Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
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 | 38,844,132 |
Trading Symbol | SOHU |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 968,949 | $ 1,050,957 |
Short-term investments | 282,976 | 247,926 |
Accounts receivable, net | 173,501 | 189,167 |
Assets held for sale | 0 | 103,079 |
Prepaid and other current assets (including $29,019 and $29,457, respectively, due from a related party as of December 31, 2016 and March 31,2017) | 257,046 | 260,133 |
Total current assets | 1,682,472 | 1,851,262 |
Fixed assets, net | 497,082 | 503,631 |
Goodwill | 152,957 | 68,290 |
Long-term investments, net | 75,153 | 74,273 |
Intangible assets, net | 37,994 | 32,131 |
Restricted time deposits | 269 | 269 |
Prepaid non-current assets | 4,547 | 4,734 |
Other assets | 25,953 | 29,100 |
Total assets | 2,476,427 | 2,563,690 |
LIABILITIES | ||
Accounts payable (including accounts payable of consolidated variable interest entities ("VIEs") without recourse to the Company of $15,824 and $17,599, respectively, as of December 31, 2016 and March 31, 2017) | 208,836 | 193,209 |
Accrued liabilities (including accrued liabilities of consolidated VIEs without recourse to the Company of $96,695 and $67,368, respectively, as of December 31, 2016 and March 31, 2017) | 292,820 | 324,876 |
Receipts in advance and deferred revenue (including receipts in advance and deferred revenue of consolidated VIEs without recourse to the Company of $44,797 and $45,163, respectively, as of December 31, 2016 and March 31, 2017) | 115,497 | 118,951 |
Accrued salary and benefits (including accrued salary and benefits of consolidated VIEs without recourse to the Company of $10,306 and $7,022, respectively, as of December 31, 2016 and March 31, 2017) | 71,331 | 92,475 |
Taxes payable (including taxes payable of consolidated VIEs without recourse to the Company of $11,475 and $12,980, respectively, as of December 31, 2016 and March 31, 2017) | 44,095 | 40,014 |
Liabilities held for sale (including liabilities held for sale of consolidated VIEs without recourse to the Company of $3,232 and nil, respectively, as of December 31, 2016 and March 31, 2017) | 0 | 3,902 |
Other short-term liabilities (including other short-term liabilities of consolidated VIEs without recourse to the Company of $89,994 and $90,363, respectively, as of December 31, 2016 and March 31, 2017, and due to a related party of $28,678 and $29,009, respectively, as of December 31, 2016 and March 31, 2017) | 159,475 | 159,315 |
Total current liabilities | 892,054 | 932,742 |
Long-term accounts payable (including long-term accounts payable of consolidated VIEs without recourse to the Company of both nil as of December 31, 2016 and March 31, 2017) | 1,046 | 744 |
Long-term taxes payable (including long-term taxes payable of consolidated VIEs without recourse to the Company of $13,463 and $13,537, respectively, as of December 31, 2016 and March 31, 2017) | 30,339 | 32,625 |
Deferred tax liabilities (including deferred tax liabilities of consolidated VIEs without recourse to the Company of $1,273 and $1,255, respectively, as of December 31, 2016 and March 31, 2017) | 40,669 | 39,784 |
Total long-term liabilities | 72,054 | 73,153 |
Total liabilities | 964,108 | 1,005,895 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Common stock: $0.001 par value per share (75,400 shares authorized; 38,742 shares and 38,844 shares, respectively, issued and outstanding as of December 31, 2016 and March 31, 2017) | 45 | 45 |
Additional paid-in capital | 824,488 | 821,867 |
Treasury stock (5,889 shares as of both December 31, 2016 and March 31, 2017) | (143,858) | (143,858) |
Accumulated other comprehensive income | 4,872 | 3,220 |
Retained earnings | 244,058 | 312,306 |
Total Sohu.com Inc. shareholders' equity | 929,605 | 993,580 |
Noncontrolling interest | 582,714 | 564,215 |
Total shareholders' equity | 1,512,319 | 1,557,795 |
Total liabilities and shareholders' equity | $ 2,476,427 | $ 2,563,690 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Due from a related party | $ 29,457 | $ 29,019 |
Accounts payable | 208,836 | 193,209 |
Accrued liabilities | 292,820 | 324,876 |
Receipts in advance and deferred revenue | 115,497 | 118,951 |
Accrued salary and benefits | 71,331 | 92,475 |
Taxes payable | 44,095 | 40,014 |
Liabilities held for sale | 0 | 3,902 |
Other short-term liabilities | 159,475 | 159,315 |
Due to a related party | 29,009 | 28,678 |
Long-term accounts payable | 1,046 | 744 |
Long-term taxes payable | 30,339 | 32,625 |
Deferred tax liabilities | $ 40,669 | $ 39,784 |
Common stock, par value per share (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 75,400 | |
Common stock, shares outstanding (in shares) | 38,844 | 38,742 |
Treasury stock, shares (in shares) | 5,889 | 5,889 |
Consolidated VIEs [Member] | ||
Accounts payable | $ 17,599 | $ 15,824 |
Accrued liabilities | 67,368 | 96,695 |
Receipts in advance and deferred revenue | 45,163 | 44,797 |
Accrued salary and benefits | 7,022 | 10,306 |
Taxes payable | 12,980 | 11,475 |
Liabilities held for sale | 0 | 3,232 |
Other short-term liabilities | 90,363 | 89,994 |
Long-term accounts payable | 0 | 0 |
Long-term taxes payable | 13,537 | 13,463 |
Deferred tax liabilities | $ 1,255 | $ 1,273 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Brand advertising (including revenues generated from a related party of $852 and nil, respectively, for the three months ended March 31, 2016 and March 31, 2017) | $ 81,412 | $ 125,503 |
Search and search-related | 142,035 | 133,814 |
Subtotal of online advertising revenues | 223,447 | 259,317 |
Online games | 85,325 | 102,529 |
Others | 65,331 | 46,106 |
Total revenues | 374,103 | 407,952 |
Cost of revenues: | ||
Brand advertising | 80,197 | 85,636 |
Search and search-related | 82,107 | 62,092 |
Subtotal of cost of online advertising revenues | 162,304 | 147,728 |
Online games | 16,505 | 26,133 |
Others | 40,070 | 18,986 |
Total cost of revenues | 218,879 | 192,847 |
Gross profit | 155,224 | 215,105 |
Operating expenses: | ||
Product development | 84,098 | 82,679 |
Sales and marketing (including expenses generated for a related party of $13 and $nil, respectively, for the three months ended March 31, 2016 and March 31, 2017) | 90,086 | 90,047 |
General and administrative | 28,350 | 27,607 |
Total operating expenses | 202,534 | 200,333 |
Operating profit /(loss) | (47,310) | 14,772 |
Other income/(expense), net | 4,099 | 3,924 |
Interest income (including interest income generated from a related party of $221 and $280, respectively, for the three months ended March 31, 2016 and March 31, 2017) | 4,471 | 5,837 |
Interest expense (including interest expense generated from a related party of $81 and $177, respectively, for the three months ended March 31, 2016 and March 31, 2017) | (175) | (698) |
Exchange difference | (766) | (1,022) |
Income/(loss) before income tax expense | (39,681) | 22,813 |
Income tax expense | 10,672 | 11,868 |
Net income /(loss) | (50,353) | 10,945 |
Less: Net income attributable to the noncontrolling interest shareholders | 17,895 | 31,231 |
Net loss attributable to Sohu.com Inc. | (68,248) | (20,286) |
Net income /(loss) | (50,353) | 10,945 |
Foreign currency translation adjustments | 4,968 | 1,419 |
Change in unrealized loss for available-for-sale securities | (678) | (44) |
Other comprehensive income | 4,290 | 1,375 |
Comprehensive income /(loss) | (46,063) | 12,320 |
Less: Comprehensive income attributable to noncontrolling interest shareholders | 20,533 | 32,131 |
Comprehensive loss attributable to Sohu.com Inc. | $ (66,596) | $ (19,811) |
Basic net loss per share attributable to Sohu.com Inc. | $ (1.76) | $ (0.52) |
Shares used in computing basic net loss per share attributable to Sohu.com Inc. | 38,811 | 38,666 |
Diluted net loss per share attributable to Sohu.com Inc. | $ (1.77) | $ (0.53) |
Shares used in computing diluted net loss per share attributable to Sohu.com Inc. | 38,811 | 38,666 |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||
Revenues from a related party | $ 0 | $ 852 |
Expenses for a related party | 0 | 13 |
Interest income from a related party | 280 | 221 |
Interest expense from a related party | $ 177 | $ 81 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income /(loss) | $ (50,353) | $ 10,945 |
Adjustments to reconcile net income /(loss) to net cash provided by operating activities: | ||
Amortization of intangible assets and purchased video content in prepaid expense | 35,777 | 29,115 |
Depreciation | 19,360 | 17,159 |
Share-based compensation expense | 3,220 | 433 |
Provision for allowance for doubtful accounts | 2,035 | 1,064 |
Investment loss from equity investments | 572 | 518 |
Impairment of intangible assets and other assets | 359 | 3,509 |
Change in fair value of financial instruments | (2,064) | (2,459) |
Others | (328) | (288) |
Changes in assets and liabilities, net of acquisition: | ||
Accounts receivable | 15,723 | 19,058 |
Prepaid and other assets | (924) | 5,576 |
Accounts payable | 15,801 | 11,304 |
Receipts in advance and deferred revenue | (4,205) | (7,857) |
Taxes payable | (1,152) | (15,188) |
Deferred tax | 4,204 | 5,139 |
Accrued liabilities and other short-term liabilities | (69,695) | (18,422) |
Net cash provided by /(used in) operating activities | (31,670) | 59,606 |
Cash flows from investing activities: | ||
Purchase of financial instruments | (119,024) | (104,399) |
Purchase of intangible and other assets | (23,316) | (29,942) |
Purchase of fixed assets | (10,502) | (11,110) |
Purchase of long-term investments | (2,190) | (11,739) |
Proceeds from financial instruments | 87,317 | 171,088 |
Return of funds from a third party | 4,928 | 0 |
Matching loan to a related party | 0 | (30,180) |
Cash received related to restricted time deposits and time deposits, net | 0 | 225,462 |
Other cash proceeds related to investing activities | 31 | 635 |
Net cash provided by /(used in) investing activities | (62,756) | 209,815 |
Cash flows from financing activities: | ||
Exercise of share-based awards in subsidiaries | 450 | 0 |
Repurchase of Sogou Class A Common Shares from a noncontrolling shareholder | (3,190) | 0 |
Matching loan from a related party | 0 | 29,941 |
Repayments of loans from offshore banks | 0 | (344,500) |
Net cash used in financing activities | (2,740) | (314,559) |
Effect of exchange rate changes on cash and cash equivalents | 3,474 | 2,309 |
Reclassification of cash and cash equivalents from assets held for sale | 11,684 | 0 |
Net decrease in cash and cash equivalents | (82,008) | (42,829) |
Cash and cash equivalents at beginning of period | 1,050,957 | 1,245,205 |
Cash and cash equivalents at end of period | 968,949 | 1,202,376 |
Supplemental cash flow disclosures: | ||
Barter transactions | 3,185 | 7,453 |
Supplemental schedule of non-cash investing activity: | ||
Changes in payables and other liabilities related to fixed assets and intangible assets additions | $ 8,084 | $ 7,474 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) shares in Thousands, $ 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, 2015 | $ 1,730,752 | $ 45 | $ 798,357 | $ (143,858) | $ 50,151 | $ 536,327 | $ 489,730 |
Share-based compensation expense | 447 | 0 | 306 | 0 | 0 | 0 | 141 |
Settlement of share-based awards in subsidiaries | 26 | 0 | 1,297 | 0 | 0 | 0 | (1,271) |
Disposal of noncontrolling interest | (238) | 0 | 0 | 0 | 0 | 0 | (238) |
Net income /(loss) attributable to Sohu.com Inc. and noncontrolling interest shareholders | 10,945 | 0 | 0 | 0 | 0 | (20,286) | 31,231 |
Accumulated other comprehensive income | 1,375 | 0 | 0 | 0 | 475 | 0 | 900 |
Ending balance at Mar. 31, 2016 | 1,743,307 | 45 | 799,960 | (143,858) | 50,626 | 516,041 | 520,493 |
Beginning balance at Dec. 31, 2016 | 1,557,795 | 45 | 821,867 | (143,858) | 3,220 | 312,306 | 564,215 |
Share-based compensation expense | 3,220 | 0 | (2,641) | 0 | 0 | 0 | 5,861 |
Settlement of share-based awards in subsidiaries | 450 | 0 | 5,262 | 0 | 0 | 0 | (4,812) |
Repurchase of Sogou Class A Common Shares from a noncontrolling shareholder | (3,190) | 0 | 0 | 0 | 0 | 0 | (3,190) |
Disposal of noncontrolling interest | (80) | 0 | 0 | 0 | 0 | 0 | (80) |
Net income /(loss) attributable to Sohu.com Inc. and noncontrolling interest shareholders | (50,353) | 0 | 0 | 0 | 0 | (68,248) | 17,895 |
Accumulated other comprehensive income | $ 4,290 | $ 0 | $ 0 | $ 0 | $ 1,652 | $ 0 | $ 2,638 |
Other | 187 | 0 | 0 | 0 | 0 | 0 | 187 |
Ending balance at Mar. 31, 2017 | $ 1,512,319 | $ 45 | $ 824,488 | $ (143,858) | $ 4,872 | $ 244,058 | $ 582,714 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 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 Tian Long Ba Bu (“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 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; online games revenues; and other revenues. Online advertising and online games are the Group’s core businesses. 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. Other Business Sohu also engages in the other business, which consists primarily of paid subscription services, interactive broadcasting services, sub-licensing of purchased video content to third parties, and content provided through the platforms of the three main telecommunications operators in China. Revenues generated by Sohu from the other business are classified as other 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’ Internet properties where the links are relevant to the subject and content of such properties. Both pay-for-click services and online marketing services on Web directories operated by Sogou expand distribution of its advertisers’ promotional links and advertisements by leveraging traffic on Sogou Website Alliance members’ Internet properties, including Web content, software and mobile applications. The search and search-related business benefits from Sogou’s collaboration with Tencent Holdings Limited (together with its subsidiaries, “Tencent”), which provides Sogou access to traffic and content 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. Other Business Sogou also engages in other business, by offering Internet value-added services (“IVAS”) primarily with respect to the operation of Web games and mobile games developed by third parties, as well as other products and services provided to users. Revenues generated by Sogou from other business are classified as other revenues in the Sohu Group’s consolidated statements of comprehensive income. Changyou’s Business Changyou’s business lines consist of the online game business; the platform channel business, which consists primarily of online advertising and also includes IVAS; and the cinema advertising business. Online Game Business Changyou’s online game business offers to game players (a) PC games, which are interactive online games that are accessed and played simultaneously by hundreds of thousands of game players through personal computers and require that local client-end game access software be installed on the computers used, and (b) mobile games, which are played on mobile devices and require an Internet connection. Prior to the sale of Shenzhen 7Road Technology Co., Ltd., or Shenzhen 7Road, in August 2015, Changyou’s online games also included Web games, which are online games that are played through a Web browser with no local game software installation requirements. Following the sale of Shenzhen 7Road, Web games became an insignificant part of Changyou’s online game business. All of Changyou’s games are operated under the item-based revenue model, meaning that game players can play the games for free, but can choose to pay for virtual items, which are non-physical items that game players can purchase and use within a game, such as gems, pets, fashion items, magic medicine, riding animals, hierograms, skill books and fireworks. 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 dominant game is TLBB, a PC-based client-end game. For the three months ended March 31, 2017, revenues from the PC game TLBB were $53.3 million, accounting for approximately 63% of Changyou’s online game revenues, approximately 44% of Changyou’s total revenues, and approximately 14% of the Sohu Group’s total revenues. For the three months ended March 31, 2016, revenues from the PC game TLBB were $55.5 million, accounting for approximately 54% of Changyou’s online game revenues, approximately 43% of Changyou’s total revenues, and approximately 14% of the Sohu Group’s total revenues. Platform Channel Business Changyou’s platform channel business consists primarily of the operation of the 17173.com Website, one of the leading information portals in China, which provides news, electronic forums, online videos and other information services regarding online games to game players. Changyou’s platform channel business also offers a number of software applications for PCs and mobile devices through the Dolphin Browser and RaidCall. RaidCall provides online music and entertainment services, primarily in Taiwan. The Dolphin Browser, which is operated by MoboTap Inc. (collectively with its subsidiaries and VIEs “MoboTap”), is a gateway to a host of user activities on mobile devices, with the majority of its users based in Europe, Russia and Japan. As Changyou management had determined that the Dolphin Browser was unable to provide expected synergies with Changyou’s platform channel business, in 2016 Changyou’s Board of Directors approved the disposal of Changyou’s 51% equity interest in MoboTap, which is the mobile technology developer behind the Dolphin Browser. Accordingly, the assets and liabilities attributable to MoboTap were classified as assets and liabilities held for sale and measured at the lower of their carrying amounts or their fair value, less cost to sell, in the Sohu Group’s consolidated balance sheet as of December 31, 2016. Due to the suspension of negotiations with a potential buyer of MoboTap in the first quarter of 2017, Changyou’s management determined that the disposal is unlikely to be completed within one year. As a result, the assets held for sale and liabilities held for sale related to MoboTap have been reclassified as assets and liabilities held for use and measured at the lower of the carrying value before MoboTap was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the assets and liabilities been continuously classified as held for use, or the fair value at reclassification day, respectively, in the Sohu Group’s consolidated balance sheet as of March 31, 2017. In the first quarter of 2017, Changyou recorded a $1.4 million expense in the consolidated statements of comprehensive income for catch-up of depreciation and amortization expense of the assets held for sale before the reclassification. All revenues generated by the 17173.com Website are classified as brand advertising revenues, IVAS revenues generated by the Dolphin Browser and by RaidCall are classified as other revenues, and a relatively small amount of online game revenues generated by the Dolphin Browser are included in online game revenues in the Sohu Group’s consolidated statements of comprehensive income. Cinema Advertising Business Changyou also operates a cinema advertising business, which consists primarily of the acquisition, from operators of movie theaters, and the sale, to advertisers, of pre-film advertising slots, which are advertisements shown before the screening of a movie in a cinema theatre. Revenues generated by Changyou’s cinema advertising business are classified as other revenues in the Sohu Group’s consolidated statements of comprehensive income. Basis of Consolidation and Recognition of Noncontrolling Interest The Sohu Group’s consolidated financial statements include the accounts of Sohu.com Inc. and its 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. Noncontrolling Interest Recognition Noncontrolling interests are recognized to reflect the portion of the equity of subsidiaries and VIEs which is not attributable, directly or indirectly, to the controlling shareholders. The noncontrolling interests in the Sohu Group’s consolidated financial statements primarily consist of noncontrolling interests for Sogou and Changyou. Noncontrolling Interest for Sogou Sogou’s Share Structure As of March 31, 2017, Sogou had outstanding a combined total of 334,026,595 ordinary shares and preferred shares held as follows: (i) Sohu.com Inc.: 130,977,750 Class A Ordinary Shares, of which 3,764,500 shares may be purchased by Sohu management and key employees under an option arrangement; (ii) Photon Group Limited, an investment vehicle of the Sohu Group’s Chairman and Chief Executive Officer Charles Zhang (“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: 19,490,970 Class A Ordinary Shares. Sohu’s Shareholding in and Control of Sogou As of March 31, 2017, Sohu.com Inc. held approximately 36% of the outstanding equity capital of Sogou on a fully-diluted basis, assuming for such purpose 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 Sogou Class A Ordinary Shares that Sogou has repurchased are re-issued to shareholders other than Sohu.com Inc. Also as of March 31, 2017, Sohu.com Inc. held over 50% of the total voting power of Sogou on a fully-diluted basis and controlled the election of a majority of the Board of Directors of Sogou, assuming that Tencent’s non-voting Class B Ordinary Shares are converted to voting shares, that all of the Sogou Class A Ordinary Shares that Sogou has repurchased are re-issued to shareholders other than Sohu.com Inc., and that all Sogou share options under the Sogou 2010 Share Incentive Plan and all Sogou share options under the Sohu Management Sogou Share Option Arrangement are granted and exercised. As Sogou’s controlling shareholder, Sohu.com Inc. consolidates Sogou in its consolidated financial statements, and recognizes noncontrolling interest reflecting economic interests 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 share-based awards that are unvested and vested but not yet settled and the Sogou noncontrolling shareholders’ investments in Sogou Series A Preferred Shares and Series B Preferred Shares (collectively, the “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 shareholders. These treatments are based on the terms governing the investments of, and on the terms of the classes of Sogou shares held by, the noncontrolling shareholders in Sogou. Principles of Allocation of Sogou’s Profit and Loss By virtue of the terms of Sogou Preferred Shares and Class A Ordinary Shares and Class B Ordinary Shares, Sogou’s losses are allocated in the following order: (i) net losses are allocated to holders of Sogou Class A Ordinary Shares and the holder of Sogou Class B Ordinary Shares until their basis in Sogou decreases to zero; (ii) additional net losses are allocated to holders of Sogou Series A Preferred Shares until their basis in Sogou decreases to zero; (iii) additional net losses are allocated to the holder of Sogou Series B Preferred Shares until its basis in Sogou decreases to zero; and (iv) further net losses are allocated between Sohu.com Inc. and noncontrolling shareholders based on their shareholding percentage in Sogou. Net income from Sogou is allocated in the following order: (i) net income is 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 is allocated to the holder of Sogou Series B Preferred Shares to bring its basis back; (iii) additional net income is allocated to holders of Sogou Series A Preferred Shares to bring their basis back; (iv) further net income is 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 is allocated between Sohu.com Inc. and noncontrolling shareholders based on their shareholding percentages in Sogou. Key Terms of Sogou Preferred Shares The following is a summary of some of the key terms of the Sogou Preferred Shares under Sogou’s Memorandum and Articles of Association as currently in effect. (i) 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. (ii) 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 to 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. (iii) Redemption Rights The Sogou Preferred Shares are not redeemable at the option of the holders. (iv) 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. (v) 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. (vi) Other Rights The holders of Sogou Preferred Shares have various other rights typical of preferred share investments. Key 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 for Changyou Changyou is a public company listed on the NASDAQ Global Select Market. As of March 31, 2017, Sohu.com Inc. held approximately 69% of the combined total of Changyou’s outstanding ordinary shares, and controlled approximately 96% of the total voting power in Changyou. As Changyou’s controlling shareholder, Sohu.com Inc. consolidates Changyou in its consolidated financial statements, and recognizes noncontrolling interest reflecting 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 the noncontrolling shareholders’ 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. Basis of Presentation These financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. 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 three months ended March 31, 2017 are not necessarily indicative of the results expected for the full fiscal year or for any future period. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
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. The following tables present summary information by segment (in thousands): Three Months Ended March 31, 2016 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 131,572 $ 147,329 $ 129,840 $ (789 ) $ 407,952 Segment cost of revenues (86,422 ) (64,571 ) (41,857 ) 58 (192,792 ) Segment gross profit 45,150 82,758 87,983 (731 ) 215,160 SBC (2) in cost of revenues (62 ) 0 7 0 (55 ) Gross profit 45,088 82,758 87,990 (731 ) 215,105 Operating expenses: Product development (3) (22,536 ) (30,722 ) (30,597 ) 1,173 (82,682 ) Sales and marketing (1) (51,371 ) (27,099 ) (12,556 ) 993 (90,033 ) General and administrative (12,231 ) (3,390 ) (11,647 ) 28 (27,240 ) SBC (2) in operating expenses 99 (1,744 ) 1,267 0 (378 ) Total operating expenses (86,039 ) (62,955 ) (53,533 ) 2,194 (200,333 ) Operating profit /(loss) (40,951 ) 19,803 34,457 1,463 14,772 Other income (3) 1,376 164 3,847 (1,463 ) 3,924 Interest income (4) 2,261 1,704 4,051 (2,179 ) 5,837 Interest expense (4) (1,666 ) 0 (1,211 ) 2,179 (698 ) Exchange difference (334 ) (81 ) (607 ) 0 (1,022 ) Income /(loss) before income tax expense (39,314 ) 21,590 40,537 0 22,813 Income tax expense (2,647 ) (1,487 ) (7,734 ) 0 (11,868 ) Net income /(loss) $ (41,961 ) $ 20,103 $ 32,803 $ 0 $ 10,945 Note (1): The elimination mainly consists of revenues and expenses generated from marketing services among the Sohu, Sogou and Changyou segments. Note (2): “SBC” stands for share-based compensation expense. Note (3): The elimination mainly consists of leasing income and expenses generated from a building that Sohu leases to Sogou. Note (4): The elimination represents interest income/ (expense) resulting from intracompany loans between the Sohu segment and the Changyou segment. Three Months Ended March 31, 2017 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 92,492 $ 162,284 $ 119,870 $ (543 ) $ 374,103 Segment cost of revenues (92,202 ) (87,454 ) (39,088 ) 51 (218,693 ) Segment gross profit 290 74,830 80,782 (492 ) 155,410 SBC (2) in cost of revenues (159 ) (3 ) (24 ) 0 (186 ) Gross profit 131 74,827 80,758 (492 ) 155,224 Operating expenses: Product development (3) (25,979 ) (32,849 ) (24,404 ) 1,461 (81,771 ) Sales and marketing (1) (55,051 ) (24,765 ) (10,536 ) 931 (89,421 ) General and administrative (10,905 ) (4,635 ) (8,791 ) 32 (24,299 ) SBC (2) in operating expenses 2,806 (4,340 ) (5,509 ) 0 (7,043 ) Total operating expenses (89,129 ) (66,589 ) (49,240 ) 2,424 (202,534 ) Operating profit /(loss) (88,998 ) 8,238 31,518 1,932 (47,310 ) Other income/(expense) (3) 3,741 23 2,267 (1,932 ) 4,099 Interest income (4) 1,671 1,658 6,416 (5,274 ) 4,471 Interest expense (4) (4,376 ) 0 (1,073 ) 5,274 (175 ) Exchange difference 615 (639 ) (742 ) 0 (766 ) Income /(loss) before income tax expense (87,347 ) 9,280 38,386 0 (39,681 ) Income tax expense (1,195 ) (1,052 ) (8,425 ) 0 (10,672 ) Net income /(loss) $ (88,542 ) $ 8,228 $ 29,961 $ 0 $ (50,353 ) Note (1): The elimination mainly consists of revenues and expenses generated from marketing services among the Sohu, Sogou and Changyou segments. Note (2): “SBC” stands for share-based compensation expense. Note (3): The elimination mainly consists of leasing income and expenses generated from a building that Sohu leases to Sogou. Note (4): The elimination represents interest income/ (expense) resulting from intracompany loans between the Sohu segment and the Changyou segment. As of December 31, 2016 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 167,691 $ 286,078 $ 597,188 $ 0 $ 1,050,957 Accounts receivable, net 100,317 41,781 47,150 (81 ) 189,167 Fixed assets, net 196,839 117,022 189,770 0 503,631 Total assets (1) $ 1,241,844 $ 499,589 $ 1,708,037 $ (885,780 ) $ 2,563,690 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. As of March 31, 2017 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 113,541 $ 294,734 $ 560,674 $ 0 $ 968,949 Accounts receivable, net 87,421 36,065 50,097 (82 ) 173,501 Fixed assets, net 194,716 114,474 187,892 0 497,082 Total assets (1) $ 1,170,143 $ 508,559 $ 1,750,861 $ (953,136 ) $ 2,476,427 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 for the granting of share-based awards, including stock options, share options 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) stock 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. Options for the purchase of Sohu common stock contractually granted under the Sohu 2010 Stock Incentive Plan and options for the purchase of Changyou Class A ordinary shares contractually granted under the Changyou 2014 Share Incentive Plan are subject to vesting 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. Under ASC 718-10-25 ASC 718-10-55 For Sogou Class A Ordinary Shares repurchased by Sogou from the former President and Chief Financial Officer of the Sohu Group in the first quarter of 2017, share-based compensation expense is recognized by the Sohu Group in the consolidated statements of comprehensive income in an amount equal to the excess of the repurchase price over the fair value of the Sogou Class A Ordinary Shares at the repurchase date. 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 March 31, 2017, 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 Share-based Compensation Expense Recognition Share-based compensation expense was recognized in costs and expenses for the three months ended March 31, 2016 and 2017 as follows (in thousands): Three Months Share-based compensation expense 2016 2017 Cost of revenues $ 55 $ 186 Product development expenses (1) (3 ) 2,327 Sales and marketing expenses 14 665 General and administrative expenses 367 4,051 $ 433 $ 7,229 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 Share-based compensation expense 2016 2017 For Sohu (excluding Sohu Video) share-based awards (1) $ (272 ) $ (2,443 ) For Sogou share-based awards (2) 1,730 4,337 For Changyou share-based awards (1) (1,274 ) 5,533 For Sohu Video share-based awards (1) 249 (198 ) $ 433 $ 7,229 Note (1): The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. Note (2): Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou’s repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. There was no capitalized share-based compensation expense for the three months ended March 31, 2017 and 2016. For details of the share-based compensation expenses of the Sohu Group, see Note 11. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Changyou’s Loan Arrangements with Fox Financial Technology Group Limited (“Fox Financial,” formerly known as “SoEasy Internet Finance Group Limited”) Commencing in April 2015, certain subsidiaries of Changyou and certain subsidiaries of Fox Financial entered into a series of loan agreements pursuant to which the subsidiaries of Changyou are entitled to draw down HK dollar-denominated or U.S. dollar-denominated loans from the Fox Financial subsidiaries and the Fox Financial subsidiaries are entitled to draw down equivalent RMB-denominated loans from the subsidiaries of Changyou, to facilitate each other’s business operations. All of the loans carry a fixed rate of interest equal to the current market interest rate. As of March 31, 2017, Changyou had U.S. dollar-denominated loans payable to Fox Financial in a total amount of approximately $28.3 million, which was recorded in other short-term liabilities, and RMB-denominated loans receivable from Fox Financial in a total amount of approximately $28.3 million, which was recorded in prepaid and other current assets. For the three months ended March 31, 2017, Changyou incurred interest expense of $0.2 million and earned interest income of $0.3 million. As of March 31, 2017, total interest expense payable to Fox Financial amounted to $0.7 million, which was recorded in other short-term liabilities; and total interest income receivable from Fox Financial was $1.2 million, which was recorded in prepaid and other current assets. Other Information For the three months ended March 31, 2017 and 2016, the Sohu Group generated brand advertising revenue from Fox Financial of nil and $0.9 million, respectively, and incurred sales and marketing expense for Fox Financial of nil and $13,000, respectively. |
Intracompany Loan and Share Ple
Intracompany Loan and Share Pledge Agreement | 3 Months Ended |
Mar. 31, 2017 | |
INTRACOMPANY LOAN AND SHARE PLEDGE AGREEMENT [Abstract] | |
Intracompany Loan and Share Pledge Agreement | 5. INTRACOMPANY LOAN AND SHARE PLEDGE AGREEMENT On October 24, 2016, Beijing Sohu New Media Information Technology Co., Ltd. (“Sohu Media”) entered into a loan agreement (the “Loan Agreement”) with Beijing AmazGame Age Internet Technology Co., Ltd. (“AmazGame”), pursuant to which Sohu Media may borrow from time to time from AmazGame up to RMB1.00 billion (or approximately $144.9 million). The first request for an advance under the Loan Agreement was required to be made on or prior to December 31, 2016, and requests for further advances may be made for one year following the initial advance. The one-year request period may be extended for another one-year period with the consent of AmazGame. Principal amounts outstanding under the Loan Agreement bear interest at an annual rate of 6%. The outstanding principal of each advance will be due one year from the date of the advance, subject to extension for an additional year with the consent of AmazGame. Also on October 24, 2016, Sohu.com (Game) Limited (“Sohu Game”), a Cayman Islands company that is an indirect subsidiary of Sohu and is the direct parent of Changyou, and Changyou entered into a share pledge agreement (the “Share Pledge Agreement”) pursuant to which Sohu Game pledged to Changyou 11,386,228 Class B ordinary shares of Changyou held by Sohu Game. The share pledge agreement gives Changyou the right to apply the outstanding principal and accrued interest on the loan to the repurchase of Changyou Class B ordinary shares from Sohu Game in the event that such principal and interest are not paid when due. In December 2016 and March 2017, Sohu Media received RMB500.0 million (or approximately $72.5 million) and RMB200.0 million (or $29.0 million), respectively, from AmazGame. As of March 31, 2017, the total outstanding balance of the loan was RMB700.0 million (or $101.5 million). The intracompany loan has been eliminated upon consolidation. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | 6. FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments The Sohu Group’s financial instruments include cash equivalents, short-term investments, accounts receivable, assets held for sale, prepaid and other current assets, long-term investments (including available-for-sale equity securities), restricted time deposits, accounts payable, accrued liabilities, receipts in advance and deferred revenue, liabilities held for sale, other short-term liabilities and long-term accounts payable. 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, 2016 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Other Observable Significant Cash equivalents $ 626,697 $ 0 $ 626,697 $ 0 Short-term investments 247,926 0 247,926 0 Available-for-sale equity securities 10,381 10,381 0 0 Foreign exchange forward contracts 3,040 0 3,040 0 Restricted time deposits 269 0 269 0 Total $ 888,313 $ 10,381 $ 877,932 $ 0 The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy, as of March 31, 2017 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Other Observable Significant Cash equivalents $ 573,742 $ 0 $ 573,742 $ 0 Short-term investments 282,976 0 282,976 0 Available-for-sale equity securities 9,703 9,703 0 0 Foreign exchange forward contracts 2,517 0 2,517 0 Restricted time deposits 269 0 269 0 Total $ 869,207 $ 9,703 $ 859,504 $ 0 Cash Equivalents The Sohu Group’s cash equivalents mainly consist of time deposits with original maturities of three months or less, and highly liquid investments that are readily convertible to known amounts of cash. 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. Short-term Investments In accordance with ASC 825 As of March 31, 2017 and December 31, 2016, the Sohu Group’s investment in financial instruments was $283.0 million and $247.9 million, respectively. 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 months ended March 31, 2017 and 2016, the Sohu Group recorded in the consolidated statements of comprehensive income gain from changes in the fair value of short-term investments in the amounts of $2.6 million and $1.5 million, respectively. 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 March 31, 2017, the fair value of the Keyeast available-for-sale equity securities held by Sohu was $9.7 million. An unrealized loss representing the change in fair value of $5.4 million was recorded in accumulated other comprehensive income /(loss) in the Sohu Group’s consolidated balance sheets. Assets and Liabilities Held for Sale In 2016, Changyou’s Board of Directors approved the disposal of the 51% equity interest in MoboTap. Accordingly, the assets and liabilities attributable to MoboTap are classified as assets and liabilities held for sale and measured at the lower of their carrying amounts or their fair value, less cost to sell, in the Sohu Group’s consolidated balance sheet as of December 31, 2016. Due to the suspension of negotiations with a potential buyer of MoboTap in the first quarter of 2017, Changyou’s management determined that the disposal is unlikely to be completed within one year. As a result, the assets held for sale and liabilities held for sale related to MoboTap have been reclassified as assets and liabilities held for use and measured at the lower of the carrying value before MoboTap was classified as held for sale, adjusted for any depreciation and amortization expense that would have been recognized had the assets and liabilities been continuously classified as held for use, or the fair value at reclassification day, respectively, in the Sohu Group’s consolidated balance sheet as of March 31, 2017. In the first quarter of 2017, Changyou recorded a $1.4 million expense in the consolidated statements of comprehensive income for catch-up of depreciation and amortization expense of the assets held for sale before the reclassification. Foreign Exchange Forward Contracts In September 2016 and January 2017, Changyou entered into foreign exchange forward contracts with banks in an aggregate nominal amount of $100 million and $50 million, respectively. Changyou entered into the foreign exchange forward contracts in compliance with its risk management policy for the purpose of eliminating the negative impact on earnings and equity resulting from fluctuations in the exchange rate between the U.S. dollar and the RMB. There was no cash collateral or settlement under the forward contracts as of March 31, 2017. For the three months ended March 31, 2017, the Sohu Group recorded loss from changes in the fair value of forward contracts of $0.5 million in the consolidated statements of comprehensive income. The Group estimated the fair values of foreign exchange forward contracts using the Black-Scholes model. The fair values of the forward contracts were estimated based on quoted forward exchange prices at the reporting date. The Group classifies the fair value measurement of the forward contracts based on such inputs as Level 2 of fair value measurements. Other Financial Instruments The fair values of other financial instruments are estimated for disclosure purposes as follows: Long-term Investments Long-term Investment in Fox Financial Under an agreement between Sohu and Fox Financial entered into in August 2014, Sohu invested $4.8 million and $16.1 million in Fox Financial on August 2014 and April 2015, respectively. In February 2016, Sohu invested an additional $10.5 million in Fox Financial. Sohu accounted for its investments in Fox Financial under long-term investments. These investments include both preferred shares and common shares. Sohu accounted for its investment in Fox Financial’s preferred shares under the cost method, since they were not considered to be common shares in substance and had no readily determinable fair value. Sohu accounted for its investment in Fox Financial’s common shares under the equity method, since Sohu can exercise significant influence but does not own a majority of Fox Financial’s equity capital or control Fox Financial. In March 2017, Fox Financial issued additional common shares to new investors, while shares held by Sohu remained unchanged. As a result, Sohu’s shareholding percentage of common shares was diluted from 7% to 6%. In accordance with ASC 320-10-40 Long-term Investment in Zhihu As of March 31, 2017, Sogou had invested a cumulative total of $18.9 million in Zhihu Technology Limited (“Zhihu”), a company that engages primarily 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 and other short-term liabilities are financial liabilities with carrying values that approximate fair value due to their short-term nature. For 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 2 of fair value measurements. Long-term Payables Long-term accounts payable 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, 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 2 of fair value measurements. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
GOODWILL [Abstract] | |
Goodwill | 7. GOODWILL Changes in the carrying value of goodwill by segment are as follows (in thousands): Sohu Sogou Changyou Total Balance as of December 31, 2016 Goodwill $ 72,011 5,565 96,949 174,525 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 36,223 $ 5,565 $ 26,502 $ 68,290 Transactions in 2017 Goodwill associated with MoboTap and reclassification of assets held for sale to assets held for use (1) 0 0 83,470 83,470 Goodwill associated with an acquisition 1,000 0 0 1,000 Foreign currency translation adjustment 77 30 90 197 Balance as of March 31, 2017 $ 37,300 $ 5,595 $ 110,062 $ 152,957 Balance as of March 31, 2017 Goodwill $ 73,088 $ 5,595 $ 180,509 $ 259,192 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 37,300 $ 5,595 $ 110,062 $ 152,957 Note (1): Represents goodwill associated with the reclassification of assets held for sale to assets held for use in connection with MoboTap. See Note 6 – Fair Value Measurements. |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2017 | |
TAXATION [Abstract] | |
Taxation | 8. 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. PRC Corporate Income Tax Principal Entities Qualified as HNTEs 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%, but need to re-apply every three years. During this three-year period, an HNTE must conduct a qualification self-review each year to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for that year. If an HNTE fails to meet the criteria for qualification as an HNTE in any year, the enterprise cannot enjoy the 15% preferential tax rate in that year, and must instead use the regular 25% CIT rate. As of March 31, 2017, 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 New Momentum Information Technology Co., Ltd. (“Sohu New Momentum”). Sohu New Momentum qualified as an HNTE for the years 2016 to 2018, and will need to re-apply for HNTE qualification in 2019. • Beijing Sohu Internet Information Service Co., Ltd. (“Sohu Internet”). Sohu Internet qualified as an HNTE for the years 2015 to 2017, and will need to re-apply for HNTE qualification in 2018. • Beijing Sohu New Era Information Technology Co., Ltd. (“Sohu Era”), Sohu Media and Guangzhou Qianjun Network Technology Co., Ltd (“Guangzhou Qianjun”). Sohu Era, Sohu Media and Guangzhou Qianjun were each qualified as HNTEs for the years 2014 to 2016. Sohu Media and Guangzhou Qianjun will re-apply for HNTE qualification in 2017. For Sogou’s Business • Beijing Sogou Information Service Co., Ltd. (“Sogou Information”). Sogou Information qualified as an HNTE for the years 2015 to 2017, and will need to re-apply for HNTE qualification in 2018. • Beijing Sogou Technology Development Co., Ltd. (“Sogou Technology”). Sogou Technology qualified as an HNTE for the years 2014 to 2016, and will need to re-apply for HNTE qualification in 2017. • Beijing Sogou Network Technology Co., Ltd. (“Sogou Network”). Sogou Network qualified as an HNTE for the years 2016 to 2018, and will need to re-apply for HNTE qualification in 2019. For Changyou’s Business • Beijing AmazGame Age Internet Technology Co., Ltd. (“AmazGame”) and Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”). AmazGame and Gamease were both qualified as HNTEs for the years 2014 to 2016, and will need to re-apply for HNTE qualification in 2017. • Beijing Changyou Gamespace Software Technology Co., Ltd. (“Gamespace”). Gamespace qualified as HNTE for the years 2017 to 2019, and will need to re-apply for HNTE qualification in 2020. Principal Entities Qualified as Software Enterprises and KNSEs The CIT Law and its implementing regulations provide that a “Software Enterprise” is entitled to 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” (a “KNSE”) is entitled to a further reduced preferential income tax rate of 10%. Enterprises wishing to enjoy the status of a Software Enterprise or a KNSE must perform a self-assessment each year to ensure they meet the criteria for qualification and file required supporting documents with the tax authorities before using the preferential CIT rates. These enterprises will be subject to the tax authorities’ assessment each year as to whether they are entitled to use the relevant preferential CIT treatments. If at any time during the preferential tax treatment years an enterprise uses the preferential CIT rates but the relevant authorities determine that it fails to meet applicable criteria for qualification, the relevant authorities may revoke the enterprise’s Software Enterprise/KNSE status. For Sohu’s Business • Sohu New Momentum. In 2017, Sohu New Momentum will perform a self-assessment and file required supporting documents to entitle it to the first year of an income tax rate reduction from 25% to 12.5% as a Software Enterprise for 2016, and will follow the same process in 2018 to entitle it to the second year of an income tax rate reduction from 25% to 12.5%. For Sogou’s Business • Sogou Technology. In 2017, Sogou Technology will perform a self-assessment and file required supporting documents for KNSE status for 2016, and will follow the same process in 2018 for KNSE status for 2017. For Changyou’s Business • AmazGame. In 2017, AmazGame will perform a self-assessment and file required supporting documents for KNSE status for 2016, and will follow the same process in 2018 for KNSE status for 2017. • Baina (Wuhan) Information Technology Co., Ltd. (“Wuhan Baina Information”). In 2017, Wuhan Baina Information will perform a self-assessment and file required supporting documents to entitle it to the first year of an income tax exemption as a Software Enterprise for 2016, and will follow the same process in 2018 to entitle it to the second year of an income tax exemption for 2017. PRC Withholding Tax on Dividends The CIT Law imposes a 10% withholding income tax on dividends distributed by foreign invested enterprises in the PRC to their immediate holding companies outside Mainland China. A lower withholding tax rate may be applied if there is a tax treaty 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 management determined to cause one of its PRC subsidiaries to declare and distribute a cash dividend of all of its stand-alone 2012 earnings and half of its stand-alone subsequent years’ earnings to its direct overseas parent company, Changyou.com (HK) Limited (“Changyou HK”). As of March 31, 2017, Changyou had accrued deferred tax liabilities in the amount of $26.9 million for PRC withholding tax. 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. PRC Value-Added Tax Effective September 1, 2012, a pilot program (the “Pilot Program”) for transition from the imposition of PRC business tax (“Business Tax”) to the imposition of value-added tax (“VAT”) was implemented for revenues from certain industries and certain cities. Prior to Pilot Program, the Group was mainly subject to a 5% PRC business tax and related surcharges on revenues in the PRC. PRC business tax and the related surcharges are recognized when the revenue is earned. On May 1, 2016, the transition from the imposition of PRC business tax (“Business Tax”) to the imposition of VAT was expanded to all industries in China, and as a result all of the Sohu Group’s revenues have been subject to VAT since that date. 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 the available input VAT amount (at the rate applicable to the supplier). 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 portions of its U.S. taxable income, such as Subpart F income or a dividend, are determined to be from sources outside of the U.S., subject to certain limitations, Sohu.com Inc. may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law. Uncertain Tax Positions The Sohu Group is subject to various taxes in different jurisdictions, primarily the U.S. and the PRC. Management reviews regularly the adequacy of the provisions for taxes as they relate to the Group’s income and transactions. In order to assess uncertain tax positions, the 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. The Group did not have any significant penalties or significant interest associated with tax positions for the three months ended March 31, 2017, nor did the Group have any significant unrecognized uncertain tax positions for the three months ended March 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Contractual Obligations The following table sets forth our contractual obligations as of March 31, 2017 (in thousands): As of March 31, 2017 2018 2019 2020 2021 Thereafter Total Purchase of cinema advertisement slot rights 48,622 61,663 25,906 9,177 639 0 146,007 Purchase of content and services – video 90,867 25,352 17,002 0 0 0 133,221 Purchase of bandwidth 60,936 4,646 1,235 1,061 309 0 68,187 Operating lease obligations 14,246 13,784 2,855 618 58 10 31,571 Expenditures for operating rights for licensed games with technological feasibility 2,381 17,222 0 0 0 0 19,603 Purchase of content and services – others 9,311 473 72 30 0 0 9,886 Purchase of fixed assets 3,556 0 0 0 0 0 3,556 Fees for operating rights for licensed games in development 1,369 348 0 0 0 0 1,717 Expenditures for rights to titles of games in development 259 1,186 0 0 0 0 1,445 Others 3,644 3 0 0 0 0 3,647 Total Payments Required 235,191 124,677 47,070 10,886 1,006 10 418,840 Litigation The Sohu Group is a party to various litigation matters which it considers routine and incidental to its business. The Sohu Group records a liability when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Sohu Group evaluates, on a regular basis, developments in litigation matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Management believes that the total liabilities to the Sohu Group that may arise as a result of currently pending legal proceedings will not 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 other 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. 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. Certain risks related to PRC law that could affect the Sohu Group’s VIE structure are discussed in Note 10 - 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 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. |
VIEs
VIEs | 3 Months Ended |
Mar. 31, 2017 | |
VIES [Abstract] | |
VIEs | 10. 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 March 31, 2017, the aggregate amount of these loans was $9.4 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 March 31, 2017, the registered capital and PRC statutory reserves of the consolidated VIEs totaled $79.6 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 and Subsidiaries of Principal VIEs For Sohu’s Business • High Century Beijing Century High Tech Investment Co., Ltd. (“High Century”) was incorporated in 2001. As of March 31, 2017, 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. • Heng Da Yi Tong Beijing Heng Da Yi Tong Information Technology Co., Ltd. (“Heng Da Yi Tong”) was incorporated in 2002. As of March 31, 2017, 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. • Sohu Internet Sohu Internet was incorporated in 2003. As of March 31, 2017, the registered capital of Sohu Internet was $1.6 million and High Century held a 100% interest in this entity. • Donglin Beijing Sohu Donglin Advertising Co., Ltd. (“Donglin”) was incorporated in 2010. As of March 31, 2017, the registered capital of Donglin was $1.5 million and Sohu Internet held a 100% interest in this entity. • Tianjin Jinhu Tianjin Jinhu Culture Development Co., Ltd. (“Tianjin Jinhu”) was incorporated in 2011. In October, 2016, Ye Deng transferred its 50% equity interest in Tianjin Jinhu to Xiufeng Deng. As of March 31, 2017, the registered capital of Tianjin Jinhu was $0.5 million and Xiufeng Deng and Xuemei Zhang each held a 50% interest in this entity. • Guangzhou Qianjun Guangzhou Qianjun was acquired in November 2014. As of March 31, 2017, the registered capital of Guangzhou Qianjun was $3.3 million and Tianjin Jinhu held a 100% interest in this entity. • Focus Interactive Beijing Focus Interactive Information Service Co., Ltd. (“Focus Interactive”) was incorporated in July 2014. As of March 31, 2017, the registered capital of Focus Interactive was $1.6 million and Heng Da Yi Tong held 100% of the equity interests in this entity. For Sogou’s Business • Sogou Information Sogou Information was incorporated in 2005. As of March 31, 2017, 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. As of March 31, 2017, the registered capital of Gamease was $1.3 million and High Century held a 100% interest in this entity. • Guanyou Gamespace Beijing Guanyou Gamespace Digital Technology Co., Ltd. (“Guanyou Gamespace”) was incorporated in 2010. As of March 31, 2017, the registered capital of Guanyou Gamespace was $1.5 million and Beijing Changyou Star Digital Technology Co., Ltd (“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 March 31, 2017, the registered capital of Shanghai ICE was $1.2 million and Gamease held a 100% 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 March 31, 2017, the registered capital of Wuhan Baina Information was $3.0 million and Changyou Star and Yongzhi Yang, the former 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 (including subsidiaries of VIEs) is included in the accompanying consolidated financial statements (in thousands): As of December 31, March 31, ASSETS: Cash and cash equivalents $ 94,859 $ 88,530 Accounts receivable, net 72,151 69,203 Prepaid and other current assets 86,722 35,279 Assets held for sale 12,551 0 Intercompany receivables due from the Company’s subsidiaries 197,438 292,904 Total current assets 463,721 485,916 Long-term investments, net 17,472 16,522 Fixed assets, net 4,372 4,054 Intangible assets, net 14,545 13,611 Goodwill 35,161 36,256 Other non-current assets 4,052 2,857 Total assets $ 539,323 $ 559,216 LIABILITIES: Accounts payable $ 15,824 $ 17,599 Accrued liabilities 96,695 67,368 Receipts in advance and deferred revenue 44,797 45,163 Liabilities held for sale 3,232 0 Other current liabilities 111,775 110,365 Intercompany payables due to the Company’s subsidiaries 129,431 171,552 Total current liabilities 401,754 412,047 Long-term taxes payable 13,463 13,537 Deferred tax liabilities 1,273 1,255 Intercompany payables due to the Company’s subsidiaries 19,620 19,726 Total liabilities $ 436,110 $ 446,565 Three months ended March 31, 2016 2017 Net revenue $ 218,664 $ 190,708 Net income 5,592 9,432 Three months ended March 31, 2016 2017 Net cash provided by /(used in) operating activities $ 2,291 $ (18,854 ) Net cash provided by /(used in) investing activities (2,502 ) 4,278 Net cash provided by financing activities 0 0 Summary of Significant Agreements Currently in Effect Agreements Between Subsidiaries, 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 Share pledge agreement Call option agreement Business Operation 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 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. |
Sohu.com Inc. Shareholders' Equ
Sohu.com Inc. Shareholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
SOHU.COM INC. SHAREHOLDERS' EQUITY [Abstract] | |
Sohu.com Inc. Shareholders' Equity | 11. 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 months ended March 31, 2017 and 2016, the Company did not repurchase any shares of its common stock. Stock Incentive Plans Sohu (excluding Sohu Video), Sogou, Changyou, and Sohu Video have incentive plans for the granting of share-based awards, including options and restricted share units, to their directors, management and other key employees. 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 stock 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. A new plan (the “Sohu 2010 Stock Incentive Plan”) was adopted by Sohu’s shareholders on July 2, 2010. There has been no share-based compensation expense recognized under the Sohu 2000 Stock Incentive Plan since 2015, as the requisite service periods for all these awards had been completed by the end of 2014. No cash has been received under the Sohu 2000 Stock Incentive Plan since 2016, as all of these awards had been exercised by the end of 2015. 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 stock issued pursuant to the vesting and settlement of restricted stock units and pursuant to the exercise of stock 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 March 31, 2017, 573,680 shares were available for grant under the Sohu 2010 Stock Incentive Plan. Summary of Stock Option Activity On February 7, 2015 and May 1, 2016, the Company’s Board of Directors approved contractual grants to members of the Company’s management and key employees of options for the purchase of an aggregate of 1,068,000 and 13,000 shares of common stock, respectively, with nominal exercise prices of $0.001. These stock options vest and become exercisable in four equal installments over a period of four years, with each installment vesting upon the satisfaction of a service period requirement and certain subjective performance targets. These stock options are substantially similar to restricted stock units except for the nominal exercise price, which would be zero for restricted stock units. Under ASC 718-10-25 ASC 718-10-55 On February 7, 2016 and 2017, 253,250 and 175,000, respectively, of these stock options were granted and became vested, as a mutual understanding of the subjective performance targets was reached between the Company and the recipients, the targets had been satisfied, and the service period requirements had been fulfilled. The cumulative share-based compensation expense for these granted stock options has been adjusted and fixed based on the fair value at the grant date of $10.8 million and $7.0 million, respectively. A summary of stock option activity under the Sohu 2010 Stock Incentive Plan as of and for the three months ended March 31, 2017 is presented below: Weighted Number Weighted Average Aggregate Of Average Remaining Intrinsic Shares Exercise Contractual Value (1) Options (in thousands) Price Life (Years) (in thousands) Outstanding at January 1, 2017 193 $ $ Granted 175 0.001 Exercised (97 ) 0.001 Forfeited or expired 0 Outstanding at March 31, 2017 271 0.001 7.85 10,684 Vested at March 31, 2017 271 0.001 7.85 10,684 Exercisable at March 31, 2017 271 0.001 7.85 10,684 Note (1): The aggregated intrinsic value in the preceding table represents the difference between Sohu’s closing stock price of $39.33 on March 31, 2017 and the nominal exercise prices of the stock options. For the three months ended March 31, 2017 and 2016, total share-based compensation expense recognized for these stock options was negative $2.5 million and negative $0.7 million, respectively. Summary of Restricted Stock Unit Activity A summary of restricted stock unit activity under the Sohu 2010 Stock Incentive Plan as of and for the three months ended March 31, 2017 is presented below: Restricted Stock Units Number of Weighted-Average Unvested at January 1, 2017 11 $ 70.24 Granted 0 — Vested (2 ) 64.00 Forfeited (3 ) 63.35 Unvested at March 31, 2017 6 82.85 Expected to vest after March 31, 2017 4 82.85 For the three months ended March 31, 2017 and 2016, total share-based compensation expense recognized for restricted stock units was $0.1 million and $0.4 million, respectively. As of March 31, 2017, there was $0.2 million of unrecognized compensation expense related to unvested restricted stock units. The expense is expected to be recognized over a weighted average period of 0.43 years. The total fair value on their respective vesting dates of restricted share units that vested during the three months ended March 31, 2017 and 2016 was $86,078 and $169,701, respectively. 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 VIEs 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 March 31, 2017, Sogou had contractually granted options for the purchase of 38,171,450 Sogou ordinary shares under the 2010 Sogou Share Incentive Plan. Of the contractually-granted Sogou share options for the purchase of 38,171,450 Sogou ordinary shares, options for the purchase of 30,971,450 Sogou ordinary shares vest and become exercisable upon a service period requirement being met, as well as Sogou’s achievement of performance targets for the corresponding period. Subject to achievement of the applicable performance targets, of these Sogou share options for the purchase of 30,971,450 Sogou ordinary shares, options for the purchase of 29,799,500 Sogou ordinary shares vest and become exercisable in four equal installments and options for the purchase of 1,171,950 Sogou ordinary shares vest and become exercisable in two to four installments over varying periods. For purposes of recognition of share-based compensation expense, each installment is considered to be granted as of the date that the performance target has been set. As of March 31, 2017, Sogou had granted options for the purchase of 25,242,120 Sogou ordinary shares under the 2010 Sogou Share Incentive Plan. As of March 31, 2017, options for the purchase of 24,894,886 Sogou ordinary 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 22,995,009 Sogou ordinary shares had been exercised. Of the contractually granted Sogou share options, options for the purchase of 7,200,000 Sogou ordinary shares vest and become 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 Sogou’s 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. 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 As of March 31, 2017, for purposes of recognition of share-based compensation expense, Sogou had granted Sogou share options for the purchase of 32,442,120 Sogou ordinary shares, of which options for the purchase of 9,447,111 Sogou ordinary shares were outstanding. A summary of Sogou share option activity under the Sogou 2010 Share Incentive Plan as of and for the three months ended March 31, 2017 is presented below: Weighted Number Weighted Average Of Average Remaining Shares Exercise Contractual Options (in thousands) Price Life (Years) Outstanding at January 1, 2017 9,451 $ 0.476 Granted 0 Exercised 0 Forfeited or expired (4 ) 0.001 Outstanding at March 31, 2017 9,447 0.477 6.06 Vested at March 31, 2017 and expected to vest thereafter 2,247 Exercisable at March 31, 2017 1,900 For the three months ended March 31, 2017 and 2016, total share-based compensation expense recognized for Sogou share options under the Sogou 2010 Share Incentive Plan was $0.3 million and $1.1 million, respectively. As of March 31, 2017, there was $0.4 million of unrecognized compensation expense related to the unvested Sogou share options. The expense is expected to be recognized over a weighted average period of 0.34 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 awards 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 Sogou share 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: Assumptions Adopted Average risk-free interest rate 2.14%~2.26% Exercise multiple 2~3 Expected forfeiture rate (post-vesting) 1%~12% Weighted average expected option life 9 Volatility rate 47% Dividend yield 0% Fair value 3.18 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 Sogou ordinary shares over the exercise price as of the time the Sogou share 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 the Sogou share options granted to Sogou management as of the valuation date and 12% for the Sogou share options granted to Sogou employees as of the valuation date. The life of the Sogou share options is the contract life of the option. Based on the option agreement, the contract life of the Sogou share options is 10 years. As there is no trading market for Sogou’s ordinary shares, 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 Sogou share options. Sogou has no history or expectation of paying dividends on its ordinary shares. Accordingly, the dividend yield was 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’s 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 March 31, 2017, Sohu had contractually granted options for the purchase of 10,705,000 Sogou ordinary shares to members of Sohu’s Board of Directors, management and other key employees under the Sohu Management Sogou Share Option Arrangement. Of the contractually-granted Sogou share options for the purchase of 10,705,000 Sogou ordinary shares, options for the purchase of 8,290,000 Sogou ordinary shares vest and become 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. For purposes of recognition of share-based compensation expense, each installment is considered to be granted as of the date that the performance target has been set. As of March 31, 2017, Sohu had granted Sogou share options for the purchase of 8,290,000 Sogou ordinary shares under the Sohu Management Sogou Share Option Arrangement. As of March 31, 2017, options for the purchase of 8,290,000 Sogou ordinary 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 8,232,500 Sogou ordinary shares had been exercised. Options for the purchase of 15,000 Sogou ordinary shares that were granted to members of Sohu’s Board of Directors in 2015 vested and became exercisable in 2015, as the service period requirement for vesting had been met. The remaining options for the purchase of 2,400,000 Sogou ordinary shares vest and become 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 Sogou share options for the purchase of 2,400,000 Sogou ordinary 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 As of March 31, 2017, for purposes of recognition of share-based compensation expense, Sohu had granted options for the purchase of 10,705,000 Sogou ordinary shares, of which options for the purchase of 2,469,500 Sogou ordinary shares were outstanding. A summary of Sogou share option activity under the Sohu Management Sogou Share Option Arrangement as of and for the three months ended March 31, 2017 is presented below: Weighted Number Weighted Average Of Average Remaining Shares Exercise Contractual Options (in thousands) Price Life (Years) Outstanding at January 1, 2017 3,190 $ 0.623 Granted 0 Exercised (720 ) 0.625 Forfeited or expired 0 Outstanding at March 31, 2017 2,470 0.622 5.93 Vested at March 31, 2017 70 Exercisable at March 31, 2017 70 For the three months ended March 31, 2017 and 2016, total share-based compensation expense recognized for Sogou share options under the Sohu Management Sogou Share Option Arrangement was nil and $297,106, respectively. As of March 31, 2017, there was no unrecognized compensation expense related to unvested Sogou share options. The method used to determine the fair value of Sogou share options granted to members of Sohu’s Board of Directors, management and other employees was the same as the method used for the Sogou share options granted to Sogou’s management and key employees as described above. There was no share-based compensation expense recognized under the Sohu Management Sogou Share Option Arrangement for the three months ended March 31, 2017. Sogou Share Repurchase Transaction In January 2017, Sogou repurchased 720,000 of its Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group for an aggregate price of $7.2 million. Approximately $4.0 million incremental share-based compensation expense associated with letter agreements entered into in 2016 between the Sohu Group and the former President and Chief Financial Officer of the Sohu Group in connection with her resignation, which amount is equal to the excess of the repurchase price over the fair value of Sogou Class A Ordinary Shares as of the repurchase date, related to events occurring in 2016 and was recorded in the Sohu Group’s statements of comprehensive income for the quarter ended March 31, 2017. The Group assessed the impact and determined that it was not material to the quarter ended December 31, 2016, the year ended December 31, 2016, or the quarter ended March 31, 2017. Option Modification In the first and second quarter of 2013, a portion of the Sogou share options granted under the Sogou 2010 Share Incentive Plan and the Sohu Management Sogou Share Option Arrangement were exercised early, and the Sogou ordinary shares issued upon exercise were transferred to trusts with the original option grantees as beneficiaries. The trusts will distribute the Sogou ordinary shares to those beneficiaries in installments based on the vesting requirements under the option agreements. Although these trust arrangements caused a modification of the terms of these Sogou share options, the modification was not considered substantive. Accordingly, no incremental fair value related to these Sogou ordinary shares resulted from the modification, and the remaining share-based compensation expense for these Sogou ordinary shares will continue to be recognized over the original remaining vesting period. As of March 31, 2017, options for the purchase of 11,370,000 Sogou ordinary shares granted under the Sogou 2010 Share Incentive Plan had been exercised early but had not been distributed to the beneficiaries of the trusts. All of the early-exercised Sogou ordinary shares that were distributed to those beneficiaries by the trusts in accordance with the vesting requirements under the option agreements have been included in the disclosures under the heading “Sogou 2010 Share Incentive Plan” above. 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 March 31, 2017, unvested Tencent restricted share unit awards held by these employees provided for the issuance of up to 40,300 ordinary shares of Tencent, taking into consideration a five-for-one split of Tencent’s shares that became effective in May 2014. For the three months ended March 31, 2017 and 2016, share-based compensation expense of $298 and $0.3 million, respectively, related to these Tencent restricted share units was recognized in the Group’s consolidated statements of comprehensive income. As of March 31, 2017, there was $0.1 million of unrecognized compensation expense related to these unvested Tencent restricted share units. This amount is expected to be recognized over a weighted average period of 1.03 years. 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 Changyou ordinary shares, including Changyou ordinary shares issued pursuant to the exercise of share options and upon vesting and settlement of restricted share units. The 2,000,000 reserved Changyou ordinary shares became 20,000,000 Changyou 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. Prior to the completion of Changyou’s initial public offering, Changyou had granted under the Changyou 2008 Share Incentive Plan 15,000,000 Changyou 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. Through March 31, 2017, 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 Changyou ordinary shares, to certain members of its management other than Tao Wang, and certain other Changyou employees. Share-based Awards granted before Changyou’s IPO All of the restricted Changyou ordinary shares and restricted share units granted before Changyou’s IPO became vested by the end of 2013. Hence there has been no share-based compensation expense recognized with respect to such restricted Changyou ordinary shares and restricted share units since their respective vesting dates. Share-based Awards granted after Changyou’s IPO Through March 31, 2017, 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 Changyou ordinary shares, to certain members of its management other than Tao Wang and to certain of its other employees. These Changyou restricted share units are subject to vesting over a four-year period commencing on their grant dates. Share-based compensation expense for such Changyou restricted share units is recognized on an accelerated basis over the requisite service period. The fair value of Changyou 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 three months ended March 31, 2017 is presented below: Restricted Share Units Number of Units (in thousands) Weighted-Average Unvested at January 1, 2017 10 $ 14.25 Granted 0 Vested 0 Forfeited 0 Unvested at March 31, 2017 10 14.25 Expected to vest after March 31, 2017 10 14.25 For the three months ended March 31, 2017 and 2016, total share-based compensation expense recognized for the Changyou restricted share units described above was $9,000 and $22,000, respectively. As of March 31, 2017, there was $21,000 of unrecognized compensation expense related to the unvested restricted share units. The expense is expected to be recognized over a weighted average period of 0.55 years. The total fair value of the unvested restricted share units was nil during both the three months ended March 31, 2017 and the three months ended March 31, 2016. 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. The maximum term of any share right granted under the Changyou 2014 Share Incentive Plan is ten years from the grant date. The Changyou 2014 Share Incentive Plan will expire in June 2024. As of March 31, 2017, 2,823,000 shares were available for grant under the Changyou 2014 Share Incentive Plan. 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 contractual grant of options for the purchase of an aggregate of 1,998,000 Class A ordinary shares to certain members of its management and certain other employees at an exercise price of $0.01. On July 28, 2016, Changyou’s Board of Directors approved the contractual grant of options for the purchase of an aggregate of 100,000 Class A ordinary shares to certain member of its management at an exercise price of $0.01. These Changyou share options vest 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. These Changyou share options are substantially similar to restricted share units except for the nominal exercise price, which would be zero for restricted share units. Under ASC 718-10-25 ASC 718-10-55 On November 2, 2015, June 1, 2016 and November 2, 2016, 450,000, 329,000 and 450,000, respectively, of these Changyou share options were granted and became vested, as a mutual understanding of the subjective performance targets had been reached between Changyou and the recipients, the targets had been satisfied, and the service period requirements had been fulfilled. The share-based compensation expense for these granted Changyou share options has been adjusted and fixed based on their fair value of $4.7 million, $3.2 million and $5.9 million, respectively, at the grant date. A summary of share option activity under the Changyou 2014 Share Incentive Plan as of and for the three months ended March 31, 2017 is presented below: Options Number Of Weighted Weighted Aggregate Outstanding at January 1, 2017 852 $ 0.01 7.93 $ 9,032 Granted 0 Exercised (22 ) 0.01 Forfeited or expired 0 Outstanding at March 31, 2017 830 0.01 7.67 11,628 Vested at March 31, 2017 830 0.01 11,628 Exercisable at March 31, 2017 830 0.01 Note (1): The aggregated intrinsic value in the preceding table represents the difference between Changyou’s closing price of $28.04 per ADS, or $14.02 per Class A ordinary share, on March 31, 2017 and the nominal exercise price of share option. For the three months ended March 31, 2017 and 2016, share-based compensation expense recognized for these share options under the Changyou 2014 Share Incentive Plan was $5.5 million and negative $1.3 million, respectively. Summary of Restricted Share Unit Activity On November 2, 2014, Changyou had contractually granted under the 2014 Share Incentive Plan an aggregate of 16,000 Changyou 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 these Changyou restricted share units were determined based on market price of Changyou’s ADSs on the grant dates. Due to the termination of employment of an employee during the second quarter of 2015 prior to vesting of Changyou restricted share units held by the employee, Changyou reversed share-based compensation expense in the amount of $17,000. There was no unrecognized compensation expense for these restricted share units after the second quarter of 2015, as all of them were forfeited during that quarter. 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 March 31, 2017, grants of options for the purchase of 16,368,200 ordinary shares of Sohu Video had been contractually made and were subject to vesting in four equal installments, with each installment vesting upon a service period requirement being met, as well as Sohu Video’s achievement of performance targets for the corresponding period. For purposes of ASC 718-10-25 For the three months ended March 31, 2017 and the three months ended March 31, 2016, total share-based compensation expense recognized for vested options under the Video 2011 Share Incentive Plan was $0.2 million and negative $0.2 million, respectively. The fair value as of March 31, 2017 of the Sohu Video options contractually granted to management and key employees of Sohu Video and to Sohu management was estimated on the reporting date using the BP Model, with the following assumptions used: Assumptions Adopted Average risk-free interest rate 2.6 % Exercise multiple 2.8 Expected forfeiture rate (post-vesting) 14 % Weighted average expected option life 4.8 Volatility rate 45.6 % Dividend yield 0.00 % Fair value 0.66 |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2017 | |
NONCONTROLLING INTEREST [Abstract] | |
Noncontrolling Interest | 12. NONCONTROLLING INTEREST The noncontrolling interests in the Sohu GroupÂ’s consolidated financial statements primarily consist of noncontrolling interests for Sogou and Changyou. Noncontrolling Interest in the Consolidated Balance Sheets As of March 31, 2017 and December 31, 2016, noncontrolling interest in the consolidated balance sheets was $582.7 million and $564.2 million, respectively. As of December 31, 2016 March 31, 2017 Sogou $ 165,584 $ 167,416 Changyou 398,631 415,120 Other 0 178 Total $ 564,215 $ 582,714 Noncontrolling Interest of Sogou As of March 31, 2017 and December 31, 2016, noncontrolling interest of Sogou of $167.4 million and $165.6 million, respectively, was recognized in the Sohu GroupÂ’s consolidated balance sheets, representing SogouÂ’s cumulative results of operations attributable to shareholders other than Sohu.com Inc., and reflecting the reclassification of SogouÂ’s share-based compensation expense from shareholdersÂ’ additional paid-in capital to noncontrolling interest, 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 SogouÂ’s repurchase of Class A Ordinary Shares from noncontrolling shareholders in June 2014 and January 2017. Noncontrolling Interest of Changyou As of March 31, 2017 and December 31, 2016, noncontrolling interest of Changyou of $415.1 million and $398.6 million, respectively, was recognized in the Sohu GroupÂ’s consolidated balance sheets, representing both of a 31% economic interest in ChangyouÂ’s net assets held by shareholders other than Sohu.com Inc, and reflected the reclassification of ChangyouÂ’s share-based compensation expense from shareholdersÂ’ additional paid-in capital to noncontrolling interest. Noncontrolling Interest in the Consolidated Statements of Comprehensive Income For the three months ended March 31, 2017 and 2016, net income of $17.9 million and $31.2 million, respectively, attributable to the noncontrolling interest was recognized in the Sohu GroupÂ’s consolidated statements of comprehensive income. Three Months Ended 2016 2017 Sogou $ 20,612 $ 8,398 Changyou 10,619 9,508 Other 0 (11 ) Total $ 31,231 $ 17,895 Noncontrolling Interest of Sogou For the three months ended March 31, 2017 and 2016, net income of $8.4 million and $20.6 million, respectively, attributable to the noncontrolling interest of Sogou was recognized in the Sohu GroupÂ’s consolidated statements of comprehensive income, representing SogouÂ’s net income attributable to shareholders other than Sohu.com Inc. Noncontrolling Interest of Changyou For the three months ended March 31, 2017 and 2016, net income of $9.5 million and $10.6 million, respectively, attributable to the noncontrolling interest of Changyou was recognized in the Sohu GroupÂ’s consolidated statements of comprehensive income, representing a 31% economic interest in Changyou attributable to shareholders other than Sohu.com Inc. for both periods. |
Net Income _(Loss) per Share
Net Income /(Loss) per Share | 3 Months Ended |
Mar. 31, 2017 | |
NET INCOME /(LOSS) PER SHARE [Abstract] | |
Net Income /(Loss) per Share | 13. 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 March 31, 2017 and 2016, 302,646 and 265,000 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. (i) 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 12—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 Sogou share options with the performance targets achieved as well as vested but unexercised Sogou 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. In the first quarter of 2017, 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. (ii) 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 share options, and vested restricted share units and share options 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 and share options 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. In the first quarter of 2017, all of these Changyou restricted share units and share options 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. 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 2016 2017 Numerator: Net loss attributable to Sohu.com Inc., basic $ (20,286 ) $ (68,248 ) Effect of dilutive securities: Incremental dilution from Sogou 0 0 Incremental dilution from Changyou (291 ) (416 ) Net loss attributable to Sohu.com Inc., diluted $ (20,577 ) $ (68,664 ) Denominator: Weighted average basic common shares outstanding 38,666 38,811 Effect of dilutive securities: Share options and restricted share units 0 0 Weighted average diluted common shares outstanding 38,666 38,811 Basic net loss per share attributable to Sohu.com Inc. $ (0.52 ) $ (1.76 ) Diluted net loss per share attributable to Sohu.com Inc. $ (0.53 ) $ (1.77 ) |
Impact of Recently Issued Accou
Impact of Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS [Abstract] | |
Impact of Recently Issued Accounting Pronouncements | 14. IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606).’’ This guidance supersedes current guidance on revenue recognition in Topic 605, ‘‘Revenue Recognition.” In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No. 2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard are being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Sohu Group will apply the new revenue standard beginning January 1, 2018, and will not early adopt. The Sohu Group has set up an implementation team that is currently in the process of analyzing each of the Sohu Group’s revenue streams in accordance with the new revenue standard to determine the impact on the Group’s consolidated financial statements. The Sohu Group plans to continue the evaluation, analysis, and documentation of its adoption of ASU 2014-09 (including those subsequently issued updates that clarify ASU 2014-09’s provisions) throughout 2017 as the Sohu Group works towards the implementation and finalizes its determination of the impact that the adoption will have on its consolidated financial statements. Recognition and Measurement of Financial Assets and Financial Liabilities. On January 5, 2016, the FASB issued ASU 2016-01 (“ASU 2016-01”) Leases. On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases ASU 2016-02 ASU 2016-02 ASU 2016-02 Compensation – Stock Compensation. On March 30, 2016, the FASB issued ASU 2016-09 (“ASU 2016-09”), Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting Financial Instruments-Credit Losses. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326) Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments, Statement of Cash Flows (Topic 230): Restricted Cash. In November 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment.” |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
Segment operating information by segment | Three Months Ended March 31, 2016 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 131,572 $ 147,329 $ 129,840 $ (789 ) $ 407,952 Segment cost of revenues (86,422 ) (64,571 ) (41,857 ) 58 (192,792 ) Segment gross profit 45,150 82,758 87,983 (731 ) 215,160 SBC (2) in cost of revenues (62 ) 0 7 0 (55 ) Gross profit 45,088 82,758 87,990 (731 ) 215,105 Operating expenses: Product development (3) (22,536 ) (30,722 ) (30,597 ) 1,173 (82,682 ) Sales and marketing (1) (51,371 ) (27,099 ) (12,556 ) 993 (90,033 ) General and administrative (12,231 ) (3,390 ) (11,647 ) 28 (27,240 ) SBC (2) in operating expenses 99 (1,744 ) 1,267 0 (378 ) Total operating expenses (86,039 ) (62,955 ) (53,533 ) 2,194 (200,333 ) Operating profit /(loss) (40,951 ) 19,803 34,457 1,463 14,772 Other income (3) 1,376 164 3,847 (1,463 ) 3,924 Interest income (4) 2,261 1,704 4,051 (2,179 ) 5,837 Interest expense (4) (1,666 ) 0 (1,211 ) 2,179 (698 ) Exchange difference (334 ) (81 ) (607 ) 0 (1,022 ) Income /(loss) before income tax expense (39,314 ) 21,590 40,537 0 22,813 Income tax expense (2,647 ) (1,487 ) (7,734 ) 0 (11,868 ) Net income /(loss) $ (41,961 ) $ 20,103 $ 32,803 $ 0 $ 10,945 Note (1): The elimination mainly consists of revenues and expenses generated from marketing services among the Sohu, Sogou and Changyou segments. Note (2): “SBC” stands for share-based compensation expense. Note (3): The elimination mainly consists of leasing income and expenses generated from a building that Sohu leases to Sogou. Note (4): The elimination represents interest income/ (expense) resulting from intracompany loans between the Sohu segment and the Changyou segment. Three Months Ended March 31, 2017 Sohu Sogou Changyou Eliminations Consolidated Revenues (1) $ 92,492 $ 162,284 $ 119,870 $ (543 ) $ 374,103 Segment cost of revenues (92,202 ) (87,454 ) (39,088 ) 51 (218,693 ) Segment gross profit 290 74,830 80,782 (492 ) 155,410 SBC (2) in cost of revenues (159 ) (3 ) (24 ) 0 (186 ) Gross profit 131 74,827 80,758 (492 ) 155,224 Operating expenses: Product development (3) (25,979 ) (32,849 ) (24,404 ) 1,461 (81,771 ) Sales and marketing (1) (55,051 ) (24,765 ) (10,536 ) 931 (89,421 ) General and administrative (10,905 ) (4,635 ) (8,791 ) 32 (24,299 ) SBC (2) in operating expenses 2,806 (4,340 ) (5,509 ) 0 (7,043 ) Total operating expenses (89,129 ) (66,589 ) (49,240 ) 2,424 (202,534 ) Operating profit /(loss) (88,998 ) 8,238 31,518 1,932 (47,310 ) Other income/(expense) (3) 3,741 23 2,267 (1,932 ) 4,099 Interest income (4) 1,671 1,658 6,416 (5,274 ) 4,471 Interest expense (4) (4,376 ) 0 (1,073 ) 5,274 (175 ) Exchange difference 615 (639 ) (742 ) 0 (766 ) Income /(loss) before income tax expense (87,347 ) 9,280 38,386 0 (39,681 ) Income tax expense (1,195 ) (1,052 ) (8,425 ) 0 (10,672 ) Net income /(loss) $ (88,542 ) $ 8,228 $ 29,961 $ 0 $ (50,353 ) Note (1): The elimination mainly consists of revenues and expenses generated from marketing services among the Sohu, Sogou and Changyou segments. Note (2): “SBC” stands for share-based compensation expense. Note (3): The elimination mainly consists of leasing income and expenses generated from a building that Sohu leases to Sogou. Note (4): The elimination represents interest income/ (expense) resulting from intracompany loans between the Sohu segment and the Changyou segment. |
Segment assets information by segment | As of December 31, 2016 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 167,691 $ 286,078 $ 597,188 $ 0 $ 1,050,957 Accounts receivable, net 100,317 41,781 47,150 (81 ) 189,167 Fixed assets, net 196,839 117,022 189,770 0 503,631 Total assets (1) $ 1,241,844 $ 499,589 $ 1,708,037 $ (885,780 ) $ 2,563,690 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. As of March 31, 2017 Sohu Sogou Changyou Eliminations Consolidated Cash and cash equivalents $ 113,541 $ 294,734 $ 560,674 $ 0 $ 968,949 Accounts receivable, net 87,421 36,065 50,097 (82 ) 173,501 Fixed assets, net 194,716 114,474 187,892 0 497,082 Total assets (1) $ 1,170,143 $ 508,559 $ 1,750,861 $ (953,136 ) $ 2,476,427 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 Expe23
Share-Based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SHARE-BASED COMPENSATION EXPENSE [Abstract] | |
Share-based compensation expense recognized in costs and expenses | Three Months Share-based compensation expense 2016 2017 Cost of revenues $ 55 $ 186 Product development expenses (1) (3 ) 2,327 Sales and marketing expenses 14 665 General and administrative expenses 367 4,051 $ 433 $ 7,229 Note (1): The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Share-based compensation expense recognized for share awards of Sohu (excluding Sohu Video), Sogou, Changyou and Sohu Video | Three Months Ended Share-based compensation expense 2016 2017 For Sohu (excluding Sohu Video) share-based awards (1) $ (272 ) $ (2,443 ) For Sogou share-based awards (2) 1,730 4,337 For Changyou share-based awards (1) (1,274 ) 5,533 For Sohu Video share-based awards (1) 249 (198 ) $ 433 $ 7,229 Note (1): The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. Note (2): Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with SogouÂ’s repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
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, 2016 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Other Observable Significant Cash equivalents $ 626,697 $ 0 $ 626,697 $ 0 Short-term investments 247,926 0 247,926 0 Available-for-sale equity securities 10,381 10,381 0 0 Foreign exchange forward contracts 3,040 0 3,040 0 Restricted time deposits 269 0 269 0 Total $ 888,313 $ 10,381 $ 877,932 $ 0 The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy, as of March 31, 2017 (in thousands): Fair value measurements at reporting date using Items As of Quoted Prices Significant Other Observable Significant Cash equivalents $ 573,742 $ 0 $ 573,742 $ 0 Short-term investments 282,976 0 282,976 0 Available-for-sale equity securities 9,703 9,703 0 0 Foreign exchange forward contracts 2,517 0 2,517 0 Restricted time deposits 269 0 269 0 Total $ 869,207 $ 9,703 $ 859,504 $ 0 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
GOODWILL [Abstract] | |
Changes in carrying value of goodwill by segment | Sohu Sogou Changyou Total Balance as of December 31, 2016 Goodwill $ 72,011 5,565 96,949 174,525 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 36,223 $ 5,565 $ 26,502 $ 68,290 Transactions in 2017 Goodwill associated with MoboTap and reclassification of assets held for sale to assets held for use (1) 0 0 83,470 83,470 Goodwill associated with an acquisition 1,000 0 0 1,000 Foreign currency translation adjustment 77 30 90 197 Balance as of March 31, 2017 $ 37,300 $ 5,595 $ 110,062 $ 152,957 Balance as of March 31, 2017 Goodwill $ 73,088 $ 5,595 $ 180,509 $ 259,192 Accumulated impairment losses (35,788 ) 0 (70,447 ) (106,235 ) $ 37,300 $ 5,595 $ 110,062 $ 152,957 Note (1): Represents goodwill associated with the reclassification of assets held for sale to assets held for use in connection with MoboTap. See Note 6 – Fair Value Measurements. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Contractual Obligations | As of March 31, 2017 2018 2019 2020 2021 Thereafter Total Purchase of cinema advertisement slot rights 48,622 61,663 25,906 9,177 639 0 146,007 Purchase of content and services – video 90,867 25,352 17,002 0 0 0 133,221 Purchase of bandwidth 60,936 4,646 1,235 1,061 309 0 68,187 Operating lease obligations 14,246 13,784 2,855 618 58 10 31,571 Expenditures for operating rights for licensed games with technological feasibility 2,381 17,222 0 0 0 0 19,603 Purchase of content and services – others 9,311 473 72 30 0 0 9,886 Purchase of fixed assets 3,556 0 0 0 0 0 3,556 Fees for operating rights for licensed games in development 1,369 348 0 0 0 0 1,717 Expenditures for rights to titles of games in development 259 1,186 0 0 0 0 1,445 Others 3,644 3 0 0 0 0 3,647 Total Payments Required 235,191 124,677 47,070 10,886 1,006 10 418,840 |
VIEs (Tables)
VIEs (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
VIES [Abstract] | |
Financial information of consolidated VIEs | As of December 31, March 31, ASSETS: Cash and cash equivalents $ 94,859 $ 88,530 Accounts receivable, net 72,151 69,203 Prepaid and other current assets 86,722 35,279 Assets held for sale 12,551 0 Intercompany receivables due from the CompanyÂ’s subsidiaries 197,438 292,904 Total current assets 463,721 485,916 Long-term investments, net 17,472 16,522 Fixed assets, net 4,372 4,054 Intangible assets, net 14,545 13,611 Goodwill 35,161 36,256 Other non-current assets 4,052 2,857 Total assets $ 539,323 $ 559,216 LIABILITIES: Accounts payable $ 15,824 $ 17,599 Accrued liabilities 96,695 67,368 Receipts in advance and deferred revenue 44,797 45,163 Liabilities held for sale 3,232 0 Other current liabilities 111,775 110,365 Intercompany payables due to the CompanyÂ’s subsidiaries 129,431 171,552 Total current liabilities 401,754 412,047 Long-term taxes payable 13,463 13,537 Deferred tax liabilities 1,273 1,255 Intercompany payables due to the CompanyÂ’s subsidiaries 19,620 19,726 Total liabilities $ 436,110 $ 446,565 Three months ended March 31, 2016 2017 Net revenue $ 218,664 $ 190,708 Net income 5,592 9,432 Three months ended March 31, 2016 2017 Net cash provided by /(used in) operating activities $ 2,291 $ (18,854 ) Net cash provided by /(used in) investing activities (2,502 ) 4,278 Net cash provided by financing activities 0 0 |
Sohu.com Inc. Shareholders' E28
Sohu.com Inc. Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Sohu 2010 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Weighted Number Weighted Average Aggregate Of Average Remaining Intrinsic Shares Exercise Contractual Value (1) Options (in thousands) Price Life (Years) (in thousands) Outstanding at January 1, 2017 193 $ $ Granted 175 0.001 Exercised (97 ) 0.001 Forfeited or expired 0 Outstanding at March 31, 2017 271 0.001 7.85 10,684 Vested at March 31, 2017 271 0.001 7.85 10,684 Exercisable at March 31, 2017 271 0.001 7.85 10,684 Note (1): The aggregated intrinsic value in the preceding table represents the difference between SohuÂ’s closing stock price of $39.33 on March 31, 2017 and the nominal exercise prices of the stock options. |
Restricted share unit activity | Restricted Stock Units Number of Weighted-Average Unvested at January 1, 2017 11 $ 70.24 Granted 0 — Vested (2 ) 64.00 Forfeited (3 ) 63.35 Unvested at March 31, 2017 6 82.85 Expected to vest after March 31, 2017 4 82.85 |
Sogou 2010 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Weighted Number Weighted Average Of Average Remaining Shares Exercise Contractual Options (in thousands) Price Life (Years) Outstanding at January 1, 2017 9,451 $ 0.476 Granted 0 Exercised 0 Forfeited or expired (4 ) 0.001 Outstanding at March 31, 2017 9,447 0.477 6.06 Vested at March 31, 2017 and expected to vest thereafter 2,247 Exercisable at March 31, 2017 1,900 |
Stock option assumptions | Assumptions Adopted Average risk-free interest rate 2.14%~2.26% Exercise multiple 2~3 Expected forfeiture rate (post-vesting) 1%~12% Weighted average expected option life 9 Volatility rate 47% Dividend yield 0% Fair value 3.18 |
Sohu Management Sogou Share Option Arrangement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Weighted Number Weighted Average Of Average Remaining Shares Exercise Contractual Options (in thousands) Price Life (Years) Outstanding at January 1, 2017 3,190 $ 0.623 Granted 0 Exercised (720 ) 0.625 Forfeited or expired 0 Outstanding at March 31, 2017 2,470 0.622 5.93 Vested at March 31, 2017 70 Exercisable at March 31, 2017 70 |
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, 2017 10 $ 14.25 Granted 0 Vested 0 Forfeited 0 Unvested at March 31, 2017 10 14.25 Expected to vest after March 31, 2017 10 14.25 |
Changyou 2014 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share option activity | Options Number Of Weighted Weighted Aggregate Outstanding at January 1, 2017 852 $ 0.01 7.93 $ 9,032 Granted 0 Exercised (22 ) 0.01 Forfeited or expired 0 Outstanding at March 31, 2017 830 0.01 7.67 11,628 Vested at March 31, 2017 830 0.01 11,628 Exercisable at March 31, 2017 830 0.01 Note (1): The aggregated intrinsic value in the preceding table represents the difference between ChangyouÂ’s closing price of $28.04 per ADS, or $14.02 per Class A ordinary share, on March 31, 2017 and the nominal exercise price of share option. |
Video 2011 Share Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option assumptions | Assumptions Adopted Average risk-free interest rate 2.6 % Exercise multiple 2.8 Expected forfeiture rate (post-vesting) 14 % Weighted average expected option life 4.8 Volatility rate 45.6 % Dividend yield 0.00 % Fair value 0.66 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
NONCONTROLLING INTEREST [Abstract] | |
Noncontrolling interest in consolidated balance sheets | As of December 31, 2016 March 31, 2017 Sogou $ 165,584 $ 167,416 Changyou 398,631 415,120 Other 0 178 Total $ 564,215 $ 582,714 |
Noncontrolling interest in consolidated statements of comprehensive income | Three Months Ended 2016 2017 Sogou $ 20,612 $ 8,398 Changyou 10,619 9,508 Other 0 (11 ) Total $ 31,231 $ 17,895 |
Net Income _(Loss) per Share (T
Net Income /(Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
NET INCOME /(LOSS) PER SHARE [Abstract] | |
Calculation of basic and diluted net income /(loss) per share | Three Months Ended 2016 2017 Numerator: Net loss attributable to Sohu.com Inc., basic $ (20,286 ) $ (68,248 ) Effect of dilutive securities: Incremental dilution from Sogou 0 0 Incremental dilution from Changyou (291 ) (416 ) Net loss attributable to Sohu.com Inc., diluted $ (20,577 ) $ (68,664 ) Denominator: Weighted average basic common shares outstanding 38,666 38,811 Effect of dilutive securities: Share options and restricted share units 0 0 Weighted average diluted common shares outstanding 38,666 38,811 Basic net loss per share attributable to Sohu.com Inc. $ (0.52 ) $ (1.76 ) Diluted net loss per share attributable to Sohu.com Inc. $ (0.53 ) $ (1.77 ) |
The Company and Basis of Pres31
The Company and Basis of Presentation (Narrative) (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Organization and Nature of Operations [Line Items] | |||
Revenues | $ 374,103,000 | $ 407,952,000 | |
Product Risk [Member] | Total revenues [Member] | TLBB [Member] | |||
Organization and Nature of Operations [Line Items] | |||
Percentage of revenues derived from TLBB | 14.00% | 14.00% | |
Changyou [Member] | MoboTap [Member] | |||
Organization and Nature of Operations [Line Items] | |||
Disposal of equity interest in MoboTap | 51.00% | 51.00% | |
Impairment loss | $ 0 | ||
Catch up of depreciation and amortization expense of the assets held for sale before the reclassification | 1,400,000 | ||
Changyou [Member] | TLBB [Member] | |||
Organization and Nature of Operations [Line Items] | |||
Revenues | $ 53,300,000 | $ 55,500,000 | |
Changyou [Member] | Product Risk [Member] | Online game revenues [Member] | TLBB [Member] | |||
Organization and Nature of Operations [Line Items] | |||
Percentage of revenues derived from TLBB | 63.00% | 54.00% | |
Changyou [Member] | Product Risk [Member] | Total revenues [Member] | TLBB [Member] | |||
Organization and Nature of Operations [Line Items] | |||
Percentage of revenues derived from TLBB | 44.00% | 43.00% |
The Company and Basis of Pres32
The Company and Basis of Presentation (Narrative) (Details 2) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Sogou [Member] | Ordinary Shares and Preferred Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 334,026,595 |
Sogou [Member] | Series A Preferred Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Dividend rate per annum per Preferred Share | $ / shares | $ 0.0375 |
Preferred share conversion price | $ / shares | $ 0.625 |
Sogou [Member] | Series A Preferred Shares [Member] | Minimum [Member] | |
Noncontrolling Interest [Line Items] | |
Times over original sales price preferred shareholders entitled to receive in event of liquidation | $ / shares | 1.3 |
Sogou [Member] | Series A Preferred Shares [Member] | Maximum [Member] | |
Noncontrolling Interest [Line Items] | |
Preferred share conversion price | $ / shares | $ 0.625 |
Sogou [Member] | Series B Preferred Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Dividend rate per annum per Preferred Share | $ / shares | 0.411 |
Preferred share conversion price | $ / shares | 7.267 |
Sogou [Member] | Series B Preferred Shares [Member] | Minimum [Member] | |
Noncontrolling Interest [Line Items] | |
Amount per share of preferred shares to receive in event of liquidation | $ / shares | 6.847 |
Sogou [Member] | Series B Preferred Shares [Member] | Maximum [Member] | |
Noncontrolling Interest [Line Items] | |
Preferred share conversion price | $ / shares | $ 7.267 |
Sogou [Member] | Sohu [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of outstanding equity capital held by parent company | 36.00% |
Voting power held by parent | 50.00% |
Sogou [Member] | Sohu [Member] | Class A Ordinary Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 130,977,750 |
Shares to be purchased by Sohu management and key employees | shares | 3,764,500 |
Sogou [Member] | Photon [Member] | Series A Preferred Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 32,000,000 |
Sogou [Member] | Tencent [Member] | Class A Ordinary Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 6,757,875 |
Sogou [Member] | Tencent [Member] | Series B Preferred Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 65,431,579 |
Sogou [Member] | Tencent [Member] | Non-voting Class B Ordinary Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 79,368,421 |
Sogou [Member] | Various Employees of Sogou and Sohu [Member] | Class A Ordinary Shares [Member] | |
Noncontrolling Interest [Line Items] | |
Shares, outstanding | shares | 19,490,970 |
Changyou [Member] | Sohu [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage of outstanding equity capital held by parent company | 69.00% |
Voting power held by parent | 96.00% |
Segment Information (Segment Op
Segment Information (Segment Operating Information by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | |||
Operating Segments [Member] | Sohu [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | $ 92,492 | $ 131,572 | |
Segment cost of revenues | (92,202) | (86,422) | ||
Segment gross profit | 290 | 45,150 | ||
SBC in cost of revenues | [2] | (159) | (62) | |
Gross profit | 131 | 45,088 | ||
Operating expenses: | ||||
Product development | [3] | (25,979) | (22,536) | |
Sales and marketing | [1] | (55,051) | (51,371) | |
General and administrative | (10,905) | (12,231) | ||
SBC in operating expenses | [2] | 2,806 | 99 | |
Total operating expenses | (89,129) | (86,039) | ||
Operating profit /(loss) | (88,998) | (40,951) | ||
Other income/(expense) | [3] | 3,741 | 1,376 | |
Interest income | [4] | 1,671 | 2,261 | |
Interest expense | [4] | (4,376) | (1,666) | |
Exchange difference | 615 | (334) | ||
Income /(loss) before income tax expense | (87,347) | (39,314) | ||
Income tax expense | (1,195) | (2,647) | ||
Net income /(loss) | (88,542) | (41,961) | ||
Operating Segments [Member] | Sogou [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | 162,284 | 147,329 | |
Segment cost of revenues | (87,454) | (64,571) | ||
Segment gross profit | 74,830 | 82,758 | ||
SBC in cost of revenues | [2] | (3) | 0 | |
Gross profit | 74,827 | 82,758 | ||
Operating expenses: | ||||
Product development | [3] | (32,849) | (30,722) | |
Sales and marketing | [1] | (24,765) | (27,099) | |
General and administrative | (4,635) | (3,390) | ||
SBC in operating expenses | [2] | (4,340) | (1,744) | |
Total operating expenses | (66,589) | (62,955) | ||
Operating profit /(loss) | 8,238 | 19,803 | ||
Other income/(expense) | [3] | 23 | 164 | |
Interest income | [4] | 1,658 | 1,704 | |
Interest expense | [4] | 0 | 0 | |
Exchange difference | (639) | (81) | ||
Income /(loss) before income tax expense | 9,280 | 21,590 | ||
Income tax expense | (1,052) | (1,487) | ||
Net income /(loss) | 8,228 | 20,103 | ||
Operating Segments [Member] | Changyou [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | 119,870 | 129,840 | |
Segment cost of revenues | (39,088) | (41,857) | ||
Segment gross profit | 80,782 | 87,983 | ||
SBC in cost of revenues | [2] | (24) | 7 | |
Gross profit | 80,758 | 87,990 | ||
Operating expenses: | ||||
Product development | [3] | (24,404) | (30,597) | |
Sales and marketing | [1] | (10,536) | (12,556) | |
General and administrative | (8,791) | (11,647) | ||
SBC in operating expenses | [2] | (5,509) | 1,267 | |
Total operating expenses | (49,240) | (53,533) | ||
Operating profit /(loss) | 31,518 | 34,457 | ||
Other income/(expense) | [3] | 2,267 | 3,847 | |
Interest income | [4] | 6,416 | 4,051 | |
Interest expense | [4] | (1,073) | (1,211) | |
Exchange difference | (742) | (607) | ||
Income /(loss) before income tax expense | 38,386 | 40,537 | ||
Income tax expense | (8,425) | (7,734) | ||
Net income /(loss) | 29,961 | 32,803 | ||
Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | (543) | (789) | |
Segment cost of revenues | 51 | 58 | ||
Segment gross profit | (492) | (731) | ||
SBC in cost of revenues | [2] | 0 | 0 | |
Gross profit | (492) | (731) | ||
Operating expenses: | ||||
Product development | [3] | 1,461 | 1,173 | |
Sales and marketing | [1] | 931 | 993 | |
General and administrative | 32 | 28 | ||
SBC in operating expenses | [2] | 0 | 0 | |
Total operating expenses | 2,424 | 2,194 | ||
Operating profit /(loss) | 1,932 | 1,463 | ||
Other income/(expense) | [3] | (1,932) | (1,463) | |
Interest income | [4] | (5,274) | (2,179) | |
Interest expense | 5,274 | 2,179 | [4] | |
Exchange difference | 0 | 0 | ||
Income /(loss) before income tax expense | 0 | 0 | ||
Income tax expense | 0 | 0 | ||
Net income /(loss) | 0 | 0 | ||
Revenues | 374,103 | 407,952 | ||
Segment cost of revenues | (218,693) | (192,792) | ||
Segment gross profit | 155,410 | 215,160 | ||
SBC in cost of revenues | [2] | (186) | (55) | |
Gross profit | 155,224 | 215,105 | ||
Product development | [3] | (81,771) | (82,682) | |
Sales and marketing | [1] | (89,421) | (90,033) | |
General and administrative | (24,299) | (27,240) | ||
SBC in operating expenses | [2] | (7,043) | (378) | |
Total operating expenses | (202,534) | (200,333) | ||
Operating profit /(loss) | (47,310) | 14,772 | ||
Other income/(expense) | 4,099 | 3,924 | ||
Interest income | 4,471 | 5,837 | ||
Interest expense | (175) | (698) | ||
Exchange difference | (766) | (1,022) | ||
Income /(loss) before income tax expense | (39,681) | 22,813 | ||
Income tax expense | (10,672) | (11,868) | ||
Net income /(loss) | $ (50,353) | $ 10,945 | ||
[1] | The elimination mainly consists of revenues and expenses generated from marketing services among the Sohu, Sogou and Changyou segments. | |||
[2] | "SBC" stands for share-based compensation expense. | |||
[3] | The elimination mainly consists of leasing income and expenses generated from a building that Sohu leases to Sogou. | |||
[4] | The elimination represents interest income/ (expense) resulting from intracompany loans between the Sohu segment and the Changyou segment. |
Segment Information (Segment As
Segment Information (Segment Assets Information by Segment) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Operating Segments [Member] | Sohu [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Cash and cash equivalents | $ 113,541 | $ 167,691 | |||
Accounts receivable, net | 87,421 | 100,317 | |||
Fixed assets, net | 194,716 | 196,839 | |||
Total assets | [1] | 1,170,143 | 1,241,844 | ||
Operating Segments [Member] | Sogou [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Cash and cash equivalents | 294,734 | 286,078 | |||
Accounts receivable, net | 36,065 | 41,781 | |||
Fixed assets, net | 114,474 | 117,022 | |||
Total assets | [1] | 508,559 | 499,589 | ||
Operating Segments [Member] | Changyou [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Cash and cash equivalents | 560,674 | 597,188 | |||
Accounts receivable, net | 50,097 | 47,150 | |||
Fixed assets, net | 187,892 | 189,770 | |||
Total assets | [1] | 1,750,861 | 1,708,037 | ||
Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Cash and cash equivalents | 0 | 0 | |||
Accounts receivable, net | (82) | (81) | |||
Fixed assets, net | 0 | 0 | |||
Total assets | [1] | (953,136) | (885,780) | ||
Cash and cash equivalents | 968,949 | 1,050,957 | $ 1,202,376 | $ 1,245,205 | |
Accounts receivable, net | 173,501 | 189,167 | |||
Fixed assets, net | 497,082 | 503,631 | |||
Total assets | $ 2,476,427 | $ 2,563,690 | |||
[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 Expe35
Share-Based Compensation Expense (Narrative) (Details) - shares | Jan. 04, 2012 | Mar. 31, 2017 | Nov. 02, 2016 | Jul. 28, 2016 | Jun. 01, 2016 | May 01, 2016 | Nov. 02, 2015 | Jun. 01, 2015 | Feb. 07, 2015 | Jul. 02, 2010 |
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] | Share Options [Member] | Ordinary Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Installments of share options granted | Four equal installments | |||||||||
Award vesting period | 4 years | |||||||||
Number of options granted | 13,000 | 1,068,000 | ||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Share Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options granted | 450,000 | 329,000 | 450,000 | |||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Share Options [Member] | Class A Ordinary Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Installments of share options granted | Four equal installments | |||||||||
Award vesting period | 4 years | |||||||||
Number of options granted | 100,000 | 1,998,000 | ||||||||
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 ordinary shares on a fully-diluted basis | 10.00% | |||||||||
Sohu Video [Member] | Video 2011 Share Incentive Plan [Member] | Share Options [Member] | Ordinary Shares [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Installments of share options granted | Four equal installments | |||||||||
Number of options granted | 16,368,200 | |||||||||
Number of options vested | 4,972,800 |
Share-Based Compensation Expe36
Share-Based Compensation Expense (Share-based Compensation Expense Recognized in Costs and Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 7,229 | $ 433 | |
Cost of revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 186 | 55 | |
Product development expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | [1] | 2,327 | (3) |
Sales and marketing expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 665 | 14 | |
General and administrative expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 4,051 | $ 367 | |
[1] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Share-Based Compensation Expe37
Share-Based Compensation Expense (Share-based Compensation Expense Recognized for Share Awards of Sohu(excluding Sohu Video), Sogou, Changyou and Sohu Video) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | |
Capitalized share-based compensation expense | 0 | 0 | |
Sohu (excluding Sohu Video) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | [1] | (2,443,000) | (272,000) |
Sogou [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | [2] | 4,337,000 | 1,730,000 |
Sogou [Member] | Former President and CFO of Sohu Group [Member] | Class A Ordinary Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,000,000 | ||
Changyou [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | [1] | 5,533,000 | (1,274,000) |
Sohu Video [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | [1] | $ (198,000) | $ 249,000 |
[1] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. | ||
[2] | Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou's repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Brand advertising revenue from a related party | $ 0 | $ 852,000 |
Sales and marketing expense for a related party | 0 | 13,000 |
Fox Financial [Member] | ||
Related Party Transaction [Line Items] | ||
Brand advertising revenue from a related party | 0 | 900,000 |
Sales and marketing expense for a related party | 0 | $ 13,000 |
Changyou [Member] | Fox Financial [Member] | ||
Related Party Transaction [Line Items] | ||
Loans payable to related parities | 28,300,000 | |
Loans receivable from related parities | 28,300,000 | |
Interest expense incurred | 200,000 | |
Interest income earned | 300,000 | |
Interest expense payable to related parities | 700,000 | |
Interest income receivable from related parities | $ 1,200,000 |
Intracompany Loan and Share P39
Intracompany Loan and Share Pledge Agreement (Details) ¥ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2016CNY (Â¥) | Mar. 31, 2017USD ($) | Mar. 31, 2017CNY (Â¥) | Mar. 31, 2017CNY (Â¥) | Oct. 24, 2016USD ($)shares | Oct. 24, 2016CNY (Â¥)shares | |
Sohu Media [Member] | AmazGame [Member] | Loan Agreement [Member] | |||||||
Intracompany Loan and Share Pledge Agreement [Line Items] | |||||||
Maximum amount of loan Sohu Media can borrow from AmazGame | $ 144.9 | ¥ 1,000 | |||||
Annual interest rate | 6.00% | 6.00% | |||||
Loans received from related parties | $ 72.5 | ¥ 500 | $ 29 | ¥ 200 | |||
Total outstanding balance of loan received from related parties | $ 101.5 | ¥ 700 | |||||
Sohu Game [Member] | Changyou [Member] | Share Pledge Agreement [Member] | Class B ordinary shares | |||||||
Intracompany Loan and Share Pledge Agreement [Line Items] | |||||||
Shares pledged | 11,386,228 | 11,386,228 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments, Measured at Fair Value) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 283,000 | $ 247,900 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 573,742 | 626,697 |
Short-term investments | 282,976 | 247,926 |
Available-for-sale equity securities | 9,703 | 10,381 |
Foreign exchange forward contracts | 2,517 | 3,040 |
Restricted time deposits | 269 | 269 |
Total | 869,207 | 888,313 |
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 |
Short-term investments | 0 | 0 |
Available-for-sale equity securities | 9,703 | 10,381 |
Foreign exchange forward contracts | 0 | 0 |
Restricted time deposits | 0 | 0 |
Total | 9,703 | 10,381 |
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 | 573,742 | 626,697 |
Short-term investments | 282,976 | 247,926 |
Available-for-sale equity securities | 0 | 0 |
Foreign exchange forward contracts | 2,517 | 3,040 |
Restricted time deposits | 269 | 269 |
Total | 859,504 | 877,932 |
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 |
Short-term investments | 0 | 0 |
Available-for-sale equity securities | 0 | 0 |
Foreign exchange forward contracts | 0 | 0 |
Restricted time deposits | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017 | Feb. 29, 2016 | Apr. 30, 2015 | Aug. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | Jan. 31, 2017 | Sep. 30, 2016 | Aug. 12, 2014 | |
Short-term Investments [Abstract] | |||||||||
Investments in financial instruments | $ 283,000,000 | $ 283,000,000 | $ 247,900,000 | ||||||
Gain from Changes in fair value of short-term investments | 2,600,000 | 1,500,000 | |||||||
Long-term Investments [Abstract] | |||||||||
Investment amount | 75,153,000 | 75,153,000 | $ 74,273,000 | ||||||
Long-term Investment in Fox Financial [Member] | |||||||||
Long-term Investments [Abstract] | |||||||||
Investment amount in period | $ 10,500,000 | $ 16,100,000 | $ 4,800,000 | ||||||
Investment amount | 25,600,000 | 25,600,000 | |||||||
Changyou [Member] | |||||||||
Foreign Exchange Forward Contracts [Abstract] | |||||||||
Aggregate nominal amount of foreign exchange forward contracts | $ 50,000,000 | $ 100,000,000 | |||||||
Cash collateral or settlement under foreign exchange forward contracts | 0 | 0 | |||||||
Loss from changes in fair value of foreign exchange forward contracts | $ (500,000) | ||||||||
Changyou [Member] | MoboTap [Member] | |||||||||
Assets and Liabilities Held for Sale [Abstract] | |||||||||
Disposal of equity interest in MoboTap | 51.00% | 51.00% | |||||||
Impairment loss recognized | $ 0 | ||||||||
Catch up of depreciation and amortization expense of the assets held for sale before the reclassification | 1,400,000 | ||||||||
Sogou [Member] | Long-term Investment in Zhihu [Member] | |||||||||
Long-term Investments [Abstract] | |||||||||
Investment amount | 18,900,000 | 18,900,000 | |||||||
Shares of Keyeast [Member] | |||||||||
Available-for-Sale Equity Securities [Abstract] | |||||||||
Percentage of total outstanding common shares acquired and classified as available-for-sale securities | 6.00% | ||||||||
Purchase price of available-for-sale securities | $ 15,100,000 | ||||||||
Fair value of available-for-sale equity securities | $ 9,700,000 | 9,700,000 | |||||||
Unrealized loss representing change in fair value | (5,400,000) | ||||||||
Shares of Keyeast [Member] | Long-term Investment in Fox Financial [Member] | |||||||||
Long-term Investments [Abstract] | |||||||||
Equity method investment, ownership percentage in Fox Financial, before dilution | 7.00% | ||||||||
Equity method investment, ownership percentage in Fox Financial, after dilution | 6.00% | ||||||||
Dilution gain | $ 700,000 |
Goodwill (Carrying Value of Goo
Goodwill (Carrying Value of Goodwill by Segment) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 174,525 | |
Accumulated impairment losses, Beginning Balance | (106,235) | |
Goodwill, Net, Beginning Balance | 68,290 | |
Transactions in Period [Abstract] | ||
Goodwill associated with MoboTap reclassification of assets held for sale to assets held for use | 83,470 | [1] |
Goodwill associated with an acquisition | 1,000 | |
Foreign currency translation adjustment | 197 | |
Goodwill, Ending Balance | 259,192 | |
Accumulated impairment losses, Ending Balance | (106,235) | |
Goodwill, Net, Ending Balance | 152,957 | |
Operating Segments [Member] | Sohu [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 72,011 | |
Accumulated impairment losses, Beginning Balance | (35,788) | |
Goodwill, Net, Beginning Balance | 36,223 | |
Transactions in Period [Abstract] | ||
Goodwill associated with MoboTap reclassification of assets held for sale to assets held for use | 0 | [1] |
Goodwill associated with an acquisition | 1,000 | |
Foreign currency translation adjustment | 77 | |
Goodwill, Ending Balance | 73,088 | |
Accumulated impairment losses, Ending Balance | (35,788) | |
Goodwill, Net, Ending Balance | 37,300 | |
Operating Segments [Member] | Sogou [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 5,565 | |
Accumulated impairment losses, Beginning Balance | 0 | |
Goodwill, Net, Beginning Balance | 5,565 | |
Transactions in Period [Abstract] | ||
Goodwill associated with MoboTap reclassification of assets held for sale to assets held for use | 0 | [1] |
Goodwill associated with an acquisition | 0 | |
Foreign currency translation adjustment | 30 | |
Goodwill, Ending Balance | 5,595 | |
Accumulated impairment losses, Ending Balance | 0 | |
Goodwill, Net, Ending Balance | 5,595 | |
Operating Segments [Member] | Changyou [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 96,949 | |
Accumulated impairment losses, Beginning Balance | (70,447) | |
Goodwill, Net, Beginning Balance | 26,502 | |
Transactions in Period [Abstract] | ||
Goodwill associated with MoboTap reclassification of assets held for sale to assets held for use | 83,470 | [1] |
Goodwill associated with an acquisition | 0 | |
Foreign currency translation adjustment | 90 | |
Goodwill, Ending Balance | 180,509 | |
Accumulated impairment losses, Ending Balance | (70,447) | |
Goodwill, Net, Ending Balance | $ 110,062 | |
[1] | Represents goodwill associated with the reclassification of assets held for sale to assets held for use in connection with MoboTap. See Note 6 - Fair Value Measurements. |
Taxation (PRC Corporate Income
Taxation (PRC Corporate Income Tax) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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% |
Key National Software Enterprise [Member] | |
Income Tax and Tax Rate [Line Items] | |
Preferential income tax rate | 10.00% |
Taxation (PRC Withholding Tax o
Taxation (PRC Withholding Tax on Dividends) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Withholding tax on dividends [Line Items] | |
Withholding income tax rate for dividends, foreign invested enterprises to foreign holding companies | 10.00% |
Changyou [Member] | |
Withholding tax on dividends [Line Items] | |
Deferred tax liabilities related to withholding tax | $ 26.9 |
HONG KONG | |
Withholding tax on dividends [Line Items] | |
Preferential withholding tax rate on dividends, foreign invested enterprises | 5.00% |
Taxation (PRC Value-Added Tax a
Taxation (PRC Value-Added Tax and U.S. Corporate Income Tax) (Details) | 3 Months Ended | 11 Months Ended | 44 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | Apr. 30, 2016 | |
TAXATION [Abstract] | |||
Business tax rate | 5.00% | ||
Value-added tax rate | 6.00% | ||
U.S. corporate income tax rate | 35.00% |
Commitments and Contingencies46
Commitments and Contingencies (Contractual Obligation) (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Contractual Obligation [Line Items] | |
2,017 | $ 235,191 |
2,018 | 124,677 |
2,019 | 47,070 |
2,020 | 10,886 |
2,021 | 1,006 |
Thereafter | 10 |
Total Payments Required | 418,840 |
Purchase of cinema advertisement slot rights [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 48,622 |
2,018 | 61,663 |
2,019 | 25,906 |
2,020 | 9,177 |
2,021 | 639 |
Thereafter | 0 |
Total Payments Required | 146,007 |
Purchase of content and services - video [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 90,867 |
2,018 | 25,352 |
2,019 | 17,002 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 133,221 |
Purchase of bandwidth [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 60,936 |
2,018 | 4,646 |
2,019 | 1,235 |
2,020 | 1,061 |
2,021 | 309 |
Thereafter | 0 |
Total Payments Required | 68,187 |
Operating lease obligations [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 14,246 |
2,018 | 13,784 |
2,019 | 2,855 |
2,020 | 618 |
2,021 | 58 |
Thereafter | 10 |
Total Payments Required | 31,571 |
Expenditures for operating rights for licensed games with technological feasibility [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 2,381 |
2,018 | 17,222 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 19,603 |
Purchase of content and services - others [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 9,311 |
2,018 | 473 |
2,019 | 72 |
2,020 | 30 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 9,886 |
Purchase of fixed assets [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 3,556 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 3,556 |
Fees for operating rights for licensed games in development [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 1,369 |
2,018 | 348 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 1,717 |
Expenditures for rights to titles of games in development [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 259 |
2,018 | 1,186 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | 1,445 |
Others [Member] | |
Contractual Obligation [Line Items] | |
2,017 | 3,644 |
2,018 | 3 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total Payments Required | $ 3,647 |
VIEs (VIEs Consolidated within
VIEs (VIEs Consolidated within Sohu Group, Basic Information for Principal VIEs and Subsidiaries of Principal VIEs) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Oct. 31, 2016 | Mar. 31, 2017 | |
Variable Interest Entity [Line Items] | ||
Aggregate amount of loans due from related parties | $ 9.4 | |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital and PRC statutory reserves | 79.6 | |
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% | |
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% | |
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 | 100.00% | |
Donglin [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.5 | |
Donglin [Member] | Sohu Internet [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] | ||
Transferred equity interest to new shareholders, percentage | 50.00% | |
Tianjin Jinhu [Member] | Xuemei Zhang [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 50.00% | |
Tianjin Jinhu [Member] | Xiufeng Deng [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% | |
Focus Interactive [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 1.6 | |
Focus Interactive [Member] | Heng Da Yi Tong [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% | |
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] | Gamease [Member] | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% | |
Wuhan Baina Information [Member] | ||
Variable Interest Entity [Line Items] | ||
Registered capital | $ 3 | |
Wuhan Baina Information [Member] | Changyou Star [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 withi48
VIEs (VIEs Consolidated within Sohu Group, Financial Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
ASSETS: | ||||
Cash and cash equivalents | $ 968,949 | $ 1,202,376 | $ 1,050,957 | $ 1,245,205 |
Accounts receivable, net | 173,501 | 189,167 | ||
Prepaid and other current assets | 257,046 | 260,133 | ||
Assets held for sale | 0 | 103,079 | ||
Long-term investments, net | 75,153 | 74,273 | ||
Fixed assets, net | 497,082 | 503,631 | ||
Intangible assets, net | 37,994 | 32,131 | ||
Goodwill | 152,957 | 68,290 | ||
Other non-current assets | 25,953 | 29,100 | ||
LIABILITIES: | ||||
Accounts payable | 208,836 | 193,209 | ||
Accrued liabilities | 292,820 | 324,876 | ||
Receipts in advance and deferred revenue | 115,497 | 118,951 | ||
Liabilities held for sale | 0 | 3,902 | ||
Long-term taxes payable | 30,339 | 32,625 | ||
Deferred tax liabilities | 40,669 | 39,784 | ||
Net revenue | 374,103 | 407,952 | ||
Net income | (50,353) | 10,945 | ||
Net cash provided by /(used in) operating activities | (31,670) | 59,606 | ||
Net cash provided by /(used in) investing activities | (62,756) | 209,815 | ||
Net cash provided by financing activities | (2,740) | (314,559) | ||
Consolidated VIEs [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents | 88,530 | 94,859 | ||
Accounts receivable, net | 69,203 | 72,151 | ||
Prepaid and other current assets | 35,279 | 86,722 | ||
Assets held for sale | 0 | 12,551 | ||
Intercompany receivables due from the Company's subsidiaries | 292,904 | 197,438 | ||
Total current assets | 485,916 | 463,721 | ||
Long-term investments, net | 16,522 | 17,472 | ||
Fixed assets, net | 4,054 | 4,372 | ||
Intangible assets, net | 13,611 | 14,545 | ||
Goodwill | 36,256 | 35,161 | ||
Other non-current assets | 2,857 | 4,052 | ||
Total assets | 559,216 | 539,323 | ||
LIABILITIES: | ||||
Accounts payable | 17,599 | 15,824 | ||
Accrued liabilities | 67,368 | 96,695 | ||
Receipts in advance and deferred revenue | 45,163 | 44,797 | ||
Liabilities held for sale | 0 | 3,232 | ||
Other current liabilities | 110,365 | 111,775 | ||
Intercompany payables due to the Company's subsidiaries | 171,552 | 129,431 | ||
Total current liabilities | 412,047 | 401,754 | ||
Long-term taxes payable | 13,537 | 13,463 | ||
Deferred tax liabilities | 1,255 | 1,273 | ||
Intercompany payables due to the Company's subsidiaries | 19,726 | 19,620 | ||
Total liabilities | 446,565 | $ 436,110 | ||
Net revenue | 190,708 | 218,664 | ||
Net income | 9,432 | 5,592 | ||
Net cash provided by /(used in) operating activities | (18,854) | 2,291 | ||
Net cash provided by /(used in) investing activities | 4,278 | (2,502) | ||
Net cash provided by financing activities | $ 0 | $ 0 |
VIEs (VIEs Consolidated withi49
VIEs (VIEs Consolidated within Sohu Group, Summary of Significant Agreements Currently in Effect) (Details) | 3 Months Ended |
Mar. 31, 2017 | |
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] | |
Powers of attorney term | 10 years |
AmazGame [Member] | Gamease [Member] | Shareholders of Gamease [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
Percentage of exchange equity interests due to contributions to registered capital of equity | 100.00% |
Gamespace [Member] | Shareholders of Guanyou Gamespace [Member] | |
Variable Interest Entity [Line Items] | |
Powers of attorney term | 10 years |
Gamespace [Member] | Guanyou Gamespace [Member] | Shareholders of Guanyou Gamespace [Member] | |
Variable Interest Entity [Line Items] | |
Business operation agreement term | 10 years |
Percentage of exchange equity interests due to contributions to registered capital of equity | 100.00% |
Beijing Baina Technology [Member] | Wuhan Baina Information [Member] | |
Variable Interest Entity [Line Items] | |
Call option agreement, exercise price | At the lower of RMB1.00 (approximately $0.15) or the lowest purchase price permissible under PRC law |
Sohu Era [Member] | Sohu Internet [Member] | |
Variable Interest Entity [Line Items] | |
Exclusive technology consulting and service agreement term | 2 years |
Sohu.com Inc. Shareholders' E50
Sohu.com Inc. Shareholders' Equity (Treasury Stock) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Sohu [Member] | Common Stock [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Shares repurchased | 0 | 0 |
Sohu.com Inc. Shareholders' E51
Sohu.com Inc. Shareholders' Equity (Sohu's 2000 Stock Incentive Plan) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 7,229,000 | $ 433,000 |
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 | |
Award vesting period | 4 years | |
Maximum term of share rights granted under stock incentive plan | 10 years | |
Plan expiration date | Jan. 24, 2010 | |
Share-based compensation expense | $ 0 | |
Cash received under share incentive plan | $ 0 |
Sohu.com Inc. Shareholders' E52
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Narrative) (Details) - Sohu 2010 Stock Incentive Plan [Member] - Common Stock [Member] - shares | 3 Months Ended | |
Mar. 31, 2017 | Jul. 02, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 1,500,000 | |
Maximum term of share rights granted under stock incentive plan | 10 years | |
Plan expiration date | Jul. 1, 2020 | |
Shares available for grant | 573,680 |
Sohu.com Inc. Shareholders' E53
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Stock Option Activity, Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 07, 2017 | Feb. 07, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | May 01, 2016 | Feb. 07, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 7,229 | $ 433 | ||||
Sohu 2010 Stock Incentive Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options granted in period | 175,000 | 253,250 | 175,000 | |||
Number of share options vested | 175,000 | 253,250 | 271,000 | |||
Total fair value of share options vested | $ 7,000 | $ 10,800 | ||||
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 | 13,000 | 1,068,000 | ||||
Exercise prices of option granted | $ 0.001 | $ 0.001 | ||||
Installments of stock options granted | Four equal installments | |||||
Award vesting period | 4 years | |||||
Share-based compensation expense | $ (2,500) | $ (700) |
Sohu.com Inc. Shareholders' E54
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Stock Option Activity) (Details) - Sohu 2010 Stock Incentive Plan [Member] - Stock Options [Member] - USD ($) $ in Thousands | Feb. 07, 2017 | Feb. 07, 2016 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Outstanding, Beginning Balance | 193,000 | |||
Number of Shares, Granted | 175,000 | 253,250 | 175,000 | |
Number of Shares, Exercised | (97,000) | |||
Number of Shares, Forfeited or expired | 0 | |||
Number of Shares, Outstanding, Ending Balance | 271,000 | |||
Number of Shares, Vested, Ending balance | 175,000 | 253,250 | 271,000 | |
Number of Shares, Exercisable, Ending balance | 271,000 | |||
Weighted Average Exercise Price, Granted | $ 0.001 | |||
Weighted Average Exercise Price, Exercised | 0.001 | |||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.001 | |||
Weighted Average Exercise Price, Vested, Ending balance | 0.001 | |||
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.001 | |||
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | 7.85 | |||
Weighted Average Remaining Contractual Life (Years), Vested, Ending balance | 7.85 | |||
Weighted Average Remaining Contractual Life (Years), Exercisable, Ending balance | 7.85 | |||
Aggregate Intrinsic Value, Outstanding, Ending balance | [1] | $ 10,684 | ||
Aggregate Intrinsic Value, Vested, Ending balance | [1] | 10,684 | ||
Aggregate Intrinsic Value, Exercisable, Ending balance | [1] | $ 10,684 | ||
Closing stock price | $ 39.33 | |||
[1] | The aggregated intrinsic value in the preceding table represents the difference between Sohu's closing stock price of $39.33 on March 31, 2017 and the nominal exercise prices of the stock options. |
Sohu.com Inc. Shareholders' E55
Sohu.com Inc. Shareholders' Equity (Sohu's 2010 Stock Incentive Plan, Restricted Share Unit Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 7,229,000 | $ 433,000 |
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 | 11 | |
Number of Units, Granted | 0 | |
Number of Units, Vested | (2) | |
Number of Units, Forfeited | (3) | |
Number of Units, Unvested, Ending balance | 6 | |
Number of Units, Expected to vest thereafter | 4 | |
Weighted-Average Grant-Date Fair Value, Unvested, Beginning balance | $ 70.24 | |
Weighted-Average Grant-Date Fair Value, Vested | 64 | |
Weighted-Average Grant-Date Fair Value, Forfeited | 63.35 | |
Weighted-Average Grant-Date Fair Value, Unvested, Ending balance | 82.85 | |
Weighted-Average Grant-Date Fair Value, Expected to vest thereafter | $ 82.25 | |
Share-based compensation expense | $ 100,000 | 400,000 |
Unrecognized compensation expenses | $ 200,000 | |
Unrecognized compensation expenses, weighted average period for recognition (in years) | 5 months 5 days | |
Fair value of restricted share units vested | $ 86,078 | $ 169,701 |
Sohu.com Inc. Shareholders' E56
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Narrative) (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Aug. 22, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | |||
Sogou [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | [1] | $ 4,337,000 | 1,730,000 | ||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term of share rights granted under stock incentive plan | 10 years | ||||
Plan expiration date | Oct. 19, 2020 | ||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Share Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term of share rights granted under stock incentive plan | 10 years | ||||
Number of shares outstanding | 9,447,000 | 9,451,000 | |||
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] | Share Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 38,171,450 | ||||
Number of options granted for which performance targets had been set | 32,442,120 | ||||
Share-based compensation expense | $ 300,000 | $ 1,100,000 | |||
Number of shares outstanding | 9,447,111 | ||||
Unrecognized compensation expense | $ 400,000 | ||||
Unrecognized compensation expense, weighted average period for recognition (in years) | 4 months 2 days | ||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary Shares [Member] | Share 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 | 30,971,450 | ||||
Number of options granted for which performance targets had been set | 25,242,120 | ||||
Number of options vested and exercisable | 24,894,886 | ||||
Accumulated number of share options exercised | 22,995,009 | ||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary Shares [Member] | Share Options [Member] | Vesting upon Service Period and Achievement of Performance Targets, Part One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 29,799,500 | ||||
Installments of share options granted | Four equal installments | ||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary Shares [Member] | Share Options [Member] | Vesting upon Service Period and Achievement of Performance Targets, Part Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 1,171,950 | ||||
Installments of share options granted | Two to four installments | ||||
Sogou [Member] | Sogou 2010 Share Incentive Plan [Member] | Ordinary Shares [Member] | Share 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 | 7,200,000 | ||||
Installments of share options granted | Five equal installments | ||||
Share-based compensation expense | $ 0 | ||||
[1] | Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou's repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Sohu.com Inc. Shareholders' E57
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Activity) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] - Share Options [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 9,451 |
Number of Shares, Granted | 0 |
Number of Shares, Exercised | 0 |
Number of Shares, Forfeited or expired | (4) |
Number of Shares, Outstanding, Ending Balance | 9,447 |
Number of Shares, Vested, Ending balance, and expected to vest thereafter | 2,247 |
Number of Shares, Exercisable, Ending balance | 1,900 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.476 |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.001 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.477 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | $ / shares | 6.06 |
Sohu.com Inc. Shareholders' E58
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Assumptions) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] - Share Options [Member] | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected option life | 9 years |
Volatility rate | 47.00% |
Dividend yield | 0.00% |
Fair value | $ 3.18 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.14% |
Exercise multiple | 2 |
Expected forfeiture rate (post-vesting) | 1.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.26% |
Exercise multiple | 3 |
Expected forfeiture rate (post-vesting) | 12.00% |
Sohu.com Inc. Shareholders' E59
Sohu.com Inc. Shareholders' Equity (Sogou 2010 Share Incentive Plan, Share Option Assumptions, Narrative) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Contract life of the option | 10 years |
Share Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Contract life of the option | 10 years |
Estimated dividend yield | 0.00% |
Share Options [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 2 |
Estimated forfeiture rate as of the valuation date | 1.00% |
Share Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 3 |
Estimated forfeiture rate as of the valuation date | 12.00% |
Share Options [Member] | Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 2 |
Estimated forfeiture rate as of the valuation date | 1.00% |
Share Options [Member] | Management [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise multiple | 3 |
Estimated forfeiture rate as of the valuation date | 12.00% |
Sohu.com Inc. Shareholders' E60
Sohu.com Inc. Shareholders' Equity (Sohu Management Sogou Share Option Arrangement, Narrative) (Details) - USD ($) | Apr. 14, 2011 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | |||||
Sogou [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | [1] | $ 4,337,000 | 1,730,000 | ||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Share Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares outstanding | 2,470,000 | 3,190,000 | |||||
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] | Share Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted | 10,705,000 | ||||||
Number of options granted for which performance targets had been set | 10,705,000 | ||||||
Share-based compensation expense | $ 0 | $ 297,106 | |||||
Number of shares outstanding | 2,469,500 | ||||||
Unrecognized compensation expenses | $ 0 | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary Shares [Member] | Share 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 | ||||||
Installments of share options granted | Five equal installments | ||||||
Share-based compensation expense | $ 0 | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary Shares [Member] | Share 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 | 8,290,000 | ||||||
Installments of share options granted | Four equal installments | ||||||
Number of options granted for which performance targets had been set | 8,290,000 | ||||||
Number of options vested and exercisable | 8,290,000 | ||||||
Accumulated number of share options exercised | 8,232,500 | ||||||
Sogou [Member] | Sohu Management Sogou Share Option Arrangement [Member] | Ordinary Shares [Member] | Share 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 vested and exercisable | 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] | Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou's repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Sohu.com Inc. Shareholders' E61
Sohu.com Inc. Shareholders' Equity (Sohu Management Sogou Share Option Arrangement, Share Option Activity) (Details) - Sogou [Member] - Sohu Management Sogou Share Option Arrangement [Member] - Share Options [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 3,190 |
Number of Shares, Granted | 0 |
Number of Shares, Exercised | (720) |
Number of Shares, Forfeited or expired | 0 |
Number of Shares, Outstanding, Ending Balance | 2,470 |
Number of Shares, Vested, Ending balance | 70 |
Number of Shares, Exercisable, Ending balance | 70 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.623 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.625 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.622 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | $ / shares | 5.93 |
Sohu.com Inc. Shareholders' E62
Sohu.com Inc. Shareholders' Equity (Sogou Share Repurchase Transaction) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,229 | $ 433 | ||
Sogou [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | [1] | 4,337 | $ 1,730 | |
Sogou [Member] | Former President and CFO of Sohu Group [Member] | Class A Ordinary Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate repurchased shares | 720,000 | |||
Aggregate cost of repurchased shares | $ 7,200 | |||
Share-based compensation expense | $ 4,000 | |||
[1] | Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou's repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Sohu.com Inc. Shareholders' E63
Sohu.com Inc. Shareholders' Equity (Sogou Inc. Share-based Awards, Option Modification) (Details) - Sogou [Member] - Sogou 2010 Share Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Incremental compensation expense | $ | $ 0 |
Ordinary Shares [Member] | Share Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accumulated number of share options early exercised | shares | 11,370,000 |
Sohu.com Inc. Shareholders' E64
Sohu.com Inc. Shareholders' Equity (Tencent Share-based Awards Granted to Employees Who Transferred to Sogou with Soso Search-related Businesses) (Details) | 1 Months Ended | 3 Months Ended | ||
May 31, 2014 | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | ||
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] | 4,337,000 | 1,730,000 | |
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 | 298 | $ 300,000 | ||
Unrecognized compensation expenses | $ 100,000 | |||
Unrecognized compensation expenses, weighted average period for recognition (in years) | 1 year 11 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 | 40,300 | |||
[1] | Compensation expense for Sogou share-based awards also includes 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 of $4.0 million in connection with Sogou's repurchase of Sogou Class A Ordinary Shares from the former President and Chief Financial Officer of the Sohu Group. |
Sohu.com Inc. Shareholders' E65
Sohu.com Inc. Shareholders' Equity (Changyou's 2008 Share Incentive Plan) (Details) - Changyou [Member] - Changyou's 2008 Share Incentive Plan [Member] | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2009shares | Mar. 31, 2017shares | Dec. 31, 2008shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Maximum term of share rights granted under stock incentive plan | 10 years | ||
Plan expiration date | Aug. 31, 2018 | ||
Ordinary Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 15,000,000 | ||
Ordinary Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 2,000,000 | ||
Shares reserved for future issuance as result of stock split | 20,000,000 | ||
Stock split, conversion ratio | 10 | ||
Ordinary Shares [Member] | Restricted Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted | 4,614,098 |
Sohu.com Inc. Shareholders' E66
Sohu.com Inc. Shareholders' Equity (Share-based Awards Granted before Changyou's IPO, Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | |
Changyou [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | [1] | 5,533,000 | $ (1,274,000) |
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] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Sohu.com Inc. Shareholders' E67
Sohu.com Inc. Shareholders' Equity (Share-based Awards Granted after Changyou's IPO, Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | ||
Changyou [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | [1] | $ 5,533,000 | (1,274,000) | |
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] | ||||
Fair value of unvested restricted share units | $ 14.25 | $ 14.25 | ||
Changyou [Member] | Changyou's Share-based Awards Granted after IPO [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 | 1,581,226 | |||
Award vesting period | 4 years | |||
Share-based compensation expense | $ 9,000 | $ 22,000 | ||
Unrecognized compensation expenses | $ 21,000 | |||
Unrecognized compensation expenses, weighted average period for recognition (in years) | 6 months 18 days | |||
Fair value of unvested restricted share units | $ 0 | $ 0 | ||
[1] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Sohu.com Inc. Shareholders' E68
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 | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Units, Unvested, Beginning balance | 10 |
Number of Units, Granted | 0 |
Number of Units, Vested | 0 |
Number of Units, Forfeited | 0 |
Number of Units, Unvested, Ending balance | 10 |
Number of Units, Expected to vest thereafter | 10 |
Weighted-Average Grant-Date Fair Value, Unvested, Beginning balance | $ / shares | $ 14.25 |
Weighted-Average Grant-Date Fair Value, Unvested, Ending balance | $ / shares | 14.25 |
Weighted-Average Grant-Date Fair Value, Expected to vest thereafter | $ / shares | $ 14.25 |
Sohu.com Inc. Shareholders' E69
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Narrative) (Details) - USD ($) | Nov. 02, 2016 | Jun. 01, 2016 | Nov. 02, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Jul. 28, 2016 | Jun. 01, 2015 | Feb. 16, 2015 | Nov. 02, 2014 | Jun. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 7,229,000 | $ 433,000 | |||||||||
Changyou [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | [1] | 5,533,000 | (1,274,000) | ||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Share Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares or units granted | 450,000 | 329,000 | 450,000 | ||||||||
Number of share options vested | 450,000 | 329,000 | 450,000 | ||||||||
Total fair value of share options vested | $ 5,900,000 | $ 3,200,000 | $ 4,700,000 | ||||||||
Share-based compensation expense | $ 5,500,000 | $ (1,300,000) | |||||||||
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 | 2,416,000 | ||||||||||
Award vesting period | 4 years | ||||||||||
Share-based compensation expense | $ (17,000) | ||||||||||
Unrecognized compensation expenses | $ 0 | ||||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares reserved for future issuance | 6,000,000 | 2,000,000 | |||||||||
Maximum term of share rights granted under stock incentive plan | 10 years | ||||||||||
Plan expiration date | Jun. 30, 2024 | ||||||||||
Shares available for grant | 2,823,000 | ||||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Ordinary Shares [Member] | Share Options [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares or units granted | 100,000 | 1,998,000 | |||||||||
Number of ordinary shares converted to options from restricted share units | 2,400,000 | ||||||||||
Exercise prices of option granted | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Installments of share options granted | Four equal installments | ||||||||||
Award vesting period | 4 years | ||||||||||
Number of share options vested | 830,000 | ||||||||||
Changyou [Member] | Changyou 2014 Share Incentive Plan [Member] | Class A Restricted Share Units [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 | ||||||||||
[1] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Sohu.com Inc. Shareholders' E70
Sohu.com Inc. Shareholders' Equity (Changyou 2014 Share Incentive Plan, Share Option Activity) (Details) - Changyou [Member] - Changyou 2014 Share Incentive Plan [Member] - Share Options [Member] - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2016 | Jun. 01, 2016 | Nov. 02, 2015 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Vested, Ending balance | 450,000 | 329,000 | 450,000 | ||
Class A Ordinary Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares, Outstanding, Beginning Balance | 852,000 | ||||
Number of Shares, Granted | 0 | ||||
Number of Shares, Exercised | (22,000) | ||||
Number of Shares, Forfeited or expired | 0 | ||||
Number of Shares, Outstanding, Ending Balance | 830,000 | ||||
Number of Shares, Vested, Ending balance | 830,000 | ||||
Number of Shares, Exercisable, Ending balance | 830,000 | ||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.01 | ||||
Weighted Average Exercise Price, Exercised | 0.01 | ||||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.01 | ||||
Weighted Average Exercise Price, Vested, Ending balance | 0.01 | ||||
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.01 | ||||
Weighted Average Remaining Contractual Life (Years), Outstanding, Beginning balance | 7.93 | ||||
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | 7.67 | ||||
Aggregate Intrinsic Value, Outstanding, Beginning balance | [1] | $ 9,032 | |||
Aggregate Intrinsic Value, Outstanding, Ending balance | [1] | 11,628 | |||
Aggregate Intrinsic Value, Vested, Ending balance | [1] | $ 11,628 | |||
Closing price | $ 14.02 | ||||
ADS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Closing price | $ 28.04 | ||||
[1] | The aggregated intrinsic value in the preceding table represents the difference between Changyou's closing price of $28.04 per ADS, or $14.02 per Class A ordinary share, on March 31, 2017 and the nominal exercise price of share option. |
Sohu.com Inc. Shareholders' E71
Sohu.com Inc. Shareholders' Equity (Sohu Video Share-based Awards, Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Jan. 04, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,229 | $ 433 | ||
Sohu Video [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | [1] | $ (198) | 249 | |
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 stock 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] | Share Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | 16,368,200 | |||
Installments of share options granted | Four equal installments | |||
Number of options vested | 4,972,800 | |||
Share-based compensation expense | $ 200 | $ (200) | ||
[1] | The negative amount represented re-measured compensation expense based on the then-current fair value of the awards on the reporting date, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. The difference for the three months ended March 31, 2017 compared to the corresponding period of 2016 was mainly due to differences in the fair values of certain awards as of the respective reporting dates, as well as reversals of share-based compensation expense for awards that were forfeited due to termination of employment prior to vesting. |
Sohu.com Inc. Shareholders' E72
Sohu.com Inc. Shareholders' Equity (Sohu Video Share-based Awards, Share Option Assumptions) (Details) - Sohu Video [Member] - Video 2011 Share Incentive Plan [Member] - Share Options [Member] | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average risk-free interest rate | 2.60% |
Exercise multiple | 2.8 |
Expected forfeiture rate (post-vesting) | 14.00% |
Weighted average expected option life | 4 years 9 months 18 days |
Volatility rate | 45.60% |
Dividend yield | 0.00% |
Fair value | $ 0.66 |
Noncontrolling Interest (Narrat
Noncontrolling Interest (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest in consolidated balance sheets | $ 582,714 | $ 564,215 | |
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | 17,895 | $ 31,231 | |
Sogou [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest in consolidated balance sheets | 167,416 | 165,584 | |
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | 8,398 | 20,612 | |
Changyou [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest in consolidated balance sheets | $ 415,120 | $ 398,631 | |
Percentage of noncontrolling interest recognized in consolidated balance sheets | 31.00% | 31.00% | |
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | $ 9,508 | $ 10,619 | |
Percentage of net income attributable to noncontrolling interest recognized in consolidated statements of comprehensive income | 31.00% | 31.00% |
Noncontrolling Interest (Noncon
Noncontrolling Interest (Noncontrolling Interest in Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | $ 582,714 | $ 564,215 |
Sogou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | 167,416 | 165,584 |
Changyou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | 415,120 | 398,631 |
Other [Member] | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling interest in consolidated balance sheets | $ 178 | $ 0 |
Noncontrolling Interest (Nonc75
Noncontrolling Interest (Noncontrolling Interest in Consolidated Statements of Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Noncontrolling Interest [Line Items] | ||
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | $ 17,895 | $ 31,231 |
Sogou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | 8,398 | 20,612 |
Changyou [Member] | ||
Noncontrolling Interest [Line Items] | ||
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | 9,508 | 10,619 |
Other [Member] | ||
Noncontrolling Interest [Line Items] | ||
Net income attributable to noncontrolling interest in consolidated statements of comprehensive income | $ (11) | $ 0 |
Net Income _(Loss) per Share (N
Net Income /(Loss) per Share (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Sogou [Member] | ||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | ||
Incremental dilution | $ 0 | $ 0 |
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 | 302,646 | 265,000 |
Potential common shares issuable upon exercise or settlement of share-based awards [Member] | Sogou [Member] | ||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Line Items] | ||
Incremental dilution | $ 0 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss attributable to Sohu.com Inc., basic | $ (68,248) | $ (20,286) |
Effect of dilutive securities: | ||
Net loss attributable to Sohu.com Inc., diluted | $ (68,664) | $ (20,577) |
Denominator: | ||
Weighted average basic common shares outstanding | 38,811 | 38,666 |
Effect of dilutive securities: | ||
Share options and restricted share units | 0 | 0 |
Weighted average diluted common shares outstanding | 38,811 | 38,666 |
Basic net loss per share attributable to Sohu.com Inc. | $ (1.76) | $ (0.52) |
Diluted net loss per share attributable to Sohu.com Inc. | $ (1.77) | $ (0.53) |
Sogou [Member] | ||
Effect of dilutive securities: | ||
Incremental dilution | $ 0 | $ 0 |
Changyou [Member] | ||
Effect of dilutive securities: | ||
Incremental dilution | $ (416) | $ (291) |