Form 6-K SOGOU INC. For: Jul 31

July 30, 2018 8:36 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 


 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 


 

For the month of July 2018

Commission File Number: 001-38279

 

SOGOU INC.

(Exact name of registrant as specified in its charter)

 


 

Level 15, Sohu.com Internet Plaza

No. 1 Unit Zhongguancun East Road, Haidian District

Beijing 100084

People’s Republic of China

(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-Fo

 

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): o No x

 

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): o No x

 

 

 



 

Press Release

 

On July 30, 2018, the registrant announced its unaudited financial results for the second quarter ended June 30, 2018.  A copy of the press release issued by the registrant regarding the foregoing is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibits

 

99.1

 

Press release regarding financial results for the second quarter ended June 30, 2018.

 

2



 

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 hereunto duly authorized.

 

 

SOGOU INC.

 

 

 

By:

/s/ Joe Zhou (Yi Zhou)

 

 

Joe Zhou (Yi Zhou)

 

 

Chief Financial Officer

 

 

Date: July 30, 2018

 

 

3


Exhibit 99.1

 

Sogou Announces Second Quarter 2018 Results

 

BEIJING, China, July 30, 2018 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the second quarter 2018, ended June 30, 2018.

 

Second Quarter 2018 Highlights

 

·                      Total revenues1 were $301.4 million, a 43% increase year-over-year.

·                      Net income attributable to Sogou Inc. was $33.2 million, a 41% increase year-over-year. Non-GAAP2 net income attributable to Sogou Inc. was $38.2 million, a 58% increase year-over-year.

 

“We continued to develop our twin growth engines — search and mobile keyboard — in the second quarter,” said Xiaochuan Wang, CEO of Sogou. “In search, we bolstered our differentiated services in key verticals, such as healthcare, where we added more authoritative content, leading to a solid increase in related search queries and click through rate. We also deepened our partnership with WeChat by providing more search services such as our encyclopedia and interactive Q&A platform. Overall, our core search business maintained solid growth with revenues increasing by 45% year-over-year. During the quarter, we enhanced functionality of the Sogou Mobile Keyboard to better meet user needs for smart interaction and expression. Our AI-powered innovations drove broader adoption of the Sogou Mobile Keyboard, with DAU increasing by 36% year-on-year to 380 million in the second quarter.”

 

Mr. Wang added, “Going forward, we remain committed to developing language-centered AI technologies in voice, translation and Q&A, which are well positioned to empower our search, mobile keyboard and smart hardware products. Sogou Search continuously improved its content quality and user experience with the ongoing refinement of our translation and Q&A technologies. In the month of June, Sogou Mobile Keyboard handled approximately 300 million voice inputs on average per day, up 54% year-on-year, and remained China’s largest voice mobile application. We have also applied our AI capabilities to greatly enhance the competitiveness of our recently launched hardware products, such as Sogou Travel Translator and Sogou Smart Recording Translator.”

 

Joe Zhou, CFO of Sogou, said, “We achieved solid results in the second quarter with revenue increasing 43% year-over-year and non-GAAP net income up by 58%. Looking forward, we expect that our third quarter revenues will be lower than anticipated due to the one-time impact of a regulatory investigation and steps taken to ensure our advertising practices are compliant with relevant regulations, and the adjustment of our smart hardware strategy. We are confident that our twin growth engines and AI-focused strategy will lead to sustainable growth over the long term.”

 

Second Quarter 2018 Financial Results

 

Total revenues were $301.4 million, a 43% increase year-over-year.

 

·                      Search and search-related revenues3 were $270.6 million, a 45% increase year-over-year. The increase was primarily due to strong growth in auction-based pay-for-click services, driven by improved monetization and continued traffic growth in mobile search. Auction-based pay-for-click services accounted for 84.7% of search and search-related revenues, compared to 83.0% in the corresponding period in 2017.

·                      Other revenues were $30.8 million, a 27% increase year-over-year. The growth was primarily due to increased revenues from sales of smart hardware products and Internet value-added services (or “IVAS”).

 

Cost of revenues was $179.7 million, a 70% increase year-over-year. Traffic acquisition cost, a primary driver of cost of revenues, was $135.7 million, a 91% increase year-over-year, representing 45.0% of total revenues, compared to 33.7% in the corresponding period in 2017. The increase was driven by price inflation as a result of increased competition.

 



 

Gross profit was $121.7 million, a 15% increase year-over-year. Non-GAAP gross profit was $121.9 million, a 16% increase year-over-year.

 

Total operating expenses were $96.8 million, a 21% increase year-over-year.

 

·                      Research and development expenses were $56.2 million, a 48% increase year-over-year, representing 18.7% of total revenues, compared to 18.1% in the corresponding period in 2017. The increase was primarily due to an increase in salary and benefits expenses, outsourced product development fees as well as share based compensation expense, reflecting our continued efforts to strengthen our AI capabilities.

·                      Sales and marketing expenses were $33.9 million, an 8% decrease year-over-year, representing 11.2% of total revenues, compared to 17.4% in the corresponding period in 2017. The decrease was primarily attributable to a decrease in marketing and promotional spending for our mobile products.

·                      General and administrative expenses were $6.7 million, a 27% increase year-over-year, representing 2.2% of total revenues, compared to 2.5% in the corresponding period in 2017. The increase was primarily due to an increase in share based compensation expense and salary and benefit expenses.

 

Operating income was $24.8 million, a 2% decrease year-over-year. Non-GAAP operating income was $29.9 million, a 14% increase year-over-year.

 

Income tax expense was $3.0 million, compared to income tax expense of $2.0 million in the corresponding quarter of 2017.

 

Net income attributable to Sogou Inc. was $33.2 million, a 41% increase year-over-year. Non-GAAP net income attributable to Sogou Inc. was $38.2 million, a 58% increase year-over-year.

 

Basic earnings per ADS were $0.09. Diluted earnings per ADS were $0.08. Non-GAAP basic and diluted earnings per ADS were $0.10 and $0.09 respectively.

 

As of June 30, 2018, the Company had cash and cash equivalents and short-term investments of $1.0 billion, compared with $1.1 billion as of March 31, 2018. Net loans receivable in the amount of $13.0 million represented amounts receivable under small consumer loans extended through the Company’s recently launched internet finance platform. Net operating cash inflow for the second quarter of 2018 was $12.5 million. Capital expenditures for the second quarter of 2018 were $20.2 million.

 


1 On a constant currency (non-GAAP) basis, if the exchange rate in the second quarter of 2018 had been the same as it was in the second quarter of 2017, or RMB 6.85=$1.00, total revenues in the second quarter of 2018 would have been $280.7 million, or $20.7 million less than GAAP total revenues, and up 33% year-over-year.

 

2 Non-GAAP results exclude share-based compensation expense. Explanation of the Company’s non-GAAP financial measures and related reconciliations to GAAP financial measures are included in the accompanying “Non-GAAP Disclosure” and “Reconciliations of Non-GAAP Results of Operation Measures to the Nearest Comparable GAAP Measures.”

 

3 The Company has adopted ASU No. 2014-09, ‘‘Revenue from Contracts with Customers” beginning January 1, 2018. The only major impact of the standard is that revenues and expenses related to advertising barter transactions are recognized beginning January 1, 2018. The impact for this quarter is approximately $5.6 million for both revenues, and cost of revenues and expenses.

 



 

Recent Developments

 

·                  Chinese regulatory authorities, including the Beijing Office of the Cyberspace Administration of China and the Beijing Administration for Industry and Commerce, initiated an investigation of Sogou after certain advertisements involving content that the authorities believed insulted a national hero were displayed on its platform. The advertisements were developed and reviewed by Douyin, a Chinese short-form video platform, and displayed on Sogou Search in June 2018. Following the investigation, the regulatory authorities instructed Sogou to amend its advertising practices. Sogou fully cooperated with the authorities in their investigation and the Company has taken steps to revise its advertising policies and audit procedures to ensure compliance with relevant regulations. In connection with implementing such remedial measures, Sogou suspended part of its advertising business for ten days commencing July 1, 2018. This is expected to result in a one-time reduction in revenues in the third quarter of 2018.

 

·                  Sogou recently adjusted its smart hardware strategy to better leverage the Company’s AI capabilities to improve product competitiveness. The adjustment followed the recent launch of two translation devices that were well-received in the market due to Sogou’s industry-leading translation technologies. As a result of the change in strategy, Sogou will phase out hardware products that are not AI-enabled, such as some legacy models of Teemo Smart Watch, and transition to products that integrate the Company’s leading AI technologies. Sogou expects that this will result in a reduction in hardware revenues in the second half of 2018.

 

Business Outlook

 

For the third quarter of 2018, Sogou expects total revenues to range from $275 million to $285 million, representing a 7% to 11% increase year-over-year. The guidance for the third quarter takes into account the one-time impact of the regulatory investigation, lower hardware sales following the adjustment of the smart hardware strategy, and the depreciation of the RMB.

 

For the third quarter 2018 guidance, the Company has adopted a presumed exchange rate of RMB 6.80 = $1.00, as compared with the actual exchange rate of approximately RMB6.66 = $1.00 for the third quarter of 2017, and RMB 6.38 = $1.00 for the second quarter of 2018.

 

Non-GAAP Disclosure

 

To supplement the unaudited consolidated financial information prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), Sogou’s management uses non-GAAP measures of gross profit, gross margin, and net income that are adjusted from results based on GAAP to exclude the impact of share-based awards. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

 

Sogou’s management believes that excluding share-based compensation expense is useful for management’s internal operating purposes and for investors. The amount of share-based compensation expense cannot be anticipated by management, and these expenses are not built into the Company’s annual budgets and quarterly forecasts, which generally will be the basis for information Sogou provides to analysts and investors as guidance for future operating performance. As share-based compensation expense does not involve subsequent cash outflow, Sogou does not factor in this expense when evaluating and approving expenditures or when determining the allocation of its resources to its business operations. As a result, in general, the Company’s monthly financial results for internal reporting and any performance measures for commissions and bonuses are based on these non-GAAP financial measures that exclude share-based compensation expense.

 



 

The non-GAAP financial measures are provided to enhance investors’ overall understanding of Sogou’s current financial performance and prospects for the future. A limitation of using non-GAAP gross profit, gross margin, and net income measures that exclude share-based compensation expense is that share-based compensation expense has been and is likely to continue to be a significant recurring expense in the Company’s business. In order to mitigate these limitations, the Company has provided specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables include details on the reconciliation between GAAP financial measures that are most directly comparable to the non-GAAP financial measures the Company has presented.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. It is currently expected that the Business Outlook will not be updated until release of Sogou’s next quarterly earnings announcement. However, Sogou reserves the right to update its Business Outlook at any time for any reason. Statements that are not historical facts, including statements about Sogou’s and Sogou management’s beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates, and projections, which involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, intense competition in the market for search and search-related services; our need to continually innovate and adapt in order to grow our business; our reliance on Tencent platforms for a significant portion of our user traffic; and uncertainty regarding the extent and reach of PRC governmental regulation of sponsored search. Further information regarding these and other risks is included in Amendment No. 2 to Sogou’s Registration Statement on Form F-1 (Registration No. 333-220928) filed with the Securities and Exchange Commission on November 6, 2017, and other documents Sogou files with or submits to the Securities and Exchange Commission.

 

Conference Call and Webcast

 

Sogou’s management team will host a conference call at 7:30 am U.S. Eastern Time, (7:30 pm Beijing/Hong Kong time) on July 30, 2018, following the quarterly results announcement.

 

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

 

U.S. Toll Free: 1-888-346-8982

Mainland China: 4001-201203 (Toll Free)

Hong Kong: 800-905945 (Toll Free); +852-301-84992 (Local Toll)

International: +1-412-902-4272

Passcode: 8781674

 

Please dial in 10 minutes before the call is scheduled to begin. When prompted, ask to be connected to the Sogou Inc. call and provide the passcode.

 

A replay of the conference call may be accessed by phone at the following number until August 6, 2018:

 

International: +1-412-317-0088

Passcode: 10122131

 

A live webcast and archive of the conference call will be available on the Investor Relations section of Sogou’s website at http://ir.sogou.com.

 



 

About Sogou

 

Sogou Inc. (NYSE: SOGO) is an innovator in search and a leader in China’s internet industry. With a mission to make it easy to communicate and get information, Sogou has grown to become the second largest search engine by mobile queries and the fourth largest internet company by MAU in China. Sogou has a wide range of innovative products and services including the Sogou Input Method, which is the largest Chinese language input software for both mobile and PC. Sogou is also at the forefront of AI development and has made significant breakthroughs in voice and image technologies, machine translation, and Q&A, which have been successfully integrated into our products and services.

 

For investor enquiries, please contact:

 

Jessie Zheng

Sogou Investor Relations

Tel: +86 10 5689 8068

Email: zhengyan@sogou-inc.com

 

For media enquiries, please contact:

 

Rachael Layfield

Brunswick Group

Tel: +86 10 5960-8600

Email: sogou@brunswickgroup.com

 



 

SOGOU INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended

 

 

 

Jun. 30, 2018

 

Mar. 31, 2018

 

Jun. 30, 2017

 

Revenues:

 

 

 

 

 

 

 

Search and search-related advertising revenues

 

$

270,622

 

$

220,374

 

$

186,771

 

Other revenues

 

30,794

 

28,010

 

24,172

 

Total revenues

 

301,416

 

248,384

 

210,943

 

Cost of revenues(1)

 

179,749

 

154,023

 

105,462

 

Gross profit

 

121,667

 

94,361

 

105,481

 

Operating expenses:

 

 

 

 

 

 

 

Research and development (1)

 

56,223

 

46,634

 

38,114

 

Sales and marketing (1)

 

33,865

 

27,060

 

36,616

 

General and administrative (1)

 

6,748

 

6,400

 

5,305

 

Total operating expenses

 

96,836

 

80,094

 

80,035

 

Operating income

 

24,831

 

14,267

 

25,446

 

Interest income

 

1,763

 

3,467

 

2,139

 

Foreign currency exchange gain/(loss) (2)

 

6,136

 

(4,666

)

(2,163

)

Other income, net

 

3,427

 

4,386

 

131

 

Income before income tax expenses

 

36,157

 

17,454

 

25,553

 

Income tax expenses

 

2,997

 

2,144

 

2,027

 

Net income

 

33,160

 

15,310

 

23,526

 

Net income attributable to Sogou Inc.

 

$

33,160

 

$

15,310

 

$

23,526

 

Less: Dividends attributable to preferred shareholders

 

 

 

7,023

 

Net income attributable to ordinary shareholders

 

$

33,160

 

$

15,310

 

$

16,503

 

Weighted average number of ordinary shares outstanding—basic

 

388,409

 

386,840

 

237,772

 

Weighted average number of ordinary shares outstanding—diluted

 

395,163

 

395,698

 

270,104

 

Net income per ordinary share—basic

 

$

0.09

 

$

0.04

 

$

0.07

 

Net income per ordinary share—diluted

 

$

0.08

 

$

0.04

 

$

0.06

 

Net income per ADS—basic

 

$

0.09

 

$

0.04

 

$

0.07

 

Net income per ADS—diluted

 

$

0.08

 

$

0.04

 

$

0.06

 

 

 

 

 

 

 

 

 

(1)Share-based compensation expense included in:

 

 

 

 

 

 

 

Cost of revenues

 

$

263

 

$

219

 

$

2

 

Research and development

 

3,637

 

3,186

 

628

 

Sales and marketing

 

427

 

353

 

25

 

General and administrative

 

720

 

521

 

4

 

 

 

$

5,047

 

$

4,279

 

$

659

 

 


(2) Foreign currency exchange gain/(loss), mainly arising from our cross-border RMB-denominated intragroup loans, is a result of depreciation or appreciation, respectively, of the RMB.

 



 

SOGOU INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED, IN THOUSANDS)

 

 

 

As of Jun. 30, 2018

 

As of Dec. 31, 2017

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

177,276

 

$

694,207

 

Short-term investments

 

866,611

 

339,006

 

Accounts receivable, net

 

79,714

 

69,967

 

Loans receivables, net

 

13,039

 

 

Prepaid and other current assets

 

35,714

 

15,091

 

Due from related parties

 

5,380

 

2,971

 

Total current assets

 

1,177,734

 

1,121,242

 

Long-term investments

 

43,451

 

30,152

 

Fixed assets, net

 

142,336

 

139,209

 

Goodwill

 

5,834

 

5,908

 

Intangible assets, net

 

861

 

1,328

 

Deferred tax assets, net

 

11,733

 

15,006

 

Other assets

 

9,277

 

8,191

 

Total assets

 

$

1,391,226

 

$

1,321,036

 

LIABILITIES

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

80,060

 

$

73,018

 

Accrued and other short term liabilities

 

152,436

 

164,269

 

Receipts in advance

 

73,816

 

66,199

 

Accrued salary and benefits

 

25,151

 

29,719

 

Taxes payable

 

50,903

 

56,481

 

Due to related parties

 

46,882

 

23,109

 

Total current liabilities

 

429,248

 

412,795

 

Total liabilities

 

$

429,248

 

$

412,795

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Sogou Inc. shareholders’ equity

 

961,978

 

908,241

 

Total shareholders’ equity

 

961,978

 

908,241

 

Total liabilities and shareholders’ equity

 

$

1,391,226

 

$

1,321,036

 

 



 

SOGOU INC.

RECONCILIATIONS OF NON-GAAP RESULTS OF OPERATION MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES

(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

 

 

 

Three Months Ended Jun. 30, 2018

 

Three Months Ended Mar. 31, 2018

 

Three Months Ended Jun. 30 2017

 

 

 

GAAP

 

Non-GAAP
Adjustments
(1)

 

Non-GAAP

 

GAAP

 

Non-GAAP
Adjustments
(1)

 

Non-GAAP

 

GAAP

 

Non-GAAP
Adjustments
(1)

 

Non-GAAP

 

Gross profit

 

$

121,667

 

$

263

 

$

121,930

 

$

94,361

 

$

219

 

$

94,580

 

$

105,481

 

$

2

 

$

105,483

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

40

%

 

 

40

%

38

%

 

 

38

%

50

%

 

 

50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

$

96,836

 

$

(4,784

)

$

92,052

 

$

80,094

 

$

(4,060

)

$

76,034

 

$

80,035

 

$

(657

)

$

79,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Profit

 

$

24,831

 

$

5,047

 

$

29,878

 

$

14,267

 

$

4,279

 

$

18,546

 

$

25,446

 

$

659

 

$

26,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin

 

8

%

 

 

10

%

6

%

 

 

7

%

12

%

 

 

12

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expenses

 

$

2,997

 

$

 

 

$

2,997

 

$

2,144

 

$

 

 

$

2,144

 

$

2,027

 

$

 

 

$

2,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

33,160

 

$

5,047

 

$

38,207

 

$

15,310

 

$

4,279

 

$

19,589

 

$

23,526

 

$

659

 

$

24,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Sogou Inc.

 

$

33,160

 

$

5,047

 

$

38,207

 

$

15,310

 

$

4,279

 

$

19,589

 

$

23,526

 

$

659

 

$

24,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net margin attributable to Sogou Inc.

 

11

%

 

 

13

%

6

%

 

 

8

%

11

%

 

 

11

%

 

 

 

 


(1) To exclude share-based compensation expense. This non-GAAP adjustment does not have an impact on income tax expense.

 

-END-

 




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