6-K

Tuniu Corp (TOUR)

6-K 2020-12-02 For: 2020-12-02
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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 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: December 2, 2020

EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release

Exhibit 99.1

Tuniu Announces Unaudited Third Quarter2020 Financial Results

NANJING, China, December 1, 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 third quarter ended September 30, 2020.

"In the third quarter, as China’s domestic travel industry further recovered, Tuniu’s revenues continued to improve with declining operating expenses for the third consecutive quarter as our operating cash flow turned positive," said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. "With our strong supply chain advantages, innovative product models and diverse customer acquisition channels, Tuniu is able to offer Chinese travelers highly satisfying and cost-effective products. Looking ahead, we are confident that Tuniu is well positioned to grasp opportunities, expand our core competencies and strengthen our market position."

Third Quarter 2020 Results

Net revenues were RMB123.5 million (US$18.2 million^1^) in the third quarter of 2020, representing a year-over-year decrease of 85.5% from the corresponding period in 2019. The decrease was primarily due to the negative impact brought by the outbreak and spread of COVID-19.

· Revenues from packaged tours were<br>RMB86.4 million (US$12.7 million) in the third quarter of 2020, representing a year-over-year decrease of 88.4% from the corresponding<br>period in 2019. The decrease was primarily due to the decline in travel to international destinations impacted by the outbreak<br>and spread of COVID-19.
· Other revenues were RMB37.1 million<br>(US$5.5 million) in the third quarter of 2020, representing a year-over-year decrease of 64.8% from the corresponding period in<br>2019. The decrease was primarily due to the decline in service fees received from insurance companies and revenues generated from<br>financial services.
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Cost of revenues was RMB58.5 million (US$8.6 million) in the third quarter of 2020, representing a year-over-year decrease of 87.6% from the corresponding period in 2019. As a percentage of net revenues, cost of revenues was 47.3% in the third quarter of 2020, compared to 55.4% in the corresponding period in 2019.

Gross margin was 52.7% in the third quarter of 2020, compared to a gross margin of 44.6% in the third quarter of 2019.

Operating expenses were RMB127.8 million (US$18.8 million) in the third quarter of 2020, representing a year-over-year decrease of 70.8% from the corresponding period in 2019. Share-based compensation expenses and amortization of acquired intangible assets, which were allocated to operating expenses, were RMB9.6 million (US$1.4 million) in the third quarter of 2020. Non-GAAP^2^operating expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets, were RMB118.2 million (US$17.4 million) in the third quarter of 2020, representing a year-over-year decrease of 69.4%.

^1^ The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 6.7896 on September 30, 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^ 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 RMB16.0 million (US$2.4 million) in the third quarter of 2020, representing a year-over-year decrease of 75.1%. Non-GAAPresearch and product development expenses, which excluded share-based compensation expenses and amortization of acquired intangible<br>assets of RMB1.1 million (US$0.2 million), were RMB14.9 million (US$2.2 million) in the third quarter of 2020, representing a year-over-year<br>decrease of 75.8% 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>RMB49.9 million (US$7.3 million) in the third quarter of 2020, representing a year-over-year decrease of 79.2%. Non-GAAP salesand marketing expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of<br>RMB6.2 million (US$0.9 million), were RMB43.6 million (US$6.4 million) in the third quarter of 2020, representing a year-over-year<br>decrease of 78.7% from the corresponding period in 2019. The decrease was primarily due to the decrease in promotion expenses and<br>sales and marketing personnel related expenses.
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· General and administrative expenses<br>were RMB69.8 million (US$10.3 million) in the third quarter of 2020, representing a year-over-year decrease of 49.6%. Non-GAAPgeneral and administrative expenses, which excluded share-based compensation expenses and amortization of acquired intangible<br>assets of RMB2.3 million (US$0.3 million), were RMB67.4 million (US$9.9 million) in the third quarter of 2020, representing a year-over-year<br>decrease of 45.8% from the corresponding period in 2019. The decrease was primarily due to the decrease in general and administrative<br>personnel related expenses.
--- ---

Loss from operations was RMB62.8 million (US$9.2 million) in the third quarter of 2020, compared to a loss from operations of RMB56.9 million in the third quarter of 2019. Non-GAAP loss from operations, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB53.0 million (US$7.8 million) in the third quarter of 2020.

Net loss was RMB62.1 million (US$9.1 million) in the third quarter of 2020, compared to a net loss of RMB12.6 million in the third quarter of 2019. Non-GAAP netloss, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB52.3 million (US$7.7 million) in the third quarter of 2020.

Net loss attributable to ordinary shareholders was RMB56.9 million (US$8.4 million) in the third quarter of 2020, compared to a net loss attributable to ordinary shareholders of RMB13.5 million in the third quarter of 2019. Non-GAAP net loss attributable to ordinary shareholders, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB47.2 million (US$6.9 million) in the third quarter of 2020.

As of September 30, 2020, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB1.6 billion (US$229.2 million). The COVID-19 pandemic has negatively impacted our business operation and cash flows for the third 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 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

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 fourth quarter of 2020, the Company expects to generate RMB112.8 million to RMB135.4 million of net revenues, which represents 70% to 75% 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, 2020, (9:00 pm, Beijing/Hong Kong Time, on December 1, 2020) to discuss the third 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 3Q 2020 Earnings Call

A telephone replay will be available one hour after the end of the conference through December 8, 2020. The dial-in details are as follows:

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

Replay Access Code: 10150213

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 CondensedConsolidated Balance Sheets

(All amounts in thousands, except per share information)

December 31, 2019 September 30, 2020 September 30, 2020
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 295,463 668,419
Restricted cash 327,052 41,057
Short-term investments 1,305,386 846,372
Accounts receivable, net 529,983 312,653
Amounts due from related parties 65,108 50,795
Prepayments and other current assets 1,300,284 824,056
Total current assets 3,823,276 2,743,352
Non-current assets
Long-term investments 1,305,612 464,226
Property and equipment, net 223,340 187,832
Intangible assets, net 166,267 100,632
Land use right, net 98,774 97,228
Operating lease right-of-use assets, net 105,839 39,756
Goodwill 232,007 232,007
Other non-current assets 83,923 48,213
Long-term amounts due from related parties 557,582 554,152
Total non-current assets 2,773,344 1,724,046
Total assets 6,596,620 4,467,398
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings 203,845 20,736
Accounts and notes payable 1,311,963 925,857
Amounts due to related parties 29,755 22,902
Salary and welfare payable 112,511 60,292
Taxes payable 12,207 2,824
Advances from customers 1,113,879 300,022
Operating lease liabilities, current 57,490 24,081
Accrued expenses and other current liabilities 907,119 719,670
Total current liabilities 3,748,769 2,076,384
Non-current liabilities
Operating lease liabilities, non-current 54,718 31,705
Deferred tax liabilities 23,658 21,235
Long-term borrowings 9,689 24,074
Other non-current liabilities 10,947 10,947
Total non-current liabilities 99,012 87,961
Total liabilities 3,847,781 2,164,345
Mezzanine equity
Redeemable noncontrolling interests 37,200 27,261
Shareholders' equity
Ordinary shares 249 249
Less: Treasury stock (310,942 ) (307,290 ) )
Additional paid-in capital 9,113,512 9,119,524
Accumulated other comprehensive income 293,784 289,611
Accumulated deficit* (6,385,974 ) (6,811,458 ) )
Total Tuniu's shareholders' equity 2,710,629 2,290,636
Noncontrolling interests 1,010 (14,844 ) )
Total Shareholders' equity 2,711,639 2,275,792
Total liabilities and shareholders' equity 6,596,620 4,467,398

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 Statements of Comprehensive Loss

(All amounts in thousands, except per share information)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
September 30, 2019 June 30, 2020 September 30, 2020 September 30, 2020
RMB RMB RMB US
Revenues
Packaged tours 747,122 12,563 86,413
Others 105,395 21,461 37,132
Net revenues 852,517 34,024 123,545
Cost of revenues (472,040 ) (26,292 ) (58,472 ) )
Gross profit 380,477 7,732 65,073
Operating expenses
Research and product development (64,310 ) (20,647 ) (16,008 ) )
Sales and marketing (239,973 ) (84,255 ) (49,869 ) )
General and administrative (138,456 ) (60,952 ) (69,769 ) )
Other operating income 5,406 7,774 7,803
Total operating expenses (437,333 ) (158,080 ) (127,843 ) )
Loss from operations (56,856 ) (150,348 ) (62,770 ) )
Other income/(expenses)
Interest and investment income/(loss), net 42,780 7,061 (7,389 ) )
Interest expense (8,900 ) (9,627 ) (6,483 ) )
Foreign exchange (losses)/gains, net (5,190 ) (4,184 ) 12,779
Other income, net 14,847 1,323 1,056
Loss before income tax expense (13,319 ) (155,775 ) (62,807 ) )
Income tax benefit 698 934 1,037
Equity in income/(loss) of affiliates - 215 (286 ) )
Net loss (12,621 ) (154,626 ) (62,056 ) )
Net loss attributable to noncontrolling interests (565 ) (7,073 ) (5,152 ) )
Net (loss)/income attributable to redeemable noncontrolling interests (102 ) 142 -
Net loss attributable to Tuniu Corporation (11,954 ) (147,695 ) (56,904 ) )
(Accretion on)/Reversal of redeemable noncontrolling interests (1,518 ) 81 -
Net loss attributable to ordinary shareholders (13,472 ) (147,614 ) (56,904 ) )
Net loss (12,621 ) (154,626 ) (62,056 ) )
Other comprehensive income/(loss):
Foreign currency translation adjustment, net of nil tax 12,276 (271 ) (11,993 ) )
Comprehensive loss (345 ) (154,897 ) (74,049 ) )
Loss per share
Net loss per ordinary share attributable to ordinary shareholders <br><br>- basic and diluted (0.04 ) (0.40 ) (0.15 ) )
Net loss per ADS - basic and diluted* (0.12 ) (1.20 ) (0.45 ) )
Weighted average number of ordinary shares used in computing<br><br> basic and diluted loss per share 369,559,765 370,145,186 370,298,762
Share-based compensation expenses included are as follows:
Cost of revenues 52 189 97
Research and product development 2,065 832 287
Sales and marketing 119 147 132
General and administrative 13,294 1,759 1,626
Total 15,530 2,927 2,142

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, 2020
GAAP Share-based Amortization of acquired Non-GAAP
Result Compensation intangible 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<br><br> shareholders - 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<br><br> computing basic and diluted loss per share 370,298,762 370,298,762
Quarter Ended June 30, 2020
--- --- --- --- --- --- --- --- --- --- ---
GAAP Share-based Amortization of acquired Non-GAAP
Result Compensation intangible assets Result
Cost of revenues (26,292 ) 189 - (26,103 )
Research and product development (20,647 ) 832 782 (19,033 )
Sales and marketing (84,255 ) 147 14,915 (69,193 )
General and administrative (60,952 ) 1,759 709 (58,484 )
Other operating income 7,774 - - 7,774
Total operating expenses (158,080 ) 2,738 16,406 (138,936 )
Loss from operations (150,348 ) 2,927 16,406 (131,015 )
Net Loss (154,626 ) 2,927 16,406 (135,293 )
Net loss attributable to ordinary shareholders (147,614 ) 2,927 16,406 (128,281 )
Net loss per ordinary share attributable to ordinary<br><br> shareholders - basic and diluted (0.40 ) (0.35 )
Net loss per ADS - basic and diluted (1.20 ) (1.05 )
Weighted average number of ordinary shares used in<br><br> computing basic and diluted loss per share 370,145,186 370,145,186
Quarter Ended September 30, 2019
--- --- --- --- --- --- --- --- --- --- ---
GAAP Share-based Amortization of acquired Non-GAAP
Result Compensation intangible assets Result
Cost of revenues (472,040 ) 52 - (471,988 )
Research and product development (64,310 ) 2,065 513 (61,732 )
Sales and marketing (239,973 ) 119 34,907 (204,947 )
General and administrative (138,456 ) 13,294 705 (124,457 )
Other operating income 5,406 - - 5,406
Total operating expenses (437,333 ) 15,478 36,125 (385,730 )
Loss from operations (56,856 ) 15,530 36,125 (5,201 )
Net (Loss)/Income (12,621 ) 15,530 36,125 39,034
Net (Loss)/Income attributable to ordinary shareholders (13,472 ) 15,530 36,125 38,183
Net (loss)/income per ordinary share attributable to<br> ordinary shareholders(RMB)
-Basic (0.04 ) 0.10
-Diluted (0.04 ) 0.10
Net (loss)/income per ADS (RMB)
-Basic (0.12 ) 0.30
-Diluted (0.12 ) 0.30
Weighted average number of ordinary shares
-Basic 369,559,765 369,559,765
-Diluted 369,559,765 379,770,193

*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.