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 April 2023
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, 2022 with the United States Securities and Exchange Commission on April 27, 2023, U.S. Eastern Time. On April 27, 2023, 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, 2022 (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 27, 2023 | By: | /s/ Fei Cao |
| Fei Cao | ||
| Chief Financial Officer | ||
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, 2020 IFRS adjustments |
|||||||||||||||||||||||||
| Amounts as reported under U.S. GAAP |
Convertible debts (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 | 302,180 | — | (50 | ) | — | 372 | — | — | 302,502 | ||||||||||||||||
| Sales and marketing | 455,619 | — | (141 | ) | — | (502 | ) | — | — | 454,976 | |||||||||||||||
| Product development | 324,110 | — | (142 | ) | — | 2,864 | — | — | 326,832 | ||||||||||||||||
| General and administrative | 101,224 | — | (116 | ) | — | (1,239 | ) | — | — | 99,869 | |||||||||||||||
| Total costs and expenses | 1,183,133 | — | (449 | ) | — | 1,495 | — | — | 1,184,179 | ||||||||||||||||
| Fair value changes through earnings on investments, net | 35,115 | — | — | 48,358 | — | — | — | 83,473 | |||||||||||||||||
| Interest expense | (57,428 | ) | 15,391 | (423 | ) | — | — | — | — | (42,460 | ) | ||||||||||||||
| Fair value changes of convertible debts | — | (39,150 | ) | — | — | — | — | — | (39,150 | ) | |||||||||||||||
| Financial expense | — | — | — | — | — | — | (249 | ) | (249 | ) | |||||||||||||||
| Income before income tax expenses | 375,913 | (23,759 | ) | 26 | 48,358 | (1,495 | ) | — | (249 | ) | 398,794 | ||||||||||||||
| Less: income tax expenses | 61,316 | — | — | 14,826 | — | — | — | 76,142 | |||||||||||||||||
| Net income | 314,597 | (23,759 | ) | 26 | 33,532 | (1,495 | ) | — | (249 | ) | 322,652 | ||||||||||||||
| Net income attributable to Weibo's shareholders | 313,364 | (23,759 | ) | 26 | 33,532 | (1,495 | ) | — | (249 | ) | 321,419 | ||||||||||||||
| For the Year Ended December 31, 2021 IFRS adjustments | |||||||||||||||||||||||||
| Amounts as reported under U.S. GAAP | Convertible debts (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 debts | — | (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 debts (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 debts | — | (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 | ||||||||||||
Reconciliation of consolidated balance sheets (in US$ thousands):
| As of December 31, 2021 IFRS adjustments | |||||||||||||||||||||||||
| Amounts as reported under U.S. GAAP | Convertible debts (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 | 60,519 | — | (711 | ) | — | — | — | — | 59,808 | ||||||||||||||||
| Goodwill | 130,405 | — | — | — | — | — | (12,427 | ) | 117,978 | ||||||||||||||||
| Long-term investments | 1,207,651 | — | — | 49,146 | — | — | — | 1,256,797 | |||||||||||||||||
| Total assets | 7,519,522 | — | (711 | ) | 49,146 | — | — | (12,427 | ) | 7,555,530 | |||||||||||||||
| Convertible debt | 896,541 | (23,549 | ) | — | — | — | — | — | 872,992 | ||||||||||||||||
| Deferred tax liability | 66,903 | — | — | 12,500 | — | — | — | 79,403 | |||||||||||||||||
| Financial liability | — | — | — | — | — | — | 35,423 | 35,423 | |||||||||||||||||
| Total Liabilities | 3,831,502 | (23,549 | ) | — | 12,500 | — | — | 35,423 | 3,855,876 | ||||||||||||||||
| Redeemable non-controlling interest | 66,622 | — | — | — | — | — | (66,622 | ) | — | ||||||||||||||||
| Additional paid-in capital | 1,477,291 | — | — | — | 19,939 | 9,566 | (31,909 | ) | 1,474,887 | ||||||||||||||||
| Accumulated other comprehensive income | 156,932 | — | (26 | ) | 2,502 | — | — | (1,724 | ) | 157,684 | |||||||||||||||
| Retained earnings | 1,959,539 | 23,549 | (685 | ) | 34,144 | (19,939 | ) | (9,566 | ) | (1,790 | ) | 1,985,252 | |||||||||||||
| Total Weibo shareholders' equity | 3,593,821 | 23,549 | (711 | ) | 36,646 | — | — | (35,423 | ) | 3,617,882 | |||||||||||||||
| Non-controlling interests | 27,577 | — | — | — | — | — | 54,195 | 81,772 | |||||||||||||||||
| Total shareholders' equity | 3,621,398 | 23,549 | (711 | ) | 36,646 | — | — | 18,772 | 3,699,654 | ||||||||||||||||
| Total liabilities, redeemable non-controlling interests and shareholders' equity | 7,519,522 | — | (711 | ) | 49,146 | — | — | (12,427 | ) | 7,555,530 | |||||||||||||||
| As of December 31, 2022 IFRS adjustments | |||||||||||||||||||||||||
| Amounts as reported under U.S. GAAP | Convertible debts (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 | |||||||||||||||
Notes:
| (i) | Convertible debts |
Under U.S. GAAP, the convertible debts 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 debts were designated as at fair value through profit or loss such that the convertible debts were initially recognized at fair values. Subsequent to initial recognition, the Group considered that the amounts of changes in fair value of the convertible debts that were attributed to changes in own credit risk of the convertible debts recognized in other comprehensive income were insignificant. Therefore, the amounts of changes in fair value of the convertible debts 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). A performance target that may be met after the requisite service period is complete is a performance vesting condition. The fair value of the award should not incorporate the probability of a performance condition vesting, but rather should be recognized only if the performance condition is probable of being achieved. 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. A performance target that may be met after the requisite service period is a non-vesting condition and is reflected in the measurement of the grant date fair value of an award.
| (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 a 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.
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| (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.
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