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 March 2019
Commission File Number: 001-35126
21Vianet Group, Inc.
M5, 1 Jiuxianqiao East Road,
Chaoyang District
Beijing 100016
The Peoples Republic of China
(86 10) 8456 2121
(Address, including zip code, and telephone number, including area code, of Registrants 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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
21Vianet Group, Inc. | ||
By: | /s/ Sharon Xiao Liu | |
Name: | Sharon Xiao Liu | |
Title: | Chief Financial Officer |
Date: March 6, 2019
Exhibit Index
Exhibit 99.1 Press Release
Exhibit 99.1
21Vianet Group, Inc. Reports Unaudited Fourth Quarter and Full Year 2018 Financial Results
BEIJING, March 5, 2019 (GLOBE NEWSWIRE) 21Vianet Group, Inc. (Nasdaq: VNET) (21Vianet or the Company), a leading carrier- and cloud-neutral Internet data center services provider in China, today announced its unaudited financial results for the fourth quarter and the full year ended December 31, 2018. The Company will hold a conference call at 8:00 pm on Monday, March 4, 2019, U.S. Eastern Time to discuss the financial results. Dial-in details are provided at the end of this release.
Fourth Quarter 2018 Financial Highlights
| Revenues from hosting and related services increased by 17.8% year over year to RMB901.9 million (US$131.2 million). |
| Gross profit increased by 23.1% year over year to RMB246.3 million (US$35.8 million). Gross margin expanded to 27.3% from 26.1% in the same period of 2017. Adjusted cash gross profit increased by 27.9% year over year to RMB409.2 million (US$59.5 million) from RMB320.1 million. Adjusted cash gross margin expanded to 45.4% from 41.8% in the same period of 2017. |
| Adjusted EBITDA increased by 49.3% year over year to RMB255.3 million (US$37.1 million). Adjusted EBITDA margin expanded to 28.3% from 22.3% in the same period of 2017. |
| Net cash generated from operating activities was RMB237.0 million (US$34.5 million) compared to RMB157.1 million in the same period of 2017. |
Full Year 2018 Financial Highlights (including hosting and related business only)
| Revenues from hosting and related services revenues increased by 14.3% year over year to RMB3.40 billion (US$494.7 million). |
| Gross profit increased by 11.8% year over year to RMB944.9 million (US$137.4 million). Gross margin decreased to 27.8% from 28.4% in 2017. Adjusted cash gross profit increased by 21.2% year over year to RMB1.51 billion (US$220.0 million) from RMB1.25 billion. Adjusted cash gross margin expanded to 44.5% from 42.0% in 2017. |
| Adjusted EBITDA increased by 36.8% year over year to RMB917.7 million (US$133.5 million). Adjusted EBITDA margin expanded to 27.0% from 22.5% in 2017. |
| Net cash generated from operating activities was RMB705.0 million (US$102.5 million) compared to RMB487.2 million in 2017. |
1
Fourth Quarter 2018 Operational Highlights
| Hosting MRR1 per cabinet increased to RMB8,457 in the fourth quarter of 2018 compared to RMB7,766 in the fourth quarter of 2017 and RMB8,384 in the third quarter of 2018. |
| Total cabinets under management increased to 30,654 as of December 31, 2018, compared to 30,303 as of September 30, 2018 and 29,080 as of December 31, 2017. As of December 31, 2018, the Company had 25,711 cabinets in its self-built data centers and 4,943 cabinets in its partnered data centers. |
| Utilization rate in the fourth quarter of 2018 fell slightly to 70.3% compared to the third quarter of 2018, mainly attributable to the additional 1,194 cabinets that were delivered in September 2018, and 350 cabinets that were delivered in the fourth quarter of 2018. |
We concluded a fruitful 2018 with a solid fourth quarter performance, commented Mr. Alvin Wang, Chief Executive Officer and President of the Company. Our resilient financial growth and improving operating performance once again demonstrated the effectiveness of our business operation optimization and our ability to capitalize on the increasing market demand for high-quality data hosting, hybrid IT, and cloud services. To sustain our strong growth momentum, we actively acquired new land resources and new customers while expanding our footprint to new Tier-1 markets and beyond. In addition, we continued to deepen our strategic partnerships with world-class technology companies such as Red Hat Inc. to explore more solutions that can empower our customers business expansions. Looking ahead to 2019 and beyond, we are confident that the counter-cyclical nature of our business as well as our leadership in the Chinese IDC market will facilitate our pursuit of long-term sustainable growth.
Ms. Sharon Liu, Chief Financial Officer of the Company, commented, We delivered a strong quarter with healthy top- and bottom-line growth. In the fourth quarter of 2018, we had net revenues of RMB901.9 million, again exceeding the high end of our previous guidance range. More importantly, our adjusted EBITDA margin further increased to 28.3%, maintaining its consistent improvement over the previous quarters. In 2018, we improved adjusted EBITDA margin significantly to 27.0% from 22.5% in the previous year. In 2019, we are confident that as we continue to execute on our growth strategies and fortify our market leading position, we will yield long-term value for our shareholders.
Fourth Quarter 2018 Financial Results
REVENUES: Net revenues increased by 17.8% to RMB901.9 million (US$131.2 million) in the fourth quarter of 2018 from RMB765.8 million in the same period of 2017 and increased by 3.7% from RMB870.1 million in the third quarter of 2018. The increase was primarily attributable to the growing demand for data centers and cloud services in the domestic market.
GROSS PROFIT: Gross profit increased by 23.1% to RMB246.3 million (US$35.8 million) in the fourth quarter of 2018 from RMB200.2 million in the same period of 2017 and increased by 2.1% from RMB241.2 million in the third quarter of 2018. Gross margin was 27.3% in the fourth quarter of 2018 compared to 26.1% in the same period of 2017 and 27.7% in the third quarter of 2018. The year-over-year improvement in gross margin was mainly attributable to the Companys continuous efforts in maximizing its operating efficiency.
1 | Hosting MRR: Refers to Monthly Recurring Revenues for the hosting business. |
2
ADJUSTED CASH GROSS PROFIT, which excludes depreciation, amortization, and share-based compensation expenses, increased by 27.9% to RMB409.2 million (US$59.5 million) in the fourth quarter of 2018 from RMB320.1 million in the same period of 2017 and increased by 4.4% from RMB391.9 million in the third quarter of 2018. Adjusted cash gross margin expanded to 45.4% in the fourth quarter of 2018 from 41.8% in the same period of 2017 and 45.0% in the third quarter of 2018.
OPERATING EXPENSES: Total operating expenses decreased by 5.7% to RMB181.4 million (US$26.4 million) in the fourth quarter of 2018 from RMB192.4 million in the same period of 2017 and increased by 2.8% from RMB176.6 million in the third quarter of 2018. As a percentage of net revenues, total operating expenses decreased to 20.1% in the fourth quarter of 2018 from 25.1% in the same period of 2017 and 20.3% in the third quarter of 2018. The decrease of operating expenses as a percentage of net revenues was primarily due to the successful implementation of the Companys efficiency enhancement initiatives.
Sales and marketing expenses were RMB49.2 million (US$7.2 million) in the fourth quarter of 2018 compared to RMB42.7 million in the same period of 2017 and RMB39.9 million in the third quarter of 2018. The increase was mainly attributable to increased marketing activities and higher sales commissions, which was in line with the growth of the Companys net revenues in the fourth quarter of 2018.
Research and development expenses were RMB23.6 million (US$3.4 million) in the fourth quarter of 2018 compared to RMB29.3 million in the same period of 2017 and RMB24.3 million in the third quarter of 2018.
General and administrative expenses were RMB131.0 million (US$19.0 million) in the fourth quarter of 2018 compared to RMB115.4 million in the same period of 2017 and RMB110.2 million in the third quarter of 2018. The increase was mainly attributable to share-based compensation expenses that the Company recognized during the fourth quarter of 2018.
ADJUSTED OPERATING EXPENSES, which exclude share-based compensation expenses and changes in the fair value of contingent purchase consideration payables, decreased by 0.5% to RMB172.4 million (US$25.1 million) in the fourth quarter of 2018 from RMB173.2 million in the same period of 2017 and increased by 5.9% from RMB162.9 million in the third quarter of 2018. As a percentage of net revenues, adjusted operating expenses decreased to 19.1% in the fourth quarter of 2018 from 22.6% in the same period of 2017 and increased slightly from 18.7% in the third quarter of 2018.
ADJUSTED EBITDA: Adjusted EBITDA in the fourth quarter of 2018 increased by 49.3% to RMB255.3 million (US$37.1 million) from RMB171.0 million in the same period of 2017 and increased by 4.1% from RMB245.2 million in the third quarter of 2018. Adjusted EBITDA in the fourth quarter of 2018 excluded share-based compensation expenses of RMB29.2 million (US$4.2 million) and changes in the fair value of contingent purchase consideration payables, which was a gain of RMB18.5 million (US$2.7 million). Adjusted EBITDA margin expanded to 28.3% in the fourth quarter of 2018 from 22.3% in the same period of 2017 and 28.2% in the third quarter of 2018.
3
NET PROFIT/LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS: Net loss attributable to ordinary shareholders in the fourth quarter of 2018 was RMB114.1 million (US$16.6 million) compared to a net profit of RMB798.6 million in the same period of 2017 and a net loss of RMB29.6 million in the third quarter of 2018. Net loss attributable to ordinary shareholders in the fourth quarter of 2018 included a foreign exchange gain of RMB2.5 million (US$0.4 million) compared to RMB4.3 million in the same period of 2017 and a loss of RMB55.0 million in the third quarter of 2018.
PROFIT/LOSS PER SHARE: Basic and diluted loss per share were RMB0.17 (US$0.02) in the fourth quarter of 2018, which represents the equivalent of RMB1.02 (US$0.12) per American Depositary Share (ADS). Each ADS represents six ordinary shares. Diluted earnings per share is calculated using net earnings attributable to ordinary shareholders divided by the weighted average number of diluted shares outstanding.
As of December 31, 2018, the Companys cash and cash equivalents, restricted cash, and short-term investments were RMB2.91 billion (US$422.7 million).
Net cash generated from operating activities was RMB237.0 million (US$34.5 million) in the fourth quarter of 2018 compared to RMB157.1 million in the same period of 2017 and RMB260.7 million in the third quarter of 2018.
Full Year 2018 Financial Results
To fully reflect the Companys performance, all analysis between REVENUES and ADJUSTED EBITDA present only the results of the hosting and related service business. The MNS business, which was disposed of in the third quarter of 2017, is excluded.
REVENUES: Net revenues increased by 14.3% to RMB3.40 billion (US$494.7 million) in 2018 from RMB2.98 billion in the prior year. The increase was primarily due to the same factors that led to the quarterly increase.
GROSS PROFIT: Gross profit increased by 11.8% to RMB944.9 million (US$137.4 million) in 2018 from RMB844.9 million in the prior year. Gross margin was 27.8% in 2018 compared to 28.4% in the prior year.
ADJUSTED CASH GROSS PROFIT, which excludes depreciation, amortization, and share-based compensation expenses, increased by 21.2% to RMB1.51 billion (US$220.0 million) in 2018 from RMB1.25 billion in the prior year. Adjusted cash gross margin expanded to 44.5% in 2018 from 42.0% in the prior year.
OPERATING EXPENSES: Total operating expenses increased by 2.8% to RMB707.4 million (US$102.9 million) in 2018 from RMB688.3 million in the prior year. As a percentage of net revenues, total operating expenses decreased to 20.8% in 2018 from 23.1% in the prior year. The decrease of operating expenses as a percentage of net revenues was primarily due to the successful implementation of the Companys efficiency enhancement initiatives.
Sales and marketing expenses were RMB172.2 million (US$25.0 million) in 2018 compared to RMB171.8 million in the prior year.
4
Research and development expenses were RMB92.1 million (US$13.4 million) in 2018 compared to RMB97.6 million in the prior year.
General and administrative expenses were RMB462.6 million (US$67.3 million) in 2018 compared to RMB417.2million in the prior year.
ADJUSTED OPERATING EXPENSES, which exclude share-based compensation expenses and changes in the fair value of contingent purchase consideration payables, increased by 3.8% to RMB664.4 million (US$96.6 million) in 2018 from RMB639.9 million in the prior year. As a percentage of net revenues, adjusted operating expenses decreased to 19.5% in 2018 from 21.5% in the prior year.
ADJUSTED EBITDA: Adjusted EBITDA in 2018 increased by 36.8% to RMB917.7 million (US$133.5 million) from RMB670.8 million in the prior year. Adjusted EBITDA in 2018 excluded share-based compensation expenses of RMB59.5 million (US$8.7 million) and changes in the fair value of contingent purchase consideration payables, which was a gain of RMB13.9 million (US$2.0 million). Adjusted EBITDA margin expanded to 27.0% in 2018 from 22.5% in the prior year.
NET PROFIT/LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS: Net loss attributable to ordinary shareholders for 2018 was RMB205.1 million (US$29.8 million) compared to a net loss of RMB772.7 million in the prior year. Net loss in 2018 included a foreign exchange loss of RMB81.1 million (US$11.8 million) compared to RMB17.2 million in the prior year.
PROFIT/LOSS PER SHARE: Basic and diluted loss per share were RMB0.30 (US$0.04) for 2018, which represents the equivalent of RMB1.80 (US$0.24) per ADS. Diluted loss per share is calculated using net loss attributable to ordinary shareholders divided by the weighted average number of diluted shares outstanding.
Net cash generated from operating activities was RMB705.0 million (US$102.5 million) in 2018 compared to RMB487.2 million in 2017.
Recent Development
In February 2019, the Company reached an agreement to acquire a recently-constructed data center in urban Chengdu City, Sichuan Province, China. Upon the completion of quality inspections, the new data center is expected to add approximately 500 cabinets to the Companys sales pipeline. This additional capacity will enable 21Vianet to access the new Tier-1 market in Chengdu, the primary economic center and core network hub for Southwest China, where the customer demand for high-quality data center services has been growing.
Financial Outlook
For the first quarter of 2019, the Company expects net revenues to be in the range of RMB860 million to RMB880 million. Adjusted EBITDA is expected to be in the range of RMB230 million to RMB250 million.
5
For the full year of 2019, the Company expects net revenues to be in the range of RMB3,760 million to RMB3,860 million. Adjusted EBITDA is expected to be in the range of RMB1,000 million to RMB1,100 million. The midpoints of the Companys updated estimates imply an increase of 12% year-over-year in total revenues and an increase of 14% year-over-year in adjusted EBITDA.
The forecast reflects the Companys current and preliminary view on the market and its operational conditions, which is subject to change.
Conference Call
The Company will hold a conference call at 8:00 pm on Monday, March 4, 2019 U.S. Eastern Time, or 9:00 am on Tuesday, March 5, 2019 Beijing Time, to discuss the financial results.
Participants may access the call by dialing the following numbers:
United States Toll Free: | +1-855-500-8701 | |
International: | +65-6713-5440 | |
China Domestic: | 400-120-0654 | |
Hong Kong: | +852-3018-6776 | |
Conference ID: | 8385847 |
The replay will be accessible through March 12, 2019 by dialing the following numbers:
United States Toll Free: | +1-855-452-5696 | |
International: | +61-2-9003-4211 | |
Conference ID: | 8385847 |
A live and archived webcast of the conference call will be available through the Companys investor relation website at http://ir.21vianet.com.
Non-GAAP Disclosure
In evaluating its business, 21Vianet considers and uses the following non-GAAP measures defined as non-GAAP financial measures by the SEC as supplemental measure to review and assess its operating performance: adjusted cash gross profit, adjusted cash gross margin, adjusted operating expenses, adjusted EBITDA, adjusted EBITDA margin, The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned Reconciliations of GAAP and non-GAAP results set forth at the end of this press release.
6
The non-GAAP financial measures are provided as additional information to help investors compare business trends among different reporting periods on a consistent basis and to enhance investors overall understanding of the Companys current financial performance and prospects for the future. These non-GAAP financial measures should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for, or superior to, U.S. GAAP results. In addition, the Companys calculation of the non-GAAP financial measures may be different from the calculation used by other companies, and therefore comparability may be limited.
Exchange Rate
This announcement contains translations of certain RMB amounts into U.S. dollars (USD) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.8755 to US$1.00, the noon buying rate in effect on December 31, 2018 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.
Statement Regarding Unaudited Condensed Financial Information
The unaudited financial information set forth above is preliminary and subject to potential adjustments. Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Companys year-end audit, which could result in significant differences from this preliminary unaudited condensed financial information.
About 21Vianet
21Vianet Group, Inc. is a leading carrier- and cloud-neutral Internet data center services provider in China. 21Vianet provides hosting and related services, including IDC services, cloud services, and business VPN services to improve the reliability, security and speed of its customers Internet infrastructure. Customers may locate their servers and equipment in 21Vianets data centers and connect to Chinas Internet backbone. 21Vianet operates in more than 30 cities throughout China, servicing a diversified and loyal base of nearly 5,000 hosting and related enterprise customers that span numerous industries ranging from Internet companies to government entities and blue-chip enterprises to small- to mid-sized enterprises.
7
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates and similar statements. Among other things, quotations from management in this announcement as well as 21Vianets strategic and operational plans contain forward-looking statements. 21Vianet may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports 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 21Vianets 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: 21Vianets goals and strategies; 21Vianets expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, 21Vianets services; 21Vianets expectations regarding keeping and strengthening its relationships with customers; 21Vianets plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where 21Vianet provides solutions and services. Further information regarding these and other risks is included in 21Vianets reports filed with, or furnished to, the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of this press release, and 21Vianet undertakes no duty to update such information, except as required under applicable law.
Investor Relations Contacts:
21Vianet Group, Inc.
Rene Jiang
+86 10 8456 2121
IR@21Vianet.com
Julia Jiang
+86 10 8456 2121
IR@21Vianet.com
ICR, Inc.
Jack Wang
+1 (646) 405-4922
IR@21Vianet.com
8
21VIANET GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
As of | As of | |||||||||||
December 31, 2017 | December 31, 2018 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Audited) | (Unaudited) | (Unaudited) | ||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
1,949,631 | 2,358,556 | 343,038 | |||||||||
Restricted cash |
242,494 | 265,214 | 38,574 | |||||||||
Accounts and notes receivable, net |
455,811 | 524,305 | 76,257 | |||||||||
Short-term investments |
548,890 | 245,014 | 35,636 | |||||||||
Prepaid expenses and other current assets |
934,460 | 1,159,574 | 168,652 | |||||||||
Amounts due from related parties |
114,256 | 125,446 | 18,245 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets |
4,245,542 | 4,678,109 | 680,402 | |||||||||
|
|
|
|
|
|
|||||||
Non-current assets: |
||||||||||||
Property and equipment, net |
3,319,424 | 4,031,242 | 586,320 | |||||||||
Intangible assets, net |
401,115 | 355,313 | 51,678 | |||||||||
Land use rights, net |
163,671 | 147,493 | 21,452 | |||||||||
Goodwill |
989,530 | 989,530 | 143,921 | |||||||||
Long-term investments |
510,926 | 544,323 | 79,168 | |||||||||
Amounts due from related parties |
20,210 | 34,424 | 5,007 | |||||||||
Restricted cash |
3,344 | 37,251 | 5,418 | |||||||||
Deferred tax assets |
172,818 | 159,441 | 23,190 | |||||||||
Other non-current assets |
81,581 | 173,591 | 25,248 | |||||||||
|
|
|
|
|
|
|||||||
Total non-current assets |
5,662,619 | 6,472,608 | 941,402 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
9,908,161 | 11,150,717 | 1,621,804 | |||||||||
|
|
|
|
|
|
|||||||
Liabilities and Shareholders Equity |
||||||||||||
Current liabilities: |
||||||||||||
Short-term bank borrowings |
50,000 | 50,000 | 7,272 | |||||||||
Accounts and notes payable |
252,892 | 389,508 | 56,652 | |||||||||
Accrued expenses and other payables |
657,133 | 659,320 | 95,894 | |||||||||
Deferred revenue |
55,753 | 57,754 | 8,400 | |||||||||
Advances from customers |
403,244 | 670,037 | 97,453 | |||||||||
Income taxes payable |
13,309 | 13,111 | 1,907 | |||||||||
Amounts due to related parties |
55,675 | 52,328 | 7,611 | |||||||||
Current portion of long-term bank borrowings |
70,289 | 75,284 | 10,950 | |||||||||
Current portion of capital lease obligations |
201,315 | 219,695 | 31,953 | |||||||||
Current portion of deferred government grant |
4,574 | 4,173 | 607 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
1,764,184 | 2,191,210 | 318,699 | |||||||||
|
|
|
|
|
|
9
21VIANET GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
As of | As of | |||||||||||
December 31, 2017 | December 31, 2018 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Audited) | (Unaudited) | (Unaudited) | ||||||||||
Non-current liabilities: |
||||||||||||
Long-term bank borrowings |
187,638 | 112,000 | 16,290 | |||||||||
Amounts due to related parties |
| 504,478 | 73,373 | |||||||||
Unrecognized tax benefits |
16,511 | 6,677 | 971 | |||||||||
Deferred tax liabilities |
190,873 | 157,720 | 22,939 | |||||||||
Non-current portion of capital lease obligations |
600,882 | 765,993 | 111,409 | |||||||||
Non-current portion of deferred government grant |
17,861 | 11,619 | 1,690 | |||||||||
Bonds payable |
1,929,208 | 2,037,836 | 296,391 | |||||||||
|
|
|
|
|
|
|||||||
Total non-current liabilities |
2,942,973 | 3,596,323 | 523,063 | |||||||||
|
|
|
|
|
|
|||||||
Shareholders equity |
||||||||||||
Treasury stock |
(337,683 | ) | (337,683 | ) | (49,114 | ) | ||||||
Ordinary shares |
46 | 46 | 7 | |||||||||
Additional paid-in capital |
8,980,407 | 9,141,494 | 1,329,575 | |||||||||
Accumulated other comprehensive (loss) gain |
(2,673 | ) | 85,979 | 12,505 | ||||||||
Statutory reserves |
38,736 | 42,403 | 6,167 | |||||||||
Accumulated deficit |
(3,629,300 | ) | (3,838,032 | ) | (558,219 | ) | ||||||
|
|
|
|
|
|
|||||||
Total 21Vianet Group, Inc. shareholders equity |
5,049,533 | 5,094,207 | 740,921 | |||||||||
|
|
|
|
|
|
|||||||
Noncontrolling interest |
151,471 | 268,977 | 39,121 | |||||||||
Total shareholders equity |
5,201,004 | 5,363,184 | 780,042 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and shareholders equity |
9,908,161 | 11,150,717 | 1,621,804 | |||||||||
|
|
|
|
|
|
10
21VIANET GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amount in thousands of Renminbi (RMB) and US dollars (US$) except for number of shares and per share data)
Three months ended | Twelve months ended | |||||||||||||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | December 31, 2017 | December 31, 2018 | ||||||||||||||||||||||||
RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
Net revenues |
||||||||||||||||||||||||||||
Hosting and related services |
765,814 | 870,068 | 901,887 | 131,174 | 2,975,178 | 3,401,037 | 494,660 | |||||||||||||||||||||
Managed network services |
| | | | 417,527 | | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total net revenues |
765,814 | 870,068 | 901,887 | 131,174 | 3,392,705 | 3,401,037 | 494,660 | |||||||||||||||||||||
Cost of revenues |
(565,645 | ) | (628,873 | ) | (655,546 | ) | (95,345 | ) | (2,634,295 | ) | (2,456,166 | ) | (357,235 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
200,169 | 241,195 | 246,341 | 35,829 | 758,410 | 944,871 | 137,425 | |||||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||||||
Other operating income |
| | 5,027 | 731 | 5,439 | 5,027 | 731 | |||||||||||||||||||||
Sales and marketing |
(42,702 | ) | (39,918 | ) | (49,210 | ) | (7,157 | ) | (256,682 | ) | (172,176 | ) | (25,042 | ) | ||||||||||||||
Research and development |
(29,340 | ) | (24,333 | ) | (23,583 | ) | (3,430 | ) | (149,143 | ) | (92,109 | ) | (13,397 | ) | ||||||||||||||
General and administrative |
(115,351 | ) | (110,243 | ) | (130,963 | ) | (19,048 | ) | (519,950 | ) | (462,637 | ) | (67,288 | ) | ||||||||||||||
(Allowance) reversal for doubtful debt |
(1,147 | ) | (643 | ) | (1,241 | ) | (180 | ) | (37,427 | ) | 598 | 87 | ||||||||||||||||
Changes in the fair value of contingent purchase consideration payables |
(3,834 | ) | (1,413 | ) | 18,528 | 2,695 | (937 | ) | 13,905 | 2,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Impairment of long-lived assets |
| | | | (401,808 | ) | | | ||||||||||||||||||||
Goodwill impairment |
| | | | (766,440 | ) | | | ||||||||||||||||||||
Total operating expenses |
(192,374 | ) | (176,550 | ) | (181,442 | ) | (26,389 | ) | (2,126,948 | ) | (707,392 | ) | (102,887 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit (loss) |
7,795 | 64,645 | 64,899 | 9,440 | (1,368,538 | ) | 237,479 | 34,538 | ||||||||||||||||||||
Interest income |
10,821 | 13,484 | 14,214 | 2,067 | 32,925 | 45,186 | 6,572 | |||||||||||||||||||||
Interest expense |
(50,836 | ) | (60,766 | ) | (72,430 | ) | (10,535 | ) | (185,313 | ) | (236,066 | ) | (34,334 | ) | ||||||||||||||
Impairment of long-term investment |
139 | | | | (20,258 | ) | | | ||||||||||||||||||||
Disposal gain of subsidiaries |
677,084 | | | | 497,036 | 4,843 | 704 | |||||||||||||||||||||
Other income |
3,260 | 8,436 | 7,050 | 1,025 | 16,764 | 58,033 | 8,441 | |||||||||||||||||||||
Other expense |
(232 | ) | (137 | ) | (1,875 | ) | (273 | ) | (17,060 | ) | (4,103 | ) | (597 | ) | ||||||||||||||
Foreign exchange gain (loss) |
4,328 | (55,024 | ) | 2,488 | 362 | (17,153 | ) | (81,055 | ) | (11,789 | ) | |||||||||||||||||
|
|
|
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|
|
|
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|
|
|||||||||||||||
Loss on debt extinguishment |
| | | |||||||||||||||||||||||||
Gain (loss) before income taxes and gain (loss) from equity method investments |
652,359 | (29,362 | ) | 14,346 | 2,086 | (1,061,597 | ) | 24,317 | 3,535 |
11
21VIANET GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amount in thousands of Renminbi (RMB) and US dollars (US$) except for number of shares and per share data)
Three months ended | Twelve months ended | |||||||||||||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | December 31, 2017 | December 31, 2018 | ||||||||||||||||||||||||
RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
Income tax benefits (expenses) |
127,478 | 7,624 | 46,350 | 6,741 | 90,170 | (24,411 | ) | (3,550 | ) | |||||||||||||||||||
Gain (loss) from equity method investments |
17,732 | (6,156 | ) | (158,738 | ) | (23,087 | ) | 53,783 | (186,642 | ) | (27,146 | ) | ||||||||||||||||
|
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|
|
|
|
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|
|
|
|
|
|
|||||||||||||||
Net gain (loss) |
797,569 | (27,894 | ) | (98,042 | ) | (14,260 | ) | (917,644 | ) | (186,736 | ) | (27,161 | ) | |||||||||||||||
Net loss (profit) attributable to noncontrolling interest |
1,073 | (1,739 | ) | (16,020 | ) | (2,330 | ) | 144,914 | (18,329 | ) | (2,666 | ) | ||||||||||||||||
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|
|||||||||||||||
Net gain (loss) attributable to ordinary shareholders |
798,642 | (29,633 | ) | (114,062 | ) | (16,590 | ) | (772,730 | ) | (205,065 | ) | (29,827 | ) | |||||||||||||||
|
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|
|||||||||||||||
Profit (loss) per share |
||||||||||||||||||||||||||||
Basic |
1.19 | (0.04 | ) | (0.17 | ) | (0.02 | ) | (1.36 | ) | (0.30 | ) | (0.04 | ) | |||||||||||||||
Diluted |
1.18 | (0.04 | ) | (0.17 | ) | (0.02 | ) | (1.36 | ) | (0.30 | ) | (0.04 | ) | |||||||||||||||
Shares used in profit (loss) per share computation |
||||||||||||||||||||||||||||
Basic* |
671,279,121 | 676,327,014 | 676,361,072 | 676,361,072 | 672,836,226 | 674,732,130 | 674,732,130 | |||||||||||||||||||||
Diluted* |
675,505,879 | 676,327,014 | 676,361,072 | 676,361,072 | 672,836,226 | 674,732,130 | 674,732,130 | |||||||||||||||||||||
Profit (loss) per ADS (6 ordinary shares equal to 1 ADS) |
||||||||||||||||||||||||||||
Basic |
7.14 | (0.24 | ) | (1.02 | ) | (0.12 | ) | (8.16 | ) | (1.80 | ) | (0.24 | ) | |||||||||||||||
Diluted |
7.08 | (0.24 | ) | (1.02 | ) | (0.12 | ) | (8.16 | ) | (1.80 | ) | (0.24 | ) |
* | Shares used in profit (loss) per share/ADS computation were computed under weighted average method. |
12
21VIANET GROUP, INC.
RECONCILIATIONS OF GAAP AND NON-GAAP RESULTS
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
Three months ended | Twelve months ended | |||||||||||||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | December 31, 2017 | December 31, 2018 | ||||||||||||||||||||||||
RMB | RMB | RMB | US$ | RMB | RMB | US$ | ||||||||||||||||||||||
Gross profit |
200,169 | 241,195 | 246,341 | 35,829 | 758,410 | 944,871 | 137,425 | |||||||||||||||||||||
Plus: depreciation and amortization |
119,814 | 150,056 | 161,201 | 23,446 | 559,963 | 565,101 | 82,191 | |||||||||||||||||||||
Plus: share-based compensation expenses |
84 | 689 | 1,672 | 243 | (277 | ) | 2,668 | 388 | ||||||||||||||||||||
Adjusted cash gross profit |
320,067 | 391,940 | 409,214 | 59,518 | 1,318,096 | 1,512,640 | 220,004 | |||||||||||||||||||||
|
|
|
|
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|
|
|||||||||||||||
Adjusted cash gross margin |
41.8 | % | 45.0 | % | 45.4 | % | 45.4 | % | 38.9 | % | 44.5 | % | 44.5 | % | ||||||||||||||
Operating expenses |
(192,374 | ) | (176,550 | ) | (181,442 | ) | (26,389 | ) | (2,126,948 | ) | (707,392 | ) | (102,887 | ) | ||||||||||||||
Plus: share-based compensation expenses |
15,317 | 12,240 | 27,528 | 4,004 | 47,406 | 56,870 | 8,271 | |||||||||||||||||||||
Plus: changes in the fair value of contingent purchase consideration payables |
3,834 | 1,413 | (18,528 | ) | (2,695 | ) | 937 | (13,905 | ) | -2,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Plus: impairment of long-lived assets |
| | | | 401,808 | | | |||||||||||||||||||||
Plus: Goodwill impairment |
| | | | 766,440 | | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted operating expenses |
(173,223 | ) | (162,897 | ) | (172,442 | ) | (25,080 | ) | (910,357 | ) | (664,427 | ) | (96,638 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit (loss) |
7,795 | 64,645 | 64,899 | 9,440 | (1,368,538 | ) | 237,479 | 34,538 | ||||||||||||||||||||
Plus: depreciation and amortization |
143,966 | 166,244 | 179,759 | 26,145 | 667,102 | 634,606 | 92,300 | |||||||||||||||||||||
Plus: share-based compensation expenses |
15,401 | 12,929 | 29,200 | 4,247 | 47,129 | 59,538 | 8,659 | |||||||||||||||||||||
Plus: changes in the fair value of contingent purchase consideration payables |
3,834 | 1,413 | (18,528 | ) | (2,695 | ) | 937 | (13,905 | ) | -2,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Plus: impairment of long-lived assets |
| | | | 401,808 | | | |||||||||||||||||||||
Plus: Goodwill impairment |
| | | | 766,440 | | | |||||||||||||||||||||
Adjusted EBITDA |
170,996 | 245,231 | 255,330 | 37,137 | 514,878 | 917,718 | 133,475 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted EBITDA margin |
22.3 | % | 28.2 | % | 28.3 | % | 28.3 | % | 15.2 | % | 27.0 | % | 27.0 | % |
13
21VIANET GROUP, INC.
SUPPLEMENTARY DISCLOSURE FOR HOSTING AND RELATED SERVICES
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
Three months ended | Twelve months ended | |||||||||||||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | December 31, 2017 | December 31, 2018 | ||||||||||||||||||||||||
GAAP Disclosure | RMB | RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||||
Net revenues |
765,814 | 870,068 | 901,887 | 131,174 | 2,975,178 | 3,401,037 | 494,660 | |||||||||||||||||||||
Cost of revenues |
(565,645 | ) | (628,873 | ) | (655,546 | ) | (95,345 | ) | (2,130,279 | ) | (2,456,166 | ) | (357,235 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
200,169 | 241,195 | 246,341 | 35,829 | 844,899 | 944,871 | 137,425 | |||||||||||||||||||||
Other operating income |
| | 5,027 | 731 | 5,439 | 5,027 | 731 | |||||||||||||||||||||
Sales and marketing |
(42,702 | ) | (39,918 | ) | (49,210 | ) | (7,157 | ) | (171,761 | ) | (172,176 | ) | (25,042 | ) | ||||||||||||||
Research and development |
(29,340 | ) | (24,333 | ) | (23,583 | ) | (3,430 | ) | (97,597 | ) | (92,109 | ) | (13,397 | ) | ||||||||||||||
General and administrative |
(115,351 | ) | (110,243 | ) | (130,963 | ) | (19,048 | ) | (417,154 | ) | (462,637 | ) | (67,288 | ) | ||||||||||||||
(Allowance) reversal for doubtful debt |
(1,147 | ) | (643 | ) | (1,241 | ) | (180 | ) | (6,257 | ) | 598 | 87 | ||||||||||||||||
Changes in the fair value of contingent purchase consideration payables |
(3,834 | ) | (1,413 | ) | 18,528 | 2,695 | (937 | ) | 13,905 | 2,022 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating expenses |
(192,374 | ) | (176,550 | ) | (181,442 | ) | (26,389 | ) | (688,267 | ) | (707,392 | ) | (102,887 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
7,795 | 64,645 | 64,899 | 9,440 | 156,632 | 237,479 | 34,538 | |||||||||||||||||||||
Non-GAAP Disclosure |
||||||||||||||||||||||||||||
Gross profit |
200,169 | 241,195 | 246,341 | 35,829 | 844,899 | 944,871 | 137,425 | |||||||||||||||||||||
Plus: depreciation and amortization |
119,814 | 150,056 | 161,201 | 23,446 | 403,407 | 565,101 | 82,191 | |||||||||||||||||||||
Plus: share-based compensation expenses |
84 | 689 | 1,672 | 243 | (162 | ) | 2,668 | 388 | ||||||||||||||||||||
Adjusted cash gross profit |
320,067 | 391,940 | 409,214 | 59,518 | 1,248,144 | 1,512,640 | 220,004 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted cash gross margin |
41.8 | % | 45.0 | % | 45.4 | % | 45.4 | % | 42.0 | % | 44.5 | % | 44.5 | % | ||||||||||||||
Operating expenses |
(192,374 | ) | (176,550 | ) | (181,442 | ) | (26,389 | ) | (688,267 | ) | (707,392 | ) | (102,887 | ) | ||||||||||||||
Plus: share-based compensation expenses |
15,317 | 12,240 | 27,528 | 4,004 | 47,406 | 56,870 | 8,271 | |||||||||||||||||||||
Plus: changes in the fair value of contingent purchase consideration payables |
3,834 | 1,413 | (18,528 | ) | (2,695 | ) | 937 | (13,905 | ) | (2,022 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted operating expenses |
(173,223 | ) | (162,897 | ) | (172,442 | ) | (25,080 | ) | (639,924 | ) | (664,427 | ) | (96,638 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
7,795 | 64,645 | 64,899 | 9,440 | 156,632 | 237,479 | 34,538 | |||||||||||||||||||||
Plus: depreciation and amortization |
143,966 | 166,244 | 179,759 | 26,145 | 465,976 | 634,606 | 92,300 | |||||||||||||||||||||
Plus: share-based compensation expenses |
15,401 | 12,929 | 29,200 | 4,247 | 47,244 | 59,538 | 8,659 | |||||||||||||||||||||
Plus: changes in the fair value of contingent purchase consideration payables |
3,834 | 1,413 | (18,528 | ) | (2,695 | ) | 937 | (13,905 | ) | (2,022 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted EBITDA |
170,996 | 245,231 | 255,330 | 37,137 | 670,789 | 917,718 | 133,475 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjusted EBITDA margin |
22.3 | % | 28.2 | % | 28.3 | % | 28.3 | % | 22.5 | % | 27.0 | % | 27.0 | % |
14
21VIANET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
Three months ended | ||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||||||
Net profit (loss) |
797,569 | (27,894 | ) | (98,042 | ) | (14,260 | ) | |||||||||
Adjustments to reconcile net profit (loss) to net cash generated from operating activities: |
||||||||||||||||
Depreciation and amortization |
143,966 | 166,244 | 179,759 | 26,145 | ||||||||||||
Stock-based compensation expenses |
15,513 | 12,929 | 29,200 | 4,247 | ||||||||||||
Gain from disposal of subsidiaries |
(677,084 | ) | | | | |||||||||||
Others |
(148,681 | ) | 41,616 | 95,122 | 13,835 | |||||||||||
Changes in operating assets and liabilities |
||||||||||||||||
Accounts and notes receivable |
32,070 | (34,113 | ) | 44,566 | 6,482 | |||||||||||
Prepaid expenses and other current assets |
(23,235 | ) | (37,448 | ) | (117,604 | ) | (17,105 | ) | ||||||||
Accounts and notes payable |
(38,841 | ) | 37,690 | (31,734 | ) | (4,616 | ) | |||||||||
Accrued expenses and other payables |
92,272 | (19,359 | ) | 96,432 | 14,025 | |||||||||||
Deferred revenue |
8,674 | 11,154 | 5,135 | 747 | ||||||||||||
Advances from customers |
(23,683 | ) | 114,528 | 79,968 | 11,631 | |||||||||||
Others |
(21,413 | ) | (4,632 | ) | (45,802 | ) | (6,662 | ) | ||||||||
Net cash generated from operating activities |
157,127 | 260,715 | 237,000 | 34,469 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||||||
Purchases of property and equipment |
(74,603 | ) | (123,027 | ) | (129,910 | ) | (18,895 | ) | ||||||||
Purchases of intangible assets |
(4,062 | ) | (4,032 | ) | (8,199 | ) | (1,192 | ) | ||||||||
Payments for investments |
(275,766 | ) | (196,319 | ) | (101,796 | ) | (14,806 | ) | ||||||||
Proceeds from other investing activities |
100,000 | 18,061 | 97,917 | 14,241 | ||||||||||||
Net cash used in investing activities |
(254,431 | ) | (305,317 | ) | (141,988 | ) | (20,652 | ) | ||||||||
|
|
|
|
|
|
|
|
15
21VIANET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amount in thousands of Renminbi (RMB) and US dollars (US$))
Three months ended | ||||||||||||||||
December 31, 2017 | September 30, 2018 | December 31, 2018 | ||||||||||||||
RMB | RMB | RMB | US$ | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||||||
Proceeds from issuance of 2020 bonds |
619,180 | | | | ||||||||||||
Repayment of long-term bank borrowings |
(67,871 | ) | | (42,690 | ) | (6,209 | ) | |||||||||
Repayment of short-term bank borrowings |
(1,520,000 | ) | | (19,999 | ) | (2,909 | ) | |||||||||
Payments for capital lease |
(67,239 | ) | (50,996 | ) | (104,420 | ) | (15,187 | ) | ||||||||
Collection of prepayment for shares repurchase plan |
| 42,710 | | | ||||||||||||
Payment for shares repurchase plan |
60 | | | | ||||||||||||
(Payments for) proceeds from other financing activities |
(65,756 | ) | 89,810 | (17,324 | ) | (2,520 | ) | |||||||||
Contribution from noncontrolling interest in a subsidiary |
49,314 | 196,281 | | | ||||||||||||
Net cash (used in) generated from financing activities |
(1,052,312 | ) | 277,805 | (184,433 | ) | (26,825 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
(4,967 | ) | 63,580 | 14,507 | 2,113 | |||||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
(1,154,583 | ) | 296,783 | (74,914 | ) | (10,895 | ) | |||||||||
Cash, cash equivalents and restricted cash at beginning of period |
3,350,052 | 2,439,152 | 2,735,935 | 397,925 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash, cash equivalents and restricted cash at end of period |
2,195,469 | 2,735,935 | 2,661,021 | 387,030 | ||||||||||||
|
|
|
|
|
|
|
|
Notes:
The Company adopted Accounting Standards Update (ASU) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash on January 1, 2018 and retrospectively adjusted the condensed consolidated statement of cash flows for the three months ended December 31, 2017 by excluding the movement of restricted cash of RMB1,619.3 million.
16