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 September 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 office)

 

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: Chief Financial Officer  

 

Date: September 7, 2015

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
99.1   Press Release

 

 

 



 

Exhibit 99.1

 

Qihoo 360 Reports Second Quarter 2015 Unaudited Financial Results

 

BEIJING, September 1, 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 second quarter ended June 30, 2015.

 

Second Quarter Financial Highlights1

 

·Revenues were $438.3 million, a 37.9% increase from $317.9 million in the second quarter of 2014.

·Net income attributable to Qihoo 360 was $81.4 million, compared to $39.1 million in the second quarter of 2014.
·Non-GAAP net income attributable to Qihoo 360 (1) was $116.9 million, compared to $69.2 million in the second quarter of 2014.
·Diluted earnings per ADS(2) (“EPADS”) attributable to Qihoo 360 was $0.62, compared to $0.30 in the same period last year.
·Non-GAAP diluted EPADS attributable to Qihoo 360 (1) was $0.82, compared to $0.50 in the same period last year.

 

Second Quarter Operating Metrics

 

·Total monthly active users of Qihoo 360’s PC-based products and services reached 514 million in June 2015, compared to 496 million in June 2014(3).
·User penetration of Qihoo 360’s PC-based products was 96.6% in June 2015, compared to 93.9% in June 2014(3).
·Total smartphone users of Qihoo 360’s primary mobile security product (4) reached a record 799 million in June 2015, compared to 641 million in June 2014(5).

  

 

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 June 2015.

 

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

 

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

 

 

 

 

·The number of monthly active users of Qihoo 360’s PC browsers was 388 million and user penetration was 73.0% in June 2015, compared to 345 million and 65.2% in June 2014 (3), respectively.
·The number of average daily unique visitors to the 360 Personal Start-up Page and its sub-pages was 131 million in the second quarter of 2015, compared to 128 million in the second quarter of 2014(5).

·Average daily clicks on Qihoo 360’s Personal Start-up Page and its sub-pages was approximately 677 million in the second quarter of 2015, compared to 749 million in the second quarter of 2014(5).

 

“We are pleased to report another quarter of solid growth,” said Mr. Hongyi Zhou, Chairman and Chief Executive Officer of Qihoo 360. “As we continued to maintain our leadership position in key product categories, we took initiatives to further expand our footprint into some important mobile- Internet-related fields, such as smart hardware and smart phones. During the quarter we launched 360 Auto Guard (automobile data recorder) and a new generation of 360 Kids Guard. These products were well received by users. We believe that smart hardware and IOT (Internet of Things) devices present emerging opportunities to form deeper relationships with the massive number of mobile end users in the future.

 

“Last week, we launched three smartphone models under the QIKU brand and started to take pre- orders on September 1, 2015. The launch represents an important milestone for us in our efforts to establish QIKU as one of the leading and most innovative smartphone brands in China. The new models are designed and built very well, and we received encouraging positive feedback from users and industry participants. The embedded security features of our smartphones and smart hardware enable us to expand our services and brand influence from online to offline and from virtual to real settings. 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 heartened to see continued solid growth in our business. Online advertising grew 71.6% year-over-year, supported by strong contributions from search monetization. Internet value added services performed largely in line with expectations, despite continued suspension of online lottery operations. We made further progress in our enterprise security operations and continued to gain traction among potential institutional clients. We will continue to make investments over the next few quarters to strengthen our brand and market position, and to improve our product and technology, particularly in new product and service initiatives. We believe such investments will provide a solid foundation for our future growth.”

 

Second Quarter 2015 Results

 

Revenues

 

Revenues were $438.3 million, an increase of 37.9% from $317.9 million in the second quarter of 2014 and 14.0% from $384.4 million in the first quarter of 2015. The strong year-over-year growth was due to continued solid performance in online advertising.

 

 

 

 

Online advertising revenues were $293.9 million, up 71.6% from the same period last year and 19.8% from the prior quarter. The strong year-over-year increase was primarily driven by incremental contribution from search monetization.

 

Internet value-added service revenues, which are mainly derived from game platform operations, were $122.2 million, down 16.4% from the same period last year and down 8.6% from the prior quarter. The year-over-year and sequential decline was mainly due to continued suspension of online lottery operations beginning in March.

 

Cost of Revenues

 

Cost of revenues were $104.3 million, compared to $66.6 million in the second quarter of 2014 and $79.6 million in the first quarter of 2015, representing an increase of 56.6% from the same period of last year and an increase of 31.1% from the prior quarter.

 

Operating Expenses

 

Operating expenses were $260.2 million, compared to $208.3 million in the second quarter of 2014 and $230.4 million in the first quarter of 2015. Non-GAAP operating expenses (1) were $232.5 million, compared to $182.6 million in the second quarter of 2014 and $209.7 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 into new initiatives.

 

Operating Income

 

Operating income was $81.1 million, compared to $43.9 million in the second quarter of 2014 and $75.9 million in the prior quarter.

 

Non-GAAP operating income(1) was $108.9 million, compared to $69.7 million in the second quarter of 2014 and $96.5 million in the prior quarter.

 

Operating margin was 18.5%, compared to 13.8% in the second quarter of 2014 and 19.7% in the prior quarter.

 

Non-GAAP operating margin(1) was 24.8%, compared to 21.9% in the second quarter of 2014 and 25.1% 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 modest sequential decline in non-GAAP operating margin(1) reflected incremental expenses in marketing and promotional activities.

 

Net Income attributable to Qihoo 360

 

Net income attributable to Qihoo 360 was $81.4 million, compared to $39.1 million in the second quarter of 2014 and $53.0 million in the prior quarter.

 

 

 

 

Non-GAAP net income(1) attributable to Qihoo 360 was $116.9 million, compared to $69.2 million in the second quarter of 2014 and $81.9 million in the prior quarter.

 

Net Margin

 

Net margin was 18.6%, compared to 12.3% in the same period last year, and 13.8% in the prior quarter.

 

Non-GAAP net margin(1) was 26.7%, compared to 21.8% in the same period last year and 21.3% in the prior quarter.

 

Diluted Earnings per ADS

 

Diluted EPADS for the second quarter of 2015 was $0.62, and non-GAAP diluted EPADS(1) for the second quarter of 2015 was $0.82. The GAAP weighted average ADS(1) used in computing diluted EPADS was 143 million.

 

Cash Flows and Balance Sheet

 

Net cash generated from operations in the second quarter of 2015 was $128.8 million, compared to $57.7 million in the same period last year and $72.9 million in the prior quarter. Cash capital expenditures in the second quarter of 2015 were $31.6 million. As of June 30, 2015, the Company had cash and cash equivalents of approximately $1.2 billion.

 

Recent Developments

 

On June 17, 2015, the Company announced that its board of directors had received a preliminary non-binding “going-private” proposal from a group of investors led by Mr. Hongyi Zhou, chairman and chief executive officer of the Company.

 

On June 19, 2015, the Company’s board of directors formed a special committee consisting of three independent, disinterested directors, Dr. Eric Chen, Dr. Jianwen Liao and Dr. Ming Huang, to consider the abovementioned non-binding "going private" proposal. Dr. Eric Chen will chair the special committee. The special committee has retained Skadden, Arps, Slate, Meagher & Flom as its U.S. legal counsel, and J.P. Morgan Securities (Asia Pacific) Limited as its financial advisor, to assist it in this process.

 

The Board cautions the Company's shareholders and others considering trading in the Company's securities that no decision has been made on the response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

 

 

 

 

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 that express the Company’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefit of the “safe harbor” provisions of the Act. You can identify these forward- looking statements by terminology such as "will," "expects," "believes," "anticipates," "intends," "estimates," or in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, its results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates.

 

By their nature, forward-looking statements relate to events that involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Qihoo 360 and the industry in which it operates. Potential risks and uncertainties include, but are not limited to, those under “Risk Factors” in the Company’s most recent annual report on Form 20-F filed with the SEC, and the following: 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. Although the Company has based these forward-looking statements on assumptions that it believes are reasonable when made, it cautions you that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Company’s results of operations, financial condition and liquidity, and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

 

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward- looking statements. Any forward-looking statement that the Company makes in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

 

 

 

 

About Non-GAAP Financial Measures

 

To supplement our financial results presented in accordance with U.S. GAAP, we use non-GAAP financial measures, which are 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 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.

 

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

 

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,   June 30, 
   2014   2015 
ASSETS          
Current assets:          
Cash and cash equivalents   1,645,234    1,180,407 
Restricted cash   2,053    1,074 
Short-term investments   58,736    99,322 
Accounts receivable (net of allowance for doubtful accounts of $2,410 and $2,251 as of December 31, 2014 and June 30, 2015, respectively)   154,287    220,432 
Prepaid expenses and other current assets   230,995    176,840 

Deferred tax assets – current

   4,844    2,045 
Total current assets   2,096,149    1,680,120 
Property and equipment, net   272,026    264,734 
Land use rights, net   139,107    137,555 
Acquired intangible assets, net   51,289    70,687 
Goodwill   344,630    313,815 
Long-term investments   314,979    918,566 
Other noncurrent assets   97,025    67,597 

Deferred tax assets – noncurrent

   16,365    19,162 
TOTAL ASSETS   3,331,570    3,472,236 
           
LIABILITIES          
Current liabilities (including amounts of the consolidated VIEs without recourse to Qihoo 360 Technology Co. Ltd. of $367,837 and $284,277 as of December 31, 2014 and June 30, 2015, respectively):          
           
Accounts payable   121,115    147,947 
Accrued expenses and other current liabilities   299,920    345,546 
Deferred revenue-current   72,890    50,264 
Income tax payable   46,304    46,938 
Total current liabilities   540,229    590,695 
           
Non-current liabilities (including amounts of the consolidated VIEs without recourse to Qihoo 360 Technology Co. Ltd. of $9,611 and $21,440 as of December 31,2014 and June 30, 2015, respectively):          
           

Deferred tax liabilities – noncurrent

   8,516    19,345 
Deferred revenue-noncurrent   2,281    1,792 
Long-term debt   1,635,000    1,635,000 
Other noncurrent liabilities   3,276    3,279 
           
TOTAL LIABILITIES   2,189,302    2,250,111 
EQUITY          
Total Qihoo 360 Technology Co. Ltd. shareholders’ equity   1,028,598    1,089,860 
Noncontrolling interest   113,670    132,265 
Total equity   1,142,268    1,222,125 
TOTAL LIABILITIES AND EQUITY   3,331,570    3,472,236 

  

 

 

  

Qihoo 360 Technology Co. Ltd.

 

Condensed Consolidated Statements of Income

 

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

 

(Unaudited)

  

   Three Months Ended   Six Months Ended 
   June 30, 2014   March 31, 2015   June 30, 2015   June 30, 2014   June 30, 2015 
Revenues:   317,914    384,359    438,328    583,056    822,687 
Cost of revenues:   66,626    79,605    104,335    117,016    183,940 
Subsidy income   920    1,463    7,347    920    8,810 
Operating expenses:                         
Selling and marketing   84,907    90,564    106,242    153,640    196,806 
General and administrative   22,511    27,814    37,279    44,277    65,093 
Product and development   100,931    111,979    116,676    185,574    228,655 
Total operating expenses   208,349    230,357    260,197    383,491    490,554 
                          
Income from operations   43,859    75,860    81,143    83,469    157,003 
Interest income   4,999    7,269    6,942    9,919    14,211 
Interest expenses   (4,462)   (8,483)   (7,946)   (8,777)   (16,429)
Other income   295    362    435    502    797 
Exchange gain (loss)   564    1,912    40    (11,725)   1,952 
Gain (loss) in connection with short-term investments   7,304    (9,708)   57,995    7,348    48,287 
(Loss) gain in connection with long-term investments   (863)   2,721    (26,296)   26,789    (23,575)
Income before income tax expense and  loss from equity method investments   51,696    69,933    112,313    107,525    182,246 
Income tax expense   (10,991)   (18,167)   (25,600)   (16,880)   (43,767)
Loss on equity method investment s   (3,730)   (5,604)   (15,130)   (5,748)   (20,734)
                          
Net income   36,975    46,162    71,583    84,897    117,745 
                          
Add: Net loss attributable to noncontrolling interest   2,149    6,868    9,768    3,348    16,636 
                          
Net income attributable to Qihoo 360 Technology Co. Ltd.   39,124    53,030    81,351    88,245    134,381 
                          
Net income per ordinary share-basic   0.21    0.28    0.44    0.48    0.72 
Net income per ordinary share-diluted   0.20    0.27    0.42    0.45    0.69 
                          
Weighted average shares used in calculating net income per ordinary share- basic (in millions)   185    187    185    184    186 
Weighted average shares used in calculating net income per ordinary share-diluted (in millions)   198    196    214    198    195 
                          

 

 

 

  

Qihoo 360 Technology Co. Ltd.

 

Condensed Consolidated Statements of Cash Flows

 

(U.S. dollars in thousands)

 

(Unaudited)

 

  

Three-months period ended

 
  June 30, 2014   June 30, 2015 
Cash flows from operating activities:        
Net income   36,975    71,583 
Share-based compensation   25,798    27,741 
Depreciation and amortization   19,705    31,032 
Loss on disposal of fixed assets   90    150 
Amortization of land use right   427    822 
Loss from impairment of intangible assets   -    1,165 
Loss from impairment of goodwill   -    7,751 
Provision of allowance for doubtful accounts   125    (197)
Gain in connection with short-term investments   (7,304)   (57,995)
Loss on equity method investments   3,730    15,130 
Loss in connection with long-term investments   863    26,296 

Changes in operating assets and liabilities

   (22,754)   5,335 
Net cash provided by operating activities   57,655    128,813 
Cash flows from investing activities:          
(Increase) decrease in restricted cash   (3,370)   1,509 
Purchase of property and equipment and intangible assets   (41,443)   (31,569)
Proceeds from disposal of property and equipment and intangible assets   19    83 
Payment for short-term investment and long-term investments   (81,627)   (531,734)
Cash collected from sale of long-term investments and a subsidiary   3,965    18,341 
Proceeds from sale of short-term investments   27,352    88,065 
Dividend proceeds received by company   -    2,015 
Net cash paid in connection with business acquisitions   (74,989)   (649)
Net cash used in investing activities   (170,093)   (453,939)
           
Cash flows from financing activities:         
Proceeds from exercise of share option   1,565    5,255 
Payment for short term loans   (4,075)   - 
Deferred payment for acquisition of business   -    (14,243)

Capital contribution from noncontrolling interest

   

-

    

20,635

 

Net cash (used in) provided by financing activities

   (2,510)   11,647 
           
Effect of exchange rate changes   202    140 
DECREASE IN CASH   (114,746)   (313,339)
CASH, BEGINNING OF PERIOD   901,567    1,493,746 
CASH, END OF PERIOD   786,821    1,180,407 

  

 

 

  

Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures

 

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

  

   Three Months Ended June 30, 2014   Three Months Ended March 31, 2015   Three Months Ended June 30, 2015 
       Adjustment   Adjustment   Non-       Adjustment   Adjustment   Non-       Adjustment   Adjustment   Non- 
   GAAP   (b)   (c)   GAAP   GAAP   (b)   (c)   GAAP   GAAP   (b)   (c)   GAAP 
                                                             
Operating expenses   208,349    (25,798)   -    182,551    230,357    (20,625)        209,732    260,197    (27,741)   -    232,456 
                                                             
Income from operations   43,859    25,798         69,657    75,860    20,625         96,485    81,143    27,741    -    108,884 
Operating margin   13.8%             21.9%   19.7%             25.1%   18.5%             24.8%
                                                             
Net income attributable to Qihoo 360 Technology Co. Ltd.   39,124    25,798    4,325    69,247    53,030    20,476    8,371    81,877    81,351    27,594    7,940    116,885 
Net margin   12.3%             21.8%   13.8%             21.3%   18.6%             26.7%
Diluted earnings per ADS   0.30              0.50    0.41              0.57    0.62              0.82 

 

   Six Months Ended June 30, 2014   Six Months Ended June 30, 2015 
   GAAP   Adjustment
(b)
   Adjustment
(c)
   Non-
GAAP
   GAAP   Adjustment
(b)
   Adjustment
(c)
   Non-
GAAP
 
                                 
Operating expenses   383,491    (45,730)   -    337,761    490,554    (48,366)   -    442,188 
                                         
Income from operations   83,469    45,730    -    129,199    157,003    48,366    -    205,369 
Operating margin   14.3%             22.2%   19.1%             25.0%
                                         
Net income attributable to Qihoo 360 Technology Co. Ltd.   88,245    45,730    8,604    142,579    134,381    48,070    16,311    198,762 
Net margin   15.1%             24.5%   16.3%             24.2%
Diluted earnings per ADS   0.67              1.04    1.03              1.38 

 

(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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