Phoenix New Media Reports Third Quarter 2019 Unaudited Financial Results

BEIJING,Nov. 12,2019 -- Phoenix New Media Limited (NYSE: FENG) ("Phoenix New Media","ifeng" or the "Company"),a leading new media company in China,today announced its unaudited financial results for the third quarter ended September 30,2019.

Mr. Shuang Liu,CEO of Phoenix New Media,commented,"Despite the continuing macroeconomic headwinds,we have been able to revitalize and sustain the growth of our businesses. Leveraging our continued professional journalism and by combining our seasoned editorial daily picks and AI-powered recommendation engine,we have improved our user acquisition,retention,and engagement rates. During the third quarter,we upgraded our iFeng app,expanded our proprietary content library,advanced our in-house production capability,and enhanced our vertical channels. As a result,we sharpened our competitive edge and cultivated our monetization potential. While we continue to optimize our cost structure,the first tranche of proceeds from the Yidian transaction has provided us with sufficient working capital to fuel our long-term growth engine. Looking ahead,we are confident that we have the right team,strategy,and knowhow to adapt to the changing market dynamics and thrive in the new media industry."

Ms. Betty Ho,CFO of Phoenix New Media,further stated,"In the third quarter of 2019,our total revenues increased by 15.4%year-over-year,out of which,total net advertising revenues increased by 16.4%and total paid services revenues increased by 10.0%year-over-year,mainly driven by the consolidation of revenues from Tianbo and Tadu. As I pass the financial leadership role to our next CFO,Edward Lu,we are confident that as we continuing to optimize our product,to strengthen our content initiatives,and with the adequate working capital resources,we are well positioned for a renewed growth cycle."

Third Quarter 2019 Financial Results

REVENUES

Total revenues for the third quarter of 2019 were RMB380.2 million (US$53.2 million),representing an increase of 15.4% from RMB329.3 million in the third quarter of 2018. The increase was caused by the addition of consolidated revenues of RMB40.3 million (US$5.6 million) in the third quarter of 2019 from Beijing Yitian Xindong Network Technology Co.,Ltd. ("Yitian Xindong" or "Tadu"),which has been consolidated starting from December 28,2018 and the consolidated revenues of RMB80.1 million (US$11.2 million) in the third quarter of 2019 from Beijing Fenghuang Tianbo Network Technology Co.,Ltd. ("Tianbo"),which has been consolidated starting from April1,2019.

Net advertising revenues for the third quarter of 2019 were RMB327.6million (US$45.8million),representing an increase of 16.4%from RMB281.5million in the third quarter of 2018. The increase was primarily attributable to the consolidation of advertising revenues from Tianbo and Tadu. The Company's net advertising revenues from traditional business decreased by 16.2% due to the macroeconomic uncertainties and increased competitions.

Paid services revenues[1]for the third quarter of 2019 were RMB52.6 million (US$7.4 million),which represented an increase of 10.0% from RMB47.8 million in the third quarter of 2018. Revenues from paid contents for the third quarter of 2019 increased by 39.5% to RMB39.2 million (US$5.5 million) from RMB28.1 million in the third quarter of 2018,primarily attributable to the consolidation of digital reading revenues from Tadu,which was partially offset by a decrease in the Company's traditional digital reading business due to the regulatory tightening on digital reading sector in China. Revenues from games for the third quarter of 2019 were RMB2.5 million (US$0.3 million),which represented a decrease of 27.8% from RMB3.4 million in the third quarter of 2018. Revenues from MVAS for the third quarter of 2019 were RMB1.7 million (US$0.2 million),which represented a decrease of 84.7% from RMB10.8 million in the third quarter of 2018. Revenues from others for the third quarter of 2019 increased to RMB9.2 million (US$1.4 million) from RMB5.5 million in the third quarter of 2018,representing an increase of 68.6% year-over-year,which was mainly caused by the increase in revenues from E-commerce and online real estate related services.

[1] Prior to 2019,paid services revenues comprisedof (i)revenues from digital entertainment,which included MVAS and digital reading,and (ii)revenues from games and others,which included web-based games,mobile games,content sales,and other online and mobile paid services through the Company's own platforms.

Beginning from January 1,2019,paid services revenues have been re-classified and now comprisedof (i)revenues from paid contents,which includes digital reading,audio books,paid videos,and other content-related sales activities,(ii)revenues from games,which includes web-based gamesandmobile games,(iii)revenues from MVAS,and (iv) revenues from others.For comparison purposes,the revenues from paid servicesfor the quartersof 2018have been retrospectively re-classified.

COST OF REVENUES

Cost of revenues for the third quarter of 2019 was RMB194.3 million (US$27.2 million),representing an increase of 27.6% from RMB152.2 million in the third quarter of 2018. The increase in cost of revenues was mainly due to the following:

Content and operational costs for the third quarter of 2019 increased to RMB161.6 million (US$22.7 million) from RMB123.2 million in the third quarter of 2018,primarily attributable to the consolidation of content and operational costs of Tianbo and Tadu.

Revenue sharing fees to telecom operators and channel partners for the third quarter of 2019 increased to RMB17.4 million (US$2.4 million) from RMB14.3 million in the third quarter of 2018,primarily attributable to the increase in revenue sharing fees paid to content providers by Tadu.

Bandwidth costs for the third quarter of 2019 increased to RMB15.3 million (US$2.1 million) from RMB14.7 million in the third quarter of 2018.

Share-based compensation included in cost of revenues was RMB1.9 million (US$0.3 million) in the third quarter of 2019,as compared to RMB0.4 million the third quarter of 2018,primarily attributable to the restricted share units newly granted to some employees in 2019 under the restricted share unit scheme adopted in 2018 by Fread Limited,a subsidiary of the Company,and the options newly granted by the Company in July 2019.

GROSS PROFIT

Gross profit for the third quarter of 2019 increased to RMB186.0 million (US$26.0 million) from RMB177.1 million in the third quarter of 2018. Gross margin for the third quarter of 2019 decreased to 48.9% from 53.8% in the third quarter of 2018,mainly attributable to a decrease in gross margin of the Company's traditional advertising business and theacquisition of Tadu,partially offset by the margin contribution from Tianbo.

To supplement the financial measures presented in accordance with the United States Generally Accepted Accounting Principles ("GAAP"),the Company has presented certain non-GAAP financialmeasures in this press release,which excludes the impact of certain reconciling items as stated in the "Use of Non-GAAP Financial Measures" section below. The related reconciliations to GAAP financial measures are presented in the accompanying "Reconciliations of Non-GAAP Results of Operation Measures to the Nearest Comparable GAAP Measures."

Non-GAAP gross margin for the third quarter of 2019,which excluded share-based compensation,decreased to 49.4% from 53.9% in the third quarter of 2018.

OPERATING EXPENSESOR GAINS AND LOSS FROM OPERATIONS

Total operating expenses for the third quarter of 2019 decreased by 15.8% to RMB196.7 million (US$27.5 million) from RMB233.7 million in the third quarter of 2018,primarily attributable to the gain of RMB62.1 million arising from the changes in fair value of financial assets-contingent returnable consideration and a decrease in bad debt provision primarily caused by the collection of previously fully-reserved receivables of RMB16.2 million in the third quarter of 2019,which was partially offset by the consolidation of operating expenses from Tianbo and Tadu. Share-based compensation included in operating expenses was RMB3.4 million (US$0.5 million) in the third quarter of 2019,as compared to RMB2.1 million in the third quarter of 2018,mainly caused by the options newly granted by the Company in July 2019.

Changes in fair value of financial assets-contingent returnable consideration for the third quarter of 2019 was a gain of RMB62.1 million (US$8.7 million),which represented the changes in fair value of the Company's right to receive the contingent returnable consideration in relation to the acquisition of Tadu,subject to certain price adjustment mechanisms based on Tadu's operating and financial performance in 2019 and 2020. The Company recorded the financial assets-contingent returnable consideration as prepayments and other current assets in the balance sheet. Based on Tadu's estimated operating and financial performance in 2019,the Company adjusted the fair value of financial assets-contingent returnable consideration and recognized the changes in fair value in the consolidated statements of comprehensive income/(loss) in the third quarter of 2019.

Loss from operations for the third quarter of 2019 was RMB10.8 million (US$1.5 million),as compared to RMB56.6 million in the third quarter of 2018. Operating margin for the third quarter of 2019 was negative 2.8%,as compared to negative 17.2% in the third quarter of 2018.

Non-GAAP loss from operations for the third quarter of 2019,which excluded share-based compensation and changes in fair value of financial assets-contingent returnable consideration,was RMB67.6 million (US$9.5 million),as compared to RMB54.0 million in the third quarter of 2018. Non-GAAP operating margin for the third quarter of 2019,was negative 17.8%,as compared to negative 16.4% in the third quarter of 2018.

OTHERINCOME OR LOSS

Other income or loss reflects interest income,interest expense,foreign currency exchange gain,income or loss from equity method investments,net of impairments,gain on disposal of convertible loans due from a related party and others,net[2]. Total net other income for the third quarter of 2019 was RMB19.6 million (US$2.7 million),as compared to RMB35.9 million in the third quarter of 2018.

Interest income for the third quarter of 2019 decreased to RMB8.1 million (US$1.1 million) from RMB12.3 million in the third quarter of 2018,primarily due to decrease in the loans granted to Particle,which were fully settled in the third quarter of 2018.

Interest expense for the third quarter of 2019 decreased to RMB0.3 million (US$0.04 million),from RMB3.1 million in the third quarter of 2018,which was primarily due to the decrease in outstanding short-term bank loans as the Company repaid all of the short-term bank loans in the second quarter of 2019.

Foreign currency exchange gain for the third quarter of 2019 was RMB6.1 million (US$0.9 million),which remained unchanged from the third quarter of 2018.

Income from equity method investments,for the third quarter of 2019 was nil,as compared to RMB4.2 million of income from equity method investments,in the third quarter of 2018.

Gain on disposal of convertible loans due from a related party for the third quarter of 2018 was RMB10.6 million,which was derived from the completion of the assignment to Long De Cheng Zhang Culture Communication (Tianjin) Co.,Ltd. of the Company's rights under a loan to Particle Inc. with a principal amount of US$14.8 million originally granted in August 2016 and with the assignment price of approximately US$17.0 million. No such gain was recorded in the third quarter of 2019.

Others,net decreased to RMB5.7 million (US$0.8 million) in the third quarter of 2019 from RMB5.8 million in the third quarter of 2018.

[2] "Others,net" primarily consists of government subsidies and litigation loss provisions.

NET INCOME OR LOSSATTRIBUTABLE TO PHOENIX NEW MEDIA LIMITED

Higher effective tax rate in the third quarter of 2019 was mainly attributable to larger taxable profits for the Company's subsidiaries as compared to the third quarter of 2018 after considering the valuation allowance of deferred tax assets. Net income attributable to Phoenix New Media Limited for the third quarter of 2019 was RMB5.9million (US$0.8million),as compared to net loss attributable to Phoenix New Media Limited of RMB16.6million in the third quarter of 2018. Net margin for the third quarter of 2019 was positive 1.6%,as compared to negative 5.0%in the third quarter of 2018. Net income per diluted ADS[3]in the third quarter of 2019 was RMB0.08(US$0.01),as compared to net loss per diluted ADS of RMB0.23in the third quarter of 2018.

Non-GAAP net loss attributable to Phoenix New Media Limited for the third quarter of 2019,and changes in fair value of financial assets-contingent returnable consideration,was RMB50.8million (US$7.1million),as compared to RMB18.3million in the third quarter of 2018. Non-GAAP net margin for the third quarter of 2019 was negative13.4%,as compared to negative5.6% in the third quarter of 2018. Non-GAAP net loss per diluted ADS in the third quarter of 2019 was RMB0.70(US$0.10),as compared to RMB0.25in the third quarter of 2018.

For the third quarter of 2019,the Company's weighted average number of ADSs used in the computation of diluted net loss per ADS was 72,790,541. As of September 30,the Company had a total of 582,324,325,ordinary shares outstanding,or the equivalent of 72,541 ADSs.

CERTAIN BALANCE SHEET ITEMS

As of September 30,the Company's cash and cash equivalents,term deposits and short term investments and restricted cash were RMB2.06 billion (US$288.9 million),which included RMB18.4 million (US$2.6 million) from Tadu and RMB131.3 million (US$18.4 million) from Tianbo.

As previously announced by the Company,the Company entered into a share purchase agreement (the "SPA") with Run Liang Tai and its designated entities (the "Proposed Buyers") on March22,2019 and entered into a supplemental agreement (the "Supplemental Agreement") to the SPA on July23,2019 for its proposed sale of 34% of the total outstanding shares of Particle Inc. ("Particle" or "Yidian") (the "Proposed Transaction"). After the Company executed the Supplemental Agreement,two shareholders of Particle,Long De Cheng Zhang Culture Communication (Tianjin) Co.,Ltd. and Long De Holdings (Hong Kong) Co.,Limited (collectively,the "Long De Entities") notified the Company that they intend to exercise their co-sale rights under the Shareholders Agreement with respect to 16million shares of Particle for a total selling price of approximately RMB240million while reserving their rights to co-sell more shares up to the maximum amount allowed under the Shareholders Agreement or fewer shares if they can find other buyers for their shares. The Company is in dispute with the Long De Entities as to whether the co-sale rights were duly exercised and is still discussing with the Long De Entities for an amicable resolution. If the Long De Entities are able to validly exercise their co-sale rights,the Company may have to reduce the Particle shares that it can sell in the Proposed Transaction if it decides to proceed with the transaction,and the proceeds to the Company from the transaction will be reduced accordingly. Alternatively,the Company may decide to terminate the Supplemental Agreement and reverse all transactions occurred under the Supplemental Agreement. In such case,the Company may have to resume its dispute with the Proposed Buyers under the original SPA. Notwithstanding the dispute,shareholders of the Company's parent company,Phoenix Media Investment (Holdings) Limited (HK: 2008),a company listed on The Stock Exchange of Hong Kong ("Phoenix TV") approved the Supplemental Agreement on October 22,and pursuant to the Supplemental Agreement,the Proposed Buyers paid the Company a further cash deposit of US$50 million in October 2019. The Company has transferred 94,802,752 preferred shares of Particle (the "First Batch of Delivered Shares") to the Proposed Buyers,corresponding to US$200million of purchase price received before August 10,2019. There can be no assurance that the Company's disputes with the Long De Entities,or with the Proposed Buyers under the original SPA will be resolved in the Company's favor. There can be no assurance that the Proposed Transaction with respect to the remaining preferred shares to be delivered will ever be closed. The fair value of available-for-sale debt investments in Particle of the Company increased from RMB2,271.1 million as of June 30,2019 to RMB3,153.2 million (US$441.1 million) as of September 30,mainly caused by the adjustments to the assumptions used in valuation for the available-for-sale debt investments in the third quarter of 2019 as the Company transferred the First Batch of Delivered Shares to the Proposed Buyers.

[3]"ADS" means American Depositary Share of the Company. Each ADS represents eight Class A ordinary shares of the Company.

Business Outlook

For the fourth quarter of 2019,the Company expects its total revenues to be between RMB431.2 million and RMB451.2 million; net advertising revenues are expected to be between RMB370.9 million and RMB385.9 million; and paid services revenues are expected to be between RMB60.3 million and RMB65.3 million.

All of the above forecasts reflect the Company's current and preliminary view on the market and operational conditions,which are subject to change.

Conference Call Information

The Companywill hold a conference call at8:00 p.m. U.S.Eastern Time on November 11,(November12,2019 at 9:00 a.m. Beijing/Hong Kong time) to discuss its third quarter2019 unaudited financial resultsand operating performance.

To participate in the call,please use the dial-in numbers and conference ID below:

International:

+65 67135090

Mainland China:

4006208038

Hong Kong:

+852 30186771

United States:

+1 8456750437

United Kingdom:

+44 2036214779

Australia:

+61 290833212

Conference ID:

1968979

A replay of the call will be available through November 18,by using the dial-in numbers and conference ID below:

International:

+61 2 8199 0299

Mainland China:

4006322162

Hong Kong:

+852 30512780

United States:

+1 6462543697

Conference ID:

1968979

A live and archived webcast of the conference call will also be available at the Company's investor relations website at http://ir.ifeng.com.

Use of Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with the United StatesGenerally Accepted Accounting Principles ("GAAP"),Phoenix New Media Limited uses non-GAAP gross profit,non-GAAP gross margin,non-GAAP income or loss from operations,non-GAAP operating margin,non-GAAP net income or loss attributable to Phoenix New Media Limited,non-GAAP net margin and non-GAAP net income or loss per diluted ADS,each of which is a non-GAAP financial measure. Non-GAAP gross profit is gross profit excluding share-based compensation. Non-GAAP gross margin is non-GAAP gross profit divided by total revenues. Non-GAAP income or loss from operations is income or loss from operations excluding share-based compensation and changes in fair value of financial assets-contingent returnable consideration. Non-GAAP operating margin is non-GAAP income or loss from operations divided by total revenues. Non-GAAP net income or loss attributable to Phoenix New Media Limited is net income or loss attributable to Phoenix New Media Limited excluding share-based compensation,and changes in fair value of financial assets-contingent returnable consideration. Non-GAAP net margin is non-GAAP net income or loss attributable to Phoenix New Media Limited divided by total revenues. Non-GAAP net income or loss per diluted ADS is non-GAAP net income or loss attributable to Phoenix New Media Limited divided by weighted average number of diluted ADSs. The Company believes that separate analysis and exclusion of the aforementioned non-GAAP to GAAP reconciling items add clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with the related GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning,forecasting and measuring results against the forecast. The Company believes that using these non-GAAP financial measures to evaluate its business allows both management and investors to assess the Company's performance against its competitors and ultimately monitor its capacity to generate returns for investors. The Company also believes that these non-GAAP financial measuresare useful supplemental information for investors and analysts to assess its operating performance without the effect of items like share-based compensation,which have been and will continue to be significant and recurring in its business. However,the use of these non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using these non-GAAP financial measures is that they do not include all items that impact the Company's gross profit,income or loss from operations and net income or loss attributable to Phoenix New Media Limited for the period. In addition,because these non-GAAP financial measures are not calculated in the same manner by all companies,they may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations,you should not consider these non-GAAP financial measures in isolation from,or as an alternative to,the financial measures prepared in accordance with GAAP.

Exchange Rate

This announcement contains translations of certain RMB amounts into U.S. dollars ("USD")at specified rates solely for the convenience of the reader. Unless otherwise stated,all translations from RMB to USD were made at the rate of RMB7.1477 to US$1.00,the noon buying rate in effect on September 30,in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB,as the case may be,at any particular rate or at all. For analytical presentation,all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

About Phoenix New MediaLimited

Phoenix New Media Limited (NYSE: FENG) is a leading new media company providing premium content on an integrated Internet platform,including PC and mobile,in China. Having originated from a leading global Chinese language TV network based in Hong Kong,Phoenix TV,the Company enables consumers to access professional news and other quality information and share user-generated content on the Internet through their PCs and mobile devices. Phoenix New Media's platform includes its PC channel,consisting of ifeng.com website,which comprises interest-based verticals and interactive services; its mobile channel,consisting of mobile news applications,mobile video application,digital reading applicationsand mobile Internet website; and its operations with the telecom operators that provides mobile value-added services.

Safe Harbor Statement

This announcement contains forward−looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward−looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things,the business outlook and quotations from management in this announcement,as well as Phoenix New Media's strategic and operational plans,contain forward−looking statements. Phoenix New Media may also make written or oral forward−looking statements in its periodic reports to the U.S. Securities and Exchange Commission ("SEC") on Forms 20−F and 6−K,in its annual report to shareholders,in press releases and other written materials and in oral statements made by its officers,directors or employees to thirdparties. Statements that are not historical facts,including statements about Phoenix New Media's beliefs and expectations,are forward−looking statements. Forward−looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward−looking statement,including but not limited to the following: the Company's goals and strategies; the Company's future business development,financial condition and results of operations; the expected growth of online and mobile advertising,online video and mobile paid services markets in China; the Company's reliance on online and mobile advertising and MVAS for a majority of its total revenues; the Company's expectations regarding demand for and market acceptance of its services; the Company's expectations regarding maintaining and strengthening its relationships with advertisers,partners and customers; the Company's investment plans and strategies,fluctuations in the Company's quarterly operating results; the Company's plans to enhance its user experience,infrastructure and services offerings; the Company's reliance on mobile operators in China to provide most of its MVAS; changes by mobile operators in China to their policies for MVAS; competition in itsindustry in China; and relevant government policies and regulations relating to the Company. Further information regarding these and other risks is included in the Company's filings with the SEC,including itsregistration statement on Form F−1,as amended,and its annual reports on Form 20−F. All information provided in this press release and in the attachments is as of the date of this press release,and Phoenix New Media does not undertake any obligation to update any forward−looking statement,except as required under applicable law.

For investor and media inquiries please contact:

Phoenix New Media Limited

Qing Liu

Email: investorrelations@ifeng.com

ICR,Inc.

Jack Wang

Tel: +1 (646) 405-4883

Email: investorrelations@ifeng.com

Phoenix New Media Limited

Condensed Consolidated Balance Sheets

(Amounts in thousands)

December31,

September30,

2018

2019

2019

RMB

RMB

US$

Audited*

Unaudited

Unaudited

ASSETS

Current assets:

Cash and cash equivalents

174,024

169,157

23,666

Term deposits and short term investments

912,594

1,764,261

246,829

Restricted cash

269,648

131,441

18,389

Accounts receivable,net

484,113

613,237

85,795

Amounts due from related parties

91,228

71,843

10,051

Prepayment and other current assets

88,963

186,548

26,099

Total current assets

2,020,570

2,936,487

410,829

Non-current assets:

Property and equipment,net

95,631

110,116

15,406

Intangible assets,net

97,448

97,729

13,673

Goodwill

338,288

361,074

50,516

Available-for-sale debt investments

1,961,474

3,155,193

441,428

Equity investments,net

33,694

13,236

1,852

Deferred tax assets

60,160

72,318

10,118

Operating lease right-of- use assets,net**

-

91,786

12,841

Other non-current assets

23,454

20,258

2,834

Total non-current assets

2,610,149

3,921,710

548,668

Total assets

4,630,719

6,858,197

959,497

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term loans

267,665

-

-

Accounts payable

264,753

218,704

30,598

Amounts due to related parties

25,218

25,052

3,505

Advances from customers

54,601

69,611

9,739

Taxes payable

101,386

137,031

19,171

Salary and welfare payable

132,316

156,132

21,845

Amounts received from proposed buyers of investments in

Particle

-

1,419,633

198,614

Accrued expenses and other current liabilities

227,328

289,275

40,471

Operating leaseliabilities**

-

34,734

4,859

Total current liabilities

1,073,267

2,350,172

328,802

Non-current liabilities:

Deferred tax liabilities

140,960

256,956

35,949

Long-term liabilities

26,131

26,131

3,656

Operating leaseliabilities**

-

58,469

8,180

Total non-current liabilities

167,091

341,556

47,785

Total liabilities

1,240,358

2,691,728

376,587

Shareholders' equity:

Phoenix New Media Limited shareholders' equity:

Class A ordinary shares

17,487

17,499

2,448

Class B ordinary shares

22,053

22,053

3,085

Additional paid-in capital

1,604,588

1,608,241

225,001

Statutory reserves

87,620

87,620

12,258

Retained earnings/(accumulated deficits)

159,621

(24,304)

(3,400)

Accumulated other comprehensive income

1,188,358

2,254,404

315,403

Total Phoenix New Media Limited shareholders' equity

3,079,727

3,965,513

554,795

Noncontrolling interests

310,634

200,956

28,115

Total shareholders' equity

3,390,361

4,166,469

582,910

Total liabilities and shareholders' equity

4,497

* Derived from audited financial statements included in the Company's Form 20-F dated April 26,2019.

** The Company adopted the new leasing guidance (ASU 2016-2) started from January 1,which requires that a lessee recognize

the assets and liabilities that arise from operating leases. The Company recognized a right-of-use asset and a liability relating to lease

payments (the Lease Liability) in the statements of financial position for lease contracts having terms beyond 12 months period.

Phoenix New Media Limited

Condensed Consolidated Statements of Comprehensive Income/(loss)

(Amounts in thousands,except for number of shares and per share (or ADS) data)

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

2018

2019

2019

2019

2018

2019

2019

RMB

RMB

RMB

US$

RMB

RMB

US$

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Revenues:

Net advertising revenues

281,500

324,738

327,593

45,832

842,292

868,315

121,482

Paid service revenues

47,840

70,338

52,626

7,363

135,853

191,854

26,841

Total revenues

329,340

395,076

380,219

53,195

978,145

1,060,169

148,323

Cost of revenues

(152,236)

(184,951)

(194,268)

(27,179)

(415,276)

(557,364)

(77,978)

Gross profit

177,104

210,125

185,951

26,016

562,869

502,805

70,345

Operating expenses:

Sales and marketing expenses

(140,998)

(163,655)

(154,969)

(21,681)

(382,040)

(439,196)

(61,446)

General and administrative expenses

(41,692)

(65,380)

(43,131)

(6,034)

(117,898)

(157,363)

(22,016)

Technology and product development expenses

(50,969)

(60,121)

(60,735)

(8,497)

(147,904)

(180,297)

(25,224)

Changes in fair value of financial assets-contingent returnable

consideration

-

-

62,051

8,681

-

62,681

Total operating expenses

(233,659)

(289,156)

(196,784)

(27,531)

(647,842)

(714,805)

(100,005)

Loss from operations

(56,555)

(79,031)

(10,833)

(1,515)

(84,973)

(212,000)

(29,660)

Other income/(loss):

Interest income

12,349

4,637

8,106

1,134

38,837

21,401

2,994

Interest expense

(3,080)

(1,730)

(252)

(35)

(11,102)

(4,885)

(683)

Foreign currency exchange gain

6,066

2,922

6,134

858

7,166

6,889

964

Income/(loss) from equity method investments,net of impairments

4,240

521

-

-

1,375

(3,447)

(482)

Gain on disposal of convertible loans due from a related party

10,565

-

-

-

10,565

-

-

Others,net

5,773

4,789

5,608

785

11,994

12,638

1,768

(Loss)/income before tax

(20,642)

(67,892)

8,763

1,227

(26,138)

(179,404)

(25,099)

Income tax benefit/(expense)

3,889

(2,977)

(6,732)

(942)

115

(17,170)

(2,402)

Net (loss)/income

(16,753)

(70,869)

2,031

285

(26,023)

(196,574)

(27,501)

Net loss attributable to noncontrolling interests

127

754

3,896

545

1,098

12,649

1,770

Net (loss)/income attributable to Phoenix New Media Limited

(16,626)

(70,115)

5,927

830

(24,925)

(183,925)

(25,731)

Net (loss)/income

(16,501)

Other comprehensive income/(loss),net of tax: fair value

remeasurement for available-for-sale investments

52,111

(463,083)

734,931

102,821

103,762

997,251

139,521

Other comprehensive income,net of tax: foreign currency

translation adjustment

39,966

44,944

51,044

7,141

54,328

68,795

9,625

Comprehensive income/(loss)

75,324

(489,008)

788,006

110,247

132,067

869,472

121,645

Comprehensive loss attributable to noncontrolling interests

127

754

3,770

Comprehensive income/(loss) attributable to Phoenix New Media Limited

75,451

(488,254)

791,902

110,792

133,165

882,121

-

123,415

Net (loss)/income attributable to Phoenix New Media Limited

(16,731)

Net (loss)/income per Class A and Class B ordinary share:

Basic

(0.03)

(0.12)

0.01

0.00

(0.04)

(0.32)

(0.04)

Diluted

(0.03)

(0.12)

0.01

0.00

(0.04)

(0.32)

(0.04)

Net (loss)/income per ADS (1 ADS represents 8 Class A ordinary shares):

Basic

(0.23)

(0.96)

0.08

0.01

(0.34)

(2.53)

(0.35)

Diluted

(0.23)

(0.96)

0.08

0.01

(0.34)

(2.53)

(0.35)

Weighted average number of Class A and Class B ordinary shares

used in computing net (loss)/income per share:

Basic

581,962,548

582,267,440

582,325

582,325

580,729,644

582,259,624

582,624

Diluted

581,624

Phoenix New Media Limited

Condensed Segments Information

(Amounts in thousands)

Three Months Ended

Nine Months Ended

September 30,

2018

2019

2019

2019

2018

2019

2019

RMB

RMB

RMB

US$

RMB

RMB

US$

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Revenues:

Net advertising service

281,482

Paid services

47,323

Cost of revenues

Net advertising service

132,519

146,869

162,926

22,794

350,881

449,855

62,937

Paid services

19,717

38,082

31,342

4,385

64,395

107,509

15,041

Total cost of revenues

152,236

184,951

194,268

27,179

415,276

557,364

77,978

Gross profit

Net advertising service

148,981

177,869

164,667

23,038

491,411

418,460

58,545

Paid services

28,123

32,256

21,284

2,978

71,458

84,345

11,800

Total gross profit

177,345

Phoenix New Media Limited

Condensed Information of Cost of Revenues

(Amounts in thousands)

Three Months Ended

Nine Months Ended

September 30,

2018

2019

2019

2019

2018

2019

2019

RMB

RMB

RMB

US$

RMB

RMB

US$

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Revenue sharing fees

14,261

13,676

17,363

2,429

34,338

48,368

6,767

Content and operational costs

123,281

156,346

161,600

22,609

338,002

464,907

65,043

Bandwidth costs

14,694

14,929

15,305

2,141

42,936

44,089

6,168

Total cost of revenues

152,978

Reconciliations of Non-GAAP Results of Operations Measures to the Nearest Comparable GAAP Measures

(Amounts in thousands,except for number of ADSs and per ADS data)

Three Months Ended September 30,2018

Three Months Ended June 30,2019

Three Months Ended September 30,2019

GAAP

Non-GAAP

Adjustments

Non-

GAAP

GAAP

Non-GAAP

Adjustments

Non-

GAAP

GAAP

Non-GAAP

Adjustments

Non-

GAAP

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Gross profit

177,104

442

(1)

177,546

210,125

1,893

(1)

212,018

185,951

1,879

(1)

187,830

Gross margin

53.8%

53.9%

53.2%

53.7%

48.9%

49.4%

2,535

(1)

4,227

(1)

5,277

(1)

-

(2)

-

(2)

(62,051)

(2)

Loss from operations

(56,555)

2,535

(54,020)

(79,031)

4,227

(74,804)

(10,833)

(56,774)

(67,607)

Operating margin

(17.2)%

(16.4)%

(20.0)%

(18.9)%

(2.8)%

(17.8)%

2,051)

(2)

(4,240)

(3)

(521)

(3)

-

(3)

Net (loss)/income attributable

to Phoenix New

Media Limited

(16,626)

(1,705)

(18,331)

(70,115)

3,706

(66,409)

5,927

(56,774)

(50,847)

Net margin

(5.0)%

(5.6)%

(17.7)%

(16.8)%

1.6%

(13.4)%

Net (loss)/income per

ADS-diluted

(0.23)

(0.25)

(0.96)

(0.91)

0.08

(0.70)

Weighted average number

of ADSs used in computing

diluted net (loss)/income per ADS

72,745,318

72,783,430

72,541

72,541

(1) Share-based compensation

(2) Changes in fair value of financial assets-contingent returnable consideration

(3) Income from equity method investments,net of impairments

Non-GAAP to GAAP reconciling items have no income tax effect.

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