Non-GAAP diluted net income per ADS9 increased by 34.3% to RMB13.46 (US$2.03) in the second quarter of 2018 from RMB10.02 in the corresponding period of 2017.
BALANCE SHEET AND CASH FLOWS
As of June 30, 2018, the Company had cash and cash equivalents of RMB3,562.3 million (US$538.4 million) and short-term deposits of RMB9,503.5 million (US$1,436.2 million). For the second quarter of 2018, net cash from operating activities was RMB738.3 million (US$111.6 million).
SHARES OUTSTANDING
As of June 30, 2018, the Company had a total of 1,265.4 million common shares, or the equivalent of 63.3 million ADSs, outstanding.
Business Outlook
For the third quarter of 2018, the Company expects net revenues to be between RMB3.89 billion and RMB4.02 billion, representing a year-over-year growth of 25.8% to 30.0%. This forecast reflects the Company's current and preliminary views on the market and operational conditions, which are subject to change.
Conference Call Information
The Company will hold a conference call on Monday, August 13, 2018, at 9:00 pm Eastern Time or Tuesday, August 14, 2018, at 9:00 am Beijing Time to discuss the financial results. Participants may access the call by dialing the following numbers:
United States: +1-845-675-0438
International: +65-6713-5440
China Domestic: 400-1200-654
Hong Kong: +852-3018-6776
Conference ID: #7888877
The replay will be accessible through August 21, 2018, by dialing the following numbers:
United States: +1-646-254-3697
International: +61-2-9003-4211
Conference ID: #7888877
A live and archived webcast of the conference call will also be available at the Company's investor relations website at http://ir.yy.com/.
Exchange Rate
This press release contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars, in this press release, were made at a rate of RMB6.6171 to US$1.00, the noon buying rate in effect on June 29, 2018 in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York.
About YY Inc.
YY Inc. (“YY” or the “Company”) is a leading live streaming social media platform in China. The Company’s highly engaged users contribute to a vibrant social community by creating, sharing, and enjoying a vast range of entertainment content and activities. YY enables users to interact with each other in real time through online live media and offers users a uniquely engaging and immersive entertainment experience. YY Inc. was listed on the NASDAQ in November 2012.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as YY's strategic and operational plans, contain forward-looking statements. YY may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“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 YY’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: YY’s goals and strategies; YY's future business development, results of operations and financial condition; the expected growth of the online communication social platform market in China; the expectation regarding the rate at which to gain active users, especially paying users; YY’s ability to monetize the user base; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in YY’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and YY does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Use of Non-GAAP Financial Measures
The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). YY uses non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributable to YY Inc., non-GAAP net margin, and basic and diluted non-GAAP net income per ADS, which are non-GAAP financial measures. Non-GAAP operating income is operating income excluding share-based compensation expenses, impairment of goodwill and investments, and gain on deconsolidation and disposal of subsidiary. Non-GAAP operating margin is non-GAAP operating income as a percentage of net revenues. Non-GAAP net income is net income excluding share-based compensation expenses, impairment of goodwill and investments, gain on deconsolidation and disposal of subsidiary, gain on deemed disposal and disposal of investments, gain on fair value change of investments and equity investees’ investments, fair value loss on derivative liabilities, and income tax effects of above non-GAAP reconciling items. Non-GAAP net income attributable to YY Inc. is net income attributable to YY Inc. excluding share-based compensation expenses, impairment of goodwill and investments, gain on deconsolidation and disposal of subsidiary, gain on deemed disposal and disposal of investments, gain on fair value change of investments and equity investees’ investments, fair value loss on derivative liabilities, deemed dividend to subsidiary’s Series A preferred shareholders and income tax effects of above non-GAAP reconciling items and adjustment for non-GAAP reconciling items for the income attributable to non-controlling interests. Non-GAAP net margin is non-GAAP net income attributable to YY Inc. as a percentage of net revenues. Basic and diluted non-GAAP net income per ADS is non-GAAP net income attributable to YY Inc. divided by weighted average number of ADS used in the calculation of basic and diluted net income per ADS. The Company believes that separate analysis and exclusion of the non-cash impact of above reconciling items adds clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses the non-GAAP financial measure for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measure is useful supplemental information for investors and analysts to assess its operating performance without the non-cash effect of (i) share-based compensation expenses, which have been and will continue to be significant recurring expenses in its business, (ii) impairment of goodwill and investments, gain on deconsolidation and disposal of subsidiary, gain on deemed disposal and disposal of investments, gain on fair value change of investments and equity investees’ investments, fair value loss on derivative liabilities, and deemed dividend to subsidiary’s Series A preferred shareholders, which may not be recurring in its business, and (iii) income tax expenses and non-GAAP adjustments for net income (loss) attributable to non-controlling interest shareholders, which are affected by above non-GAAP reconciling items. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measure in isolation from or as an alternative to the financial measure prepared in accordance with U.S. GAAP.
The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “YY Inc. Reconciliations of GAAP and Non-GAAP Results” near the end of this release.
Investor Relations Contact
YY Inc.
Matthew Zhao
Tel: +86 (20) 8212-0000
Email: IR@YY.com
ICR, Inc.
Jack Wang
Tel: +1 (646) 915-1611
Email: IR@YY.com
______________________
1 Non-GAAP net income attributable to YY Inc. is a non-GAAP financial measure, which is defined as net income attributable to YY Inc. excluding share-based compensation expenses, impairment of goodwill and investment, gain on deconsolidation and disposal of subsidiary, gain on deemed disposal and disposal of investments (deemed disposal refers to dilution of equity interest in equity-method investments), gain on fair value change of investments and equity investees’ investments, fair value loss on derivative liabilities, deemed dividend to subsidiary’s Series A preferred shareholders, income tax effects on non-GAAP adjustment and non-GAAP adjustment for net (loss) income attributable to non-controlling interests shareholders. These adjustments amounted to RMB1,010.1 million (US152.7 million) and RMB2.5 million in the second quarter of 2018 and 2017 respectively. Please refer to the section titled “Reconciliation of GAAP and Non-GAAP Results” for details.
2 Starting from the first quarter of 2018, the Company re-classified its revenues from online games, revenues from memberships, and other revenues (which mainly represent revenues from the Company’s online advertising revenues) to the category “other revenues” in order to better reflect the Company’s continued strategic shift towards its live streaming business.
3 Non-GAAP operating income is a non-GAAP financial measure, which is defined as operating income excluding share-based compensation expenses, impairment of goodwill and investments and gain on deconsolidation and disposal of a subsidiary. Please refer to the section titled "Reconciliation of GAAP and Non-GAAP Results" for details.
4 Non-GAAP operating margin is a non-GAAP financial measure, which is defined as non-GAAP operating income as a percentage of net revenues. Please refer to the section titled "Reconciliation of GAAP and Non-GAAP Results" for details.
5 Following the completion of the Series B financing of the Company's subsidiary, HUYA Inc. on March 8, 2018, the conversion features of the Series B-2 and Series A Preferred Shares were accounted for derivative liabilities and were measured at fair value. The derivative liabilities were transferred to shareholders' equity upon the completion of HUYA Inc.'s IPO as all preferred shares were converted into ordinary shares of HUYA Inc. upon completion of the IPO.
6 Following the adoption of ASU 2016-01 on January 1, 2018, the Company measures long-term investments other than equity method investments at fair value through earnings. For those investments without readily determinable fair values, the Company elects to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. In the second quarter of 2018, the Company recognised RMB1,205 million (US$182.1 million) of gain on fair value change on investments (primarily from the gain on fair value change of Bigo Inc).
7 Non-GAAP net margin is non-GAAP net income attributable to YY Inc. as a percentage of net revenues.
8 ADS is American Depositary Share. Each ADS represents twenty Class A common shares of the Company. Diluted net income per ADS is net income attributable to YY Inc. divided by weighted average number of diluted ADS.
9 Non-GAAP diluted net income per ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to YY Inc. divided by weighted average number of ADS used in the calculation of diluted net income per ADS. Please refer to the section titled "Reconciliation of GAAP and Non-GAAP Results" for details.
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YY INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (All amounts in thousands, except share, ADS and per ADS data) | ||||||
|
December 31, 2017 |
June 30, 2018 |
June 30, 2018 |
||||
| RMB | RMB | US$ | ||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 2,617,432 | 3,562,329 | 538,352 | |||
| Short-term deposits | 6,000,104 | 9,503,518 | 1,436,206 | |||
| Restricted short-term deposits | 1,000,000 | 727,995 | 110,017 | |||
| Short-term investments | 124,550 | 686,840 | 103,798 | |||
| Accounts receivable, net | 153,944 | 188,389 | 28,470 | |||
| Inventory | 315 | 269 | 41 | |||
| Amount due from related parties | 11,190 | 20,427 | 3,087 | |||
| Prepayments and other current assets | 221,939 | 625,729 | 94,564 | |||
| Total current assets | 10,129,474 | 15,315,496 | 2,314,535 | |||
| Non-current assets | ||||||
| Deferred tax assets | 113,017 | 109,019 | 16,475 | |||
| Investments | 1,153,019 | 4,218,457 | 637,508 | |||
| Property and equipment, net | 1,016,998 | 1,145,356 | 173,090 | |||
| Land use rights, net | 1,832,739 | 1,808,687 | 273,335 | |||
| Intangible assets, net | 37,481 | 61,580 | 9,306 | |||
| Goodwill | 11,716 | 11,728 | 1,772 | |||
| Amount due from related parties | 20,000 | - | - | |||
| Other non-current assets | 144,275 | 166,652 | 25,185 | |||
| Total non-current assets | 4,329,245 | 7,521,479 | 1,136,671 | |||
| Total assets | 14,458,719 | 22,836,975 | 3,451,206 | |||
| Liabilities ,mezzanine equity and shareholders’ equity | ||||||
| Current liabilities | ||||||
| Convertible bonds | - | 6,618 | 1,000 | |||
| Accounts payable | 76,351 | 85,346 | 12,898 | |||
| Deferred revenue | 758,044 | 692,025 | 104,581 | |||
| Advances from customers | 80,406 | 95,311 | 14,404 | |||
| Income taxes payable | 146,298 | 182,692 | 27,609 | |||
| Accrued liabilities and other current liabilities | 1,465,963 | 1,622,057 | 245,131 | |||
| Amounts due to related parties | 30,502 | 24,253 | 3,665 | |||
| Short-term loan | 588,235 | 713,435 | 107,817 | |||
| Total current liabilities | 3,145,799 | 3,421,737 | 517,105 | |||
| Non-current liabilities | ||||||
| Convertible bonds | 6,536 | - | - | |||
| Deferred revenue | 57,718 | 69,272 | 10,469 | |||
| Deferred tax liabilities | 10,810 | 68,991 | 10,426 | |||
| Total non-current liabilities | 75,064 | 138,263 | 20,895 | |||
| Total liabilities | 3,220,863 | 3,560,000 | 538,000 | |||
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YY INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) (All amounts in thousands, except share, ADS and per ADS data) | ||||||
|
December 31, 2017 |
June 30, 2018 |
June 30, 2018 |
||||
| RMB | RMB | US$ | ||||
| Mezzanine equity | 524,997 | - | - | |||
| Shareholders’ equity | ||||||
| Class A common shares (US$0.00001 par value; 10,000,000,000 and 10,000,000,000 shares authorized, 945,245,908 and 977,240,648 shares issued and outstanding as of December 31, 2017 and June 30, 2018, respectively) | 57 | 59 | 9 | |||
| Class B common shares (US$0.00001 par value; 1,000,000,000 and 1,000,000,000 shares authorized, 317,982,976 and 288,182,976 shares issued and outstanding as of December 31, 2017 and June 30, 2018, respectively) | 23 | 21 | 3 | |||
| Additional paid-in capital | 5,339,844 | 10,852,697 | 1,640,099 | |||
| Statutory reserves | 62,718 | 62,718 | 9,478 | |||
| Retained earnings(1) | 5,218,110 | 5,613,163 | 848,281 | |||
| Accumulated other comprehensive (loss) income(1) | (9,597) | 70,206 | 10,610 | |||
| Total YY Inc.’s shareholders’ equity | 10,611,155 | 16,598,864 | 2,508,480 | |||
| Non-controlling interests | 101,704 | 2,678,111 | 404,726 | |||
| Total shareholders’ equity | 10,712,859 | 19,276,975 | 2,913,206 | |||
| Total liabilities, mezzanine equity and | ||||||
| shareholders’ equity | 14,458,719 | 22,836,975 | 3,451,206 | |||
(1) On January 1, 2018, the Company adopted ASU 2016-1, “Classification and Measurement of Financial Instruments”. After the adoption of this new guidance, the Company measures long-term investments other than equity method investments at fair value through earnings. For those investments without readily determinable fair values, the Company elects to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Changes in the basis of these investments are reported in current earnings. Following the adoption of this guidance, accumulated fair value gain, amounting to RMB87.8 million, was reclassified from accumulated other comprehensive loss to retained earnings as of January 1, 2018.
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YY INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (All amounts in thousands, except share, ADS and per ADS data) | ||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||
|
June 30, 2017 |
March 31, 2018 |
June 30, 2018 |
June 30, 2018 |
June 30, 2017 |
June 30, 2018 |
June 30, 2018 |
||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||
| Net revenues(1) | ||||||||||||||
| Live streaming | 2,373,397 | 3,032,035 | 3,559,666 | 537,950 | 4,430,824 | 6,591,701 | 996,162 | |||||||
| Others | 235,594 | 216,896 | 213,564 | 32,275 | 445,125 | 430,460 | 65,053 | |||||||
| Total net revenues | 2,608,991 | 3,248,931 | 3,773,230 | 570,225 | 4,875,949 | 7,022,161 | 1,061,215 | |||||||
| Cost of revenues(2) | (1,563,445) | (2,015,797) | (2,313,772) | (349,666) | (2,940,440) | (4,329,569) | (654,300) | |||||||
| Gross profit | 1,045,546 | 1,233,134 | 1,459,458 | 220,559 | 1,935,509 | 2,692,592 | 406,915 | |||||||
| Operating expenses(2) | ||||||||||||||
| Research and development expenses | (167,359) | (249,465) | (295,946) | (44,724) | (332,920) | (545,411) | (82,424) | |||||||
| Sales and marketing expenses | (204,434) | (235,658) | (246,130) | (37,196) | (293,036) | (481,788) | (72,810) | |||||||
| General and administrative expenses | (104,545) | (163,976) | (237,532) | (35,897) | (181,197) | (401,508) | (60,677) | |||||||
| Total operating expenses | (476,338) | (649,099) | (779,608) | (117,817) | (807,153) | (1,428,707) | (215,911) | |||||||
| Gain on deconsolidation and disposal of subsidiaries | - | - | - | - | 37,989 | - | - | |||||||
| Other income | 30,166 | 12,374 | 33,922 | 5,126 | 49,986 | 46,296 | 6,996 | |||||||
| Operating income | 599,374 | 596,409 | 713,772 | 107,868 | 1,216,331 | 1,310,181 | 198,000 | |||||||
| Interest expenses | (3,459) | (2,019) | (1,548) | (234) | (24,727) | (3,567) | (539) | |||||||
| Interest income and investment income | 27,317 | 92,191 | 128,850 | 19,472 | 58,348 | 221,041 | 33,405 | |||||||
| Foreign currency exchange (losses) gains, net | (281) | 6,719 | (2,823) | (427) | (1,574) | 3,896 | 589 | |||||||
| Gain on deemed disposal and disposal of investments | 45,861 | - | 13,999 | 2,116 | 45,861 | 13,999 | 2,116 | |||||||
| Gain on fair value change of investments | - | 426,547 | 1,205,049 | 182,111 | - | 1,631,596 | 246,573 | |||||||
| Fair value loss on derivative liabilities | - | (11,868) | (2,273,355) | (343,558) | - | (2,285,223) | (345,351) | |||||||
| Other non-operating expenses | - | - | (2,000) | (302) | - | (2,000) | (302) | |||||||
| Income (loss) before income tax expenses | 668,812 | 1,107,979 | (218,056) | (32,954) | 1,294,239 | 889,923 | 134,491 | |||||||
| Income tax expenses | (100,531) | (148,245) | (147,419) | (22,278) | (189,604) | (295,664) | (44,682) | |||||||
| Income (loss) before share of income in equity method investments, net of income taxes | 568,281 | 959,734 | (365,475) | (55,232) | 1,104,635 | 594,259 | 89,809 | |||||||
| Share of income in equity method investments, net of income taxes | 4,726 | 9,179 | 88,992 | 13,449 | 8,661 | 98,171 | 14,836 | |||||||
| Net Income (loss) | 573,007 | 968,913 | (276,483) | (41,783) | 1,113,296 | 692,430 | 104,645 | |||||||
| Less: Net (loss) income attributable to the non-controlling interest shareholders and the mezzanine classified non-controlling interest shareholders | (701) | 35,491 | (139,596) | (21,096) | (3,566) | (104,105) | (15,733) | |||||||
| Deemed dividend to subsidiary’s Series A preferred shareholders | - | 489,284 | - | - | - | 489,284 | 73,942 | |||||||
| Net income (loss) attributable to YY Inc. | 573,708 | 444,138 | (136,887) | (20,687) | 1,116,862 | 307,251 | 46,436 | |||||||
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YY INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED) (All amounts in thousands, except share, ADS and per ADS data) | ||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||
|
June 30, 2017 |
March 31, 2018 |
June 30, 2018 |
June 30, 2018 |
June 30, 2017 |
June 30, 2018 |
June 30, 2018 |
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| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||
|
Net income (loss) per ADS |
||||||||||||||
| —Basic | 10.09 | 6.97 | (2.14) | (0.32) | 19.68 | 4.82 | 0.73 | |||||||
| —Diluted | 9.98 | 6.86 | (2.14) | (0.32) | 19.21 | 4.75 | 0.72 | |||||||
| Weighted average number of ADS used in calculating net income (loss) per ADS |
||||||||||||||
| —Basic | 56,832,278 | 63,694,535 | 63,839,293 | 63,839,293 | 56,757,452 | 63,780,159 | 63,780,159 | |||||||
| —Diluted | 57,488,989 | 64,713,421 | 63,839,293 | 63,839,293 | 59,234,872 | 64,712,271 | 64,712,271 | |||||||
(1) On January 1, 2018, the Company adopted ASC 606, "Revenue from Contracts with Customers" using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Based on the Company’s assessment, the adoption of ASC 606 did not have any material impact on the Company’s consolidated financial statements.
(2) Share-based compensation was allocated in cost of revenues and operating expenses as follows:
| Three Months Ended | Six Months Ended | |||||||||||||
|
June 30, 2017 |
March 31, 2018 |
June 30, 2018 |
June 30, 2018 |
June 30, 2017 |
June 30, 2018 |
June 30, 2018 |
||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||
| Cost of revenues | 3,021 | 19,608 | 24,059 | 3,636 | 6,644 | 43,667 | 6,599 | |||||||
| Research and development expenses | 10,492 | 54,467 | 67,912 | 10,263 | 21,896 | 122,379 | 18,494 | |||||||
| Sales and marketing expenses | 303 | 1,869 | 2,406 | 364 | 812 | 4,275 | 646 | |||||||
| General and administrative expenses | 9,649 | 36,563 | 124,978 | 18,887 | 16,706 | 161,541 | 24,413 | |||||||
|
YY INC. RECONCILIATION OF GAAP AND NON-GAAP RESULTS (All amounts in thousands, except share, ADS and per ADS data) | |||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||
| June 30, 2017 |
March 31, 2018 |
June 30, 2018 |
June 30, 2018 |
June 30, 2017 |
June 30, 2018 |
June 30, 2018 |
|||||||||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||
| Operating income | 599,374 | 596,409 | 713,772 | 107,868 | 1,216,331 | 1,310,181 | 198,000 | ||||||||||||||
| Share-based compensation expenses | 23,465 | 112,507 | 219,355 | 33,150 | 46,058 | 331,862 | 50,152 | ||||||||||||||
| Impairment of goodwill and investments | 18,634 | 18,349 | - | - | 20,334 | 18,349 | 2,773 | ||||||||||||||
| Gain on deconsolidation and disposal of a subsidiary | - | - | - | - | (37,989 | ) | - | - | |||||||||||||
| Non-GAAP operating income | 641,473 | 727,265 | 933,127 | 141,018 | 1,244,734 | 1,660,392 | 250,925 | ||||||||||||||
| Net income (loss) | 573,007 | 968,913 | (276,483 | ) | (41,783 | ) | 1,113,296 | 692,430 | 104,645 | ||||||||||||
| Share-based compensation expenses | 23,465 | 112,507 | 219,355 | 33,150 | 46,058 | 331,862 | 50,152 | ||||||||||||||
| Impairment of goodwill and investments | 18,634 | 18,349 | - | - | 20,334 | 18,349 | 2,773 | ||||||||||||||
| Gain on deconsolidation and disposal of a subsidiary | - | - | - | - | (37,989 | ) | - | - | |||||||||||||
| Gain on deemed disposal and disposal of investments | (45,861 | ) | - | (13,999 | ) | (2,116 | ) | (45,861 | ) | (13,999 | ) | (2,116 | ) | ||||||||
| Gain on fair value change of investments and equity investees’ investments | - | (426,547 | ) | (1,287,301 | ) | (194,541 | ) | - | (1,713,848 | ) | (259,003 | ) | |||||||||
| Fair value loss on derivative liabilities | - | 11,868 | 2,273,355 | 343,558 | - | 2,285,223 | 345,351 | ||||||||||||||
| Income tax effects on non-GAAP adjustments | 6,820 | 44,466 | 30,601 | 4,625 | 12,264 | 75,067 | 11,344 | ||||||||||||||
| Non-GAAP net income | 576,065 | 729,556 | 945,528 | 142,893 | 1,108,102 | 1,675,084 | 253,146 | ||||||||||||||
| Net income (loss) attributable to YY Inc. | 573,708 | 444,138 | (136,887 | ) | (20,687 | ) | 1,116,862 | 307,251 | 46,436 | ||||||||||||
| Share-based compensation expenses | 23,465 | 112,507 | 219,355 | 33,150 | 46,058 | 331,862 | 50,152 | ||||||||||||||
| Impairment of goodwill and investments | 18,634 | 18,349 | - | - | 20,334 | 18,349 | 2,773 | ||||||||||||||
| Gain on deconsolidation and disposal of a subsidiary | - | - | - | - | (37,989 | ) | - | - | |||||||||||||
| Gain on deemed disposal and disposal of investments | (45,861 | ) | - | (13,999 | ) | (2,116 | ) | (45,861 | ) | (13,999 | ) | (2,116 | ) | ||||||||
| Gain on fair value change of investments and equity investees’ investments | - | (426,547 | ) | (1,287,301 | ) | (194,541 | ) | - | (1,713,848 | ) | (259,003 | ) | |||||||||
| Fair value loss on derivative liabilities | - | 11,868 | 2,273,355 | 343,558 | - | 2,285,223 | 345,351 | ||||||||||||||
| Deemed dividend to subsidiary's Series A preferred shareholders | - | 489,284 | - | - | - | 489,284 | 73,942 | ||||||||||||||
| Income tax effects on non-GAAP adjustments | 6,820 | 44,466 | 30,601 | 4,625 | 12,264 | 75,067 | 11,344 | ||||||||||||||
| Non-GAAP adjustments for net (loss) income attributable to the non-controlling interest shareholders | (561 | ) | 5,820 | (211,884 | ) | (32,021 | ) | (1,594 | ) | (206,064 | ) | (31,141 | ) | ||||||||
| Non-GAAP net income attributable to YY Inc. | 576,205 | 699,885 | 873,240 | 131,968 | 1,110,074 | 1,573,125 | 237,738 | ||||||||||||||
| Non-GAAP net income per ADS | |||||||||||||||||||||
| —Basic | 10.14 | 10.99 | 13.68 | 2.07 | 19.56 | 24.66 | 3.73 | ||||||||||||||
| —Diluted | 10.02 | 10.78 | 13.46 | 2.03 | 19.09 | 24.24 | 3.66 | ||||||||||||||
| Weighted average number of ADS used in calculating Non-GAAP net income per ADS | |||||||||||||||||||||
| —Basic | 56,832,278 | 63,694,535 | 63,839,293 | 63,839,293 | 56,757,452 | 63,780,159 | 63,780,159 | ||||||||||||||
| —Diluted | 57,488,989 | 64,713,421 | 64,701,643 | 64,701,643 | 59,234,872 | 64,721,304 | 64,721,304 | ||||||||||||||
| YY INC. UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | |||||||||||||||
| Three Months Ended | |||||||||||||||
| June 30, 2018 | |||||||||||||||
|
YY Live |
Huya |
Elimination(1) |
Total |
Total |
|||||||||||
| RMB | RMB | RMB | RMB | US$ | |||||||||||
| Net revenues | |||||||||||||||
| Live streaming | 2,567,854 | 991,812 | - | 3,559,666 | 537,950 | ||||||||||
| Others | 167,044 | 46,520 | - | 213,564 | 32,275 | ||||||||||
| Total net revenues | 2,734,898 | 1,038,332 | - | 3,773,230 | 570,225 | ||||||||||
| Cost of revenues(2) | (1,441,807 | ) | (871,965 | ) | - | (2,313,772 | ) | (349,666 | ) | ||||||
| Gross profit | 1,293,091 | 166,367 | - | 1,459,458 | 220,559 | ||||||||||
| Operating expenses(2) | |||||||||||||||
| Research and development expenses | (235,982 | ) | (59,964 | ) | - | (295,946 | ) | (44,724 | ) | ||||||
| Sales and marketing expenses | (204,448 | ) | (41,682 | ) | - | (246,130 | ) | (37,196 | ) | ||||||
| General and administrative expenses | (149,059 | ) | (88,473 | ) | - | (237,532 | ) | (35,897 | ) | ||||||
| Total operating expenses | (589,489 | ) | (190,119 | ) | - | (779,608 | ) | (117,817 | ) | ||||||
| Other income | 27,463 | 6,459 | - | 33,922 | 5,126 | ||||||||||
| Operating income (loss) | 731,065 | (17,293 | ) | - | 713,772 | 107,868 | |||||||||
| Interest expenses | (1,548 | ) | - | - | (1,548 | ) | (234 | ) | |||||||
| Interest income and investment income | 86,406 | 42,444 | - | 128,850 | 19,472 | ||||||||||
| Foreign currency exchange losses, net | (2,823 | ) | - | - | (2,823 | ) | (427 | ) | |||||||
| Gain on deemed disposal and disposal of investments | 13,999 | - | - | 13,999 | 2,116 | ||||||||||
| Gain on fair value change of investments | 1,003,050 | - | 201,999 | 1,205,049 | 182,111 | ||||||||||
| Fair value loss on derivative liabilities | - | (2,273,355 | ) | - | (2,273,355 | ) | (343,558 | ) | |||||||
| Other non-operating expenses | (2,000 | ) | - | - | (2,000 | ) | (302 | ) | |||||||
| Income (loss) before income tax expenses | 1,828,149 | (2,248,204 | ) | 201,999 | (218,056 | ) | (32,954 | ) | |||||||
| Income tax (expenses) benefits | (126,522 | ) | 6,070 | (26,967 | ) | (147,419 | ) | (22,278 | ) | ||||||
| Income (loss) before share of income in equity method investments, net of income taxes | 1,701,627 | (2,242,134 | ) | 175,032 | (365,475 | ) | (55,232 | ) | |||||||
| Share of income in equity method investments, net of income taxes | 147,337 | 116,687 | (175,032 | ) | 88,992 | 13,449 | |||||||||
| Net income (loss) | 1,848,964 | (2,125,447 | ) | - | (276,483 | ) | (41,783 | ) | |||||||
(1) Elimination represents the gain resulting from change in fair value of an investment of one of the Company's subsidiaries, on which YY Live segment and Huya segment have joint control and accounted for as equity method investment.
(2) Share-based compensation was allocated in cost of revenues and operating expenses as follows:
| Three Months Ended | |||||
| June 30, 2018 | |||||
| YY Live | Huya | Total | Total | ||
| RMB | RMB | RMB | US$ | ||
| Cost of revenues | 21,406 | 2,653 | 24,059 | 3,636 | |
| Research and development expenses | 62,071 | 5,841 | 67,912 | 10,263 | |
| Sales and marketing expenses | 1,674 | 732 | 2,406 | 364 | |
| General and administrative expenses | 60,100 | 64,878 | 124,978 | 18,887 | |
|
YY INC. RECONCILIATION OF GAAP AND NON-GAAP RESULTS OF UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | ||||||||||||||||
| Three Months Ended | ||||||||||||||||
| June 30, 2018 | ||||||||||||||||
|
YY Live |
Huya |
Elimination |
Total |
Total |
||||||||||||
| RMB | RMB | RMB | RMB | US$ | ||||||||||||
| Operating income (loss) | 731,065 | (17,293 | ) | - | 713,772 | 107,868 | ||||||||||
| Share-based compensation expenses | 145,251 | 74,104 | - | 219,355 | 33,150 | |||||||||||
| Non-GAAP operating income | 876,316 | 56,811 | - | 933,127 | 141,018 | |||||||||||
| Net income (loss) | 1,848,964 | (2,125,447 | ) | - | (276,483 | ) | (41,783 | ) | ||||||||
| Share-based compensation expenses | 145,251 | 74,104 | - | 219,355 | 33,150 | |||||||||||
| Gain on deemed disposal and disposal of investments | (13,999 | ) | - | - | (13,999 | ) | (2,116 | ) | ||||||||
| Gain on fair value change of investments and equity investees’ investments | (1,143,680 | ) | (116,654 | ) | (26,967 | ) | (1,287,301 | ) | (194,541 | ) | ||||||
| Fair value loss on derivative liabilities | - | 2,273,355 | - | 2,273,355 | 343,558 | |||||||||||
| Income tax effects on non-GAAP adjustments | 3,634 | - | 26,967 | 30,601 | 4,625 | |||||||||||
| Non-GAAP net income | 840,170 | 105,358 | - | 945,528 | 142,893 | |||||||||||
|
YY INC. UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | |||||||||||||||
| Three Months Ended | |||||||||||||||
| March 31, 2018 | |||||||||||||||
|
YY Live |
Huya |
Elimination(1) |
Total |
Total |
|||||||||||
| RMB | RMB | RMB | RMB | US$ | |||||||||||
| Net revenues | |||||||||||||||
| Live streaming | 2,239,251 | 792,784 | - | 3,032,035 | 483,378 | ||||||||||
| Others | 168,053 | 50,798 | (1,955 | ) | 216,896 | 34,578 | |||||||||
| Total net revenues | 2,407,304 | 843,582 | (1,955 | ) | 3,248,931 | 517,956 | |||||||||
| Cost of revenues(2) | (1,303,264 | ) | (712,533 | ) | - | (2,015,797 | ) | (321,365 | ) | ||||||
| Gross profit | 1,104,040 | 131,049 | (1,955 | ) | 1,233,134 | 196,591 | |||||||||
| Operating expenses(2) | |||||||||||||||
| Research and development expenses | (198,007 | ) | (51,458 | ) | - | (249,465 | ) | (39,771 | ) | ||||||
| Sales and marketing expenses | (211,673 | ) | (25,940 | ) | 1,955 | (235,658 | ) | (37,569 | ) | ||||||
| General and administrative expenses | (128,193 | ) | (35,783 | ) | - | (163,976 | ) | (26,142 | ) | ||||||
| Total operating expenses | (537,873 | ) | (113,181 | ) | 1,955 | (649,099 | ) | (103,482 | ) | ||||||
| Other income | 2,091 | 10,283 | - | 12,374 | 1,973 | ||||||||||
| Operating income | 568,258 | 28,151 | - | 596,409 | 95,082 | ||||||||||
| Interest expenses | (2,019 | ) | - | - | (2,019 | ) | (322 | ) | |||||||
| Interest income and investment income | 81,607 | 10,584 | - | 92,191 | 14,697 | ||||||||||
| Foreign currency exchange gains, net | 6,719 | - | - | 6,719 | 1,071 | ||||||||||
| Gain on fair value change of investments | 426,547 | - | - | 426,547 | 68,002 | ||||||||||
| Fair value loss on derivative liabilities | - | (11,868 | ) | - | (11,868 | ) | (1,892 | ) | |||||||
| Income before income tax expenses | 1,081,112 | 26,867 | - | 1,107,979 | 176,638 | ||||||||||
| Income tax (expenses) benefits | (152,709 | ) | 4,464 | - | (148,245 | ) | (23,634 | ) | |||||||
| Income before share of income in equity method investments, net of income taxes | 928,403 | 31,331 | - | 959,734 | 153,004 | ||||||||||
| Share of income in equity method investments, net of income taxes | 9,103 | 76 | - | 9,179 | 1,463 | ||||||||||
| Net income | 937,506 | 31,407 | - | 968,913 | 154,467 | ||||||||||
(1) The elimination mainly consists of revenues and expenses generated from advertising services among YY Live and Huya segments.
(2) Share-based compensation was allocated in cost of revenues and operating expenses as follows:
| Three Months Ended | |||||
| March 31, 2018 | |||||
| YY Live | Huya | Total | Total | ||
| RMB | RMB | RMB | US$ | ||
| Cost of revenues | 19,353 | 255 | 19,608 | 3,126 | |
| Research and development expenses | 52,677 | 1,790 | 54,467 | 8,683 | |
| Sales and marketing expenses | 1,451 | 418 | 1,869 | 298 | |
| General and administrative expenses | 14,659 | 21,904 | 36,563 | 5,829 | |
|
YY INC. RECONCILIATION OF GAAP AND NON-GAAP RESULTS OF UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | ||||||||||||
| Three Months Ended | ||||||||||||
| March 31, 2018 | ||||||||||||
|
YY Live |
Huya |
Total |
Total |
|||||||||
| RMB | RMB | RMB | US$ | |||||||||
| Operating income | 568,258 | 28,151 | 596,409 | 95,082 | ||||||||
| Share-based compensation expenses | 88,140 | 24,367 | 112,507 | 17,936 | ||||||||
| Impairment of goodwill and investments | 18,349 | - | 18,349 | 2,925 | ||||||||
| Non-GAAP operating income | 674,747 | 52,518 | 727,265 | 115,943 | ||||||||
| Net income | 937,506 | 31,407 | 968,913 | 154,467 | ||||||||
| Share-based compensation expenses | 88,140 | 24,367 | 112,507 | 17,936 | ||||||||
| Impairment of goodwill and investments | 18,349 | - | 18,349 | 2,925 | ||||||||
| Gain on fair value change of investments and equity investees’ investments | (426,547 | ) | - | (426,547 | ) | (68,002 | ) | |||||
| Fair value loss on derivative liabilities | - | 11,868 | 11,868 | 1,892 | ||||||||
| Income tax effects on non-GAAP adjustments | 44,466 | - | 44,466 | 7,089 | ||||||||
| Non-GAAP net income | 661,914 | 67,642 | 729,556 | 116,307 | ||||||||
|
YY INC. UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | ||||||||||||
| Three Months Ended | ||||||||||||
| June 30, 2017 | ||||||||||||
|
YY Live |
Huya |
Total |
Total |
|||||||||
| RMB | RMB | RMB | US$ | |||||||||
| Net revenues | ||||||||||||
| Live streaming | 1,931,569 | 441,828 | 2,373,397 | 350,095 | ||||||||
| Others | 216,058 | 19,536 | 235,594 | 34,752 | ||||||||
| Total net revenues | 2,147,627 | 461,364 | 2,608,991 | 384,847 | ||||||||
| Cost of revenues(1) | (1,159,554 | ) | (403,891 | ) | (1,563,445 | ) | (230,620 | ) | ||||
| Gross profit | 988,073 | 57,473 | 1,045,546 | 154,227 | ||||||||
| Operating expenses(1) | ||||||||||||
| Research and development expenses | (132,223 | ) | (35,136 | ) | (167,359 | ) | (24,687 | ) | ||||
| Sales and marketing expenses | (183,119 | ) | (21,315 | ) | (204,434 | ) | (30,156 | ) | ||||
| General and administrative expenses | (86,678 | ) | (17,867 | ) | (104,545 | ) | (15,421 | ) | ||||
| Total operating expenses | (402,020 | ) | (74,318 | ) | (476,338 | ) | (70,264 | ) | ||||
| Other income | 30,156 | 10 | 30,166 | 4,450 | ||||||||
| Operating income (loss) | 616,209 | (16,835 | ) | 599,374 | 88,413 | |||||||
| Interest expenses | (3,459 | ) | - | (3,459 | ) | (510 | ) | |||||
| Interest income and investment income | 25,445 | 1,872 | 27,317 | 4,029 | ||||||||
| Gain on deemed disposal and disposal of investments | 45,861 | - | 45,861 | 6,765 | ||||||||
| Foreign currency exchange losses, net | (281 | ) | - | (281 | ) | (41 | ) | |||||
| Income (loss) before income tax expenses | 683,775 | (14,963 | ) | 668,812 | 98,656 | |||||||
| Income tax expenses | (100,531 | ) | - | (100,531 | ) | (14,829 | ) | |||||
| Income (loss) before share of income in equity method investments, net of income taxes | 583,244 | (14,963 | ) | 568,281 | 83,827 | |||||||
| Share of income in equity method investments, net of income taxes | 4,726 | - | 4,726 | 697 | ||||||||
| Net Income (loss)(2) | 587,970 | (14,963 | ) | 573,007 | 84,524 | |||||||
(1) Share-based compensation was allocated in cost of revenues and operating expenses as follows:
|
Three Months Ended |
|||||
|
June 30, 2017 |
|||||
| YY Live | Huya | Total | Total | ||
| RMB | RMB | RMB | US$ | ||
| Cost of revenues | 2,372 | 649 | 3,021 | 446 | |
| Research and development expenses | 8,229 | 2,263 | 10,492 | 1,548 | |
| Sales and marketing expenses | 282 | 21 | 303 | 45 | |
| General and administrative expenses | 6,872 | 2,777 | 9,649 | 1,423 | |
(2) Starting from the three months ended December 31, 2017, the Company reviews the financial performance of the operating segments up to the net income of each segment. Segment information for comparative periods has been revised to be presented on the same basis as the three months ended December 31, 2017
|
YY INC. RECONCILIATION OF GAAP AND NON-GAAP RESULTS OF UNAUDITED SEGMENT REPORT (All amounts in thousands, except share, ADS and per ADS data) | |||||||||||||
| Three Months Ended | |||||||||||||
| June 30, 2017 | |||||||||||||
|
YY Live |
Huya |
Total |
Total |
||||||||||
| RMB | RMB | RMB | US$ | ||||||||||
| Operating income (loss) | 616,209 | (16,835 | ) | 599,374 | 88,413 | ||||||||
| Share-based compensation expenses | 17,755 | 5,710 | 23,465 | 3,462 | |||||||||
| Impairment of goodwill and investments | 18,634 | - | 18,634 | 2,749 | |||||||||
| Non-GAAP operating income (loss) | 652,598 | (11,125 | ) | 641,473 | 94,624 | ||||||||
| Net income | 587,970 | (14,963 | ) | 573,007 | 84,524 | ||||||||
| Share-based compensation expenses | 17,755 | 5,710 | 23,465 | 3,461 | |||||||||
| Impairment of goodwill and investments | 18,634 | - | 18,634 | 2,749 | |||||||||
| Gain on deemed disposal and disposal of investments | (45,861 | ) | - | (45,861 | ) | (6,765 | ) | ||||||
| Income tax effects on non-GAAP adjustments | 6,820 | - | 6,820 | 1,006 | |||||||||
| Non-GAAP net income | 585,318 | (9,253 | ) | 576,065 | 84,975 | ||||||||
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