6-K

Tuniu Corp (TOUR)

6-K 2024-12-05 For: 2024-12-05
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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 2024

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 Third Quarter 2024 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 5, 2024

Exhibit 99.1

Tuniu Announces Unaudited Third Quarter 2024Financial Results

NANJING, China, December 5, 2024 - 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, 2024.

"We are pleased to see that Tuniu continued to maintain profitable growth in the third quarter of 2024, reaching our highest quarterly profit since our listing." said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. "This quarter, our core packaged tours business continued its steady growth. In the face of greater and more diversified peak season demand, we expanded our product and destination offerings to provide more varied and personalized services for a wider range of customers. We also closely followed changes in consumer habits and further developed our ‘travel + new media’ marketing model, integrating services with technology to continually enhance user experience to attract more customers. Looking ahead, we remain committed to delivering outstanding customer experiences while striving to promote high-quality development for the company."

Third Quarter 2024 Results

Net revenueswere RMB186.0 million (US$26.5 million^1^) in the third quarter of 2024, representing a year-over-year increase of 4.4% from the corresponding period in 2023.

· Revenues from packaged tours were RMB<br>159.3 million (US$22.7 million) in the third quarter of 2024, representing a year-over-year increase of 6.2% from the corresponding period<br>in 2023. The increase was primarily due to the growth of organized tours.
· Other revenues were RMB26.7 million (US$3.8<br>million) in the third quarter of 2024, representing a year-over-year decrease of 5.1% from the corresponding period in 2023. The decrease<br>was primarily due to the decrease in the fees for advertising services provided to tourism boards and bureaus.
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Cost of revenueswas RMB64.2 million (US$9.2 million) in the third quarter of 2024, representing a year-over-year increase of 1.2% from the corresponding period in 2023. As a percentage of net revenues, cost of revenues was 34.5% in the third quarter of 2024, compared to 35.6% in the corresponding period in 2023.

Gross profitwas RMB121.8 million (US$17.4 million) in the third quarter of 2024, representing a year-over-year increase of 6.1% from the corresponding period in 2023.

^1^The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 7.0176 on September 30, 2024 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.

Operating expenses were RMB92.6 million (US$13.2 million) in the third quarter of 2024, representing a year-over-year increase of 11.5% from the corresponding period in 2023.

· Research and product development expenseswere RMB13.6 million (US$1.9 million) in the third quarter of 2024, representing a year-over-year decrease of 25.9%. The decrease<br>was primarily due to the decrease in research and product development personnel related expenses. Research and product development expenses<br>as a percentage of net revenues were 7.3% in the third quarter of 2024, decreasing from 10.3% as a percentage of net revenues in the corresponding<br>period in 2023.
· Sales and marketing expenses were RMB60.6<br>million (US$8.6 million) in the third quarter of 2024, representing a year-over-year increase of 53.0%. The increase was primarily due<br>to the increase in promotion expenses. Sales and marketing expenses as a percentage of net revenues were 32.6% in the third quarter of<br>2024, increasing from 22.2% as a percentage of net revenues in the corresponding period in 2023.
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· General and administrative expenses were<br>RMB18.6 million (US$2.7 million) in the third quarter of 2024, representing a year-over-year decrease of 31.3%. The decrease was primarily<br>due to the reversal of allowance for doubtful accounts. General and administrative expenses as a percentage of net revenues were 10.0%<br>in the third quarter of 2024, decreasing from 15.2% as a percentage of net revenues in the corresponding period in 2023.
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Income from operations was RMB29.2 million (US$4.2 million) in the third quarter of 2024, compared to an income from operations of RMB31.7 million in the third quarter of 2023. Non-GAAP^2^ income from operations, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB31.3 million (US$4.5 million) in the third quarter of 2024.

Net income was RMB43.9 million (US$6.3 million) in the third quarter of 2024, compared to a net income of RMB39.1 million in the third quarter of 2023. Non-GAAP net income, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB46.0 million (US$6.6 million) in the third quarter of 2024.

Net income attributableto ordinary shareholders of Tuniu Corporation was RMB44.4 million (US$6.3 million) in the third quarter of 2024, compared to a net income attributable to ordinary shareholders of Tuniu Corporation of RMB39.4 million in the third quarter of 2023. Non-GAAP netincome attributable to ordinary shareholders of Tuniu Corporation, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB46.6 million (US$6.6 million) in the third quarter of 2024.

As of September 30, 2024, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB1.3 billion (US$185.8 million).

^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.

Business Outlook

For the fourth quarter of 2024, Tuniu expects to generate RMB100.0 million to RMB105.0 million of net revenues, which represents a 0% to 5% increase year-over-year compared with net revenues in the corresponding period in 2023. This forecast reflects Tuniu's current and preliminary view on the industry and its operations, which is subject to change.

Share Repurchase Update

In March 2024, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to US$10 million worth of its ordinary shares or American depositary shares representing ordinary shares. As of November 30, 2024, the Company had repurchased an aggregate of approximately 6.2 million ADSs for approximately US$5.6 million from the open market under the share repurchase program.

Conference Call Information

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time, on December 5, 2024, (9:00 pm, Beijing/Hong Kong Time, on December 5, 2024) to discuss the third quarter 2024 financial results.

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

United States 1-888-346-8982
Hong Kong 852-301-84992
Mainland China 4001-201203
International 1-412-902-4272

Conference ID: Tuniu 3Q 2024 Earnings Conference Call

A telephone replay will be available one hour after the end of the conference call through December 12, 2024. The dial-in details are as follows:

United States 1-877-344-7529
International 1-412-317-0088

Replay Access Code: 6264965

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; Tuniu’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; government policies and regulations relating to Tuniu’s structure, business and industry; the impact of health epidemics 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 from operations, net income, net income attributable to ordinary shareholders of Tuniu Corporation, which excludes share-based compensation expenses, amortization of acquired intangible assets and net gain on disposals of subsidiaries. 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, 2023 September 30, 2024 September 30, 2024
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 378,989 401,925
Restricted cash 65,902 24,946
Short-term investments 777,890 877,088
Accounts receivable, net 41,633 61,616
Amounts due from related parties 9,515 221
Prepayments and other current assets 234,189 224,144
Total current assets 1,508,118 1,589,940
Non-current assets
Long-term investments 209,819 210,991
Property and equipment, net 57,479 53,408
Intangible assets, net 26,091 23,154
Land use right, net 90,529 88,983
Operating lease right-of-use assets, net 12,484 9,892
Other non-current assets 55,960 30,548
Total non-current assets 452,362 416,976
Total assets 1,960,480 2,006,916
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Short-term borrowings 7,277 35
Accounts and notes payable 317,104 397,331
Amounts due to related parties 6,405 8,723
Salary and welfare payable 21,401 20,778
Taxes payable 4,305 2,265
Advances from customers 270,197 178,258
Operating lease liabilities, current 2,709 3,117
Accrued expenses and other current liabilities 329,481 323,590
Total current liabilities 958,879 934,097
Non-current liabilities
Operating lease liabilities, non-current 5,348 3,465
Deferred tax liabilities 6,027 5,338
Long-term borrowings 10,395 -
Total non-current liabilities 21,770 8,803
Total liabilities 980,649 942,900
Redeemable noncontrolling interests 27,200 27,200
Equity
Ordinary shares 249 249
Less: Treasury stock (285,983 ) (316,943 ) )
Additional paid-in capital 9,138,720 9,145,624
Accumulated other comprehensive income 305,416 304,892
Accumulated deficit (8,127,552 ) (8,026,171 ) )
Total Tuniu Corporation shareholders’ equity 1,030,850 1,107,651
Noncontrolling interests (78,219 ) (70,835 ) )
Total equity 952,631 1,036,816
Total liabilities, redeemable noncontrolling interests and equity 1,960,480 2,006,916

All values are in US Dollars.

Tuniu Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(Allamounts in thousands, except per share information)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
September 30, 2023 June 30, 2024 September 30, 2024 September 30, 2024
RMB RMB RMB US
Revenues
Packaged tours 150,052 89,782 159,289
Others 28,139 27,155 26,706
Net revenues 178,191 116,937 185,995
Cost of revenues (63,424 ) (32,530 ) (64,212 ) )
Gross profit 114,767 84,407 121,783
Operating expenses
Research and product development (18,400 ) (12,693 ) (13,640 ) )
Sales and marketing (39,583 ) (40,222 ) (60,578 ) )
General and administrative (27,089 ) (21,737 ) (18,600 ) )
Other operating income 2,005 24,735 202
Total operating expenses (83,067 ) (49,917 ) (92,616 ) )
Income from operations 31,700 34,490 29,167
Other income/(expenses)
Interest and investment income, net 7,397 8,221 7,213
Interest expense (1,102 ) (1,230 ) (865 ) )
Foreign exchange gains/(losses), net 1,983 (1,282 ) 1,115
Other income, net 1,687 1,822 6,931
Income before income tax expense 41,665 42,021 43,561
Income tax loss (964 ) (459 ) (159 ) )
Equity in (loss)/income of affiliates (1,630 ) 1,438 464
Net income 39,071 43,000 43,866
Net loss attributable to noncontrolling<br> interests (332 ) (22 ) (582 ) )
Net income attributable to ordinary shareholders of Tuniu Corporation 39,403 43,022 44,448
Net income 39,071 43,000 43,866
Other comprehensive (loss)/income:
Foreign currency translation adjustment, net of nil tax (1,413 ) 4,301 (6,859 ) )
Comprehensive income 37,658 47,301 37,007
Net income per ordinary share attributable to ordinary shareholders - basic and diluted 0.11 0.12 0.12
Net income per ADS - basic and diluted* 0.33 0.36 0.36
Weighted average number of ordinary shares used in computing basic income per share 371,473,030 363,061,543 357,427,106
Weighted average number of ordinary shares used in computing diluted income per share 374,615,685 365,317,172 359,607,726
Share-based compensation expenses included are as follows:
Cost of revenues 79 65 65
Research and product development 79 65 65
Sales and marketing 43 31 32
General and administrative 5,356 1,429 1,246
Total 5,557 1,590 1,408

All values are in US Dollars.

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

Reconciliations  of GAAP and Non-GAAP Results

(Allamounts in thousands, except per share information)

Quarter<br> Ended September 30, 2024
Share-based Amortization<br> of acquired Net<br> gain on Non-GAAP
GAAP<br> Result Compensation intangible<br> assets disposals<br> of subsidiaries Result
Income from operations 29,167 1,408 764 - 31,339
Net income 43,866 1,408 764 - 46,038
Net income attributable to ordinary<br> shareholders 44,448 1,408 764 - 46,620
Quarter<br> Ended June 30, 2024
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Share-based Amortization<br> of acquired Net<br> gain on Non-GAAP
GAAP<br> Result Compensation intangible<br> assets disposals<br> of subsidiaries Result
Income from operations 34,490 1,590 828 (24,618 ) 12,290
Net income 43,000 1,590 828 (24,618 ) 20,800
Net income attributable to ordinary<br> shareholders 43,022 1,590 828 (24,618 ) 20,822
Quarter<br> Ended September 30, 2023
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Share-based Amortization<br> of acquired Net<br> gain on Non-GAAP
GAAP<br> Result Compensation intangible<br> assets disposals<br> of subsidiaries Result
Income from operations 31,700 5,557 828 - 38,085
Net income 39,071 5,557 828 - 45,456
Net income attributable to ordinary<br> shareholders 39,403 5,557 828 - 45,788