Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | SOHU COM INC |
Entity Central Index Key | 1,104,188 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 38,637,052 |
Trading Symbol | SOHU |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 1,073,879 | $ 876,340 |
Restricted time deposits | 241,680 | 282,186 |
Short-term investments | 260,431 | 191,577 |
Accounts receivable, net | 285,296 | 230,401 |
Prepaid and other current assets | 161,764 | 116,704 |
Held-for-sale assets | 10,080 | 0 |
Total current assets | 2,033,130 | 1,697,208 |
Fixed assets, net | 523,867 | 540,778 |
Goodwill | 155,018 | 303,426 |
Long-term investments, net | 65,480 | 24,067 |
Intangible assets, net | 62,870 | 110,691 |
Restricted time deposits | 139,407 | 144,562 |
Prepaid non-current assets | 6,772 | 8,933 |
Other assets | 32,590 | 37,344 |
Total assets | 3,019,134 | 2,867,009 |
LIABILITIES | ||
Accounts payable (including accounts payable of consolidated variable interest entities ("VIEs") without recourse to the Company of $3,495 and $33,095, respectively, as of December 31, 2014 and September 30, 2015) | 131,782 | 127,758 |
Accrued liabilities (including accrued liabilities of consolidated VIEs without recourse to the Company of $78,051 and $75,198, respectively, as of December 31, 2014 and September 30, 2015) | 317,345 | 239,231 |
Receipts in advance and deferred revenue (including receipts in advance and deferred revenue of consolidated VIEs without recourse to the Company of $53,641 and $48,028, respectively, as of December 31, 2014 and September 30, 2015) | 137,583 | 127,740 |
Accrued salary and benefits (including accrued salary and benefits of consolidated VIEs without recourse to the Company of $6,300 and $10,130, respectively, as of December 31, 2014 and September 30, 2015) | 86,822 | 108,741 |
Taxes payable (including taxes payable of consolidated VIEs without recourse to the Company of $10,767 and $20,974, respectively, as of December 31, 2014 and September 30, 2015) | 50,403 | 33,380 |
Deferred tax liabilities (including deferred tax liabilities of consolidated VIEs without recourse to the Company of $1,669 and $1,559, respectively, as of December 31, 2014 and September 30, 2015) | 24,096 | 22,356 |
Short-term bank loans (including short-term bank loans of consolidated VIEs without recourse to the Company of nil as of both December 31, 2014 and September 30, 2015) | 25,500 | 25,500 |
Other short-term liabilities (including other short-term liabilities of consolidated VIEs without recourse to the Company of $30,893 and $107,107, respectively, as of December 31, 2014 and September 30, 2015) | 154,085 | 105,644 |
Contingent consideration (including contingent consideration of consolidated VIEs without recourse to the Company of $3,935 and nil, respectively, as of December 31, 2014 and September 30, 2015) | 0 | 3,935 |
Held-for-sale liabilities (including held-for-sale liabilities of consolidated VIEs without recourse to the Company of nil and $1,251, respectively, as of December 31, 2014 and September 30, 2015) | 1,251 | 0 |
Total current liabilities | 928,867 | 794,285 |
Long-term accounts payable (including long-term accounts payable of consolidated VIEs without recourse to the Company of $21,534 and $23,503 as of December 31, 2014 and September 30, 2015) | 4,257 | 5,143 |
Long-term bank loans (including long-term bank loans of consolidated VIEs without recourse to the Company of nil as of both December 31, 2014 and September 30, 2015) | 319,000 | 344,500 |
Long-term taxes payable (including long-term taxes payable of consolidated VIEs without recourse to the Company of nil as of both December 31, 2014 and September 30, 2015) | 24,765 | 24,829 |
Deferred tax liabilities (including deferred tax liabilities of consolidated VIEs without recourse to the Company of $1,799 and nil respectively, as of December 31, 2014 and September 30, 2015) | 12,666 | 7,417 |
Contingent consideration (including contingent consideration of consolidated VIEs without recourse to the Company of $1,929 and nil, respectively, as of December 31, 2014 and September 30, 2015) | 0 | 1,929 |
Total long-term liabilities | 360,688 | 383,818 |
Total liabilities | $ 1,289,555 | $ 1,178,103 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value per share (75,400 shares authorized; 38,507 shares and 38,637 shares, respectively, issued and outstanding as of December 31, 2014 and September 30, 2015) | $ 45 | $ 44 |
Additional paid-in capital | 783,801 | 650,148 |
Treasury stock (5,889 shares as of both December 31, 2014 and September 30, 2015) | (143,858) | (143,858) |
Accumulated other comprehensive income | 72,868 | 109,402 |
Retained earnings | 566,727 | 585,925 |
Total Sohu.com Inc. shareholders' equity | 1,279,583 | 1,201,661 |
Noncontrolling interest | 449,996 | 487,245 |
Total shareholders' equity | 1,729,579 | 1,688,906 |
Total liabilities and shareholders' equity | $ 3,019,134 | $ 2,867,009 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current liabilities | ||
Accounts payable | $ 131,782 | $ 127,758 |
Accrued liabilities | 317,345 | 239,231 |
Receipts in advance and deferred revenue | 137,583 | 127,740 |
Accrued salary and benefits | 86,822 | 108,741 |
Taxes payable | 50,403 | 33,380 |
Deferred tax liabilities | 24,096 | 22,356 |
Short-term bank loans | 25,500 | 25,500 |
Other short-term liabilities | 154,085 | 105,644 |
Contingent consideration | 0 | 3,935 |
Held-for-sale liabilities | 1,251 | 0 |
Noncurrent liabilities | ||
Long-term accounts payable | 4,257 | 5,143 |
Long-term bank loans | 319,000 | 344,500 |
Long-term taxes payable | 24,765 | 24,829 |
Deferred tax liabilities | 12,666 | 7,417 |
Contingent consideration | $ 0 | $ 1,929 |
Sohu.com Inc. shareholders' equity | ||
Common stock, par value per share (in US dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 75,400 | |
Common stock, shares outstanding (in shares) | 38,637 | 38,507 |
Treasury stock, shares (in shares) | 5,889 | 5,889 |
Consolidated VIEs [Member] | ||
Current liabilities | ||
Accounts payable | $ 33,095 | $ 3,495 |
Accrued liabilities | 75,198 | 78,051 |
Receipts in advance and deferred revenue | 48,028 | 53,641 |
Accrued salary and benefits | 10,130 | 6,300 |
Taxes payable | 20,974 | 10,767 |
Deferred tax liabilities | 1,559 | 1,669 |
Short-term bank loans | 0 | 0 |
Other short-term liabilities | 107,107 | 30,893 |
Contingent consideration | 0 | 3,935 |
Held-for-sale liabilities | 1,251 | 0 |
Noncurrent liabilities | ||
Long-term accounts payable | 23,503 | 21,534 |
Long-term bank loans | 0 | 0 |
Long-term taxes payable | 0 | 0 |
Deferred tax liabilities | 0 | 1,799 |
Contingent consideration | $ 0 | $ 1,929 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Brand advertising | $ 151,517 | $ 148,823 | $ 436,187 | $ 393,334 |
Search and search-related | 147,938 | 98,437 | 388,270 | 247,810 |
Subtotal of online advertising revenues | 299,455 | 247,260 | 824,457 | 641,144 |
Online games | 152,501 | 150,338 | 509,845 | 467,603 |
Others | 70,134 | 32,817 | 136,686 | 87,134 |
Total revenues | 522,090 | 430,415 | 1,470,988 | 1,195,881 |
Cost of revenues: | ||||
Brand advertising | 91,163 | 83,424 | 295,562 | 230,462 |
Search and search-related | 62,365 | 46,375 | 170,836 | 118,532 |
Subtotal of cost of online advertising revenues | 153,528 | 129,799 | 466,398 | 348,994 |
Online games | 34,635 | 33,949 | 128,049 | 90,798 |
Others | 25,996 | 17,912 | 63,066 | 50,252 |
Total cost of revenues | 214,159 | 181,660 | 657,513 | 490,044 |
Gross profit | 307,931 | 248,755 | 813,475 | 705,837 |
Operating expenses: | ||||
Product development | 92,779 | 107,971 | 295,741 | 327,911 |
Sales and marketing | 98,596 | 131,742 | 285,701 | 410,702 |
General and administrative | 33,330 | 49,730 | 128,214 | 138,330 |
Goodwill impairment and impairment of intangible assets acquired as part of business acquisitions | 40,324 | 0 | 40,324 | 0 |
Total operating expenses | 265,029 | 289,443 | 749,980 | 876,943 |
Operating profit /(loss) | 42,902 | (40,688) | 63,495 | (171,106) |
Other income | 70,219 | 896 | 72,936 | 5,340 |
Net interest income | 5,192 | 7,468 | 17,455 | 24,704 |
Exchange difference | 4,322 | (610) | 3,452 | 27 |
Income /(loss) before income tax benefit /(expense) | 122,635 | (32,934) | 157,338 | (141,035) |
Income tax benefit /(expense) | (29,461) | 1,036 | (57,280) | 2,562 |
Net income /(loss) | 93,174 | (31,898) | 100,058 | (138,473) |
Less: Net income /(loss) attributable to the noncontrolling interest shareholders | 42,142 | (4,760) | 107,345 | (19,138) |
Deemed dividend to noncontrolling Sogou Series A Preferred shareholders | 11,911 | 0 | 11,911 | 27,747 |
Net income /(loss) attributable to Sohu.com Inc. | 39,121 | (27,138) | (19,198) | (147,082) |
Net income /(loss) | 93,174 | (31,898) | 100,058 | (138,473) |
Other comprehensive loss | (67,599) | (1,005) | (54,814) | (14,084) |
Comprehensive income /(loss) | 25,575 | (32,903) | 45,244 | (152,557) |
Less: Comprehensive income /(loss) attribute to noncontrolling interest shareholders | 23,215 | (4,607) | 89,065 | (22,718) |
Deemed dividend to noncontrolling Sogou Series A Preferred shareholders | 11,911 | 0 | 11,911 | 27,747 |
Comprehensive loss attributable to Sohu.com Inc. | $ (9,551) | $ (28,296) | $ (55,732) | $ (157,586) |
Basic net income /(loss) per share attributable to Sohu.com Inc. (in US dollars per share) | $ 1.01 | $ (0.71) | $ (0.50) | $ (3.82) |
Shares used in computing basic net income /(loss) per share attributable to Sohu.com Inc. (in shares) | 38,633 | 38,485 | 38,582 | 38,457 |
Diluted net income /(loss) per share attributable to Sohu.com Inc. (in US dollars per share) | $ 1 | $ (0.74) | $ (0.52) | $ (3.91) |
Shares used in computing diluted net income /(loss) per share attributable to Sohu.com Inc. (in shares) | 38,665 | 38,485 | 38,582 | 38,457 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income /(loss) | $ 100,058 | $ (138,473) |
Adjustments to reconcile net income /(loss) to net cash provided by operating activities: | ||
Amortization of intangible assets and purchased video content in prepaid expense | 129,475 | 99,264 |
Depreciation | 60,798 | 59,059 |
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisition | 40,324 | 0 |
Share-based compensation expense | 28,465 | 29,513 |
Impairment of intangible assets | 12,015 | 1,457 |
Investment income /(loss) from investments in debt securities and equity investments | 3,791 | (1,140) |
Provision /(Reversal) for allowance for doubtful accounts | 1,676 | (2) |
Change in fair value of put option | 0 | (2,304) |
Gain from sale of the 7Road business and certain Changyou subsidiaries | (55,139) | 0 |
Gain from sale of an equity investment | (12,962) | 0 |
Change in fair value of short-term investments | (1,050) | (425) |
Others | 2,163 | 1,419 |
Changes in assets and liabilities, net of acquisition: | ||
Accounts receivable | (67,284) | (25,759) |
Prepaid and other assets | 2,941 | 32,825 |
Accounts payable | 7,150 | (4,194) |
Accrued liabilities and other short-term liabilities | 66,636 | 83,676 |
Receipts in advance and deferred revenue | 11,202 | (941) |
Taxes payable | 17,592 | (17,463) |
Deferred tax | 9,612 | (21,727) |
Net cash provided by operating activities | 357,463 | 94,785 |
Cash flows from investing activities: | ||
Purchase of intangible and other assets | (106,613) | (98,706) |
Purchase of fixed assets | (84,127) | (73,440) |
Purchase of short-term investments, net | (76,588) | (206,662) |
Purchase of long-term investments | (37,803) | (24,609) |
Funds to a third party | (20,033) | 0 |
Deposited funds | (13,086) | 0 |
Acquisition of MoboTap, net of cash acquired | 0 | (86,539) |
Consideration received from sale of the 7Road business and certain Changyou subsidiaries, net of cash in 7Road upon its disposition | 183,114 | 0 |
Cash received /(paid) related to restricted time deposits, net | 30,840 | (13,554) |
Proceeds received from sale of an equity investment | 11,938 | 0 |
Proceeds received from debt securities at maturity | 0 | 82,009 |
Other cash proceeds related to investing activities | 3,866 | 3,404 |
Net cash used in investing activities | (108,492) | (418,097) |
Cash flows from financing activities: | ||
Loan proceeds | 12,900 | 0 |
Issuance of common stock | 2,124 | 516 |
Exercise of share-based awards in subsidiary | 7 | 414 |
Repayments of loans from offshore banks | (25,500) | (410,194) |
Repurchase of Sogou Series A Preferred Shares from noncontrolling shareholders | (21,015) | (47,285) |
Repurchase of Changyou American depositary shares ("ADSs") | (14,517) | 0 |
Repurchase of Sogou Series A Ordinary Shares from noncontrolling shareholders | 0 | (24,591) |
Proceeds of loans from offshore banks | 0 | 370,000 |
Payment of contingent consideration | 0 | (2,813) |
Other cash proceeds /(payments) related to financing activities | 2,855 | (4,935) |
Net cash used in financing activities | (43,146) | (118,888) |
Effect of exchange rate changes on cash and cash equivalents | (8,220) | (4,192) |
Reclassification of cash and cash equivalents to held-for-sale assets | (66) | 0 |
Net increase/ (decrease) in cash and cash equivalents | 197,539 | (446,392) |
Cash and cash equivalents at beginning of period | 876,340 | 1,287,288 |
Cash and cash equivalents at end of period | 1,073,879 | 840,896 |
Supplemental cash flow disclosures: | ||
Barter transactions | 1,411 | 721 |
Supplemental schedule of non-cash investing activity: | ||
Consideration payable for acquisition and equity investment | $ 10,722 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2013 | $ 1,836,720 | $ 44 | $ 601,633 | $ (143,858) | $ 116,304 | $ 752,582 | $ 510,015 |
Issuance of common stock | 516 | 0 | 516 | 0 | 0 | 0 | 0 |
Repurchase of Sogou Series A Preferred Shares from noncontrolling shareholders, net of transaction expense | (47,285) | 0 | 26,276 | 0 | 0 | (27,747) | (45,814) |
Repurchase of Sogou Class A Ordinary Shares from noncontrolling shareholders | (24,591) | 0 | 0 | 0 | 0 | 0 | (24,591) |
Exercise of right to repurchase from China Web | 1,584 | 0 | 1,584 | 0 | 0 | 0 | 0 |
Purchase of equity interests of a VIE from a third party shareholder | (809) | 0 | 11 | 0 | 0 | 0 | (820) |
Share-based compensation expense | 29,485 | 0 | 13,048 | 0 | 0 | 0 | 16,437 |
Settlement of share-based awards in subsidiary | 798 | 0 | 11,336 | 0 | 0 | 0 | (10,538) |
Acquisition of MoboTap | 53,424 | 0 | 0 | 0 | 0 | 0 | 53,424 |
Acquisition of noncontrolling interest in a subsidiary | (4,726) | 0 | (1,777) | 0 | 0 | 0 | (2,949) |
Net income /(loss) attributable to Sohu.com Inc. and noncontrolling interest shareholders | (138,473) | 0 | 0 | 0 | 0 | (119,335) | (19,138) |
Accumulated other comprehensive income /(loss) | (14,084) | 0 | 0 | 0 | (10,504) | 0 | (3,580) |
Ending balance at Sep. 30, 2014 | 1,692,559 | 44 | 652,627 | (143,858) | 105,800 | 605,500 | 472,446 |
Beginning balance at Dec. 31, 2014 | 1,688,906 | 44 | 650,148 | (143,858) | 109,402 | 585,925 | 487,245 |
Issuance of common stock | 2,126 | 1 | 2,125 | 0 | 0 | 0 | 0 |
Repurchase of Changyou ADSs | (14,517) | 0 | (9,982) | 0 | 0 | 0 | (4,535) |
Repurchase of Sogou Series A Preferred Shares from noncontrolling shareholders, net of transaction expense | (21,329) | 0 | 90,719 | 0 | 0 | (11,911) | (100,137) |
Share-based compensation expense | 28,515 | 0 | 16,684 | 0 | 0 | 0 | 11,831 |
Settlement of share-based awards in subsidiary | 357 | 0 | 33,649 | 0 | 0 | 0 | (33,292) |
Purchase of noncontrolling interest in RaidCall | 0 | 0 | 458 | 0 | 0 | 0 | (458) |
Noncontrolling interest recognized in domestic companies | 277 | 0 | 0 | 0 | 0 | 0 | 277 |
Net income /(loss) attributable to Sohu.com Inc. and noncontrolling interest shareholders | 100,058 | 0 | 0 | 0 | 0 | (7,287) | 107,345 |
Accumulated other comprehensive income /(loss) | (54,814) | 0 | 0 | 0 | (36,534) | 0 | (18,280) |
Ending balance at Sep. 30, 2015 | $ 1,729,579 | $ 45 | $ 783,801 | $ (143,858) | $ 72,868 | $ 566,727 | $ 449,996 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
The Company and Basis of Presentation [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation Nature of Operations Sohu.com Inc. (NASDAQ: SOHU), a Delaware corporation organized in 1996, is a leading Chinese online media, search and game service group providing comprehensive online products and services on PCs and mobile devices in the People’s Republic of China (the “PRC” or “China”). Sohu.com Inc.’s businesses are conducted by Sohu.com Inc. and its subsidiaries and VIEs (collectively referred to as the “Sohu Group” or “the Group”). The Sohu Group consists of Sohu, which when referred to in this report, unless the context requires otherwise, excludes the businesses and the corresponding subsidiaries and VIEs of Sogou Inc. (“Sogou”) and Changyou.com Limited (“Changyou”), Sogou and Changyou. Sogou and Changyou are indirect controlled subsidiaries of Sohu.com Inc. Sohu is a leading Chinese language online media content and services provider. Sogou is a leading online search, client software and mobile Internet product provider in China. Changyou is a leading online game developer and operator in China as measured by the popularity of its PC game TLBB and its mobile game TLBB 3D, and engages primarily in the development, operation and licensing of online games for PCs and mobile devices. Most of the Group’s operations are conducted through the Group’s indirect wholly-owned and majority-owned China-based subsidiaries and VIEs. Through the operation of Sohu, Sogou and Changyou, the Sohu Group generates online advertising revenues, including brand advertising revenues and search and search-related revenues (which were previously known as search and Web directory revenues); online games revenues; and others revenues. Online advertising and online games are the Group’s core businesses. For the three months ended September 30, 2015, total revenues generated by Sohu, Sogou and Changyou were approximately $522.1 million. Sohu’s Business Brand Advertising Business Sohu’s main business is the brand advertising business, which offers to users, over Sohu’s matrices of Chinese language online media, various content, products and services across multiple Internet-enabled devices such as PCs, mobile phones and tablets. The majority of Sohu’s products and services are provided through Sohu Media Portal, Sohu Video and Focus. • Sohu Media Portal. • Sohu Video. • Focus. Revenues generated by the brand advertising business are classified as brand advertising revenues in the Sohu Group’s consolidated statements of comprehensive income. Others Business Sohu also engages in the others business, which includes the filming business, mobile-related services, sub-licensing of purchased video content to third parties, and paid subscription services. Revenues generated by Sohu from the others business are classified as others revenues in the Sohu Group’s consolidated statements of comprehensive income. Sogou’s Business Search and Search-related Business The search and search-related business primarily offers advertisers pay-for-click services, as well as online marketing services on Web directories operated by Sogou. Pay-for-click services enable advertisers’ promotional links to be displayed on the Sogou search result pages and Sogou Website Alliance members’ Websites where the links are relevant to the subject and content of such Web pages. Both pay-for-click services and online marketing services on Web directories operated by Sogou expand distribution of our advertisers’ Website links and advertisements by leveraging traffic on Sogou Website Alliance members’ Websites. The search and search-related business benefits significantly from Sogou’s collaboration with Tencent Holdings Limited (together with its subsidiaries, “Tencent”), which provides Sogou access to traffic generated from users of products and services provided by Tencent. Revenues generated by the search and search-related business are classified as search and search-related revenues in the Sohu Group’s consolidated statements of comprehensive income. Others Business Sogou also engages in the others business by primarily offering Internet value-added services ( “IVAS”) with respect to the operation of Web games and mobile games developed by third parties as well as other services and products provided to users. Revenues generated by Sogou from the others business are classified as others revenues in the Sohu Group’s consolidated statements of comprehensive income. Changyou’s Business Changyou has three businesses, consisting of the online game business, the platform channel business and the others business. Online Game Business Changyou’s online game business offers to game players PC games which are online games designed primarily for playing on PCs; mobile games, which are played on mobile devices with an Internet connection; and Web games, which are online games played over the Internet using a Web browser. Changyou’s PC games and mobile games are mainly MMOGs, which are interactive online games that may be played simultaneously by hundreds of thousands of game players. All of Changyou’s games are operated under the item-based revenue model, where game players play the games for free but can purchase virtual items to enhance the game-playing experience. Revenues derived from the operation of online games are classified as online game revenues in the Sohu Group’s consolidated statements of comprehensive income. Changyou’s flagship PC game is its MMOG Tian Long Ba Bu (“TLBB”). For the three and nine months ended September 30, 2015, revenues from the PC game TLBB were $77.8 million and $244.9 million, respectively, accounting for approximately 51% and 48%, respectively, of Changyou’s online game revenues, approximately 41% of Changyou’s total revenues for both periods and approximately 15% and 17%, respectively, of the Sohu Group’s total revenues. Platform Channel Business Changyou also owns and operates a number of Web properties and software applications for PCs and mobile devices (collectively referred to as “platform channels”), including the 17173.com Website, one of the leading information portals for game players in China; RaidCall, which provides online music and entertainment services, primarily in Taiwan; and the Dolphin Browser, a gateway to a host of user activities on mobile devices, with the majority of its users based in Europe, Russia and Japan. Changyou’s platform channels serve various needs of its users and help Changyou reach more user communities and conduct cross-promotions of its games and services. Revenues generated by 17173.com are classified as brand advertising revenues, and revenues generated by RaidCall and the Dolphin Browser are classified as others revenues, in the Group’s consolidated statements of comprehensive income. Others Business Changyou also operates a cinema advertising business, which consists of Changyou offering slots for advertisements to be shown in cinemas before the screening of movies. Revenues generated by Changyou’s cinema advertising business are classified as others revenues in the Sohu Group’s consolidated statements of comprehensive income. Basis of Consolidation and Recognition of Noncontrolling Interest The consolidated financial statements include the accounts of Sohu.com Inc. and its wholly-owned and majority-owned subsidiaries and consolidated VIEs. All intercompany transactions are eliminated. VIE Consolidation The Sohu Group’s VIEs are wholly or partially owned by certain employees of the Group as nominee shareholders. For consolidated VIEs, management made evaluations of the relationships between the Sohu Group and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Group controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Sohu Group is the primary beneficiary of its consolidated VIEs. The Sohu Group has two VIEs that are not consolidated, since the Group is not the primary beneficiary. Noncontrolling Interest Recognition Noncontrolling interests are recognized to reflect the portion of the equity of majority-owned subsidiaries and VIEs which is not attributable, directly or indirectly, to the controlling shareholders. The primary majority-owned subsidiaries and VIEs of the Sohu Group which are consolidated in the Group’s consolidated financial statements with noncontrolling interest recognized are Sogou and Changyou. Basis of Presentation These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q Form 10-K The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Results for the nine months ended September 30, 2015 are not necessarily indicative of the results expected for the full fiscal year or for any future period. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Segment Information | 2. Segment Information The Sohu Group’s segments are business units that offer different services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision making group, in deciding how to allocate resources and in assessing performance. The Group’s CODM is Sohu.com Inc.’s Chief Executive Officer. Commencing in the second quarter of 2015, the CODM did not consider the others segment to be significant enough to be separately reviewed. Therefore, in order to better reflect management’s perspective, the Group combined the brand advertising segment and the others segment, and now identifies them together as the Sohu segment. There are now three segments in the Group, consisting of the Sohu segment, the Sogou segment, and the Changyou segment. The Group has restated the presentation of its reportable segments for prior periods to conform to the current presentation. The following tables present summary information by segment (in thousands): Three Months Ended September 30, 2014 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 147,626 $ 106,158 $ 180,819 $ (4,188 ) $ 430,415 Segment cost of revenues (85,117 ) (46,463 ) (50,278 ) 667 (181,191 ) Segment gross profit 62,509 59,695 130,541 (3,521 ) 249,224 SBC (2) in cost of revenues (218 ) (193 ) (58 ) 0 (469 ) Gross profit 62,291 59,502 130,483 (3,521 ) 248,755 Operating expenses: Product development (23,767 ) (26,113 ) (52,827 ) 788 (101,919 ) Sales and marketing (57,470 ) (24,570 ) (52,930 ) 4,165 (130,805 ) General and administrative (12,159 ) (3,208 ) (26,832 ) (189 ) (42,388 ) SBC (2) in operating expenses (922 ) (13,094 ) (456 ) 141 (14,331 ) Total operating expenses (94,318 ) (66,985 ) (133,045 ) 4,905 (289,443 ) Operating loss (32,027 ) (7,483 ) (2,562 ) 1,384 (40,688 ) Other income /(expense) 1,860 (4 ) 283 (1,243 ) 896 Net interest income 1,966 860 4,642 0 7,468 Exchange difference (15 ) 4 (599 ) 0 (610 ) Income /(loss) before income tax benefit /(expense) (28,216 ) (6,623 ) 1,764 141 (32,934 ) Income tax benefit /(expense) 1,327 0 (291 ) 0 1,036 Net income /(loss) $ (26,889 ) $ (6,623 ) $ 1,473 $ 141 $ (31,898 ) Note (1): The elimination for segment revenues mainly consists of marketing services (banner advertisements and similar services) provided by the Sohu segment to the Changyou segment. Note (2): “SBC” stands for share-based compensation expense. Three Months Ended September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 172,902 $ 162,300 $ 188,875 $ (1,987 ) $ 522,090 Segment cost of revenues (99,742 ) (66,035 ) (48,821 ) 539 (214,059 ) Segment gross profit 73,160 96,265 140,054 (1,448 ) 308,031 SBC (2) in cost of revenues (184 ) (12 ) 96 0 (100 ) Gross profit 72,976 96,253 140,150 (1,448 ) 307,931 Operating expenses: Product development (23,708 ) (31,573 ) (40,178 ) 1,348 (94,111 ) Sales and marketing (52,315 ) (25,775 ) (21,639 ) 1,599 (98,130 ) General and administrative (12,966 ) (3,956 ) (17,741 ) (203 ) (34,866 ) Goodwill impairment and impairment of intangible assets acquired as part of a business acquisition 0 0 (40,324 ) 0 (40,324 ) SBC (2) in operating expenses (2,228 ) 1,262 3,368 0 2,402 Total operating expenses (91,217 ) (60,042 ) (116,514 ) 2,744 (265,029 ) Operating profit /(loss) (18,241 ) 36,211 23,636 1,296 42,902 Other income 91,736 32 58,554 (80,103 ) 70,219 Net interest income 587 1,326 3,279 0 5,192 Exchange difference 1,360 627 2,335 0 4,322 Income before income tax expense 75,442 38,196 87,804 (78,807 ) 122,635 Income tax expense (1,091 ) (2,586 ) (25,784 ) 0 (29,461 ) Net income $ 74,351 $ 35,610 $ 62,020 $ (78,807 ) $ 93,174 Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou’s repurchase of Sogou shares from Sohu.com (Search) Limited (“Sohu Search”). Note (2): “SBC” stands for share-based compensation expense. Nine Months Ended September 30, 2014 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 400,695 $ 267,081 $ 539,353 $ (11,248 ) $ 1,195,881 Segment cost of revenues (238,617 ) (118,152 ) (132,941 ) 1,120 (488,590 ) Segment gross profit 162,078 148,929 406,412 (10,128 ) 707,291 SBC (2) in cost of revenues (562 ) (706 ) (186 ) 0 (1,454 ) Gross profit 161,516 148,223 406,226 (10,128 ) 705,837 Operating expenses: Product development (68,099 ) (75,582 ) (171,362 ) 3,131 (311,912 ) Sales and marketing (165,408 ) (49,919 ) (202,890 ) 11,266 (406,951 ) General and administrative (33,549 ) (8,395 ) (70,452 ) (533 ) (112,929 ) SBC (2) in operating expenses (8,437 ) (36,523 ) (1,093 ) 902 (45,151 ) Total operating expenses (275,493 ) (170,419 ) (445,797 ) 14,766 (876,943 ) Operating loss (113,977 ) (22,196 ) (39,571 ) 4,638 (171,106 ) Other income 5,287 2,455 1,334 (3,736 ) 5,340 Net interest income 6,515 1,714 16,475 0 24,704 Exchange difference (103 ) (159 ) 289 0 27 Loss before income tax benefit/ (expense) (102,278 ) (18,186 ) (21,473 ) 902 (141,035 ) Income tax benefit/(expense) (2,022 ) 0 4,584 0 2,562 Net loss $ (104,300 ) $ (18,186 ) $ (16,889 ) $ 902 $ (138,473 ) Note (1): The elimination for segment revenues mainly consists of marketing services (banner advertisements and similar services) provided by the Sohu segment to the Changyou segment. Note (2): “SBC” stands for share-based compensation expense. Nine Months Ended September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 450,776 $ 426,099 $ 599,726 $ (5,613 ) $ 1,470,988 Segment cost of revenues (306,221 ) (177,401 ) (174,024 ) 1,091 (656,555 ) Segment gross profit 144,555 248,698 425,702 (4,522 ) 814,433 SBC (2) in cost of revenues (847 ) (119 ) 8 0 (958 ) Gross profit 143,708 248,579 425,710 (4,522 ) 813,475 Operating expenses: Product development (72,362 ) (93,285 ) (124,156 ) 3,740 (286,063 ) Sales and marketing (148,241 ) (64,718 ) (76,365 ) 5,196 (284,128 ) General and administrative (44,551 ) (10,873 ) (56,076 ) (459 ) (111,959 ) Goodwill impairment and impairment of intangible assets acquired as part of a business acquisition 0 0 (40,324 ) 0 (40,324 ) SBC (2) in operating expenses (14,371 ) (5,681 ) (7,539 ) 85 (27,506 ) Total operating expenses (279,525 ) (174,557 ) (304,460 ) 8,562 (749,980 ) Operating profit /(loss) (135,817 ) 74,022 121,250 4,040 63,495 Other income /(expense) 91,679 122 63,896 (82,761 ) 72,936 Net interest income 2,432 4,011 11,012 0 17,455 Exchange difference 1,124 337 1,991 0 3,452 Income /(loss) before income tax expense (40,582 ) 78,492 198,149 (78,721 ) 157,338 Income tax expense (5,642 ) (5,900 ) (45,738 ) 0 (57,280 ) Net income /(loss) $ (46,224 ) $ 72,592 $ 152,411 $ (78,721 ) $ 100,058 Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou’s repurchase of Sogou shares from Sohu Search. Note (2): “SBC” stands for share-based compensation expense. As of December 31, 2014 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 431,272 $ 224,273 $ 220,795 $ 0 $ 876,340 Accounts receivable, net 137,183 15,341 77,969 (92 ) 230,401 Fixed assets, net 252,255 44,686 243,837 0 540,778 Total assets (1) $ 1,159,403 $ 305,975 $ 1,547,965 $ (146,334 ) $ 2,867,009 Note (1): The elimination for segment assets mainly consists of elimination of long-term investments in subsidiaries and consolidated VIEs. As of September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 424,276 $ 219,094 $ 430,509 $ 0 $ 1,073,879 Accounts receivable, net 192,264 28,386 64,735 (89 ) 285,296 Fixed assets, net 232,758 69,867 221,242 0 523,867 Total assets (1) $ 1,376,726 $ 350,691 $ 1,735,738 $ (444,021 ) $ 3,019,134 Note (1): The elimination for segment assets mainly consists of elimination of intracompany loans between the Sohu segment and the Changyou segment, and elimination of long-term investments in subsidiaries and consolidated VIEs. |
Share-Based Compensation Expens
Share-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2015 | |
Share-Based Compensation Expense [Abstract] | |
Share-Based Compensation Expense | 3. Share-Based Compensation Expense Sohu (excluding Fox Video Limited), Sogou, Changyou, and Fox Video Limited (“Sohu Video”) have incentive plans, and prior to June 28, 2013 7Road.com Limited (“7Road”) had an incentive plan, for the granting of share-based awards, including common stock or ordinary shares, share options, restricted shares and restricted share units, to members of the boards of directors, management and other key employees. Sohu (excluding Sohu Video), Sogou, and Changyou Share-based Awards For Sohu (excluding Sohu Video) share options that Sohu granted before 2006 and Sohu restricted share units, Sogou share-based awards, and Changyou share-based awards under the Changyou 2008 Share Incentive Plan, share-based compensation expense is recognized as costs and expenses in the consolidated statements of comprehensive income based on the fair value of the related share-based awards on their grant dates. For Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, share-based compensation expense is recognized in the consolidated statements of comprehensive income based on the then-current fair value at each reporting date. For 1,068,000 Sohu stock options contractually granted on February 7, 2015, 2,400,000 Changyou share options converted from restricted share units on February 16, 2015, and 1,998,000 Changyou share options contractually granted on June 1, 2015, awards are expected to vest and become exercisable in four equal installments over a period of four years, with each installment vesting upon satisfaction of a service period requirement and certain subjective performance targets. For purposes of ASC 718-10-25 ASC 718-10-55 Sohu Video Share-based Awards On January 4, 2012, Sohu Video, the holding entity of Sohu’s video division, adopted a 2011 Share Incentive Plan (the “Video 2011 Share Incentive Plan”) which provides for the issuance of up to 25,000,000 ordinary shares of Sohu Video (representing approximately 10% of the outstanding Sohu Video shares on a fully-diluted basis) to management and key employees of the video division and to Sohu management. As of September 30, 2015, grants of options for the purchase of 16,368,200 ordinary shares of Sohu Video had been contractually made, of which options for the purchase of 4,972,800 ordinary shares were vested. For purposes of ASC 718-10-25 ASC 718-10-55 7Road Share-based Awards On July 10, 2012, 7Road adopted the 7Road 2012 Share Incentive Plan. On June 28, 2013, 7Road’s Board of Directors approved the cancellation of this incentive plan. 7Road concurrently offered to a total of 42 7Road employees holding an aggregate of 2,223,750 restricted share units which had been granted under this incentive plan the right to exchange their restricted share units for, at each employee’s election, in each case subject to the employee’s continued employment by 7Road, either (i) Scheme I: the right to a cash payment of up to an aggregate of $2.90 per restricted share unit exchanged, vesting and payable at the rate of 40%, 30% and 30%, respectively, on the first, second and third anniversaries of July 18, 2012, which is the date when the surrendered restricted share units were granted under the 7Road 2012 Share Incentive Plan, or (ii) Scheme II: the right to receive an annual cash bonus, over a seven-year period commencing July 1, 2013, based on the adjusted annual cumulative net income of 7Road. As of June 28, 2013, all restricted share units held by these 42 7Road employees had been included in this exchange program. In the third quarter of 2013, 7Road granted to an additional 48 7Road employees the right to receive an annual cash bonus under Scheme II with the same terms as described above. On August 17, 2015, Changyou completed the sale of the 7Road business. See Note 12- Business Transactions. As of August 17, 2015, Changyou had recognized an aggregate of $4.2 million of compensation expense under the 7Road 2012 Share Incentive Plan for Scheme I and $0.7 million of compensation expense for Scheme II. In the future, there will be no compensation expense recognized under the 7Road 2012 Share Incentive Plan. Share-based Compensation Expense Recognition Share-based compensation expense was recognized in costs and expenses for the three and nine months ended September 30, 2014 and 2015, respectively, as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Share-based compensation expense 2014 2015 2014 2015 Cost of revenues $ 469 $ 99 $ 1,454 $ 957 Product development expenses (1) 6,052 (1,331 ) 15,999 9,680 Sales and marketing expenses 937 466 3,751 1,573 General and administrative expenses (1) 7,342 (1,536 ) 25,402 16,255 $ 14,800 $ (2,302 ) $ 46,606 $ 28,465 Share-based compensation expense was recognized for share awards of Sohu (excluding Sohu Video), Sogou, Changyou and Sohu Video as follows (in thousands): Three Months Ended Nine Months Ended September 30, Share-based compensation expense 2014 2015 2014 2015 For Sohu (excluding Sohu Video) share-based awards $ 1,337 $ 2,294 $ 5,242 $ 15,031 For Sogou share-based awards (1) (2) 13,098 (1,230 ) 36,033 5,706 For Changyou share-based awards (1) 514 (3,465 ) 1,253 7,529 For Sohu Video share-based awards (149 ) 99 4,078 199 $ 14,800 $ (2,302 ) $ 46,606 $ 28,465 Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. There was no capitalized share-based compensation expense for the three and nine months ended September 30, 2014 and 2015. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Fair Value of Financial Instruments The Sohu Group’s financial instruments include cash equivalents, restricted time deposits, short-term investments, accounts receivable, prepaid and other current assets, held-for-sale assets, available-for-sale equity securities under long-term investments, accounts payable, accrued liabilities, receipts in advance and deferred revenue, short-term bank loans, other short-term liabilities, held-for-sale liabilities, long-term accounts payable and long-term bank loans. U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is: Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – include other inputs that are directly or indirectly observable in the market place. Level 3 – unobservable inputs which are supported by little or no market activity. Financial Instruments Measured at Fair Value The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as of December 31, 2014 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Significant Cash equivalents $ 583,160 $ 0 $ 583,160 $ 0 Restricted time deposits 426,748 0 426,748 0 Short-term investments 191,577 0 191,577 0 Available-for-sale equity securities 11,273 11,273 0 0 Total $ 1,212,758 $ 11,273 $ 1,201,485 $ 0 The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy, as of September 30, 2015 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Significant Cash equivalents $ 590,870 $ 0 $ 590,870 $ 0 Restricted time deposits 381,087 0 381,087 0 Short-term investments 260,431 0 260,431 0 Available-for-sale equity securities 15,939 15,939 0 0 Total $ 1,248,327 $ 15,939 $ 1,232,388 $ 0 Cash Equivalents The Sohu Group’s cash equivalents mainly consist of time deposits and money market funds with original maturities of three months or less. The fair values of cash equivalents are determined based on the pervasive interest rates in the market. The Group classifies the valuation techniques that use the pervasive interest rates input as Level 2 of fair value measurements. Generally there are no quoted prices in active markets for identical cash equivalents at the reporting date. In order to determine the fair value, the Group must use the discounted cash flow method and observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Restricted Time Deposits Restricted time deposits are valued based on the prevailing interest rates in the market using the discounted cash flow method. The Sohu Group classifies the valuation techniques that use these inputs as Level 2 of fair value measurements. Collateral related to Sogou Incentive Shares Trust Arrangements In February 2013, Sohu deposited $9.0 million in cash into restricted time deposit accounts at a bank as collateral for credit facilities provided by the bank to certain Sogou employees. The facilities were intended to fund the employees’ early exercise of Sogou share options and related PRC individual income tax. Sohu is not subject to any additional potential payments other than the restricted time deposit amounts, and believes that the fair value of its guarantee liability is immaterial. Changyou Loans from Offshore Banks, Secured by Time Deposits Commencing in 2012, Changyou drew down loans from offshore branches of certain banks for the purposes of expediting the payment of a special one-time cash dividend to its shareholders, providing working capital to support its overseas operations, and funding its acquisitions and its share repurchase program. These bank loans are secured by an equivalent or greater amount of RMB deposits by Changyou in the onshore branches of such banks. The loans from the offshore branches of the lending banks are classified as short-term and long-term bank loans based on the loans’ payment terms. As of September 30, 2015, the total amount of the bank loans was $344.5 million, all of which carried a floating rate of interest based on the London Inter-Bank Offered Rate (“LIBOR”). These loans were secured by RMB deposits in onshore branches of those banks in the total amount of $371.8 million. The deposited amounts are recognized as restricted time deposits. For the three and nine months ended September 30, 2015, interest income from the restricted time deposits securing the loans was $3.0 million and $10.2 million, respectively, and interest expense on the loans was $1.8 million and $5.3 million, respectively. For the three and nine months ended September 30, 2014, interest income from the restricted time deposits securing the loans was $4.1 million and $12.0 million, respectively, and interest expense on the bank loans was $1.7 million and $4.6 million, respectively. Short-term Investments In accordance with ASC 825 As of September 30, 2015, the Sohu Group’s investment in financial instruments was $260.4 million. The investment instruments were issued by commercial banks in China, and have a variable interest rate indexed to performance of underlying assets. Since these investments’ maturity dates are within one year, they are classified as short-term investments. For the three and nine months ended September 30, 2015, the Sohu Group recorded in the consolidated statements of comprehensive income changes in the fair value of short-term investments in the amounts of $3.0 million and $6.8 million, respectively. For the three and nine months ended September 30, 2014, the Sohu Group recorded in the consolidated statements of comprehensive income changes in the fair value of short-term investments in the amount of both $0.4 million. Available-for-Sale Equity Securities Available-for-sale equity securities are valued using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level 1 of fair value measurements. On August 12, 2014, Sohu acquired approximately 6% of the total outstanding common shares of Keyeast Co., Ltd., a Korean-listed company (“Keyeast”), for a purchase price of $15.1 million. The Sohu Group classified this investment as available-for-sale equity securities under long-term investments, and reported it at fair value. As of September 30, 2015, the fair value of the Keyeast available-for-sale equity securities held by Sohu was $15.9 million. An unrealized gain representing the change in fair value of $0.8 million in the aggregate was recorded as an addition to accumulated other comprehensive income in the Sohu Group’s consolidated balance sheets. Repurchase Options and Put Option for Sogou Series A Preferred Shares In September 2013, Sogou entered into Repurchase Option Agreements with Sohu.com (Search) Limited (“Sohu Search”) and Photon Group Limited (“Photon”), the investment vehicle of the Sohu Group’s Chairman and Chief Executive Officer Dr. Charles Zhang, and a Repurchase/put Option Agreement with China Web Search (HK) Limited (“China Web”), with respect to Series A Preferred Shares of Sogou held by them. See Note 12 – Sogou Transactions. The repurchase options were initially recognized in additional paid-in capital in the Sohu Group’s consolidated balance sheets at fair value when the agreements were signed. Any subsequent changes in the fair values of the repurchase options were not and will not be recognized. The put option was initially recognized in other short-term liabilities in the Sohu Group’s consolidated balance sheets at fair value when the agreement was signed. Subsequent changes in the fair value of the put option were recognized quarterly in other income /(expense) in the Sohu Group’s consolidated statements of comprehensive income. Management determined the fair values of the repurchase options when the agreements were signed, and of the put option before Sogou exercised the repurchase option, using the binominal model, with a discount for lack of marketability, given that the repurchase options and the put option were not publicly traded at the time of grant. Management made the determination using management’s estimates and assumptions. The Sohu Group classifies the valuation techniques that use these inputs as Level 3 of fair value measurements. As of September 30, 2015, all of the Series A Preferred Shares of Sogou that were subject to the repurchase options and the put option had been repurchased by Sogou, and the balances of the additional paid-in capital recognized with respect to the repurchase options and of the other short-term liabilities recognized with respect to the put option were zero. Other Financial Instruments The fair values of other financial instruments are estimated for disclosure purposes where the financial instruments’ carrying values approximate their fair values. Held-for-Sale Assets and Liabilities In September 2015, Changyou’s VIE Beijing Guanyou Gamespace Digital Technology Co., Ltd. (“Guanyou Gamespace”) entered into an agreement to sell all of the equity interests of Beijing Doyo Internet Technology Co., Ltd. (“Doyo”), which engages primarily in the online advertising business, to a PRC company owned by the former members of the management of Doyo. The aggregate consideration contemplated by the agreement includes cash consideration of approximately $2.9 million, and forgiveness, effective upon the completion of the sale, of contingent consideration payable to former members of the management of Doyo in the amount of $6.0 million. As of the date of this report, this sale has been completed and Changyou has received most of the cash consideration. Management treated the fact that the total consideration for the sale of Doyo pursuant to the agreement will be lower than the carrying value of Doyo’s net assets as an indicator that the goodwill associated with Doyo might be impaired. Therefore, in September 2015, management performed a goodwill impairment test and recognized goodwill impairment in the amount of $1.9 million. See Note 5 – Goodwill. As a consequence of the sale agreement, the assets and liabilities attributable to Doyo were classified as assets and liabilities held for sale and measured at the lower of their carrying amounts and their fair values, less selling costs, in the consolidated balance sheet as of September 30, 2015. Details of the aggregate assets and liabilities as of September 30, 2015 are as follows (in thousands): As of Cash and cash equivalents $ 66 Prepaid and other current assets 2,314 Goodwill 5,476 Fixed assets 72 Intangible assets 2,152 Held-for-sale assets $ 10,080 Deferred tax liability (538 ) Accrued and other current liability (600 ) Tax payable (113 ) Held-for-sale liabilities $ (1,251 ) Long-term Investment Long-term Investment in SoEasy In August 2014, Sohu invested $4.8 million in SoEasy Internet Finance Group Limited (“SoEasy”) and in April 2015 Sohu invested an additional $16.3 million in SoEasy. As of September 30, 2015, Sohu’s accumulated investment in SoEasy was $21.1 million and Sohu held approximately 35% of SoEasy’s equity capital. Sohu continued to account for this investment under the equity method, since Sohu can exercise significant influence but does not own a majority of SoEasy’s equity capital or control SoEasy. Long-term Investment in Zhihu In September 2015, Sogou paid $12.0 million in cash for approximately 3% of the equity capital of Zhihu Technology Limited (“Zhihu”), a company that mainly engages in the business of operating an online question and answer-based knowledge and information sharing platform. Sogou accounted for the investment in Zhihu using the cost method, since Sogou does not have significant influence over Zhihu. Short-term Receivables and Payables Accounts receivable and prepaid and other current assets are financial assets with carrying values that approximate fair value due to their short-term nature. Short-term accounts payable, accrued liabilities, receipts in advance and deferred revenue, short-term bank loans and other short-term liabilities are financial liabilities with carrying values that approximate fair value due to their short term nature. For short-term bank loans, the rates of interest under the agreements with the lending banks were determined based on the prevailing interest rates in the market. The Sohu Group classifies the valuation techniques that use these inputs as Level 2 of fair value measurements. For other short-term receivables and payables, the Group estimated fair values using the discounted cash flow method, which is unobservable in the market. The Group classifies the valuation technique as Level 3 of fair value measurements. Long-term Payables Long-term accounts payable and long-term bank loans are financial liabilities with carrying values that approximate fair value due to any changes in fair value, after considering the discount rate, being immaterial. For long-term accounts payable and long-term bank loans, the Group estimated fair values using the discounted cash flow method, which is unobservable in the market. The Sohu Group classifies the valuation technique as Level 3 of fair value measurements. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill Commencing in the second quarter of 2015, the Company’s management did not consider the others segment to be significant enough to be separately reviewed. Therefore, in order to better reflect management’s perspective, the Company combined the brand advertising segment and the others segment, and now identifies them together as the Sohu segment. The changes in the carrying value of goodwill by segment are as follows (in thousands): Sohu Sogou Changyou Total Balance as of December 31, 2014 Goodwill $ 73,908 $ 6,309 $ 297,999 $ 378,216 Accumulated impairment losses (35,788 ) 0 (39,002 ) (74,790 ) $ 38,120 $ 6,309 $ 258,997 $ 303,426 Transactions in 2015 Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business (1) 0 0 (109,735 ) (109,735 ) Goodwill impairment loss related to MoboTap Inc. (“MoboTap”) (2) 0 0 (29,569 ) (29,569 ) Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired (3) 0 0 (7,352 ) (7,352 ) Foreign currency translation adjustment (613 ) (241 ) (898 ) (1,752 ) Balance as of September 30, 2015 $ 37,507 $ 6,068 $ 111,443 $ 155,018 Balance as of September 30, 2015 Goodwill $ 73,295 $ 6,068 $ 181,890 $ 261,253 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 37,507 $ 6,068 $ 111,443 $ 155,018 Note (1): The $109.7 million goodwill associated with the acquisition of 7Road was de-recognized due to Changyou’s sale of the 7Road business in the third quarter of 2015. Note (2): In the third quarter of 2015, Changyou’s management concluded that MoboTap was unable to provide expected synergies with Changyou’s platform business, and performed a goodwill impairment test for the goodwill generated in the acquisition of MoboTap. As a result, Changyou recorded $29.6 million in goodwill impairment losses. Note (3): Of the $7.4 million in goodwill associated with the acquisition of Doyo, $ 5.5 million was transferred to held-for-sale assets and $1.9 million was recognized as a goodwill impairment loss in the third quarter of 2015. |
Taxation
Taxation | 9 Months Ended |
Sep. 30, 2015 | |
Taxation [Abstract] | |
Taxation | 6. Taxation Sohu.com Inc. is subject to United States (“U.S.”) income tax, and Changyou’s income that is from a U.S. source is generally subject to U.S. income tax. The majority of the subsidiaries and VIEs of the Sohu Group are based in mainland China and are subject to income taxes in the PRC. These China-based subsidiaries and VIEs conduct substantially all of the Sohu Group’s operations, and generate most of the Sohu Group’s income or losses. The Group did not have any penalties or significant interest associated with tax positions for the three and nine months ended September 30, 2015, nor did the Group have any significant unrecognized uncertain tax positions for the three and nine months ended September 30, 2015. PRC Corporate Income Tax The PRC Corporate Income Tax Law (the “CIT Law”) applies an income tax rate of 25% to all enterprises but grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs can enjoy an income tax rate of 15% for three years, but need to re-apply after the end of the three-year period. If at any time during the three-year period the relevant tax bureau questions whether an enterprise continues to qualify as an HNTE, the enterprise can be subject to further tax examination and may not be able to continue to enjoy the preferential tax rate. In addition, the CIT Law and its implementing regulations provide that a “Software Enterprise” can enjoy an income tax exemption for two years beginning with its first profitable year and a 50% reduction to a rate of 12.5% for the subsequent three years. An entity that qualifies as a “Key National Software Enterprise” can enjoy a further reduced preferential income tax rate of 10% for two years, but needs to re-apply after the end of the two-year period. Entities Qualified as HNTEs As of September 30, 2015, the following principal entities of the Sohu Group were qualified as HNTEs and were entitled to an income tax rate of 15%. For Sohu’s Business • Beijing Sohu Internet Information Service Co., Ltd. (“Sohu Internet”). Sohu Internet re-applied for HNTE qualification in June 2015. Pending approval of its re-application, Sohu Internet is entitled to continue to enjoy the beneficial tax rate as if it had already qualified as an HNTE for 2015. • Beijing Sohu New Era Information Technology Co., Ltd. (“Sohu Era”), Beijing Sohu New Media Information Technology Co., Ltd. (“Sohu Media”) and Guangzhou Qianjun Network Technology Co., Ltd (“Guangzhou Qianjun”). Sohu Era, Sohu Media and Guangzhou Qianjun are each qualified as HNTEs for 2015 and 2016, and will need to re-apply for HNTE qualification in 2017. For Sogou’s Business • Beijing Sogou Information Service Co., Ltd. (“Sogou Information”). Sogou Information re-applied for HNTE qualification in July 2015. Pending approval of its re-application, Sogou Information is entitled to continue to enjoy the beneficial tax rate as if it had already qualified as an HNTE for 2015. • Beijing Sogou Technology Development Co., Ltd. (“Sogou Technology”). Sogou Technology is qualified as an HNTE for 2015 and 2016, and will need to re-apply for HNTE qualification in 2017. For Changyou’s Business • Beijing AmazGame Age Internet Technology Co., Ltd. (“AmazGame”) and Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”). AmazGame and Gamease are each qualified as HNTEs for 2015 and 2016, and will need to re-apply for HNTE qualification in 2017. Entities Qualified as Software Enterprises For Sohu’s Business • Beijing Sohu New Momentum Information Technology Co., Ltd. (“Sohu New Momentum”). In 2015, Sohu New Momentum is in its second income tax exemption year as a Software Enterprise. For Changyou’s Business • AmazGame. AmazGame will need to re-apply before the end 2015 for designation as a Key National Software Enterprise in order to be entitled for 2015 and 2016 to the preferential income tax rate of 10% to which it was entitled for the initial two-year period of 2013 and 2014. • Beijing Changyou Gamespace Software Technology Co., Ltd. (“Gamespace”). In 2015, Gamespace is in the second of the three years in which it is entitled to a 50% reduction to a rate of 12.5% as a Software Enterprise. • ICE Information Technology (Shanghai) Co., Ltd (“ICE Information”). ICE Information was not subject to income tax, as it incurred losses. • Shenzhen 7Road Network Technologies Co., Ltd. (“7Road Technology”). In 2015, 7Road Technology is in the first of the three years in which it is entitled to a 50% reduction to a rate of 12.5% as a Software Enterprise. PRC Withholding Tax on Dividends The CIT Law imposes a 10% withholding income tax for dividends distributed by foreign-invested enterprises in the PRC to their immediate holding companies outside Mainland China. A lower withholding tax rate will be applied if there is a tax treaty arrangement between Mainland China and the jurisdiction of the foreign holding company. A holding company in Hong Kong, for example, will be subject to a 5% withholding tax rate under an arrangement between the PRC and the Hong Kong Special Administrative Region on the “Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital” if such holding company is considered a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC foreign invested enterprise distributing the dividends, subject to approval of the PRC local tax authority. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend will remain subject to a withholding tax rate of 10%. In order to fund the distribution of a dividend to shareholders of the Sohu Group’s majority-owned subsidiary Changyou, Changyou’s Board of Directors resolved to cause one of its PRC subsidiaries to declare and distribute a cash dividend of portions of its 2012 to 2015 stand-alone earnings to its direct overseas parent company, Changyou.com (HK) Limited (“Changyou HK”). With the exception of that dividend, the Sohu Group does not intend to have any of its PRC subsidiaries distribute any undistributed profits of such subsidiaries to their direct overseas parent companies, but rather intends that such profits will be permanently reinvested by such subsidiaries for their PRC operations. As of September 30, 2015, Changyou had accrued deferred tax liabilities in the amount of $24.1 million for PRC withholding tax. PRC Value-Added Tax and Business Tax Revenues from the brand advertising business, revenues from the search and search-related business, revenues from Changyou’s Web games that were not developed in-house and from licensed mobile games, as well as revenues from mobile-related services which are recorded as others revenue are subject to value-added tax (“VAT”). To record VAT payable, the Group adopted the net presentation method, which presents the difference between the output VAT (at a rate of 6%) and available input VAT amount (at the rate applicable to the supplier). Other online game revenues from the operation of PC games and self-developed mobile games are subject to a 5% PRC business tax (“Business Tax”). U.S. Corporate Income Tax Sohu.com Inc. is a Delaware corporation that is subject to U.S. corporate income tax on its taxable income at a rate of up to 35%. To the extent that Sohu.com Inc. has U.S. taxable income, which generally arises mainly from interest income of the Sohu Group, the Group accrues U.S. corporate income tax in the Group’s consolidated statements of comprehensive income and makes estimated tax payments as and when required by U.S. law. Uncertain Tax Positions The Group is subject to various taxes in different jurisdictions, primarily the US and the PRC. Management reviews regularly the adequacy of the provisions for taxes as they relate to the income and transactions of the Group. In order to assess uncertain tax positions, the Sohu Group applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. During its review in the third quarter of 2015, the Sohu Group’s management determined that certain equity transactions that took place during the quarter may result in additional tax obligations under relevant tax rules. Accordingly, the Group recognized tax payable in the amount of $14.6 million and recognized tax expense in the Group’s consolidated statements of comprehensive income for the quarter ended September 30, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Contractual Obligations The following table sets forth our contractual obligations as of September 30, 2015 (in thousands): As of September 30, 2015 Contractual Repayment of principal of bank loans $ 344,500 Purchase of content and services – video 149,737 Purchase of bandwidth 64,719 Purchase of cinema advertisement slot rights 54,849 Operating lease obligations 31,241 Expenditures for operating rights for licensed games with technological feasibility – PC games 24,984 Purchase of content and services – others 14,192 Interest payment commitment 11,819 Fees for operating rights for licensed games in development – mobile games 3,086 Expenditures for operating rights for licensed games with technological feasibility – mobile games 2,911 Fees for operating rights for licensed games in development – PC games 1,520 Others 8,078 Total $ 711,636 Litigation The Sohu Group is a party to various litigation matters which it considers routine and incidental to its business. Management does not expect the results of any of these actions to have a material adverse effect on the Group’s business, results of operations, financial condition and cash flows. PRC Law and Regulations The Chinese market in which the Sohu Group operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extend to the ability to operate an Internet business and to conduct brand advertising, search and search-related, online game, and others services in the PRC. Though the PRC has, since 1978, implemented a wide range of market-oriented economic reforms, continued reforms and progress towards a full market-oriented economy are uncertain. In addition, the telecommunication, information, and media industries remain highly regulated. Restrictions are currently in place and are unclear with respect to which segments of these industries foreign-owned entities, like the Sohu Group, may operate. The Chinese government may issue from time to time new laws or new interpretations of existing laws to regulate areas such as telecommunication, information and media. Certain risks related to PRC law that could affect the Sohu Group’s VIE structure are discussed in Note 9 – VIEs. Regulatory risks also encompass interpretation by PRC tax authorities of current tax law, including the applicability of certain preferential tax treatments. The Sohu Group’s legal structure and scope of operations in China could be subject to restrictions, which could result in limits on its ability to conduct business in the PRC. The Sohu Group’s sales, purchase and expense transactions are generally denominated in RMB and a significant portion of its assets and liabilities are denominated in RMB. The RMB is not freely convertible into foreign currencies. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB by its subsidiaries in China may require certain supporting documentation in order to effect the remittance. |
Contingent Consideration
Contingent Consideration | 9 Months Ended |
Sep. 30, 2015 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 8. Contingent Consideration ChangyouÂ’s acquisition of Doyo included a contingent consideration arrangement that requires additional consideration to be paid by Changyou based on the achievement of specified performance milestones by Doyo for the fiscal years 2013 through 2015. The fair value of the contingent consideration was recognized on the acquisition date using the income approach /discounted cash flow method with a scenario analysis applied. There were no indemnification assets involved. In March 2015, as DoyoÂ’s performance had exceeded the relevant performance milestone, Changyou re-classified such contingent consideration to other short-term liabilities in the amount of $6.0 million in the consolidated balance sheet. In September 2015, Changyou entered into an agreement to sell all of the equity interests of Doyo. The aggregate consideration under the agreement includes cash consideration of approximately $2.9 million, and forgiveness, effective upon the completion of the sale, of the $6.0 million contingent consideration payable. As of the date of this report, this sale has been completed and Changyou has received most of the cash consideration. |
VIEs
VIEs | 9 Months Ended |
Sep. 30, 2015 | |
VIEs [Abstract] | |
VIEs | 9. VIEs Background PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Sohu Group is engaged or could be deemed to be engaged. Consequently, the Sohu Group conducts certain of its operations and businesses in the PRC through its VIEs. The Sohu Group consolidates in its consolidated financial statements all of the VIEs of which the Group is the primary beneficiary. VIEs Consolidated within the Sohu Group The Sohu Group adopted the guidance of accounting for VIEs, which requires VIEs to be consolidated by the primary beneficiary of the entity. Management made evaluations of the relationships between the Sohu Group and its VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of contractual arrangements with its consolidated VIEs, the Sohu Group controls the shareholders’ voting interests in those VIEs. As a result of such evaluation, the management concluded that the Sohu Group is the primary beneficiary of the VIEs which the Group consolidates. All of the consolidated VIEs are incorporated and operated in the PRC, and the Group’s principal VIEs are directly or indirectly owned by Dr. Charles Zhang, the Sohu Group’s Chairman and Chief Executive Officer, or other executive officers and employees of the Sohu Group identified below. Capital for the consolidated VIEs was funded by the Sohu Group through loans provided to Dr. Charles Zhang and other executive officers and employees, and was initially recorded as loans to related parties. These loans are eliminated for accounting purposes against the capital of the VIEs upon consolidation. Under contractual agreements with the Sohu Group, Dr. Charles Zhang and those other executive officers and employees of the Sohu Group who are shareholders of the consolidated VIEs are required to transfer their ownership in these entities to the Group, if permitted by PRC laws and regulations, or, if not so permitted, to designees of the Group at any time as requested by the Group to repay the loans outstanding. All voting rights of the consolidated VIEs are assigned to the Sohu Group, and the Group has the right to designate all directors and senior management personnel of the consolidated VIEs, and also has the obligation to absorb losses of the consolidated VIEs. Dr. Charles Zhang and those other executive officers and employees of the Sohu Group who are shareholders of the consolidated VIEs have pledged their shares in the consolidated VIEs as collateral for the loans. As of September 30, 2015, the aggregate amount of these loans was $12.6 million. Under its contractual arrangements with the consolidated VIEs, the Sohu Group has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore, the Group considers that there is no asset of a consolidated VIE that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves of the VIEs. As of September 30, 2015, the registered capital and PRC statutory reserves of the consolidated VIEs totaled $78.6 million. As all of the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the consolidated VIEs do not have recourse to the general credit of the Sohu Group for any of the liabilities of the consolidated VIEs. Currently there is no contractual arrangement that could require the Sohu Group to provide additional financial support to the consolidated VIEs. As the Sohu Group is conducting certain business in the PRC mainly through the consolidated VIEs, the Group may provide such support on a discretionary basis in the future, which could expose the Group to a loss. The Sohu Group classified the consolidated VIEs within the Sohu Group as principal VIEs or immaterial VIEs based on certain criteria, such as the VIEs’ total assets or revenues. The following is a summary of the principal VIEs within the Sohu Group: Basic Information for Principal VIEs For Sohu’s Business • High Century Beijing Century High Tech Investment Co., Ltd. (“High Century”) was incorporated in 2001. As of September 30, 2015, the registered capital of High Century was $4.6 million and Dr. Charles Zhang and Wei Li held 80% and 20% interests, respectively, in this entity. • Sohu Internet Sohu Internet was incorporated in 2003. As of September 30, 2015, the registered capital of Sohu Internet was $1.6 million and High Century and Heng Da Yi Tong held 75% and 25% interests, respectively, in this entity. • Donglin Beijing Sohu Donglin Advertising Co., Ltd. (“Donglin”) was incorporated in 2010. In the second quarter of 2015, High Century transferred its 50% equity interest in Donglin to Sohu Internet. As of September 30, 2015, the registered capital of Donglin was $1.5 million and Sohu Internet held a 100% interest in this entity. • Heng Da Yi Tong Beijing Heng Da Yi Tong Information Technology Co., Ltd. (“Heng Da Yi Tong”) was incorporated in 2002. As of September 30, 2015, the registered capital of Heng Da Yi Tong was $1.2 million and Dr. Charles Zhang and Wei Li held 80% and 20% interests, respectively, in this entity. • Focus Interactive Beijing Focus Interactive Information Service Co., Ltd. (“Focus Interactive”) was incorporated in July 2014. In the second quarter of 2015, High Century transferred its 100% equity interest in Focus Interactive to Heng Da Yi Tong. As of September 30, 2015, the registered capital of Focus Interactive was $1.6 million and Heng Da Yi Tong held 100% of the equity interests in this entity. • Tianjin Jinhu Tianjin Jinhu Culture Development Co., Ltd. (“Tianjin Jinhu”) was incorporated in 2011. As of September 30, 2015, the registered capital of Tianjin Jinhu was $0.5 million and Ye Deng and Xuemei Zhang each held a 50% interest in this entity. • Guangzhou Qianjun Guangzhou Qianjun was incorporated in October 2014. As of September 30, 2015, the registered capital of Guangzhou Qianjun was $3.3 million and Tianjin Jinhu held a 100% interest in this entity. For Sogou’s Business • Sogou Information Sogou Information was incorporated in 2005. As of September 30, 2015, the registered capital of Sogou Information was $2.5 million and Xiaochuan Wang, Sogou’s Chief Executive Officer, High Century and Tencent held 10%, 45% and 45% interests, respectively, in this entity. For Changyou’s Business • Gamease Gamease was incorporated in 2007. In the second quarter of 2015, Changyou completed the transfer of the equity interests in Gamease held by Tao Wang, the former Chief Executive Officer of Changyou, and Dewen Chen, the current Co-Chief Executive Officer of Changyou, to High Century. As of September 30, 2015, the registered capital of Gamease was $1.3 million and High Century held a 100% interest in this entity. • Changyou Star Beijing Changyou Star Digital Technology Co., Ltd. (“Changyou Star”) was incorporated in 2015. As of September 30, 2015, the registered capital of Changyou Star was $0.2 million and Dewen Chen and Jie Liu each held a 50% interest in this entity. • Guanyou Gamespace Beijing Guanyou Gamespace Digital Technology Co., Ltd. (“Guanyou Gamespace”) was incorporated in 2010. In July 2015, Tao Wang and Dewen Chen transferred their equity interests in Guanyou Gamespace to Gamease, and in the same month Gamease transferred its equity interests in Guanyou Gamespace to Changyou Star. As of September 30, 2015, the registered capital of Guanyou Gamespace was $1.5 million and Changyou Star held a 100% interest in this entity. • Shanghai ICE Shanghai ICE Information Technology Co., Ltd. (“Shanghai ICE”) was acquired by Changyou in 2010. As of September 30, 2015, the registered capital of Shanghai ICE was $1.2 million and Runa Pi and Rong Qi each held a 50% interest in this entity. • Wuhan Baina Information Baina (Wuhan) Information Technology Co., Ltd. (“Wuhan Baina Information”) was acquired by Gamease in July 2014. As of September 30, 2015, the registered capital of Wuhan Baina Information was $3.0 million and Gamease and Yongzhi Yang, the chief executive officer of MoboTap, held 60% and 40% interests, respectively, in this entity. Financial Information The following financial information of the Sohu Group’s consolidated VIEs is included in the accompanying consolidated financial statements (in thousands): As of December 31, September 30, ASSETS: Cash and cash equivalents $ 39,534 $ 113,988 Restricted time deposit 294 283 Accounts receivable, net 129,881 159,027 Prepaid and other current assets 23,827 47,981 Held-for-sale assets 0 10,080 Intercompany receivables due from the Company’s subsidiaries 176,902 152,825 Total current assets 370,438 484,184 Fixed assets, net 12,597 8,318 Goodwill 154,774 36,738 Long-term investments, net 7,348 15,854 Intangible assets, net 39,726 21,585 Other non-current assets 71,767 68,337 Total assets $ 656,650 $ 635,016 LIABILITIES: Accounts payable $ 3,495 $ 33,095 Accrued liabilities 78,051 75,198 Receipts in advance and deferred revenue 53,641 48,028 Held-for-sale liabilities 0 1,251 Other current liabilities 53,564 139,770 Intercompany payables due to the Company’s subsidiaries 259,009 196,052 Total current liabilities 447,760 493,394 Other long-term liabilities 25,262 23,503 Total liabilities $ 473,022 $ 516,897 Three months ended Nine months ended 2014 2015 2014 2015 Net revenue $ 262,280 $ 309,866 $ 767,529 $ 926,460 Net loss $ (16,862 ) $ (45,863 ) $ (105,385 ) $ (63,402 ) For the table below, consolidated VIEs under the Sohu segment and the Sogou segment are classified as Sohu’s VIEs, and consolidated VIEs under the Changyou segment are classified as Changyou’s VIEs. Cash flows of Sohu’s VIEs Nine months ended 2014 2015 Net cash provided by operating activities $ 15,751 $ 17,450 Net cash used in investing activities (2,795 ) (11,182 ) Net cash provided by financing activities $ 0 $ 2,286 Cash flows of Changyou’s VIEs Nine months ended 2014 2015 Net cash provided by /(used in) operating activities $ 16,970 $ (34,119 ) Net cash provided by /(used in) investing activities (112,013 ) 17,389 Net cash used in financing activities $ (793 ) $ 0 Summary of Significant Agreements Currently in Effect Agreements Between Consolidated VIEs and Nominee Shareholders Loan and share pledge agreement Loan and share pledge agreement Loan and share pledge agreements Exclusive equity interest purchase right agreements Business operation agreement Powers of Attorney Loan agreements and equity pledge agreements Equity interest purchase right agreements Business operation agreement Powers of Attorney Loan agreements and equity pledge agreements Equity interest purchase right agreements Powers of attorney Business operation agreements Call option agreement Share pledge agreement Business operation agreement Share pledge agreement Call option agreement Assignment agreement Business Arrangements Between Subsidiaries and Consolidated VIEs Exclusive technology consulting and service agreement Business cooperation agreement Exclusive technology consulting and service agreement Exclusive technology consulting and service agreement Technology support and utilization agreements Services and maintenance agreements Exclusive business cooperation agreement Exclusive technology consulting and services agreement Exclusive Services agreement Certain of the contractual arrangements described above between the VIEs and the related wholly-owned subsidiaries of the Sohu Group are silent regarding renewals. However, because the VIEs are controlled by the Sohu Group through powers of attorney granted to the Sohu Group by the shareholders of the VIEs, the contractual arrangements can be, and are expected to be, renewed at the subsidiaries’ election. VIE-Related Risks It is possible that the Sohu Group’s operation of certain of its operations and businesses through VIEs could be found by PRC authorities to be in violation of PRC law and regulations prohibiting or restricting foreign ownership of companies that engage in such operations and businesses. While the Sohu Group’s management considers the possibility of such a finding by PRC regulatory authorities under current law and regulations to be remote, on January 19, 2015, the Ministry of Commerce of the PRC, or (the “MOFCOM”) released on its Website for public comment a proposed PRC law (the “Draft FIE Law”) that appears to include VIEs within the scope of entities that could be considered to be foreign invested enterprises (or “FIEs”) that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of “actual control” for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of “actual control.” If the Draft FIE Law is passed by the People’s Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to reach the Sohu Group’s VIE arrangements, and as a result the Sohu Group’s VIEs could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of foreign invested enterprises entities where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken against existing VIEs that operate in restricted or prohibited industries and are not controlled by entities organized under PRC law or individuals who are PRC citizens. If a finding were made by PRC authorities, under existing law and regulations or under the Draft FIE Law if it becomes effective, that the Sohu Group’s operation of certain of its operations and businesses through VIEs is prohibited, regulatory authorities with jurisdiction over the licensing and operation of such operations and businesses would have broad discretion in dealing with such a violation, including levying fines, confiscating the Sohu Group’s income, revoking the business or operating licenses of the affected businesses, requiring the Sohu Group to restructure its ownership structure or operations, or requiring the Sohu Group to discontinue all or any portion of its operations. Any of these actions could cause significant disruption to the Sohu Group’s business operations, and have a severe adverse impact on the Sohu Group’s cash flows, financial position and operating performance. In addition, it is possible that the contracts among the Sohu Group, the Sohu Group’s VIEs and shareholders of its VIEs would not be enforceable in China if PRC government authorities or courts were to find that such contracts contravene PRC law and regulations or are otherwise not enforceable for public policy reasons. In the event that the Sohu Group was unable to enforce these contractual arrangements, the Sohu Group would not be able to exert effective control over the affected VIEs. Consequently, such VIE’s results of operations, assets and liabilities would not be included in the Sohu Group’s consolidated financial statements. If such were the case, the Sohu Group’s cash flows, financial position and operating performance would be severely adversely affected. The Sohu Group’s contractual arrangements with respect to its consolidated VIEs are in place. The Sohu Group’s management believes that such contracts are enforceable, and considers the possibility remote that PRC regulatory authorities with jurisdiction over the Sohu Group’s operations and contractual relationships would find the contracts to be unenforceable. The Sohu Group’s operations and businesses rely on the operations and businesses of its VIEs, which hold certain recognized and unrecognized revenue-producing assets. The recognized revenue-producing assets include goodwill and intangible assets acquired through business acquisitions. Goodwill primarily represents the expected synergies from combining an acquired business with the Sohu Group. Intangible assets acquired through business acquisitions mainly consist of customer relationships, non-compete agreements, user bases, copyrights, trademarks and developed technologies. Unrecognized revenue-producing assets mainly consist of licenses and intellectual property. Licenses include operations licenses, such as Internet information service licenses and licenses for providing content. Intellectual property developed by the Sohu Group mainly consists of patents, copyrights, trademarks, and domain names. The Sohu Group’s operations and businesses may be adversely impacted if the Sohu Group loses the ability to use and enjoy assets held by these VIEs. VIEs Not Consolidated within the Sohu Group As of September 30, 2015, the Group had two VIEs which were not consolidated within the Sohu Group. Since the Sohu Group neither has the power to direct these VIEs’ activities that will significantly impact their economic performance nor has the obligation to absorb losses of, or the right to receive benefits from, these VIEs that could potentially be significant to these VIEs, the Group is not the primary beneficiary and, accordingly, the Group recognizes the investments under the equity method or the cost method according to the share percentage the Group holds. In assessing the maximum exposure to a loss on the investments compared to the cost of its investment, the Sohu Group determined that it did not have further obligations exceeding the cost of the investments and that there were no terms of the investment arrangements that could require the Sohu Group to provide further financial support to the VIEs. |
Sohu.com Inc. Shareholders' Equ
Sohu.com Inc. Shareholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Sohu.com Inc. Shareholders' Equity [Abstract] | |
Sohu.com Inc. Shareholders' Equity | 10. Sohu.com Inc. Shareholders’ Equity Takeover Defense Sohu intends to adopt appropriate defensive measures in the future on a case by case basis as and to the extent that Sohu’s Board of Directors determines that such measures are necessary or advisable to protect Sohu stockholder value in the face of any coercive takeover threats or to prevent an acquirer from gaining control of Sohu without offering fair and adequate price and terms. Treasury Stock Treasury stock consists of shares repurchased by Sohu.com Inc. that are no longer outstanding and are held by Sohu.com Inc. Treasury stock is accounted for under the cost method. For the three and nine months ended September 30, 2015 and 2014, the Company did not repurchase any shares of its common stock. Stock Incentive Plan Sohu (excluding Sohu Video), Sogou, Changyou, and Sohu Video have incentive plans, and prior to June 28, 2013 7Road had an incentive plan, for the granting of share-based awards, including common stock or ordinary shares, share options, restricted shares and restricted share units, to their directors, management and other key employees. 1) Sohu.com Inc. Share-based Awards Sohu’s 2000 Stock Incentive Plan Sohu’s 2000 Stock Incentive Plan (the “Sohu 2000 Stock Incentive Plan”) provided for the issuance of up to 9,500,000 shares of common stock, including those issued pursuant to the exercise of share options and upon vesting and settlement of restricted share units. Most of these awards vest over a period of four years. The maximum term of any issued stock right under the Sohu 2000 Stock Incentive Plan is ten years from the grant date. The Sohu 2000 Stock Incentive Plan expired on January 24, 2010. As of the expiration date, 9,128,724 shares of common stock had been issued or were subject to issuance upon the vesting and exercise of share options or the vesting and settlement of restricted share units granted under the plan. A new plan (the “Sohu 2010 Stock Incentive Plan”) was adopted by Sohu’s shareholders on July 2, 2010. For the three and nine months ended September 30, 2015, there was no share-based compensation expense recognized for awards under the Sohu 2000 Stock Incentive Plan, as these awards were fully vested in 2014. For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for awards under the Sohu 2000 Stock Incentive Plan was nil and $1.4 million, respectively. i) Summary of share option activity A summary of share option activity under the Sohu 2000 Stock Incentive Plan as of and for the nine months ended September 30, 2015 is presented below: Options Number Of Weighted Average Weighted Average Aggregate Intrinsic Outstanding at January 1, 2015 110 $ 19.20 0.41 $ 3,737 Exercised (110 ) 19.20 Forfeited or expired 0 Outstanding at September 30, 2015 0 0 0 0 Vested at September 30, 2015 0 0 0 0 Exercisable at September 30, 2015 0 0 0 0 Note (1): The aggregate intrinsic value in the preceding table represents the difference between Sohu’s closing stock price of $41.3 on September 30, 2015 and the exercise price of share options. The total intrinsic value of share options exercised for the nine months ended September 30, 2015 was $4.5 million. No options have been granted under Sohu’s 2000 Stock Incentive Plan since 2006. For the three and nine months ended September 30, 2014 and 2015, no compensation expense was recognized for share options because the requisite service periods for all outstanding share options had been completed by the end of 2009. For the three and nine months ended September 30, 2015, total cash received from the exercise of share options amounted to $0.1 million and $2.1 million, respectively. For the three and nine months ended September 30, 2014, total cash received from the exercise of share options amounted to $0.1 million and $0.5 million, respectively. ii) Summary of restricted share unit activity For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for restricted share units was nil and $1.4 million, respectively. The total fair value on their respective vesting dates of restricted share units that vested during the three and nine months ended September 30, 2014 was nil and $9.3 million, respectively. In 2015, there was no share-based compensation expense recognized for the restricted shares units under the Sohu 2000 Stock Incentive Plan, as these awards were fully vested in the first quarter of 2014. Sohu’s 2010 Stock Incentive Plan On July 2, 2010, the Company’s shareholders adopted the Sohu 2010 Stock Incentive Plan, which provides for the issuance of up to 1,500,000 shares of common stock, including shares issued pursuant to the vesting and settlement of restricted share units and pursuant to the exercise of share options. The maximum term of any stock right granted under the Sohu 2010 Stock Incentive Plan is ten years from the grant date. The Sohu 2010 Stock Incentive Plan will expire on July 1, 2020. As of September 30, 2015, 254,794 shares were available for grant under the Sohu 2010 Stock Incentive Plan. i) Summary of share option activity On February 7, 2015, the Company’s Board of Directors approved contractual grants of options for the purchase of an aggregate of 1,068,000 shares of common stock to the Company’s management and key employees with nominal exercise prices of $0.001. These awards are expected to vest and become exercisable in four equal installments over a period of four years, with each installment vesting upon satisfaction of a service period requirement and certain subjective performance targets. Because the grant date had not been established as of September 30, 2015, compensation expense was accrued beginning on the service inception date and will be re-measured based on the then-current fair value of the awards on each subsequent reporting date until the grant date is established. To determine the fair value of these share options, the public market price of the underlying shares at each reporting date was used and a binomial valuation model was applied. For the three and nine months ended September 30, 2015, total share-based compensation expense recognized for these share options was $1.7 million and $ 13.3 million, respectively. ii) Summary of restricted share unit activity A summary of restricted share unit activity under the Sohu 2010 Stock Incentive Plan as of and for the nine months ended September 30, 2015 is presented below: Restricted Share Units Number of Weighted-Average Unvested at January 1, 2015 67 $ 78.16 Granted 17 53.71 Vested (11 ) 58.04 Forfeited (15 ) 83.80 Unvested at September 30, 2015 58 73.57 Expected to vest thereafter 44 72.81 For the three and nine months ended September 30, 2015, total share-based compensation expense recognized for restricted share units was $0.6 million and $1.8 million, respectively. For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for restricted share units was $1.3 million and $3.8 million, respectively. As of September 30, 2015, there was $1.7 million of unrecognized compensation expense related to unvested restricted share units. The expense is expected to be recognized over a weighted average period of 0.91 years. The total fair value on their respective vesting dates of restricted share units that vested during the three and nine months ended September 30, 2015 was $0.3 million and $0.7 million, respectively. The total fair value on their respective vesting dates of restricted share units that vested during both the three months and the nine months ended September 30, 2014 was $0.2 million. 2) Sogou Inc. Share-based Awards Sogou 2010 Share Incentive Plan Sogou adopted a share incentive plan on October 20, 2010. The number of Sogou ordinary shares issuable under the plan was 41,500,000 after an amendment that was effective August 22, 2014 (as amended, the “Sogou 2010 Share Incentive Plan”). Awards of share rights may be granted under the Sogou 2010 Share Incentive Plan to management and employees of Sogou and of any present or future parents or subsidiaries or variable interest entities of Sogou. The maximum term of any share right granted under the Sogou 2010 Share Incentive Plan is ten years from the grant date. The Sogou 2010 Share Incentive Plan will expire on October 19, 2020. As of September 30, 2015, Sogou had granted options for the purchase of 33,309,513 ordinary shares under the 2010 Sogou Share Incentive Plan. Of the granted options for the purchase of 33,309,513 shares, options for the purchase of 24,869,513 shares will become vested and exercisable in four equal installments, with each installment vesting upon a service period requirement for management and key employees being met, as well as Sogou’s achievement of performance targets for the corresponding period. The performance target for each installment will be set at the beginning of each vesting period. Accordingly, for purposes of recognition of share-based compensation expense, each installment is considered to be granted as of that date. As of September 30, 2015, performance targets had been set for options for the purchase of 23,135,637 shares, subject to vesting upon service period requirements for management and key employees being met and Sogou’s achievement of performance targets and, accordingly, such options were considered granted for purposes of recognition of share-based compensation expense. As of September 30, 2015, options for the purchase of 21,274,249 shares had become vested and exercisable because both the service period and the performance requirements had been met, and of such vested options, options for the purchase of 18,984,555 shares had been exercised. Of the granted share options, options for the purchase of 8,440,000 shares will become vested and exercisable in four or five equal installments, with (i) the first installment vesting upon Sogou’s completion of an IPO of its ordinary shares (“Sogou’s IPO”) and the expiration of all underwriters’ lockup periods applicable to Sogou’s IPO, and (ii) each of the three or four subsequent installments vesting on the first, second, third and, if applicable, fourth anniversary dates, respectively, of the closing of Sogou’s IPO. The completion of an IPO is considered to be a performance condition of the awards. An IPO is not considered to be probable until it is completed. Under ASC 718 On June 15, 2013, Sogou granted options for the purchase of 3,960,000 ordinary shares, which would have vested and become exercisable in four equal installments, with (i) the first installment vesting upon the first anniversary of the occurrence of either (each, an “Event”): (a) completion of Sogou’s IPO or (b) the consolidation of Sogou with or the acquisition of Sogou by another person or entity in a sale of all or substantially all of Sogou’s assets or shares, and (ii) each of the three subsequent installments vesting on the second, third and fourth anniversaries, respectively, of the occurrence of an Event. However, if there was no Event by June 15, 2015, all installments of the options would cease to vest and be cancelled. As there had not been an Event as of June 15, 2015, all of the options ceased to vest and were cancelled. A summary of share option activity under the Sogou 2010 Stock Incentive Plan as of and for the nine months ended September 30, 2015 is presented below: Options Number Of Weighted Average Weighted Average Outstanding at January 1, 2015 19,117 $ 0.236 Granted 1,509 0.001 Exercised (3,692 ) 0.001 Forfeited or expired (4,343 ) 0.001 Outstanding at September 30, 2015 12,591 0.358 7.32 Vested at September 30, 2015 and expected to vest thereafter 3,827 Exercisable at September 30, 2015 2,290 For the three and nine months ended September 30, 2015, total share-based compensation expense recognized for share options under the Sogou 2010 Share Incentive Plan was negative $0.4 million and $3.5 million, respectively. For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for share options under the Sogou 2010 Share Incentive Plan was $9.8 million and $10.7 million, respectively. The negative $0.4 million resulted from Sogou’s true-up of share-based compensation expense for share options forfeited during the third quarter of 2015. As of September 30, 2015, there was $4.5 million of unrecognized compensation expense related to the unvested share options. The expense is expected to be recognized over a weighted average period of 0.33 years. The fair value of the ordinary shares of Sogou was assessed using the income approach /discounted cash flow method, with a discount for lack of marketability, given that the shares underlying the award were not publicly traded at the time of grant, and was determined with the assistance of a qualified professional appraiser using management’s estimates and assumptions. This assessment required complex and subjective judgments regarding Sogou’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. The fair value of the options granted to Sogou management and key employees was estimated on the date of grant using the Binomial option – pricing model (the “BP Model”) with the following assumptions used: Granted to Employees 2015 Average risk-free interest rate 2.48%~2.77% Exercise multiple 2~3 Expected forfeiture rate (post-vesting) 1%~12% Weighted average expected option life 8 Volatility rate 47%~51% Dividend yield 0% Fair value 3.58 Sogou estimated the risk-free rate based on the market yields of U.S. Treasury securities with an estimated country-risk differential as of the valuation date. An exercise multiple was estimated as the ratio of the fair value of the shares over the exercise price as of the time the option is exercised, based on consideration of research studies regarding exercise patterns based on historical statistical data. In Sogou’s valuation analysis, a multiple of two was applied for employees and a multiple of three was applied for management. Sogou estimated the forfeiture rate to be 1% for Sogou management’s share options granted as of September 30, 2015 and 12% for Sogou employees’ share options granted as of September 30, 2015. The life of the share options is the contract life of the option. Based on the option agreement, the contract life of the option is 10 years. The expected volatility at the valuation date was estimated based on the historical volatility of comparable companies for the period before the grant date with length commensurate with the expected term of the options. Sogou has no history or expectation of paying dividends on its ordinary shares. Accordingly, the dividend yield is estimated to be 0%. Sohu Management Sogou Share Option Arrangement Under an arrangement providing for Sogou share-based awards to be available for grants to members of Sohu’s Board of Directors, management and other key employees (“Sohu Management Sogou Share Option Arrangement”), which was approved by the boards of directors of Sohu and Sogou in March 2011, Sohu has the right to provide to members of Sohu’ Board of Directors, management and other key employees the opportunity to purchase from Sohu up to 12,000,000 ordinary shares of Sogou at a fixed exercise price of $0.625 or $0.001 per share. Of these 12,000,000 ordinary shares, 8,800,000 are Sogou ordinary shares previously held by Sohu and 3,200,000 are Sogou ordinary shares that were newly-issued on April 14, 2011 by Sogou to Sohu at a price of $0.625 per share, or a total of $2.0 million. As of September 30, 2015, Sohu had granted options for the purchase of 10,724,500 Sogou ordinary shares to members of Sohu’ Board of Directors, management and other key employees under the Sohu Management Sogou Share Option Arrangement. Of the granted options for the purchase of 10,724,500 shares, options for the purchase of 8,309,500 shares will become vested and exercisable in four equal installments, with each installment vesting upon a service period requirement for Sohu’s management and key employees being met, as well as Sogou’s achievement of performance targets for the corresponding period. Options for the purchase of 15,000 shares granted to members of Sohu’ Board of Directors will become vested and exercisable upon a service period requirement being met. The performance target for each installment will be set at the beginning of each vesting period. Accordingly, for purposes of recognition of share-based compensation expense, each installment is considered to be granted as of that date. As of September 30, 2015, performance targets had been set for options for the purchase of 8,154,500 shares vesting upon service period requirements for Sohu’s management and key employees being met and Sogou’s achievement of performance targets and, accordingly, such share options were considered granted. As of September 30, 2015, options for the purchase of 8,064,740 shares had become vested and exercisable because both the service period and the performance requirements had been met, and vested options for the purchase of 6,979,700 shares had been exercised. The remaining options for the purchase of 2,400,000 shares will become vested and exercisable in five equal installments, with (i) the first installment vesting upon Sogou’s IPO and the expiration of all underwriters’ lockup periods applicable to the IPO, and (ii) each of the four subsequent installments vesting on the first, second, third and fourth anniversary dates, respectively, of the closing of Sogou’s IPO. All installments of the options for the purchase of 2,400,000 shares that are subject to vesting upon the completion of Sogou’s IPO were considered granted upon the issuance of the options. The completion of a firm commitment IPO is considered to be a performance condition of the awards. An IPO event is not considered to be probable until it is completed. Under ASC 718 A summary of share option activity as of and for the nine months ended September 30, 2015 is presented below: Options Number Of Weighted Average Weighted Average Outstanding at January 1, 2015 4,165 $ 0.625 Granted 15 0.001 Exercised (584 ) 0.625 Forfeited or expired (6 ) 0.625 Outstanding at September 30, 2015 3,590 0.622 6.90 Vested at September 30, 2015 and expected to vest thereafter 1,085 Exercisable at September 30, 2015 1,085 For the three months and the nine months ended September 30, 2015, total share-based compensation expense recognized for share options under the Sohu Management Sogou Share Option Arrangement was nil and $0.7 million, respectively. For the three months and the nine months ended September 30, 2014, total share-based compensation expense recognized for share options under the Sohu Management Sogou Share Option Arrangement was $2.3 million and $3.6 million, respectively. As of September 30, 2015, there was no unrecognized compensation expense related to unvested Sogou share options. The method used to determine the fair value of share options granted to members of Sohu’s Board of Directors and to Sohu’s executive officers and other employees was the same as the method used for the share options granted to Sogou’s management and key employees as described above, except for the assumptions used in the BP Model as presented below: Granted to Employees 2015 Average risk-free interest rate 3.01 % Exercise multiple 3 Expected forfeiture rate (post-vesting) 0 % Weighted average expected option life 10 Volatility rate 53 % Dividend yield 0 % Fair value 7.03 Option Modification In the first and second quarter of 2013, a portion of the share options granted under the Sogou 2010 Share Incentive Plan and the Sohu Management Sogou Share Option Arrangement were exercised early, and the resulting Sogou ordinary shares were transferred to trusts with the original option grantees as beneficiaries. The trusts will distribute the shares to those beneficiaries in installments based on the vesting requirements under the original option agreements. Although these trust arrangements caused a modification of the terms of these share options, the modification was not considered substantive. Accordingly, no incremental fair value related to these shares resulted from the modification, and the remaining share-based compensation expense for these shares will continue to be recognized over the original remaining vesting period. As of September 30, 2015, options for the purchase of 11,660,200 shares granted under the Sogou 2010 Share Incentive Plan and options for the purchase of 40,800 shares granted under the Sohu Management Sogou Share Option Arrangement, or options for the purchase of a total of 11,701,000 shares, had been exercised early but had not been distributed to the beneficiaries of the trusts. All of the early-exercised shares that were distributed to those beneficiaries by the trusts in accordance with the vesting requirements under the original option agreements have been included in the disclosures under the headings “ Sogou 2010 Share Incentive Plan Share-based Awards to Sohu Management Tencent Share-based Awards Granted to Employees Who Transferred to Sogou with Soso Search-related Businesses Certain persons who became Sogou employees when Tencent’s Soso search-related businesses were transferred to Sogou on September 16, 2013 had been granted restricted share units under Tencent’s share award arrangements prior to the transfer of the businesses to Sogou. These Tencent restricted share units will continue to vest under the original Tencent share award arrangements provided the transferred employees continue to be employed by Sogou during the requisite service period. After the transfer of the Soso search-related businesses to Sogou, Sogou applied the guidance in ASC 505-50 As of September 30, 2015, unvested Tencent restricted share unit awards held by these employees provided for the issuance of up to 169,550 ordinary shares of Tencent, taking into consideration a five-for-one split of Tencent’s shares that became effective in May 2014. Share-based compensation expense of negative $0.9 million and $1.5 million related to these Tencent restricted share units was recognized in the Group’s consolidated statements of comprehensive income for the three and nine months ended September 30, 2015. The negative $0.9 million resulted from Sogou’s true-up of share-based compensation expense for forfeited restricted share units and re-measurement of share-based compensation expense based on the then-current fair value of the awards on September 30, 2015. As of September 30, 2015, there was $1.0 million of unrecognized compensation expense related to these unvested restricted share units. This amount is expected to be recognized over a weighted average period of 2.21 years. 3) Changyou.com Limited Share-based Awards Changyou’s 2008 Share Incentive Plan Changyou’s 2008 Share Incentive Plan (the “Changyou 2008 Share Incentive Plan”) originally provided for the issuance of up to 2,000,000 ordinary shares, including ordinary shares issued pursuant to the exercise of share options and upon vesting and settlement of restricted share units. The 2,000,000 reserved shares became 20,000,000 ordinary shares in March 2009 when Changyou effected a ten-for-one share split of its ordinary shares. Most of the awards granted under the Changyou 2008 Share Incentive Plan vest over a period of four years. The maximum term of any share right granted under the Changyou 2008 Share Incentive Plan is ten years from the grant date. The Changyou 2008 Share Incentive Plan will expire in August 2018. Through September 30, 2015, Changyou had granted under the Changyou 2008 Share Incentive Plan 15,000,000 ordinary shares to its former chief executive officer Tao Wang, through Prominence Investments Ltd., which is an entity that may be deemed under applicable rules of the Securities and Exchange Commission to be beneficially owned by Tao Wang. As of September 30, 2015, Changyou had also granted under the Changyou 2008 Share Incentive Plan restricted share units, settleable upon vesting by the issuance of an aggregate of 4,614,098 ordinary shares, to certain members of its management other than Tao Wang, and certain other Changyou employees. For both the three and the nine months ended September 30, 2015, total share-based compensation expense recognized for awards under the Changyou 2008 Share Incentive Plan was negative $0.3 million. The negative amount resulted from Changyou’s reversal of share-based compensation expense for restricted share units that were cancelled due to termination of employment prior to vesting. For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for awards under the Changyou 2008 Share Incentive Plan was $0.5 million and $1.2 million, respectively. i) Share-based Awards granted before Changyou’s IPO All of the restricted ordinary shares and restricted share units granted before Changyou’s IPO became vested in 2012 and 2013, respectively. Hence there was no share-based compensation expense recognized with respect to such restricted ordinary shares and restricted share units since their respective vesting dates. ii) Share-based Awards granted after Changyou’s IPO Through September 30, 2015, in addition to the share-based awards granted before Changyou’s IPO, Changyou had granted restricted share units, settleable upon vesting with the issuance of an aggregate of 1,581,226 ordinary shares, to certain members of its management other than Tao Wang and to certain of its other employees. These restricted share units are subject to vesting over a four-year period commencing on their grant dates. Share-based compensation expense for such restricted share units is recognized on an accelerated basis over the requisite service period. The fair value of restricted share units was determined based on the market price of Changyou’s ADSs on the grant date. A summary of activity for these restricted share units as of and for the nine months ended September 30, 2015 is presented below: Restricted Share Units Number of Units (in thousands) Weighted-Average Unvested at January 1, 2015 220 $ 14.09 Granted 0 Vested (47 ) 14.92 Forfeited (105 ) 14.02 Unvested at September 30, 2015 68 13.64 Expected to vest thereafter 65 13.67 For both the three and the nine months ended September 30, 2015, total share-based compensation expense recognized for the restricted share units described above was negative $0.3 million. The negative amount resulted from Changyou’s reversal of share-based compensation expense for restricted share units that were cancelled due to termination of employment prior to vesting. For the three and nine months ended September 30, 2014, total share-based compensation expense recognized for the restricted share units described above was $0.5 million and $1.2 million, respectively. As of September 30, 2015, there was $0.1 million of unrecognized compensation expense related to the unvested restricted share units. The expense is expected to be recognized over a weighted average period of 0.88 years. The total fair value of these restricted share units vested during the three and nine months ended September 30, 2015 was nil and $0.7 million, respectively. The total fair value of these restricted share units vested during the three and nine months ended September 30, 2014 was nil and $0.44 million, respectively. Changyou 2014 Share Incentive Plan On June 27, 2014, Changyou reserved 2,000,000 of its Class A ordinary shares under the Changyou.com Limited 2014 Share Incentive Plan (the “Changyou 2014 Share Incentive Plan”) for the purpose of making share incentive awards to certain members of its management and key employees. On November 2, 2014, the number of Class A ordinary shares reserved under the Changyou 2014 Share Incentive Plan increased from 2,000,000 to 6,000,000. As of September 30, 2015, 2,404,000 shares were available for grant under the Changyou 2014 Share Incentive Plan. i) Summary of share option activity On November 2, 2014, Changyou approved the contractual grant of an aggregate of 2,416,000 Class A restricted share units to certain members of its management and certain other employees. On February 16, 2015, Changyou’s Board of Directors approved the conversion of 2,400,000 of these Class A restricted share units into options for the purchase of Class A ordinary shares at an exercise price of $0.01. On June 1, 2015, Changyou’s Board of Directors approved the legal grant of options for the purchase of an aggregate of 1,998,000 Class A restricted share units to certain members of its management and certain other employees at an exercise price of $0.01. These options provide for vesting in four equal installments over a period of four years, with each installment vesting upon satisfaction of a service period requirement and the achievement of certain subjective performance targets. The grant date had not been established as of September 30, 2015, because a mutual understanding had not been reached between Changyou and the recipients clarifying the subjective performance requirements. Compensation expense for these options is accrued commencing on the service inception date and is re-measured based on the then-current fair value of the options on each subsequent reporting date until the grant date is established. To determine the fair value of these share options, the public market price of the underlying shares at each reporting date was used and a binomial valuation model was applied. For the three and nine months ended September 30, 2015, share-based compensation expense recognized for these share options under the Changyou 2014 Share Incentive Plan was negative $3.2 million and $7.7 million, respectively. The negative amount resulted from Changyou’s reversal of share-based compensation expense for restricted share units that were cancelled during the third quarter of 2015 due to termination of employment prior to vesting. ii) Summary of restricted share unit activity As of September 30, 2015, Changyou had contractually granted under the 2014 Share Incentive Plan an aggregate of 16,000 Class A restricted share units to an employee. These Class A restricted share units are subject to vesting over a four-year period commencing on their grant dates. The fair values as of the grant dates of the restricted share units were determined based on market price of Changyou’s ADSs on the grant dates. A summary of activity for these restricted share units as of and for the nine months ended September 30, 2015 is presented below: Restricted Share Units Number of Units (in thousands) Weighted-Average Unvested at January 1, 2015 16 $ 12.64 Granted 0 Vested 0 Forfeited (16 ) 12.64 Unvested at September 30, 2015 0 Expected to vest thereafter 0 For both the three and nine months ended September 30, 2015, share-based compensation expense recognized for these restricted share units under the Changyou 2014 Share Incentive Plan was nil and negative $17,000, respectively, due to termination of employment during the second quarter of 2015, prior to vesting. As of September 30, 2015, there was no unrecognized compensation expense for these restricted share units, as all of them had been forfeited. 4) Sohu Video Share-based Awards On January 4, 2012, Sohu Video adopted the Video 2011 Share Incentive Plan, under which 25,000,000 ordinary shares of Sohu Video are reserved for the purpose of making share incentive awards to management and key employees of Sohu Video and to Sohu management. The maximum term of any share incentive award granted under the Video 2011 Share Incentive Plan is ten years from the grant date. The Video 2011 Share Incentive Plan will expire on January 3, 2021. As of September 30, 2015, grants of options for the purchase of 16,368,200 ordinary shares of Sohu Video had been contractually made under the Video 2011 Share Incentive Plan, and options for the purchase of 4,972,800 ordinary shares were vested. For the three months and the nine months ended September 30, 2015, total share-based compensation expense recognized for vested options under the Video 2011 Share Incentive Plan was $99,000 and $199,000, respectively. For the three months and the nine months ended September 30, 2014, total share-based compensation expense recognized for vested options under the Video 2011 Share Incentive Plan was negative $0.1 million and $4.1 million, respectively. The fair value of the options contractually granted to management and key employe |
Changyou Share Repurchase Progr
Changyou Share Repurchase Program | 9 Months Ended |
Sep. 30, 2015 | |
Changyou Share Repurchase Program [Abstract] | |
Changyou Share Repurchase Program | 11. Changyou Share Repurchase Program On July 27, 2013, ChangyouÂ’s Board of Directors authorized a share repurchase program of up to $100 million of the outstanding ADSs of Changyou over a two-year period from July 27, 2013 to July 26, 2015. In the third quarter of 2015, Changyou repurchased 557,600 ADSs, representing 1,115,200 ordinary shares, at an aggregate cost of approximately $13.2 million. As of the July 26, 2015 expiration date of the share repurchase program, Changyou had repurchased under the program an aggregate of 1,364,846 Changyou ADSs, representing 2,729,692 ordinary shares, at an aggregate cost of approximately $35 million. |
Business Transactions
Business Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Business Transactions [Abstract] | |
Business Transactions | 12. Business Transactions Changyou-Related Transactions On August 17, 2015, (i) Changyou’s VIE Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”), a PRC company that is a VIE of Changyou, completed the sale to Shanghai Yong Chong Investment Center LP, a PRC limited partnership, of all of the equity interests in Shenzhen 7Road Technology Co., Ltd., a PRC company primarily engaged in the Web game business, and (ii) Changyou.com (HK) Limited, a Hong Kong company that is a wholly-owned subsidiary of Changyou, completed the sale to Supermax Holdings Group Limited, a British Virgin Islands company, of all of the equity capital of Changyou My Sdn. Bhd, a Malaysia company, and Changyou.com (UK) Company Limited, a United Kingdom company, which are engaged in the online game business in Malaysia and the United Kingdom, respectively. The aggregate consideration for these transactions was $205.0 million in cash. As of September 30, 2015, all the consideration had been paid to Changyou. In connection with these transactions, a disposal gain of $55.1 million was recognized in the Group’s consolidated statements of comprehensive income for the third quarter of 2015. Sogou Transactions On October 22, 2010, Sogou issued and sold 24.0 million, 14.4 million and 38.4 million, respectively, of its newly-issued Series A Preferred Shares to Alibaba Investment Limited, a subsidiary of Alibaba Group Holding Limited (“Alibaba”); China Web; and Photon for $15 million, $9 million, and $24 million, respectively. On June 29, 2012, Sohu purchased Alibaba’s 24.0 million Sogou Series A Preferred Shares for a purchase price of $25.8 million. On September 16, 2013, Sogou entered into a series of agreements with Tencent, Sohu Search and Photon pursuant to which Sogou issued Series B Preferred Shares and Class B Ordinary Shares to Tencent for a net amount of $448 million in cash and Tencent transferred its Soso search-related businesses and certain other assets to Sogou (collectively, the “Sogou-Tencent Transactions”). Also on that date, Sogou entered into Repurchase Option Agreements with Sohu Search and Photon, and a Repurchase/put Option Agreement with China Web, with respect to all of the Series A Preferred Shares of Sogou held by Sohu Search and China Web, and a portion of the Series A Preferred Shares of Sogou held by Photon. Also on that date, Sogou, Sohu Search, Photon, Mr. Xiaochuan Wang, four other members of Sogou’s management (collectively, the “Sohu Parties”) and Tencent entered into a Shareholders Agreement (the “Shareholders Agreement”) under which the parties agreed to vote their Sogou shares in all elections of directors to elect three designees of Sohu Search and two designees of Tencent. On September 17, 2013, Sogou paid a special dividend to the three holders of Series A Preferred Shares of Sogou in the aggregate amount of $300.9 million, of which Sohu Search received $161.2 million, Photon received $43.0 million, and China Web received $96.7 million. On December 2, 2013, Tencent invested $1.5 million in cash in Sogou Information, which is a VIE of Sogou, as additional consideration in connection with the Sogou-Tencent Transactions, in return for a 45% equity interest in Sogou Information. Through a share pledge agreement and an exclusive equity interest purchase right agreement between Tencent and Sogou Technology, and similar agreements between the other two shareholders of Sogou Information, Sogou Technology controls all shareholder voting rights in Sogou Information, has the power to direct the activities of Sogou Information, and is the primary beneficiary of Sogou Information, and Tencent and the other two shareholders of Sogou Information act as Sohu Technology’s nominees. In March 2014, Sogou purchased from China Web, pursuant to the Repurchase/put Option Agreement entered into in September 2013, 14.4 million Series A Preferred Shares of Sogou, for an aggregate purchase price of $47.3 million. In June 2014, Sogou repurchased approximately 4.2 million of its Class A Ordinary Shares from noncontrolling shareholders, a majority of whom were employees of the Group, for an aggregate purchase price of $41.6 million. In September 2015, Sogou purchased from Sohu Search and Photon, pursuant to the Repurchase Option Agreements entered into in September 2013, 24.0 million and 6.4 million Series A Preferred Shares of Sogou, for an aggregate purchase price of $78.8 million and $21.0 million, respectively. After these repurchases, the Sohu Group holds approximately 36% of the outstanding equity capital of Sogou, assuming that all share options under the Sogou 2010 Share Incentive Plan and all share options under the Sohu Management Sogou Share Option Arrangement are granted and exercised and that all of the 4.2 million Class A Ordinary Shares Sogou repurchased in June 2014 were issued to shareholders other than Sohu. Pursuant to the Shareholders Agreement, the Sohu Group holds approximately 52% of the total voting power and control the election of the Board of Directors of Sogou, assuming that Tencent’s non-voting Class B Ordinary Shares are converted to voting shares, and that all share options under the Sogou 2010 Share Incentive Plan and all share options under the Sohu Management Sogou Share Option Arrangement are granted and exercised. As Sohu.com Inc. is the controlling shareholder of Sogou, Sohu.com Inc. consolidates Sogou in the Group’s consolidated financial statements, and recognizes noncontrolling interest reflecting economic interests in Sogou held by shareholders other than Sohu.com Inc. Sohu’s Shareholding in Sogou As of September 30, 2015, Sogou had outstanding a combined total of 330,736,138 ordinary shares and preferred shares held as follows: (i) Sohu: 132,233,550 Class A Ordinary Shares, of which 5,033,550 shares are subject to purchase from Sohu under options held by Sohu management and key employees; (ii) Photon: 32,000,000 Series A Preferred Shares; (iii) Tencent: 6,757,875 Class A Ordinary Shares, 65,431,579 Series B Preferred Shares and 79,368,421 non-voting Class B Ordinary Shares; and (iv) Various employees of Sogou and Sohu: 14,944,713 Class A Ordinary Shares. Because no ordinary shares will be issued with respect to share options granted by Sogou until they are vested and exercised, share options granted by Sogou that have not vested and vested share options that have not yet been exercised are not included as outstanding shares of Sogou and have no impact on the Sohu Group’s basic net income per share. Unvested share options with performance targets achieved and vested share options that have not yet been exercised do, however, have a dilutive impact on the Sohu Group’s dilutive net income per share. See Note 14 – Net Income/(Loss) per Share. Terms of Sogou Preferred Shares In connection with the Sogou-Tencent Transactions, Sogou’s shareholders adopted a Fifth Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association (together, the “Revised Sogou Memorandum and Articles”), which became effective on September 16, 2013. The following is a summary of some of the key terms of the Sogou Series A Preferred Shares and Series B Preferred Shares (collectively, the “Sogou Preferred Shares”) under the Revised Sogou Memorandum and Articles. Dividend Rights Sogou may not declare or pay dividends on its Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) unless the holders of the Sogou Preferred Shares then outstanding first receive a dividend on each outstanding Preferred Share in an amount at least equal to the sum of (i) the dividends that would have been payable to the holder of such Preferred Share if such share had been converted into Ordinary Shares, at the then-applicable conversion rate, immediately prior to the record date for such dividend, and (ii) all accrued and unpaid Accruing Dividends. “Accruing Dividends” are calculated from the date of issuance of the Series A Preferred Shares at the rate per annum of $0.0375 per Series A Preferred Share and from the date of issuance of the Series B Preferred Shares at the rate per annum of $0.411 per Series B Preferred Share. Liquidation Rights In the event of any “Liquidation Event,” such as the liquidation, dissolution or winding up of Sogou, a merger or consolidation of Sogou resulting in a change of control, the sale of substantially all of Sogou’s assets or similar events, the holders of Series B Preferred Shares are entitled to receive an amount per share equal to the greater of (i) $6.847 plus any unpaid Accruing Dividends or (ii) such amount per share as would have been payable if the Series B Preferred Shares had been converted into Ordinary Shares prior the Liquidation Event, and holders of Series A Preferred Shares are entitled to receive, after payment to the holders of the Series B Preferred Shares but before any payment to holders of Ordinary Shares, an amount equal to the greater of (i) 1.3 times their original investment in the Series A Preferred Shares plus all accrued but unpaid Accruing Dividends or (ii) such amount per share as would be payable if the Series A Preferred Shares had been converted into Ordinary Shares immediately prior to the Liquidation Event. Redemption Rights The Sogou Preferred Shares are not redeemable at the option of the holders. Conversion Rights Each Sogou Preferred Share is convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder. Each Sogou Preferred Share is convertible into such number of Class A Ordinary Shares as is determined, in the case of Series A Preferred Shares, by dividing $0.625 by the then-effective conversion price for Series A Preferred Shares, which is initially $0.625, and, in the case of Series B Preferred Shares, by dividing $7.267 by the then-effective conversion price for Series B Preferred Shares, which is initially $7.267. The conversion prices of the Sogou Preferred Shares are subject to adjustment on a weighted average basis upon the issuance of additional equity shares, or securities convertible into equity shares, at a price per share less than $0.625, in the case of Series A Preferred Shares, or less than $7.267, in the case of Series B Preferred Shares, subject to certain customary exceptions, such as shares issued pursuant to the Sogou 2010 Share Incentive Plan. Each Sogou Preferred Share will be automatically converted into Class A Ordinary Shares of Sogou upon the closing of a qualified IPO of Sogou based on the then-effective conversion ratio of such Sogou Preferred Share, which is currently one-for-one for both Series A Preferred Shares and Series B Preferred Shares. Voting Rights Each holder of Sogou Preferred Shares is entitled to cast the number of votes equal to the number of Class A Ordinary Shares into which the Sogou Preferred Shares held by such holder are then convertible. Other Rights The holders of Sogou Preferred Shares have various other rights typical of preferred share investments. Terms of Sogou Class A Ordinary Shares and Class B Ordinary Shares The Class A Ordinary Shares and Class B Ordinary Shares have identical rights, except that Class B Ordinary Shares do not have voting rights unless the holders of at least a majority of the then outstanding Class B Ordinary Shares elect, by written notice to Sogou, to convert them into shares with voting rights. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 13. Noncontrolling Interest The primary majority-owned subsidiaries and VIEs of the Sohu Group which are consolidated in its consolidated financial statements with noncontrolling interest recognized are Sogou and Changyou. Noncontrolling Interest for Sogou Since Sohu.com Inc. controls the election of the Board of Directors of Sogou, Sohu.com Inc. is Sogou’s controlling shareholder. Therefore, Sogou’s financial results have been consolidated with those of Sohu.com Inc. for all periods presented. To reflect the economic interest in Sogou held by shareholders other than Sohu.com Inc. (the “Sogou noncontrolling shareholders”), Sogou’s net income /(loss) attributable to the Sogou noncontrolling shareholders is recorded as noncontrolling interest in the Sohu Group’s consolidated statements of comprehensive income. Sogou’s cumulative results of operations attributable to the Sogou noncontrolling shareholders, along with changes in shareholders’ equity /(deficit) and adjustment for share-based compensation expense in relation to those share-based awards which are unvested and vested but not yet settled and the Sogou noncontrolling shareholders’ investments in Sogou Preferred Shares and Ordinary Shares are accounted for as a noncontrolling interest classified as permanent equity in the Sohu Group’s consolidated balance sheets, as the Sohu Group has the right to reject a redemption requested by the noncontrolling interest. These treatments are based on the terms governing investment, and on the terms of the classes of Sogou shares held, by the noncontrolling shareholders in Sogou. By virtue of these terms, Sogou’s losses have been and will be allocated in the following order: (i) net losses were allocated to holders of Sogou Class A Ordinary Shares and the holder of Sogou Class B Ordinary Shares until their basis in Sogou decreased to zero; (ii) additional net losses were allocated to holders of Sogou Series A Preferred Shares until their basis in Sogou decreased to zero; (iii) additional net losses will be allocated to the holder of Sogou Series B Preferred Shares until its basis in Sogou decreases to zero; and (iv) further net losses will be allocated between Sohu.com Inc. and noncontrolling shareholders based on their shareholding percentage in Sogou. Net income from Sogou has been, and future net income from Sogou will be, allocated in the following order: (i) net income will be allocated between Sohu.com Inc. and noncontrolling shareholders based on their shareholding percentage in Sogou until their basis in Sogou increases to zero; (ii) additional net income will be allocated to the holder of Sogou Series B Preferred Shares to bring its basis back; (iii) additional net income will be allocated to holders of Sogou Series A Preferred Shares to bring their basis back; (iv) further net income will be allocated to holders of Sogou Class A Ordinary Shares and the holder of Sogou Class B Ordinary Shares to bring their basis back; and (v) further net income will be allocated between Sohu.com Inc. and noncontrolling shareholders based on their shareholding percentage in Sogou. Noncontrolling Interest for Changyou As Sohu.com Inc. is Changyou’s controlling shareholder, Changyou’s financial results have been consolidated with those of Sohu.com Inc. for all periods presented. To reflect the economic interest in Changyou held by shareholders other than Sohu.com Inc. (the “Changyou noncontrolling shareholders”), Changyou’s net income /(loss) attributable to the Changyou noncontrolling shareholders is recorded as noncontrolling interest in the Sohu Group’s consolidated statements of comprehensive income, based on their share of the economic interest in Changyou. Changyou’s cumulative results of operations attributable to the Changyou noncontrolling shareholders, along with changes in shareholders’ equity, adjustment for share-based compensation expense in relation to those share-based awards which are unvested and vested but not yet settled and adjustment for changes in Sohu.com Inc.’s ownership in Changyou, are recorded as noncontrolling interest in the Sohu Group’s consolidated balance sheets. Noncontrolling Interest in the Consolidated Balance Sheets As of December 31, 2014 and September 30, 2015, noncontrolling interest in the consolidated balance sheets was $487.2 million and $450.0 million, respectively. As of December 31, (in thousands) September 30, (in thousands) Sogou $ 145,538 $ 96,561 Changyou 341,707 353,435 Total $ 487,245 $ 449,996 Noncontrolling Interest of Sogou As of December 31, 2014 and September 30, 2015, noncontrolling interest of Sogou of $145.5 million and $96.6 million, respectively, was recognized in the Sohu Group’s consolidated balance sheets, representing Sogou’s cumulative results of operations attributable to shareholders other than Sohu.com Inc.; Sogou’s share-based compensation expense; the investments of shareholders other than Sohu.com Inc. in Preferred Shares and Ordinary Shares of Sogou; the repurchase of Sogou Series A Preferred Shares from noncontrolling shareholders in March 2014 and September 2015; and Sogou’s repurchase of Class A Ordinary Shares from noncontrolling shareholders in June 2014. Noncontrolling Interest of Changyou As of December 31, 2014 and September 30, 2015, noncontrolling interest of Changyou of $341.7 million and $353.4 million, respectively, was recognized in the Sohu Group’s consolidated balance sheets, representing a 32% and 31% economic interest, respectively, in Changyou’s net assets held by shareholders other than Sohu.com Inc. and reflecting the reclassification of Changyou’s share-based compensation expense from shareholders’ additional paid-in capital to noncontrolling interest. Noncontrolling Interest in the Consolidated Statements of Comprehensive Income For the three and nine months ended September 30, 2014, net loss attributable to the noncontrolling interest in the consolidated statements of comprehensive income was $4.8 million and $19.1 million, respectively. For the three and nine months ended September 30, 2015, net income attributable to the noncontrolling interest in the consolidated statements of comprehensive income was $42.1 million and $107.3 million, respectively. Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Sogou $ (3,977 ) $ 35,930 $ (12,712 ) $ 74,212 Changyou (783 ) 6,212 (7,191 ) 33,133 Others 0 0 765 0 Total $ (4,760 ) $ 42,142 $ (19,138 ) $ 107,345 Noncontrolling Interest of Sogou For the three months ended September 30, 2014 and 2015, a $4.0 million net loss and $35.9 million net income attributable to the noncontrolling interest of Sogou, respectively, was recognized in the Sohu Group’s consolidated statements of comprehensive income /(loss), representing Sogou’s net income /(loss) attributable to shareholders other than Sohu.com Inc. Noncontrolling Interest of Changyou For the three months ended September 30, 2014 and 2015, a $0.8 million net loss and $6.2 million net income, respectively, attributable to the noncontrolling interest of Changyou, representing a 32% and 31% economic interest, respectively, in Changyou attributable to shareholders other than Sohu.com Inc., was recognized in the Sohu Group’s consolidated statements of comprehensive income. |
Net Income _(Loss) per Share
Net Income /(Loss) per Share | 9 Months Ended |
Sep. 30, 2015 | |
Net Income /(loss) per Share [Abstract] | |
Net Income /(loss) per Share | 14. Net Income /(Loss) per Share Basic net income /(loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income /(loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise or settlement of share-based awards using the treasury stock method. The dilutive effect of share-based awards with performance requirements is not considered before the performance targets are actually met. The computation of diluted net income /(loss) per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net income /(loss) per share. For the three months ended September 30, 2015, 32,000 common shares potentially issuable upon the exercise or settlement of share-based awards using the treasury stock method were dilutive and included in the denominator for calculation of diluted net income per share. For the nine months ended September 30, 2015, 64,000 common shares potentially issuable upon the exercise or settlement of share-based awards using the treasury stock method were anti-dilutive and excluded from the denominator for calculation of diluted net loss per share. Additionally, for purposes of calculating the numerator of diluted net income /(loss) per share, the net income /(loss) attributable to Sohu.com Inc. is adjusted as follows. The adjustment will not be made if there is an anti-dilutive effect. (1) Sogou’s net income /(loss) attributable to Sohu.com Inc. is determined using the percentage that the weighted average number of Sogou shares held by Sohu.com Inc. represents of the weighted average number of Sogou Preferred Shares and Ordinary Shares, shares issuable upon the conversion of convertible preferred shares under the if-converted method, and shares issuable upon the exercise or settlement of share-based awards under the treasury stock method, and is not determined by allocating Sogou’s net income /(loss) to Sohu.com Inc. using the methodology for the calculation of net income /(loss) attributable to the Sogou noncontrolling shareholders discussed in Note 13 – Noncontrolling Interest. In the calculation of Sohu.com Inc.’s diluted net income /(loss) per share, assuming a dilutive effect, the percentage of Sohu.com Inc.’s shareholding in Sogou was calculated by treating convertible preferred shares issued by Sogou as having been converted at the beginning of the period and unvested share options with the performance targets achieved as well as vested but unexercised share options as having been exercised during the period. The dilutive effect of share-based awards with a performance requirement was not considered before the performance targets were actually met. The effect of this calculation is presented as “incremental dilution from Sogou” in the table below. Assuming an anti-dilutive effect, all of these Sogou shares and share options are excluded from the calculation of Sohu.com Inc.’s diluted income /(loss) per share. As a result, Sogou’s net income /(loss) attributable to Sohu.com Inc. on a diluted basis equals the number used for the calculation of Sohu.com Inc.’s basic net income /(loss) per share. For the three and nine months ended September 30, 2015, all of these Sogou shares and share options had an anti-dilutive effect, and therefore were excluded from the calculation of Sohu.com Inc.’s diluted net income /(loss) per share, and “incremental dilution from Sogou” in the table below was zero. (2) Changyou’s net income /(loss) attributable to Sohu.com Inc. is determined using the percentage that the weighted average number of Changyou shares held by Sohu.com Inc. represents of the weighted average number of Changyou ordinary shares and shares issuable upon the exercise or settlement of share-based awards under the treasury stock method, and not by using the percentage held by Sohu.com Inc. of the total economic interest in Changyou, which is used for the calculation of basic net income per share. In the calculation of Sohu.com Inc.’s diluted net income /(loss) per share, assuming a dilutive effect, all of Changyou’s existing unvested restricted share units, and vested restricted share units that have not yet been settled, are treated as vested and settled by Changyou under the treasury stock method, causing the percentage of the weighted average number of shares held by Sohu.com Inc. in Changyou to decrease. As a result, Changyou’s net income /(loss) attributable to Sohu.com Inc. on a diluted basis decreased accordingly. The effect of this calculation is presented as “incremental dilution from Changyou” in the table below. Assuming an anti-dilutive effect, all of these Changyou restricted share units are excluded from the calculation of Sohu.com Inc.’s diluted net income /(loss) per share. As a result, Changyou’s net income /(loss) attributable to Sohu.com Inc. on a diluted basis equals the number used for the calculation of Sohu.com Inc.’s basic net income /(loss) per share. For the three and nine months ended September 30, 2015, all of these Changyou restricted share units had a dilutive effect, and therefore were included in the calculation of Sohu.com Inc.’s diluted net income /(loss) per share. This impact is presented as “incremental dilution from Changyou” in the table below. In March 2014, Sogou purchased from China Web 14.4 million Series A Preferred Shares of Sogou for an aggregate purchase price of $47.3 million. In September 2015, Sogou purchased from Photon 6.4 million Series A Preferred Shares of Sogou for an aggregate purchase price of $21.0 million. These transactions gave rise to deemed dividends of $27.7 million and $11.9 million, respectively, which were deemed to have been contributed by Sohu.com Inc., as a holder of ordinary shares of Sogou, representing a portion of the differences between the prices Sogou paid to China Web and Photon for the Series A Preferred Shares and the carrying amounts of these Series A Preferred Shares in the Group’s consolidated financial statements. The following table presents the calculation of the Sohu Group’s basic and diluted net loss per share (in thousands, except per share data). Three Months Ended Nine Months Ended 2014 2015 2014 2015 Numerator: Net income /(loss) attributable to Sohu.com Inc., basic (after subtracting the deemed dividend to noncontrolling Sogou Series A Preferred shareholders) $ (27,138 ) $ 39,121 $ (147,082 ) $ (19,198 ) Effect of dilutive securities: Incremental dilution from Sogou (1,259 ) 0 (3,429 ) 0 Incremental dilution from Changyou (5 ) (324 ) 0 (884 ) Net income /(loss) attributable to Sohu.com Inc., diluted $ (28,402 ) $ 38,797 $ (150,511 ) $ (20,082 ) Denominator: Weighted average basic common shares outstanding 38,485 38,633 38,457 38,582 Effect of dilutive securities: Share options and restricted share units 0 32 0 0 Weighted average diluted common shares outstanding 38,485 38,665 38,457 38,582 Basic net income /(loss) per share attributable to Sohu.com Inc. $ (0.71 ) $ 1.01 $ (3.82 ) $ (0.50 ) Diluted net income /(loss) per share attributable to Sohu.com Inc. $ (0.74 ) $ 1.00 $ (3.91 ) $ (0.52 ) |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Recently Issued Accounting Pronouncements [Abstract] | |
Recently Issued Accounting Pronouncements | 15. Recently Issued Accounting Pronouncements In February 2015, the FASB issued Consolidation (Topic 810) – Amendments to the Consolidation Analysis Subtopic 810-10, Consolidation – Overall Amendments to FASB Interpretation No. 46(R) In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Event As of the date of this report, Changyou has completed the sale of Doyo and has received most of the cash consideration. See Note 4 – Fair Value Measurements. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Segment operating information by segment | Three Months Ended September 30, 2014 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 147,626 $ 106,158 $ 180,819 $ (4,188 ) $ 430,415 Segment cost of revenues (85,117 ) (46,463 ) (50,278 ) 667 (181,191 ) Segment gross profit 62,509 59,695 130,541 (3,521 ) 249,224 SBC (2) in cost of revenues (218 ) (193 ) (58 ) 0 (469 ) Gross profit 62,291 59,502 130,483 (3,521 ) 248,755 Operating expenses: Product development (23,767 ) (26,113 ) (52,827 ) 788 (101,919 ) Sales and marketing (57,470 ) (24,570 ) (52,930 ) 4,165 (130,805 ) General and administrative (12,159 ) (3,208 ) (26,832 ) (189 ) (42,388 ) SBC (2) in operating expenses (922 ) (13,094 ) (456 ) 141 (14,331 ) Total operating expenses (94,318 ) (66,985 ) (133,045 ) 4,905 (289,443 ) Operating loss (32,027 ) (7,483 ) (2,562 ) 1,384 (40,688 ) Other income /(expense) 1,860 (4 ) 283 (1,243 ) 896 Net interest income 1,966 860 4,642 0 7,468 Exchange difference (15 ) 4 (599 ) 0 (610 ) Income /(loss) before income tax benefit /(expense) (28,216 ) (6,623 ) 1,764 141 (32,934 ) Income tax benefit /(expense) 1,327 0 (291 ) 0 1,036 Net income /(loss) $ (26,889 ) $ (6,623 ) $ 1,473 $ 141 $ (31,898 ) Note (1): The elimination for segment revenues mainly consists of marketing services (banner advertisements and similar services) provided by the Sohu segment to the Changyou segment. Note (2): “SBC” stands for share-based compensation expense. Three Months Ended September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 172,902 $ 162,300 $ 188,875 $ (1,987 ) $ 522,090 Segment cost of revenues (99,742 ) (66,035 ) (48,821 ) 539 (214,059 ) Segment gross profit 73,160 96,265 140,054 (1,448 ) 308,031 SBC (2) in cost of revenues (184 ) (12 ) 96 0 (100 ) Gross profit 72,976 96,253 140,150 (1,448 ) 307,931 Operating expenses: Product development (23,708 ) (31,573 ) (40,178 ) 1,348 (94,111 ) Sales and marketing (52,315 ) (25,775 ) (21,639 ) 1,599 (98,130 ) General and administrative (12,966 ) (3,956 ) (17,741 ) (203 ) (34,866 ) Goodwill impairment and impairment of intangible assets acquired as part of a business acquisition 0 0 (40,324 ) 0 (40,324 ) SBC (2) in operating expenses (2,228 ) 1,262 3,368 0 2,402 Total operating expenses (91,217 ) (60,042 ) (116,514 ) 2,744 (265,029 ) Operating profit /(loss) (18,241 ) 36,211 23,636 1,296 42,902 Other income 91,736 32 58,554 (80,103 ) 70,219 Net interest income 587 1,326 3,279 0 5,192 Exchange difference 1,360 627 2,335 0 4,322 Income before income tax expense 75,442 38,196 87,804 (78,807 ) 122,635 Income tax expense (1,091 ) (2,586 ) (25,784 ) 0 (29,461 ) Net income $ 74,351 $ 35,610 $ 62,020 $ (78,807 ) $ 93,174 Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou’s repurchase of Sogou shares from Sohu.com (Search) Limited (“Sohu Search”). Note (2): “SBC” stands for share-based compensation expense. Nine Months Ended September 30, 2014 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 400,695 $ 267,081 $ 539,353 $ (11,248 ) $ 1,195,881 Segment cost of revenues (238,617 ) (118,152 ) (132,941 ) 1,120 (488,590 ) Segment gross profit 162,078 148,929 406,412 (10,128 ) 707,291 SBC (2) in cost of revenues (562 ) (706 ) (186 ) 0 (1,454 ) Gross profit 161,516 148,223 406,226 (10,128 ) 705,837 Operating expenses: Product development (68,099 ) (75,582 ) (171,362 ) 3,131 (311,912 ) Sales and marketing (165,408 ) (49,919 ) (202,890 ) 11,266 (406,951 ) General and administrative (33,549 ) (8,395 ) (70,452 ) (533 ) (112,929 ) SBC (2) in operating expenses (8,437 ) (36,523 ) (1,093 ) 902 (45,151 ) Total operating expenses (275,493 ) (170,419 ) (445,797 ) 14,766 (876,943 ) Operating loss (113,977 ) (22,196 ) (39,571 ) 4,638 (171,106 ) Other income 5,287 2,455 1,334 (3,736 ) 5,340 Net interest income 6,515 1,714 16,475 0 24,704 Exchange difference (103 ) (159 ) 289 0 27 Loss before income tax benefit/ (expense) (102,278 ) (18,186 ) (21,473 ) 902 (141,035 ) Income tax benefit/(expense) (2,022 ) 0 4,584 0 2,562 Net loss $ (104,300 ) $ (18,186 ) $ (16,889 ) $ 902 $ (138,473 ) Note (1): The elimination for segment revenues mainly consists of marketing services (banner advertisements and similar services) provided by the Sohu segment to the Changyou segment. Note (2): “SBC” stands for share-based compensation expense. Nine Months Ended September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 450,776 $ 426,099 $ 599,726 $ (5,613 ) $ 1,470,988 Segment cost of revenues (306,221 ) (177,401 ) (174,024 ) 1,091 (656,555 ) Segment gross profit 144,555 248,698 425,702 (4,522 ) 814,433 SBC (2) in cost of revenues (847 ) (119 ) 8 0 (958 ) Gross profit 143,708 248,579 425,710 (4,522 ) 813,475 Operating expenses: Product development (72,362 ) (93,285 ) (124,156 ) 3,740 (286,063 ) Sales and marketing (148,241 ) (64,718 ) (76,365 ) 5,196 (284,128 ) General and administrative (44,551 ) (10,873 ) (56,076 ) (459 ) (111,959 ) Goodwill impairment and impairment of intangible assets acquired as part of a business acquisition 0 0 (40,324 ) 0 (40,324 ) SBC (2) in operating expenses (14,371 ) (5,681 ) (7,539 ) 85 (27,506 ) Total operating expenses (279,525 ) (174,557 ) (304,460 ) 8,562 (749,980 ) Operating profit /(loss) (135,817 ) 74,022 121,250 4,040 63,495 Other income /(expense) 91,679 122 63,896 (82,761 ) 72,936 Net interest income 2,432 4,011 11,012 0 17,455 Exchange difference 1,124 337 1,991 0 3,452 Income /(loss) before income tax expense (40,582 ) 78,492 198,149 (78,721 ) 157,338 Income tax expense (5,642 ) (5,900 ) (45,738 ) 0 (57,280 ) Net income /(loss) $ (46,224 ) $ 72,592 $ 152,411 $ (78,721 ) $ 100,058 Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou’s repurchase of Sogou shares from Sohu Search. Note (2): “SBC” stands for share-based compensation expense. |
Segment assets information by segment | As of December 31, 2014 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 431,272 $ 224,273 $ 220,795 $ 0 $ 876,340 Accounts receivable, net 137,183 15,341 77,969 (92 ) 230,401 Fixed assets, net 252,255 44,686 243,837 0 540,778 Total assets (1) $ 1,159,403 $ 305,975 $ 1,547,965 $ (146,334 ) $ 2,867,009 Note (1): The elimination for segment assets mainly consists of elimination of long-term investments in subsidiaries and consolidated VIEs. As of September 30, 2015 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 424,276 $ 219,094 $ 430,509 $ 0 $ 1,073,879 Accounts receivable, net 192,264 28,386 64,735 (89 ) 285,296 Fixed assets, net 232,758 69,867 221,242 0 523,867 Total assets (1) $ 1,376,726 $ 350,691 $ 1,735,738 $ (444,021 ) $ 3,019,134 Note (1): The elimination for segment assets mainly consists of elimination of intracompany loans between the Sohu segment and the Changyou segment, and elimination of long-term investments in subsidiaries and consolidated VIEs. |
Share-Based Compensation Expe24
Share-Based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-Based Compensation Expense [Abstract] | |
Share-based compensation expense recognized in costs and expenses | Three Months Ended September 30, Nine Months Ended September 30, Share-based compensation expense 2014 2015 2014 2015 Cost of revenues $ 469 $ 99 $ 1,454 $ 957 Product development expenses (1) 6,052 (1,331 ) 15,999 9,680 Sales and marketing expenses 937 466 3,751 1,573 General and administrative expenses (1) 7,342 (1,536 ) 25,402 16,255 $ 14,800 $ (2,302 ) $ 46,606 $ 28,465 Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Share-based compensation expense recognized for share awards of Sohu (excluding Sohu Video), Sogou, Changyou and Sohu Video | Three Months Ended Nine Months Ended September 30, Share-based compensation expense 2014 2015 2014 2015 For Sohu (excluding Sohu Video) share-based awards $ 1,337 $ 2,294 $ 5,242 $ 15,031 For Sogou share-based awards (1) (2) 13,098 (1,230 ) 36,033 5,706 For Changyou share-based awards (1) 514 (3,465 ) 1,253 7,529 For Sohu Video share-based awards (149 ) 99 4,078 199 $ 14,800 $ (2,302 ) $ 46,606 $ 28,465 Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Financial instruments, measured at fair value | Fair value measurements at reporting date using Items As of Quoted Prices Significant Significant Cash equivalents $ 583,160 $ 0 $ 583,160 $ 0 Restricted time deposits 426,748 0 426,748 0 Short-term investments 191,577 0 191,577 0 Available-for-sale equity securities 11,273 11,273 0 0 Total $ 1,212,758 $ 11,273 $ 1,201,485 $ 0 Fair value measurements at reporting date using Items As of Quoted Prices Significant Significant Cash equivalents $ 590,870 $ 0 $ 590,870 $ 0 Restricted time deposits 381,087 0 381,087 0 Short-term investments 260,431 0 260,431 0 Available-for-sale equity securities 15,939 15,939 0 0 Total $ 1,248,327 $ 15,939 $ 1,232,388 $ 0 |
Aggregated held-for-sale assets and liabilities | As of Cash and cash equivalents $ 66 Prepaid and other current assets 2,314 Goodwill 5,476 Fixed assets 72 Intangible assets 2,152 Held-for-sale assets $ 10,080 Deferred tax liability (538 ) Accrued and other current liability (600 ) Tax payable (113 ) Held-for-sale liabilities $ (1,251 ) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill [Abstract] | |
Changes in carrying value of goodwill by segment | Sohu Sogou Changyou Total Balance as of December 31, 2014 Goodwill $ 73,908 $ 6,309 $ 297,999 $ 378,216 Accumulated impairment losses (35,788 ) 0 (39,002 ) (74,790 ) $ 38,120 $ 6,309 $ 258,997 $ 303,426 Transactions in 2015 Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business (1) 0 0 (109,735 ) (109,735 ) Goodwill impairment loss related to MoboTap Inc. (“MoboTap”) (2) 0 0 (29,569 ) (29,569 ) Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired (3) 0 0 (7,352 ) (7,352 ) Foreign currency translation adjustment (613 ) (241 ) (898 ) (1,752 ) Balance as of September 30, 2015 $ 37,507 $ 6,068 $ 111,443 $ 155,018 Balance as of September 30, 2015 Goodwill $ 73,295 $ 6,068 $ 181,890 $ 261,253 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 37,507 $ 6,068 $ 111,443 $ 155,018 Note (1): The $109.7 million goodwill associated with the acquisition of 7Road was de-recognized due to Changyou’s sale of the 7Road business in the third quarter of 2015. Note (2): In the third quarter of 2015, Changyou’s management concluded that MoboTap was unable to provide expected synergies with Changyou’s platform business, and performed a goodwill impairment test for the goodwill generated in the acquisition of MoboTap. As a result, Changyou recorded $29.6 million in goodwill impairment losses. Note (3): Of the $7.4 million in goodwill associated with the acquisition of Doyo, $ 5.5 million was transferred to held-for-sale assets and $1.9 million was recognized as a goodwill impairment loss in the third quarter of 2015. |
Commitments and Contingencies (
Commitments and Contingencies (Table) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Contractual obligations | As of September 30, 2015 Contractual Repayment of principal of bank loans $ 344,500 Purchase of content and services – video 149,737 Purchase of bandwidth 64,719 Purchase of cinema advertisement slot rights 54,849 Operating lease obligations 31,241 Expenditures for operating rights for licensed games with technological feasibility – PC games 24,984 Purchase of content and services – others 14,192 Interest payment commitment 11,819 Fees for operating rights for licensed games in development – mobile games 3,086 Expenditures for operating rights for licensed games with technological feasibility – mobile games 2,911 Fees for operating rights for licensed games in development – PC games 1,520 Others 8,078 Total $ 711,636 |
VIEs (Tables)
VIEs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
VIEs [Abstract] | |
Financial information of consolidated VIEs | As of December 31, September 30, ASSETS: Cash and cash equivalents $ 39,534 $ 113,988 Restricted time deposit 294 283 Accounts receivable, net 129,881 159,027 Prepaid and other current assets 23,827 47,981 Held-for-sale assets 0 10,080 Intercompany receivables due from the CompanyÂ’s subsidiaries 176,902 152,825 Total current assets 370,438 484,184 Fixed assets, net 12,597 8,318 Goodwill 154,774 36,738 Long-term investments, net 7,348 15,854 Intangible assets, net 39,726 21,585 Other non-current assets 71,767 68,337 Total assets $ 656,650 $ 635,016 LIABILITIES: Accounts payable $ 3,495 $ 33,095 Accrued liabilities 78,051 75,198 Receipts in advance and deferred revenue 53,641 48,028 Held-for-sale liabilities 0 1,251 Other current liabilities 53,564 139,770 Intercompany payables due to the CompanyÂ’s subsidiaries 259,009 196,052 Total current liabilities 447,760 493,394 Other long-term liabilities 25,262 23,503 Total liabilities $ 473,022 $ 516,897 Three months ended Nine months ended 2014 2015 2014 2015 Net revenue $ 262,280 $ 309,866 $ 767,529 $ 926,460 Net loss $ (16,862 ) $ (45,863 ) $ (105,385 ) $ (63,402 ) Cash flows of SohuÂ’s VIEs Nine months ended 2014 2015 Net cash provided by operating activities $ 15,751 $ 17,450 Net cash used in investing activities (2,795 ) (11,182 ) Net cash provided by financing activities $ 0 $ 2,286 Cash flows of ChangyouÂ’s VIEs Nine months ended 2014 2015 Net cash provided by /(used in) operating activities $ 16,970 $ (34,119 ) Net cash provided by /(used in) investing activities (112,013 ) 17,389 Net cash used in financing activities $ (793 ) $ 0 |
Sohu.com Inc. Shareholders' E29
Sohu.com Inc. Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Sohu 2000 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Options Number Of Weighted Average Weighted Average Aggregate Intrinsic Outstanding at January 1, 2015 110 $ 19.20 0.41 $ 3,737 Exercised (110 ) 19.20 Forfeited or expired 0 Outstanding at September 30, 2015 0 0 0 0 Vested at September 30, 2015 0 0 0 0 Exercisable at September 30, 2015 0 0 0 0 Note (1): The aggregate intrinsic value in the preceding table represents the difference between SohuÂ’s closing stock price of $41.3 on September 30, 2015 and the exercise price of share options. The total intrinsic value of share options exercised for the nine months ended September 30, 2015 was $4.5 million. |
Sohu 2010 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share unit activity | Restricted Share Units Number of Weighted-Average Unvested at January 1, 2015 67 $ 78.16 Granted 17 53.71 Vested (11 ) 58.04 Forfeited (15 ) 83.80 Unvested at September 30, 2015 58 73.57 Expected to vest thereafter 44 72.81 |
Sogou 2010 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Options Number Of Weighted Average Weighted Average Outstanding at January 1, 2015 19,117 $ 0.236 Granted 1,509 0.001 Exercised (3,692 ) 0.001 Forfeited or expired (4,343 ) 0.001 Outstanding at September 30, 2015 12,591 0.358 7.32 Vested at September 30, 2015 and expected to vest thereafter 3,827 Exercisable at September 30, 2015 2,290 |
Stock option assumptions | Granted to Employees 2015 Average risk-free interest rate 2.48%~2.77% Exercise multiple 2~3 Expected forfeiture rate (post-vesting) 1%~12% Weighted average expected option life 8 Volatility rate 47%~51% Dividend yield 0% Fair value 3.58 |
Sohu Management Sogou Share Option Arrangement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Options Number Of Weighted Average Weighted Average Outstanding at January 1, 2015 4,165 $ 0.625 Granted 15 0.001 Exercised (584 ) 0.625 Forfeited or expired (6 ) 0.625 Outstanding at September 30, 2015 3,590 0.622 6.90 Vested at September 30, 2015 and expected to vest thereafter 1,085 Exercisable at September 30, 2015 1,085 |
Stock option assumptions | Granted to Employees 2015 Average risk-free interest rate 3.01 % Exercise multiple 3 Expected forfeiture rate (post-vesting) 0 % Weighted average expected option life 10 Volatility rate 53 % Dividend yield 0 % Fair value 7.03 |
Changyou's Share-based Awards Granted after IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share unit activity | Restricted Share Units Number of Units (in thousands) Weighted-Average Unvested at January 1, 2015 220 $ 14.09 Granted 0 Vested (47 ) 14.92 Forfeited (105 ) 14.02 Unvested at September 30, 2015 68 13.64 Expected to vest thereafter 65 13.67 |
Changyou 2014 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share unit activity | Restricted Share Units Number of Units (in thousands) Weighted-Average Unvested at January 1, 2015 16 $ 12.64 Granted 0 Vested 0 Forfeited (16 ) 12.64 Unvested at September 30, 2015 0 Expected to vest thereafter 0 |
Video 2011 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option assumptions | Assumptions Adopted 2015 Average risk-free interest rate 2.24 % Exercise multiple 2.8 Expected forfeiture rate (post-vesting) 10 % Weighted average expected option life 6.3 Volatility rate 58 % Dividend yield 0 Fair value 0.85 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling interest in consolidated balance sheets | As of December 31, (in thousands) September 30, (in thousands) Sogou $ 145,538 $ 96,561 Changyou 341,707 353,435 Total $ 487,245 $ 449,996 |
Noncontrolling interest in consolidated statements of comprehensive income | Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Sogou $ (3,977 ) $ 35,930 $ (12,712 ) $ 74,212 Changyou (783 ) 6,212 (7,191 ) 33,133 Others 0 0 765 0 Total $ (4,760 ) $ 42,142 $ (19,138 ) $ 107,345 |
Net Income _(Loss) per Share (T
Net Income /(Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Net Income /(loss) per Share [Abstract] | |
Calculation of basic and diluted net loss per share | Three Months Ended Nine Months Ended 2014 2015 2014 2015 Numerator: Net income /(loss) attributable to Sohu.com Inc., basic (after subtracting the deemed dividend to noncontrolling Sogou Series A Preferred shareholders) $ (27,138 ) $ 39,121 $ (147,082 ) $ (19,198 ) Effect of dilutive securities: Incremental dilution from Sogou (1,259 ) 0 (3,429 ) 0 Incremental dilution from Changyou (5 ) (324 ) 0 (884 ) Net income /(loss) attributable to Sohu.com Inc., diluted $ (28,402 ) $ 38,797 $ (150,511 ) $ (20,082 ) Denominator: Weighted average basic common shares outstanding 38,485 38,633 38,457 38,582 Effect of dilutive securities: Share options and restricted share units 0 32 0 0 Weighted average diluted common shares outstanding 38,485 38,665 38,457 38,582 Basic net income /(loss) per share attributable to Sohu.com Inc. $ (0.71 ) $ 1.01 $ (3.82 ) $ (0.50 ) Diluted net income /(loss) per share attributable to Sohu.com Inc. $ (0.74 ) $ 1.00 $ (3.91 ) $ (0.52 ) |
The Company and Basis of Pres32
The Company and Basis of Presentation (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)Entities | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Entities | Sep. 30, 2014USD ($) | |
Organization and Nature of Operations [Line Items] | ||||
Revenues | $ 522,090 | $ 430,415 | $ 1,470,988 | $ 1,195,881 |
Number of VIEs not consolidated | Entities | 2 | 2 | ||
Product Risk [Member] | Total revenues [Member] | TLBB [Member] | ||||
Organization and Nature of Operations [Line Items] | ||||
Percentage of revenues derived from TLBB | 15.00% | 17.00% | ||
Changyou [Member] | TLBB [Member] | ||||
Organization and Nature of Operations [Line Items] | ||||
Revenues | $ 77,800 | $ 244,900 | ||
Changyou [Member] | Product Risk [Member] | Online game revenues [Member] | TLBB [Member] | ||||
Organization and Nature of Operations [Line Items] | ||||
Percentage of revenues derived from TLBB | 51.00% | 48.00% | ||
Changyou [Member] | Product Risk [Member] | Total revenues [Member] | TLBB [Member] | ||||
Organization and Nature of Operations [Line Items] | ||||
Percentage of revenues derived from TLBB | 41.00% | 41.00% |
Segment Information (Segment Op
Segment Information (Segment Operating Information by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | $ 522,090 | $ 430,415 | $ 1,470,988 | $ 1,195,881 | |||||
Segment cost of revenues | (214,059) | (181,191) | (656,555) | (488,590) | |||||
Segment gross profit | 308,031 | 249,224 | 814,433 | 707,291 | |||||
SBC in cost of revenues | (100) | (469) | (958) | (1,454) | |||||
Gross profit | 307,931 | 248,755 | 813,475 | 705,837 | |||||
Operating expenses: | |||||||||
Product development | (94,111) | (101,919) | (286,063) | (311,912) | |||||
Sales and marketing | (98,130) | (130,805) | (284,128) | (406,951) | |||||
General and administrative | (34,866) | (42,388) | (111,959) | (112,929) | |||||
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisitions | (40,324) | 0 | (40,324) | 0 | |||||
SBC in operating expenses | 2,402 | (14,331) | (27,506) | (45,151) | |||||
Total operating expenses | (265,029) | (289,443) | (749,980) | (876,943) | |||||
Operating profit /(loss) | 42,902 | (40,688) | 63,495 | (171,106) | |||||
Other income /(expense) | 70,219 | 896 | 72,936 | 5,340 | |||||
Net interest income | 5,192 | 7,468 | 17,455 | 24,704 | |||||
Exchange difference | 4,322 | (610) | 3,452 | 27 | |||||
Income /(loss) before income tax benefit /(expense) | 122,635 | (32,934) | 157,338 | (141,035) | |||||
Income tax benefit /(expense) | (29,461) | 1,036 | (57,280) | 2,562 | |||||
Net income /(loss) | 93,174 | (31,898) | 100,058 | (138,473) | |||||
Operating Segments [Member] | Sohu [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 172,902 | [1] | 147,626 | [2] | 450,776 | [3] | 400,695 | [2] | |
Segment cost of revenues | (99,742) | (85,117) | (306,221) | (238,617) | |||||
Segment gross profit | 73,160 | 62,509 | 144,555 | 162,078 | |||||
SBC in cost of revenues | [4] | (184) | (218) | (847) | (562) | ||||
Gross profit | 72,976 | 62,291 | 143,708 | 161,516 | |||||
Operating expenses: | |||||||||
Product development | (23,708) | (23,767) | (72,362) | (68,099) | |||||
Sales and marketing | (52,315) | (57,470) | (148,241) | (165,408) | |||||
General and administrative | (12,966) | (12,159) | (44,551) | (33,549) | |||||
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisitions | 0 | 0 | |||||||
SBC in operating expenses | [4] | (2,228) | (922) | (14,371) | (8,437) | ||||
Total operating expenses | (91,217) | (94,318) | (279,525) | (275,493) | |||||
Operating profit /(loss) | (18,241) | (32,027) | (135,817) | (113,977) | |||||
Other income /(expense) | 91,736 | 1,860 | 91,679 | 5,287 | |||||
Net interest income | 587 | 1,966 | 2,432 | 6,515 | |||||
Exchange difference | 1,360 | (15) | 1,124 | (103) | |||||
Income /(loss) before income tax benefit /(expense) | 75,442 | (28,216) | (40,582) | (102,278) | |||||
Income tax benefit /(expense) | (1,091) | 1,327 | (5,642) | (2,022) | |||||
Net income /(loss) | 74,351 | (26,889) | (46,224) | (104,300) | |||||
Operating Segments [Member] | Sogou [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 162,300 | [1] | 106,158 | [2] | 426,099 | [3] | 267,081 | [2] | |
Segment cost of revenues | (66,035) | (46,463) | (177,401) | (118,152) | |||||
Segment gross profit | 96,265 | 59,695 | 248,698 | 148,929 | |||||
SBC in cost of revenues | [4] | (12) | (193) | (119) | (706) | ||||
Gross profit | 96,253 | 59,502 | 248,579 | 148,223 | |||||
Operating expenses: | |||||||||
Product development | (31,573) | (26,113) | (93,285) | (75,582) | |||||
Sales and marketing | (25,775) | (24,570) | (64,718) | (49,919) | |||||
General and administrative | (3,956) | (3,208) | (10,873) | (8,395) | |||||
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisitions | 0 | 0 | |||||||
SBC in operating expenses | [4] | 1,262 | (13,094) | (5,681) | (36,523) | ||||
Total operating expenses | (60,042) | (66,985) | (174,557) | (170,419) | |||||
Operating profit /(loss) | 36,211 | (7,483) | 74,022 | (22,196) | |||||
Other income /(expense) | 32 | (4) | 122 | 2,455 | |||||
Net interest income | 1,326 | 860 | 4,011 | 1,714 | |||||
Exchange difference | 627 | 4 | 337 | (159) | |||||
Income /(loss) before income tax benefit /(expense) | 38,196 | (6,623) | 78,492 | (18,186) | |||||
Income tax benefit /(expense) | (2,586) | 0 | (5,900) | 0 | |||||
Net income /(loss) | 35,610 | (6,623) | 72,592 | (18,186) | |||||
Operating Segments [Member] | Changyou [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 188,875 | [1] | 180,819 | [2] | 599,726 | [3] | 539,353 | [2] | |
Segment cost of revenues | (48,821) | (50,278) | (174,024) | (132,941) | |||||
Segment gross profit | 140,054 | 130,541 | 425,702 | 406,412 | |||||
SBC in cost of revenues | [4] | 96 | (58) | 8 | (186) | ||||
Gross profit | 140,150 | 130,483 | 425,710 | 406,226 | |||||
Operating expenses: | |||||||||
Product development | (40,178) | (52,827) | (124,156) | (171,362) | |||||
Sales and marketing | (21,639) | (52,930) | (76,365) | (202,890) | |||||
General and administrative | (17,741) | (26,832) | (56,076) | (70,452) | |||||
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisitions | (40,324) | (40,324) | |||||||
SBC in operating expenses | [4] | 3,368 | (456) | (7,539) | (1,093) | ||||
Total operating expenses | (116,514) | (133,045) | (304,460) | (445,797) | |||||
Operating profit /(loss) | 23,636 | (2,562) | 121,250 | (39,571) | |||||
Other income /(expense) | 58,554 | 283 | 63,896 | 1,334 | |||||
Net interest income | 3,279 | 4,642 | 11,012 | 16,475 | |||||
Exchange difference | 2,335 | (599) | 1,991 | 289 | |||||
Income /(loss) before income tax benefit /(expense) | 87,804 | 1,764 | 198,149 | (21,473) | |||||
Income tax benefit /(expense) | (25,784) | (291) | (45,738) | 4,584 | |||||
Net income /(loss) | 62,020 | 1,473 | 152,411 | (16,889) | |||||
Eliminations [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | (1,987) | [1] | (4,188) | [2] | (5,613) | [3] | (11,248) | [2] | |
Segment cost of revenues | 539 | 667 | 1,091 | 1,120 | |||||
Segment gross profit | (1,448) | (3,521) | (4,522) | (10,128) | |||||
SBC in cost of revenues | [4] | 0 | 0 | 0 | 0 | ||||
Gross profit | (1,448) | (3,521) | (4,522) | (10,128) | |||||
Operating expenses: | |||||||||
Product development | 1,348 | 788 | 3,740 | 3,131 | |||||
Sales and marketing | 1,599 | 4,165 | 5,196 | 11,266 | |||||
General and administrative | (203) | (189) | (459) | (533) | |||||
Goodwill impairment and impairment of intangible assets acquired as part of a business acquisitions | 0 | 0 | |||||||
SBC in operating expenses | [4] | 0 | 141 | 85 | 902 | ||||
Total operating expenses | 2,744 | 4,905 | 8,562 | 14,766 | |||||
Operating profit /(loss) | 1,296 | 1,384 | 4,040 | 4,638 | |||||
Other income /(expense) | (80,103) | (1,243) | (82,761) | (3,736) | |||||
Net interest income | 0 | 0 | 0 | 0 | |||||
Exchange difference | 0 | 0 | 0 | 0 | |||||
Income /(loss) before income tax benefit /(expense) | (78,807) | 141 | (78,721) | 902 | |||||
Income tax benefit /(expense) | 0 | 0 | 0 | 0 | |||||
Net income /(loss) | $ (78,807) | $ 141 | $ (78,721) | $ 902 | |||||
[1] | Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou's repurchase of Sogou shares from Sohu.com (Search) Limited ("Sohu Search"). | ||||||||
[2] | Note (1): The elimination for segment revenues mainly consists of marketing services (banner advertisements and similar services) provided by the Sohu segment to the Changyou segment. | ||||||||
[3] | Note (1): The elimination for segment revenues and other income mainly consists of marketing services provided among the Sohu, Sogou and Changyou segments, and Sogou's repurchase of Sogou shares from Sohu Search. | ||||||||
[4] | Note (2): "SBC" stands for share-based compensation expense. |
Segment Information (Segment As
Segment Information (Segment Assets Information by Segment) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | ||
Segment Reporting Information [Line Items] | ||||||
Cash and cash equivalents | $ 1,073,879 | $ 876,340 | $ 840,896 | $ 1,287,288 | ||
Accounts receivable, net | 285,296 | 230,401 | ||||
Fixed assets, net | 523,867 | 540,778 | ||||
Total assets | 3,019,134 | 2,867,009 | ||||
Operating Segments [Member] | Sohu [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash and cash equivalents | 424,276 | 431,272 | ||||
Accounts receivable, net | 192,264 | 137,183 | ||||
Fixed assets, net | 232,758 | 252,255 | ||||
Total assets | 1,376,726 | [1] | 1,159,403 | [2] | ||
Operating Segments [Member] | Sogou [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash and cash equivalents | 219,094 | 224,273 | ||||
Accounts receivable, net | 28,386 | 15,341 | ||||
Fixed assets, net | 69,867 | 44,686 | ||||
Total assets | 350,691 | [1] | 305,975 | [2] | ||
Operating Segments [Member] | Changyou [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash and cash equivalents | 430,509 | 220,795 | ||||
Accounts receivable, net | 64,735 | 77,969 | ||||
Fixed assets, net | 221,242 | 243,837 | ||||
Total assets | 1,735,738 | [1] | 1,547,965 | [2] | ||
Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Accounts receivable, net | (89) | (92) | ||||
Fixed assets, net | 0 | 0 | ||||
Total assets | $ (444,021) | [1] | $ (146,334) | [2] | ||
[1] | Note (1): The elimination for segment assets mainly consists of elimination of intracompany loans between the Sohu segment and the Changyou segment, and elimination of long-term investments in subsidiaries and consolidated VIEs. | |||||
[2] | Note (1): The elimination for segment assets mainly consists of elimination of long-term investments in subsidiaries and consolidated VIEs. |
Share-Based Compensation Expe35
Share-Based Compensation Expense (Narrative) (Details) | Jul. 10, 2012Employees$ / sharesshares | Jan. 04, 2012shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2013Employees | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Aug. 17, 2015USD ($) | Jun. 01, 2015shares | Feb. 16, 2015shares | Feb. 07, 2015shares | Nov. 02, 2014shares | Jul. 02, 2010shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Capitalized share-based compensation expense | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Sohu 2010 Stock Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 1,068,000 | ||||||||||||
Installments of share options granted | Four equal installments | ||||||||||||
Awards vesting period | 4 years | ||||||||||||
Sohu 2010 Stock Incentive Plan [Member] | Ordinary shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized for issuance | 1,500,000 | ||||||||||||
Sohu 2010 Stock Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 1,068,000 | ||||||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 1,998,000 | ||||||||||||
Number of Class A restricted share units approved to converted into options | 2,400,000 | ||||||||||||
Installments of share options granted | Four equal installments | ||||||||||||
Awards vesting period | 4 years | ||||||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Restricted Share Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 16,000 | 16,000 | 2,416,000 | ||||||||||
Awards vesting period | 4 years | ||||||||||||
Changyou [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme I [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Aggregate recognized share-based compensation expense | $ | $ 4,200,000 | ||||||||||||
Changyou [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme II [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Aggregate recognized share-based compensation expense | $ | $ 700,000 | ||||||||||||
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | Ordinary shares [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized for issuance | 25,000,000 | ||||||||||||
Percentage of outstanding shares on a fully-diluted basis | 10.00% | ||||||||||||
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 16,368,200 | 16,368,200 | |||||||||||
Number of options vested | 4,972,800 | 4,972,800 | |||||||||||
7Road [Member] | 7Road 2012 Share Incentive Plan [Member] | Restricted Share Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Employees holding the restricted share units | Employees | 42 | ||||||||||||
Number of accumulated restricted share units granted under the plan | 2,223,750 | ||||||||||||
7Road [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme I [Member] | Restricted Share Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Cash payment price for each restricted share | $ / shares | $ 2.90 | ||||||||||||
7Road [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme I [Member] | Restricted Share Units [Member] | First Anniversary [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Ratio of restricted share unit to be vested and payable | 40.00% | ||||||||||||
7Road [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme I [Member] | Restricted Share Units [Member] | Second Anniversary [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Ratio of restricted share unit to be vested and payable | 30.00% | ||||||||||||
7Road [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme I [Member] | Restricted Share Units [Member] | Third Anniversary [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Ratio of restricted share unit to be vested and payable | 30.00% | ||||||||||||
7Road [Member] | Exchange Program of 7Road 2012 Share Incentive Plan, Scheme II [Member] | Restricted Share Units [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period commencing on grant date | 7 years | ||||||||||||
Employees newly involved under the plan | Employees | 48 |
Share-Based Compensation Expe36
Share-Based Compensation Expense (Share-based Compensation Expense Recognized in Costs and Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 | |
Cost of revenues [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | 99 | 469 | 957 | 1,454 | |
Product development expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | [1] | (1,331) | 6,052 | 9,680 | 15,999 |
Sales and marketing expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | 466 | 937 | 1,573 | 3,751 | |
General and administrative expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | [1] | $ (1,536) | $ 7,342 | $ 16,255 | $ 25,402 |
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Share-Based Compensation Expe37
Share-Based Compensation Expense (Share-based Compensation Expense Recognized for Share Awards of Sohu, Changyou, Sogou and Sohu Video) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 | |
Sohu (excluding Sohu Video) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 2,294 | 1,337 | 15,031 | 5,242 | |
Sogou [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | [1],[2] | (1,230) | 13,098 | 5,706 | 36,033 |
Changyou [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | [1] | (3,465) | 514 | 7,529 | 1,253 |
Sohu Video [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 99 | $ (149) | $ 199 | $ 4,078 | |
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. | ||||
[2] | Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments, Measured at Fair Value) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 260,400 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 590,870 | $ 583,160 |
Restricted time deposits | 381,087 | 426,748 |
Short-term investments | 260,431 | 191,577 |
Available-for-sale equity securities | 15,939 | 11,273 |
Total | 1,248,327 | 1,212,758 |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Restricted time deposits | 0 | 0 |
Short-term investments | 0 | 0 |
Available-for-sale equity securities | 15,939 | 11,273 |
Total | 15,939 | 11,273 |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 590,870 | 583,160 |
Restricted time deposits | 381,087 | 426,748 |
Short-term investments | 260,431 | 191,577 |
Available-for-sale equity securities | 0 | 0 |
Total | 1,232,388 | 1,201,485 |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Restricted time deposits | 0 | 0 |
Short-term investments | 0 | 0 |
Available-for-sale equity securities | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 12, 2014 | Feb. 28, 2013 | |
Cash Equivalents | |||||||||
Time deposits and money market funds, maximum of original maturity | 3 months | ||||||||
Restricted Time Deposits | |||||||||
Restricted time deposits, collateral for credit facilities | $ 9,000,000 | ||||||||
Short-term Investments | |||||||||
Investments in financial instruments | $ 260,400,000 | $ 260,400,000 | $ 260,400,000 | ||||||
Change in fair value of short-term investments | 3,000,000 | $ 400,000 | 6,800,000 | $ 400,000 | |||||
SoEasy [Member] | |||||||||
Long-term Investments | |||||||||
Equity method investment amount | $ 21,100,000 | $ 21,100,000 | $ 21,100,000 | $ 4,800,000 | |||||
Additional investment | $ 16,300,000 | ||||||||
Equity method investment, ownership percentage in SoEasy's capital | 35.00% | 35.00% | 35.00% | ||||||
Doyo [Member] | |||||||||
Held-for-Sale Assets and Liabilities | |||||||||
Goodwill impairment loss | $ 1,900,000 | ||||||||
Shares of Keyeast [Member] | |||||||||
Available-for-Sale Equity Securities | |||||||||
Percentage of total outstanding common shares acquired classified as available-for-sale securities | 6.00% | ||||||||
Purchase price of available-for-sale securities | $ 15,100,000 | ||||||||
Fair value of the available-for-sale equity securities | $ 15,900,000 | 15,900,000 | $ 15,900,000 | ||||||
Aggregate unrealized gain representing change in fair value | 800,000 | ||||||||
Changyou [Member] | |||||||||
Restricted Time Deposits | |||||||||
Total amount of bank loans | 344,500,000 | 344,500,000 | 344,500,000 | ||||||
RMB deposits in onshore branches securing bank loans recognized as restricted time deposits | 371,800,000 | 371,800,000 | 371,800,000 | ||||||
Interest income from restricted time deposits securing loans | 3,000,000 | 4,100,000 | 10,200,000 | 12,000,000 | |||||
Interest expense on bank loans | 1,800,000 | $ 1,700,000 | 5,300,000 | $ 4,600,000 | |||||
Changyou [Member] | Doyo [Member] | |||||||||
Held-for-Sale Assets and Liabilities | |||||||||
Aggregate cash consideration | 2,900,000 | 2,900,000 | 2,900,000 | ||||||
Forgiveness of contingent consideration | 6,000,000 | 6,000,000 | 6,000,000 | ||||||
Sogou [Member] | |||||||||
Repurchase Options and Put Option for Sogou Series A Preferred Shares | |||||||||
Repurchase option recognized as additional paid-in capital | 0 | 0 | 0 | ||||||
Put option recognized as other short-term liability | 0 | $ 0 | $ 0 | ||||||
Sogou [Member] | Zhihu [Member] | |||||||||
Long-term Investments | |||||||||
Long-term investments paid in cash | $ 12,000,000 | ||||||||
Cost method investment, ownership percentage in Zhihu's capital | 3.00% | 3.00% | 3.00% |
Fair Value Measurements (Held-f
Fair Value Measurements (Held-for-Sale Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurements [Abstract] | ||
Cash and cash equivalents | $ 66 | |
Prepaid and other current assets | 2,314 | |
Goodwill | 5,476 | |
Fixed assets | 72 | |
Intangible assets | 2,152 | |
Held-for-sale assets | 10,080 | $ 0 |
Deferred tax liability | (538) | |
Accrued and other current liability | (600) | |
Tax payable | (113) | |
Held-for-sale liabilities | $ (1,251) | $ 0 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | ||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 378,216 | ||
Accumulated impairment losses, Beginning Balance | (74,790) | ||
Goodwill, Net, Beginning Balance | 303,426 | ||
Transactions in 2015 | |||
Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business | $ (109,700) | (109,735) | |
Goodwill impairment loss related to MoboTap Inc. ("MoboTap") | (29,569) | ||
Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired | (7,352) | ||
Foreign currency translation adjustment | (1,752) | ||
Goodwill, Net, Ending Balance | 155,018 | 155,018 | |
Goodwill, Ending Balance | 261,253 | 261,253 | |
Accumulated impairment losses, Ending Balance | (106,235) | (106,235) | |
Goodwill, Net, Ending Balance | 155,018 | 303,426 | |
Sohu [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 73,908 | ||
Accumulated impairment losses, Beginning Balance | (35,788) | ||
Goodwill, Net, Beginning Balance | 38,120 | ||
Transactions in 2015 | |||
Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business | [1] | 0 | |
Goodwill impairment loss related to MoboTap Inc. ("MoboTap") | [2] | 0 | |
Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired | [3] | 0 | |
Foreign currency translation adjustment | (613) | ||
Goodwill, Net, Ending Balance | 37,507 | 37,507 | |
Goodwill, Ending Balance | 73,295 | 73,295 | |
Accumulated impairment losses, Ending Balance | (35,788) | (35,788) | |
Goodwill, Net, Ending Balance | 37,507 | 38,120 | |
Sogou [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 6,309 | ||
Accumulated impairment losses, Beginning Balance | 0 | ||
Goodwill, Net, Beginning Balance | 6,309 | ||
Transactions in 2015 | |||
Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business | [1] | 0 | |
Goodwill impairment loss related to MoboTap Inc. ("MoboTap") | [2] | 0 | |
Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired | [3] | 0 | |
Foreign currency translation adjustment | (241) | ||
Goodwill, Net, Ending Balance | 6,068 | 6,068 | |
Goodwill, Ending Balance | 6,068 | 6,068 | |
Accumulated impairment losses, Ending Balance | 0 | 0 | |
Goodwill, Net, Ending Balance | 6,068 | 6,309 | |
Changyou [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 297,999 | ||
Accumulated impairment losses, Beginning Balance | (39,002) | ||
Goodwill, Net, Beginning Balance | 258,997 | ||
Transactions in 2015 | |||
Goodwill associated with the acquisition of 7Road de-recognized upon the sale of the 7Road business | [1] | (109,735) | |
Goodwill impairment loss related to MoboTap Inc. ("MoboTap") | [2] | (29,569) | |
Goodwill associated with the acquisition of Doyo transferred to held-for-sale assets and impaired | [3] | (7,352) | |
Foreign currency translation adjustment | (898) | ||
Goodwill, Net, Ending Balance | 111,443 | 111,443 | |
Goodwill, Ending Balance | 181,890 | 181,890 | |
Accumulated impairment losses, Ending Balance | (70,447) | (70,447) | |
Goodwill, Net, Ending Balance | $ 111,443 | $ 258,997 | |
[1] | Note (1): The $109.7 million goodwill associated with the acquisition of 7Road was de-recognized due to Changyou's sale of the 7Road business in the third quarter of 2015. | ||
[2] | Note (2): In the third quarter of 2015, Changyou's management concluded that MoboTap was unable to provide expected synergies with Changyou's platform business, and performed a goodwill impairment test for the goodwill generated in the acquisition of MoboTap. As a result, Changyou recorded $29.6 million in goodwill impairment losses. | ||
[3] | Note (3): Of the $7.4 million in goodwill associated with the acquisition of Doyo, $ 5.5 million was transferred to held-for-sale assets and $1.9 million was recognized as a goodwill impairment loss in the third quarter of 2015. |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Goodwill [Line Items] | ||
Goodwill associated with the acquisition of 7Road de-recognized | $ 109,700 | $ 109,735 |
Goodwill associated with the acquisition of Doyo | $ 7,352 | |
Doyo [Member] | ||
Goodwill [Line Items] | ||
Goodwill impairment loss | 1,900 | |
Goodwill associated with the acquisition of Doyo | 7,400 | |
Goodwill transferred to held-for-sale assets | 5,500 | |
Changyou [Member] | MoboTap [Member] | ||
Goodwill [Line Items] | ||
Goodwill impairment loss | $ 29,600 |
Taxation (PRC Corporate Income
Taxation (PRC Corporate Income Tax, Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax and Tax Rate [Line Items] | |
Unified income tax rate | 25.00% |
High and New Technology Enterprises [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 15.00% |
Preferential income tax rate period (years) | 3 years |
Software Enterprise [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 12.50% |
Preferential income tax rate period (years) | 3 years |
Income tax exemption period beginning with first profitable year | 2 years |
Tax rate reduction rate | 50.00% |
Software Enterprise [Member] | Gamespace [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 12.50% |
Preferential income tax rate period (years) | 3 years |
Tax rate reduction rate | 50.00% |
Software Enterprise [Member] | 7Road Technology [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 12.50% |
Preferential income tax rate period (years) | 3 years |
Tax rate reduction rate | 50.00% |
Key National Software Enterprise [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 10.00% |
Preferential income tax rate period (years) | 2 years |
Key National Software Enterprise [Member] | AmazGame [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 10.00% |
Preferential income tax rate period (years) | 2 years |
Taxation (PRC Withholding Tax o
Taxation (PRC Withholding Tax on Dividends, Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Withholding tax on dividends [Line Items] | |
Withholding tax rate on dividends, foreign invested enterprises distributed to holding companies outside Mainland China | 10.00% |
Changyou [Member] | |
Withholding tax on dividends [Line Items] | |
Deferred tax liabilities related to withholding tax | $ 24.1 |
Hong Kong [Member] | |
Withholding tax on dividends [Line Items] | |
Preferential withholding tax rate on dividends, distributed to holding companies outside Mainland China | 5.00% |
Taxation (PRC Value Added Tax a
Taxation (PRC Value Added Tax and Business Tax, Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Brand advertising and search and search related business as well as revenues from Changyou's Web game operations not developed in house, licensed mobile games and mobile-related services [Member] | |
Business Tax and Value Added Tax [Line Items] | |
Output VAT | 6.00% |
PC games operations and self-developed mobile games revenues [Member] | |
Business Tax and Value Added Tax [Line Items] | |
Business tax rate | 5.00% |
Taxation (U.S. Corporate Income
Taxation (U.S. Corporate Income Tax, Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Maximum [Member] | |
U.S. Corporate Income Tax [Line Items] | |
U.S. corporate income tax rate | 35.00% |
Taxation (Uncertain Tax Positio
Taxation (Uncertain Tax Positions, Narrative) (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Taxation [Abstract] | |
Recognized tax payable | $ 14.6 |
Commitments and Contingencies48
Commitments and Contingencies (Contractual Obligations) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Contractual Obligation [Line Items] | |
Total contractual obligation | $ 711,636 |
Repayment of principal of bank loans [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 344,500 |
Purchases of content and services - video [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 149,737 |
Purchases of bandwidth [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 64,719 |
Purchase of cinema advertisement slot rights [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 54,849 |
Operating leases obligations [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 31,241 |
Expenditures for operating rights for licensed games with technological feasibility [Member] | PC games [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 24,984 |
Expenditures for operating rights for licensed games with technological feasibility [Member] | Mobile games [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 2,911 |
Purchase of content and services - others [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 14,192 |
Interest payment commitment [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 11,819 |
Fees for operating rights for licensed games in development [Member] | PC games [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 1,520 |
Fees for operating rights for licensed games in development [Member] | Mobile games [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | 3,086 |
Others [Member] | |
Contractual Obligation [Line Items] | |
Total contractual obligation | $ 8,078 |
Contingent Consideration (Detai
Contingent Consideration (Details) - Changyou [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Mar. 31, 2015 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration reclassed to other short-term liabilities | $ 6 | |
Doyo [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Aggregate cash consideration | $ 2.9 | |
Forgiveness of contingent consideration | $ 6 |
VIEs (VIEs Consolidated within
VIEs (VIEs Consolidated within Sohu Group, Basic Information, Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Jun. 30, 2015 | Sep. 30, 2015 | |
Consolidated VIEs [Member] | ||
Variable Interest Entity [Line Items] | ||
Aggregate amount of loans due from related parties | $ 12.6 | |
Registered capital and PRC statutory reserves | 78.6 | |
High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 4.6 | |
High Century [Member] | Dr. Charles Zhang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 80.00% | |
High Century [Member] | Wei Li [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 20.00% | |
Sohu Internet [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.6 | |
Sohu Internet [Member] | High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 75.00% | |
Sohu Internet [Member] | Heng Da Yi Tong [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 25.00% | |
Donglin [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.5 | |
Donglin [Member] | High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Transferred equity interest to new shareholders | 50.00% | |
Donglin [Member] | Sohu Internet [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Heng Da Yi Tong [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.2 | |
Heng Da Yi Tong [Member] | Dr. Charles Zhang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 80.00% | |
Heng Da Yi Tong [Member] | Wei Li [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 20.00% | |
Focus Interactive [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.6 | |
Focus Interactive [Member] | High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Transferred equity interest to new shareholders | 100.00% | |
Focus Interactive [Member] | Heng Da Yi Tong [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Tianjin Jinhu [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 0.5 | |
Tianjin Jinhu [Member] | Ye Deng [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Tianjin Jinhu [Member] | Xuemei Zhang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Guangzhou Qianjun [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 3.3 | |
Guangzhou Qianjun [Member] | Tianjin Jinhu [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Sogou Information [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 2.5 | |
Sogou Information [Member] | High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 45.00% | |
Sogou Information [Member] | Xiaochuan Wang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 10.00% | |
Sogou Information [Member] | Tencent [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 45.00% | |
Gamease [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.3 | |
Gamease [Member] | High Century [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Changyou Star [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 0.2 | |
Changyou Star [Member] | Dewen Chen [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Changyou Star [Member] | Jie Liu [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Guanyou Gamespace [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.5 | |
Guanyou Gamespace [Member] | Changyou Star [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Shanghai ICE [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.2 | |
Shanghai ICE [Member] | Runa Pi [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Shanghai ICE [Member] | Rong Qi [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Wuhan Baina Information [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 3 | |
Wuhan Baina Information [Member] | Gamease [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 60.00% | |
Wuhan Baina Information [Member] | Yongzhi Yang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 40.00% |
VIEs (VIEs Consolidated withi51
VIEs (VIEs Consolidated within Sohu Group, Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
ASSETS | ||||||
Cash and cash equivalents | $ 1,073,879 | $ 840,896 | $ 1,073,879 | $ 840,896 | $ 876,340 | $ 1,287,288 |
Restricted time deposit | 241,680 | 241,680 | 282,186 | |||
Accounts receivable, net | 285,296 | 285,296 | 230,401 | |||
Prepaid and other current assets | 161,764 | 161,764 | 116,704 | |||
Held-for-sale assets | 10,080 | 10,080 | 0 | |||
Fixed assets, net | 523,867 | 523,867 | 540,778 | |||
Goodwill | 155,018 | 155,018 | 303,426 | |||
Long-term investments, net | 65,480 | 65,480 | 24,067 | |||
Intangible assets, net | 62,870 | 62,870 | 110,691 | |||
Other non-current assets | 32,590 | 32,590 | 37,344 | |||
LIABILITIES | ||||||
Accounts payable | 131,782 | 131,782 | 127,758 | |||
Accrued liabilities | 317,345 | 317,345 | 239,231 | |||
Receipts in advance and deferred revenue | 137,583 | 137,583 | 127,740 | |||
Held-for-sale liabilities | 1,251 | 1,251 | 0 | |||
Other long-term liabilities | 360,688 | 360,688 | 383,818 | |||
Net revenue | 522,090 | 430,415 | 1,470,988 | 1,195,881 | ||
Net loss | 93,174 | (31,898) | 100,058 | (138,473) | ||
Cash flows | ||||||
Net cash provided by /(used in) operating activities | 357,463 | 94,785 | ||||
Net cash provided by /(used in) investing activities | (108,492) | (418,097) | ||||
Net cash provided by /(used in) financing activities | (43,146) | (118,888) | ||||
Consolidated VIEs [Member] | ||||||
ASSETS | ||||||
Cash and cash equivalents | 113,988 | 113,988 | 39,534 | |||
Restricted time deposit | 283 | 283 | 294 | |||
Accounts receivable, net | 159,027 | 159,027 | 129,881 | |||
Prepaid and other current assets | 47,981 | 47,981 | 23,827 | |||
Held-for-sale assets | 10,080 | 10,080 | 0 | |||
Intercompany receivables due from the Company's subsidiaries | 152,825 | 152,825 | 176,902 | |||
Total current assets | 484,184 | 484,184 | 370,438 | |||
Fixed assets, net | 8,318 | 8,318 | 12,597 | |||
Goodwill | 36,738 | 36,738 | 154,774 | |||
Long-term investments, net | 15,854 | 15,854 | 7,348 | |||
Intangible assets, net | 21,585 | 21,585 | 39,726 | |||
Other non-current assets | 68,337 | 68,337 | 71,767 | |||
Total assets | 635,016 | 635,016 | 656,650 | |||
LIABILITIES | ||||||
Accounts payable | 33,095 | 33,095 | 3,495 | |||
Accrued liabilities | 75,198 | 75,198 | 78,051 | |||
Receipts in advance and deferred revenue | 48,028 | 48,028 | 53,641 | |||
Held-for-sale liabilities | 1,251 | 1,251 | 0 | |||
Other current liabilities | 139,770 | 139,770 | 53,564 | |||
Intercompany payables due to the Company's subsidiaries | 196,052 | 196,052 | 259,009 | |||
Total current liabilities | 493,394 | 493,394 | 447,760 | |||
Other long-term liabilities | 23,503 | 23,503 | 25,262 | |||
Total liabilities | 516,897 | 516,897 | $ 473,022 | |||
Net revenue | 309,866 | 262,280 | 926,460 | 767,529 | ||
Net loss | $ (45,863) | $ (16,862) | (63,402) | (105,385) | ||
Sohu's VIEs [Member] | ||||||
Cash flows | ||||||
Net cash provided by /(used in) operating activities | 17,450 | 15,751 | ||||
Net cash provided by /(used in) investing activities | (11,182) | (2,795) | ||||
Net cash provided by /(used in) financing activities | 2,286 | 0 | ||||
Changyou's VIEs [Member] | ||||||
Cash flows | ||||||
Net cash provided by /(used in) operating activities | (34,119) | 16,970 | ||||
Net cash provided by /(used in) investing activities | 17,389 | (112,013) | ||||
Net cash provided by /(used in) financing activities | $ 0 | $ (793) |
VIEs (VIEs Consolidated withi52
VIEs (VIEs Consolidated within Sohu Group, Summary of Significant Agreements Currently in Effect, Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Sogou Technology [Member] | Shareholders of Sogou Information [Member] | |
Variable Interest Entity [Line Items] | |
Powers of attorney term | 10 years |
Sogou Technology [Member] | Sogou Information [Member] | |
Variable Interest Entity [Line Items] | |
Exclusive technology consulting and service agreement term | 10 years |
Business cooperation agreement term | 10 years |
Sogou Technology [Member] | Sogou Information [Member] | Shareholders of Sogou Information [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
Video Tianjin [Member] | Shareholders of Tianjin Jinhu [Member] | |
Variable Interest Entity [Line Items] | |
Powers of attorney term | 10 years |
Video Tianjin [Member] | Tianjin Jinhu [Member] | |
Variable Interest Entity [Line Items] | |
Exclusive technology consulting and service agreement term | 10 years |
Video Tianjin [Member] | Tianjin Jinhu [Member] | Shareholders of Tianjin Jinhu [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
AmazGame [Member] | Shareholders of Gamease [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
Powers of attorney term | 10 years |
Gamespace [Member] | Shareholders of Guanyou Gamespace [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
Powers of attorney term | 10 years |
Sohu Era [Member] | Sohu Internet [Member] | |
Variable Interest Entity [Line Items] | |
Exclusive technology consulting and service agreement term | 2 years |
VIEs (VIEs Not Consolidated wit
VIEs (VIEs Not Consolidated within Sohu Group, Narrative) (Details) | Sep. 30, 2015Entities |
VIEs [Abstract] | |
Number of VIEs not consolidated | 2 |
Sohu.com Inc. Shareholders' E54
Sohu.com Inc. Shareholders' Equity (Treasury Stock) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Sohu [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased | 0 | 0 | 0 | 0 |
Sohu.com Inc. Shareholders' E55
Sohu.com Inc. Shareholders' Equity (Sohu's 2000 Stock Incentive Plan, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 24, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |
Sohu 2000 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 1,400,000 | |
Sohu 2000 Stock Incentive Plan [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 9,500,000 | 9,500,000 | |||
Awards vesting period | 4 years | ||||
Maximum term of share rights granted under share incentive plan | 10 years | ||||
Plan expiration date | Jan. 24, 2010 | ||||
Accumulated number of shares issued | 9,128,724 |
Sohu.com Inc. Shareholders' E56
Sohu.com Inc. Shareholders' Equity (Sohu's 2000 Stock Incentive Plan, Share Option Activity) (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)Years$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Years$ / sharesshares | Sep. 30, 2014USD ($) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |
Sohu 2000 Stock Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 0 | 0 | $ 0 | 1,400,000 | |
Sohu 2000 Stock Incentive Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Outstanding, Beginning Balance | shares | 110,000 | ||||
Number of Shares, Exercised | shares | (110,000) | ||||
Number of Shares, Forfeited or expired | shares | 0 | ||||
Number of Shares, Outstanding, Ending Balance | shares | 0 | 0 | |||
Number of Shares, Vested, Ending balance | shares | 0 | 0 | |||
Number of Shares, Exercisable, Ending balance | shares | 0 | 0 | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 19.20 | ||||
Weighted Average Exercise Price, Exercised | $ / shares | 19.20 | ||||
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0 | 0 | |||
Weighted Average Exercise Price, Vested, Ending Balance | $ / shares | 0 | 0 | |||
Weighted Average Exercise Price, Exercisable, Ending Balance | $ / shares | $ 0 | $ 0 | |||
Weighted Average Remaining Contractual Life (Years), Outstanding, Beginning balance | Years | 0.41 | ||||
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | Years | 0 | 0 | |||
Weighted Average Remaining Contractual Life (Years), Vested, Ending Balance | Years | 0 | 0 | |||
Weighted Average Remaining Contractual Life (Years), Exercisable, Ending Balance | Years | 0 | 0 | |||
Aggregate Intrinsic Value, Outstanding, Beginning balance | [1] | $ 3,737,000 | |||
Aggregate Intrinsic Value, Outstanding, Ending balance | [1] | $ 0 | 0 | ||
Aggregate Intrinsic Value, Vested, Ending Balance | [1] | 0 | 0 | ||
Aggregate Intrinsic Value, Exercisable, Ending Balance | [1] | $ 0 | $ 0 | ||
Closing stock price | $ / shares | $ 41.3 | $ 41.3 | |||
Total intrinsic value of share options exercised in period | $ 4,500,000 | ||||
Number of options granted in period | shares | 0 | ||||
Share-based compensation expense | $ 0 | 0 | $ 0 | 0 | |
Total cash received from the exercise of share options | $ 100,000 | $ 100,000 | $ 2,100,000 | $ 500,000 | |
[1] | Note (1): The aggregate intrinsic value in the preceding table represents the difference between Sohu's closing stock price of $41.3 on September 30, 2015 and the exercise price of share options. The total intrinsic value of share options exercised for the nine months ended September 30, 2015 was $4.5 million. |
Sohu.com Inc. Shareholders' E57
Sohu.com Inc. Shareholders' Equity (Sohu's 2000 Stock Incentive Plan, Restricted Share Unit Activity) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 |
Sohu 2000 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | 0 | 0 | 1,400,000 |
Sohu 2000 Stock Incentive Plan [Member] | Restricted Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 0 | $ 0 | 1,400,000 | |
Total fair value of restricted share units vested | $ 0 | $ 9,300,000 |
Sohu.com Inc. Shareholders' E58
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Narrative) (Details) - Sohu 2010 Stock Incentive Plan [Member] - shares | 9 Months Ended | |
Sep. 30, 2015 | Jul. 02, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum term of share rights granted under share incentive plan | 10 years | |
Plan expiration date | Jul. 1, 2020 | |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 1,500,000 | |
Shares available for grant | 254,794 |
Sohu.com Inc. Shareholders' E59
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Share Option Activity, Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Feb. 07, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 | |
Sohu 2010 Stock Incentive Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 1,068,000 | ||||
Installments of share options granted | Four equal installments | ||||
Awards vesting period | 4 years | ||||
Share-based compensation expense | $ 1,700 | $ 13,300 | |||
Sohu 2010 Stock Incentive Plan [Member] | Stock Options [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 1,068,000 | ||||
Exercise prices of option granted | $ 0.001 |
Sohu.com Inc. Shareholders' E60
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Restricted Share Unit Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 |
Sohu 2010 Stock Incentive Plan [Member] | Restricted Share Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Units, Unvested, Beginning balance | 67 | |||
Number of Units, Granted | 17 | |||
Number of Units, Vested | (11) | |||
Number of Units, Forfeited | (15) | |||
Number of Units, Unvested, Ending balance | 58 | 58 | ||
Number of Units, Expected to vest thereafter | 44 | 44 | ||
Weighted-Average Grant-Date Fair Value, Unvested, Beginning balance | $ 78.16 | |||
Weighted-Average Grant-Date Fair Value, Granted | 53.71 | |||
Weighted-Average Grant-Date Fair Value, Vested | 58.04 | |||
Weighted-Average Grant-Date Fair Value, Forfeited | 83.80 | |||
Weighted-Average Grant-Date Fair Value, Unvested, Ending balance | $ 73.57 | 73.57 | ||
Weighted-Average Grant-Date Fair Value, Expected to vest thereafter | $ 72.81 | $ 72.81 | ||
Share-based compensation expense | $ 600 | 1,300 | $ 1,800 | 3,800 |
Unrecognized compensation expense | 1,700 | $ 1,700 | ||
Unrecognized compensation expense, weighted average period for recognition | 10 months 28 days | |||
Total fair value of restricted share units vested | $ 300 | $ 200 | $ 700 | $ 200 |
Sohu.com Inc. Shareholders' E61
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 22, 2014 | Jun. 15, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |||
Sogou [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | [1],[2] | (1,230,000) | 13,098,000 | $ 5,706,000 | 36,033,000 | ||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum term of share rights granted under share incentive plan | 10 years | ||||||
Plan expiration date | Oct. 19, 2020 | ||||||
Share-based compensation expense | (400,000) | $ 9,800,000 | $ 3,500,000 | $ 10,700,000 | |||
Unrecognized compensation expense | $ 4,500,000 | $ 4,500,000 | |||||
Unrecognized compensation expense, weighted average period for recognition | 3 months 29 days | ||||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance | 41,500,000 | ||||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 33,309,513 | 33,309,513 | |||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | Vesting upon Service Period and Achievement of Performance Targets [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 24,869,513 | 24,869,513 | |||||
Installments of share options granted | Four equal installments | ||||||
Number of options for which performance targets had been set | 23,135,637 | 23,135,637 | |||||
Number of options vested and exercisable | 21,274,249 | 21,274,249 | |||||
Accumulated number of share options exercised | 18,984,555 | 18,984,555 | |||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | Vesting upon Completion of Sogou's IPO and Expiration of All Underwriters' Lockup Periods [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 8,440,000 | 8,440,000 | |||||
Installments of share options granted | Four or five equal installments | ||||||
Share-based compensation expense | $ 0 | $ 0 | |||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | Vesting upon Completion of Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 3,960,000 | ||||||
Installments of share options granted | Four equal installments | ||||||
Starting date of waiting period for certain events which all installments of remaining options will cease to vest If there has not | Jun. 15, 2013 | ||||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. | ||||||
[2] | Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. |
Sohu.com Inc. Shareholders' E62
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Activity) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] - Stock Options [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2015Years$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 19,117 |
Number of Shares, Granted | 1,509 |
Number of Shares, Exercised | (3,692) |
Number of Shares, Forfeited or expired | (4,343) |
Number of Shares, Outstanding, Ending Balance | 12,591 |
Number of Shares, Vested and expected to vest thereafter, Ending balance | 3,827 |
Number of Shares, Exercisable, Ending balance | 2,290 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.236 |
Weighted Average Exercise Price, Granted | $ / shares | 0.001 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.001 |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.001 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.358 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | Years | 7.32 |
Sohu.com Inc. Shareholders' E63
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Assumptions) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected option life | 8 years |
Dividend yield | 0.00% |
Fair value | $ 3.58 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.48% |
Exercise multiple | 2 |
Expected forfeiture rate (post-vesting) | 1.00% |
Volatility rate | 47.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.77% |
Exercise multiple | 3 |
Expected forfeiture rate (post-vesting) | 12.00% |
Volatility rate | 51.00% |
Sohu.com Inc. Shareholders' E64
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Assumptions, Narrative) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Contract life of the option | 10 years |
Dividend yield | 0.00% |
Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 2 |
Estimated forfeiture rate | 12.00% |
Management [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 3 |
Estimated forfeiture rate | 1.00% |
Sohu.com Inc. Shareholders' E65
Sohu.com Inc. Shareholders' Equity (Sohu Management Sogou Share Option Arrangement, Narrative) (Details) - USD ($) | Apr. 14, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |||
Sogou [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | [1],[2] | (1,230,000) | 13,098,000 | 5,706,000 | 36,033,000 | ||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 0 | $ 2,300,000 | 700,000 | $ 3,600,000 | |||
Unrecognized compensation expense | $ 0 | $ 0 | |||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance | 12,000,000 | ||||||
Sogou's ordinary shares previously held by Sohu | 8,800,000 | ||||||
Sogou's newly-issued shares | 3,200,000 | ||||||
Sogou's newly-issued shares, price per share | $ 0.625 | ||||||
Sogou's newly-issued shares, value | $ 2,000,000 | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 10,724,500 | 10,724,500 | |||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | Vesting upon Service Period and Achievement of Performance Targets [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options for which performance targets had been set | 8,154,500 | 8,154,500 | |||||
Number of options vested and exercisable | 8,064,740 | 8,064,740 | |||||
Accumulated number of share options exercised | 6,979,700 | 6,979,700 | |||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | Vesting upon Completion of Sogou's IPO and Expiration of All Underwriters' Lockup Periods [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 2,400,000 | 2,400,000 | |||||
Installments of share options granted | Five equal installments | ||||||
Share-based compensation expense | $ 0 | $ 0 | |||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | Management and Key Employees [Member] | Vesting upon Service Period and Achievement of Performance Targets [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 8,309,500 | 8,309,500 | |||||
Installments of share options granted | Four equal installments | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | Board of Directors [Member] | Vesting upon Service Period and Achievement of Performance Targets [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 15,000 | 15,000 | |||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fixed exercise price of ordinary share | $ 0.001 | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fixed exercise price of ordinary share | $ 0.625 | ||||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. | ||||||
[2] | Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. |
Sohu.com Inc. Shareholders' E66
Sohu.com Inc. Shareholders' Equity (Sohu Management Sogou Share Option Arrangement, Share Option Activity) (Details) - Sogou [Member] - Sohu Management Sogou Share Option Arrangement [Member] - Stock Options [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2015Years$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 4,165 |
Number of Shares, Granted | 15 |
Number of Shares, Exercised | (584) |
Number of Shares, Forfeited or expired | (6) |
Number of Shares, Outstanding, Ending Balance | 3,590 |
Number of Shares, Vested and expected to vest thereafter, Ending balance | 1,085 |
Number of Shares, Exercisable, Ending balance | 1,085 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.625 |
Weighted Average Exercise Price, Granted | $ / shares | 0.001 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.625 |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.625 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.622 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | Years | 6.90 |
Sohu.com Inc. Shareholders' E67
Sohu.com Inc. Shareholders' Equity (Sohu Management Sogou Share Option Arrangement, Share Option Assumptions) (Details) - Sogou [Member] - Sohu Management Sogou Share Option Arrangement [Member] - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 3.01% |
Exercise multiple | 3 |
Expected forfeiture rate (post-vesting) | 0.00% |
Weighted average expected option life | 10 years |
Volatility rate | 53.00% |
Dividend yield | 0.00% |
Fair value | $ 7.03 |
Sohu.com Inc. Shareholders' E68
Sohu.com Inc. Shareholders' Equity (Sogou Inc. Share-based Awards, Option Modification) (Details) - Sogou [Member] | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Incremental compensation expense | $ | $ 0 |
Ordinary shares [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accumulated number of share options early exercised | 11,701,000 |
Sogou 2010 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accumulated number of share options early exercised | 11,660,200 |
Sohu Management Sogou Share Option Arrangement [Member] | Ordinary shares [Member] | Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accumulated number of share options early exercised | 40,800 |
Sohu.com Inc. Shareholders' E69
Sohu.com Inc. Shareholders' Equity (Tencent Share-based Awards Granted to Employees Who Transferred to Sogou with Soso Search-related Businesses) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May. 31, 2014 | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 | ||
Tencent [Member] | Ordinary shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock split, conversion ratio | 5 | |||||
Sogou [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | [1],[2] | (1,230) | $ 13,098 | 5,706 | $ 36,033 | |
Sogou [Member] | Tencent [Member] | Tencent Share-based Awards Related to Soso [Member] | Restricted Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | (900) | 1,500 | ||||
Unrecognized compensation expense | $ 1,000 | $ 1,000 | ||||
Unrecognized compensation expense, weighted average period for recognition | 2 years 2 months 16 days | |||||
Sogou [Member] | Tencent [Member] | Tencent Share-based Awards Related to Soso [Member] | Ordinary shares [Member] | Restricted Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance | shares | 169,550 | 169,550 | ||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. | |||||
[2] | Note (2): Sogou share-based awards also include compensation expense for Tencent restricted share units that Tencent had granted to employees who transferred to Sogou with the Soso search-related businesses, and compensation expense equal to the excess of the repurchase price paid to employees over the fair value at the repurchase date of Sogou Class A Ordinary Shares that Sogou repurchased in the second quarter of 2014. |
Sohu.com Inc. Shareholders' E70
Sohu.com Inc. Shareholders' Equity (Changyou's 2008 Stock Incentive Plan, Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2009shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2008shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ (2,302) | $ 14,800 | $ 28,465 | $ 46,606 | |||
Changyou [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | [1] | (3,465) | 514 | $ 7,529 | 1,253 | ||
Changyou [Member] | Ordinary shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock split, conversion ratio | 10 | ||||||
Changyou [Member] | Changyou 2008 Share Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Awards vesting period | 4 years | ||||||
Maximum term of share rights granted under share incentive plan | 10 years | ||||||
Share-based compensation expense | $ | $ (300) | $ 500 | $ (300) | $ 1,200 | |||
Changyou [Member] | Changyou 2008 Share Incentive Plan [Member] | Ordinary shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares or units granted | 15,000,000 | 15,000,000 | |||||
Changyou [Member] | Changyou 2008 Share Incentive Plan [Member] | Ordinary shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 2,000,000 | ||||||
Shares reserved for future issuance as a result of share split | 20,000,000 | ||||||
Changyou [Member] | Changyou 2008 Share Incentive Plan [Member] | Ordinary shares [Member] | Restricted Share Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares or units granted | 4,614,098 | 4,614,098 | |||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Sohu.com Inc. Shareholders' E71
Sohu.com Inc. Shareholders' Equity (Share-based Awards Granted before Changyou's IPO, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |
Changyou [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | [1] | $ (3,465,000) | $ 514,000 | 7,529,000 | $ 1,253,000 |
Changyou [Member] | Changyou's Share-based Awards Granted before IPO [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 0 | ||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Sohu.com Inc. Shareholders' E72
Sohu.com Inc. Shareholders' Equity (Share-based Awards Granted after Changyou's IPO, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |
Changyou [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | [1] | (3,465,000) | 514,000 | $ 7,529,000 | 1,253,000 |
Changyou [Member] | Changyou's Share-based Awards Granted after IPO [Member] | Restricted Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards vesting period | 4 years | ||||
Share-based compensation expense | (300,000) | 500,000 | $ (300,000) | 1,200,000 | |
Unrecognized compensation expense | 100,000 | $ 100,000 | |||
Unrecognized compensation expense, weighted average period for recognition | 10 months 17 days | ||||
Total fair value of restricted share units vested | $ 0 | $ 0 | $ 700,000 | $ 440,000 | |
Changyou [Member] | Changyou's Share-based Awards Granted after IPO [Member] | Restricted Share Units [Member] | Ordinary shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares or units granted | 1,581,226 | 1,581,226 | |||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Sohu.com Inc. Shareholders' E73
Sohu.com Inc. Shareholders' Equity (Share-based Awards Granted after Changyou's IPO, Restricted Share Unit Activity) (Details) - Changyou [Member] - Changyou's Share-based Awards Granted after IPO [Member] - Restricted Share Units [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units, Unvested, Beginning balance | 220 |
Number of Units, Granted | 0 |
Number of Units, Vested | (47) |
Number of Units, Forfeited | (105) |
Number of Units, Unvested, Ending balance | 68 |
Number of Units, Expected to vest thereafter | 65 |
Weighted-Average Grant-Date Fair Value, Unvested, Beginning balance | $ / shares | $ 14.09 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 14.92 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 14.02 |
Weighted-Average Grant-Date Fair Value, Unvested, Ending balance | $ / shares | 13.64 |
Weighted-Average Grant-Date Fair Value, Expected to vest thereafter | $ / shares | $ 13.67 |
Sohu.com Inc. Shareholders' E74
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Narrative) (Details) - Changyou [Member] - Changyou 2014 Share Incentive Plan [Member] - Class A Ordinary Shares [Member] - shares | Sep. 30, 2015 | Nov. 02, 2014 | Jun. 27, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 6,000,000 | 2,000,000 | |
Shares available for grant | 2,404,000 |
Sohu.com Inc. Shareholders' E75
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Share Option Activity, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 01, 2015 | Feb. 16, 2015 | Nov. 02, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | ||||
Changyou [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | [1] | $ (3,465,000) | $ 514,000 | $ 7,529,000 | $ 1,253,000 | |||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Restricted Share Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares or units granted | 16,000 | 16,000 | 2,416,000 | |||||
Awards vesting period | 4 years | |||||||
Share-based compensation expense | $ 0 | $ (17,000) | ||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares or units granted | 1,998,000 | |||||||
Number of Class A restricted share units approved to converted into options | 2,400,000 | |||||||
Installments of share options granted | Four equal installments | |||||||
Awards vesting period | 4 years | |||||||
Share-based compensation expense | $ 3,200,000 | $ 7,700,000 | ||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Class A restricted share units approved to converted into options | 2,400,000 | |||||||
Exercise prices of option granted | $ 0.01 | |||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Restricted Share Units [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares or units granted | 1,998,000 | |||||||
Exercise prices of option granted | $ 0.01 | |||||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Sohu.com Inc. Shareholders' E76
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Restricted Share Unit Activity, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 02, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | ||
Changyou [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | [1] | $ (3,465,000) | $ 514,000 | $ 7,529,000 | $ 1,253,000 | |
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Restricted Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares or units granted | 16,000 | 16,000 | 2,416,000 | |||
Awards vesting period | 4 years | |||||
Share-based compensation expense | $ 0 | $ (17,000) | ||||
Unrecognized compensation expense | $ 0 | $ 0 | ||||
[1] | Note (1): The negative amount resulted from re-measured compensation expense based on the then-current fair value of the awards on September 30, 2015 as well as a true-up of share-based compensation expense for forfeited share options and restricted share units for Sogou and Changyou share-based awards. |
Sohu.com Inc. Shareholders' E77
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Restricted Share Unit Activity) (Details) - Changyou [Member] - Changyou 2014 Share Incentive Plan [Member] - Class A Restricted Share Units [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units, Unvested, Beginning balance | 16 |
Number of Units, Granted | 0 |
Number of Units, Vested | 0 |
Number of Units, Forfeited | (16) |
Number of Units, Unvested, Ending balance | 0 |
Number of Units, Expected to vest thereafter | 0 |
Weighted-Average Grant-Date Fair Value, Unvested, Beginning balance | $ / shares | $ 12.64 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | $ 12.64 |
Sohu.com Inc. Shareholders' E78
Sohu.com Inc. Shareholders' Equity (Sohu Video Share-based Awards, Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 04, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ (2,302,000) | $ 14,800,000 | $ 28,465,000 | $ 46,606,000 | |
Sohu Video [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 99,000 | (149,000) | $ 199,000 | 4,078,000 | |
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term of share rights granted under share incentive plan | 10 years | ||||
Plan expiration date | Jan. 3, 2021 | ||||
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | Ordinary shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance | 25,000,000 | ||||
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | Ordinary shares [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 16,368,200 | 16,368,200 | |||
Number of options vested | 4,972,800 | 4,972,800 | |||
Share-based compensation expense | $ 99,000 | $ (100,000) | $ 199,000 | $ 4,100,000 |
Sohu.com Inc. Shareholders' E79
Sohu.com Inc. Shareholders' Equity (Sohu Video Share-based Awards, Share Option Assumptions) (Details) - Sohu Video [Member] - Video 2011 Share Incentive Plan [Member] - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.24% |
Exercise multiple | 2.8 |
Expected forfeiture rate (post-vesting) | 10.00% |
Weighted average expected option life | 6 years 3 months 18 days |
Volatility rate | 58.00% |
Dividend yield | 0.00% |
Fair value | $ 0.85 |
Changyou Share Repurchase Pro80
Changyou Share Repurchase Program (Details) - Changyou [Member] - Changyou Share Repurchase Program Authorized in 2013 [Member] - USD ($) $ in Millions | Jul. 27, 2013 | Sep. 30, 2015 | Jul. 26, 2015 |
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase program, aggregate cost | $ 13.2 | ||
Aggregate repurchased shares, cost | $ 35 | ||
ADS [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase program, authorized amount | $ 100 | ||
Share repurchase program, period in force | 2 years | ||
Share repurchase program, shares repurchased | 557,600 | ||
Aggregate repurchased shares | 1,364,846 | ||
Ordinary shares [Member] | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase program, shares repurchased | 1,115,200 | ||
Aggregate repurchased shares | 2,729,692 |
Business Transactions (Changyou
Business Transactions (Changyou-related Transactions)(Details) - Changyou-related Transactions [Member] - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2015 | Aug. 17, 2015 | |
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Aggregate cash consideration | $ 205 | |
Disposal gain recognized in business transaction, before tax | $ 55.1 |
Business Transactions (Sogou Tr
Business Transactions (Sogou Transactions, Newly-issued Series A Preferred Shares and Sogou-Tencent Transactions)(Details) shares in Millions, $ in Millions | Dec. 02, 2013USD ($) | Sep. 17, 2013USD ($) | Sep. 16, 2013USD ($)Designees | Sep. 30, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Mar. 31, 2014USD ($)shares | Jun. 29, 2012USD ($)shares | Oct. 22, 2010USD ($)shares |
Sogou [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Equity interest held by parent company | 36.00% | |||||||
Voting power held by parent pursuant to Shareholders Agreement | 52.00% | |||||||
Sogou [Member] | Series A Preferred Shares [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Special dividend paid to Series A Preferred Shareholders by Sogou | $ 300.9 | |||||||
Sogou [Member] | Series A Preferred Shares [Member] | Alibaba Investment Limited [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Newly-issued Series A Preferred Shares, shares | shares | 24 | |||||||
Newly-issued Series A Preferred Shares, value | $ 15 | |||||||
Purchase of Series A Preferred Shares, shares | shares | 24 | |||||||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 25.8 | |||||||
Sogou [Member] | Series A Preferred Shares [Member] | China Web [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Newly-issued Series A Preferred Shares, shares | shares | 14.4 | |||||||
Newly-issued Series A Preferred Shares, value | $ 9 | |||||||
Purchase of Series A Preferred Shares, shares | shares | 14.4 | |||||||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 47.3 | |||||||
Special dividend paid to Series A Preferred Shareholders by Sogou | 96.7 | |||||||
Sogou [Member] | Series A Preferred Shares [Member] | Photon [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Newly-issued Series A Preferred Shares, shares | shares | 38.4 | |||||||
Newly-issued Series A Preferred Shares, value | $ 24 | |||||||
Purchase of Series A Preferred Shares, shares | shares | 6.4 | |||||||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 21 | |||||||
Special dividend paid to Series A Preferred Shareholders by Sogou | 43 | |||||||
Sogou [Member] | Series A Preferred Shares [Member] | Sohu Search [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Purchase of Series A Preferred Shares, shares | shares | 24 | |||||||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 78.8 | |||||||
Special dividend paid to Series A Preferred Shareholders by Sogou | $ 161.2 | |||||||
Sogou [Member] | Series B Preferred Shares and Class B Ordinary Shares [Member] | Tencent [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Cash proceeds from Tencent | $ 448 | |||||||
Sogou [Member] | Class A Ordinary Shares [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Shares repurchased | shares | 4.2 | |||||||
Aggregate purchase price | $ 41.6 | |||||||
Sogou Information [Member] | Tencent [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Cash proceeds from Tencent | $ 1.5 | |||||||
Ownership percentage held by Tencent | 45.00% | |||||||
Sogou Information [Member] | Series A Preferred Shares [Member] | Tencent [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of designees to elect directors by shareholder | Designees | 2 | |||||||
Sogou Information [Member] | Series A Preferred Shares [Member] | Sohu Search [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Number of designees to elect directors by shareholder | Designees | 3 |
Business Transactions (Sogou 83
Business Transactions (Sogou Transactions, Sohu's Shareholding in Sogou) (Details) - Sogou [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Impact on Sohu Group's basic net income per share | $ / shares | $ 0 |
Ordinary Shares and Preferred Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 330,736,138 |
Sohu [Member] | Class A Ordinary Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 132,233,550 |
Shares to be purchased by Sohu management and key employees | 5,033,550 |
Photon [Member] | Series A Preferred Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 32,000,000 |
Tencent [Member] | Class A Ordinary Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 6,757,875 |
Tencent [Member] | Series B Preferred Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 65,431,579 |
Tencent [Member] | Non-voting Class B Ordinary Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 79,368,421 |
Various Employees of Sogou and Sohu [Member] | Class A Ordinary Shares [Member] | |
Shareholding in Independently Listed Subsidiary [Line Items] | |
Shares, outstanding | 14,944,713 |
Business Transactions (Sogou 84
Business Transactions (Sogou Transactions, Terms of Sogou Preferred Shares) (Details) - Sogou [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Series A Preferred Shares [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Dividend rate per annum per Preferred Share | $ 0.0375 |
Preferred share conversion price | $ 0.625 |
Series A Preferred Shares [Member] | Minimum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Times over original sales price preferred shareholders entitled to receive in event of liquidation | 1.3 |
Series A Preferred Shares [Member] | Maximum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Preferred share conversion price | $ 0.625 |
Series B Preferred Shares [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Dividend rate per annum per Preferred Share | 0.411 |
Preferred share conversion price | 7.267 |
Series B Preferred Shares [Member] | Minimum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Liquidation Preference Price | 6.847 |
Series B Preferred Shares [Member] | Maximum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Preferred share conversion price | $ 7.267 |
Noncontrolling Interest (Narrat
Noncontrolling Interest (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest in consolidated balance sheets | $ 449,996 | $ 449,996 | $ 487,245 | ||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | 42,142 | $ (4,760) | 107,345 | $ (19,138) | |
Sogou [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest in consolidated balance sheets | 96,561 | 96,561 | 145,538 | ||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | 35,930 | (3,977) | 74,212 | (12,712) | |
Changyou [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Noncontrolling interest in consolidated balance sheets | $ 353,435 | $ 353,435 | $ 341,707 | ||
Percentage of noncontrolling interest recognized in consolidated balance sheets | 31.00% | 31.00% | 32.00% | ||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | $ 6,212 | $ (783) | $ 33,133 | $ (7,191) | |
Percentage of net loss and net income attributable to noncontrolling interest recognized in consolidated statements of comprehensive income | 31.00% | 32.00% |
Noncontrolling Interest (Noncon
Noncontrolling Interest (Noncontrolling Interest in Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | $ 449,996 | $ 487,245 |
Sogou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | 96,561 | 145,538 |
Changyou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | $ 353,435 | $ 341,707 |
Noncontrolling Interest (Nonc87
Noncontrolling Interest (Noncontrolling Interest in Consolidated Statements of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Noncontrolling Interest [Line Items] | ||||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | $ 42,142 | $ (4,760) | $ 107,345 | $ (19,138) |
Sogou [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | 35,930 | (3,977) | 74,212 | (12,712) |
Changyou [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | 6,212 | (783) | 33,133 | (7,191) |
Others [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Net income /(loss) attributable to noncontrolling interest in consolidated statements of comprehensive income | $ 0 | $ 0 | $ 0 | $ 765 |
Net Income _(Loss) per Share (N
Net Income /(Loss) per Share (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | |
Sogou [Member] | |||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | |||||
Incremental dilution | $ 0 | $ (1,259) | $ 0 | $ (3,429) | |
Sogou [Member] | China Web [Member] | Series A Preferred Shares [Member] | |||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | |||||
Purchase of Series A Preferred Shares, shares | 14,400,000 | ||||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 47,300 | ||||
Deemed dividends | $ 27,700 | ||||
Sogou [Member] | Photon [Member] | Series A Preferred Shares [Member] | |||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | |||||
Purchase of Series A Preferred Shares, shares | 6,400,000 | 6,400,000 | |||
Purchase of Series A Preferred Shares, aggregate purchase price | $ 21,000 | $ 21,000 | |||
Deemed dividends | $ 11,900 | $ 11,900 | |||
Potential common shares issuable upon exercise or settlement of share-based awards [Member] | |||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | |||||
Anti-dilutive potential common shares | 32,000 | 64,000 |
Net Income _(Loss) per Share (C
Net Income /(Loss) per Share (Calculation of Sohu Group's Basic and Diluted Net Income /(Loss) per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income /(loss) attributable to Sohu.com Inc., basic (after subtracting the deemed dividend to noncontrolling Sogou Series A Preferred shareholders) | $ 39,121 | $ (27,138) | $ (19,198) | $ (147,082) |
Effect of dilutive securities | ||||
Net income /(loss) attributable to Sohu.com Inc., diluted | $ 38,797 | $ (28,402) | $ (20,082) | $ (150,511) |
Denominator: | ||||
Weighted average basic common shares outstanding | 38,633 | 38,485 | 38,582 | 38,457 |
Effect of dilutive securities | ||||
Share options and restricted share units | 32 | 0 | 0 | 0 |
Weighted average diluted common shares outstanding | 38,665 | 38,485 | 38,582 | 38,457 |
Basic net income /(loss) per share attributable to Sohu.com Inc. | $ 1.01 | $ (0.71) | $ (0.50) | $ (3.82) |
Diluted net income /(loss) per share attributable to Sohu.com Inc. | $ 1 | $ (0.74) | $ (0.52) | $ (3.91) |
Sogou [Member] | ||||
Effect of dilutive securities | ||||
Incremental dilution | $ 0 | $ (1,259) | $ 0 | $ (3,429) |
Changyou [Member] | ||||
Effect of dilutive securities | ||||
Incremental dilution | $ (324) | $ (5) | $ (884) | $ 0 |