Youku Tudou Announces Second Quarter 2013 Unaudited Financial Results

Youku Tudou Announces Second Quarter 2013 Unaudited Financial Results

Revenue Growth Reaccelerated; Cost Synergies Materialized as Merger Integration Completed

BEIJING, Aug. 8, 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 the second 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 June 30, 2012 derived from the accompanying unaudited pro forma condensed combined statements of operations (the "Pro Forma Statement of Operations") for the three months ended June 30, 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 adjustments to the historical statement of operations have been made to conform its accounting policies to those of Youku's.

Second Quarter Highlights([1])


-- Consolidated net revenues were RMB753.5 million (US$122.8 million), a
30% increase from the pro forma combined net revenues for the
corresponding period in 2012.
-- Consolidated gross profit was RMB190.2 million (US$31.0 million), an 87%
increase from the pro forma combined gross profit for the corresponding
period in 2012. Consolidated or pro forma combined non-GAAP gross profit
is herein defined as consolidated or pro forma combined gross profit
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 RMB204.4
million (US$33.3 million), a 77% increase from the pro forma combined
non-GAAP gross profit for the corresponding period in 2012.
-- Consolidated net loss was RMB105.1 million (US$17.1million), a 40%
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 RMB44.6 million (US$7.3 million), a
63% decrease 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 RMB0.63 (US$0.10) and RMB0.63 (US$0.10),
respectively.
-- Consolidated cash, cash equivalents, restricted cash and short-term
investments totaled RMB3.3 billion (US$543.8 million) as of June 30,
2013.
-- Consolidated acquisition of property and equipment was RMB34.5 million
(US$5.6 million).
-- Consolidated acquisition of intangible assets was RMB102.5 million
(US$16.7 million).
"Multi-screen video consumption is a game changer for Internet television as it offers video anytime, anywhere on any device. We are leveraging our top-of-mind video brand awareness, comprehensive content library and cross-screen product functionalities to extend our leading presence across different screens. With users watching Internet videos on multiple screens becoming the standard in China, Youku Tudou is at the center of exciting growth opportunities for the long term," said Victor Koo, Chairman and Chief Executive Officer of Youku Tudou. "Youku Tudou is moving full speed ahead in multi-screen online video services. Mobile traffic growth is fast gaining traction ahead of our expectations with daily video views growing more than 100% in the last six months. The combination of dynamic growth in mobile traffic and the vast scale of our traffic on PC positions us as the clear leading multi-screen online video company in China."

Dele Liu, President of Youku Tudou, added, "We made solid financial and operational progress across-the-board in the second quarter. Revenue growth reaccelerated due to more effective sales execution while cost synergies further materialized as the integration between Youku and Tudou was completed, resulting in significant margin improvement. We remain committed to building our user-generated content ecosystem and leveraging our original content production capabilities to differentiate Youku Tudou and support our content marketing solutions."

Second Quarter 2013 Results

Consolidated net revenues were RMB753.5 million (US$122.8 million) in the second quarter of 2013, a 30% 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 RMB726.6 million (US$118.4 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 RMB164.1 million (US$26.7 million) in the second quarter of 2013, representing 22% of the consolidated net revenues, as compared to the pro forma combined bandwidth costs of RMB177.0 million (US$28.8 million), representing 31% 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 RMB303.5 million (US$49.4 million) in the second quarter of 2013, representing 40% of the consolidated net revenues, as compared to the pro forma combined content costs of RMB208.3 million, representing 36% 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 RMB289.2 million (US$47.1 million) in the second quarter of 2013, representing 38% of consolidated net revenues. Before any pro forma adjustments, the combined non-GAAP content costs were RMB248.6 million (US$40.5 million), representing 43% of the pro forma combined net revenues for the corresponding period in 2012. Including the pro forma adjustments, the pro forma combined non-GAAP content costs were RMB194.6 million (US$31.7 million), representing 34% of the pro forma combined net revenues for the corresponding period in 2012.

Consolidated gross profit was RMB190.2 million (US$31.0 million)in the second quarter of 2013, an 87% increase from the pro forma combined gross profit of RMB101.8 million (US$16.6 million) for the corresponding period in 2012. Consolidated non-GAAP gross profit was RMB204.4 million (US$33.3 million) in the second quarter of 2013, representing 27% of consolidated net revenues, a 77% increase as compared to the pro forma combined non-GAAP gross profit of RMB115.5 million (US$18.8 million), representing 20% of the pro forma combined net revenues for the corresponding period in 2012.

Consolidated operating expenses were RMB306.8 million (US$50.0 million) in the second quarter of 2013, as compared to RMB296.8 million (US$48.4 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 RMB260.6 million (US$42.5 million) in the second quarter of 2013, a 2% increase compared to RMB254.4 million (US$41.5 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 RMB165.2 million (US$26.9 million) in the second quarter of 2013, as compared to RMB146.1 million (US$23.8 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 RMB150.4 million (US$24.5 million) in the second quarter of 2013, a 12% increase compared to RMB134.7 million (US$21.9 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 RMB66.1 million (US$10.8 million) in the second quarter of 2013, as compared to RMB57.3 million (US$9.3 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 RMB54.8 million (US$8.9 million) in the second quarter of 2013, a 14% increase compared to RMB48.2 million (US$7.9 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 RMB75.6 million (US$12.3 million) in the second quarter of 2013, as compared to RMB93.5 million (US$15.2 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 RMB55.4 million (US$9.0 million) in the second quarter of 2013, a 22% decrease compared to RMB71.5 million (US$11.6 million) of the pro forma combined non-GAAP general and administrative expenses for the corresponding period in 2012.

Consolidated net loss was RMB105.1 million (US$17.1 million) in the second quarter of 2013, a 40% decrease compared to RMB176.3 million (US$28.7 million) of the pro forma combined net loss for the corresponding period in 2012. Consolidated non-GAAP net loss was RMB44.6 million (US$7.3 million) in the second quarter of 2013, a 63% decrease compared to RMB120.1 million (US$19.6 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 RMB28.7 million (US$4.7 million) in the second quarter of 2013, a 75% decrease compared to RMB113.9 million (US$18.6 million) of the pro forma combined non-GAAP adjusted EBITDA loss for the corresponding period in 2012.

Business Outlook

For the third quarter of 2013, the Company expects consolidated net revenues will be between RMB830 million and RMB870 million, with consolidated advertising net revenues contributing between RMB740 million and RMB770 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 August 8, 2013 (9:00 a.m. Beijing/Hong Kong Time on August 9, 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 27037557#. The replay will be available through August 16, 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 June 30, 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 June 30, 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: ryan.cheung@youku.com



[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 RMB6.1374 to
US$1.00, the effective noon buying
rate as of June 28, 2013 in the
City of New York for cable
transfers of RMB as certified for
customs purposes by the Federal
Reserve Bank of New York. No
representation is made that the
RMB amounts could have been, or
could be, converted into US$ at
such rate.








YOUKU TUDOU INC.

CONSOLIDATED BALANCE SHEETS


(Amounts in thousands, except for number of shares) For the Three Months Ended
--------------------------------------------------

December 31, 2012 June 30, 2013
----------------- -------------

RMB RMB US$

ASSETS (Unaudited) (Unaudited)


Current assets:

Cash and cash equivalents 1,655,857 947,810 154,432

Restricted cash 9,003 8,309 1,354

Short-term investments 2,110,073 2,381,219 387,985

Accounts receivable, net 932,796 1,244,028 202,696

Intangible assets, net 19,607 101,477 16,534

Deferred tax assets 10,470 10,470 1,706

Prepayments and other assets 64,909 49,582 8,079
------ ------ -----

Total current assets 4,802,715 4,742,895 772,786


Non-current assets:

Property and equipment, net 200,681 208,143 33,914

Intangible assets, net 1,304,923 1,326,080 216,065

Capitalized content production costs - 4,941 805

Prepayments and other assets 229,185 239,633 39,045

Goodwill 4,255,570 4,255,570 693,383

Total non-current assets 5,990,359 6,034,367 983,212
--------- --------- -------


TOTAL ASSETS 10,793,074 10,777,262 1,755,998
========== ========== =========


LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:

Accounts payable 181,878 284,285 46,320

Advances from customers 21,603 55,879 9,105

Accrued expenses and other liabilities 981,353 1,080,185 176,001

Current portion of long-term debt 7,441 1,122 183
----- ----- ---

Total current liabilities 1,192,275 1,421,471 231,609


Non-current liabilities?

Deferred tax liability 224,374 224,374 36,558

Other liabilities 19,552 70 11

Total non-current liabilities 243,926 224,444 36,569
------- ------- ------


Total liabilities 1,436,201 1,645,915 268,178


Commitments and contingencies


Shareholders' equity?

Class A Ordinary Shares (US$0.00001 par value, 9,340,238,793 149 152 25

authorized, 2,286,643,502 and 2,325,733,363 issued and outstanding

as of December 31, 2012 and June 30, 2013, respectively)

Class B Ordinary Shares (US$0.00001 par value, 659,761,207 49 49 8

authorized, 659,561,893 and 659,561,893 issued and outstanding as

of December 31, 2012 and June 30, 2013, respectively)

Additional paid-in capital 10,768,204 10,919,623 1,779,194

Statutory reserves 1,500 1,500 244

Accumulated deficit (1,297,147) (1,634,672) (266,346)

Accumulated other comprehensive loss (115,882) (155,305) (25,305)

Total shareholders' equity 9,356,873 9,131,347 1,487,820
--------- --------- ---------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 10,793,074 10,777,262 1,755,998
========== ========== =========





YOUKU TUDOU INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

(Amounts in thousands, except for number of shares and ADS and per share and per Pro Forma

ADS data)
--------

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)


Net revenues 578,308 515,997 753,457 122,765 1,269,454 206,840


Cost of revenues (Note 1) (476,545) (501,766) (563,281) (91,778) (1,065,047) (173,534)
-------- -------- -------- ------- ---------- --------


Gross profit 101,763 14,231 190,176 30,987 204,407 33,306


Operating expenses:

Product development (57,260) (56,828) (66,051) (10,762) (122,879) (20,021)

Sales and marketing (146,074) (127,600) (165,201) (26,917) (292,801) (47,707)

General and administrative (93,504) (83,350) (75,569) (12,313) (158,919) (25,894)

Total operating expenses (296,838) (267,778) (306,821) (49,992) (574,599) (93,622)
-------- -------- -------- ------- -------- -------


Loss from operations (195,075) (253,547) (116,645) (19,005) (370,192) (60,316)


Interest income 12,938 7,179 7,090 1,155 14,269 2,324

Interest expenses (1,956) (387) (158) (26) (545) (89)

Other, net 5,423 14,281 4,720 769 19,001 3,096
----- ------ ----- --- ------ -----

Total other income, net 16,405 21,073 11,652 1,898 32,725 5,331


Loss before income taxes (178,670) (232,474) (104,993) (17,107) (337,467) (54,985)

Income taxes 2,391 - (58) (9) (58) (10)
----- --- --- --- --- ---


Net loss (176,279) (232,474) (105,051) (17,116) (337,525) (54,995)
======== ======== ======== ======= ======== =======


Net loss per share, basic and diluted (0.06) (0.08) (0.04) (0.01) (0.11) (0.02)

Net loss per ADS (each ADS represents 18 class A ordinary shares), (1.09) (1.42) (0.63) (0.10) (2.05) (0.33)
basic and diluted

Shares used in computation, basic and diluted 2,918,302,861 2,953,267,696 2,980,162,122 2,980,162,122 2,969,000,985 2,969,000,985

ADSs used in computation, basic and diluted 162,127,936 164,070,427 165,564,562 165,564,562 164,944,499 164,944,499




The accompanying notes are an integral part of the press release.




Note 1. Cost of Revenues For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

(Amounts in thousands) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

Cost of revenues:

Value added, business taxes and surcharges 60,891 48,925 74,334 12,112 123,259 20,083

Bandwidth costs 176,951 161,045 164,111 26,739 325,156 52,979

Depreciation of servers and other equipment 30,424 22,470 21,384 3,484 43,854 7,146

Content costs 208,279 269,326 303,452 49,443 572,778 93,326

Total Cost of Revenues 476,545 501,766 563,281 91,778 1,065,047 173,534
======= ======= ======= ====== ========= =======






YOUKU TUDOU INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

(Amounts in thousands)
---------------------

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2012 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB RMB US$

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

Cash flows from operating activities:

Net loss (62,848) (232,474) (105,051) (17,116) (218,973) (337,525) (54,995)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation 14,742 26,795 27,502 4,481 28,743 54,297 8,847

Bad debt expense 1,669 7,076 10,035 1,635 2,327 17,111 2,788

Amortization of intangible assets and capitalized content production costs 77,338 138,991 176,523 28,762 168,521 315,514 51,408

Amortization of long-term debt discounts 535 221 92 15 1,151 313 51

Gain on disposal of property and equipment - 695 (645) (105) - 50 8

Foreign exchange loss (374) 325 (847) (138) (185) (522) (85)

Share-based compensation 26,197 37,850 48,529 7,907 49,264 86,379 14,075

Gain form remeasurement of previously held investment in acquired subsidiary - - - - (3,344) - -

Change in operating assets and liabilities:

Restricted cash - (10) 704 115 - 694 113

Accounts receivable (232,847) (33,644) (294,698) (48,017) (234,895) (328,342) (53,499)

Prepayments and other assets 19,167 1,347 21,794 3,551 30,332 23,141 3,770

Capitalized content production costs (2,872) 15,961 (42,382) (6,906) (7,897) (26,421) (4,305)

Accounts payable (2,504) (9,864) 11,179 1,821 (2,491) 1,315 214

Advances from customers (12,392) 38,457 (4,180) (681) 16,594 34,277 5,585

Accrued expenses and other liabilities 83,026 12,468 88,046 14,347 92,375 100,514 16,378

Net cash (used in) provided by operating activities (91,163) 4,194 (63,399) (10,329) (78,478) (59,205) (9,647)


Cash flows from investing activities:

Acquisition of property and equipment (22,603) (27,364) (34,549) (5,629) (32,672) (61,913) (10,088)

Proceeds received from maturity of short-term investments 1,145,908 36,703 621,948 101,337 1,399,581 658,651 107,318

Short-term investments placed with financial institutions - (185,590) (739,059) (120,419) (254,474) (924,649) (150,658)

Proceeds from disposal of property and equipment - - 1,282 209 - 1,282 209

Cash acquired, net of cash paid for acquired subsidiaries - - - - (25,778) - -

Acquisition of intangible assets (51,625) (238,921) (102,500) (16,701) (102,045) (341,421) (55,630)
-------- ------- -------- -------

Net cash (used in) provided by investing activities 1,071,680 (415,172) (252,878) (41,203) 984,612 (668,050) (108,849)


Cash flows from financing activities:

Exercise of employee stock options 8,483 28,740 35,935 5,855 14,327 64,675 10,538

Principal repayments on long-term debt (2,956) (3,236) (3,330) (543) (4,943) (6,566) (1,070)

Net cash (used in) provided by financing activities 5,527 25,504 32,605 5,312 9,384 58,109 9,468

Effect of exchange rate changes on cash and cash equivalents 9,527 (6,293) (32,608) (5,313) 7,050 (38,901) (6,338)
----- ------ ------- ------ ----- ------- ------

Net (decrease) increase in cash and cash equivalents 995,571 (391,767) (316,280) (51,533) 922,568 (708,047) (115,366)

Cash and cash equivalents at the beginning of the period 2,219,535 1,655,857 1,264,090 205,965 2,292,538 1,655,857 269,798

Cash and cash equivalents at the end of the period 3,215,106 1,264,090 947,810 154,432 3,215,106 947,810 154,432
========= ========= ======= ======= ========= ======= =======






Reconciliations of Non-GAAP results of operations measures to the nearest comparable GAAP financial measures (1)(Amounts in thousands of Renminbi ("RMB") and U.S. dollars ("US$"), unaudited)


1. Non-GAAP Content Cost For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Content cost 208,279 269,326 303,452 49,443 572,778 93,326

Deduct: share-based compensation 4,806 5,663 6,465 1,053 12,128 1,976

Deduct: amortization of intangible assets from business combination 8,897 8,331 7,741 1,261 16,072 2,619

Non-GAAP content cost 194,576 255,332 289,246 47,129 544,578 88,731
======= ======= ======= ====== ======= ======


2. Non-GAAP Gross Profit For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Gross profit 101,763 14,231 190,176 30,987 204,407 33,306

Add back: share-based compensation 4,806 5,663 6,465 1,053 12,128 1,976

Add back: amortization of intangible assets from business combination 8,897 8,331 7,741 1,261 16,072 2,619

Non-GAAP gross profit 115,466 28,225 204,382 33,301 232,607 37,901
======= ====== ======= ====== ======= ======



3. Non-GAAP Operating Expenses For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Operating expenses 296,838 267,778 306,821 49,992 574,599 93,622

Deduct: share-based compensation 30,939 32,187 42,064 6,854 74,251 12,099

Deduct: business combination related expenses 7,371 - - - - -

Deduct: amortization of intangible assets from business combination 4,176 4,155 4,155 676 8,310 1,354

Non-GAAP operating expenses 254,352 231,436 260,602 42,462 492,038 80,169
======= ======= ======= ====== ======= ======



4. Non-GAAP Sales and Marketing Expenses For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Sales and marketing expenses 146,074 127,600 165,201 26,917 292,801 47,707

Deduct: share-based compensation 9,331 10,061 12,708 2,071 22,769 3,710

Deduct: amortization of intangible assets from business combination 2,087 2,077 2,077 338 4,154 676

Non-GAAP sales and marketing expenses 134,656 115,462 150,416 24,508 265,878 43,321
======= ======= ======= ====== ======= ======



5. Non-GAAP Product Development Expenses For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Product development expenses 57,260 56,828 66,051 10,762 122,879 20,021

Deduct: share-based compensation 7,659 6,967 9,890 1,611 16,857 2,747

Deduct: amortization of intangible assets from business combination 1,402 1,395 1,395 227 2,790 455

Non-GAAP product development expenses 48,199 48,466 54,766 8,924 103,232 16,819
====== ====== ====== ===== ======= ======



6. Non-GAAP General and Administrative Expenses For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

General and administrative expenses 93,504 83,350 75,569 12,313 158,919 25,894

Deduct: share-based compensation 13,949 15,159 19,466 3,172 34,625 5,642

Deduct: business combination related expenses 7,371 - - - - -

Deduct: amortization of intangible assets from business combination 687 683 683 111 1,366 223

Non-GAAP general and administrative expenses 71,497 67,508 55,420 9,030 122,928 20,029
====== ====== ====== ===== ======= ======



7. Non-GAAP Loss from Operations For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Loss from operations (195,075) (253,547) (116,645) (19,005) (370,192) (60,316)

Add back: share-based compensation 35,745 37,850 48,529 7,907 86,379 14,075

Add back: business combination related expenses 7,371 - - - - -

Add back: amortization of intangible assets from business combination 13,073 12,486 11,896 1,937 24,382 3,973

Non-GAAP loss from operations (138,886) (203,211) (56,220) (9,161) (259,431) (42,268)
======== ======== ======= ====== ======== =======



8. Non-GAAP Net Loss For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Net loss (176,279) (232,474) (105,051) (17,116) (337,525) (54,995)

Add back: share-based compensation 35,745 37,850 48,529 7,907 86,379 14,075

Add back: business combination related expenses 7,371 - - - - -

Add back: amortization of intangible assets from business combination 13,073 12,486 11,896 1,937 24,382 3,973

Non-GAAP net loss (120,090) (182,138) (44,626) (7,272) (226,764) (36,947)
======== ======== ======= ====== ======== =======



9. Non-GAAP EBITDA Loss For the Three Months Ended For the Six Months Ended
-------------------------- ------------------------

Pro Forma

June 30, 2012 March 31, 2013 June 30, 2013 June 30, 2013 June 30, 2013 June 30, 2013
------------- -------------- ------------- ------------- ------------- -------------

RMB RMB RMB US$ RMB US$

Net loss (176,279) (232,474) (105,051) (17,116) (337,525) (54,995)

Add back:

Depreciation and amortization (excluding amortization

of acquired content ) (2) 25,035 26,810 27,516 4,483 54,326 8,852

Interest income (12,938) (7,179) (7,090) (1,155) (14,269) (2,324)

Interest expenses 1,956 387 158 26 545 89

Income taxes (2,391) - 58 9 58 10
------ --- --- --- --- ---

EBITDA loss (164,617) (212,456) (84,409) (13,753) (296,865) (48,368)


Adjustments:

Share-based compensation 35,745 37,850 48,529 7,907 86,379 14,075

Business combination related expenses 7,371 - - - - -

Amortization of intangible assets from business combination 13,073 12,486 11,896 1,937 24,382 3,973

Others, net (5,423) (14,281) (4,720) (769) (19,001) (3,096)
------ ------- ------ ---- ------- ------

Non-GAAP EBITDA loss (113,851) (176,401) (28,704) (4,678) (205,105) (33,416)
======== ======== ======= ====== ======== =======



(1) For more information on the Non-GAAP financial measures, please see the section captioned "About Non-GAAP Financial Measures" in this earnings release.

(2) The amortization expense was related to an advertising license acquired in April 2010. The amortization of acquired content was not treated as a Non-GAAP adjustment.


SOURCE Youku Tudou Inc.

Youku Tudou Inc.

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


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