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 2015
Commission File Number: 000-51469
BAIDU, INC.
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
The Peoples 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 28, 2015
Exhibit Index
Exhibit 99.1Press Release
Exhibit 99.1
Baidu Announces Second Quarter 2015 Results
BEIJING, China, July 27, 2015 Baidu, Inc. (NASDAQ: BIDU), the leading Chinese language Internet search provider, today announced its unaudited financial results for the second quarter ended June 30, 20151.
With Baidus cornerstone search business delivering solid growth and enjoying ample runway ahead, and with powerful mobile gateways to leverage, we are ideally positioned to capture the O2O e-commerce opportunity and build the Next Baidu, said Robin Li, chairman and CEO of Baidu. As we continue to connect people with services and enable closed loop transactions, we are creating a transactional business model as Baidu grows and evolves in the age of mobile.
We delivered solid financial results in the second quarter of 2015, with our core search business exhibiting strong growth and attractive profitability, said Jennifer Li, CFO of Baidu. With the solid base of our core search business, coupled with upward momentum of our O2O e-commerce initiatives, we continue to invest decisively in the Next Baidu. We are delighted by the progress we have achieved and are confident that these investments will generate long term shareholder value. Going forward, we will report the financial impact of the new initiatives, namely O2O & Other2 and iQiyi.
Second Quarter 2015 Operational Highlights
| Mobile search monthly active users (MAUs) were 629 million for the month of June 2015, an increase of 24% year-over-year |
| Mobile maps MAUs were 304 million for the month of June 2015, an increase of 48% year-over-year |
| Gross merchandise value3 (GMV) for O2O services totaled RMB40.5 billion ($6.5 billion) for the second quarter of 2015, an increase of 109% year-over-year |
Second Quarter 2015 Financial Highlights
| Total revenues in the second quarter of 2015 were RMB16.575 billion ($2.673 billion), a 38.3% increase from the corresponding period in 2014. Mobile revenue represented 50% of total revenues for the second quarter of 2015, flat from the first quarter of 2015. |
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 RMB6.2000 to US$1.00, the effective noon buying rate as of June 30, 2015 in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. |
2 | O2O (online to offline) & Other includes Qunar, Baidu Nuomi, Baidu Takeout Delivery, Baidu Maps, Baidu Connect, Baidu Wallet and other products. |
3 | Gross merchandise value (GMV) for O2O services is defined as GMV generated by Qunar, Baidu Nuomi and Baidu Takeout Delivery. GMV generated by Qunar is defined as the value of confirmed orders of products and services, excluding cancellations. GMV generated by Baidu Nuomi and Baidu Takeout Delivery is defined as the value of confirmed orders of products and services, regardless of whether the service has been consumed or delivered. |
| Operating profit in the second quarter of 2015 was RMB3.470 billion ($559.6 million), a 2.5% decrease from the corresponding period in 2014. O2O & Other reduced operating margins by 25.3 percentage points and iQiyi reduced operating margins by 5.1 percentage points. |
| Net income attributable to Baidu in the second quarter of 2015 was RMB3.662 billion ($590.6 million), a 3.3% increase from the corresponding period in 2014. Diluted earnings attributable to Baidu per ADS for the second quarter of 2015 were RMB10.19 ($1.64); diluted earnings attributable to Baidu per ADS excluding share-based compensation expenses (non-GAAP) for the second quarter of 2015 were RMB11.19 ($1.81). |
Second Quarter 2015 Results
Baidu reported total revenues of RMB16.575 billion ($2.673 billion) for the second quarter of 2015, representing a 38.3% increase from the corresponding period in 2014.
Online marketing revenues for the second quarter of 2015 were RMB16.227 billion ($2.617 billion), representing a 37.1% increase from the corresponding period in 2014. Baidu had about 590,000 active online marketing customers4 in the second quarter of 2015, representing a 20.9% increase from the corresponding period in 2014 and a 12.6% increase from the first quarter of 2015. Revenue per online marketing customer for the second quarter was approximately RMB27,400 ($4,419), a 13.2% increase from the corresponding period in 2014 and a 15.1% increase compared to the first quarter of 2015.
Traffic acquisition cost as a component of cost of revenues was RMB2.112 billion ($340.6 million), representing 12.7% of total revenues, flat from the corresponding period in 2014 and compared to 13.5% in the first quarter of 2015.
Bandwidth costs as a component of cost of revenues were RMB896.2 million ($144.5 million), representing 5.4% of total revenues, compared to 5.8% in the corresponding period in 2014. Depreciation costs as a component of cost of revenues were RMB616.1 million ($99.4 million), representing 3.7% of total revenues, compared to 3.9% in the corresponding period in 2014.
Content costs as a component of cost of revenues were RMB840.2 million ($135.5 million), representing 5.1% of total revenues, compared to 3.0% in the corresponding period in 2014 and 4.8% in the previous quarter. The year-over-year increase was mainly due to iQiyis increased content costs.
Selling, general and administrative expenses were RMB3.890 billion ($627.4 million), representing an increase of 81.0% from the corresponding period in 2014, primarily due to an increase in promotional spending for O2O.
4 | The number of active online marketing customers and revenue per online active customer exclude those associated with our group-buying and takeout delivery related businesses for consistency with previous reporting. |
Research and development expenses were RMB2.713 billion ($437.5 million), a 56.2% increase from the corresponding period in 2014. 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 RMB354.7 million ($57.2 million) in the second quarter of 2015, compared to RMB220.6 million in the corresponding period in 2014 and RMB291.1 million in the first quarter of 2015. The increase from the corresponding period was a result of increased share grants to employees.
Operating profit was RMB3.470 billion ($559.6 million), representing a 2.5% decrease from the corresponding period in 2014. Operating profit excluding share-based compensation expenses (non-GAAP) was RMB3.824 billion ($616.8 million), a 1.2% increase from the corresponding period in 2014.
Income tax expense was RMB763.0 million ($123.1 million), compared to an income tax expense of RMB605.6 million in the corresponding period in 2014. The effective tax rate for the second quarter of 2015 was 19.0% compared to 15.4% for the corresponding period in 2014 and 20.7% in the first quarter of 2015.
Net income attributable to Baidu was RMB3.662 billion ($590.6 million), representing a 3.3% increase from the corresponding period in 2014. Basic and diluted earnings per ADS for the second quarter of 2015 amounted to RMB10.22 ($1.65) and RMB10.19 ($1.64), respectively.
Net income attributable to Baidu excluding share-based compensation expenses (non-GAAP) was RMB4.017 billion ($647.9 million), a 6.6% increase from the corresponding period in 2014. Basic and diluted earnings per ADS excluding share-based compensation expenses (non-GAAP) for the second quarter of 2015 amounted to RMB11.23 ($1.81) and RMB11.19 ($1.81), respectively.
As of June 30, 2015, the Company had cash, cash equivalents and short-term investments of RMB74.959 billion ($12.090 billion). Net operating cash inflow for the second quarter of 2015 was RMB5.727 billion ($923.8 million). Capital expenditures for the second quarter of 2015 were RMB923.1 million ($148.9 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 RMB4.707 billion ($759.1 million) for the second quarter of 2015, representing a 4.7% increase from the corresponding period in 2014.
Outlook for Third Quarter 2015
Baidu currently expects to generate total revenues in an amount ranging from RMB18.170 billion ($2.931 billion) to RMB18.580 billion ($2.997 billion) for the third quarter of 2015, representing a 34.4% to 37.4% year-over-year increase. This forecast reflects Baidus current and preliminary view, which is subject to change.
Conference Call Information
Baidus management will hold an earnings conference call at 8:00 PM on July 27, 2015, U.S. Eastern Time (8:00 AM on July 28, 2015, Beijing/Hong Kong Time).
Dial-in details for the earnings conference call are as follows:
International: | +65 67135090 | |
China | 4006208038 | |
US: | +1 8456750437 | |
UK: | +44 2030598139 | |
Hong Kong: | +852 30186771 | |
Passcode for all regions: | 79830113 |
A replay of the conference call may be accessed by phone at the following number until August 4, 2015:
International: | +61 2 8199 0299 | |
Passcode: | 79830113 |
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 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. Baidus 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 2015 and quotations from management in this announcement, as well as Baidus 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 Baidus 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 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 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 Baidus 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 managements internal comparisons to Baidus 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:
Sharon Ng
Baidu, Inc.
Tel: +86-10-5992-4958
Email: ir@baidu.com
Baidu, Inc.
Condensed Consolidated Statements of Income
Three Months Ended | ||||||||||||
(In RMB thousands except for share, per share (or ADS) information) |
June 30, 2015 |
June 30, 2014 |
March 31, 2015 |
|||||||||
Unaudited | Unaudited | Unaudited | ||||||||||
Revenues: |
||||||||||||
Online marketing services |
16,227,496 | 11,836,858 | 12,518,757 | |||||||||
Other services |
347,742 | 148,924 | 205,859 | |||||||||
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|
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|
|
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Total revenues |
16,575,238 | 11,985,782 | 12,724,616 | |||||||||
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Operating costs and expenses: |
||||||||||||
Cost of revenues (note 1, 2) |
(6,503,020 | ) | (4,541,422 | ) | (5,326,103 | ) | ||||||
Selling, general and administrative (note 2) |
(3,889,844 | ) | (2,148,874 | ) | (2,956,867 | ) | ||||||
Research and development (note 2) |
(2,712,681 | ) | (1,737,216 | ) | (2,286,333 | ) | ||||||
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Total operating costs and expenses |
(13,105,545 | ) | (8,427,512 | ) | (10,569,303 | ) | ||||||
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Operating profit |
3,469,693 | 3,558,270 | 2,155,313 | |||||||||
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Other income: |
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Interest income |
612,523 | 463,802 | 561,213 | |||||||||
Interest expense |
(213,522 | ) | (146,045 | ) | (199,128 | ) | ||||||
Foreign exchange income, net |
5,396 | 81 | 8,992 | |||||||||
Loss from equity method investments |
(2,417 | ) | (5,501 | ) | (7,979 | ) | ||||||
Other income, net |
142,382 | 66,888 | 90,875 | |||||||||
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Total other income |
544,362 | 379,225 | 453,973 | |||||||||
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Income before income taxes |
4,014,055 | 3,937,495 | 2,609,286 | |||||||||
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Income taxes |
(762,951 | ) | (605,614 | ) | (541,000 | ) | ||||||
Net income |
3,251,104 | 3,331,881 | 2,068,286 | |||||||||
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Less: net loss attributable to noncontrolling interests |
(410,909 | ) | (214,815 | ) | (380,994 | ) | ||||||
Net income attributable to Baidu, Inc. |
3,662,013 | 3,546,696 | 2,449,280 | |||||||||
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Earnings per share for Class A and Class B ordinary shares: |
||||||||||||
Net income attributable to Baidu, Inc.-Basic |
102.23 | 101.19 | 67.86 | |||||||||
Net income attributable to Baidu, Inc.-Diluted |
101.86 | 100.91 | 67.57 | |||||||||
Earnings per ADS (1 Class A ordinary share equals 10 ADSs ): |
||||||||||||
Net income attributable to Baidu, Inc.-Basic |
10.22 | 10.12 | 6.79 | |||||||||
Net income attributable to Baidu, Inc.-Diluted |
10.19 | 10.09 | 6.76 | |||||||||
Weighted average number of Class A and Class B ordinary shares outstanding: |
||||||||||||
Basic |
35,141,734 | 35,050,662 | 35,112,842 | |||||||||
Diluted |
35,268,366 | 35,148,579 | 35,267,371 | |||||||||
(1) Cost of revenues are detailed as follows: |
||||||||||||
Sales tax and surcharges |
(1,175,617 | ) | (872,086 | ) | (948,209 | ) | ||||||
Traffic acquisition costs |
(2,111,734 | ) | (1,517,128 | ) | (1,721,629 | ) | ||||||
Bandwidth costs |
(896,156 | ) | (700,473 | ) | (849,628 | ) | ||||||
Depreciation costs |
(616,072 | ) | (461,927 | ) | (582,437 | ) | ||||||
Operational costs |
(850,503 | ) | (627,052 | ) | (607,068 | ) | ||||||
Content costs |
(840,223 | ) | (354,294 | ) | (608,420 | ) | ||||||
Share-based compensation expenses |
(12,715 | ) | (8,462 | ) | (8,712 | ) | ||||||
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Total cost of revenues |
(6,503,020 | ) | (4,541,422 | ) | (5,326,103 | ) | ||||||
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(2) Includes share-based compensation expenses as follows: |
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Cost of revenues |
(12,715 | ) | (8,462 | ) | (8,712 | ) | ||||||
Selling, general and administrative |
(130,418 | ) | (97,030 | ) | (117,855 | ) | ||||||
Research and development |
(211,592 | ) | (115,060 | ) | (164,509 | ) | ||||||
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Total share-based compensation expenses |
(354,725 | ) | (220,552 | ) | (291,076 | ) | ||||||
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Baidu, Inc.
Condensed Consolidated Balance Sheets
(In RMB thousands except for number of shares and per share data) |
June 30 2015 |
December 31 2014 |
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Unaudited | Audited | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
21,296,827 | 13,852,725 | ||||||
Restricted cash |
646,400 | 413,010 | ||||||
Short-term investments |
53,661,977 | 43,818,037 | ||||||
Accounts receivable, net |
3,804,167 | 3,664,447 | ||||||
Amounts due from related parties |
50 | 50 | ||||||
Deferred tax assets, net |
985,126 | 684,952 | ||||||
Other assets, current |
4,053,862 | 3,407,427 | ||||||
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Total current assets |
84,448,409 | 65,840,648 | ||||||
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Non-current assets: |
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Fixed assets, net |
9,863,213 | 8,705,364 | ||||||
Intangible assets, net |
3,633,241 | 3,574,359 | ||||||
Goodwill |
17,727,971 | 17,418,895 | ||||||
Long-term investments, net |
5,582,952 | 2,878,922 | ||||||
Deferred tax assets, net |
258,011 | 259,127 | ||||||
Other assets, non-current |
1,197,292 | 893,952 | ||||||
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Total non-current assets |
38,262,680 | 33,730,619 | ||||||
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Total assets |
122,711,089 | 99,571,267 | ||||||
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LIABILITIES AND EQUITY |
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Current liabilities: |
||||||||
Short-term loans |
49,650 | 93,000 | ||||||
Accounts payable and accrued liabilities |
16,057,112 | 12,964,893 | ||||||
Customer advances and deposits |
4,691,757 | 4,296,440 | ||||||
Deferred revenue |
313,442 | 164,809 | ||||||
Deferred income |
522,625 | 518,543 | ||||||
Long-term loans, current portion |
2,171,870 | 2,167,405 | ||||||
Capital lease obligation |
48,768 | 57,346 | ||||||
Due to Related Parties, Current |
1,521 | 8,385 | ||||||
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Total current liabilities |
23,856,745 | 20,270,821 | ||||||
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Non-current liabilities: |
||||||||
Deferred income |
42,413 | 39,626 | ||||||
Long-term loans |
1,861,890 | 1,860,000 | ||||||
Notes payable |
31,795,845 | 21,556,782 | ||||||
Amounts due to related parties |
| 8 | ||||||
Deferred tax liabilities |
1,107,326 | 1,143,821 | ||||||
Capital lease obligation |
27,159 | 50,079 | ||||||
Other Non Current Liabilities |
170,337 | 144,542 | ||||||
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Total non-current liabilities |
35,004,970 | 24,794,858 | ||||||
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Total liabilities |
58,861,715 | 45,065,679 | ||||||
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Redeemable noncontrolling interests |
2,032,524 | 1,894,502 | ||||||
Equity |
||||||||
Class A Ordinary Shares, par value US$0.00005 per share, 825,000,000 shares authorized, and 27,613,315 shares and 27,657,626 shares issued and outstanding as at December 31, 2014 and June 30, 2015 |
12 | 12 | ||||||
Class B Ordinary Shares, par value US$0.00005 per share, 35,400,000 shares authorized, and 7,492,921 shares and 7,492,921 shares issued and outstanding as at December 31, 2014 and June 30, 2015 |
3 | 3 | ||||||
Additional paid-in capital |
5,497,383 | 3,633,919 | ||||||
Retained earnings |
53,619,055 | 47,659,772 | ||||||
Accumulated other comprehensive income (loss) |
1,028,775 | 231,923 | ||||||
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Total Baidu, Inc. shareholders equity |
60,145,228 | 51,525,629 | ||||||
Noncontrolling interests |
1,671,622 | 1,085,457 | ||||||
Total equity |
61,816,850 | 52,611,086 | ||||||
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Total liabilities, redeemable noncontrolling interests, and equity |
122,711,089 | 99,571,267 | ||||||
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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 June 30, 2014 | Three months ended March 31, 2015 | Three months ended June 30, 2015 | ||||||||||||||||||||||||||||||||||
GAAP Result |
Adjustment | Non-GAAP Results |
GAAP Result |
Adjustment | Non-GAAP Results |
GAAP Result |
Adjustment | Non-GAAP Results |
||||||||||||||||||||||||||||
Operating profit |
3,558,270 | 220,552 | 3,778,822 | 2,155,313 | 291,076 | 2,446,389 | 3,469,693 | 354,725 | 3,824,418 | |||||||||||||||||||||||||||
Three months ended June 30, 2014 | Three months ended March 31, 2015 | Three months ended June 30, 2015 | ||||||||||||||||||||||||||||||||||
GAAP Result |
Adjustment | Non-GAAP Results |
GAAP Result |
Adjustment | Non-GAAP Results |
GAAP Result |
Adjustment | Non-GAAP Results |
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Net income attributable to Baidu, Inc. |
3,546,696 | 220,552 | 3,767,248 | 2,449,280 | 291,076 | 2,740,356 | 3,662,013 | 354,725 | 4,016,738 |
(*) | The adjustment is only for share-based compensation. |
Reconciliation from net cash provided by operating activities to free cash flow (in RMB thousands, unaudited)
Three months ended | As a % of | Three months ended | As a % of | Three months ended | As a % of | |||||||||||||||||||
June 30, 2014 | total revenues | March 31, 2015 | total revenues | June 30, 2015 | total revenues | |||||||||||||||||||
Net cash provided by operating activities |
4,127,577 | 34 | % | 2,839,481 | 22 | % | 5,727,404 | 35 | % | |||||||||||||||
Less: Capital expenditures |
(863,717 | ) | -7 | % | (1,021,341 | ) | -8 | % | (923,146 | ) | -6 | % | ||||||||||||
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Free cash flow |
3,263,860 | 27 | % | 1,818,140 | 14 | % | 4,804,258 | 29 | % | |||||||||||||||
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