Youku Announces Fourth Quarter and Fiscal Year 2011 Unaudited Financial Results

Youku Announces Fourth Quarter and Fiscal Year 2011 Unaudited Financial Results

Fourth Quarter and Fiscal Year 2011 Net Revenues Increased by 103% and 132% Year-over-Year, respectively

BEIJING, March 12, 2012 /PRNewswire-Asia/ -- Youku Inc. (NYSE: YOKU), China's leading Internet television company ("Youku" or the "Company"), today announced its unaudited financial results for the fourth quarter and fiscal year 2011.

Fourth Quarter Highlights(1)

-- Net revenues were RMB309.3 million (US$49.1 million), a 103% increase
from the corresponding period in 2010.
-- Gross profit was RMB65.6 million (US$10.4 million), a 30% increase from
the corresponding period in 2010.
-- Operating expenses were RMB123.0 million (US$19.5 million), a 108%
increase from the corresponding period in 2010.
-- Net loss was RMB49.6 million (US$7.9 million), a 32% increase from the
corresponding period in 2010.
-- Basic and diluted loss per ADS, each representing 18 Class A ordinary
shares, for the fourth quarter of 2011 amounted to RMB0.43 (US$0.07) and
RMB0.43(US$0.07), respectively.
-- Cash, cash equivalents and short-term investments totaled RMB3.7 billion
(US$586.8 million) as of December 31, 2011.
-- Cash flow from operating activities for the fourth quarter of 2011 was
RMB81.6 million (US$13.0 million), as compared to RMB10.6 million
(US$1.7 million) for the same period in 2010.
-- Acquisition of property and equipment for the fourth quarter of 2011 was
RMB40.7 million (US$6.5 million), as compared to RMB17.4 million (US$2.8
million) for the same period in 2010.
-- Acquisition of intangible assets for the fourth quarter of 2011 was
RMB115.0 million (US$18.3 million), as compared to RMB26.7 million
(US$4.2 million) for the same period in 2010.

Fiscal Year 2011 Highlights

-- Net revenues were RMB897.6 million (US$142.6 million), a 132% increase
from 2010.
-- Gross profit was RMB200.3 million (US$31.8 million), a 452% increase
from 2010.
-- Operating expenses were RMB383.6 million (US$60.9 million), a 101%
increase from 2010.
-- Net loss was RMB172.1 million (US$27.3 million), a 16% decrease from
2010.
-- Basic and diluted loss per ADS, each representing 18 Class A ordinary
shares, for 2011 amounted to RMB1.55 (US$0.25) and RMB1.55 (US$0.25),
respectively, as compared to RMB7.90 (US$1.26) and RMB7.90 (US$1.26),
respectively, for 2010.
-- Cash flow from operating activities turned positive to RMB63.9 million
(US$10.1 million) in 2011, as compared to negative RMB106.0 million
(US$16.8 million) in 2010.
-- Acquisition of property and equipment in 2011 was RMB84.9 million
(US$13.5 million), as compared to RMB46.0 million (US$7.3 million) in
2010.
-- Acquisition of intangible assets in 2011 was RMB490.8 million (US$78.0
million), as compared to RMB89.2 million (US$14.2 million) in 2010.

(1) The reporting currency of the Company is Renminbi ("RMB"), but for
the convenience of the reader, the amounts presented throughout the
release are in US dollars ("US$"). Unless otherwise noted, all
conversions from RMB to US$ are made at a rate of RMB6.2939 to
US$1.00, the effective noon buying rate as of December 30, 2011 in
the City of New York for cable transfers of RMB as certified for
customs purposes by the Federal Reserve Bank of New York. No
representation is made that the RMB amounts could have been, or could
be, converted into US$ at such rate.

"Over the course of our first year as a U.S. publicly listed company, we have experienced strong growth in both revenue and traffic that further solidified our market position as China's leading Internet television company," said Victor Koo, Chairman and Chief Executive Officer of Youku. "With the growing opportunities ahead of us, our fundamental approach to this market is to continue to make long-term investments, as scalability is central to the success of our business model."

Dele Liu, Youku's Senior Vice President and Chief Financial Officer, commented, "We are glad that we continue to enjoy strong revenue growth in 2011 as a result of our solid execution and aggressive investment in content and technology. We expect that our investment will continue to increase our competitive advantages, which will position us for long-term profitable growth."

Fourth Quarter 2011 Results

Net revenues were RMB309.3 million (US$49.1 million) in the fourth quarter of 2011, representing a 103% increase from the corresponding period in 2010 and exceeding the high end of the revenue guidance previously announced by the Company by 2%. The growth was primarily attributable to the increased use by brand advertisers of our advertising services as evidenced by the increased average spend per advertiser from RMB0.7 million to RMB1.2 million and by an increase in the number of advertisers from 245 to 296, representing a 71% and 21% increase, respectively, from the corresponding period in 2010.

Bandwidth costs as a component of cost of revenues were RMB109.7 million (US$17.4 million) in the fourth quarter of 2011, representing 35% of net revenues, compared to 34% in the corresponding period in 2010. The increase of bandwidth costs in absolute dollars was primarily due to increased bandwidth capacity to support the growth of traffic to our website to further enhance our user experience.

Content costs as a component of cost of revenues were RMB90.7 million (US$14.4 million) in the fourth quarter of 2011 with our change in accounting estimate to accelerate amortization of content costs starting in fiscal year 2011. If the Company had continued using straight-line amortization for purchased content costs as in the corresponding period in 2010, the total content costs would have been RMB62.5 million (US$9.9 million), representing 20% of net revenues in the fourth quarter of 2011 as compared to 17% in the corresponding period in 2010.

Gross profit was RMB65.6 million (US$10.4 million) in the fourth quarter of 2011, an increase of 30% compared to gross profit of RMB50.4 million (US$8.0 million) in the corresponding period in 2010. Non-GAAP gross profit, which is herein defined as gross profit excluding share-based compensation expenses, was RMB66.9 million (US$10.6 million) in the fourth quarter of 2011, an increase of 32% compared to the non-GAAP gross profit of RMB50.7 million (US$8.1 million) in the corresponding period in 2010 due to strong operating leverage.

Operating expenses were RMB123.0 million (US$19.5 million) in the fourth quarter of 2011, an increase of 108% compared to operating expenses of RMB59.0 million (US$9.4 million) in the corresponding period in 2010. Non-GAAP operating expenses, which is herein defined as operating expenses excluding share-based compensation expenses, were RMB108.7 million (US$17.3 million) in the fourth quarter of 2011, compared to the non-GAAP operating expenses of RMB54.7 million (US$8.7 million) in the corresponding period in 2010. The increase was primarily due to increases in sales and marketing expenses, product development expenses and general and administrative expenses as a result of the substantial growth of our business. Detailed discussion of each component of operating expenses is as follows?

Sales and marketing expenses were RMB66.9 million (US$10.6 million) in the fourth quarter of 2011, an increase of 73% compared to sales and marketing expenses of RMB38.7 million (US$6.1 million) in the corresponding period in 2010. Non-GAAP sales and marketing expenses, which is herein defined as sales and marketing expenses excluding share-based compensation expenses, were RMB64.4million (US$10.2 million) in the fourth quarter of 2011, an increase of 77% compared to the non-GAAP sales and marketing expenses of RMB36.4 million (US$5.8 million) in the corresponding period in 2010. This increase was primarily due to increases in marketing expenses and commission expenses paid to our sales force in line with our revenue growth.

Product development expenses were RMB23.7 million (US$3.8 million) in the fourth quarter of 2011, an increase of 137% compared to product development expenses of RMB10.0 million (US$1.6 million) in the corresponding period in 2010. Non-GAAP product development expenses, which is herein defined as product development expenses excluding share-based compensation expenses, were RMB19.9 million (US$3.2 million) in the fourth quarter of 2011, an increase of 120% compared to the non-GAAP product development expenses of RMB9.0 million (US$1.4 million) in the corresponding period in 2010. This increase was primarily due to an increase in salaries and benefits for our product and development personnel primarily resulting from increased headcount.

General and administrative expenses were RMB32.4 million (US$5.1 million) in the fourth quarter of 2011, an increase of 216% compared to general and administrative expenses of RMB10.3 million (US$1.6 million) in the corresponding period in 2010. Non-GAAP general and administrative expenses, which is herein defined as general and administrative expenses excluding share-based compensation expenses,were RMB24.4 million (US$3.9 million) in the fourth quarter of 2011, an increase of 162% compared to the non-GAAP general and administrative expenses of RMB9.3 million (US$1.5 million) in the corresponding period in 2010. This increase was primarily due to an increase in personnel-related expenses, professional fees and tax charges.

Net loss was RMB49.6 million (US$7.9 million) in the fourth quarter of 2011, representing an increase of 32% from the corresponding period of 2010. Non-GAAP net loss, which is herein defined as net loss excluding share-based compensation expenses and change in fair value of warrant liability, was RMB34.1 million (US$5.4 million) in the fourth quarter of 2011, as compared to the non-GAAP net loss of RMB6.4 million(US$1.0 million) in the corresponding period in 2010. If we had continued using straight-line amortization for content costs as in the corresponding period in 2010, our non-GAAP net loss in the fourth quarter of 2011 would be RMB5.9 million (US$0.9 million), or a decrease of 7% relative to the corresponding period in 2010.

Non-GAAP EBITDA loss, which is herein defined as net loss before income taxes, interest expenses, interest income, depreciation and amortization (excluding amortization of acquired content), further adjusted for share-based compensation expenses and other non-operating items, was RMB28.6 million (US$4.5 million) in the fourth quarter of 2011.

Full-Year 2011 Results

Net revenues were RMB897.6 million (US$142.6 million) in 2011, representing a 132% increase from 2010. The significant increase of net revenuesfor 2011 was mainly due to the strong performance of brand advertising revenues,which grew 128% from 2010 to RMB851.3 million (US$135.3 million) in 2011. The growth was primarily attributable to the increased use by brand advertisers of our advertising services as evidenced by the increased average spend per advertiser from RMB1.1 million to RMB2.0 million and by an increase in the number of advertisers from 423 to 505, representing a 82% and 19% increase from 2010 respectively.

Bandwidth costs as a component of cost of revenues were RMB324.7 million (US$51.6 million) in 2011, representing 36% of net revenues, compared to 50% in the corresponding period in 2010 due to strong operating leverage.

Content costs as a component of cost of revenues were RMB243.4 million (US$38.7 million)with our change in accounting estimate to accelerate amortization of content costs starting in fiscal year 2011. If the Company had continued using straight-line amortization for content costs as in 2010, the total purchased content costs would have been RMB172.5 million (US$27.4 million) representing 19% of net revenues in 2011 as compared to 21% in 2010.

Gross profit was RMB200.3 million (US$31.8 million) in 2011, an increase of 452% compared to gross profit of RMB36.3 million (US$5.8 million) in 2010. Non-GAAP gross profit was RMB204.2 million (US$32.4 million) in 2011, an increase of 449% compared to the non-GAAP gross profit of RMB37.2 million (US$5.9 million) in 2010. The significant increase of non-GAAP gross profit was mainly due to increased revenues from brand advertising services and strong operating leverage.

Operating expenses were RMB383.6 million (US$60.9 million) in 2011, an increase of 101% compared to operating expenses of RMB190.6 million (US$30.3 million) in 2010. Non-GAAP operating expenses were RMB340.0 million (US$54.0 million) in 2011, compared to the non-GAAP operating expenses of RMB179.4 million (US$28.5 million) in 2010. The increase was primarily due to increases in sales and marketing expenses, product development expenses and general and administrative expenses as a result of the substantial growth of our business during 2011. Detailed discussion of each component of operating expenses is as follows:

Sales and marketing expenses were RMB230.5 million (US$36.6 million) in 2011, an increase of 77% compared to sales and marketing expenses of RMB130.2 million (US$20.7 million) in 2010. Non-GAAP sales and marketing expenses were RMB216.3 million (US$34.4 million) in 2011, an increase of 74% compared to the non-GAAP sales and marketing expenses of RMB124.3 million (US$19.7 million) in 2010. This increase was primarily due to increases in marketing expenses and commission expenses paid to our sales force in line with our revenue growth.

Product development expenses were RMB72.6 million (US$11.5 million) in 2011, an increase of 132% compared to product development expenses of RMB31.3 million (US$5.0 million) in 2010. Non-GAAP product development expenses were RMB60.3 million (US$9.6 million) in 2011, an increase of 114% compared to the non-GAAP product development expenses of RMB28.2 million (US$4.5 million) in 2010. This increase was primarily due to an increase in salaries and benefits for product and development personnel resulting from increased headcount.

General and administrative expenses were RMB80.5 million (US$12.8 million) in 2011, an increase of 178% compared to general and administrative expenses of RMB29.0 million (US$4.6 million) in 2010. Non-GAAP general and administrative expenses were RMB63.4 million (US$10.1 million) in 2011, an increase of 136% compared to the non-GAAP general and administrative expenses of RMB26.9 million (US$4.3 million) in 2010.

Net loss was RMB172.1 million ($27.3 million), a 16% decrease from 2010. Non-GAAP net loss was RMB124.6 million (US$19.8 million) in 2011, or a decrease of 16% relative to the non-GAAP net loss in 2010. If we had continued using straight-line amortization for content costs as in the corresponding period in 2010, our non-GAAP net loss in 2011 would be RMB53.7 million (US$8.5 million), or a decrease of 64% relative to 2010.

Non-GAAP EBITDA loss was RMB90.1 million (US$14.3 million) in 2011, or a decrease of 9% relative to the non-GAAP EBITDA loss in 2010.

Business Outlook

For the first quarter of 2012, the Company expects year-on-year growth of 95% to 105% in net revenues. This forecast reflects the Company's current and preliminary view, which is subject to change.

Supplementary Information

The number of monthly unique visitors from homes and offices in December 2011 was approximately 263 million, an increase of 26% compared to the corresponding period in 2010 according to iResearch.

Total user time spent for the fourth quarter in 2011 was approximately 2.2 billion hours, an increase of 78% compared to the corresponding period in 2010 according to iResearch.

Youku and Tudou Holdings Limited (NASDAQ: TUDO) ("Tudou") today announced that they have signed a definitive agreement for Tudou to combine with Youku in a 100% stock for stock transaction that will result in Youku and Tudou shareholders and ADS holders owning approximately 71.5% and 28.5% of the combined entity, respectively, immediately upon closing of the transaction. For more details, please see the joint press release issued by Youku and Tudou on March 12, 2012.

Conference Call Information

Youku's management will host an earnings conference call at 8:00 a.m. U.S. Eastern Time on March 12, 2012 (8:00 p.m. Beijing/Hong Kong Time on March 12, 2012).

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: 1-718-354-1231

Mainland China Toll Free Dial In: 86-4006208038 / 86-8008190121

Hong Kong Dial In: 852-2475-0994

A replay of the call will be available by dialing 1-866-214-5335 (international 1-718-354-1232), and entering passcode 56671639#. The replay will be available through March 19, 2012.

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's corporate website at http://ir.youku.com.

About Youku

Youku Inc. is China's leading Internet television company. Our Internet television platform enables users to search, view and share high-quality video content quickly and easily across multiple devices. Youku, which stands for "what's best and what's cool" in Chinese, is the most recognized online video brand in China. Youku's American depositary shares, each representing 18 of our Class A ordinary shares, are traded on 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'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'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's consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"), Youku uses the following measures defined as non-GAAP financial measures by the SEC in evaluating its business: non-GAAP gross profit, non-GAAP operating expenses, non-GAAP sales and marketing expense, non-GAAP product development expenses, non-GAAP general and administrative expenses, non-GAAP loss from operations, non-GAAP net loss and non-GAAP EBITDA loss. We define non-GAAP gross profit, non-GAAP operating expenses, non-GAAP sales and marketing expense, non-GAAP product development expenses, non-GAAP general and administrative expenses, and non-GAAP loss from operations as the respective nearest comparable GAAP financial measure to exclude share-based compensation expenses. We define non-GAAP net loss as net loss excluding share-based compensation expenses and change in fair value of warrant liability. We define non-GAAP EBITDA loss as net income or loss before income taxes, interest expenses, interest income, depreciation and amortization (excluding amortization of acquired content), further adjusted for share-based compensation 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's business for the foreseeable future.

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:

Investor Relations:

Ryan Cheung

Corporate Finance Director

Youku Inc.

Tel: (+8610) 5885-1881 x6090

Email: ryan.cheung@youku.com

YOUKU INC.
CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except for December December December
number of shares) 31, 31 31
2010 2011 2011
---- ---- ----
RMB RMB US$
ASSETS (Unaudited) (Unaudited)

Current assets:
Cash and cash equivalents 1,811,423 2,292,538 364,248
Short-term investments - 1,400,858 222,574
Accounts receivable, net 216,245 421,474 66,966
Intangible assets 10,230 16,078 2,555
Prepayments and other assets 25,187 16,832 2,674

Total current assets 2,063,085 4,147,780 659,017

Non-current assets:
Property and equipment, net 64,177 96,567 15,343
Long-term investment - 1,707 271
Intangible assets 57,550 211,978 33,680
Capitalized content production costs - 7,782 1,236
Prepayments and other assets 5,356 209,744 33,325

Total non-current assets 127,083 527,778 83,855
------- ------- ------

TOTAL ASSETS 2,190,168 4,675,558 742,872
========= ========= =======

LIABILITIES AND SHAREHOLDERS'
EQUITY

Current liabilities:
Accounts payable 35,641 60,070 9,544
Advances from customers 1,304 3,140 499
Accrued expenses and other liabilities 201,100 390,607 62,061
Current portion of long-term debt 22,180 9,182 1,459

Total current liabilities 260,225 462,999 73,563

Non-current liabilities?
Long-term debt 18,455 7,382 1,173

Total non-current liabilities 18,455 7,382 1,173
------ ----- -----

Total liabilities 278,680 470,381 74,736

Commitments and contingencies

Shareholders' equity?
Class A Ordinary Shares (US$0.00001 par
value, 9,340,238,793 82 93 15
authorized, 1,235,761,996 and
1,395,435,339 issued and
outstanding as of December 31, 2010 and
2011, respectively)
Class B Ordinary Shares (US$0.00001 par
value, 659,761,207 49 49 8
authorized, 659,761,207 and 659,561,893
issued and outstanding
as of December 31, 2010 and 2011,
respectively)
Additional paid-in capital 2,625,250 5,185,257 823,854
Accumulated deficit -699,540 -871,644 -138,490
Accumulated other comprehensive loss -14,353 -108,578 -17,251

Total shareholders' equity 1,911,488 4,205,177 668,136
--------- --------- -------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 2,190,168 4,675,558 742,872
========= ========= =======

YOUKU INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended,
---------------------------
(Amounts in thousands,
except for number of
shares and December 31, September 30, December 31, December 31,
ADS and per share and
per ADS data)
2010 2011 2011 2011
---- ---- ---- ----
RMB RMB RMB US$
(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Net revenues 152,474 262,471 309,309 49,144

Cost of revenues (Note
1) (102,111) (194,686) (243,735) (38,726)
-------- -------- -------- -------

Gross profit (loss) 50,363 67,785 65,574 10,418

Operating expenses:
Product development (10,027) (24,053) (23,734) (3,771)
Sales and marketing (38,711) (74,205) (66,869) (10,624)
General and
administrative (10,241) (21,845) (32,351) (5,140)
------- ------- ------- ------
Total operating
expenses (58,979) (120,103) (122,954) (19,535)
------- -------- -------- -------

(Loss) profit from
operations (8,616) (52,318) (57,380) (9,117)

Interest income 102 8,677 10,770 1,711
Interest expenses (2,477) (1,542) (1,327) (211)
Change in fair value of
warrant liability (26,736) - - -
Other, net 4 (2,291) (1,677) (266)
--- ------ ------ ----
Total other income
(expenses), net (29,107) 4,844 7,766 1,234

(Loss) profit before
income taxes (37,723) (47,474) (49,614) (7,883)
Income taxes - - - -
--- --- --- ---

Net (loss) profit (37,723) (47,474) (49,614) (7,883)
======= ======= ======= ======

Net loss per share,
basic and diluted (0.05) (0.02) (0.02) *
Net loss per ADS, basic
and diluted (0.89) (0.42) (0.43) (0.07)
Shares used in
computation, basic and
diluted 765,083,372 2,051,993,011 2,054,298,858 2,054,298,858
ADS used in
computation, basic and
diluted 42,504,632 113,999,611 114,127,714 114,127,714

For the Twelve Months Ended,
----------------------------
(Amounts in
thousands,
except for
number of
shares and December 31, December 31, December 31,
ADS and per
share and
per ADS
data)
2010 2011 2011
---- ---- ----
RMB RMB US$
(Unaudited) (Unaudited)

Net
revenues 387,097 897,624 142,619

Cost of
revenues
(Note 1) (350,830) (697,337) (110,796)
-------- -------- --------

Gross
profit
(loss) 36,267 200,287 31,823

Operating
expenses:
Product
development (31,287) (72,573) (11,531)
Sales and
marketing (130,238) (230,475) (36,619)
General and
administrative (28,957) (80,529) (12,795)
Total
operating
expenses (190,482) (383,577) (60,945)
-------- -------- -------

(Loss)
profit
from
operations (154,215) (183,290) (29,122)

Interest
income 1,170 23,693 3,764
Interest
expenses (7,440) (6,825) (1,084)
Change in
fair value
of warrant
liability (44,268) - -
Other, net 69 (5,682) (903)
--- ------ ----
Total other
income
(expenses),
net (50,469) 11,186 1,777

(Loss)
profit
before
income
taxes (204,684) (172,104) (27,345)
Income
taxes - - -
--- --- ---

Net (loss)
profit (204,684) (172,104) (27,345)
======== ======== =======

Net loss
per share,
basic and
diluted (0.44) (0.09) (0.01)
Net loss
per ADS,
basic and
diluted (7.90) (1.55) (0.25)
Shares used
in
computation,
basic and
diluted 466,340,541 1,992,923,515 1,992,923,515
ADS used in
computation,
basic and
diluted 25,907,808 110,717,973 110,717,973

* represents per share amount which is less than (0.01)

The accompanying notes are an integral part of the press release

Note 1. Cost of
Revenues For the Three Months Ended,
---------------------------
December September December December
31, 30, 31, 31,
2010 2011 2011 2011
---- ---- ---- ----
RMB RMB RMB US$
(Amounts in
thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Cost of revenues:
Business tax and
surcharges 15,231 25,420 32,162 5,110
Bandwidth costs 51,685 92,388 109,718 17,432
Depreciation of
servers and other
equipment 8,950 9,855 11,166 1,775
Content costs 26,245 67,023 90,689 14,409
------ ------ ------
Total Cost of
Revenues 102,111 194,686 243,735 38,726
======= ======= ======= ======

Note 1. Cost of Revenues For the Twelve Months Ended,
----------------------------
December December December
31, 31, 31,
2010 2011 2011
---- ---- ----
RMB RMB US$
(Amounts in thousands) (Unaudited) (Unaudited)
Cost of revenues:
Business tax and surcharges 38,472 90,215 14,334
Bandwidth costs 191,679 324,682 51,587
Depreciation of servers and other
equipment 37,958 39,052 6,205
Content costs 82,721 243,388 38,670
Total Cost of Revenues 350,830 697,337 110,796
======= ======= =======

YOUKU INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended,
---------------------------
(Amounts in thousands) Dec 31, Sep 30, Dec 31, Dec 31,
2010 2011 2011 2011
---- ---- ---- ----
RMB RMB RMB US$
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Cash flows from operating
activities:
Net loss (37,723) (47,474) (49,614) (7,883)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation 10,408 11,557 13,230 2,102
Bad debt expense 330 1,066 (10) (2)
Amortization of intangible assets and self
produced contents 12,595 43,111 61,552 9,780
Accretion of long-term debt discounts 1,053 839 717 114
Gain on disposal of property and
equipment (4) - (11) (2)
Foreign exchange loss - 1,971 2,009 319
Share-based compensation 4,615 19,295 15,547 2,470
Change in fair value of warrant liability 26,736 - - -
Change in operating assets and
liabilities:
Accounts receivable (46,703) (135,309) (8,577) (1,363)
Prepayments and other assets 469 (6,911) (806) (128)
Capitalized content production costs 1,554 (5,384) (4,055) (644)
Accounts payable 71 - - -
Advances from customers (219) 4,444 (2,028) (322)
Accrued expenses and other liabilities 37,446 111,676 53,597 8,515

Net cash provided by (used in)
operating activities 10,628 (1,119) 81,551 12,956

Cash flows from investing
activities:
Acquisition of property and equipment (17,364) (11,797) (40,706) (6,468)
Deposit for acquisition of equity interest - - - -
Proceeds from (purchase of) short-term
investments - (168,131) 261 41
Proceeds from disposal of property and
equipment 4 - 16 3
Acquisition of intangible assets (26,673) (189,884) (115,049) (18,279)

Net cash used in investing
activities (44,033) (369,812) (155,478) (24,703)

Cash flows from financing
activities:
Exercise of employee stock options 62 2,390 1,232 196
Proceeds from issuance of Series F
Preferred Shares - - - -
Drawdown of long-term debt - - - -
Principal repayments on long-term debt (7,677) (5,594) (4,741) (753)
Debt commitment fee received - - - -
Proceeds from follow-on offering & IPO
activity, net of issuance costs 1,435,329 (539) (247) (39)
Payment of convertible redeemable
preferred shares issuance costs (12,611) - - -

Net cash provided by (used in)
financing activities 1,415,103 (3,743) (3,756) (596)
Effect of exchange rate changes on
cash and cash equivalents (10,829) (44,041) (17,626) (2,800)
------- ------- ------- ------
Net (decrease) increase in cash and
cash equivalents 1,370,869 (418,715) (95,309) (15,143)
Cash and cash equivalents at the
beginning of the period 440,554 2,806,562 2,387,847 379,391
Cash and cash equivalents at the end
of the period 1,811,423 2,387,847 2,292,538 364,248
========= ========= ========= =======

For the Twelve Months Ended,
----------------------------
December December December
(Amounts in thousands) 31, 31, 31,
2010 2011 2011
---- ---- ----
RMB RMB US$
(Unaudited) (Unaudited)
Cash flows from operating
activities:
Net loss (204,684) (172,104) (27,345)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation 42,691 45,670 7,256
Bad debt expense 994 1,509 240
Amortization of intangible assets and self
produced contents 44,530 166,576 26,466
Accretion of long-term debt discounts 2,504 3,496 555
Gain on disposal of property and
equipment 19 (18) (3)
Foreign exchange loss - 5,624 894
Share-based compensation 11,990 47,494 7,546
Change in fair value of warrant liability 44,268 - -
Change in operating assets and
liabilities:
Accounts receivable (142,279) (206,738) (32,847)
Prepayments and other assets (1,457) (15,458) (2,455)
Capitalized content production costs (196) (11,307) (1,797)
Accounts payable (39) (252) (40)
Advances from customers (1,906) 1,836 292
Accrued expenses and other liabilities 97,541 197,542 31,386

Net cash provided by (used in)
operating activities (106,024) 63,870 10,148

Cash flows from investing
activities:
Acquisition of property and equipment (45,987) (84,855) (13,482)
Deposit for acquisition of equity interest (1,707) - -
Proceeds from (purchase of) short-term
investments - (1,397,817) (222,091)
Proceeds from disposal of property and
equipment 4 24 4
Acquisition of intangible assets (89,150) (490,767) (77,975)

Net cash used in investing
activities (136,840) (1,973,415) (313,544)

Cash flows from financing
activities:
Exercise of employee stock options 165 4,647 738
Proceeds from issuance of Series F
Preferred Shares 334,985 - -
Drawdown of long-term debt 33,875 - -
Principal repayments on long-term debt (26,620) (27,107) (4,307)
Debt commitment fee received (136) - -
Proceeds from follow-on offering & IPO
activity, net of issuance costs 1,434,763 2,512,969 399,271
Payment of convertible redeemable
preferred shares issuance costs (13,259) - -

Net cash provided by (used in)
financing activities 1,763,773 2,490,509 395,702
Effect of exchange rate changes on
cash and cash equivalents (11,094) (99,849) (15,864)
------- ------- -------
Net (decrease) increase in cash and
cash equivalents 1,509,815 481,115 76,442
Cash and cash equivalents at the
beginning of the period 301,608 1,811,423 287,806
Cash and cash equivalents at the end
of the period 1,811,423 2,292,538 364,248
========= ========= =======

Reconciliations of Non-GAAP results of operations measures to the nearest comparable GAAP financial measures (*) (Amounts in thousands of Renminbi
("RMB") and U.S. dollars ("US$"),unaudited)

1. Non-GAAP Gross Profit (Loss) For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----

Gross profit (loss) 50,363 67,785 65,574 10,418 36,267 200,287 31,823
Add back: share-based compensation 368 1,459 1,302 207 918 3,894 619
--- ----- ----- --- --- ----- ---
Non-GAAP gross profit (loss) 50,731 69,244 66,876 10,625 37,185 204,181 32,442
====== ====== ====== ====== ====== ======= ======

2. Non-GAAP Operating Expenses For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
Operating expenses 58,979 120,103 122,954 19,535 190,482 383,577 60,945
Deduct: share-based compensation 4,247 17,836 14,245 2,263 11,072 43,600 6,927
----- ------ ------ ----- ------ ------ -----
Non-GAAP operating expenses 54,732 102,267 108,709 17,272 179,410 339,977 54,018
====== ======= ======= ====== ======= ======= ======

3. Non-GAAP Sales and Marketing
Expenses For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
Sales and marketing expenses 38,711 74,205 66,869 10,624 130,238 230,475 36,619
Deduct: share-based compensation 2,309 6,047 2,440 388 5,954 14,196 2,255
----- ----- ----- --- ----- ------ -----
Non-GAAP sales and marketing
expenses 36,402 68,158 64,429 10,236 124,284 216,279 34,364
====== ====== ====== ====== ======= ======= ======

4. Non-GAAP Product Development
Expenses For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
Product development expenses 10,027 24,053 23,734 3,771 31,287 72,573 11,531
Deduct: share-based compensation 1,011 5,534 3,872 615 3,049 12,233 1,944
----- ----- ----- --- ----- ------ -----
Non-GAAP product development
expenses 9,016 18,519 19,862 3,156 28,238 60,340 9,587
===== ====== ====== ===== ====== ====== =====

5. Non-GAAP General and
Administrative Expenses For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
General and administrative expenses 10,241 21,845 32,351 5,140 28,957 80,529 12,795
Deduct: share-based compensation 927 6,255 7,933 1,260 2,069 17,171 2,728
--- ----- ----- ----- ----- ------ -----
Non-GAAP general and administrative
expenses 9,314 15,590 24,418 3,880 26,888 63,358 10,067
===== ====== ====== ===== ====== ====== ======

6. Non-GAAP (Loss) Profit from
Operations For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
(Loss) profit from operations (8,616) (52,318) (57,380) (9,117) (154,215) (183,290) (29,122)
Add back: share-based compensation 4,615 19,295 15,547 2,470 11,990 47,494 7,546
----- ------ ------ ----- ------ ------ -----
Non-GAAP (loss) profit from
operations (4,001) (33,023) (41,833) (6,647) (142,225) (135,796) (21,576)
====== ======= ======= ====== ======== ======== =======

7. Non-GAAP Net (Loss) Profit For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
Net (loss) profit (37,723) (47,474) (49,614) (7,883) (204,684) (172,104) (27,345)
Add back: share-based compensation 4,615 19,295 15,547 2,470 11,990 47,494 7,546
Add back: change in fair value of
warrant liability 26,736 - - - 44,268 - -
------ --- --- --- ------ --- ---
Non-GAAP net (loss) profit (6,372) (28,179) (34,067) (5,413) (148,426) (124,610) (19,799)
====== ======= ======= ====== ======== ======== =======

8. Non-GAAP EBITDA (Loss) Profit For the Three Months Ended, For the Twelve Months Ended,
--------------------------- ----------------------------
December 31, September 30, December 31, December 31, December 31, December 31, December 31,
2010 2011 2011 2011 2010 2011 2011
---- ---- ---- ---- ---- ---- ----
RMB RMB RMB US$ RMB RMB US$
Net (loss) profit (37,723) (47,474) (49,614) (7,883) (204,684) (172,104) (27,345)
Add back:
Depreciation and amortization
(excluding amortization
of acquired content)** 10,423 11,571 13,244 2,104 42,711 45,728 7,265
Interest income (102) (8,677) (10,770) (1,711) (1,170) (23,693) (3,764)
Interest expenses 2,477 1,542 1,327 211 7,440 6,825 1,084
Income taxes - - - - - - -
--- --- --- --- --- --- ---
EBITDA (Loss) Profit (24,925) (43,038) (45,813) (7,279) (155,703) (143,244) (22,760)

Adjustments:
Share-based compensation 4,615 19,295 15,547 2,470 11,990 47,494 7,546
Change in fair value of warrant
liability 26,736 - - - 44,268 - -
Others, net (4) 2,291 1,677 266 (69) 5,682 903
--- ----- ----- --- --- ----- ---
Non-GAAP EBITDA (Loss) Profit 6,422 (21,452) (28,589) (4,543) (99,514) (90,068) (14,311)
===== ======= ======= ====== ======= ======= =======

* For more information on the Non-GAAP financial measures, please see the section captioned "About Non-GAAP Financial Measures" in this earnings release.
**The amortization expense was related to advertising license acquired in April 2010. The amortization of acquired content was not treated as a Non-GAAP
adjustment.

SOURCE Youku Inc.

Youku Inc.

Web Site: http://ir.youku.com

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