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 July 2014

 

 

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  x            Form 40-F  ¨

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):  ¨

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):  ¨

 

 

 


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/ Jennifer Xinzhe Li

Name:   Jennifer Xinzhe Li
Title:   Chief Financial Officer

Date: July 25, 2014


Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Baidu Announces Second Quarter 2014 Results

BEIJING, China, July 24, 2014 – Baidu, Inc. (NASDAQ: BIDU), the leading Chinese language Internet search provider, today announced its unaudited financial results for the second quarter ended June 30, 20141.

Second Quarter 2014 Highlights

 

    Total revenues in the second quarter of 2014 were RMB11.986 billion ($1.932 billion), a 58.5% increase from the corresponding period in 2013.

 

    Operating profit in the second quarter of 2014 was RMB3.558 billion ($573.6 million), a 22.5% increase from the corresponding period in 2013.

 

    Net income attributable to Baidu in the second quarter of 2014 was RMB3.547 billion ($571.7 million), a 34.1% increase from the corresponding period in 2013. Diluted earnings attributable to Baidu per ADS for the second quarter of 2014 were RMB10.09 ($1.63); diluted earnings attributable to Baidu per ADS excluding share-based compensation expenses (non-GAAP) for the second quarter of 2014 were RMB10.72 ($1.73).

“We had a great quarter as we continued to build very strong mobile momentum. As the clear leader in mobile search, mobile map and app distribution, mobile revenue for the first time ever contributed to 30 percent of our total revenue”, said Robin Li, chairman and chief executive officer of Baidu. “We deepened our investment in advanced technologies like Deep Learning, which is already yielding near term enhancements in user experience and customer ROI and is expected to drive transformational change over the longer term.”

Mr. Li continued,“Baidu’s scope now embraces ‘connecting people with services’, and we will continue leveraging our vast traffic resources, deep product portfolio and world class technology to fulfill this broader mission. Whether a user is looking for information, content or services, Baidu offers a seamless, integrated experience, from query to fulfillment.”

“In the second quarter, revenue remained on a solid growth trajectory, with mobile as an integral part of our business that is a clear driver of our topline,” commented Jennifer Li, Baidu’s chief financial officer. “We will continue to invest in product and technology to deepen our market leadership and fulfill our long-term vision.”

 

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 RMB6.2036 to US$1.00, the effective noon buying rate as of June 30, 2014 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.


Second Quarter 2014 Results

Baidu reported total revenues of RMB11.986 billion ($1.932 billion) for the second quarter of 2014, representing a 58.5% increase from the corresponding period in 2013.

Online marketing revenues for the second quarter of 2014 were RMB11.837 billion ($1.908 billion), representing a 57.0% increase from the corresponding period in 2013. Baidu had about 488,000 active online marketing customers2 in the second quarter of 2014, representing a 4.3% increase from the corresponding period in 2013 and a 9.4% increase from the first quarter of 2014. Revenue per online marketing customer for the second quarter was approximately RMB24,200 ($3,901), a 50.3% increase from the corresponding period in 2013 and a 15.8% increase compared to the first quarter of 2014.

Traffic acquisition cost (TAC) as a component of cost of revenues was RMB1.517 billion ($244.6 million), representing 12.7% of total revenues, as compared to 11.6% in the corresponding period in 2013 and 12.4% in the first quarter of 2014. The increase reflects increased contribution of contextual ads, mobile and promotion of hao123.

Bandwidth costs as a component of cost of revenues were RMB700.5 million ($112.9 million), representing 5.8% of total revenues, compared to 6.0% in the corresponding period in 2013.

Depreciation costs as a component of cost of revenues were RMB461.9 million ($74.5 million), representing 3.9% of total revenues, compared to 4.7% in the corresponding period in 2013.

Content costs as a component of cost of revenues were RMB354.3 million ($57.1 million), representing 3.0% of total revenues, compared to 2.0% in the corresponding period in 2013, and 4.1% in the previous quarter. Content costs are mainly related to iQiyi.

Selling, general and administrative expenses were RMB2.149 billion ($346.4 million), representing an increase of 99.3% from the corresponding period in 2013, primarily due to an increase in promotional spending for mobile products.

Research and development expenses were RMB1.737 billion ($280.0 million), an 84.5% increase from the corresponding period in 2013. The increase was primarily due to an increase in the number of research and development personnel.

Share-based compensation expenses, which were allocated to related operating costs and expense line items, were RMB220.6 million ($35.6 million) in the second quarter of 2014, compared to RMB83.3 million in the corresponding period in 2013 and RMB169.0 million in the first quarter of 2014. The increase was a result of increased share grants to employees.

Operating profit was RMB3.558 billion ($573.6 million), representing a 22.5% increase from the corresponding period in 2013. Operating profit excluding share-based compensation expenses (non-GAAP) was RMB3.779 billion ($609.1 million), a 26.5% increase from the corresponding period in 2013.

 

2  The number of active online marketing customers and revenue per online active customer exclude our group-buying related businesses for consistency with previous reporting.


Income tax expense was RMB605.6 million ($97.6 million), compared to an income tax expense of RMB513.2 million in the corresponding period in 2013. The effective tax rate for the second quarter of 2014 was 15.4% as compared to 16.3% for the corresponding period in 2013 and 15.1% in the first quarter of 2014.

Net income attributable to Baidu was RMB3.547 billion ($571.7 million), representing a 34.1% increase from the corresponding period in 2013. Basic and diluted earnings per ADS for the second quarter of 2014 amounted to RMB10.12 ($1.63) and RMB10.09 ($1.63), respectively.

Net income attributable to Baidu excluding share-based compensation expenses (non-GAAP) was RMB3.767 billion ($607.3 million), a 38.1% increase from the corresponding period in 2013.

Basic and diluted earnings per ADS excluding share-based compensation expenses (non-GAAP) for the second quarter of 2014 amounted to RMB10.75 ($1.73) and RMB10.72 ($1.73), respectively.

As of June 30, 2014, the Company had cash, cash equivalents and short-term investments of RMB48.659 billion ($7.844 billion). Net operating cash inflow for the second quarter of 2014 was RMB4.128 billion ($665.4 million). Capital expenditures for the second quarter of 2014 were RMB863.7 million ($139.2 million).

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 RMB4.494 billion ($724.5 million) for the second quarter of 2014, representing a 29.3% increase from the corresponding period in 2013.

Outlook for Third Quarter 2014

Baidu currently expects to generate total revenues in an amount ranging from RMB13.420 billion ($2.163 billion) to RMB13.780 billion ($2.221 billion) for the third quarter of 2014, representing a 50.9% to 55.0% year-over-year increase. This forecast reflects Baidu’s current and preliminary view, which is subject to change.

Conference Call Information

Baidu’s management will hold an earnings conference call at 8:00 PM on July 24, 2014 U.S. Eastern Time (8:00 AM on July 25, 2014 Beijing/Hong Kong Time).

Dial-in details for the earnings conference call are as follows:

 

International:    +65-6723-9381
US:    +1-845-675-0437
UK:    +44-20-3059-8139
Hong Kong:    +852-2475-0994
Passcode for all regions:    68594572


A replay of the conference call may be accessed by phone at the following number until August 1, 2014:

 

International:    +61-2-8199-0299
Passcode:    68594572

Additionally, a live and archived webcast of this conference call will be available at http://ir.baidu.com.

About Baidu

Baidu, Inc. is the leading Chinese language Internet search provider. As a technology-based media company, Baidu aims to provide the best and most equitable way for people to find what they’re looking for. In addition to serving individual Internet search users, Baidu provides an effective platform for businesses to reach potential customers. Baidu’s ADSs trade on the NASDAQ Global Select Market under the symbol “BIDU”. Currently, ten ADSs represent one Class A ordinary share.

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 the third quarter 2014 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, Japanese and other 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 the date of the press release, and Baidu undertakes no duty to update such information, except as required under applicable law.


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 earnings per ADS 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 or 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 the non-GAAP financial measures.


For investor and media inquiries, please contact:

China

Sharon Ng

Baidu, Inc.

Tel: +86-10-5992-4958

ir@baidu.com


Baidu, Inc.

Condensed Consolidated Balance Sheets

 

(In RMB thousands except for number of shares and per share data)

   June 30
2014
     December 31
2013
 
     Unaudited      Audited  

ASSETS

     

Current assets:

     

Cash and cash equivalents

     12,367,575         9,691,797   

Restricted cash

     357,683         259,533   

Short-term investments

     36,290,964         28,734,761   

Accounts receivable, net

     2,906,765         2,220,846   

Amounts due from related parties

     50         104   

Deferred tax assets, net

     520,825         286,844   

Other assets, current

     2,120,614         1,835,265   
  

 

 

    

 

 

 

Total current assets

     54,564,476         43,029,150   
  

 

 

    

 

 

 

Non-current assets:

     

Fixed assets, net

     7,232,490         5,370,268   

Intangible assets, net

     3,478,030         3,630,315   

Goodwill

     17,128,542         16,864,350   

Long-term investments, net

     1,888,410         634,777   

Amounts due from related parties

     —           370,916   

Deferred tax assets, net

     96,529         97,940   

Other assets, non-current

     1,035,426         988,072   
  

 

 

    

 

 

 

Total non-current assets

     30,859,427         27,956,638   
  

 

 

    

 

 

 

Total assets

     85,423,903         70,985,788   
  

 

 

    

 

 

 

LIABILITIES AND EQUITY

     

Current liabilities:

     

Short-term loans

     43,430         —     

Accounts payable and accrued liabilities

     9,665,078         7,362,138   

Customer advances and deposits

     3,236,645         2,977,872   

Deferred revenue

     288,964         226,599   

Deferred income

     98,458         77,287   

Long-term loans, current portion

     352,156         343,625   

Capital lease obligation

     81,923         44,907   

Due to Related Parties, Current

     398         398   
  

 

 

    

 

 

 

Total current liabilities

     13,767,052         11,032,826   
  

 

 

    

 

 

 

Non-current liabilities:

     

Deferred income

     454,956         376,491   

Long-term loans

     2,166,920         2,112,359   

Notes payable

     21,656,443         15,116,990   

Amounts due to related parties

     —           373,227   

Deferred tax liabilities

     1,164,346         1,200,270   

Capital lease obligation

     67,976         40,999   

Other Non Current Liabilities

     77,795         67,376   
  

 

 

    

 

 

 

Total non-current liabilities

     25,588,436         19,287,712   
  

 

 

    

 

 

 

Total liabilities

     39,355,488         30,320,538   
  

 

 

    

 

 

 

Equity

     

Class A Ordinary Shares, par value US$0.00005 per share, 825,000,000 shares authorized, and 27,492,452 shares and 27,543,034 shares issued and outstanding as at December 31, 2013 and June 30, 2014

     12         12   

Class B Ordinary Shares, par value US$0.00005 per share, 35,400,000 shares authorized, and 7,537,921 shares and 7,517,921 shares issued and outstanding as at December 31, 2013 and June 30, 2014

     3         3   

Additional paid-in capital

     3,028,939         3,056,418   

Retained earnings

     40,607,274         34,525,386   

Accumulated other comprehensive income

     777,043         843,096   
  

 

 

    

 

 

 

Total Baidu, Inc. shareholders’ equity

     44,413,271         38,424,915   

Noncontrolling interests

     1,655,144         2,240,335   

Total equity

     46,068,415         40,665,250   
  

 

 

    

 

 

 

Total liabilities, redeemable noncontrolling interests, and equity

     85,423,903         70,985,788   
  

 

 

    

 

 

 


Baidu, Inc.

Condensed Consolidated Statements of Income

 

     Three Months Ended  

(In RMB thousands except for share, per share (or ADS) information)

   June 30,
2014
    June 30,
2013
    March 31,
2014
 
     Unaudited     Unaudited     Unaudited  

Revenues:

      

Online marketing services

     11,836,858        7,539,133        9,378,318   

Other services

     148,924        21,682        118,234   
  

 

 

   

 

 

   

 

 

 

Total revenues

     11,985,782        7,560,815        9,496,552   
  

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

      

Cost of revenues (note 1, 2)

     (4,541,422     (2,637,118     (3,837,340

Selling, general and administrative (note 2)

     (2,148,874     (1,078,066     (2,008,890

Research and development (note 2)

     (1,737,216     (941,766     (1,276,650
  

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

     (8,427,512     (4,656,950     (7,122,880
  

 

 

   

 

 

   

 

 

 

Operating profit

     3,558,270        2,903,865        2,373,672   
  

 

 

   

 

 

   

 

 

 

Other income:

      

Interest income

     463,802        317,811        419,495   

Interest expense

     (146,045     (91,249     (121,784

Foreign exchange income (loss), net

     81        (6,382     97,302   

Income (loss) from equity method investments

     (5,501     84        (5,603

Other income, net

     66,888        27,341        77,526   
  

 

 

   

 

 

   

 

 

 

Total other income

     379,225        247,605        466,936   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     3,937,495        3,151,470        2,840,608   
  

 

 

   

 

 

   

 

 

 

Income taxes

     (605,614     (513,170     (430,296

Net income

     3,331,881        2,638,300        2,410,312   
  

 

 

   

 

 

   

 

 

 

Less: net loss attributable to noncontrolling interests

     (214,815     (5,589     (124,880

Net income attributable to Baidu, Inc.

     3,546,696        2,643,889        2,535,192   
  

 

 

   

 

 

   

 

 

 

Earnings per share for Class A and Class B ordinary shares:

      

Net income attributable to Baidu, Inc.-Basic

     101.19        75.19        72.36   

Net income attributable to Baidu, Inc.-Diluted

     100.91        75.15        72.14   

Earnings per ADS (1 Class A ordinary share equals 10 ADSs ):

      

Net income attributable to Baidu, Inc.-Basic

     10.12        7.52        7.24   

Net income attributable to Baidu, Inc.-Diluted

     10.09        7.52        7.21   

Weighted average number of Class A and Class B ordinary shares outstanding:

      

Basic

     35,050,662        34,975,728        35,035,287   

Diluted

     35,148,579        34,994,400        35,143,937   

(1) Cost of revenues are detailed as follows:

      

Sales tax and surcharges

     (872,086     (544,958     (699,370

Traffic acquisition costs

     (1,517,128     (879,971     (1,181,803

Bandwidth costs

     (700,473     (457,287     (646,087

Depreciation costs

     (461,927     (356,979     (430,497

Operational costs

     (627,052     (243,229     (479,542

Content costs

     (354,294     (150,652     (393,639

Share-based compensation expenses

     (8,462     (4,042     (6,402
  

 

 

   

 

 

   

 

 

 

Total cost of revenues

     (4,541,422     (2,637,118     (3,837,340
  

 

 

   

 

 

   

 

 

 

(2) Includes share-based compensation expenses as follows:

      

Cost of revenues

     (8,462     (4,042     (6,402

Selling, general and administrative

     (97,030     (22,135     (76,947

Research and development

     (115,060     (57,107     (85,618
  

 

 

   

 

 

   

 

 

 

Total share-based compensation expenses

     (220,552     (83,284     (168,967
  

 

 

   

 

 

   

 

 

 


Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*) (in RMB thousands, unaudited)

 

    Three months ended June 30, 2013     Three months ended March 31, 2014     Three months ended June 30, 2014  
    GAAP Result     Adjustment     Non-GAAP Results     GAAP Result     Adjustment     Non-GAAP Results     GAAP Result     Adjustment     Non-GAAP Results  

Operating profit

    2,903,865        83,284        2,987,149        2,373,672        168,967        2,542,639        3,558,270        220,552        3,778,822   

 

    Three months ended June 30, 2013     Three months ended March 31, 2014     Three months ended June 30, 2014  
    GAAP Result     Adjustment     Non-GAAP Results     GAAP Result     Adjustment     Non-GAAP Results     GAAP Result     Adjustment     Non-GAAP Results  

Net income attributable to Baidu, Inc.

    2,643,889        83,284        2,727,173        2,535,192        168,967        2,704,159        3,546,696        220,552        3,767,248   

 

(*) The adjustment is only for share-based compensation.


Reconciliation from net cash provided by operating activities to adjusted EBITDA(*) (in RMB thousands, unaudited)

 

    Three months ended
June 30, 2013
    As a % of
total revenues
    Three months ended
March 30, 2014
    As a % of
total revenues
    Three months ended
June 30, 2014
    As a % of
total revenues
 

Net cash provided by operating activities

    3,205,046        42     3,612,458        38     4,127,577        34

Changes in assets and liabilities, net of effects of acquisitions

    6,321        0     (356,407     –4     140,385        1

Income taxes expenses

    513,170        7     430,296        5     605,614        5

Interest income and other, net

    (247,605     –3     (466,936     –5     (379,225     –3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

    3,476,932        46     3,219,411        34     4,494,351        37
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Definition of adjusted EBITDA: earnings before interest, taxes, depreciation, amortization, other non-operating income, and share-based compensation expenses.