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6-K

Tuniu Corp (TOUR)

6-K 2022-12-01 For: 2022-12-01
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

Commission File Number: 001-36430

Tuniu Corporation

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F           x          Form 40-F         ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release—Tuniu Announces Unaudited Third Quarter 2022 Financial Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tuniu Corporation
By: /s/ Anqiang Chen
Name: Anqiang Chen
Title: Financial Controller

Date: December 1, 2022

Exhibit 99.1

Tuniu Announces Unaudited Third Quarter 2022Financial Results

NANJING, China, December 1, 2022 -- Tuniu Corporation (NASDAQ:TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced its unaudited financial results for the third quarter ended September 30, 2022.

"In the third quarter, China’s travel industry gradually recovered as compared to the previous two quarters," said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. "Tuniu seized the opportunity to expand our business by focusing on the vacation market and leveraging our integrated model and high-quality products and services. Despite the current uncertainties, we will continue to introduce innovative, high-quality products and services to meet customers’ demand and serve more customers with professionalism and dedication. In addition, the company will continue to roll out cost control measures to improve operational efficiency and strengthen our resilience and capabilities amidst the dynamic external environment."

Third Quarter 2022 Results

Net revenues were RMB77.9 million (US$10.9 million^1^) in the third quarter of 2022, representing a year-over-year decrease of 32.1% from the corresponding period in 2021. The decrease was primarily due to the negative impact brought by the resurgence and spread of COVID-19.

· Revenues from packaged tours were RMB41.4<br>million (US$5.8 million) in the third quarter of 2022, representing a year-over-year decrease of 54.3% from the corresponding period in<br>2021. The decrease was primarily due to the resurgence of COVID-19 in certain regions in China.
· Other revenues were RMB36.4 million (US$5.1<br>million) in the third quarter of 2022, representing a year-over-year increase of 52.3% from the corresponding period in 2021. The increase<br>was primarily due to the increase in the commission fees received from other travel-related products.
--- ---

Cost of revenues was RMB32.8 million (US$4.6 million) in the third quarter of 2022, representing a year-over-year decrease of 56.2% from the corresponding period in 2021. As a percentage of net revenues, cost of revenues was 42.2% in the third quarter of 2022, compared to 65.3% in the corresponding period in 2021.

Gross margin was 57.8% in the third quarter of 2022, compared to a gross margin of 34.7% in the third quarter of 2021.

Operating expenses were RMB59.3 million (US$8.3 million) in the third quarter of 2022, representing a year-over-year decrease of 38.5% from the corresponding period in 2021. Share-based compensation expenses and amortization of acquired intangible assets, which were allocated to operating expenses, were RMB1.9 million (US$0.3 million) in the third quarter of 2022. Non-GAAP^2^operating expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets, were RMB57.4 million (US$8.1 million) in the third quarter of 2022, representing a year-over-year decrease of 36.9%.

^1^ The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 7.1135 on September 30, 2022 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at https://www.federalreserve.gov/releases/h10/default.htm.

^2^ The section below entitled "About Non-GAAP Financial Measures" provides information about the use of Non-GAAP financial measures in this press release, and the table captioned “Reconciliations of GAAP and Non-GAAP Results" set forth at the end of this press release reconciles Non-GAAP financial information with the Company's financial results under GAAP.

· Research and product development expenseswere RMB9.7 million (US$1.4 million) in the third quarter of 2022, representing a year-over-year decrease of 37.6%. Non-GAAP researchand product development expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets<br>of RMB0.5 million (US$0.1 million), were RMB9.2 million (US$1.3 million) in the third quarter of 2022, representing a year-over-year decrease<br>of 37.1% from the corresponding period in 2021. The decrease was primarily due to the decrease in research and product development personnel<br>related expenses.
· Sales and marketing expenses were RMB26.5<br>million (US$3.7 million) in the third quarter of 2022, representing a year-over-year decrease of 36.4%. Non-GAAP sales and marketingexpenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB0.5 million (US$0.1<br>million), were RMB26.0 million (US$3.7 million) in the third quarter of 2022, representing a year-over-year decrease of 35.3% from the<br>corresponding period in 2021. The decrease was primarily due to the decrease in promotion expenses.
--- ---
· General and administrative expenses were<br>RMB24.3 million (US$3.4 million) in the third quarter of 2022, representing a year-over-year decrease of 41.1%. Non-GAAP general andadministrative expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB0.9<br>million (US$0.1 million), were RMB23.4 million (US$3.3 million) in the third quarter of 2022, representing a year-over-year decrease of<br>38.7% from the corresponding period in 2021. The decrease was primarily due to the decrease in general and administrative personnel related<br>expenses.
--- ---

Loss from operations was RMB14.3 million (US$2.0 million) in the third quarter of 2022, compared to a loss from operations of RMB56.6 million in the third quarter of 2021. Non-GAAPloss from operations, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB12.3 million (US$1.7 million) in the third quarter of 2022.

Net loss was RMB23.5 million (US$3.3 million) in the third quarter of 2022, compared to a net loss of RMB36.6 million in the third quarter of 2021. Non-GAAP net loss, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB21.6 million (US$3.0 million) in the third quarter of 2022.

Net loss attributable to ordinary shareholders was RMB22.0 million (US$3.1 million) in the third quarter of 2022, compared to a net loss attributable to ordinary shareholders of RMB35.1 million in the third quarter of 2021. Non-GAAP net loss attributable to ordinary shareholders, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB20.1 million (US$2.8 million) in the third quarter of 2022.

As of September 30, 2022, the Company had cashand cash equivalents, restricted cash and short-term investments of RMB949.6 million (US$133.5 million). The COVID-19 pandemic has negatively impacted our business operations, and will continue to impact our results of operations and cash flows for subsequent periods. Based on our liquidity assessment and management actions, we believe that our available cash, cash equivalents and maturity of investments will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months.

Appointment of New Director

Tuniu also announced that Mr. Jie Chen has been appointed as an independent director to the Company’s board of directors (the “Board”) effective on December 1, 2022, replacing Mr. Jiangtao Liu who has resigned from the Board effective on the same date. Mr. Jie Chen has also been appointed as a member of the compensation committee of the Board, effective on December 1, 2022, replacing Mr. Jiangtao Liu. After the change, the Board is comprised of nine members, with the majority of the members of the Board being independent directors.

Mr. Chen currently serves as chairman of Caissa Tourism (000796. SZ), an A-share company listed on the Shenzhen Stock Exchange. Mr. Chen joined Caissa Tourism Group in 2002 and previously served as the vice president of Caissa Tosun Development Co. Ltd. and general manager of domestic operation business group, vacation business group and product research and development center for group tours. Mr. Chen graduated from Beijing Science Technology and Management College in 2002.

Business Outlook

For the fourth quarter of 2022, the Company expects to generate RMB23.5 million to RMB30.8 million of net revenues, which represents a 58% to 68% decrease year-over-year. This forecast reflects Tuniu’s current and preliminary view on the industry and its operations, which is subject to change.

Conference Call Information

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time, on December 1, 2022, (9:00 pm, Beijing/Hong Kong Time, on December 1, 2022) to discuss the third quarter 2022 financial results.

To participate in the conference call, please dial the following numbers:

U.S.: +1-888-346-8982

Hong Kong: +852-301-84992

Mainland China: 4001-201203

International: +1-412-902-4272

Conference ID: Tuniu 3Q 2022 Earnings Call

A telephone replay will be available one hour after the end of the conference call through December 8, 2022. The dial-in details are as follows:

U.S.: +1-877-344-7529

International: +1-412-317-0088

Replay Access Code: 1106089

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at http://ir.tuniu.com.

About Tuniu

Tuniu (Nasdaq:TOUR) is a leading online leisure travel company in China that offers integrated travel service with a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and 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," "confident" and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Tuniu's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu's goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; the Company’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; relevant government policies and regulations relating to the Company’s structure, business and industry; the impact of the COVID-19 on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

About Non-GAAP Financial Measures

To supplement the Company's unaudited consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), the Company has provided non-GAAP information related to cost of revenues, research and product development expenses, sales and marketing expenses, general and administrative expenses, impairment of goodwill, other operating income, total operating expenses, loss from operations, net loss, net loss attributable to ordinary shareholders, net loss per ordinary share attributable to ordinary shareholders-basic and diluted and net loss per ADS-basic and diluted, which excludes share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill. We believe that the non-GAAP financial measures used in this press release are useful for understanding and assessing underlying business performance and operating trends, and management and investors benefit from referring to these non-GAAP financial measures in assessing our financial performance and when planning and forecasting future periods. For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of GAAP and non-GAAP Results" set forth at the end of this press release.

A limitation of using non-GAAP financial measures excluding share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill is that share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill have been – and will continue to be – significant recurring expenses in the Company's business. You should not view non-GAAP results on a stand-alone basis or as a substitute for results under GAAP, or as being comparable to results reported or forecasted by other companies.

For investor and media inquiries, please contact:

China

Mary Chen

Investor Relations Director

Tuniu Corporation

Phone: +86-25-6960-9988

E-mail: [email protected]

(Financial Tables Follow)


Tuniu Corporation

Unaudited Condensed Consolidated Balance Sheets

(All amounts in thousands, except per share information)

December 31, 2021 September 30, 2022 September 30, 2022
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 349,077 212,739
Restricted cash 46,521 27,649
Short-term investments 615,901 709,206
Accounts receivable, net 111,941 127,955
Amounts due from related parties 14,969 22,735
Prepayments and other current assets 337,033 362,963
Total current assets 1,475,442 1,463,247
Non-current assets
Long-term investments 201,947 225,967
Property and equipment, net 98,159 91,549
Intangible assets, net 55,376 42,538
Land use right, net 94,652 93,105
Operating lease right-of-use assets, net 48,115 34,015
Goodwill 232,007 117,470
Other non-current assets 92,111 92,998
Total non-current assets 822,367 697,642
Total assets 2,297,809 2,160,889
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Short-term borrowings 9,981 8,650
Accounts and notes payable 383,626 428,254
Amounts due to related parties 4,679 3,857
Salary and welfare payable 33,761 29,042
Taxes payable 8,004 4,017
Advances from customers 139,777 129,290
Operating lease liabilities, current 16,556 13,348
Accrued expenses and other current liabilities 382,629 408,964
Total current liabilities 979,013 1,025,422
Non-current liabilities
Operating lease liabilities, non-current 38,832 27,799
Deferred tax liabilities 12,479 9,666
Long-term borrowings 14,344 9,999
Total non-current liabilities 65,655 47,464
Total liabilities 1,044,668 1,072,886
Redeemable noncontrolling interests 27,200 27,200
Equity
Ordinary shares 249 249
Less: Treasury stock (293,795 ) (289,044 ) )
Additional paid-in capital 9,125,748 9,125,195
Accumulated other comprehensive income 271,821 307,034
Accumulated deficit (7,834,879 ) (8,023,879 ) )
Total Tuniu Corporation shareholders’ equity 1,269,144 1,119,555
Noncontrolling interests (43,203 ) (58,752 ) )
Total equity 1,225,941 1,060,803
Total liabilities, redeemable noncontrolling interests and equity 2,297,809 2,160,889

All values are in US Dollars.


Tuniu Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(All amounts in thousands, except per share information)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
September 30, 2021 June 30, 2022 September 30, 2022 September 30, 2022
RMB RMB RMB US
Revenues
Packaged tours 90,709 9,531 41,440
Others 23,915 27,426 36,418
Net revenues 114,624 36,957 77,858
Cost of revenues (74,884 ) (20,440 ) (32,835 ) )
Gross profit 39,740 16,517 45,023
Operating expenses
Research and product development (15,580 ) (13,963 ) (9,729 ) )
Sales and marketing (41,668 ) (24,474 ) (26,502 ) )
General and administrative (41,224 ) (23,888 ) (24,270 ) )
Impairment of goodwill - (112,102 ) -
Other operating income 2,106 35,059 1,222
Total operating expenses (96,366 ) (139,368 ) (59,279 ) )
Loss from operations (56,626 ) (122,851 ) (14,256 ) )
Other (expenses)/income
Interest and investment income 19,492 5,206 5,491
Interest expense (1,097 ) (582 ) (1,194 ) )
Foreign exchange gains/(losses), net (463 ) (11,424 ) (16,167 ) )
Other income, net 686 302 2,797
Loss before income tax expense (38,008 ) (129,349 ) (23,329 ) )
Income tax benefit 568 21 376
Equity in (loss)/income of affiliates 861 790 (551 ) )
Net loss (36,579 ) (128,538 ) (23,504 ) )
Net loss attributable to noncontrolling interests (1,497 ) (2,019 ) (1,456 ) )
Net loss attributable to Tuniu Corporation (35,082 ) (126,519 ) (22,048 ) )
Net loss attributable to ordinary shareholders (35,082 ) (126,519 ) (22,048 ) )
Net loss (36,579 ) (128,538 ) (23,504 ) )
Other comprehensive (loss)/income:
Foreign currency translation adjustment, net of nil tax 1,685 17,277 18,066
Comprehensive loss (34,894 ) (111,261 ) (5,438 ) )
Net loss per ordinary share attributable to ordinary shareholders - basic and diluted (0.09 ) (0.34 ) (0.06 ) )
Net loss per ADS - basic and diluted* (0.27 ) (1.02 ) (0.18 ) )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 370,956,994 371,112,997 371,274,640
Share-based compensation expenses included are as follows:
Cost of revenues 214 291 24
Research and product development 359 299 10
Sales and marketing 332 448 31
General and administrative 2,475 1,639 432
Total 3,380 2,677 497

All values are in US Dollars.

*Each ADS represents three of the Company's ordinary shares.


Reconciliationsof GAAP and Non-GAAP Results

(All amounts in thousands, except per share information)

**** Quarter Ended September 30, 2022 ****
GAAP Result Share-based <br>  Compensation Amortization of acquired <br> intangible assets Gain on disposals<br> of subsidiaries Impairment<br> of goodwill Non-GAAP <br> Result
Cost of revenues (32,835 ) 24 - - - (32,811 )
Research and product development (9,729 ) 10 534 - - (9,185 )
Sales and marketing (26,502 ) 31 423 - - (26,048 )
General and administrative (24,270 ) 432 477 - - (23,361 )
Other operating income 1,222 - - - - 1,222
Total operating expenses (59,279 ) 473 1,434 - - (57,372 )
Loss from operations (14,256 ) 497 1,434 - - (12,325 )
Net loss (23,504 ) 497 1,434 - - (21,573 )
Net loss attributable to ordinary shareholders (22,048 ) 497 1,434 - - (20,117 )
Net loss per ordinary share attributable to ordinary shareholders - basic and diluted (0.06 ) (0.05 )
Net loss per ADS - basic and diluted (0.18 ) (0.15 )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 371,274,640 371,274,640
**** Quarter Ended June 30, 2022 ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
GAAP Result Share-based <br>  Compensation Amortization of acquired <br> intangible assets Gain on disposals<br> of subsidiaries Impairment<br> of goodwill Non-GAAP <br> Result
Cost of revenues (20,440 ) 291 - - - (20,149 )
Research and product development (13,963 ) 299 534 - - (13,130 )
Sales and marketing (24,474 ) 448 770 - - (23,256 )
General and administrative (23,888 ) 1,639 635 - - (21,614 )
Impairment of goodwill (112,102 ) - - - 112,102 -
Other operating income 35,059 - - (32,786 ) - 2,273
Total operating expenses (139,368 ) 2,386 1,939 (32,786 ) 112,102 (55,727 )
Loss from operations (122,851 ) 2,677 1,939 (32,786 ) 112,102 (38,919 )
Net loss (128,538 ) 2,677 1,939 (32,786 ) 112,102 (44,606 )
Net loss attributable to ordinary shareholders (126,519 ) 2,677 1,939 (32,786 ) 112,102 (42,587 )
Net loss per ordinary share attributable to ordinary shareholders - basic and diluted (0.34 ) (0.11 )
Net loss per ADS - basic and diluted (1.02 ) (0.33 )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 371,112,997 371,112,997
**** Quarter Ended September 30, 2021 ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
GAAP Result Share-based <br>  Compensation Amortization of acquired <br> intangible assets Gain on disposals<br> of subsidiaries Impairment<br> of goodwill Non-GAAP <br> Result
Cost of revenues (74,884 ) 214 - - - (74,670 )
Research and product development (15,580 ) 359 616 - - (14,605 )
Sales and marketing (41,668 ) 332 1,065 - - (40,271 )
General and administrative (41,224 ) 2,475 652 - - (38,097 )
Other operating income 2,106 - - - - 2,106
Total operating expenses (96,366 ) 3,166 2,333 - - (90,867 )
Loss from operations (56,626 ) 3,380 2,333 - - (50,913 )
Net loss (36,579 ) 3,380 2,333 - - (30,866 )
Net loss attributable to ordinary shareholders (35,082 ) 3,380 2,333 - - (29,369 )
Net loss per ordinary share attributable to ordinary shareholders - basic and diluted (0.09 ) (0.08 )
Net loss per ADS - basic and diluted (0.27 ) (0.24 )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 370,956,994 370,956,994

*Basic net loss per ordinary share attributable to ordinary shareholders is calculated by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the periods. Diluted net loss per ordinary share attributable to ordinary shareholders is calculated by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the periods, including the dilutive effect of share-based awards as determined under the treasury stock method.