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 May 2014

 


 

Commission File Number: 001-35147

 


 

RENREN INC.

 

1/F, North Wing

18 Jiuxianqiao Middle Road

Chaoyang District, Beijing, 100016

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.

 

Form 20-F     x         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.

 

 

Renren Inc.

 

 

 

 

 

 

/s/ Hui Huang

 

Name:

Hui Huang

 

Title:

Chief Financial Officer

 

 

 

 

Date: May 22, 2014

 

 

2



 

Exhibit Index

 

Exhibit 99.1—Press release

 

3


Exhibit 99.1

 

Renren Announces Unaudited First Quarter 2014 Financial Results

 

BEIJING, China, May 21, 2014 — 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 first quarter ended March 31, 2014.

 

First Quarter 2014 Highlights

 

·                  Total net revenues were US$24.9 million, a 39.9% decrease from the corresponding period in 2013.

 

·                  Renren net revenues were US$12.2 million, a 17.3% decrease from the corresponding period in 2013.

·                  Games net revenues were US$12.7 million, a 52.5% decrease from the corresponding period in 2013.

 

·                  Gross profit was US$8.7 million, a 65.2% decrease from the corresponding period in 2013.

 

·                      Operating loss was US$29.2 million, compared to an operating loss of US$20.4 million in the corresponding period in 2013.

 

·                      Net income attributable to the Company was US$32.3 million, compared to a net loss of US$3.1 million in the corresponding period in 2013.

 

·                      Adjusted net income (1) (non-GAAP) was US$36.1 million, compared to an adjusted net income of US$0.5 million in the corresponding period in 2013.

 

“First quarter revenues, as expected, remained under pressure from the challenges in advertising and gaming that we have faced for some quarters.  On the positive side, the portion of advertising from mobile is growing and the interest from brand advertisers for the young target demographic that Renren serves is notably increasing. Meanwhile, we are pleased to see strong growth in the amount of UGC videos uploaded to our on-line video site, 56.com, along with its increasing traffic”, commented Joseph Chen, Chairman and Chief Executive Officer. “We remain committed in building and realizing long-term value for our shareholders.”

 

First Quarter 2014 Results

 

Total net revenues for the first quarter of 2014 were US$24.9 million, representing a 39.9% decrease from the corresponding period in 2013.

 

Renren net revenues were US$12.2 million, representing a 17.3% decrease from the corresponding period of 2013. Within Renren net revenues, online advertising revenues were US$7.8 million for the first quarter of 2014, a 19.2% decrease from the corresponding period of 2013. The decrease was due to increasing competition and traffic migration to mobile. Internet Value-Added Services (IVAS) revenues were US$4.4 million, representing a 13.6% decrease from the corresponding period in 2013. The number of accumulated activated users on renren.com increased from approximately 184 million as of March 31, 2013 to approximately 210 million as of March 31, 2014. Monthly unique log-in users in March 2014 was approximately 51 million, compared to approximately 57 million in March 2013 and approximately 45 million in December 2013.

 

Games net revenues were US$12.7 million for the first quarter of 2014, a 52.5% decrease from the corresponding period of 2013.  The decrease was due to previously launched games having reached mature stages and the earlier disclosed delay of new games release.

 


(1)    Adjusted net income (loss) is a non-GAAP measure, which is defined as net income (loss) excluding share-based compensation expenses, amortization of intangible assets and impairment of intangible assets.

 



 

Cost of revenues was US$16.2 million, a 1.0% decrease from the corresponding period of 2013.

 

Operating expenses were US$38.0 million, a 16.7% decrease from the corresponding period of 2013.

 

Selling and marketing expenses were US$10.8 million, a 16.0% decrease from the corresponding period of 2013. The decrease was primarily due to the decreased marketing related expenses and promotions for online games.

 

Research and development expenses were US$15.7 million, a 30.5% decrease from the corresponding period in 2013. The decrease was primarily due to headcount reduction and decrease in personnel related expenses.

 

General and administrative expenses were US$11.4 million, a 12.1% increase from the corresponding period in 2013.  The increase was primarily due to the increase in office rents and share-based-compensation expenses.

 

Share-based compensation expenses, which were all included in operating expenses, were US$3.4 million, compared to US$3.2 million in the corresponding period in 2013.

 

Operating loss was US$29.2 million, compared to an operating loss of US$20.4 million in the corresponding period in 2013.

 

Realized gain on short-term investments was US$27.1 million, compared to US$15.1 million in the corresponding period in 2013. The gain was primarily derived from the sale of marketable securities.

 

Gain on disposal of equity method investment, net of income taxes was US$57.1 million, due solely to the one-time gain from the disposal of our remaining equity interest in Nuomi.

 

Net income attributable to the Company was US$32.3 million, compared to a net loss of US$3.1 million in the corresponding period in 2013. This was primarily due to the US$57.1 million gain on the disposal of equity method investment.

 

Adjusted net income (non-GAAP) was US$36.1 million, compared to an adjusted net income of US$0.5 million in the corresponding period in 2013. The increase was primarily due to the US$57.1 million gain on the disposal of equity method investment. Adjusted net income (loss) is defined as net income (loss) excluding share-based compensation expenses, amortization of intangible assets and impairment of intangible assets.

 

Share Repurchase Program Update and Extension

 

As of May 20, 2014, Renren had repurchased approximately 22.4 million ADSs under the current repurchase program for a total consideration of US$68.4 million.  The current share repurchase program will expire on June 27, 2014.  Our board has recently authorized another share repurchase program of US$100 million for one year effective from June 28, 2014.

 

Business Outlook

 

The Company expects to generate revenues in an amount ranging from US$21 million to US$23 million in the second quarter of 2014, representing a 47.1% to 51.7% year-over-year decline. 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. Eastern Time on Wednesday, May 21, 2014 (Beijing/Hong Kong Time: 9:00 a.m., Thursday, May 22, 2014).

 

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: +1 845-675-0437
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 2-8199-0299
Passcode: 45186498

 

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 a 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, watch videos and enjoy a wide range of other features and services. Renren’s businesses primarily include the main social networking website renren.com, the game development and operating platform Renren Games, and the user-generated content focused video sharing website 56.com. Renren.com had approximately 210 million activated users as of March 31, 2014. Renren’s American depositary shares, each of which represents three Class A ordinary shares, trade on NYSE under the symbol “RENN”.

 

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 second quarter of 2014 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 and in the attachments 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 net income (loss) 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:

 

Cynthia Liu

Investor Relations

Renren Inc.

Tel: (86 10) 8448 1818 ext 1300

Email: ir@renren-inc.com

 



 

RENREN INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(Amounts in US dollars, in thousands, except shares, per shares,
ADS, and per ADS data)

 

December 31,
 2013

 

March 31,
 2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

154,308

 

$

242,619

 

Term deposits

 

492,699

 

339,478

 

Short-term investments

 

301,995

 

403,225

 

Accounts and notes receivable, net

 

15,958

 

11,425

 

Prepaid expenses and other current assets

 

34,080

 

35,489

 

Amounts due from related parties

 

62,411

 

527

 

Deferred tax assets-current

 

628

 

628

 

Equity method investment-current

 

60,508

 

 

Total current assets

 

1,122,587

 

1,033,391

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

Property and equipment, net

 

58,560

 

56,269

 

Intangible assets, net

 

27,397

 

26,303

 

Goodwill

 

61,407

 

59,800

 

Long-term investments

 

107,842

 

144,833

 

Deferred tax assets-non-current

 

1,109

 

1,102

 

Other non-current assets

 

6,784

 

24,261

 

Total non-current assets

 

263,099

 

312,568

 

TOTAL ASSETS

 

$

1,385,686

 

$

1,345,959

 

 

 

 

 

 

 

LIABIILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

10,170

 

$

9,232

 

Accrued expenses and other payables

 

33,314

 

29,790

 

Amounts due to related parties

 

61,062

 

198

 

Deferred revenue and advance from customers

 

8,639

 

7,427

 

Derivative contract liabilities

 

 

6,934

 

Income tax payable

 

2,077

 

7,964

 

Total current liabilities

 

115,262

 

61,545

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

Other non-current liabilities

 

156

 

266

 

Total non-current liabilities

 

156

 

266

 

TOTAL LIABILITES

 

115,418

 

61,811

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Class A ordinary shares

 

790

 

770

 

Class B ordinary shares

 

305

 

305

 

Additional paid-in capital

 

1,285,283

 

1,265,336

 

Statutory reserves

 

6,712

 

6,712

 

Accumulated deficit

 

(197,726

)

(165,409

)

Accumulated other comprehensive income

 

174,781

 

176,312

 

Total Renren Inc. shareholders’ equity

 

1,270,145

 

1,284,026

 

Noncontrolling Interests

 

123

 

122

 

TOTAL EQUITY

 

1,270,268

 

1,284,148

 

TOAL LIABIILITIES AND EQUITY

 

$

1,385,686

 

$

1,345,959

 

 



 

RENREN INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

For the Three Months Ended

 

(Amounts in US dollars, in thousands, except shares,
per shares, ADS, and per ADS data)

 

March 31,
2013

 

December 31,
2013

 

March 31,
2014

 

 

 

 

 

 

 

 

 

Net revenues

 

 

 

 

 

 

 

Renren

 

$

14,796

 

$

15,129

 

$

12,235

 

Games

 

26,658

 

15,557

 

12,660

 

Total net revenues

 

41,454

 

30,686

 

24,895

 

 

 

 

 

 

 

 

 

Cost of revenues

 

(16,325

)

(17,737

)

(16,160

)

 

 

 

 

 

 

 

 

Gross profit

 

25,129

 

12,949

 

8,735

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Selling and marketing

 

(12,840

)

(19,610

)

(10,791

)

Research and development

 

(22,533

)

(17,843

)

(15,669

)

General and administrative

 

(10,193

)

(14,409

)

(11,423

)

Impairment of intangible assets

 

 

(208

)

(66

)

Restructuring cost

 

 

(3,475

)

 

 

 

 

 

 

 

 

 

Total operating expenses

 

(45,566

)

(55,545

)

(37,949

)

 

 

 

 

 

 

 

 

Loss from operations

 

(20,437

)

(42,596

)

(29,214

)

 

 

 

 

 

 

 

 

Other income

 

257

 

603

 

265

 

Exchange gain (loss) on offshore bank accounts

 

(6

)

1,036

 

(2,527

)

Interest income

 

3,733

 

2,888

 

2,733

 

Realized gain on short-term investments

 

15,073

 

9,049

 

27,093

 

Impairment of short-term investments

 

 

(2,098

)

 

Impairment of equity method investments

 

 

(23,025

)

 

 

 

 

 

 

 

 

 

Loss before provision of income tax, earnings (loss) in equity method investments and noncontrolling interest, net of income taxes

 

(1,380

)

(54,143

)

(1,650

)

Income tax benefit

 

80

 

7,054

 

19

 

 

 

 

 

 

 

 

 

Loss before earnings (loss) in equity method investments and noncontrolling interest, net of income taxes

 

(1,300

)

(47,089

)

(1,631

)

(Loss) earnings in equity method investments, net of income taxes

 

5,143

 

17,974

 

(23,145

)

Income (loss) from continuing operations

 

3,843

 

(29,115

)

(24,776

)

 

 

 

 

 

 

 

 

Discontinued operation

 

 

 

 

 

 

 

Loss from operations of discontinued operations, net of income taxes

 

(6,997

)

(2,720

)

 

Gain on deconsolidation of the subsidiaries

 

 

132,665

 

 

Gain on disposal of equity method investment, net of income taxes

 

 

 

57,092

 

Gain (loss) from discontinued operations, net of income taxes

 

(6,997

)

129,945

 

57,092

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(3,154

)

100,830

 

32,316

 

Net loss attributable to noncontrolling interests

 

17

 

 

1

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Renren Inc.

 

$

(3,137

)

$

100,830

 

$

32,317

 

 

 

 

 

 

 

 

 

Net income (loss) per share from continuing operations attributable to Renren Inc.shareholders per share:

 

 

 

 

 

 

 

Basic

 

$

0.00

 

$

(0.03

)

$

(0.02

)

Diluted

 

$

0.00

 

$

(0.03

)

$

(0.02

)

Net income (loss) per share from discontinued operations attributable to Renren Inc.shareholders per share:

 

 

 

 

 

 

 

Basic

 

$

(0.01

)

$

0.12

 

$

0.05

 

Diluted

 

$

(0.01

)

$

0.12

 

$

0.05

 

Net income (loss) per share attributable to Renren Inc. shareholders per share:

 

 

 

 

 

 

 

Basic

 

$

(0.00

)

$

0.09

 

$

0.03

 

Diluted

 

$

(0.00

)

$

0.09

 

$

0.03

 

Net income (loss) attributable to Renren Inc. shareholders per ADS:

 

 

 

 

 

 

 

Basic

 

$

(0.01

)

$

0.27

 

$

0.09

 

Diluted

 

$

(0.01

)

$

0.27

 

$

0.09

 

 

 

 

 

 

 

 

 

Weighted average number of shares used in calculating net income (loss) per ordinary share from continuing operations attributable to Renren Inc. shareholders:

 

 

 

 

 

 

 

Basic

 

1,132,823,805

 

1,106,742,708

 

1,082,856,840

 

Diluted

 

1,160,711,624

 

1,106,742,708

 

1,082,856,840

 

Weighted average number of shares used in calculating net income (loss) per ordinary share from discontinued operations attributable to Renren Inc. shareholders:

 

 

 

 

 

 

 

Basic

 

1,132,823,805

 

1,106,742,708

 

1,082,856,840

 

Diluted

 

1,160,711,624

 

1,117,484,147

 

1,092,355,990

 

 

Reconciliation of Non-GAAP results of operations measures to the comparable GAAP financial measures

 

Adjusted net income

 

 

 

For the Three Months Ended

 

 

 

March 31,

 

December 31,

 

March 31,

 

(Amounts in US dollars, in thousands)

 

2013

 

2013

 

2014

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(3,154

)

$

100,830

 

$

32,316

 

Add back: Shared-based compensation expenses

 

3,235

 

3,188

 

3,351

 

Add back: Amortization of intangible assets

 

391

 

456

 

319

 

Add back: Impairment of intangible assets

 

 

208

 

66

 

Adjusted net income

 

$

472

 

$

104,682

 

$

36,052