UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 May 2015

 

Commission File Number: 001-35109

 


_______________________

 

Qihoo 360 Technology Co. Ltd.
_______________________

 

3/F, Building #2, 6 Jiuxianqiao Road
Chaoyang District, Beijing 100015
People’s Republic of China
(86-10) 5878-1000
(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): ¨ ________________

  

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Qihoo 360 Technology Co. Ltd.
     
  By:   /s/ Alex Zuoli Xu
  Name:    Alex Zuoli Xu
  Title: Co-Chief Financial Officer

 

Date: May 20, 2015

 

 
 

 

Exhibit Index

 

Exhibit No.

 

Description

     
Exhibit 99.1   Press Release

 

 

 

 



Exhibit 99.1

 

Qihoo 360 Reports First Quarter 2015 Unaudited Financial Results

 

BEIJING, May 20, 2015 -- Qihoo 360 Technology Co. Ltd. (“Qihoo 360” or the “Company”) (NYSE: QIHU), a leading Internet company in China, today reported its unaudited financial results for the first quarter ended March 31, 2015.

 

First Quarter Financial Highlights1

 

·Revenues were $384.4 million, a 45% increase from $265.1 million in the first quarter of 2014.

 

·Net income attributable to Qihoo 360 was $53.0 million, compared to $49.1 million in the first quarter of 2014.

 

·Non-GAAP net income attributable to Qihoo 360 (1) was $81.9 million, compared to $73.3 million in the first quarter of 2014.

 

·Diluted earnings per ADS(2) (“EPADS”) attributable to Qihoo 360 was $0.41, compared to $0.37 in the same period last year.

 

·Non-GAAP diluted EPADS attributable to Qihoo 360(1) was $0.57, compared to $0.54 in the same period last year.

 

First Quarter Operating Metrics

 

·Total monthly active users of Qihoo 360’s PC-based products and services reached 503 million in March 2015, compared to 479 million in March 2014(3).

 

·User penetration of Qihoo 360’s PC-based products was 94.7% in March 2015, compared to 93.3% in March 2014(3).

 

·Total smartphone users of Qihoo 360’s primary mobile security product(4) reached a record 778 million in March 2015, compared to 538 million in March 2014(5).

 

 
 

 

·Monthly active users of Qihoo 360’s PC browsers were 376 million and user penetration was 70.8% in March 2015, compared to 339 million and 66.1% in March 2014(3), respectively.

 

·Average daily unique visitors to the 360 Personal Start-up Page and its sub-pages were 133 million in the first quarter of 2015, compared to 122 million in the first quarter of 2014(5).

 

·Average daily clicks on Qihoo 360’s Personal Start-up Page and its sub-pages were approximately 690 million in the first quarter of 2015, compared to 772 million in the first quarter of 2014(5).

 

“We are pleased to report another quarter of solid growth and operating metrics,” said Mr. Hongyi Zhou, Chairman and Chief Executive Officer of Qihoo 360. “While we maintained our leadership position in key PC-related product categories, we continued to make progress in mobile Internet. The number of Chinese smartphone users of our key mobile security product, 360 Mobile Safe, reached 778 million in the first quarter, making Qihoo 360 the indisputable leader in mobile Internet security in China. In addition, our Android-based app store, 360 Mobile Assistant, continued to maintain its leadership position in Android app distribution in China.”

 

“During the first quarter, we launched our independent search brand, ‘HaoSou,’ and we have since observed encouraging user recognition and interaction with the new brand and our search services. Through continued product improvement and innovation, we aim to further grow our share of China’s PC and mobile search market in terms of both traffic and revenue. We recently closed our joint venture transaction with Coolpad, and we expect the joint venture to launch a series of new smartphone models under the “QiKoo” brand in the coming months. We view smartphones and smart hardware as critical components of our long-term mobile strategy,” concluded Mr. Zhou.

 

Mr. Xiangdong Qi, President of Qihoo 360, added, “We are glad to see continued solid growth in our business. Online advertising grew 75.1% year-over-year, supported by strong contributions from both search and mobile monetization. We are particularly encouraged by the progress in search monetization and expect the upward momentum to continue in the coming quarters. We have made significant investments over the last few quarters to strengthen our brand and market position, and to improve our product and technology, particularly in mobile Internet-related areas. We believe such investments will build a solid foundation for our future growth and we have already seen exciting progress in areas such as enterprise security, smart hardware, and international expansions.”

 

First Quarter 2015 Results

 

Revenues

 

Revenues were $384.4 million, representing an increase of 45.0% from $265.1 million in the first quarter of 2014 and a decrease of 10.9% from $431.2 million in the fourth quarter of 2014. The strong year-over-year growth was due to solid performance in both online advertising and Internet value-added services. Search and mobile monetization continued to ramp nicely, despite seasonal headwinds.

 

Online advertising revenues were $245.3 million, up 75.1% from the same period last year and 0.9% from the prior quarter. The strong year-over-year increase was primarily driven by incremental contribution from search and mobile advertising.

 

 
 

 

Internet value-added service revenues, which are mainly derived from game platform operations, were $133.7 million, up 7.1% from the same period last year and down 20.1% from the prior quarter. The year-over-year growth was driven by the solid ramp-up in mobile game operations. The sequential decline was mainly due to soft business trend in web games and the temporary suspension of online lottery operations beginning in March.

 

Cost of Revenues

 

Cost of revenues were $79.6 million, compared to $50.4 million in the first quarter of 2014 and $103.0 million in the fourth quarter of 2014, representing an increase of 57.9% from the same period of last year and a decrease of 22.7% from the prior quarter.

 

Operating Expenses

 

Operating expenses were $230.4 million, compared to $175.1 million in the first quarter of 2014 and $225.2 million in the fourth quarter of 2014. Non-GAAP operating expenses(1) were $209.7 million, compared to $155.2 million in the first quarter of 2014 and $201.2 million in the prior quarter.

 

The year-over-year and sequential increases in non-GAAP operating expenses(1) were mainly driven by increased marketing and promotional expenses, personnel-related costs, and bandwidth and equipment depreciation expenses, as we continued to strengthen our brand and market position and enhance our technology and product development capabilities.

 

Operating Income

 

Operating income was $75.9 million, compared to $39.6 million in the first quarter of 2014 and operating income of $108.1 million in the prior quarter.

 

Non-GAAP operating income(1) was $96.5 million, compared to $59.5 million in the first quarter of 2014 and $132.0 million in the prior quarter.

 

Operating margin was 19.7%, compared to 14.9% in the first quarter of 2014 and 25.1% in the prior quarter.

 

Non-GAAP operating margin(1) was 25.1%, compared to 22.5% in the first quarter of 2014 and 30.6% in the prior quarter.

 

The year-over-year increase in non-GAAP operating margin(1) was mainly due to leverage from revenue growth while the Company continues to invest in new product and business initiatives. The sequential decline in non-GAAP operating margin(1) reflected normal seasonal spending patterns.

 

Net Income attributable to Qihoo 360

 

Net income attributable to Qihoo 360 was $53.0 million, compared to $49.1 million in the first quarter of 2014 and $76.8 million in the prior quarter.

 

 
 

 

Non-GAAP net income(1) attributable to Qihoo 360 was $81.9 million, compared to $73.3 million in the first quarter of 2014 and $109.4 million in the prior quarter.

 

Net Margin

 

Net margin was 13.8%, compared to 18.5% in the same period last year, and 17.8% in the prior quarter.

 

Non-GAAP net margin(1) was 21.3%, compared to 27.7% in the same period last year and 25.4% in the prior quarter.

 

Diluted Earnings per ADS

 

Diluted EPADS for the first quarter of 2015 was $0.41, and non-GAAP diluted EPADS(1) for the first quarter of 2015 was $0.57. The GAAP weighted average ADS(1) used in computing diluted EPADS was 130.7 million.

 

Cash Flows and Balance Sheet

 

Net cash generated from operations in the first quarter of 2015 was $72.9 million, compared to $100.5 million in the same period last year and of $138.9 million in the prior quarter. Cash capital expenditures were $35.7 million. As of March 31, 2015, the Company had cash and cash equivalents of approximately $1.5 billion.

 

Business Outlook

 

For the second quarter of 2015, the Company expects revenues to be between $435 million and $445 million, representing a year-over-year increase of 37% to 40% and quarter-over-quarter increase of 13% to 16%. These estimates reflect the Company’s current and preliminary view, which is subject to possible material changes.

 

Conference Call

 

Qihoo 360’s management will host a conference call to discuss the results at 7:30 a.m. Eastern Time on May 20, 2015 (7:30 p.m. Beijing time on May 20, 2015).

 

The dial-in details for the live conference call are:

 

US Toll Free Dial In: +1 866-519-4004
   
International Dial In: +65 6723 9381
   
Hong Kong Dial In: +852-3018-6771
   
Passcode: 44388859

 

 
 

 

A telephone replay of the call will be available after the conclusion of the conference call at 10:30 a.m. Eastern Time on May 20, 2015 through 09:30 a.m. Eastern Time on May 28, 2015. The dial-in details for the replay are:

 

International Dial In: +61 2 8199 0299
   
US Dial In: +1 646-254-3697
   
Passcode: 44388859

 

A live webcast of the conference call will be available on the investor relations section of Qihoo 360's website at: http://corp.360.cn.

 

About Qihoo 360

 

Qihoo 360 Technology Co. Ltd. (NYSE: QIHU) is a leading Internet company in China. The Company is also the number one provider of Internet and mobile security products in China as measured by its user base, according to iResearch. Qihoo 360 also provides users with secure access points to the Internet via its market leading web browsers and application stores. The Company has built one of the largest open Internet platforms in China and monetizes its massive user base primarily through online advertising and through Internet value-added services on its open platform.

 

Forward-looking Statements

 

This press release contains statements of a forward-looking nature. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward- looking statements by terminology such as "will," "expects," "believes," "anticipates," "intends," "estimates" and similar statements. Among other things, the management's quotations and the “Business Outlook” section contain forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Qihoo 360 and the industry. Potential risks and uncertainties include, but are not limited to: the Company's ability to continue to innovate and provide attractive products and services to attract and retain users; the Company's ability to keep up with rapid changes in technologies and Internet-enabled devices; the Company's ability to leverage its user base to attract customers for our revenue-generating services; and the Company's dependence on online advertising for a substantial portion of our revenues; and the Company's ability to compete effectively. All information provided in this press release is as of the date of the press release, and Qihoo 360 undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Qihoo 360 believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Further information regarding risks and uncertainties faced by Qihoo 360 is included in Qihoo 360's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F dated April 27, 2015.

 

 
 

 

About Non-GAAP Financial Measures

 

To supplement our financial results presented in accordance with U.S. GAAP, we use non-GAAP financial measure, which is adjusted from results based on U.S. GAAP to exclude share-based compensation expenses and interest expense of Convertible Senior Notes. Reconciliations of our non-GAAP financial measures to our U.S. GAAP financial measures are set forth in tables at the end of this earnings release, which provide more details on the non-GAAP financial measures.

 

Our non-GAAP financial information is provided as additional information to help our investors compare business trends among different reporting periods on a consistent basis and to enhance investors’ overall understanding of the historical and current financial performance of our continuing operations and our prospects for the future. Our non-GAAP financial information should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our calculation of this non-GAAP financial information may be different from the calculation used by other companies, and therefore comparability may be limited.

  

1 Non-GAAP measures and related reconciliations to GAAP measures are described in the accompanying sections titled "About Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures" at the end of the press release.

 

2 American Depositary Shares, which are traded on the NYSE. Every two ADSs represent three Class A ordinary shares of the Company.

 

3 User and market penetration data is based on data from iResearch as of March 2015.

 

4 360 Mobile Safe is the Company’s primary mobile security product.

 

5 Company data as of March 2015. Daily clicks include clicks on www.360kan.com, formerly known as v.360.cn

 

For investor and media inquiries, please contact:

 

Qihoo 360 Technology Co. Ltd.  

 

In China:  

 

Tel: +86 10-5878-1574
   
E-mail: ir@360.cn

 

In the U.S.:

 

The Piacente Group, Inc.

 

Don Markley or Glenn Garmont

 

Tel: (212) 481-2050

 

E-mail: qihu@tpg-ir.com

 

 
 

 

Qihoo 360 Technology Co. Ltd.

Condensed Consolidated Balance Sheets

(U.S. dollars in thousands, except for shares and per share data)

(Unaudited)

 

    December 31,     March 31,  
    2014     2015  
ASSETS            
Current assets:            
Cash and cash equivalents     1,645,234       1,493,746  
Restricted Cash     2,053       2,585  
Short-term Investments     58,736       134,648  
Accounts receivable (net of allowance for doubtful accounts of $2,410 and $2,592 as of December 31, 2014 and March 31, 2015, respectively)     154,287       220,793  
Prepaid expenses and other current assets     230,995       349,581  
Deferred tax assets – current     4,844       6,564  
Total current assets     2,096,149       2,207,917  
Property and equipment, net     272,026       284,096  
Land use rights, net     139,107       138,405  
Acquired intangible assets, net     51,289       62,336  
Goodwill     344,630       320,944  
Long-term investments     314,979       450,970  
Other noncurrent assets     97,025       55,595  
Deferred tax assets – noncurrent     16,365       15,756  
TOTAL ASSETS     3,331,570       3,536,019  
                 
LIABILITIES

 

         
Current liabilities (including amounts of the consolidated VIEs without recourse to Qihoo360 Technology Co. Ltd. of $367,837 and $318,649 as of December 31, 2014 and Mar 31, 2015, respectively):    

 

 

         

 

         
Accounts payable     121,115       118,202  
Accrued expenses and other current liabilities     299,920       341,125  
Deferred revenue-current     72,890       81,969  
Income tax payable     46,304       46,417  
Total current liabilities     540,229       587,713  
                 
Non-current liabilities (including amounts of the consolidated VIEs without recourse to Qihoo 360 Technology Co. Ltd. of $9,611 and $24,405 as of December 31, 2014 and March 31, 2015, respectively):                
                 
Deferred tax liabilities – noncurrent     8,516       22,649  
Deferred revenue-noncurrent     2,281       2,282  
Long-term debt     1,635,000       1,635,000  
Other noncurrent liabilities     3,276       3,279  
 

         
TOTAL LIABILITIES     2,189,302       2,250,923  
EQUITY    

 

         
Total Qihoo 360 Technology Co. Ltd. Shareholders’ equity     1,028,598       1,174,922  
Noncontrolling interest     113,670       110,174  
Total equity     1,142,268       1,285,096  
TOTAL LIABILITIES AND EQUITY     3,331,570       3,536,019  

 

 
 

 

Qihoo 360 Technology Co. Ltd.

Condensed Consolidated Statements of operations

(U.S. dollars in thousands, except for shares and per share data)

(Unaudited)

 

   Three Months Ended 
   March 31, 2014   December 31, 2014   March 31, 2015 
Revenues:   265,142    431,207    384,359 
Cost of revenues   50,390    103,047    79,605 
Subsidy income   -    5,093    1,463 
Operating expenses:               
Selling and marketing   68,733    88,514    90,564 
General and administrative   21,766    23,627    27,814 
Product development   84,643    113,045    111,979 
Total operating expenses   175,142    225,186    230,357 
                
Income from operations   39,610    108,067    75,860 
Interest income   4,920    9,997    7,269 
Interest expenses   (4,315)   (10,243)   (8,483)
Other income   207    909    362 
Exchange (loss) gain   (12,289)   (4,126)   1,912 
Gain (loss) in connection with short-term investments   44    (45)   (9,708)
Gain in connection with long-term investments   27,652    352    2,721 
Income before income tax expense and loss from equity method investments   55,829    104,911    69,933 
                
Income tax expense   (5,889)   (21,053)   (18,167)
Loss from equity method investments   (2,018)   (8,060)   (5,604)
                
Net income   47,922    75,798    46,162 
                
Add: Net loss attributable to noncontrolling interest   1,199    1,022    6,868 
               
Net income attributable to Qihoo 360 Technology Co. Ltd.   49,121    76,820    53,030 
                
Net income  per ordinary share-basic   0.27    0.41    0.28 
Net income per ordinary share-diluted   0.25    0.39    0.27 
                
Weighted average shares used in calculating net income per ordinary share- basic (in millions)(a)   184    186    187 
Weighted average shares used in calculating net income per ordinary share-diluted (in millions)(a)   197    197    196 

 

(a): 3 Ordinary Shares = 2 ADSs

 

 
 

 

Qihoo 360 Technology Co. Ltd.

Condensed Consolidated Statements of Cash Flows

(U.S. dollars in thousands)

(Unaudited)

 

   Three-months period ended 
  March 31, 2014  

March 31, 2015

 
Cash flows from operating activities:        
Net income   47,922    46,162 
Share-based compensation   19,932    20,625 
Depreciation and amortization   17,250    26,751 
Amortization of land use right   436    817 
Loss on disposal of fixed assets   30    104 
Loss from impairment of intangible assets   -    289 
Provision of allowance for doubtful accounts   -    227 
(Gain) loss in connection with short-term investments   (44)   9,708 
Loss on equity method investments   2,018    5,604 
Gain in connection with long-term investments   (27,652)   (2,721)
Loss resulting from an nonoperating activity   -    305 
Changes in operating assets and liabilities   40,567    (34,931)
Net cash provided by operating activities   100,459    72,940 
Cash flows from investing activities:          
Decrease (increase)  in restricted cash   1,639    (526)
Purchase of property and equipment and intangible assets   (69,547)   (35,732)
Payment for short-term investment and long-term investments   (103,350)   (99,390)
Cash collected from sale of long-term investments   -    5,162 
Proceeds from sale of short-term investments   -    5,723 
Dividend proceeds received by company   -    88 
Net cash paid in connection with business acquisitions   (38,941)   (2,655)
Deconsolidation of a subsidiary   -    (2,993)
Net cash used in investing activities   (210,199)   (130,323)
Cash flows from financing activities:          
Proceeds from exercise of share option   5,057    1,969 
Payment for short term loans   (773)   - 
Payment for share repurchase   -    (95,799)
Capital contribution from noncontrolling interest   7    - 
Cash paid for purchase of noncontrolling interest in a subsidiary   -    (208)
Net cash provided by (used in)  financing activities   4,291    (94,038)
Effect of exchange rate changes   (6,449)   (67)
DECREASE IN CASH   (111,898)   (151,488)
CASH, BEGINNING OF PERIOD   1,013,465    1,645,234 
CASH, END OF PERIOD   901,567    1,493,746 

 

 
 

 

Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures

 

(U.S. dollars in thousands, except for per share data)

 

  Three Months Ended March 31, 2014  Three Months Ended December 31, 2014  Three Months Ended March 31, 2015 
  GAAP  Adjustment (b)  Adjustment (c)  Non-GAAP  GAAP  Adjustment (b)  Adjustment (c)  Non-GAAP  GAAP  Adjustment (b)  Adjustment (c)  Non-GAAP 
                                     
Operating expenses  175,142   (19,932)      155,210   225,186   (23,938)  -   201,248   230,357   (20,625)      209,732 
                                                 
Income from operations  39,610   19,932       59,542   108,067   23,938       132,005   75,860   20,625       96,485 
Operating margin  14.9%          22.5%  25.1%          30.6%  19.7%          25.1%
                                                 
Net income attributable to Qihoo 360 Technology Co. Ltd.  49,121   19,932   4,279   73,332   76,820   23,622   8,971   109,413   53,030   20,476   8,371   81,877 
Net margin  18.5%          27.7%  17.8%          25.4%  13.8%          21.3%
Diluted earnings per ADS  0.37           0.54   0.58           0.75   0.41           0.57 

 

(b): Adjustment to exclude the share-based compensation expense of each period.

 

(c): Adjustment to exclude the interest expense of Convertible Senior Notes of each period.

 

 

 

 

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