Youku Tudou Announces First Quarter 2013 Unaudited Financial Results

BEIJING, May 15, 2013 /PRNewswire/ -- Youku Tudou Inc. (NYSE: YOKU, and formerly Youku Inc. or "Youku"), China's leading Internet television company ("Youku Tudou" or the "Company"), today announced its unaudited financial results for first quarter 2013.

Basis of Presentation

On August 23, 2012, the Company and Tudou Holdings Limited ("Tudou") announced the completion of the merger between Youku and Tudou. Following the completion of the merger, Tudou's financial results were consolidated into the Company from the date of the completion of the merger.

This press release includes the Company's selected unaudited pro forma combined financial information for the three months ended March 31, 2012 derived from the accompanying unaudited pro forma condensed combined statements of operations (the "Pro Forma Statement of Operations") for the three months ended March 31, 2012. The Pro Forma Statement of Operations combines the historical consolidated statements of operations of Youku and Tudou, giving effect to the merger as if it had been completed on January 1, 2012.

The Pro Forma Statement of Operations has been derived from the unaudited historical consolidated statement of operations of Youku and Tudou. Certain financial statement line items included in Tudou's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, value-added tax, share based compensation expenses, selling and general administrative expenses relating to product development, professional licensed content, and intangible assets related to purchased software.

Additionally, based on Youku's review with Tudou management of Tudou's publicly disclosed summary of significant accounting policies prior to the merger, the nature and amount of any adjustments to the historical statements of operations to conform its accounting policies to those of Youku's are not material.

First Quarter Highlights[1]

• Consolidated net revenues were RMB516.0 million (US$83.1 million),a 21% increase from the pro forma combined net revenues for the corresponding period in 2012.
• Consolidated gross profit was RMB14.2 million (US$2.3 million), as compared to the pro forma combined gross loss of RMB43.5 million (US$7.0 million) for the corresponding period in 2012. Consolidated or pro forma combined non-GAAP gross profit or loss is herein defined as consolidated or pro forma combined gross profit or loss excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to user generated content.  Consolidated non-GAAP gross profit was RMB28.2 million (US$4.5 million), as compared to the pro forma combined non-GAAP loss of RMB16.6 million (US$2.7 million) for the corresponding period in 2012.  
• Consolidated net loss was RMB232.5 million (US$37.4 million), a 12% decrease from the pro forma combined net loss for the corresponding period in 2012. Consolidated or pro forma combined non-GAAP net loss is herein defined as consolidated or pro forma combined net loss excluding share-based compensation expenses, amortization of intangible assets from business combination and business combination related expenses. Consolidated non-GAAP net loss was RMB182.1 million (US$29.3 million), a decrease of 8% from the pro forma combined non-GAAP net loss for the corresponding period in 2012.
• Consolidated basic and diluted loss per ADS, each representing 18 Class A ordinary shares, amounted to RMB1.42 (US$0.23) and RMB1.42 (US$0.23), respectively.
• Consolidated cash, cash equivalents, restricted cash and short-term investments totaled RMB3.5 billion (US$569.5 million) as of March 31, 2013.
• Consolidated acquisition of property and equipment was RMB27.4 million (US$4.4 million).
• Consolidated acquisition of intangible assets was RMB238.9 million (US$38.5 million).

"I am pleased with our progress. We are in the final phase of the merger integration process with Tudou and have completed the restructuring of our sales team in the first quarter. Our combined sales team is positively impacting demand and our increased scale is helping us to optimize our cost structure," said Victor Koo, Chairman and Chief Executive Officer of Youku Tudou. "The three key video mobile traffic metrics all recorded exciting growth in the first quarter and now we have over 100 million active monthly users, over 170 million daily video views and over 70 minutes average daily user time spent. We are emerging as the leading multi-screen online video platform in China as a result of this rapid rise in mobile traffic. Youku Tudou is developing product, content, marketing solutions and paid services across different screens to capitalize on the growing popularity of multi-screen video viewing behavior."

Dele Liu, President of Youku Tudou, added, "We recently adjusted our organizational structure to encourage unity, flexibility, and innovation and to cement our leadership in the evolving Internet space. Under the new group structure, we can further differentiate the brands, content and products of our Youku and Tudou platforms to elevate the entire group's media value. Our content strategy is to decrease our dependence on premium licensed content while strengthening in-house production and user-generated content. We will take a balanced approach and continue to deliver high-impact self-produced content that strengthens brand identity for Youku and Tudou, enhances social media value and supports our content marketing solutions."

First Quarter 2013 Results

Consolidated net revenues were RMB516.0 million (US$83.1 million) in the first quarter of 2013, a 21% increase from the pro forma combined net revenues for the corresponding period in 2012 and meeting the consolidated net revenues guidance previously announced by the Company. Consolidated advertising net revenues were RMB429.1 million (US$69.1 million), meeting the consolidated advertising net revenues guidance previously announced by the Company. The growth was primarily attributable to the increased use by brand advertisers of our advertising services as evidenced by an increase in the number of advertisers and the rising average spend per advertiser.

Consolidated bandwidth costs as a component of consolidated cost of revenues were RMB161.0 million (US$25.9 million) in the first quarter of 2013, representing 31% of the consolidated net revenues, as compared to the pro forma combined bandwidth costs of RMB184.7 million (US$29.7 million), representing 43% of the pro forma combined net revenues for the corresponding period in 2012.

Consolidated content costs as a component of consolidated cost of revenues were RMB269.3 million (US$43.4 million) in the first quarter of 2013, representing 52% of the consolidated net revenues, as compared to the pro forma combined content costs representing 52% of the pro forma combined net revenues for the corresponding period in 2012. Consolidated non-GAAP content costs, which is herein defined as consolidated content costs excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to user generated content, were RMB255.3 million (US$41.1 million) in the first quarter of 2013, representing 49% of consolidated net revenues, as compared to the pro forma combined non-GAAP content costs of RMB195.1 (US$31.4 million), representing 46% of the pro forma combined net revenues for the corresponding period in 2012. Consolidated in-house content production cost and investment in TV serial dramas production was RMB46.6 million (US$7.5 million) in the first quarter of 2013, as compared to RMB40.9 million (US$6.6 million) of the pro forma combined in-house content production cost for the corresponding period in 2012.

Consolidated gross profit was RMB14.2 million (US$2.3 million)in the first quarter of 2013, as compared to the pro forma combined gross loss of RMB43.5 million (US$7.0 million) for the corresponding period in 2012.  Consolidated non-GAAP gross profit was RMB28.2 million (US$4.5 million) in the first quarter of 2013, representing 5% of consolidated net revenues, as compared to the pro forma combined non-GAAP gross loss of RMB16.6 million (US$2.7 million), representing negative 4% of the pro forma combined net revenues for the corresponding period in 2012.

Consolidated operating expenses were RMB267.8 million (US$43.1 million) in the first quarter of 2013, as compared to RMB230.5 million (US$37.1 million) of the pro forma combined operating expenses for the corresponding period in 2012. Consolidated non-GAAP operating expenses, which is herein defined as consolidated operating expenses excluding share-based compensation expenses, business combination related expenses and amortization of intangible assets from business combination in relation to customer relationship, technology and non-compete provisions, were RMB231.4 million (US$37.3 million) in the first quarter of 2013, an increase of 22% compared to RMB189.1 million (US$30.4 million) of the pro forma combined non-GAAP operating expenses for the corresponding period in 2012. Detailed discussion of each component of consolidated operating expenses is as follows:

Consolidated sales and marketing expenses were RMB127.6 million (US$20.5 million) in the first quarter of 2013, as compared to RMB110.7 million (US$17.8 million) of the pro forma combined sales and marketing expenses for the corresponding period in 2012. Consolidated non-GAAP sales and marketing expenses, which is herein defined as consolidated sales and marketing expenses excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to customer relationship, were RMB115.5 million (US$18.6 million) in the first quarter of 2013, an increase of 10% compared to RMB104.5 million (US$16.8 million) of the pro forma combined non-GAAP sales and marketing expenses for the corresponding period in 2012. This increase was primarily due to higher commission expenses paid to our sales force in line with our revenue growth.

Consolidated product development expenses were RMB56.8 million (US$9.2 million) in the first quarter of 2013, as compared to RMB48.1 million (US$7.7 million) of the pro forma combined product development expenses for the corresponding period in 2012. Consolidated non-GAAP product development expenses, which is herein defined as consolidated product development expenses excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to technology, were RMB48.5 million (US$7.8 million) in the first quarter of 2013, an increase of 11% compared to RMB43.7 million (US$7.0 million) of the pro forma combined non-GAAP product development expenses for the corresponding period in 2012. This increase was primarily due to higher personnel related expenses for our product development in mobile, search, social and paid-services.

Consolidated general and administrative expenses were RMB83.4 million (US$13.4 million) in the first quarter of 2013, as compared to RMB71.8 million (US$11.6 million) of the pro forma combined general and administrative expenses for the corresponding period in 2012. Consolidated non-GAAP general and administrative expenses, which is herein defined as consolidated general and administrative expenses excluding share-based compensation expenses, business combination related expenses and amortization of intangible assets from business combination in relation to non-compete provisions, were RMB67.5 million (US$10.9 million) in the first quarter of 2013, an increase of 65% compared to RMB41.0 million (US$6.6 million) of the pro forma combined non-GAAP general and administrative expenses for the corresponding period in 2012. This increase was primarily due to additional rental and depreciation expenses relating to the relocation of our offices due to the merger. 

Consolidated net loss was RMB232.5 million (US$37.4 million) in the first quarter of 2013, a decrease of 12% compared to RMB265.5 million (US$42.7 million) of the pro forma combined net loss for the corresponding period in 2012. Consolidated non-GAAP net loss was RMB182.1 million (US$29.3 million) in the first quarter of 2013, a decrease of 8% compared to RMB197.2 million (US$31.8 million) of the pro forma combined non-GAAP net loss for the corresponding period in 2012.

Consolidated non-GAAP adjusted EBITDA loss, which is herein defined as consolidated or pro forma combined net loss before income taxes, interest expenses, interest income, depreciation and amortization (excluding amortization of acquired content), further adjusted for share-based compensation expenses, amortization of intangible assets from business combination, business combination related expenses and other non-operating items, was RMB176.4 million (US$28.4 million) in the first quarter of 2013, a decrease of 3% compared to RMB182.1 million (US$29.3 million) of the pro forma combined non-GAAP adjusted EBITDA loss for the corresponding period in 2012.

Business Outlook

For the second quarter of 2013, the Company expects consolidated net revenues will be between RMB720 million and RMB770 million, with consolidated advertising net revenues contributing between RMB700 million and RMB740 million. This forecast reflects the Company's current and preliminary view, which is subject to change.

Conference Call Information

Youku Tudou's management will host an earnings conference call at 9:00 p.m. U.S. Eastern Time on May 15, 2013 (9:00 a.m. Beijing/Hong Kong Time on May 16, 2013).

Interested parties may participate in the conference call by dialing one of the following numbers below and entering passcode Youku# (i.e., 96858#) starting 10-15 minutes prior to the beginning of the call.

US Toll Free Dial In: +1-866-519-4004
International Dial In: +65-6723-9381
Mainland China Dial In: +86-400-620-8038 / +86-800-819-0121
Hong Kong Dial In: +852-2475-0994

A replay of the call will be available by dialing +1-855-452-5696 and entering passcode 70542361#. The replay will be available through May 23, 2013.

This call will be webcast live and the replay will be available for 12 months. Both will be available on the Investor Relations section of Youku Tudou's corporate website at http://ir.youku.com.

About Youku Tudou Inc.

Youku Tudou Inc. (NYSE: YOKU) is China's leading Internet television company. Its Youku and Tudou Internet television platforms enable users to search, view and share high-quality video content quickly and easily across multiple devices. Its Youku brand and Tudou brand are among the most recognized online video brands in China. Youku Tudou's American depositary shares, each representing 18 of Youku Tudou's Class A ordinary shares, are traded on the NYSE under the symbol "YOKU."

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 Youku Tudou's strategic and operational plans, contain forward-looking statements. Youku may also make written or oral forward-looking statements in its filings with 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 Youku Tudou'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 goals and strategies; our future business development, financial condition and results of operations; the expected growth of the online video market in China; our expectations regarding demand for and market acceptance of our services; our expectations regarding the retention and strengthening of our relationships with key advertisers and customers; our plans to enhance user experience, infrastructure and service offerings; competition in our industry in China; and relevant government policies and regulations relating to our industry. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Youku does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement Youku Tudou's consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), Youku Tudou uses the following measures defined as non-GAAP financial measures by the SEC in evaluating its business: consolidated non-GAAP content costs, consolidated non-GAAP gross profit or loss, consolidated non-GAAP operating expenses, consolidated non-GAAP sales and marketing expense, consolidated non-GAAP product development expenses, consolidated non-GAAP general and administrative expenses, consolidated non- GAAP profit or loss from operations, consolidated non-GAAP net profit or loss and consolidated non-GAAP adjusted EBITDA profit or loss. We define consolidated non-GAAP content costs as consolidated content costs excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to user generated content. We define consolidated non-GAAP gross profit or loss as the respective nearest comparable GAAP financial measure to exclude share-based compensation expenses and amortization of intangible assets from business combination in relation to user generated content. We define consolidated non-GAAP operating expenses as operating expenses excluding share-based compensation expenses, business combination related expenses and amortization of intangible assets from business combination in relation to customer relationship, technology and non-compete provisions. We define consolidated non-GAAP sales and marketing expenses as consolidated sales and marketing expenses excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to customer relationship. We define consolidated non-GAAP product development expense as consolidated product development expenses excluding share-based compensation expenses and amortization of intangible assets from business combination in relation to technology. We define consolidated non-GAAP general and administrative expenses as consolidated general and administrative expenses excluding share-based compensation expenses, business combination related expenses and amortization of intangible assets from business combination in relation to non-compete provisions. We define consolidated non-GAAP profit or loss from operations as consolidated profit or loss from operations excluding share-based compensation expenses, amortization of intangible assets from business combination and business combination related expenses. We define consolidated non-GAAP net profit or loss as consolidated net loss excluding share-based compensation expenses, amortization of intangible assets from business combination and business combination related expenses. We define consolidated non-GAAP adjusted EBITDA profit or loss as consolidated net profit or loss before income taxes, interest expenses, interest income, depreciation and amortization (excluding amortization of acquired content), further adjusted for share-based compensation expenses, amortization of intangible assets from business combination, business combination related expenses and other non-operating items.

We present non-GAAP financial measures because they are used by our management to evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies. A limitation of using non-GAAP financial measures is that non-GAAP measures exclude share-based compensation charges that have been and will continue to be significant recurring expenses in Youku Tudou's business for the foreseeable future. In addition, in this press release we also included unaudited pro forma combined non-GAAP measures for the three months ended March 31, 2012, after giving effect to the merger between Youku and Tudou as if the merger had been completed on January 1, 2012 to provide comparative reference of the corresponding consolidated non-GAAP measures of the Company for the three months ended March 31, 2012. The pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations, or of the results that would have occurred had the merger taken place at the beginning of 2012.

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 GAAP. For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP financial measures" at the end of this release.

For more information, please contact:
Ryan Cheung
Corporate Finance Director
Youku Tudou Inc.
Tel: (+8610) 5885-1881 x6090
Email: [email protected]

SOURCE Youku Tudou Inc.

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