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 2012
Commission File Number: 001-35147
RENREN INC.
23/F, Jing An Center
8 North Third Ring Road East
Beijing, 100028
People’s Republic of China
+86 (10) 8448-1818
(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.
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Form 20-F x |
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Form 40-F o |
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): o
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): o
SIGNATURE
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.
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Renren Inc. | |
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/s/ Hui Huang |
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Name: |
Hui Huang |
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Title: |
Chief Financial Officer |
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Date: August 8, 2012 |
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Exhibit 99.1
Renren Announces Unaudited Second Quarter 2012 Financial Results
BEIJING, China, August 7, 2012 — Renren Inc. (NYSE: RENN) (“Renren” or the “Company”), a leading real-name social networking internet platform in China, today announced its unaudited financial results for the second quarter ended June 30, 2012.
Second Quarter 2012 Highlights
· Total net revenues were US$44.8 million, a 47.5% increase from the corresponding period in 2011.
· Online game revenues were US$22.5 million, a 122.1% increase from the corresponding period in 2011.
· Gross profit was US$27.9 million, a 13.4% increase from the corresponding period in 2011.
· Operating loss was US$22.2 million, compared to an operating income of US$0.7 million in the corresponding period in 2011.
· Net loss attributable to Renren was US$24.9 million, compared to a net income of US$0.8 million in the corresponding period in 2011.
· Adjusted net loss (1) (non-GAAP) was US$21.8 million, compared to an adjusted net income of US$2.3 million in the corresponding period in 2011.
“We are pleased that our total net revenues this quarter came in above our guidance, supported by strong gaming growth and a better-than-expected performance by our group-buying business - Nuomi. On the other hand, brand advertising remained challenging, due to macro conditions, increased competition and the continued migration of our user traffic from PC to mobile,” commented Joseph Chen, Chairman and Chief Executive Officer.
“Our user base continues to show healthy growth, as total activated users this quarter reached over 162 million compared to 124 million at the end of the second quarter in 2011. Monthly unique log-in users also increased to 45 million in the month of June, representing 31% of year-over-year growth.”
“Looking ahead, our strategy remains focused on mobile opportunities, with increasing effort to experiment different monetization models, including mobile gaming, mobile advertising and mobile commerce through Nuomi.”
“Our investment strategy in building a mobile eco-system around our real-name social networking platform remains on course,” added Hui Huang, Renren’s Chief Financial Officer. “These investments will enable us to capture more growth opportunities as our business continues to evolve around mobile services.”
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(1) |
Adjusted net income (loss) is a non-GAAP measure, which is defined as income (loss) from continuing operations excluding share-based compensation expenses, amortization of intangible assets and impairment of intangible assets. |
Second Quarter 2012 Results
Total net revenues for the second quarter of 2012 were US$44.8 million, representing a 47.5% increase from the corresponding period in 2011.
Online advertising revenues were US$15.1 million, representing a decrease of 10.5% from the corresponding period of 2011. The decrease was due to lower advertising spending by brand advertisers amidst a softer macro-environment, coupled with increased competition and continued migration of Renren’s traffic from PC to mobile. The number of Renren’s activated users however continued to increase from approximately 124 million as of June 30, 2011 to approximately 162 million as of June 30, 2012. Monthly unique log-in users increased from approximately 34 million in June 2011 to approximately 45 million in June 2012.
Internet Value-Added Services (IVAS) revenues were US$29.7 million, representing a 119.9% increase from the corresponding period of 2011. Within IVAS revenues, online game revenues were US$22.5 million for the second quarter of 2012, a 122.1% increase from the corresponding period of 2011. The increase in online game revenues during this quarter was primarily due to the growing popularity of several in-house developed games Renren recently launched. Other IVAS revenues were US$7.2 million for the second quarter of 2012, a 113.2% increase from the corresponding period of 2011. Within other IVAS revenues, Renren’s social commerce service, Nuomi, recorded US$3.6 million of net revenues for the second quarter of 2012.
Cost of revenues was US$16.9 million, a 192.6% increase from the corresponding period of 2011. Cost of revenues for the second quarter of 2012 included US$0.5 million for Nuomi. The increase in cost of revenues for the second quarter was largely due to increased bandwidth investments and increased costs of Renren’s recently launched games.
Operating expenses were US$50.1 million, a 109.3% increase from the corresponding period of 2011. Operating expenses in the second quarter of 2012 included US$10.4 million expenses incurred on Nuomi. Excluding Nuomi, the operating expenses in the second quarter of 2012 would be US$39.7 million, a 116.7% increase from the corresponding period in 2011.
Selling and marketing expenses were US$21.6 million, a 64.1% increase from the corresponding period of 2011, primarily due to the increased investments in Nuomi’s sales force and advertising campaigns, along with increased personnel related expenses and promotions for products on Renren.
Research and development expenses were US$17.8 million, a 131.4% increase from the corresponding period in 2011, primarily due to headcount and personnel related expense increases.
General and administrative expenses were US$10.7 million, a 246.9% increase from the corresponding period in 2011, primarily due to the growth of the company size, business operations and transactional costs associated with M&A activities.
Share-based compensation expense, which were all included in the operating expenses, were US$2.5 million, compared to US$1.4 million in the corresponding period in 2011, due to additional grants issued to directors, executives and employees.
Operating loss was US$22.2 million, compared to an operating income of US$0.7 million in the corresponding period in 2011.
Net loss attributable to Renren Inc. was US$24.9 million, compared to a net income of US$0.8 million in the corresponding period in 2011. Excluding results of operations attributable to Nuomi in both quarters, net loss in the second quarter of 2012 would be US$17.7 million, compared to a net income of US$5.0 million in the corresponding period of 2011.
Adjusted net loss (non-GAAP) was US$21.8 million, compared to adjusted net income of US$2.3 million in the corresponding period in 2011. Excluding results of operations attributable to Nuomi in both quarters, adjusted net loss in the second quarter of 2012 would be US$14.5 million, compared to the adjusted net income of US$6.5 million in the corresponding period in 2011. Adjusted net income (loss) is defined as income (loss) from continuing operations excluding share-based compensation expenses, amortization of intangible assets and impairment of intangible assets.
Share Repurchase Program
On September 29, 2011, the Company announced a share repurchase program to repurchase up to US$150.0 million of its ADSs and shares. During the second quarter of 2012, Renren repurchased approximately 3.0 million ADS’s, bringing the total share repurchased to 10.9 million ADSs as of June 30, 2012.
Business Outlook
The Company expects to generate revenues in an amount ranging from US$49 million to US$51 million in the third quarter of 2012, representing 43% to 49% year-over-year growth. This forecast reflects Renren’s current and preliminary view, which is subject to change.
Conference Call Information
Management will host an earnings conference call at 9:00 p.m. U.S. Eastern Time on Tuesday, August 7, 2012 (Beijing/Hong Kong Time: 9:00 a.m., Wednesday, August 8, 2012).
Interested parties may participate in the conference call by dialing the numbers below and entering passcode 10-15 minutes prior to the initiation of the call.
Dial-in Information:
US: +1 718-354-1231
Hong Kong: +852-2475-0994
China: +86 800-819-0121
International: + 65-6723-9381
Passcode: Renren
A replay of the call will be available for one week and dial-in information is as follows:
International: + 61 2-8235-5000
Passcode: 13421725
This call will be webcast live and the replay will be available on Renren’s corporate web site at http://ir.renren-inc.com for 12 months.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates the leading real name social networking internet platform in China. It enables users to connect and communicate with each other, share information and user generated content, play online games, listen to music, shop for deals and enjoy a wide range of other features and services. Renren’s platform includes the main social networking website Renren.com, the online games center game.Renren.com, the social commerce website Nuomi.com, and the video-sharing website 56.com. Renren’s American depositary shares, each of which represents three Class A ordinary shares, currently trade on NYSE under the symbol “RENN”. Renren had approximately 162 million activated users as of June 30, 2012.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of 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” and similar statements. Among other things, the business outlook for the third quarter of 2012 and quotations from management in this announcement, as well as Renren’s strategic and operational plans, contain forward-looking statements. Renren may also make written or oral forward-looking statements in its filings with the U.S. Securities and Exchange Commission (“SEC”), 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. Statements that are not historical facts, including statements about Renren’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our goals and strategies; our future business development, financial condition and results of operations; the expected growth of the social networking site market in China; our expectations regarding demand for and market acceptance of our services; our expectations regarding the retention and strengthening of our relationships with key advertisers and customers; our plans to enhance user experience, infrastructure and service offerings; competition in our industry in China; and relevant government policies and regulations relating to our industry. Further information regarding these and other risks is included in our annual report on Form 20-F and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and Renren does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About Non-GAAP Financial Measures
To supplement Renren’s consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Renren uses “adjusted net income (loss)” which is defined as “a non-GAAP financial measure” by the SEC, in evaluating its business. We define adjusted net income (loss) as income (loss) from continuing operations excluding share-based compensation expenses, amortization of intangible assets and impairment of intangible assets. We present adjusted net income (loss) because it is used by our management to evaluate our operating performance. We also believe that this non-GAAP financial measure provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.
The presentation of this non-GAAP financial measure is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Reconciliation of non-GAAP results of operations measures to the comparable GAAP financial measures” at the end of this release.
For more information, please contact:
Sam Lawn
Investor Relations Director
Renren Inc.
Tel: (86 10) 8448 1818 ext 1300
Email: ir@renren-inc.com
RENREN INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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(Amounts in US dollars, in thousands, except shares, |
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December 31, |
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June 30, |
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per shares, ADS, and per ADS data) |
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2011 |
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2012 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
284,643 |
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$ |
294,213 |
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Term deposits |
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702,680 |
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551,428 |
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Short-term investments |
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53,393 |
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76,474 |
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Accounts receivable, net |
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14,911 |
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16,757 |
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Prepaid expenses and other current assets |
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59,389 |
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121,444 |
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Amounts due from related parties |
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573 |
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93 |
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Deferred tax assets-current |
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1,381 |
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1,369 |
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Total current assets |
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1,116,970 |
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1,061,778 |
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Non-current assets: |
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|
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Equipment, net |
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22,301 |
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27,971 |
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Intangible assets, net |
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28,086 |
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27,258 |
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Goodwill |
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58,998 |
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58,514 |
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Long-term investments |
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50,300 |
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42,985 |
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Other non-current assets |
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1,353 |
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20,050 |
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Total non-current assets |
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161,038 |
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176,778 |
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TOTAL ASSETS |
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$ |
1,278,008 |
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$ |
1,238,556 |
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LIABIILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
20,381 |
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$ |
28,286 |
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Accrued expenses and other payables |
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31,108 |
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30,322 |
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Amounts due to a related party |
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51 |
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51 |
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Deferred revenue |
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7,441 |
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10,452 |
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Income tax payable |
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1,506 |
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1,972 |
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Total current liabilities |
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60,487 |
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71,083 |
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Non-current liabilities: |
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|
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Deferred tax liabilities-noncurrent |
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6,976 |
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6,657 |
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Total non-current liabilities |
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6,976 |
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6,657 |
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TOTAL LIABILITES |
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67,463 |
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77,740 |
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Commitments |
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Shareholders’ Equity: |
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Class A ordinary shares (US$0.001 par value, 3,000,000,000 shares authorized, 770,912,350 and 762,814,479 issued and outstanding as of December 31, 2011 and June 30, 2012, respectively) |
|
771 |
|
763 |
| ||
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Class B ordinary shares (US$0.001 par value, 500,000,000 shares authorized, 398,763,450 and 401,055,117 issued and outstanding as of December 31, 2011 and June 30, 2012, respectively) |
|
399 |
|
401 |
| ||
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Treasury stocks, at cost |
|
(25,597 |
) |
(46,661 |
) | ||
|
Additional paid-in capital |
|
1,407,059 |
|
1,417,544 |
| ||
|
Statutory reserves |
|
3,507 |
|
3,507 |
| ||
|
Accumulated deficit |
|
(183,228 |
) |
(221,770 |
) | ||
|
Accumulated other comprehensive income |
|
7,334 |
|
7,032 |
| ||
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|
|
|
|
|
| ||
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Total shareholders’ equity |
|
1,210,245 |
|
1,160,816 |
| ||
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|
|
|
|
|
| ||
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Noncontrolling Interests |
|
300 |
|
— |
| ||
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|
|
|
|
|
| ||
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Total equity |
|
1,210,545 |
|
1,160,816 |
| ||
|
|
|
|
|
|
| ||
|
LIABIILITIES AND EQUITY |
|
$ |
1,278,008 |
|
$ |
1,238,556 |
|
RENREN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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For the Three Months Ended |
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(Amounts in US dollars, in thousands, except shares, |
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June 30, |
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March 31, |
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June 30, |
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|
per shares, ADS, and per ADS data) |
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2011 |
|
2012 |
|
2012 |
| |||
|
|
|
|
|
|
|
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| |||
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Net revenues |
|
|
|
|
|
|
| |||
|
Online advertising |
|
$ |
16,874 |
|
$ |
9,330 |
|
$ |
15,096 |
|
|
IVAS |
|
13,521 |
|
22,749 |
|
29,728 |
| |||
|
Total net revenues |
|
30,395 |
|
32,079 |
|
44,824 |
| |||
|
|
|
|
|
|
|
|
| |||
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Cost of revenues |
|
(5,775 |
) |
(12,475 |
) |
(16,899 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Gross profit |
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24,620 |
|
19,604 |
|
27,925 |
| |||
|
|
|
|
|
|
|
|
| |||
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Operating expenses: |
|
|
|
|
|
|
| |||
|
Selling and marketing |
|
(13,150 |
) |
(17,418 |
) |
(21,578 |
) | |||
|
Research and development |
|
(7,704 |
) |
(15,332 |
) |
(17,826 |
) | |||
|
General and administrative |
|
(3,092 |
) |
(7,413 |
) |
(10,726 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Total operating expenses |
|
(23,946 |
) |
(40,163 |
) |
(50,130 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Income (loss) from operations |
|
674 |
|
(20,559 |
) |
(22,205 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Other income |
|
144 |
|
910 |
|
13 |
| |||
|
Exchange gain (loss) on dual currency deposit and offshore bank accounts |
|
— |
|
373 |
|
(3,114 |
) | |||
|
Interest income |
|
739 |
|
5,854 |
|
5,101 |
| |||
|
Realized gain on available-for-sale investments |
|
— |
|
217 |
|
2,460 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Income (loss) before provision of income tax, loss in equity method investment and noncontrolling interests, net of income taxes |
|
1,557 |
|
(13,205 |
) |
(17,745 |
) | |||
|
Income tax expenses |
|
(814 |
) |
(132 |
) |
(177 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Income (loss) before loss in equity method investments and noncontrolling interests, net of income taxes |
|
743 |
|
(13,337 |
) |
(17,922 |
) | |||
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Loss in equity method investments, net of income taxes |
|
— |
|
(279 |
) |
(7,017 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Net income (loss) |
|
743 |
|
(13,616 |
) |
(24,939 |
) | |||
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Add: Net loss attributable to noncontrolling interests, net of income taxes |
|
8 |
|
13 |
|
— |
| |||
|
|
|
|
|
|
|
|
| |||
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Net income (loss) attributable to Renren Inc. |
|
$ |
751 |
|
$ |
(13,603 |
) |
$ |
(24,939 |
) |
|
|
|
|
|
|
|
|
| |||
|
Net income (loss) per share, basic |
|
$ |
0.00 |
|
$ |
(0.01 |
) |
$ |
(0.02 |
) |
|
Net income (loss) per ADS, basic |
|
$ |
0.00 |
|
$ |
(0.03 |
) |
$ |
(0.06 |
) |
|
Net income (loss) per share, diluted |
|
$ |
0.00 |
|
$ |
(0.01 |
) |
$ |
(0.02 |
) |
|
Net income (loss) per ADS, diluted |
|
$ |
0.00 |
|
$ |
(0.03 |
) |
$ |
(0.06 |
) |
|
Shares used in computation, basic |
|
838,350,302 |
|
1,166,834,683 |
|
1,167,959,726 |
| |||
|
ADS used in computation, basic |
|
279,450,101 |
|
388,944,894 |
|
389,319,909 |
| |||
|
Shares used in computation, diluted |
|
905,170,161 |
|
1,166,834,683 |
|
1,167,959,726 |
| |||
|
ADS used in computation, diluted |
|
301,723,387 |
|
388,944,894 |
|
389,319,909 |
| |||
Reconciliation of Non-GAAP results of operations measures to the comparable GAAP financial measures
Adjusted net income (loss)
|
|
|
For the Three Months Ended |
| |||||||
|
|
|
June 30, |
|
March 31, |
|
June 30, |
| |||
|
(Amounts in US dollars, in thousands) |
|
2011 |
|
2012 |
|
2012 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Income (loss) from continuing operations |
|
$ |
743 |
|
$ |
(13,616 |
) |
$ |
(24,939 |
) |
|
Add back: Shared-based compensation expenses |
|
1,390 |
|
1,770 |
|
2,537 |
| |||
|
Add back: Amortization of intangible assets |
|
180 |
|
565 |
|
604 |
| |||
|
Adjusted net income (loss) |
|
$ |
2,313 |
|
$ |
(11,281 |
) |
$ |
(21,798 |
) |