6-K

Tuniu Corp (TOUR)

6-K 2022-09-01 For: 2022-09-01
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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 September 2022

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): ¨


EXHIBIT INDEX


Exhibit No. Description
99.1 Press Release

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: September 1, 2022

Exhibit 99.1

Tuniu Announces Unaudited Second Quarter 2022Financial Results

NANJING, China, September 1, 2022 -- 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, 2022.

“In the second quarter, despite the impact on the tourism industry by the most severe resurgence of COVID-19 since the initial outbreak, enthusiasm for travel among the public remained high due to better outbreak control while the industry showed signs of recovery,” said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. “During the quarter, Tuniu continued to focus on providing high-quality products and services as we explore new product areas while consolidating the strengths and market leadership of our packaged tours. We have steadfastly adhered to our ‘customer first’ principle, focusing on satisfying customer demands and providing the best possible travel experience. Operationally, we continued to optimize our internal management and implement control measures to further lower costs and improve efficiency. We remain confident in the tourism industry’s strengths and potential for long-term development and we will keep moving forward despite the challenges we may face on the road to recovery.”

Second Quarter 2022 Results

Net revenues were RMB37.0 million (US$5.5 million^1^) in the second quarter of 2022, representing a year-over-year decrease of 77.0% from the corresponding period in 2021. The decrease was primarily due to the negative impact brought by the resurgence and spread of COVID-19.

· Revenues from packaged tours were RMB9.5<br>million (US$1.4 million) in the second quarter of 2022, representing a year-over-year decrease of 92.5% from the corresponding period<br>in 2021. The decrease was primarily due to the resurgence of COVID-19 in certain regions in China.
· Other revenues were RMB27.4 million (US$4.1<br>million) in the second quarter of 2022, representing a year-over-year decrease of 20.4% from the corresponding period in 2021. The decrease<br>was primarily due to the decrease in the fees for advertising services provided to tourism boards and bureaus and commission fees received<br>from other travel-related products.
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Cost of revenues was RMB20.4 million (US$3.1 million) in the second quarter of 2022, representing a year-over-year decrease of 77.8% from the corresponding period in 2021. As a percentage of net revenues, cost of revenues was 55.3% in the second quarter of 2022, compared to 57.1% in the corresponding period in 2021.

^1^ The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB 6.6981 on June 30, 2022 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.

Gross margin was 44.7% in the second quarter of 2022, compared to a gross margin of 42.9% in the second quarter of 2021.

Operating expenses were RMB139.4 million (US$20.8 million) in the second quarter of 2022, representing a year-over-year increase of 46.5% from the corresponding period in 2021. Share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment ofgoodwill, which were allocated to operating expenses, were RMB83.6 million (US$12.5 million) in the second quarter of 2022. Among it, gain on disposals of subsidiaries, which was recorded in other operating income, was RMB32.8 million (US$4.9 million). Impairmentof goodwill, which was recorded due to the severer adverse impact of COVID-19 on the Company’s business in this quarter with potential continuous impact in subsequent periods, was RMB112.1 million (US$16.7 million). Non-GAAP^2^ operating expenses, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill were RMB55.7 million (US$8.3 million) in the second quarter of 2022, representing a year-over-year decrease of 37.8%.

· Research and product development expenseswere RMB14.0 million (US$2.1 million) in the second quarter of 2022, representing a year-over-year increase of 1.5%. Non-GAAP researchand product development expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets<br>of RMB0.8 million (US$0.1 million), were RMB13.1 million (US$2.0 million) in the second quarter of 2022, representing a year-over-year<br>increase of 1.8% from the corresponding period in 2021. The increase was primarily due to the increase in research and product development<br>personnel related expenses.
· Sales and marketing expenses were RMB24.5<br>million (US$3.7 million) in the second quarter of 2022, representing a year-over-year decrease of 45.4%. Non-GAAP sales and marketingexpenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB1.2 million (US$0.2<br>million), were RMB23.3 million (US$3.5 million) in the second quarter of 2022, representing a year-over-year decrease of 46.7% from the<br>corresponding period in 2021. The decrease was primarily due to the decrease in promotion expenses and sales and marketing personnel related<br>expenses.
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· General and administrative expenses were<br>RMB23.9 million (US$3.6 million) in the second quarter of 2022, representing a year-over-year decrease of 42.5%. Non-GAAP general andadministrative expenses, which excluded share-based compensation expenses and amortization of acquired intangible assets of RMB2.3<br>million (US$0.3 million), were RMB21.6 million (US$3.2 million) in the second quarter of 2022, representing a year-over-year decrease<br>of 43.0% from the corresponding period in 2021. The decrease was primarily due to the decrease in general and administrative personnel<br>related expenses and the reversal of allowance for doubtful accounts.
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^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.

Loss from operations was RMB122.9 million (US$18.3 million) in the second quarter of 2022, compared to a loss from operations of RMB26.2 million in the second quarter of 2021. Non-GAAP loss from operations, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB38.9 million (US$5.8 million) in the second quarter of 2022.

Net loss was RMB128.5 million (US$19.2 million) in the second quarter of 2022, compared to a net loss of RMB14.0 million in the second quarter of 2021. Non-GAAP net loss, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB44.6 million (US$6.7 million) in the second quarter of 2022.

Net loss attributable to ordinary shareholders was RMB126.5 million (US$18.9 million) in the second quarter of 2022, compared to a net loss attributable to ordinary shareholders of RMB13.1 million in the second quarter of 2021. Non-GAAP net loss attributable to ordinary shareholders, which excluded share-based compensation expenses, amortization of acquired intangible assets, gain on disposals of subsidiaries and impairment of goodwill, was RMB42.6 million (US$6.4 million) in the second quarter of 2022.

As of June 30, 2022, the Company had cash andcash equivalents, restricted cash and short-term investments of RMB1.0 billion (US$151.9 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 third quarter of 2022, the Company expects to generate RMB74.5 million to RMB80.2 million of net revenues, which represents a 30% to 35% 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 September 1, 2022, (8:00 pm, Beijing/Hong Kong Time, on September 1, 2022) to discuss the second quarter 2022 financial results.

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

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

Conference ID: Tuniu 2Q 2022 Earnings Call

A telephone replay will be available one hour after the end of the conference call through September 8, 2022. The dial-in details are as follows:

U.S.: +1-877-344-7529
International: +1-412-317-0088

Replay Access Code: 6348916

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, impairment of goodwill, 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, gain on disposals of subsidiaries and impairment of goodwill. 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, gain on disposals of subsidiaries and impairment of goodwill is that share-based compensation expenses and amortization 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, 2021 June 30, 2022 June 30, 2022
RMB RMB US
ASSETS
Current assets
Cash and cash equivalents 349,077 297,381
Restricted cash 46,521 33,279
Short-term investments 615,901 686,452
Accounts receivable, net 111,941 105,790
Amounts due from related parties 14,969 14,490
Prepayments and other current assets 337,033 283,813
Total current assets 1,475,442 1,421,205
Non-current assets
Long-term investments 201,947 226,495
Property and equipment, net 98,159 90,589
Intangible assets, net 55,376 44,545
Land use right, net 94,652 93,621
Operating lease right-of-use assets, net 48,115 35,757
Goodwill 232,007 117,470
Other non-current assets 92,111 87,975
Total non-current assets 822,367 696,452
Total assets 2,297,809 2,117,657
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities
Short-term borrowings 9,981 8,600
Accounts and notes payable 383,626 386,560
Amounts due to related parties 4,679 3,773
Salary and welfare payable 33,761 34,665
Taxes payable 8,004 3,669
Advances from customers 139,777 128,589
Operating lease liabilities, current 16,556 14,745
Accrued expenses and other current liabilities 382,629 393,940
Total current liabilities 979,013 974,541
Non-current liabilities
Operating lease liabilities, non-current 38,832 30,141
Deferred tax liabilities 12,479 10,020
Long-term borrowings 14,344 10,059
Total non-current liabilities 65,655 50,220
Total liabilities 1,044,668 1,024,761
Redeemable noncontrolling interests 27,200 27,200
Equity
Ordinary shares 249 249
Less: Treasury stock (293,795 ) (292,028 ) )
Additional paid-in capital 9,125,748 9,127,634
Accumulated other comprehensive income 271,821 288,968
Accumulated deficit (7,834,879 ) (8,001,831 ) )
Total Tuniu Corporation shareholders’ equity 1,269,144 1,122,992
Noncontrolling interests (43,203 ) (57,296 ) )
Total equity 1,225,941 1,065,696
Total liabilities, redeemable noncontrolling interests and equity 2,297,809 2,117,657

All values are in US Dollars.

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
June 30, 2021 March 31, 2022 June 30, 2022 June 30, 2022
RMB RMB RMB US
Revenues
Packaged tours 126,502 14,375 9,531
Others 34,459 27,104 27,426
Net revenues 160,961 41,479 36,957
Cost of revenues (91,975 ) (25,666 ) (20,440 ) )
Gross profit 68,986 15,813 16,517
Operating expenses
Research and product development (13,757 ) (16,185 ) (13,963 ) )
Sales and marketing (44,795 ) (29,783 ) (24,474 ) )
General and administrative (41,541 ) (27,658 ) (23,888 ) )
Impairment of goodwill - - (112,102 ) )
Other operating income 4,950 5,000 35,059
Total operating expenses (95,143 ) (68,626 ) (139,368 ) )
Loss from operations (26,157 ) (52,813 ) (122,851 ) )
Other (expenses)/income
Interest and investment income 9,095 11,524 5,206
Interest expense (1,944 ) (1,950 ) (582 ) )
Foreign exchange gains/(losses), net 4,289 129 (11,424 ) )
Other income, net 664 659 302
Loss before income tax expense (14,053 ) (42,451 ) (129,349 ) )
Income tax benefit 134 553 21
Equity in (loss)/income of affiliates (95 ) 242 790
Net loss (14,014 ) (41,656 ) (128,538 ) )
Net loss attributable to noncontrolling interests (949 ) (1,223 ) (2,019 ) )
Net loss attributable to Tuniu Corporation (13,065 ) (40,433 ) (126,519 ) )
Net loss attributable to ordinary shareholders (13,065 ) (40,433 ) (126,519 ) )
Net loss (14,014 ) (41,656 ) (128,538 ) )
Other comprehensive (loss)/income:
Foreign currency translation adjustment, net of nil tax (4,389 ) (130 ) 17,277
Comprehensive loss (18,403 ) (41,786 ) (111,261 ) )
Net loss per ordinary share attributable to ordinary shareholders - basic and diluted (0.04 ) (0.11 ) (0.34 ) )
Net loss per ADS - basic and diluted* (0.12 ) (0.33 ) (1.02 ) )
Weighted average number of ordinary shares used in computing basic and diluted loss per share 370,929,055 371,079,992 371,112,997
Share-based compensation expenses included are as follows:
Cost of revenues 44 77 291
Research and product development 76 243 299
Sales and marketing 61 121 448
General and administrative 2,928 534 1,639
Total 3,109 975 2,677

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 June 30, 2022
Share-based Amortization<br> of acquired Gain on disposals Impairment Non-GAAP
GAAP<br> Result Compensation intangible<br> assets of<br> subsidiaries of<br> goodwill Result
Cost of revenues (20,440 ) 291 - - - (20,149 )
Research and product development (13,963 ) 299 534 - - (13,130 )
Sales and marketing (24,474 ) 448 770 - - (23,256 )
General and administrative (23,888 ) 1,639 635 - - (21,614 )
Impairment of goodwill (112,102 ) - - - 112,102 -
Other operating<br> income 35,059 - - (32,786 ) - 2,273
Total<br> operating expenses (139,368 ) 2,386 1,939 (32,786 ) 112,102 (55,727 )
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<br> shareholders (126,519 ) 2,677 1,939 (32,786 ) 112,102 (42,587 )
Net loss per ordinary share attributable<br> to ordinary shareholders - basic and diluted (0.34 ) (0.11 )
Net loss per ADS - basic and<br> diluted (1.02 ) (0.33 )
Weighted average number of ordinary<br> shares used in computing basic and diluted loss per share 371,112,997 371,112,997
Quarter<br> Ended March 31, 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Share-based Amortization<br> of acquired Gain<br> on disposals Impairment Non-GAAP
GAAP<br> Result Compensation intangible<br> assets of<br> subsidiaries of<br> goodwill Result
Cost of revenues (25,666 ) 77 - - - (25,589 )
Research and product development (16,185 ) 243 534 - - (15,408 )
Sales and marketing (29,783 ) 121 1,065 - - (28,597 )
General and administrative (27,658 ) 534 637 - - (26,487 )
Other operating<br> income 5,000 - - - - 5,000
Total<br> operating expenses (68,626 ) 898 2,236 - - (65,492 )
Loss from operations (52,813 ) 975 2,236 - - (49,602 )
Net loss (41,656 ) 975 2,236 - - (38,445 )
Net loss attributable to ordinary<br> shareholders (40,433 ) 975 2,236 - - (37,222 )
Net loss per ordinary share attributable<br> to ordinary shareholders - basic and diluted (0.11 ) (0.10 )
Net loss per ADS - basic and<br> diluted (0.33 ) (0.30 )
Weighted average number of ordinary<br> shares used in computing basic and diluted loss per share 371,079,992 371,079,992
Quarter<br> Ended June 30, 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Share-based Amortization<br> of acquired Gain on disposals Impairment Non-GAAP
GAAP<br> Result Compensation intangible<br> assets of<br> subsidiaries of<br> goodwill 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<br> income 4,950 - - - - 4,950
Total<br> 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<br> shareholders (13,065 ) 3,109 2,528 - - (7,428 )
Net loss per ordinary share attributable<br> to ordinary shareholders - basic and diluted (0.04 ) (0.02 )
Net loss per ADS - basic and<br> diluted (0.12 ) (0.06 )
Weighted average number of ordinary<br> shares used in computing basic and diluted loss per share 370,929,055 370,929,055

*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.