6-K

Tuniu Corp (TOUR)

6-K 2020-06-11 For: 2020-06-11
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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 June 2020


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):________________

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: June 11, 2020

EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release

Exhibit 99.1

Tuniu Announces Unaudited First Quarter2020 Financial Results

NANJING, China, June 10, 2020 -- Tuniu Corporation (NASDAQ:TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced its unaudited financial results for the first quarter ended March 31, 2020.

Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer, said, “Even though travel restrictions implemented during the COVID-19 pandemic remain in place, we are positive on the long-term prospect as there has been a strong accumulation of demand for travel products. By leveraging our experience in Tuniu-branded products and established network of local tour operators, we will shift our focus on the domestic market to offer high-quality domestic travel products to customers, in order to meet the near-term challenges. We are also utilizing new forms of distributions such as live-streaming and social marketing to stimulate customer interest in various destinations and travel products. Lastly, we remain committed to minimizing our expenditures and optimizing our cash flows in preparation for the full recovery of China’s leisure travel market.”

First Quarter 2020 Results

Net revenues were RMB174.0 million (US$24.6 million^1^) in the first quarter of 2020, representing a year-over-year decrease of 61.9% from the corresponding period in 2019. The decrease was primarily due to the negative impact brought out by the outbreak and spread of COVID-19.

· Revenues from packaged tours were<br>RMB120.2 million (US$17.0 million) in the first quarter of 2020, representing a year-over-year decrease of 67.1% from the corresponding<br>period in 2019. The decrease was primarily due to the suspension of sale of packaged tours impacted by the outbreak and spread<br>of COVID-19^2^.
· Other revenues were RMB53.7 million<br>(US$7.6 million) in the first quarter of 2020, representing a year-over-year decrease of 40.9% from the corresponding period in<br>2019. The decrease was primarily due to the declines in service fees received from insurance companies and revenues generated from<br>financial services.
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Cost of revenues was RMB81.5 million (US$11.5 million) in the first quarter of 2020, representing a year-over-year decrease of 60.5% from the corresponding period in 2019. As a percentage of net revenues, cost of revenues was 46.8% in the first quarter of 2020, compared to 45.1% in the corresponding period in 2019.

^1^The conversion of Renminbi (“RMB”) into United States dollars (“US$”) is based on the exchange rate of US$1.00=RMB7.0808 on March 31, 2020 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^ On January 24, 2020, the Ministry of Culture and Tourism of the People’s Republic of China issued a notice requiring travel agencies, including online travel agencies throughout the country to suspend the operation of organized tours and the provision of a combination of flight and hotel bookings.

Gross margin was 53.2% in the first quarter of 2020, compare to a gross margin of 54.9% in the first quarter of 2019.

Operating expenses were RMB308.0 million (US$43.5 million) in the first quarter of 2020, representing a year-over-year decrease of 28.6% from the corresponding period in 2019. Share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangibleassets, which were allocated to operating expenses, were RMB37.6 million (US$5.3 million) in the first quarter of 2020. Non-GAAP^3^operating expenses, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangible assets, were RMB270.4 million (US$38.2 million) in the first quarter of 2020, representing a year-over-year decrease of 27.8%.

· Research and product development expenseswere RMB51.0 million (US$7.2 million) in the first quarter of 2020, representing a year-over-year decrease of 36.2%. Non-GAAPresearch and product development expenses, which excluded share-based compensation expenses and amortization of acquired intangible<br>assets of RMB3.1 million (US$0.4 million), were RMB48.0 million (US$6.8 million) in the first quarter of 2020, representing a year-over-year<br>decrease of 35.6% from the corresponding period in 2019. The decrease was primarily due to the decrease in research and product<br>development personnel related expenses.
· Sales and marketing expenses were<br>RMB124.7 million (US$17.6 million) in the first quarter of 2020, representing a year-over-year decrease of 43.0%. Non-GAAP salesand marketing expenses, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment<br>of acquired intangible assets of RMB31.8 million (US$4.5 million), were RMB92.9 million (US$13.1 million) in the first quarter<br>of 2020, representing a year-over-year decrease of 49.3% from the corresponding period in 2019. The decrease was primarily due<br>to the decrease in promotion expenses and sales and marketing personnel related expenses.
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· General and administrative expenses<br>were RMB133.9 million (US$18.9 million) in the first quarter of 2020, representing a year-over-year decrease of 0.9%. The decrease<br>was primarily due to the decrease in general and administrative personnel related expenses. Non-GAAP general and administrativeexpenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB2.7 million<br>(US$0.4 million), were RMB131.1 million (US$18.5 million) in the first quarter of 2020, representing a year-over-year increase<br>of 9.7% from the corresponding period in 2019. The increase was primarily due to the increase in allowance for doubtful accounts.
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^3^ 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.

Loss from operations was RMB215.5 million (US$30.4 million) in the first quarter of 2020, compared to a loss from operations of RMB180.5 million in the first quarter of 2019. Non-GAAP loss from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangible assets, was RMB177.7 million (US$25.1 million) in the first quarter of 2020.

Net loss was RMB205.2 million (US$29.0 million) in the first quarter of 2020, compared to a net loss of RMB148.2 million in the first quarter of 2019. Non-GAAP netloss, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangible assets, was RMB167.4 million (US$23.6 million) in the first quarter of 2020.

Net loss attributable to ordinary shareholders was RMB201.5 million (US$28.5 million) in the first quarter of 2020, compared to a net loss attributable to ordinary shareholders of RMB150.6 million in the first quarter of 2019. Non-GAAP net loss attributable to ordinary shareholders, which excluded share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangible assets, was RMB163.7 million (US$23.1 million) in the first quarter of 2020.

As of March 31, 2020, the Company had cashand cash equivalents, restricted cash and short-term investments of RMB2.1 billion (US$296.6 million). The COVID-19 pandemic has negatively impacted our business operation and cash flows for the first quarter of 2020, which could continue to impact on subsequent periods. Based on our liquidity assessment and management actions, we believe that our available cash, cash equivalents and cash generated from future operations and maturity of investments will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the foreseeable future.

Business Outlook

Tuniu’s business has been significantly and negatively impacted by the outbreak and spread of COVID-19 since January 2020. As a result of the continued influence by COVID-19, for the second quarter of 2020, the Company expects to generate RMB20.8 million to RMB72.8 million of net revenues, which represents 86% to 96% 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 June 10, 2020, (8:00 pm, Beijing/Hong Kong Time, on June 10, 2020) to discuss the first quarter 2020 financial results.

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

US: +1-888-346-8982
Hong Kong: +852-301-84992
Mainland China: 4001-201203
International: +1-412-902-4272

Conference ID: Tuniu 1Q 2020 Earnings Call

A telephone replay will be available one hour after the end of the conference through June 17, 2020. The dial-in details are as follows:

US: +1-877-344-7529
International: +1-412-317-0088

Replay Access Code: 10144584

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 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 covers over 420 departing cities throughout China and all popular destinations worldwide. 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, 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 and impairment of acquired intangible assets. 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 and impairment of acquired intangible assets is that share-based compensation expenses, amortization of acquired intangible assets and impairment of acquired intangible assets 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, pleasecontact:

China

Mary Chen

Investor Relations Director

Tuniu Corporation

Phone: +86-25-6960-9988

E-mail: ir@tuniu.com

(Financial Tables Follow)

Tuniu Corporation

Unaudited Condensed Consolidated BalanceSheets

(All amounts in thousands, except pershare information)

December 31, 2019 March 31, 2020 March 31, 2020
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 295,463 590,948
Restricted cash 327,052 111,754
Short-term investments 1,305,386 1,397,273
Accounts receivable, net 529,983 450,756
Amounts due from related parties 65,108 62,727
Prepayments<br> and other current assets 1,300,284 951,691
Total current<br> assets 3,823,276 3,565,149
Non-current assets
Long-term investments 1,305,612 786,646
Property and equipment, net 223,340 210,132
Intangible assets, net 166,267 130,618
Land use right, net 98,774 98,259
Operating lease right-of-use<br> assets, net 105,839 87,515
Goodwill 232,007 232,007
Other non-current assets 83,923 70,856
Long-term<br> amounts due from related parties 557,582 554,179
Total non-current<br> assets 2,773,344 2,170,212
Total<br> assets 6,596,620 5,735,361
LIABILITIES AND SHAREHOLDERS’<br> EQUITY
Current liabilities
Short-term borrowings 203,845 203,672
Accounts and notes payable 1,311,963 1,129,995
Amounts due to related parties 29,755 26,594
Salary and welfare payable 112,511 75,721
Taxes payable 12,207 4,230
Advances from customers 1,113,879 492,277
Operating lease liabilities,<br> current 57,490 57,167
Accrued<br> expenses and other current liabilities 907,119 1,118,539
Total current<br> liabilities 3,748,769 3,108,195
Non-current liabilities
Operating lease liabilities,<br> non-current 54,718 45,541
Deferred tax liabilities 23,658 22,829
Long-term borrowings 9,689 10,941
Other non-current<br> liabilities 10,947 10,947
Total non-current<br> liabilities 99,012 90,258
Total<br> liabilities 3,847,781 3,198,453
Mezzanine equity
Redeemable noncontrolling interests 37,200 37,200
Shareholders’ equity
Ordinary shares 249 249
Less: Treasury stock (310,942 ) (310,724 ) )
Additional paid-in capital 9,113,512 9,117,787
Accumulated other comprehensive<br> income 293,784 301,875
Accumulated<br> deficit* (6,385,974 ) (6,606,860 ) )
Total Tuniu’s shareholders’<br> equity 2,710,629 2,502,327
Noncontrolling interests 1,010 (2,619 ) )
Total Shareholders’<br> equity 2,711,639 2,499,708
Total<br> liabilities and shareholders’ equity 6,596,620 5,735,361

All values are in US Dollars.

*On 1 January 2020, the Company adopted ASU No. 2016-13 (ASU 2016-13), “Financial Instruments – Credit Losses”, and recognized a cumulative-effect adjustment to the opening retained earnings at the adoption date.

Tuniu Corporation

Unaudited Condensed Consolidated Statementsof Comprehensive Loss

(All amounts in thousands, except pershare information)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
March 31, 2019 December 31, 2019 March 31, 2020 March 31, 2020
RMB RMB RMB US
Revenues
Packaged tours 365,893 344,325 120,240
Others 90,964 106,958 53,741
Net revenues 456,857 451,283 173,981
Cost of revenues (206,019 ) (234,623 ) (81,460 ) )
Gross profit 250,838 216,660 92,521
Operating expenses
Research and product development (80,016 ) (79,038 ) (51,026 ) )
Sales and marketing (218,820 ) (239,898 ) (124,698 ) )
General and administrative (135,072 ) (341,487 ) (133,860 ) )
Other operating<br> income 2,543 9,545 1,574
Total operating<br> expenses (431,365 ) (650,878 ) (308,010 ) )
Loss from operations (180,527 ) (434,218 ) (215,489 ) )
Other income/(expenses)
Interest and investment income,<br> net 38,671 38,766 21,852
Interest expense (6,810 ) (11,372 ) (10,499 ) )
Foreign exchange (losses)/gains,<br> net (303 ) 3,272 (877 ) )
Other income/(loss),<br> net 268 2,808 (1,718 ) )
Loss before income tax expense (148,701 ) (400,744 ) (206,731 ) )
Income tax benefit/(expense) 525 (2,910 ) 817
Equity in income of affiliates - 2,223 744
Net loss (148,176 ) (401,431 ) (205,170 ) )
Net income/(loss) attributable to noncontrolling<br> interests 1,169 (35,957 ) (3,629 ) )
Net income/(loss) attributable<br> to redeemable noncontrolling interests 714 123 (81 ) )
Net loss<br> attributable to Tuniu Corporation (150,059 ) (365,597 ) (201,460 ) )
Accretion on redeemable noncontrolling<br> interests (543 ) (1,540 ) (81 ) )
Net loss<br> attributable to ordinary shareholders (150,602 ) (367,137 ) (201,541 ) )
Net loss (148,176 ) (401,431 ) (205,170 ) )
Other comprehensive (loss)/income:
Foreign<br> currency translation adjustment, net of nil tax (4,742 ) (4,939 ) 8,091
Comprehensive<br> loss (152,918 ) (406,370 ) (197,079 ) )
Net loss per ordinary share attributable to ordinary<br> shareholders - basic and diluted (0.41 ) (0.99 ) (0.54 ) )
Net loss per ADS - basic and diluted* (1.23 ) (2.97 ) (1.62 ) )
Weighted average number of ordinary shares used<br> in computing basic and diluted loss per share 369,190,766 369,797,249 370,055,731
Share-based<br> compensation expenses included are as follows:
Cost of revenues 1,869 258 207
Research and product development 5,041 839 2,136
Sales and marketing 1,416 267 205
General<br> and administrative 14,835 5,500 2,025
Total 23,161 6,864 4,573

All values are in US Dollars.

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

Reconciliations of GAAP and Non-GAAP Results

(All amounts in thousands, except per share information)

Quarter<br> Ended March 31, 2020
GAAP Share-based Amortization of<br> acquired Impairment of<br> acquired Non-GAAP
Result Compensation intangible<br> assets intangible<br> assets Result
Cost of revenues (81,460 ) 207 - - (81,253 )
Research and product development (51,026 ) 2,136 933 - (47,957 )
Sales and marketing (124,698 ) 205 22,050 9,554 (92,889 )
General and administrative (133,860 ) 2,025 709 - (131,126 )
Other operating income 1,574 - - - 1,574
Total operating expenses (308,010 ) 4,366 23,692 9,554 (270,398 )
Loss from operations (215,489 ) 4,573 23,692 9,554 (177,670 )
Net loss (205,170 ) 4,573 23,692 9,554 (167,351 )
Net loss attributable to ordinary shareholders (201,541 ) 4,573 23,692 9,554 (163,722 )
Net loss per ordinary share attributable to ordinary<br> shareholders - basic and diluted (0.54 ) (0.44 )
Net loss per ADS - basic and diluted (1.62 ) (1.32 )
Weighted average number of ordinary shares used<br> in computing basic and diluted loss per share 370,055,731 370,055,731
Quarter<br> Ended December 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- ---
GAAP Share-based Amortization of<br> acquired Impairment of<br> acquired Non-GAAP
Result Compensation intangible<br> assets intangible<br> assets Result
Cost of revenues (234,623 ) 258 - - (234,365 )
Research and product development (79,038 ) 839 793 - (77,406 )
Sales and marketing (239,898 ) 267 34,649 32,014 (172,968 )
General and administrative (341,487 ) 5,500 705 - (335,282 )
Other operating income 9,545 - - - 9,545
Total operating expenses (650,878 ) 6,606 36,147 32,014 (576,111 )
Loss from operations (434,218 ) 6,864 36,147 32,014 (359,193 )
Net Loss (401,431 ) 6,864 36,147 32,014 (326,406 )
Net loss attributable to ordinary shareholders (367,137 ) 6,864 36,147 32,014 (292,112 )
Net loss per ordinary share attributable to ordinary<br> shareholders - basic and diluted (0.99 ) (0.79 )
Net loss per ADS - basic and diluted (2.97 ) (2.37 )
Weighted average number of ordinary shares used<br> in computing basic and diluted loss per share 369,797,249 369,797,249
Quarter<br> Ended March 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- ---
GAAP Share-based Amortization of<br> acquired Impairment of<br> acquired Non-GAAP
Result Compensation intangible<br> assets intangible<br> assets Result
Cost of revenues (206,019 ) 1,869 - - (204,150 )
Research and product development (80,016 ) 5,041 513 - (74,462 )
Sales and marketing (218,820 ) 1,416 34,163 - (183,241 )
General and administrative (135,072 ) 14,835 703 - (119,534 )
Other operating income 2,543 - - - 2,543
Total operating expenses (431,365 ) 21,292 35,379 - (374,694 )
Loss from operations (180,527 ) 23,161 35,379 - (121,987 )
Net loss (148,176 ) 23,161 35,379 - (89,636 )
Net loss attributable to ordinary shareholders (150,602 ) 23,161 35,379 - (92,062 )
Net loss per ordinary share attributable to ordinary<br> shareholders - basic and diluted (0.41 ) (0.25 )
Net loss per ADS - basic and diluted (1.23 ) (0.75 )
Weighted average number of ordinary shares used<br> in computing basic and diluted loss per share 369,190,766 369,190,766

*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.