Form 6-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2010
 
Commission File Number: 000-51469
 
BAIDU, INC.
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
The 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 þ       Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
 
 

 

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
BAIDU, INC.
 
       
By
  :   /s/ Robin Yanhong Li
 
       
Name:
  :   Robin Yanhong Li
Title:
  :   Chief Executive Officer
Date: April 29, 2010

 

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Exhibit Index
Exhibit 99.1—Press Release
Exhibit 99.2—Press Release

 

3

Exhibit 99.1
Exhibit 99.1
Baidu Announces First Quarter 2010 Results
BEIJING, China, April 28, 2010 — Baidu, Inc. (NASDAQ: BIDU), the leading Chinese language Internet search provider, today announced its unaudited financial results for the first quarter ended March 31, 20101.
First Quarter 2010 Highlights
   
Total revenues in the first quarter of 2010 were RMB1.294 billion ($189.6 million), a 59.6% increase from the corresponding period in 2009.
 
   
Operating profit in the first quarter of 2010 was RMB530.8 million ($77.8 million), a 167.4% increase from the corresponding period in 2009.
 
   
Net income in the first quarter of 2010 was RMB480.5 million ($70.4 million), a 165.3% increase from the corresponding period in 2009. Diluted earnings per share (“EPS”) for the first quarter of 2010 was RMB13.77 ($2.02); diluted EPS excluding share-based compensation expenses (non-GAAP) for the first quarter of 2010 was RMB14.33 ($2.10).
“We delivered a quarter of record revenue and strong profitability despite the usual seasonality associated with the Chinese New Year holiday,” said Robin Li, chairman and chief executive officer of Baidu. “In particular, Phoenix Nest’s performance continued to exceed our expectations as customers increasingly appreciate the new platform’s advanced tools and superior return on investment. Looking ahead, we will continue to innovate and educate Chinese companies about the benefits of search engine marketing with Baidu.”
Jennifer Li, Baidu’s chief financial officer, added, “True to our commitment to managing for profitable growth, we delivered both strong top and bottom line results in the first quarter. For the rest of the year, we will aggressively expand our R&D and sales teams to drive improvements in technology and monetization while investing in network infrastructure to support traffic growth.”
First Quarter 2010 Results
Baidu reported total revenues of RMB1.294 billion ($189.6 million) for the first quarter of 2010, representing a 59.6% increase from the corresponding period in 2009.
 
     
1  
This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.8258 to US$1.00, the effective noon buying rate as of March 31, 2010 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

 

1


 

Online marketing revenues for the first quarter of 2010 were RMB1.293 billion ($189.5 million), representing a 59.6% increase from the corresponding period in 2009. Baidu had around 221,000 active online marketing customers in the first quarter of 2010, representing a 19.5% increase from the corresponding period in 2009 and a 0.9% decrease from the previous quarter. Revenue per online marketing customer for the first quarter was approximately RMB5,900 ($864), a 34.1% increase from the corresponding period in 2009 and a 3.5% increase from the previous quarter.
Traffic acquisition costs (TAC) as a component of cost of revenues were RMB171.3 million ($25.1 million), representing 13.2% of total revenues, as compared to 15.3% in the corresponding period in 2009 and 16.0% in the fourth quarter of 2009. The decrease in TAC as a percentage of total revenues reflects initiatives to drive quality improvements on Baidu Union traffic.
Bandwidth costs as a component of cost of revenues were RMB58.0 million ($8.5 million), representing 4.5% of total revenues, compared to 6.0% in the corresponding period in 2009. Depreciation costs as a component of cost of revenues were RMB65.9 million ($9.7 million), representing 5.1% of total revenues, compared to 7.4% in the corresponding period in 2009. The decreases in bandwidth and depreciation costs as percentages of total revenues reflect efficiency improvements as well as increased scalability of investment in capital expenditure.
Selling, general and administrative expenses were RMB214.6 million ($31.4 million), representing an increase of 5.0% from the corresponding period in 2009, primarily due to increased sales headcount. The increase was partly offset by lower marketing expenses.
Research and development expenses were RMB122.1 million ($17.9 million), representing a 42.6% increase from the corresponding period in 2009, primarily due to increased R&D personnel expenses.
Share-based compensation expenses, which were allocated to related operating costs and expense line items, decreased in aggregate by 16.7% to RMB19.5 million ($2.9 million) in the first quarter of 2010 from RMB23.5 million in the corresponding period in 2009.
Operating profit was RMB530.8 million ($77.8 million), representing a 167.4% increase from the corresponding period in 2009. Operating profit excluding share-based compensation expenses (non-GAAP) was RMB550.3 million ($80.6 million), a 147.9% increase from the corresponding period in 2009.
Income tax expense was RMB70.7 million ($10.4 million), compared to an income tax expense of RMB26.9 million for the corresponding period in 2009. The effective tax rate for the first quarter of 2010 was 12.8% as compared to 12.9% for the corresponding period in 2009.
Net income was RMB480.5 million ($70.4 million), representing a 165.3% increase from the corresponding period in 2009. Basic and diluted EPS for the first quarter of 2010 amounted to RMB13.82 ($2.02) and RMB13.77 ($2.02), respectively.

 

2


 

Net income excluding share-based compensation expenses (non-GAAP) was RMB500.1 million ($73.3 million), a 144.4% increase from the corresponding period in 2009. Basic and diluted EPS excluding share based compensation expenses (non-GAAP) for the first quarter of 2010 amounted to RMB14.38 ($2.11) and RMB14.33 ($2.10), respectively.
As of March 31, 2010, the Company had cash, cash equivalents and short-term investments of RMB4.909 billion ($719.2 million). Net operating cash inflow and capital expenditures for the first quarter of 2010 were RMB426.2 million ($62.4 million) and RMB105.3 million ($15.4 million), respectively.
Adjusted EBITDA (non-GAAP), defined in this announcement as earnings before interest, taxes, depreciation, amortization, other non-operating income and share-based compensation expenses, was RMB641.2 million ($93.9 million) for the first quarter of 2010, representing a 116.1% increase from the corresponding period in 2009.
Outlook for Second Quarter 2010
Baidu currently expects to generate total revenues in an amount ranging from RMB 1.830 billion ($268.1 million) to RMB 1.870 billion ($274.0 million) for the second quarter of 2010, representing a 67% to 70% year-over-year increase. This forecast reflects Baidu’s current and preliminary view, which is subject to change.
Earnings Conference Call
Baidu’s management will hold an earnings conference call at 8:00 PM on April 28, 2010 U.S. Eastern Time (8:00 AM on April 29, 2010 Beijing/Hong Kong time).
Dial-in details for the earnings conference call are as follows:
     
US:
  +1.617.597.5364
UK:
  +44.207.365.8426
Hong Kong:
  +852.3002.1672
Passcode for all regions: 83504881
A replay of the conference call may be accessed by phone at the following number until May 6, 2010:
International: +1.617.801.6888
Passcode: 34704854
Additionally, a live and archived webcast of this conference call will be available at http://ir.baidu.com.

 

3


 

About Baidu
Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best way for people to find information. In addition to serving individual Internet search users, Baidu provides an effective platform for businesses to reach potential customers. Baidu’s ADSs, each of which represents one Class A ordinary share, currently trade on the NASDAQ Global Select Market under the symbol “BIDU”.
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,” “confident” and similar statements. Among other things, the outlook for second quarter 2010 and quotations from management in this announcement, as well as Baidu’s strategic and operational plans, contain forward-looking statements. Baidu may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Baidu’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: our growth strategies; our future business development, including development of new products and services; our ability to attract and retain users and customers; competition in the Chinese and Japanese language Internet search markets; competition for online marketing customers; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of ongoing, or any future, litigation or arbitration, including those relating to intellectual property rights; the expected growth of the Chinese language Internet search market and the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and Internet search providers and general economic conditions in China, Japan and elsewhere. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. Baidu does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of April 28, 2010, and Baidu undertakes no duty to update such information, except as required under applicable law.

 

4


 

About Non-GAAP Financial Measures
To supplement Baidu’s consolidated financial results presented in accordance with GAAP, Baidu uses the following measures defined as non-GAAP financial measures by the SEC: adjusted EBITDA, operating profit excluding share-based compensation expenses, net income excluding share-based compensation expenses, and basic and diluted EPS excluding share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned “Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures” and “Reconciliation from net cash provided by operating activities to adjusted EBITDA” set forth at the end of this release.
Baidu believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by excluding certain expenses, particularly share-based compensation expenses, that may not be indicative of its operating performance and financial condition from a cash perspective. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Baidu’s historical performance and liquidity. Baidu has computed its non-GAAP financial measures using the same consistent method from quarter to quarter since April 1, 2006. We believe these non-GAAP financial measures are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude share-based compensation charge that has been and will continue to be for the foreseeable future a significant recurring expense in our results of operations. A limitation of using non-GAAP Adjusted EBITDA is that it does not include all items that impact our net income for the period. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables have more details on the reconciliations between GAAP financial measures that are most directly comparable to non-GAAP financial measures.
For investor and media inquiries, please contact:
China
Victor Tseng
Baidu, Inc.
Tel: 86-10-5992-7244
ir@baidu.com
Cynthia He
Brunswick Group LLC
Tel: 86-10-6566-2256
che@brunswickgroup.com
U.S.
Ms. Kate Tellier
Brunswick Group LLC
Tel: 1-212-333-3810
ktellier@brunswickgroup.com

 

5


 

Baidu, Inc.
Condensed Consolidated Balance Sheets
                         
    March 31     December 31     March 31  
(in RMB thousands)   2010     2009     2009  
    Unaudited     Audited     Unaudited  
ASSETS
                       
Current assets:
                       
Cash and cash equivalents
    4,157,130       4,199,889       2,494,320  
Short-term investments
    751,894       381,149       276,329  
Accounts receivable, net
    153,686       161,610       76,434  
Other assets,current
    118,822       91,067       76,785  
Deferred tax assets, net
    10,118       9,157       5,580  
 
                 
Total current assets
    5,191,650       4,842,872       2,929,448  
 
                 
 
                       
Non-current assets:
                       
Fixed assets, net
    1,036,921       997,557       767,159  
Intangible assets, net
    120,054       122,595       122,928  
Goodwill
    63,691       63,691       54,083  
Long-term investments, net
    14,577       14,308       12,300  
Deferred tax assets, net
    33,799       33,799       27,679  
Other assets,non-current
    99,222       82,153       85,416  
 
                 
Total non-current assets
    1,368,264       1,314,103       1,069,565  
 
                 
 
                       
TOTAL ASSETS
    6,559,914       6,156,975       3,999,013  
 
                 
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Current liabilities:
                       
Accounts payable and accrued liabilities, current
    664,078       749,861       410,740  
Customer advances and deposits, current
    573,724       607,828       379,090  
Deferred revenue
    59,170       42,035       5,662  
Deferred income
                52  
 
                 
Total current liabilities
    1,296,972       1,399,724       795,544  
 
                 
 
                       
Non-current liabilities:
                       
Long-term payable for business acquisition
    4,150       4,150        
 
                 
Total non-current liabilities
    4,150       4,150        
 
                 
 
                       
Total liabilities
    1,301,122       1,403,874       795,544  
 
                 
 
                       
Shareholders’ equity
                       
Class A Ordinary Shares, Par value US$0.00005 per share, 825,000,000 shares authorized, and 26,298,960 shares and 26,330,659 shares issued and outstanding as at December 31, 2009 and March 31, 2010
    11       11       11  
Class B Ordinary Shares, Par value US$0.00005 per share, 35,400,000 shares authorized, and 8,454,332 shares and 8,454,332 shares issued and outstanding as at December 31, 2009 and March 31, 2010
    4       4       4  
Additional paid-in capital
    1,455,395       1,426,070       1,183,217  
Accumulated other comprehensive loss
    (117,684 )     (113,513 )     (116,305 )
Retained earnings
    3,921,066       3,440,529       2,136,542  
 
                 
Total shareholders’ equity
    5,258,792       4,753,101       3,203,469  
 
                 
 
                       
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    6,559,914       6,156,975       3,999,013  
 
                 

 

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Baidu, Inc.
Condensed Consolidated Statements of Income
                         
    For the Three Months Ended  
    March 31,     March 31,     December 31,  
(in RMB thousands except for share, per share information)   2010     2009     2009  
    Unaudited     Unaudited     Unaudited  
Revenues:
                       
Online marketing services
    1,293,396       810,193       1,260,301  
Other services
    519       518       593  
 
                 
Total revenues
    1,293,915       810,711       1,260,894  
 
                 
 
                       
Operating costs and expenses:
                       
Cost of revenues (note 1, 2)
    (426,405 )     (322,235 )     (452,559 )
Selling, general and administrative (note 2)
    (214,568 )     (204,300 )     (221,767 )
Research and development (note 2)
    (122,129 )     (85,670 )     (124,402 )
 
                 
Total operating costs and expenses
    (763,102 )     (612,205 )     (798,728 )
 
                 
 
                       
Operating profit
    530,813       198,506       462,166  
 
                 
 
                       
Other income:
                       
Interest income
    11,374       9,123       9,313  
Exchange loss, net
    (1 )           (40 )
Gain and loss from equity method investments
    247             (167 )
Other income, net
    8,797       385       27,507  
 
                 
Total other income
    20,417       9,508       36,613  
 
                 
 
                       
Income before income taxes
    551,230       208,014       498,779  
 
                 
 
                       
Income taxes
    (70,693 )     (26,897 )     (70,915 )
 
                       
Net income
    480,537       181,117       427,864  
 
                 
 
                       
Earnings per share for Class A and Class B ordinary shares:
Basic
    13.82       5.25       12.33  
Diluted
    13.77       5.22       12.27  
 
                       
Weighted average aggregate number of Class A and Class B ordinary shares outstanding:
Basic
    34,766,823       34,525,338       34,702,168  
Diluted
    34,894,049       34,727,972       34,877,586  
 
                       
(1) Cost of revenues are detailed as follows:
                       
Business tax and surcharges
    (81,301 )     (48,868 )     (78,822 )
Traffic acquisition costs
    (171,349 )     (124,119 )     (201,880 )
Bandwidth costs
    (58,012 )     (48,280 )     (54,403 )
Depreciation costs
    (65,888 )     (59,616 )     (67,628 )
Operational costs
    (48,256 )     (39,719 )     (48,298 )
Share-based compensation expenses
    (1,599 )     (1,633 )     (1,528 )
 
                 
Total cost of revenues
    (426,405 )     (322,235 )     (452,559 )
 
                 
 
                       
(2) Includes share-based compensation expenses as follows:
                       
Cost of revenues
    (1,599 )     (1,633 )     (1,528 )
Selling, general and administrative
    (8,593 )     (11,156 )     (7,472 )
Research and development
    (9,339 )     (10,665 )     (9,728 )
 
                 
Total share-based compensation expenses
    (19,531 )     (23,454 )     (18,728 )
 
                 

 

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Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*) (in RMB thousands, unaudited)
                                                                         
    Three months ended     Three months ended     Three months ended  
    March 31, 2009     December 31, 2009     March 31, 2010  
    GAAP             Non-GAAP     GAAP             Non-GAAP     GAAP             Non-GAAP  
    Result     Adjustment     Results     Result     Adjustment     Results     Result     Adjustment     Results  
Operating profit
    198,506       23,454       221,960       462,166       18,728       480,894       530,813       19,531       550,344  
 
                                                                       
                                                                         
    Three months ended     Three months ended     Three months ended  
    March 31, 2009     December 31, 2009     March 31, 2010  
    GAAP             Non-GAAP     GAAP             Non-GAAP     GAAP             Non-GAAP  
    Result     Adjustment     Results     Result     Adjustment     Results     Result     Adjustment     Results  
Net income
    181,117       23,454       204,571       427,864       18,728       446,592       480,537       19,531       500,068  
     
(*)  
The adjustment is only for share-based compensation.

 

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Reconciliation from net cash provided by operating activities to adjusted EBITDA(*) (in RMB thousands, unaudited)
                                                 
    Three months ended     As a % of     Three months ended     As a % of     Three months ended     As a % of  
    March 31, 2009     total revenues     December 31, 2009     total revenues     March 31, 2010     total revenues  
Net cash provided by operating activities
    247,438       31 %     779,079       62 %     426,169       33 %
 
                                               
Changes in assets and liabilities, net of effects of acquisitions
    31,799       4 %     (244,723 )     -20 %     164,711       13 %
Income taxes expenses
    26,897       3 %     70,915       6 %     70,693       5 %
Interest income and other, net
    (9,508 )     -1 %     (36,613 )     -3 %     (20,417 )     -2 %
 
                                   
 
                                               
Adjusted EBITDA
    296,626       37 %     568,658       45 %     641,156       49 %
 
                                   
     
(*)  
Definition of adjusted EBITDA: earnings before interest, taxes, depreciation, amortization, other non-operating income, and share-based compensation expenses.

 

9

Exhibit 99.2
Exhibit 99.2
Baidu Announces ADS to Share Ratio Change
BEIJING, April 28, 2010 — Baidu, Inc. (Nasdaq: BIDU), the leading Chinese language Internet search provider, today announced that it will change the ratio of its American depositary shares (“ADSs”) representing Class A ordinary shares from one (1) ADS for one (1) share to ten (10) ADSs for one (1) share.
The record date for the ratio change is May 10, 2010. For Baidu’s ADS holders, this ratio change will have the same effect as a 10-for-1 ADS split. There will be no change to Baidu’s ordinary shares. Furthermore, no action by ADS holders is required to effect the ratio change.
The effect of the ratio change on the ADS trading price on Nasdaq is expected to take place on May 12, 2010.
About Baidu
Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best way for people to find information. In addition to serving individual Internet search users, Baidu provides an effective platform for businesses to reach potential customers. Baidu’s ADSs, each of which represents one Class A ordinary share, are currently trading on the NASDAQ Global Select Market under the symbol “BIDU.”
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,” “confident” and similar statements. Statements that are not historical facts, including statements about Baidu’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those contained in any forward- looking statements. 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: our growth strategies; our future business development, including development of new products and services; our ability to attract and retain users and customers; competition in the Chinese and Japanese language Internet search markets; competition for online marketing customers; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of ongoing, or any future, litigation or arbitration, including those relating to intellectual property rights; the expected growth of the Chinese language Internet search market and the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and Internet search providers and general economic conditions in China, Japan and elsewhere. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with the Securities and Exchange Commission. All information provided in this press release is as of April 28, 2010, and Baidu undertakes no duty to update such information, except as required under applicable law.

 

 


 

For investor inquiries please contact:
In China:
Mr. Victor Tseng
Baidu, Inc.
Tel: +86-10-5992-7244
Email: ir@baidu.com
Ms. Cynthia He
Brunswick Group LLC
Tel: +86-10-6566-9504
Email: che@brunswickgroup.com
In the U.S.:
Ms. Kate Tellier
Brunswick Group LLC
Tel: +1-212-333-3810
Email: ktellier@brunswickgroup.com