6-K

Tuniu Corp (TOUR)

6-K 2021-11-22 For: 2021-11-22
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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 November 2021

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: November 22, 2021

EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release

Exhibit 99.1


Tuniu Announces Unaudited Third Quarter 2021Financial Results

NANJING, China, November 19, 2021 -- 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, 2021.

"Tuniu’s focus on providing high-quality products and services and a high level of customer satisfaction continues to drive results. The transaction volume of our self-operated local tour products saw double digit year-on-year growth for the quarter even as the recovery of the overall tourism industry experienced setbacks. Looking ahead, we will work to further improve customer experience in order to differentiate ourselves in China’s travel industry." said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. "Reflecting our disciplined approach, Tuniu's operating expenses decreased year-on-year for the third consecutive quarter. We will continue to apply our existing cost control measures to further improve operational efficiency."

Third Quarter 2021 Results

Net revenues were RMB114.6 million (US$17.8 million^[1]^) in the third quarter of 2021, representing a year-over-year decrease of 7.2% from the corresponding period in 2020. The decrease was primarily due to the negative impact brought by the outbreak and spread of COVID-19.

· Revenues from packaged tours were RMB90.7<br>million (US$14.1 million) in the third quarter of 2021, representing a year-over-year increase of 5.0% from the corresponding period in<br>2020. The increase was primarily due to the growth in revenues from self-operated products.
· Other revenues were RMB23.9 million (US$3.7<br>million) in the third quarter of 2021, representing a year-over-year decrease of 35.6% from the corresponding period in 2020. The decrease<br>was primarily due to the decline in commissions received from other travel-related products impacted by the outbreak and spread of COVID-19.
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Cost of revenues was RMB74.9 million (US$11.6 million) in the third quarter of 2021, representing a year-over-year increase of 28.1% from the corresponding period in 2020. As a percentage of net revenues, cost of revenues was 65.3% in the third quarter of 2021, compared to 47.3% in the corresponding period in 2020.

Gross profit was RMB39.7 million (US$6.2 million) in the third quarter of 2021, representing a year-over-year decrease of 38.9% from the corresponding period in 2020.

Operating expenses were RMB96.4 million (US$15.0 million) in the third quarter of 2021, representing a year-over-year decrease of 24.6% from the corresponding period in 2020. Share-based compensation expenses and amortization of acquired intangible assets, which were allocated to operating expenses, were RMB5.5 million (US$0.9 million) in the third quarter of 2021. Non-GAAP^[2]^operating expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets, were RMB90.9 million (US$14.1 million) in the third quarter of 2021, representing a year-over-year decrease of 23.1%.

^1^   The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 6.4434 on September 30, 2021 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 RMB15.6 million (US$2.4 million) in the third quarter of 2021, representing a year-over-year decrease of 2.7%. Non-GAAP researchand product development expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets<br>of RMB1.0 million (US$0.2 million), were RMB14.6 million (US$2.3 million) in the third quarter of 2021, representing a year-over-year<br>decrease of 2.2% from the corresponding period in 2020. The decrease was primarily due to the decrease in amortization of intangible assets.
· Sales and marketing expenses were RMB41.7<br>million (US$6.5 million) in the third quarter of 2021, representing a year-over-year decrease of 16.4%. Non-GAAP sales and marketingexpenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB1.4 million (US$0.2<br>million), were RMB40.3 million (US$6.3 million) in the third quarter of 2021, representing a year-over-year decrease of 7.7% from the<br>corresponding period in 2020. The decrease was primarily due to the decrease in sales and marketing personnel related expenses and amortization<br>of acquired intangible assets.
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· General and administrative expenses were<br>RMB41.2 million (US$6.4 million) in the third quarter of 2021, representing a year-over-year decrease of 40.9%. Non-GAAP general andadministrative expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB3.1<br>million (US$0.5 million), were RMB38.1 million (US$5.9 million) in the third quarter of 2021, representing a year-over-year decrease of<br>43.5% from the corresponding period in 2020. The decrease was primarily due to the decrease in general and administrative personnel related<br>expenses.
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Loss from operations was RMB56.6 million (US$8.8 million) in the third quarter of 2021, compared to a loss from operations of RMB62.8 million in the third quarter of 2020. Non-GAAPloss from operations, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB50.9 million (US$7.9 million) in the third quarter of 2021.

Net loss was RMB36.6 million (US$5.7 million) in the third quarter of 2021, compared to a net loss of RMB62.1 million in the third quarter of 2020. Non-GAAP net loss, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB30.9 million (US$4.8 million) in the third quarter of 2021.

Net loss attributable to ordinary shareholders was RMB35.1 million (US$5.4 million) in the third quarter of 2021, compared to a net loss attributable to ordinary shareholders of RMB56.9 million in the third quarter of 2020. Non-GAAP net loss attributable to ordinary shareholders, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB29.4 million (US$4.6 million) in the third quarter of 2021.

As of September 30, 2021, the Company had cashand cash equivalents, restricted cash and short-term investments of RMB1.0 billion (US$157.9 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.

Business Outlook

For the fourth quarter of 2021, the Company expects to generate RMB53.4 million to RMB65.3 million of net revenues, which represents 45% to 55% 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 November 19, 2021, (9:00 pm, Beijing/Hong Kong Time, on November 19, 2021) to discuss the third quarter 2021 financial results.

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

US: 800-263-0877
Hong<br>Kong: 800-961-105<br>/ +852-3008-1527
Mainland<br>China: 4001-209101
International: +1<br>646-828-8143
Conference<br>ID: Tuniu<br>3Q 2021 Earnings Call

A telephone replay will be available from 11:00 am on November 19, 2021 through 11:00 am on November 26, 2021, U.S. Eastern Time. The dial-in details are as follows:

US: 1-888-203-1112
Hong<br>Kong: +852-5808-3200
Mainland<br>China: 4001-201651
International: +1-719-457-0820
Replay<br>Access Code: 4308160

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, 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, 2020 September 30, 2021 September 30, 2021
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 213,538 356,776
Restricted cash 50,566 26,246
Short-term investments 1,353,670 634,652
Accounts receivable, net 264,134 227,422
Amounts due from related parties 23,913 22,892
Prepayments and<br> other current assets 378,704 417,166
Total current<br> assets 2,284,525 1,685,154
Non-current assets
Long-term investments 266,866 202,727
Property and equipment, net 111,697 105,841
Intangible assets, net 71,362 59,080
Land use right, net 96,713 95,167
Operating lease right-of-use assets,<br> net 42,293 58,585
Goodwill 232,007 232,007
Other non-current<br> assets 91,180 95,969
Total non-current<br> assets 912,118 849,376
Total assets 3,196,643 2,534,530
LIABILITIES, REDEEMABLE NONCONTROLLING<br> INTERESTS AND EQUITY
Current liabilities
Short-term borrowings 60,679 10,604
Accounts and notes payable 705,838 530,032
Amounts due to related parties 21,034 5,034
Salary and welfare payable 47,487 41,415
Taxes payable 6,004 3,945
Advances from customers 208,762 181,961
Operating lease liabilities, current 18,264 18,176
Accrued expenses<br> and other current liabilities 676,501 373,052
Total current<br> liabilities 1,744,569 1,164,219
Non-current liabilities
Operating lease liabilities, non-current 34,367 45,157
Deferred tax liabilities 14,861 13,032
Long-term borrowings 22,577 15,664
Other non-current<br> liabilities 3,054 3,054
Total non-current<br> liabilities 74,859 76,907
Total liabilities 1,819,428 1,241,126
Redeemable noncontrolling interests 27,200 27,200
Equity
Ordinary shares 249 249
Less: Treasury stock (302,916 ) (295,307 ) )
Additional paid-in capital 9,125,689 9,126,145
Accumulated other comprehensive income 275,012 275,955
Accumulated deficit (7,713,355 ) (7,800,983 ) )
Total Tuniu Corporation shareholders’<br> equity 1,384,679 1,306,059
Noncontrolling interests (34,664 ) (39,855 ) )
Total equity 1,350,015 1,266,204
Total liabilities,<br> redeemable noncontrolling interests and equity 3,196,643 2,534,530

All values are in US Dollars.

Tuniu Corporation

Unaudited Condensed Consolidated Statements ofComprehensive Loss

(All amounts in thousands, except per share information)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
September 30, 2020 June 30, 2021 September 30, 2021 September 30, 2021
RMB RMB RMB US
Revenues
Packaged tours 86,413 126,502 90,709
Others 37,132 34,459 23,915
Net revenues 123,545 160,961 114,624
Cost of revenues (58,472 ) (91,975 ) (74,884 ) )
Gross profit 65,073 68,986 39,740
Operating expenses
Research and product development (16,008 ) (13,757 ) (15,580 ) )
Sales and marketing (49,869 ) (44,795 ) (41,668 ) )
General and administrative (69,769 ) (41,541 ) (41,224 ) )
Other operating<br> income 7,803 4,950 2,106
Total operating<br> expenses (127,843 ) (95,143 ) (96,366 ) )
Loss from operations (62,770 ) (26,157 ) (56,626 ) )
Other (expenses)/income
Interest and investment income (7,389 ) 9,095 19,492
Interest expense (6,483 ) (1,944 ) (1,097 ) )
Foreign exchange gains/(losses), net 12,779 4,289 (463 ) )
Other income,<br> net 1,056 664 686
Loss before income tax expense (62,807 ) (14,053 ) (38,008 ) )
Income tax benefit 1,037 134 568
Equity in income of affiliates (286 ) (95 ) 861
Net loss (62,056 ) (14,014 ) (36,579 ) )
Net loss attributable to noncontrolling interests (5,152 ) (949 ) (1,497 ) )
Net income attributable to redeemable<br> noncontrolling interests - - -
Net loss attributable<br> to Tuniu Corporation (56,904 ) (13,065 ) (35,082 ) )
Reversal of redeemable noncontrolling<br> interests - - -
Net loss attributable<br> to ordinary shareholders (56,904 ) (13,065 ) (35,082 ) )
Net loss (62,056 ) (14,014 ) (36,579 ) )
Other comprehensive (loss)/income:
Foreign currency<br> translation adjustment, net of nil tax (11,993 ) (4,389 ) 1,685
Comprehensive<br> loss (74,049 ) (18,403 ) (34,894 ) )
Net loss per ordinary share attributable to ordinary shareholders<br> - basic and diluted (0.15 ) (0.04 ) (0.09 ) )
Net loss per ADS - basic and diluted* (0.45 ) (0.12 ) (0.27 ) )
Weighted average number of ordinary shares used in computing<br> basic and diluted loss per share 370,298,762 370,929,055 370,956,994
Share-based compensation<br> expenses included are as follows:
Cost of revenues 97 44 214
Research and product development 287 76 359
Sales and marketing 132 61 332
General and administrative 1,626 2,928 2,475
Total 2,142 3,109 3,380

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 September 30, 2021
Share-based Amortization of acquired Non-GAAP
GAAP<br> Result Compensation intangible<br> assets 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<br> - 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<br> basic and diluted loss per share 370,956,994 370,956,994
Quarter<br> Ended June 30, 2021
--- --- --- --- --- --- --- --- --- --- ---
Share-based Amortization of acquired Non-GAAP
GAAP<br> Result Compensation intangible<br> assets Result
Cost of revenues (91,975 ) 44 - (91,931 )
Research and product development (13,757 ) 76 782 (12,899 )
Sales and marketing (44,795 ) 61 1,065 (43,669 )
General and administrative (41,541 ) 2,928 681 (37,932 )
Other operating income 4,950 - - 4,950
Total operating expenses (95,143 ) 3,065 2,528 (89,550 )
Loss from operations (26,157 ) 3,109 2,528 (20,520 )
Net loss (14,014 ) 3,109 2,528 (8,377 )
Net loss attributable to ordinary shareholders (13,065 ) 3,109 2,528 (7,428 )
Net loss per ordinary share attributable to ordinary shareholders<br> - basic and diluted (0.04 ) (0.02 )
Net loss per ADS - basic and diluted (0.12 ) (0.06 )
Weighted average number of ordinary shares used in computing<br> basic and diluted loss per share 370,929,055 370,929,055
Quarter<br> Ended September 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
Share-based Amortization of acquired Non-GAAP
GAAP<br> Result Compensation intangible<br> assets Result
Cost of revenues (58,472 ) 97 - (58,375 )
Research and product development (16,008 ) 287 782 (14,939 )
Sales and marketing (49,869 ) 132 6,105 (43,632 )
General and administrative (69,769 ) 1,626 709 (67,434 )
Other operating income 7,803 - - 7,803
Total operating expenses (127,843 ) 2,045 7,596 (118,202 )
Loss from operations (62,770 ) 2,142 7,596 (53,032 )
Net loss (62,056 ) 2,142 7,596 (52,318 )
Net loss attributable to ordinary shareholders (56,904 ) 2,142 7,596 (47,166 )
Net loss per ordinary share attributable to ordinary shareholders<br> - basic and diluted (0.15 ) (0.13 )
Net loss per ADS - basic and diluted (0.45 ) (0.39 )
Weighted average number of ordinary shares used in computing<br> basic and diluted loss per share 370,298,762 370,298,762

*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.