6-K
Tuniu Corp (TOUR)
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 August 2023
Commission File Number: 001-36430
Tuniu Corporation
6, 8-12th Floor, Building 6-A, Juhuiyuan
No. 108 Xuanwudadao, Xuanwu District
Nanjing, Jiangsu Province 210023
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 ¨
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release—Tuniu Announces Unaudited Second Quarter 2023 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: August 17, 2023
Exhibit 99.1
Tuniu Announces Unaudited Second Quarter 2023Financial Results
NANJING, China, August 17, 2023 - Tuniu Corporation (NASDAQ: TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced its unaudited financial results for the second quarter ended June 30, 2023.
Highlights for the Second Quarter of 2023
| · | Net revenues in the second quarter of 2023 increased<br>by 170.5% year-over-year to RMB100.0 million (US$13.8 million^1^). |
|---|---|
| · | Revenues from package tours in the second quarter<br>of 2023 increased by 632.3% year-over-year to RMB69.8 million (US$9.6 million). |
| --- | --- |
| · | Gross profit in the second quarter of 2023 increased<br>by 296.0% year-over-year to RMB65.4 million (US$9.0 million). |
| --- | --- |
| · | Income<br> from operations in the second quarter of 2023 was RMB6.8 million (US$0.9 million), compared<br> to a loss from operations of RMB122.9 million in the second quarter of 2022. Non-GAAP^2^income from operations in the second quarter of 2023 was RMB12.1 million (US$1.7 million),<br> compared to a Non-GAAP loss from operations of RMB38.9 million in the second quarter of 2022. |
| --- | --- |
| · | Net income in the second quarter of 2023 was<br>RMB221.0 thousand (US$30.0 thousand), compared to a net loss of RMB128.5 million in the second quarter of 2022. Non-GAAP net income in<br>the second quarter of 2023 was RMB5.6 million (US$0.8 million), compared to a Non-GAAP net loss of RMB44.6 million in the second quarter<br>of 2022. |
| --- | --- |
"We are encouraged to report a strong performance for the second quarter of 2023, with our net revenues growing by 170.5% year-over-year, and revenues from packaged tours increasing by 632.3% year-over-year. We have achieved our first quarterly operating profit since Tuniu’s listing and our first quarterly net income since the pandemic outbreak." said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. "This demonstrates that as the external environment improves, we have effective strategies in place across our products, services and technology to strengthen Tuniu’s operational and financial performance. We will continue to leverage Tuniu’s core advantages in both the upstream and downstream segments of our industry chain, differentiating ourselves in the market as we continue to create value for our customers and shareholders."
^1^ The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 7.2513 on June 30, 2023 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.
Second Quarter 2023 Results
Net revenues were RMB100.0 million (US$13.8 million) in the second quarter of 2023, representing a year-over-year increase of 170.5% from the corresponding period in 2022. The increase was primarily due to the growth of packaged tours as the travel market recovers.
| · | Revenues from packaged tours were RMB69.8<br>million (US$9.6 million) in the second quarter of 2023, representing a year-over-year increase of 632.3% from the corresponding period<br>in 2022. The increase was primarily due to the growth of organized tours. |
|---|---|
| · | Other revenues were RMB30.2 million (US$4.2<br>million) in the second quarter of 2023, representing a year-over-year increase of 10.0% from the corresponding period in 2022. The increase<br>was primarily due to the increase in service fees received from insurance companies. |
| --- | --- |
Cost of revenues was RMB34.5 million (US$4.8 million) in the second quarter of 2023, representing a year-over-year increase of 69.0% from the corresponding period in 2022. As a percentage of net revenues, cost of revenues was 34.6% in the second quarter of 2023, compared to 55.3% in the corresponding period in 2022.
Gross profit was RMB65.4 million (US$9.0 million) in the second quarter of 2023, representing a year-over-year increase of 296.0% from the corresponding period in 2022.
Operating expenses were RMB58.6 million (US$8.1 million) in the second quarter of 2023, representing a year-over-year decrease of 57.9% from the corresponding period in 2022. The decrease was primarily due to the fact that the Company did not incur gain on disposals of subsidiaries and impairment of goodwill in the second quarter of 2023. Gain on disposals of subsidiaries, which was recorded in other operating income, in the amount of RMB32.8 million and impairment of goodwill in the amount of RMB112.1 million were incurred as operating expenses in the second quarter of 2022.
| · | Research and product development expenseswere RMB13.8 million (US$1.9 million) in the second quarter of 2023, representing a year-over-year decrease of 1.0%. The decrease<br>was primarily due to the decrease in amortization of acquired intangible assets. |
|---|---|
| · | Sales and marketing expenses were RMB24.9<br>million (US$3.4 million) in the second quarter of 2023, representing a year-over-year increase of 1.8%. The increase was primarily due<br>to the increase in promotion expenses. |
| --- | --- |
| · | General and administrative expenses were<br>RMB21.7 million (US$3.0 million) in the second quarter of 2023, representing a year-over-year decrease of 9.0%. The decrease was primarily<br>due to the decrease in general and administrative personnel related expenses. |
| --- | --- |
Income from operations was RMB6.8 million (US$0.9 million) in the second quarter of 2023, compared to a loss from operations of RMB122.9 million in the second quarter of 2022. Non-GAAP income from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB12.1 million (US$1.7 million) in the second quarter of 2023.
Net income was RMB221.0 thousand (US$30.0 thousand) in the second quarter of 2023, compared to a net loss of RMB128.5 million in the second quarter of 2022. Non-GAAP net income, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB5.6 million (US$0.8 million) in the second quarter of 2023.
Net income attributable to ordinary shareholdersof Tuniu Corporation was RMB0.7 million (US$0.1 million) in the second quarter of 2023, compared to a net loss attributable to ordinary shareholders of Tuniu Corporation of RMB126.5 million in the second quarter of 2022. Non-GAAP net income attributable to ordinary shareholdersof Tuniu Corporation, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB6.0 million (US$0.8 million) in the second quarter of 2023.
As of June 30, 2023, the Company had cashand cash equivalents, restricted cash and short-term investments of RMB1.1 billion (US$155.5 million).
Business Outlook
For the third quarter of 2023, Tuniu expects to generate RMB163.5 million to RMB171.3 million of net revenues, which represents a 110% to 120% increase year-over-year compared with net revenues in the corresponding period in 2022. 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 August 17, 2023, (8:00 pm, Beijing/Hong Kong Time, on August 17, 2023) to discuss the second quarter 2023 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 2Q 2023 Earnings Conference Call
A telephone replay will be available one hour after the end of the conference call through August 24, 2023. The dial-in details are as follows:
| US | 1-877-344-7529 |
|---|---|
| International | 1-412-317-0088 |
Replay Access Code: 6774303
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 income/(loss) from operations, net income/(loss), net income/(loss) attributable to ordinary shareholders of Tuniu Corporation, which excludes share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. 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.
This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. Tuniu encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.
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.
For investor and media inquiries, please contact:
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 Balance Sheets
(All amounts in thousands, except per share information)
| December 31, 2022 | June 30, 2023 | June 30, 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | US | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 153,835 | 309,153 | ||||||
| Restricted cash | 44,052 | 31,335 | ||||||
| Short-term investments | 724,413 | 787,348 | ||||||
| Accounts receivable, net | 33,644 | 77,746 | ||||||
| Amounts due from related parties | 1,030 | 2,855 | ||||||
| Prepayments and other current assets | 242,994 | 222,491 | ||||||
| Total current assets | 1,199,968 | 1,430,928 | ||||||
| Non-current assets | ||||||||
| Long-term investments | 230,562 | 230,827 | ||||||
| Property and equipment, net | 85,182 | 79,225 | ||||||
| Intangible assets, net | 30,672 | 28,767 | ||||||
| Land use right, net | 92,590 | 91,559 | ||||||
| Operating lease right-of-use assets, net | 33,204 | 14,905 | ||||||
| Goodwill | 114,661 | 114,661 | ||||||
| Other non-current assets | 91,091 | 73,596 | ||||||
| Total non-current assets | 677,962 | 633,540 | ||||||
| Total assets | 1,877,930 | 2,064,468 | ||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | 7,517 | 7,215 | ||||||
| Accounts and notes payable | 261,873 | 328,760 | ||||||
| Amounts due to related parties | 4,710 | 5,522 | ||||||
| Salary and welfare payable | 26,507 | 24,314 | ||||||
| Taxes payable | 4,047 | 1,737 | ||||||
| Advances from customers | 98,899 | 247,473 | ||||||
| Operating lease liabilities, current | 12,439 | 2,667 | ||||||
| Accrued expenses and other current liabilities | 358,312 | 349,899 | ||||||
| Total current liabilities | 774,304 | 967,587 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, non-current | 26,482 | 10,014 | ||||||
| Deferred tax liabilities | 6,839 | 6,433 | ||||||
| Long-term borrowings | 11,959 | 10,941 | ||||||
| Total non-current liabilities | 45,280 | 27,388 | ||||||
| Total liabilities | 819,584 | 994,975 | ||||||
| Redeemable noncontrolling interests | 27,200 | 27,200 | ||||||
| Equity | ||||||||
| Ordinary shares | 249 | 249 | ||||||
| Less: Treasury stock | (288,600 | ) | (287,548 | ) | ) | |||
| Additional paid-in capital | 9,125,655 | 9,129,654 | ||||||
| Accumulated other comprehensive income | 298,981 | 312,677 | ||||||
| Accumulated deficit | (8,028,261 | ) | (8,034,620 | ) | ) | |||
| Total Tuniu Corporation shareholders’ equity | 1,108,024 | 1,120,412 | ||||||
| Noncontrolling interests | (76,878 | ) | (78,119 | ) | ) | |||
| Total equity | 1,031,146 | 1,042,293 | ||||||
| Total liabilities, redeemable noncontrolling interests and equity | 1,877,930 | 2,064,468 |
All values are in US Dollars.
Tuniu Corporation
Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income
(All amounts in thousands, except per share information)
| Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | March 31, 2023 | June 30, 2023 | June 30, 2023 | ||||||||
| RMB | RMB | RMB | US | ||||||||
| Revenues | |||||||||||
| Packaged tours | 9,531 | 40,130 | 69,793 | ||||||||
| Others | 27,426 | 23,051 | 30,159 | ||||||||
| Net revenues | 36,957 | 63,181 | 99,952 | ||||||||
| Cost of revenues | (20,440 | ) | (24,301 | ) | (34,547 | ) | ) | ||||
| Gross profit | 16,517 | 38,880 | 65,405 | ||||||||
| Operating expenses | |||||||||||
| Research and product development | (13,963 | ) | (14,328 | ) | (13,820 | ) | ) | ||||
| Sales and marketing | (24,474 | ) | (19,987 | ) | (24,906 | ) | ) | ||||
| General and administrative | (23,888 | ) | (22,319 | ) | (21,741 | ) | ) | ||||
| Impairment of goodwill | (112,102 | ) | - | - | |||||||
| Other operating income | 35,059 | 762 | 1,841 | ||||||||
| Total operating expenses | (139,368 | ) | (55,872 | ) | (58,626 | ) | ) | ||||
| (Loss)/income from operations | (122,851 | ) | (16,992 | ) | 6,779 | ||||||
| Other income/(expenses) | |||||||||||
| Interest and investment income, net | 5,206 | 6,321 | 7,122 | ||||||||
| Interest Expense | (582 | ) | (1,149 | ) | (218 | ) | ) | ||||
| Foreign exchange (losses)/gains, net | (11,424 | ) | 3,514 | (15,152 | ) | ) | |||||
| Other income, net | 302 | 1,101 | 1,820 | ||||||||
| (Loss)/income before income tax expense | (129,349 | ) | (7,205 | ) | 351 | ||||||
| Income taxes benefit/(expense) | 21 | 203 | (783 | ) | ) | ||||||
| Equity in income/(loss) of affiliates | 790 | (469 | ) | 653 | |||||||
| Net (loss)/income | (128,538 | ) | (7,471 | ) | 221 | ||||||
| Net loss attributable to noncontrolling interests | (2,019 | ) | (454 | ) | (437 | ) | ) | ||||
| Net (loss)/income attributable to ordinary shareholders of Tuniu Corporation | (126,519 | ) | (7,017 | ) | 658 | ||||||
| Net (loss)/income | (128,538 | ) | (7,471 | ) | 221 | ||||||
| Other comprehensive income/(loss): | |||||||||||
| Foreign currency translation adjustment, net of nil tax | 17,277 | (4,040 | ) | 17,736 | |||||||
| Comprehensive (loss)/income | (111,261 | ) | (11,511 | ) | 17,957 | ||||||
| Net (loss)/income per ordinary share attributable to ordinary shareholders - basic and diluted | (0.34 | ) | (0.02 | ) | - | ||||||
| Net (loss)/income per ADS - basic and diluted* | (1.02 | ) | (0.06 | ) | - | ||||||
| Weighted average number of ordinary shares used in computing basic (loss)/income per share | 371,112,997 | 371,394,686 | 371,418,638 | ||||||||
| Weighted average number of ordinary shares used in computing diluted (loss)/income per share | 371,112,997 | 371,394,686 | 376,427,714 | ||||||||
| Share-based compensation expenses included are as follows： | |||||||||||
| Cost of revenues | 291 | 18 | 54 | ||||||||
| Research and product development | 299 | 18 | 54 | ||||||||
| Sales and marketing | 448 | (16 | ) | 28 | |||||||
| General and administrative | 1,639 | 758 | 4,383 | ||||||||
| Total | 2,677 | 778 | 4,519 |
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 Ended June 30, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share-based | Amortization of acquired | Gain on disposals | Impairment | Non-GAAP | ||||||||
| GAAP Result | Compensation | intangible assets | of subsidiaries | of goodwill | Result | |||||||
| Income from operations | 6,779 | 4,519 | 828 | - | - | 12,126 | ||||||
| Net income | 221 | 4,519 | 828 | - | - | 5,568 | ||||||
| Net income attributable to ordinary shareholders of Tuniu Corporation | 658 | 4,519 | 828 | - | - | 6,005 |
| Quarter Ended March 31, 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share-based | Amortization of acquired | Gain on disposals | Impairment | Non-GAAP | ||||||||||
| GAAP Result | Compensation | intangible assets | of subsidiaries | of goodwill | Result | |||||||||
| Loss from operations | (16,992 | ) | 778 | 828 | - | - | (15,386 | ) | ||||||
| Net loss | (7,471 | ) | 778 | 828 | - | - | (5,865 | ) | ||||||
| Net loss attributable to ordinary shareholders of Tuniu Corporation | (7,017 | ) | 778 | 828 | - | - | (5,411 | ) |
| Quarter Ended June 30, 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share-based | Amortization of acquired | Gain on disposals | Impairment | Non-GAAP | |||||||||||
| GAAP Result | Compensation | intangible assets | of subsidiaries | of goodwill | Result | ||||||||||
| 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 of Tuniu Corporation | (126,519 | ) | 2,677 | 1,939 | (32,786 | ) | 112,102 | (42,587 | ) |