UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2018
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Commission File Number: 001-35729
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YY Inc.
Building B-1 North Block of Wanda Plaza
No. 79 Wanbo Er Road, Nancun Town
Panyu District, Guangzhou 511442
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
YY INC. | |||
| By: |
/s/ Jin Bing | ||
| Name: | Jin Bing | ||
| Title: | Chief Financial Officer | ||
Date: March 6, 2018
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EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 99.1 | Press release |
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Exhibit 99.1
YY Reports Fourth Quarter and Full Year 2017 Unaudited Financial Results
Guangzhou, China, March 6, 2018 – 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 fourth quarter and full year of 2017.
Fourth Quarter 2017 Highlights
| · | Net revenues increased by 46.0% to RMB3,626.5 million (US$557.4 million) from RMB2,484.2 million in the corresponding period of 2016. |
| · | Net income attributable to YY increased by 29.4% to RMB740.4 million (US$113.8 million) from RMB572.3 million in the corresponding period of 2016. |
| · | Non-GAAP net income attributable to YY1 increased by 58.5% to RMB 948.9 million (US$145.8 million) from RMB598.6 million in the corresponding period of 2016. |
Full Year 2017 Highlights
| · | Net revenues increased by 41.3% to RMB11,594.8 million (US$1,782.1 million) from RMB8,204.1 million in 2016. |
| · | Net income attributable to YY increased by 63.6% to RMB2,493.2 million (US$383.2 million) from RMB1,523.9 million in 2016. |
| · | Non-GAAP net income attributable to YY increased by 63.6% to RMB2,750.9 million (US$422.8 million) from RMB1,681.2 million in 2016. |
“We are delighted to conclude 2017 with robust growth momentum in both operating and financial performance,” stated Mr. David Xueling Li, Chairman and acting Chief Executive Officer of YY, “In the fourth quarter of 2017, driven by both YY Live and Huya, our mobile live streaming monthly active users (MAU) increased by 36.6% year over year to 76.5 million, and our total live streaming paying users increased by 25.0% year over year to 6.5 million. This further demonstrates the effectiveness and efficiency of our operational capabilities in our live streaming business. For YY Live in particular, we continued our efforts in content enrichment and product innovation by incorporating additional live streaming content and continuously launching new features on our platform, such as a series of casual games. Looking ahead, we will continue to further expand our product offerings and solidify our market leading position to capture the opportunities in China’s rapid growing live streaming industry.”
Mr. Bing Jin, Chief Financial Officer of YY, further commented, “We are pleased to once again deliver strong financial results in the fourth quarter of 2017. Our total net revenues increased by 46.0% year over year to RMB 3,626.5 million, exceeding both our previous guidance and street consensus. Our revenue growth was primarily driven by the robust growth of our live streaming revenues, which increased by 51.9% year over year to RMB3,368.5 million with RMB2,675.8 million coming from YY Live. Huya recently submitted a draft registration statement on a confidential basis to the U.S. Securities and Exchange Committee for a possible initial public offering in the U.S. to attain its own group of investors to fund its long-term growth. We remain confident that we have the right strategy in place to drive our financial performance and sustain our rapid growth for the coming quarters and years.”
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. Please refer to the section titled "Reconciliation of GAAP and Non-GAAP Results" for details.
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Fourth Quarter 2017 Financial Results
NET REVENUES
Net revenues increased by 46.0% to RMB3,626.5 million (US$557.4 million) in the fourth quarter of 2017 from RMB2,484.2 million in the corresponding period of 2016, primarily driven by the increase in live streaming revenues. Live streaming revenues increased by 51.9% to RMB3,368.5 million (US$517.7 million) in the fourth quarter of 2017 from RMB2,218.2 million in the corresponding period of 2016. Live streaming revenues from the YY Live segment were RMB2,675.8 million (US$411.3 million) and from the Huya segment were RMB692.7 million (US$106.4 million) in the fourth quarter of 2017.
Revenues from online games were RMB128.1 million (US$19.7 million) in the fourth quarter of 2017 as compared to RMB125.4 million in the corresponding period of 2016.
Revenues from memberships were RMB50.5 million (US$7.8 million) in the fourth quarter of 2017 as compared to RMB74.7 million in the corresponding period of 2016.
Other revenues, mainly representing revenues from the Company's online advertising revenues, were RMB79.5 million (US$12.2 million) in the fourth quarter of 2017 as compared to RMB65.9 million in the corresponding period of 2016.
COST OF REVENUES AND GROSS PROFIT
Cost of revenues increased by 40.8% to RMB2,196.6 million (US$337.6 million) in the fourth quarter of 2017 from RMB1,559.6 million in the corresponding period of 2016, primarily attributable to an increase in revenue-sharing fees and content costs to RMB 1,828.0 million (US$281.0 million) in the fourth quarter of 2017 from RMB1,222.2 million in the corresponding period of 2016. The increase in revenue-sharing fees and content costs paid to performers, guilds, and content providers was in line with the increase in revenues. In addition, bandwidth costs increased to RMB 181.2 million (US$27.8 million) in the fourth quarter of 2017 from RMB168.9 million in the corresponding period of 2016, primarily reflecting continued user base expansion and live streaming quality improvements but largely offset by the Company’s improved efficiency and pricing terms.
Gross profit increased by 54.7% to RMB1,429.9 million (US$219.8 million) in the fourth quarter of 2017 from RMB924.6 million in the corresponding period of 2016. Gross margin increased to 39.4% in the fourth quarter of 2017 from 37.2% in the corresponding period of 2016.
OPERATING INCOME
Operating expenses in the fourth quarter of 2017 increased by 31.8% to RMB652.9 million (US$100.3 million) from RMB495.5 million in the corresponding period of 2016.
Operating income in the fourth quarter of 2017 increased by 32.2% to RMB821.5 million (US$126.3 million) from RMB621.5 million in the corresponding period of 2016. Operating margin in the fourth quarter of 2017 was 22.7% as compared to 25.0% in the corresponding period of 2016, primarily due to the increase in newly issued share-based compensation in the fourth quarter of 2017.
Non-GAAP operating income2 increased by 59.0% to RMB1,030.0 million (US$158.3 million) in the fourth quarter of 2017 from RMB647.9 million in the corresponding period of 2016. Non-GAAP operating margin3 increased to 28.4% in the fourth quarter of 2017 from 26.1% in the corresponding period of 2016.
2Non-GAAP operating income is a non-GAAP financial measure, which is defined as operating income excluding share-based compensation expenses. Please refer to the section titled "Reconciliation of GAAP and Non-GAAP Results" for details.
3 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.
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NET INCOME
Net income attributable to YY Inc. increased by 29.4% to RMB740.4 million (US$113.8 million) in the fourth quarter of 2017 from RMB572.3 million in the corresponding period of 2016. Net margin in the fourth quarter of 2017 was 20.4% as compared to 23.0% in the corresponding period of 2016, primarily due to the increase in newly issued share-based compensation in the fourth quarter of 2017.
Non-GAAP net income attributable to YY Inc. increased by 58.5% to RMB948.9 million (US$145.8 million) from RMB598.6 million in the corresponding period of 2016. Non-GAAP net margin in the fourth quarter of 2017 increased to 26.2% from 24.1% in the corresponding period of 2016.
NET INCOME PER ADS
Diluted net income per ADS4 increased by 18.4% to RMB11.53 (US$1.77) in the fourth quarter of 2017 from RMB9.74 in the corresponding period of 2016.
Non-GAAP diluted net income per ADS5 increased by 45.2% to RMB14.77(US$2.27) in the fourth quarter of 2017 from RMB10.17 in the corresponding period of 2016.
BALANCE SHEET AND CASH FLOWS
As of December 31, 2017, the Company had cash and cash equivalents of RMB2,617.4 million (US$402.3 million), short-term deposits of RMB6,000.1 million (US$922.2 million), and restricted short-term deposits of RMB1,000.0 million (US$153.7 million). For the fourth quarter of 2017, net cash from operating activities was RMB1,392.0 million (US$213.9 million).
SHARES OUTSTANDING
As of December 31, 2017, the Company had a total of 1,263.2 million common shares, or the equivalent of 63.2 million ADSs, outstanding.
Full Year 2017 Financial Results
For the full year of 2017, net revenues increased by 41.3% to RMB11,594.8 million (US$1,782.1 million) from RMB8,204.1 million in 2016, primarily driven by a 51.9% year-over-year increase in live streaming revenues.
Net income attributable to YY Inc. for the full year of 2017 increased by 63.6% to RMB2,493.2million (US$383.2 million) from RMB1,523.9 million in 2016. Net margin for the full year of 2017 increased to 21.5% from 18.6% in 2016.
Non-GAAP net income attributable to YY Inc. for the full year of 2017 increased by 63.6% to RMB2,750.9 (US$422.8 million) from RMB1,681.2 million in 2016. Non-GAAP net margin for the full year of 2017 increased to 23.7% from 20.5% in 2016.
Diluted net income per ADS for the full year of 2017 increased by 56.6% to RMB41.33 (US$6.35) from RMB26.40 in 2016. Non-GAAP diluted net income per ADS for the full year of 2017 increased by 57.2% to RMB45.56 (US$7.00) from RMB28.98 in 2016.
For the full year of 2017, net cash from operating activities was RMB3,718.5 million (US$559.1 million).
4ADS 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 common shareholders divided by weighted average number of diluted ADS.
5Non-GAAP diluted net income per ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to common shareholders 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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Business Outlook
For the first quarter of 2018, the Company expects net revenues to be between RMB3.00 billion and RMB3.15 billion, representing a year-over-year growth of 32.3% to 39.0%. This forecast reflects the Company's current and preliminary views on the market and operational conditions, which are subject to change.
Recent Development
HUYA Inc. (“Huya”), a Cayman Islands company, which is controlled by YY and primarily operates game live streaming business, has submitted a draft registration statement on Form F-1 on a confidential basis to the U.S. Securities and Exchange Commission (the “SEC”) for a possible initial public offering (the “Proposed IPO”) of American depositary shares (“ADSs”) representing ordinary shares of Huya.
The number of ADSs proposed to be offered and sold and the dollar amount proposed to be raised in the Proposed IPO have not yet been determined. The Proposed IPO is expected to commence after the SEC completes its review process, subject to market and other conditions. However, there can be no assurances as to the timing or completion of the Proposed IPO.
This announcement is being made pursuant to and in accordance with Rule 135 under the U.S. Securities Act of 1933, as amended, and does not constitute an offer to sell or a solicitation of an offer to purchase any securities, in the United States or elsewhere, and it is not intended to, and does not, constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the issuer and management, as well as financial statements.
Conference Call Information
The Company will hold a conference call on Monday, March 5, 2018 at 8:00 pm Eastern Time, or Tuesday, March 6, 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: | #2199901 |
The replay will be accessible through March 13, 2018 by dialing the following numbers:
| United States Toll Free: | +1-855-452-5696 | |
| International: | +61-2-9003-4211 | |
| Conference ID: | #2199901 |
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/.
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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 RMB 6.5063 to US$1.00, the noon buying rate in effect on December 31, 2017 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”), except that the consolidated statement of changes in shareholders’ equity, consolidated statements of cash flows, and the detailed notes have not been presented. YY uses non-GAAP operating income, non-GAAP operating margin, non-GAAP net income attributable to YY Inc., non-GAAP net margin, non-GAAP net income attributable to common shareholders, 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. Non-GAAP operating margin is non-GAAP operating income as a percentage of net revenues. Non-GAAP net income attributable to YY Inc. is net income attributable to YY Inc. excluding share-based compensation expenses. Non-GAAP net margin is non-GAAP net income attributable to YY Inc. as a percentage of net revenues. Non-GAAP net income attributable to common shareholders is net income attributable to common shareholders excluding share-based compensation expenses. Basic and diluted non-GAAP net income per ADS is non-GAAP net income attributable to common shareholders 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 share-based compensation 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 effect of non-cash share-based compensation expenses, which have been and will continue to be significant recurring expenses in its business. 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
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YY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share, ADS and per ADS data)
December 31, 2016 | December 31, 2017 | December 31, 2017 | ||||||||||
| RMB | RMB | US$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 1,579,743 | 2,617,432 | 402,292 | |||||||||
| Short-term deposits | 3,751,519 | 6,000,104 | 922,199 | |||||||||
| Restricted short-term deposits | - | 1,000,000 | 153,697 | |||||||||
| Short-term investment | - | 124,550 | 19,143 | |||||||||
| Accounts receivable, net | 169,571 | 153,944 | 23,661 | |||||||||
| Inventory | 2,266 | 315 | 48 | |||||||||
| Amount due from related parties | 135,245 | 11,190 | 1,720 | |||||||||
| Prepayments and other current assets | 224,732 | 221,939 | 34,111 | |||||||||
| Total current assets | 5,863,076 | 10,129,474 | 1,556,871 | |||||||||
| Non-current assets | ||||||||||||
| Deferred tax assets(1) | 117,811 | 113,017 | 17,370 | |||||||||
| Investments | 918,602 | 1,153,019 | 177,216 | |||||||||
| Property and equipment, net | 838,750 | 1,016,998 | 156,310 | |||||||||
| Land use rights, net | 1,872,394 | 1,832,739 | 281,687 | |||||||||
| Intangible assets, net | 58,926 | 37,481 | 5,761 | |||||||||
| Goodwill | 14,300 | 11,716 | 1,801 | |||||||||
| Amount due from related parties | - | 20,000 | 3,074 | |||||||||
| Other non-current assets | 101,933 | 144,275 | 22,175 | |||||||||
| Total non-current assets | 3,922,716 | 4,329,245 | 665,394 | |||||||||
| Total assets | 9,785,792 | 14,458,719 | 2,222,265 | |||||||||
| Liabilities ,mezzanine equity and shareholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Convertible bonds | 2,768,469 | - | - | |||||||||
| Accounts payable | 137,107 | 76,351 | 11,735 | |||||||||
| Deferred revenue | 430,683 | 758,044 | 116,509 | |||||||||
| Advances from customers | 56,152 | 80,406 | 12,358 | |||||||||
| Income taxes payable | 140,754 | 146,298 | 22,485 | |||||||||
| Accrued liabilities and other current liabilities | 1,066,038 | 1,465,963 | 225,314 | |||||||||
| Amounts due to related parties | 91,245 | 30,502 | 4,688 | |||||||||
| Short-term loan | - | 588,235 | 90,410 | |||||||||
| Total current liabilities | 4,690,448 | 3,145,799 | 483,499 | |||||||||
| Non-current liabilities | ||||||||||||
| Convertible bonds | - | 6,536 | 1,005 | |||||||||
| Deferred revenue | 25,459 | 57,718 | 8,871 | |||||||||
| Deferred tax liabilities | 8,058 | 10,810 | 1,661 | |||||||||
| Total non-current liabilities | 33,517 | 75,064 | 11,537 | |||||||||
| Total liabilities | 4,723,965 | 3,220,863 | 495,036 | |||||||||
(1) Effectively January 2017, ASU 2015-17 issued by FASB requires entities to reclassify deferred tax assets and liabilities as non-current in the balance sheet. Accordingly, the Company retrospectively reclassified RMB107.3 million of deferred tax assets from current assets into non-current assets as of December 31, 2016.
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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, 2016 | December 31, 2017 | December 31, 2017 | ||||||||||
| RMB | RMB | US$ | ||||||||||
| Mezzanine equity | 9,272 | 524,997 | 80,691 | |||||||||
| Shareholders’ equity | ||||||||||||
| Class A common shares (US$0.00001 par value; 10,000,000,000 and 10,000,000,000 shares authorized, 750,115,028 and 945,245,908 shares issued and outstanding as of December 31, 2016 and December 31, 2017, respectively) | 44 | 57 | 9 | |||||||||
| Class B common shares (US$0.00001 par value; 1,000,000,000 and 1,000,000,000 shares authorized, 359,557,976 and 317,982,976 shares issued and outstanding as of December 31, 2016 and December 31, 2017, respectively) | 26 | 23 | 4 | |||||||||
| Additional paid-in capital | 2,165,766 | 5,339,844 | 820,719 | |||||||||
| Statutory reserves | 58,857 | 62,718 | 9,640 | |||||||||
| Retained earnings | 2,728,736 | 5,218,110 | 802,009 | |||||||||
| Accumulated other comprehensive income (loss) | 93,066 | (9,597 | ) | (1,475 | ) | |||||||
| Total YY Inc.’s shareholders’ equity | 5,046,495 | 10,611,155 | 1,630,906 | |||||||||
| Non-controlling interests | 6,060 | 101,704 | 15,632 | |||||||||
| Total shareholders’ equity | 5,052,555 | 10,712,859 | 1,646,538 | |||||||||
| Total liabilities, mezzanine equity and | ||||||||||||
| shareholders’ equity | 9,785,792 | 14,458,719 | 2,222,265 | |||||||||
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YY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
December 31, 2016 | September 30, 2017 | December 31, 2017 | December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2017 | ||||||||||||||||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||||
| Live streaming | 2,218,190 | 2,871,610 | 3,368,520 | 517,732 | 7,027,227 | 10,670,954 | 1,640,096 | |||||||||||||||||||||
| Online games | 125,424 | 122,035 | 128,113 | 19,691 | 634,325 | 543,855 | 83,589 | |||||||||||||||||||||
| Membership | 74,650 | 49,486 | 50,450 | 7,754 | 284,860 | 197,561 | 30,365 | |||||||||||||||||||||
| Others | 65,886 | 49,174 | 79,455 | 12,212 | 257,638 | 182,422 | 28,038 | |||||||||||||||||||||
| Total net revenue | 2,484,150 | 3,092,305 | 3,626,538 | 557,389 | 8,204,050 | 11,594,792 | 1,782,088 | |||||||||||||||||||||
| Cost of revenues(1) | (1,559,557 | ) | (1,889,313 | ) | (2,196,649 | ) | (337,619 | ) | (5,103,430 | ) | (7,026,402 | ) | (1,079,938 | ) | ||||||||||||||
| Gross profit | 924,593 | 1,202,992 | 1,429,889 | 219,770 | 3,100,620 | 4,568,390 | 702,150 | |||||||||||||||||||||
| Operating expenses(1) | ||||||||||||||||||||||||||||
| Research and development expenses | (160,118 | ) | (166,139 | ) | (282,827 | ) | (43,470 | ) | (675,230 | ) | (781,886 | ) | (120,174 | ) | ||||||||||||||
| Sales and marketing expenses | (111,533 | ) | (249,480 | ) | (148,765 | ) | (22,865 | ) | (387,268 | ) | (691,281 | ) | (106,248 | ) | ||||||||||||||
| General and administrative expenses | (206,192 | ) | (144,678 | ) | (218,766 | ) | (33,624 | ) | (482,437 | ) | (544,641 | ) | (83,710 | ) | ||||||||||||||
| Goodwill impairment | (17,665 | ) | - | (2,527 | ) | (388 | ) | (17,665 | ) | (2,527 | ) | (388 | ) | |||||||||||||||
| Total operating expenses | (495,508 | ) | (560,297 | ) | (652,885 | ) | (100,347 | ) | (1,562,600 | ) | (2,020,335 | ) | (310,520 | ) | ||||||||||||||
| Gain on deconsolidation and disposal of subsidiaries | 127,434 | - | - | - | 103,960 | 37,989 | 5,839 | |||||||||||||||||||||
| Other income | 65,027 | 18,667 | 44,534 | 6,845 | 129,504 | 113,187 | 17,397 | |||||||||||||||||||||
| Operating income | 621,546 | 661,362 | 821,538 | 126,268 | 1,771,484 | 2,699,231 | 414,866 | |||||||||||||||||||||
| Gain on partial disposal of investments | 25,061 | - | - | - | 25,061 | 45,861 | 7,049 | |||||||||||||||||||||
| Interest expense | (20,758 | ) | (3,651 | ) | (3,744 | ) | (575 | ) | (81,085 | ) | (32,122 | ) | (4,937 | ) | ||||||||||||||
| Interest income | 26,480 | 47,505 | 74,531 | 11,455 | 67,193 | 180,384 | 27,725 | |||||||||||||||||||||
| Foreign currency exchange gains (losses), net | 385 | (251 | ) | (351 | ) | (54 | ) | 1,158 | (2,176 | ) | (334 | ) | ||||||||||||||||
| Income before income tax expenses | 652,714 | 704,965 | 891,974 | 137,094 | 1,783,811 | 2,891,178 | 444,369 | |||||||||||||||||||||
| Income tax expenses | (85,804 | ) | (74,684 | ) | (151,523 | ) | (23,289 | ) | (280,514 | ) | (415,811 | ) | (63,909 | ) | ||||||||||||||
| Income before share of income in equity method investments, net of income taxes | 566,910 | 630,281 | 740,451 | 113,805 | 1,503,297 | 2,475,367 | 380,460 | |||||||||||||||||||||
| Share of income in equity method investments, net of income taxes | 4,400 | 6,806 | 17,557 | 2,698 | 8,279 | 33,024 | 5,076 | |||||||||||||||||||||
| Net Income | 571,310 | 637,087 | 758,008 | 116,503 | 1,511,576 | 2,508,391 | 385,536 | |||||||||||||||||||||
| Less: Net (loss)/income attributable to the non-controlling interest shareholders and the mezzanine classified non-controlling interest shareholders | (944 | ) | 1,120 | 17,602 | 2,705 | (12,342 | ) | 15,156 | 2,329 | |||||||||||||||||||
| Net income attributable to YY Inc. | 572,254 | 635,967 | 740,406 | 113,798 | 1,523,918 | 2,493,235 | 383,207 | |||||||||||||||||||||
| 8 |
YY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
December 31, 2016 | September 30, 2017 | December 31, 2017 | December 31, 2017 | December 31, 2016 | December 2017 | December 2017 | ||||||||||||||||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
| Net income attributable to YY Inc. | 572,254 | 635,967 | 740,406 | 113,798 | 1,523,918 | 2,493,235 | 383,207 | |||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||
| Unrealized (loss)/gain of available-for-sales securities, net of nil tax | (55,738 | ) | (22,128 | ) | (21,440 | ) | (3,295 | ) | 134,768 | (41,150 | ) | (6,325 | ) | |||||||||||||||
| Foreign currency translation adjustments, net of nil tax | (3,646 | ) | (12,592 | ) | (48,828 | ) | (7,505 | ) | (5,317 | ) | (61,513 | ) | (9,454 | ) | ||||||||||||||
| Comprehensive income attributable to YY Inc. | 512,870 | 601,247 | 670,138 | 102,998 | 1,653,369 | 2,390,572 | 367,428 | |||||||||||||||||||||
Net income per ADS | ||||||||||||||||||||||||||||
| —Basic | 10.11 | 10.60 | 11.63 | 1.79 | 27.04 | 42.03 | 6.46 | |||||||||||||||||||||
| —Diluted | 9.74 | 10.51 | 11.53 | 1.77 | 26.40 | 41.33 | 6.35 | |||||||||||||||||||||
| Weighted average number of ADS used in calculating net income per ADS | ||||||||||||||||||||||||||||
| —Basic | 56,613,257 | 60,008,235 | 63,686,056 | 63,686,056 | 56,367,166 | 59,323,007 | 59,323,007 | |||||||||||||||||||||
| —Diluted | 60,914,063 | 60,503,529 | 64,224,006 | 64,224,006 | 60,805,566 | 60,831,887 | 60,831,887 | |||||||||||||||||||||
| (1) | Share-based compensation was allocated in cost of revenues and operating expenses as follows: |
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
December 31, 2016 | September 30, 2017 | December 31, 2017 | December 31, 2017 | December 31, 2016 | December 2017 | December 2017 | ||||||||||||||||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
| Cost of revenues | 3,440 | (434 | ) | 36,549 | 5,617 | 15,894 | 42,759 | 6,572 | ||||||||||||||||||||
| Research and development expenses | 13,923 | (6,049 | ) | 106,501 | 16,369 | 78,816 | 122,348 | 18,805 | ||||||||||||||||||||
| Sales and marketing expenses | 715 | (74 | ) | 3,679 | 565 | 3,107 | 4,417 | 679 | ||||||||||||||||||||
| General and administrative expenses | 8,270 | 9,700 | 61,731 | 9,488 | 59,469 | 88,137 | 13,546 | |||||||||||||||||||||
| 9 |
YY INC.
RECONCILIATION OF GAAP AND NON-GAAP RESULTS
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||||
December 31, 2016 | September 30, 2017 | December 31, 2017 | December 31, 2017 | December 31, 2016 | December 2017 | December 2017 | ||||||||||||||||||||||
| RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
| Operating income | 621,546 | 661,362 | 821,538 | 126,268 | 1,771,484 | 2,699,231 | 414,866 | |||||||||||||||||||||
| Share-based compensation expenses | 26,348 | 3,143 | 208,460 | 32,039 | 157,286 | 257,661 | 39,602 | |||||||||||||||||||||
| Non-GAAP operating income | 647,894 | 664,505 | 1,029,998 | 158,307 | 1,928,770 | 2,956,892 | 454,468 | |||||||||||||||||||||
| Net income attributable to YY Inc. | 572,254 | 635,967 | 740,406 | 113,798 | 1,523,918 | 2,493,235 | 383,207 | |||||||||||||||||||||
| Share-based compensation expenses | 26,348 | 3,143 | 208,460 | 32,039 | 157,286 | 257,661 | 39,602 | |||||||||||||||||||||
| Non-GAAP net income attributable to YY Inc. | 598,602 | 639,110 | 948,866 | 145,837 | 1,681,204 | 2,750,896 | 422,809 | |||||||||||||||||||||
Non-GAAP net income per ADS | ||||||||||||||||||||||||||||
| —Basic | 10.57 | 10.65 | 14.90 | 2.29 | 29.83 | 46.37 | 7.13 | |||||||||||||||||||||
| —Diluted | 10.17 | 10.56 | 14.77 | 2.27 | 28.98 | 45.56 | 7.00 | |||||||||||||||||||||
| Weighted average number of ADS used in calculating Non-GAAP net income per ADS | ||||||||||||||||||||||||||||
| —Basic | 56,613,257 | 60,008,235 | 63,686,056 | 63,686,056 | 56,367,166 | 59,323,007 | 59,323,007 | |||||||||||||||||||||
| —Diluted | 60,914,063 | 60,503,529 | 64,224,006 | 64,224,006 | 60,805,566 | 60,831,887 | 60,831,887 | |||||||||||||||||||||
| 10 |
YY INC.
UNAUDITED SEGMENT REPORT
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | ||||||||||||||||
| December 31, 2017 | ||||||||||||||||
| YY Live(2) | Huya(2) | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Net revenues | ||||||||||||||||
| Live streaming | 2,675,812 | 692,708 | 3,368,520 | 517,732 | ||||||||||||
| Online games | 117,246 | 10,867 | 128,113 | 19,691 | ||||||||||||
| Membership | 49,560 | 890 | 50,450 | 7,754 | ||||||||||||
| Others | 42,901 | 36,554 | 79,455 | 12,212 | ||||||||||||
| Total net revenue | 2,885,519 | 741,019 | 3,626,538 | 557,389 | ||||||||||||
| Cost of revenues(1) | (1,563,735 | ) | (632,914 | ) | (2,196,649 | ) | (337,619 | ) | ||||||||
| Gross profit | 1,321,784 | 108,105 | 1,429,889 | 219,770 | ||||||||||||
| Operating expenses(1) | ||||||||||||||||
| Research and development expenses | (239,103 | ) | (43,724 | ) | (282,827 | ) | (43,470 | ) | ||||||||
| Sales and marketing expenses | (119,181 | ) | (29,584 | ) | (148,765 | ) | (22,865 | ) | ||||||||
| General and administrative expenses | (182,164 | ) | (36,602 | ) | (218,766 | ) | (33,624 | ) | ||||||||
| Goodwill impairment | (2,527 | ) | - | (2,527 | ) | (388 | ) | |||||||||
| Total operating expenses | (542,975 | ) | (109,910 | ) | (652,885 | ) | (100,347 | ) | ||||||||
| Other income | 44,534 | - | 44,534 | 6,845 | ||||||||||||
| Operating income (loss) | 823,343 | (1,805 | ) | 821,538 | 126,268 | |||||||||||
| Interest expense | (3,744 | ) | - | (3,744 | ) | (575 | ) | |||||||||
| Interest income | 67,597 | 6,934 | 74,531 | 11,455 | ||||||||||||
| Foreign currency exchange losses, net | (351 | ) | - | (351 | ) | (54 | ) | |||||||||
Income before income tax expenses | 886,845 | 5,129 | 891,974 | 137,094 | ||||||||||||
| Income tax expenses | (151,523 | ) | - | (151,523 | ) | (23,289 | ) | |||||||||
| Income before share of income (loss) in equity method investments, net of income taxes | 735,322 | 5,129 | 740,451 | 113,805 | ||||||||||||
| Share of income (loss) in equity method investments, net of income taxes | 17,708 | (151 | ) | 17,557 | 2,698 | |||||||||||
| Net Income(4) | 753,030 | 4,978 | 758,008 | 116,503 | ||||||||||||
| (1) | Share-based compensation was allocated in cost of revenues and operating expenses as follows: |
| Three Months Ended | ||||||||||||||||
| December 31, 2017 | ||||||||||||||||
| YY Live | Huya | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Cost of revenues | 36,320 | 229 | 36,549 | 5,617 | ||||||||||||
| Research and development expenses | 104,569 | 1,932 | 106,501 | 16,369 | ||||||||||||
| Sales and marketing expenses | 3,145 | 534 | 3,679 | 565 | ||||||||||||
| General and administrative expenses | 40,958 | 20,773 | 61,731 | 9,488 | ||||||||||||
| (2) | The Company revamped its internal organization and one sub-business stream previously presented and reviewed under YY Live was changed to be presented and reviewed under Huya from the first quarter of 2017. Segment information for the 3 months ended 31 December 2016 has been restated accordingly. |
| (3) | As the Company has disposed of a great majority of its online education business before the end of 2016 and disposed of the remaining portion of its online education business in the beginning of 2017, 100 Education ceased to be an operating segment starting from the first quarter of 2017. |
| (4) | 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. |
| 11 |
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 | ||||||||||||||||
| December 31, 2017 | ||||||||||||||||
| YY Live | Huya | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Operating income (loss) | 823,343 | (1,805 | ) | 821,538 | 126,268 | |||||||||||
| Share-based compensation expenses | 184,992 | 23,468 | 208,460 | 32,039 | ||||||||||||
| Non-GAAP operating income | 1,008,335 | 21,663 | 1,029,998 | 158,307 | ||||||||||||
| 12 |
YY INC.
UNAUDITED SEGMENT REPORT
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | ||||||||||||||||
| September 30, 2017 | ||||||||||||||||
| YY Live | Huya | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Net revenues | ||||||||||||||||
| Live streaming | 2,319,251 | 552,359 | 2,871,610 | 431,607 | ||||||||||||
| Online games | 113,188 | 8,847 | 122,035 | 18,342 | ||||||||||||
| Membership | 46,139 | 3,347 | 49,486 | 7,438 | ||||||||||||
| Others | 30,193 | 18,981 | 49,174 | 7,391 | ||||||||||||
| Total net revenue | 2,508,771 | 583,534 | 3,092,305 | 464,778 | ||||||||||||
| Cost of revenues(1) | (1,379,016 | ) | (510,297 | ) | (1,889,313 | ) | (283,966 | ) | ||||||||
| Gross profit | 1,129,755 | 73,237 | 1,202,992 | 180,812 | ||||||||||||
| Operating expenses(1) | ||||||||||||||||
| Research and development expenses | (117,231 | ) | (48,908 | ) | (166,139 | ) | (24,971 | ) | ||||||||
| Sales and marketing expenses | (228,318 | ) | (21,162 | ) | (249,480 | ) | (37,497 | ) | ||||||||
| General and administrative expenses(2) | (107,342 | ) | (37,336 | ) | (144,678 | ) | (21,745 | ) | ||||||||
| Total operating expenses | (452,891 | ) | (107,406 | ) | (560,297 | ) | (84,213 | ) | ||||||||
| Other income | 18,569 | 98 | 18,667 | 2,806 | ||||||||||||
| Operating income (loss) | 695,433 | (34,071 | ) | 661,362 | 99,405 | |||||||||||
| Interest expense | (3,651 | ) | - | (3,651 | ) | (549 | ) | |||||||||
| Interest income | 42,738 | 4,767 | 47,505 | 7,140 | ||||||||||||
| Foreign currency exchange losses, net | (251 | ) | - | (251 | ) | (38 | ) | |||||||||
| Income (loss) before income tax expenses | 734,269 | (29,304 | ) | 704,965 | 105,958 | |||||||||||
| Income tax expenses | (74,684 | ) | - | (74,684 | ) | (11,225 | ) | |||||||||
| Income (loss) before share of income in equity method investments, net of income taxes | 659,585 | (29,304 | ) | 630,281 | 94,733 | |||||||||||
| Share of income in equity method investments, net of income taxes | 6,806 | - | 6,806 | 1,023 | ||||||||||||
| Net income (loss) | 666,391 | (29,304 | ) | 637,087 | 95,756 | |||||||||||
| (1) | Share-based compensation was allocated in cost of revenues and operating expenses as follows: |
| Three Months Ended | ||||||||||||||||
| September 30, 2017 | ||||||||||||||||
| YY Live | Huya | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Cost of revenues | (1,190 | ) | 756 | (434 | ) | (65 | ) | |||||||||
| Research and development expenses | (7,973 | ) | 1,924 | (6,049 | ) | (909 | ) | |||||||||
| Sales and marketing expenses | (106 | ) | 32 | (74 | ) | (11 | ) | |||||||||
| General and administrative expenses | 8,473 | 1,227 | 9,700 | 1,458 | ||||||||||||
| (2) | For the three months ended September 30, 2017, the Company reclassified general and administrative expenses of RMB20 million in relation to the loss contingencies recognized against a legal proceeding from YY Live segment to Huya segment. |
| 13 |
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 | ||||||||||||||||
| September 30, 2017 | ||||||||||||||||
| YY Live | Huya | Total | Total | |||||||||||||
| RMB | RMB | RMB | US$ | |||||||||||||
| Operating income (loss) | 695,433 | (34,071 | ) | 661,362 | 99,405 | |||||||||||
| Share-based compensation expenses | (796 | ) | 3,939 | 3,143 | 473 | |||||||||||
| Non-GAAP operating income (loss) | 694,637 | (30,132 | ) | 664,505 | 99,878 | |||||||||||
| 14 |
YY INC.
UNAUDITED SEGMENT REPORT
(All amounts in thousands, except share, ADS and per ADS data)
| Three Months Ended | ||||||||||||||||||||
| December 31, 2016 | ||||||||||||||||||||
| YY Live | Huya | 100 Education | Total | Total | ||||||||||||||||
| RMB | RMB | RMB | RMB | US$ | ||||||||||||||||
| Net revenues | ||||||||||||||||||||
| Live streaming | 1,883,841 | 334,349 | - | 2,218,190 | 319,486 | |||||||||||||||
| Online games | 125,424 | - | - | 125,424 | 18,065 | |||||||||||||||
| Membership | 74,650 | - | - | 74,650 | 10,752 | |||||||||||||||
| Others | 12,952 | 4,926 | 48,008 | 65,886 | 9,490 | |||||||||||||||
| Total net revenue | 2,096,867 | 339,275 | 48,008 | 2,484,150 | 357,793 | |||||||||||||||
| Cost of revenues(1) | (1,147,010 | ) | (387,252 | ) | (25,295 | ) | (1,559,557 | ) | (224,623 | ) | ||||||||||
| Gross profit (loss) | 949,857 | (47,977 | ) | 22,713 | 924,593 | 133,170 | ||||||||||||||
| Operating expenses(1) | ||||||||||||||||||||
| Research and development expenses | (102,992 | ) | (53,082 | ) | (4,044 | ) | (160,118 | ) | (23,062 | ) | ||||||||||
| Sales and marketing expenses | (79,594 | ) | (19,014 | ) | (12,925 | ) | (111,533 | ) | (16,064 | ) | ||||||||||
| General and administrative expenses | (179,867 | ) | (18,070 | ) | (8,255 | ) | (206,192 | ) | (29,698 | ) | ||||||||||
| Goodwill impairment | (3,861 | ) | - | (13,804 | ) | (17,665 | ) | (2,544 | ) | |||||||||||
| Total operating expenses | (366,314 | ) | (90,166 | ) | (39,028 | ) | (495,508 | ) | (71,368 | ) | ||||||||||
| Gain on deconsolidation and disposal of subsidiaries | 127,434 | - | - | 127,434 | 18,354 | |||||||||||||||
| Other income | 65,027 | - | - | 65,027 | 9,366 | |||||||||||||||
| Operating income (loss) | 776,004 | (138,143 | ) | (16,315 | ) | 621,546 | 89,522 | |||||||||||||
| Gain on partial disposal of investments | 25,061 | - | - | 25,061 | 3,610 | |||||||||||||||
| Interest expense | (20,758 | ) | - | - | (20,758 | ) | (2,990 | ) | ||||||||||||
| Interest income | 25,951 | 518 | 11 | 26,480 | 3,814 | |||||||||||||||
| Foreign currency exchange gains, net | 385 | - | - | 385 | 55 | |||||||||||||||
| Income (loss) before income tax expenses | 806,643 | (137,625 | ) | (16,304 | ) | 652,714 | 94,011 | |||||||||||||
| Income tax expenses | (98,992 | ) | - | 13,188 | (85,804 | ) | (12,358 | ) | ||||||||||||
| Income (loss) before share of income in equity method investments, net of income taxes | 707,651 | (137,625 | ) | (3,116 | ) | 566,910 | 81,653 | |||||||||||||
| Share of income in equity method investments, net of income taxes | 4,400 | - | - | 4,400 | 634 | |||||||||||||||
| Net income (loss) | 712,051 | (137,625 | ) | (3,116 | ) | 571,310 | 82,287 | |||||||||||||
| (1) | Share-based compensation was allocated in cost of revenues and operating expenses as follows: |
| Three Months Ended | ||||||||||||||||||||
| December 31, 2016 | ||||||||||||||||||||
| YY Live | Huya | 100 Education | Total | Total | ||||||||||||||||
| RMB | RMB | RMB | RMB | US$ | ||||||||||||||||
| Cost of revenues | 1,977 | 1,399 | 64 | 3,440 | 495 | |||||||||||||||
| Research and development expenses | 9,385 | 3,535 | 1,003 | 13,923 | 2,005 | |||||||||||||||
| Sales and marketing expenses | 699 | 16 | - | 715 | 103 | |||||||||||||||
| General and administrative expenses | 2,671 | 5,591 | 8 | 8,270 | 1,191 | |||||||||||||||
| 15 |
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 | ||||||||||||||||||||
| December 31, 2016 | ||||||||||||||||||||
| YY Live | Huya | 100 Education | Total | Total | ||||||||||||||||
| RMB | RMB | RMB | RMB | US$ | ||||||||||||||||
| Operating income (loss) | 776,004 | (138,143 | ) | (16,315 | ) | 621,546 | 89,522 | |||||||||||||
| Share-based compensation expenses | 14,732 | 10,541 | 1,075 | 26,348 | 3,794 | |||||||||||||||
| Non-GAAP operating income (loss) | 790,736 | (127,602 | ) | (15,240 | ) | 647,894 | 93,316 | |||||||||||||
| 16 |