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6-K 1 tm2332929d2_6k.htm FORM 6-K

 

 

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 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2024

 

Commission File Number: 001-36397

 

 

 

Weibo Corporation 

(Registrant’s Name)

 

 

 

8/F, QIHAO Plaza, No. 8 Xinyuan S. Road 

Chaoyang District, Beijing 100027 

People’s Republic of China 

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F ¨

 

 

 


 

EXPLANATORY NOTE

 

We filed our annual report on Form 20-F for the fiscal year ended December 31, 2023 with the United States Securities and Exchange Commission on April 25, 2024, U.S. Eastern Time. On April 25, 2024, Hong Kong Time, we published our annual report on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the fiscal year ended December 31, 2023 (the “HK Annual Report”). Pursuant to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, our HK Annual Report contains supplemental disclosure of reconciliation of the material differences between our consolidated financial statements prepared under the U.S. GAAP and International Financial Reporting Standards, which is attached hereto as exhibit 99.1.

 

 


 

EXHIBIT INDEX

 

Exhibit No.

  Description
   
99.1   Supplemental Disclosure—Reconciliation Between U.S. GAAP and International Financial Reporting Standards

 

 


 

SIGNATURES

 

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

 

  WEIBO CORPORATION
   
Date: April 25, 2024 By: /s/ Fei Cao
    Fei Cao
    Chief Financial Officer

 

 

 

EX-99.1 2 tm2332929d2_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Reconciliation between U.S. GAAP and International Financial Reporting Standards

 

The consolidated financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from International Financial Reporting Standards (“IFRS”). The effects of material differences between the consolidated financial statements of the Group prepared under U.S. GAAP and IFRS are as follows:

 

Reconciliation of consolidated statements of comprehensive income data (in US$ thousands):

 

         

For the Year Ended December 31, 2021

IFRS adjustments

     
   

Amounts

as reported
under
U.S. GAAP

    Convertible
senior notes
(Note (i))
  Leases
(Note (ii))
  Investments
measured at
fair value
(Note (iii))
  Share-based
compensation
(Note (iv))
  Issuance cost
related to
global offering
(Note (v))
  Redeemable
non-controlling
interest
(Note (vi))
 

Amounts

as reported
under IFRS

 
Costs and expenses:                                    
Cost of revenues   403,841       (44 )   2,846       406,643  
Sales and marketing   591,682       (133 )   5,469       597,018  
Product development   430,673       (190 )   11,056       441,539  
General and administrative   133,475       (25 )   (926 ) 9,566     142,090  
Total costs and expenses   1,559,671       (392 )   18,445   9,566     1,587,290  
Fair value changes through earnings on investments, net   (72,787 )       (193,685 )       (266,472 )
Interest expense   (71,006 )   15,391   (847 )         (56,462 )
Fair value changes of convertible senior notes       (8,100 )           (8,100 )
Financial expense                 (1,541 ) (1,541 )
Income before income tax expenses   550,718     7,291   (455 ) (193,685 ) (18,445 ) (9,566 ) (1,541 ) 334,317  
Less: income tax expenses   138,841         (2,791 )       136,050  
Net income   411,877     7,291   (455 ) (190,894 ) (18,445 ) (9,566 ) (1,541 ) 198,267  
Net income attributable to Weibo's shareholders   428,319     7,291   (455 ) (190,894 ) (18,445 ) (9,566 ) (1,541 ) 214,709  

 


 

       

For the Year Ended December 31, 2022

IFRS adjustments

     
   

Amounts

as reported

under

U.S. GAAP

  Convertible
senior notes
(Note (i))
  Leases
(Note (ii))
  Investments
measured at
fair value
(Note (iii))
  Share-based
compensation
(Note (iv))
  Issuance cost
related to
global offering
(Note (v))
  Redeemable
non-controlling
interest
(Note (vi))
 

Amounts

as reported

under IFRS

 
Costs and expenses:                                  
Cost of revenues   400,585     (327 )   2,844       403,102  
Sales and marketing   477,107     (497 )   3,400       480,010  
Product development   415,190     (622 )   6,598       421,166  
General and administrative   52,806     (785 )   3,811       55,832  
Total costs and expenses   1,355,864     (2,231 )   16,653       1,370,286  
Fair value changes through earnings on investments, net   (243,619 )     (8,856 )       (252,475 )
Interest expense   (71,598 ) 13,201   (3,235 )         (61,632 )
Fair value changes of convertible senior notes     (36,750 )           (36,750 )
Financial expense               (27,496 ) (27,496 )
Income before income tax expenses   128,086   (23,549 ) (1,004 ) (8,856 ) (16,653 )   (27,496 ) 50,528  
Less: income tax expenses   30,277       (2,003 )       28,274  
Net income   97,809   (23,549 ) (1,004 ) (6,853 ) (16,653 )   (27,496 ) 22,254  
Net income attributable to Weibo's shareholders   85,555   (23,549 ) (1,004 ) (6,853 ) (16,653 )   (27,496 ) 10,000  

 

        For the Year Ended December 31, 2023
IFRS adjustments
     
    Amounts
as reported
under
U.S. GAAP
  Convertible
senior notes
(Note (i))
  Leases
(Note (ii))
  Investments
measured at
fair value
(Note (iii))
  Share-based
compensation
(Note (iv))
  Issuance cost
related to
global offering
(Note (v))
  Redeemable
non-controlling
interest
(Note (vi))
  Amounts
as reported
under IFRS
 
Costs and expenses:                                    
Cost of revenues   374,279       (335 )   (4,623 )     369,321  
Sales and marketing   461,421       (661 )   (4,112 )     456,648  
Product development   333,628       (513 )   (12,857 )     320,258  
General and administrative   117,574       (774 )   (4,301 )   (11,586 ) 100,913  
Total costs and expenses   1,286,902       (2,283 )   (25,893 )   (11,586 ) 1,247,140  
Fair value changes through earnings on investments, net   43,002         20,334         63,336  
Interest expense   (120,070 )   528   (2,956 )         (122,498 )
Fair value changes of convertible senior notes       (39,112 )           (39,112 )
Financial expense                 (22,053 ) (22,053 )
Income before income tax expenses   502,782     (38,584 ) (673 ) 20,334   25,893     (10,467 ) 499,285  
Less: income tax expenses   145,287         2,658         147,945  
Net income   357,495     (38,584 ) (673 ) 17,676   25,893     (10,467 ) 351,340  
Less: Net income attributable to non-controlling interests   2,095               7,967   10,062  
Accretion to redeemable non-controlling interests   12,802               (12,802 )  
Net income attributable to Weibo's shareholders   342,598     (38,584 ) (673 ) 17,676   25,893     (5,632 ) 341,278  

 


 

Reconciliation of consolidated balance sheets (in US$ thousands):

 

        As of December 31, 2022
IFRS adjustments
     
    Amounts
as reported
under
U.S. GAAP
  Convertible
senior notes
(Note (i))
  Leases
(Note (ii))
  Investments
measured at
fair value
(Note (iii))
  Share-based
compensation
(Note (iv))
  Issuance cost
related to
global offering
(Note (v))
  Redeemable
non-controlling
interest
(Note (vi))
  Amounts
as reported
under IFRS
 
Operating lease assets, net     190,368         (1,636 )                   188,732  
Goodwill     120,151                         (11,450 )   108,701  
Long-term investments     993,630             36,612                 1,030,242  
Total assets     7,129,454         (1,636 )   36,612             (11,450 )   7,152,980  
Deferred tax liability     41,694             9,486                 51,180  
Financial liability                             59,464     59,464  
Total Liabilities     3,738,914             9,486             59,464     3,807,864  
Redeemable non-controlling interest     45,795                         (45,795 )    
Additional paid-in capital     1,445,519                 36,591     9,566     (31,909 )   1,459,767  
Accumulated other comprehensive loss     (102,740 )       54     (165 )           1,731     (101,120 )
Retained earnings     2,045,094         (1,690 )   27,291     (36,591 )   (9,566 )   (29,286 )   1,995,252  
Total Weibo shareholders' equity     3,330,250         (1,636 )   27,126             (59,464 )   3,296,276  
Non-controlling interests     14,495                         34,345     48,840  
Total shareholders' equity     3,344,745         (1,636 )   27,126             (25,119 )   3,345,116  
Total liabilities, redeemable non-controlling interests and shareholders' equity     7,129,454         (1,636 )   36,612             (11,450 )   7,152,980  

 

        As of December 31, 2023
IFRS adjustments
     
    Amounts
as reported
under
U.S. GAAP
  Convertible
senior notes
(Note (i))
  Leases
(Note (ii))
  Investments
measured at
fair value
(Note (iii))
  Share-based
compensation
(Note (iv))
  Issuance cost
related to
global offering
(Note (v))
  Redeemable
non-controlling
interest
(Note (vi))
  Amounts
as reported
under IFRS
 
Operating lease assets, net     170,266         (2,256 )                   168,010  
Goodwill     166,436                         (11,104 )   155,332  
Long-term investments     1,320,386             55,921                 1,376,307  
Total assets     7,280,358         (2,256 )   55,921             (11,104 )   7,322,919  
Accrued and other liabilities     656,445     (336 )                       656,109  
Convertible senior notes     317,625     38,920                         356,545  
Deferred tax liability     66,151             11,861                 78,012  
Financial liability                             79,623     79,623  
Total Liabilities     3,762,742     38,584         11,861             79,623     3,892,810  
Redeemable non-controlling interest     68,728                         (68,728 )    
Additional paid-in capital     1,428,935                 10,698     9,566     (31,909 )   1,417,290  
Accumulated other comprehensive loss     (217,817 )       107     (907 )           3,566     (215,051 )
Retained earnings     2,187,556     (38,584 )   (2,363 )   44,967     (10,698 )   (9,566 )   (34,918 )   2,136,394  
Total Weibo shareholders' equity     3,398,735     (38,584 )   (2,256 )   44,060             (63,261 )   3,338,694  
Non-controlling interests     50,153                         41,262     91,415  
Total shareholders' equity     3,448,888     (38,584 )   (2,256 )   44,060             (21,999 )   3,430,109  
Total liabilities, redeemable non-controlling interests and shareholders' equity     7,280,358         (2,256 )   55,921             (11,104 )   7,322,919  

 

 


 

Notes:

 

(i) Convertible senior notes

 

Under U.S. GAAP, the convertible senior notes were measured at amortized cost, with any difference between the initial carrying value and the repayment amount recognized as interest expenses using the effective interest method over the period from the issuance date to the maturity date. Under IFRS, the Group’s convertible senior notes were designated as at fair value through profit or loss such that the convertible senior notes were initially recognized at fair values. Subsequent to initial recognition, the Group considered that the amounts of changes in fair value of the convertible senior notes that were attributed to changes in own credit risk of the convertible senior notes recognized in other comprehensive income were insignificant. Therefore, the amounts of changes in fair value of the convertible senior notes were recognized in the profit or loss.

 

(ii) Leases

 

Under U.S. GAAP, the amortization of the right-of-use assets and interest expense related to the lease liabilities are recorded together as lease cost to produce a straight-line recognition effect in the income statement. Under IFRS, the amortization of the right-of-use asset is on a straight-line basis while the interest expense related to the lease liabilities are the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The amortization of the right-of-use assets is recorded as lease expense and the interest expense is required to be presented in separate line items.

 

(iii) Investments measured at fair value

 

Under U.S. GAAP, convertible redeemable preferred shares and ordinary shares with preferential rights issued by privately-held companies without readily determinable fair values could elect an accounting policy choice. The Group elects the measurement alternative to record these equity investments without readily determinable fair values at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. Under IFRS, these investments were classified as financial assets at fair value through profit or loss and measured at fair value with changes in fair value recognized through profit or loss. Fair value changes of these long-term investments were recognized in the profit or loss.

 

(iv) Share-based compensation

 

Under U.S. GAAP, companies are permitted to make an accounting policy election regarding the attribution method for awards with service-only conditions and graded vesting features. The valuation method that the company uses (single award or multiple tranches of individual awards) is not required to align with the choice in attribution method used (straight-line or accelerated tranche by tranche). Under IFRS, companies are not permitted to choose how the valuation or attribution method is applied to awards with graded-vesting features. Companies should treat each installment of the award as a separate grant. This means that each installment would be separately measured and attributed to expense over the related vesting period, which would accelerate the expense recognition.

 

(v) Issuance cost related to global offering

 

Under U.S. GAAP, specific incremental issuance costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of the offering, shown in equity as a deduction from the proceeds. Under IFRS, such issuance costs apply different criteria for capitalization when the listing involves both existing shares and a concurrent issuance of new shares of the Company in the capital market, and were allocated proportionately between the existing and new shares. As a result, the Group recorded issuance costs associated with the listing of existing shares in the profit or loss.

 


 

(vi) Redeemable non-controlling interest

 

On October 31, 2020, the Group entered into a series of share purchase agreements with then existing shareholders of Shanghai Jiamian Information Technology Co., Ltd. or JM Tech, to acquire the majority of JM Tech’s equity interest. The Group agreed to redeem the non-controlling interests (“NCI”) held by founders and CEO of JM Tech under certain circumstances. Under US GAAP, the Group determined that the NCI with redemption rights should be bundled and classified as redeemable NCI and mezzanine classified on the balance sheet, since they are contingently redeemable upon the occurrence of certain conditional events, which are not solely within the control of the Group. The redeemable NCI is recognized at fair value on the acquisition date taking into account the probability of future redemption as well as estimated redemption amount, and such fair value includes the right of redemption, which is viewed as part of the accounting purchase price when applying acquisition accounting. Subsequently, the Group records accretion on the redeemable NCI as a whole to the redemption value over the period from the date of the acquisition to the date of earliest redemption. The accretion using the effective interest method, is recorded as deemed dividends to NCI holders. Under IFRS, as it is considered that the Group undertakes the obligation to purchase the remaining equity of JM Tech held by the founders and CEO at fair value, the risk and reward of the shares reside with non-controlling interests in the consolidated statements. Therefore, the Company recognized the NCI at fair value as permanent equity on acquisition date, and the fair value of such permanent equity NCI does not consider the redemption right. IFRS requires the fair value of NCI redemption right (present value of the estimated redemption amount) to be recognized as a separate financial liability on the balance sheet because the Group has an obligation to pay cash in the future to purchase the NCI shares. This separate financial liability is not viewed as part of accounting purchase price when applying acquisition accounting, which resulted in lower purchase price and therefore, a lower goodwill being recognized from the acquisition. The initial recognition of this financial liability is a reduction of the parent’s equity. Subsequent changes in the carrying amount of the financial liability are recognized as finance charges in the income statement.