UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 001-35147
Renren Inc.
5/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 ¨
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): ¨
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/ Thomas Jintao Ren | |||
| Name: | Thomas Jintao Ren | ||
| Title: | Chief Financial Officer | ||
| Date: November 26, 2019 | |||
2
Exhibit Index
Exhibit 99.1—Press Release
3
Exhibit 99.1
Renren Announces Unaudited Second Quarter 2019 Financial Results
BEIJING, China, November 26, 2019 — Renren Inc. (NYSE: RENN) (“Renren” or the “Company”), which operates a leading premium used auto business in China through its subsidiary Kaixin Auto Holdings (NASDAQ: KXIN) as well as several U.S.-based SaaS businesses, today announced its unaudited financial results for the second quarter ended June 30, 2019.
Second Quarter 2019 Highlights
| • | Total net revenues were US$104.8 million, a 19.3% decrease from the corresponding period in 2018. |
| — | Kaixin revenues (1) were US$100.0 million, an 8.1% decrease from the corresponding period in 2018. |
| • | Operating loss was US$15.3 million, improved from an operating loss of US$31.9 million in the corresponding period in 2018. |
| • | Net income attributable to the Company was US$95.7 million, compared to a net income attributable to the Company of US$166.1 million in the corresponding period in 2018. |
| • | Adjusted loss from continuing operations (2) (non-GAAP) was US$11.2 million, improved from an adjusted loss from continuing operations of US$18.3 million in the corresponding period in 2018. |
| • | Adjusted net loss (2) (non-GAAP) was US$8.0 million, compared to an adjusted net income of US$177.5 million in the corresponding period in 2018. |
| (1) | Kaixin revenues are the net revenue from the Company’s subsidiary Kaixin Auto Holdings, which are included in the Company's Auto Group segment. Please refer to the table of additional information for details. |
| (2) | Adjusted loss from continuing operations and net income (loss) are non-GAAP measures, which are defined as loss from operations excluding share-based compensation expenses and amortization of intangible assets and net income (loss) excluding share-based compensation expenses, fair value change of contingent consideration and amortization of intangible assets, respectively. See “About Non-GAAP Financial Measures” below. |
“Second quarter revenues remained under pressure from the intensified competition and challenging macroeconomic environment. On the positive side, we are excited that Kaixin successfully listed on Nasdaq in April. Kaixin’s separate listing opened a new chapter for Renren. As our premium auto dealership business, Kaixin now enjoys higher brand recognition. Going forward, we will continue to power our dealers with capital, technological systems, and marketing capabilities,” commented Mr. Joseph Chen, Chairman and Chief Executive Officer.
Second Quarter 2019 Results
Total net revenues for the second quarter of 2019 were US$104.8 million, representing a 19.3% decrease from the corresponding period in 2018.
Automobile sales revenues for the second quarter of 2019 were US$98.3 million, representing a 19.9% decrease from the corresponding period in 2018. The decrease was mainly due to our reduction in resources allocated to low-performing dealers, as we aim to reallocate resources to better performing dealers for our long-term growth and profitability.
Cost of revenues was US$100.3 million, compared to US$125.5 million from the corresponding period of 2018. The decrease was in line with the decrease of revenue.
Operating expenses were US$19.8 million, a 45.3% decrease from the corresponding period of 2018.
Selling and marketing expenses were US$6.0 million, a 31.9% decrease from the corresponding period of 2018. The decrease was primarily due to the decrease in headcount and personnel-related expenses.
Research and development expenses were US$6.5 million, a 5.7% increase from the corresponding period in 2018. The increase was primarily due to an increase in headcount and personnel-related expenses.
General and administrative expenses were US$7.3 million, a 65.7% decrease from the corresponding period in 2018. The decrease was primarily due to a decrease in share-based compensation expenses and a decrease in headcount and personnel-related expenses.
Share-based compensation expenses, which were all included in operating expenses, were US$4.1 million, compared to US$13.5 million in the corresponding period in 2018. The decrease was mainly due to a modification which repriced the exercise price with respect to options during the second quarter of 2018, which led to the higher share-based compensation expenses in the three months ended June 30, 2018 compared to the three months ended June 30, 2019.
Loss from operations was US$15.3 million, improved from a loss from operations of US$31.9 million in the corresponding period in 2018.
Net income attributable to Renren Inc. was US$95.7 million, compared to a net income of US$166.1 million in the corresponding period in 2018.
Adjusted loss from continuing operations (non-GAAP) was US$11.2 million, improved from an adjusted loss from continuing operations of US$18.3 million in the corresponding period in 2018. Adjusted loss from operations is defined as loss from operations excluding share-based compensation expenses and amortization of intangible assets.
Adjusted net loss (non-GAAP) was US$8.0 million, compared to an adjusted net income of US$177.5 million in the corresponding period in 2018. The adjusted net income for the second quarter of 2018 was mainly attributable to a one-time gain amounting to US$180.8 million that resulted from the private placement transaction relating to the disposition of Oak Pacific Investment. Adjusted net loss is defined as net loss excluding share-based compensation expenses, fair value change of contingent consideration and amortization of intangible assets.
Business Outlook
The Company expects to generate revenues in an amount ranging from US$72 million to US$82 million in the third quarter of 2019. This forecast reflects the Company’s current and preliminary view, which is subject to change.
Conference Call Information
The Company will not host a conference call. Please contact our Investor Relations Department if you have any questions. Renren's subsidiary Kaixin Auto Holdings will host an earnings conference call at 9:00 AM U.S. Eastern Time on November 26, 2019 (10:00 PM Beijing/Hong Kong time on November 26, 2019).
Interested parties may participate in the conference call by dialing:
| United States: | 1-845-675-0437 |
| International: | +65-6713-5090 |
| Hong Kong: | +852-3018-6771 |
| Mainland China: | 400-620-8038 |
| Conference ID: | 9286069 |
Additionally, a live and archived webcast of the conference call will be available on its investor relations website at http://ir.kaixin.com.
A replay of the conference call will be accessible by phone at the following number until December 3, 2019:
| United States: | 1-646-254-3697 |
| International: | +61-2-8199-0299 |
| Hong Kong: | +852-3051-2780 |
Mainland China: |
400-632-2162 |
| Replay Access Code: | 9286069 |
About Renren Inc.
Renren Inc. (NYSE: RENN) operates a leading premium used auto business in China through its subsidiary Kaixin Auto Holdings (NASDAQ: KXIN) as well as several US-based SaaS business. Renren’s American depositary shares, each of which currently represents fifteen 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 third quarter of 2019 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 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: Renren’s goals and strategies; Renren’s future business development, financial condition and results of operations; Renren’s expectations regarding demand for and market acceptance of its services; Renren’s expectations regarding the retention and strengthening of its relationships with used auto dealerships; Renren’s plans to enhance user experience, infrastructure and service offerings; competition in the used auto industry in China; and government policies and regulations relating to the used auto industry in China. 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 income (loss) from operations” and “adjusted net income (loss)” which are defined as non-GAAP financial measures by the SEC, in evaluating its business. Renren defines adjusted income (loss) from operations as income (loss) from operations excluding share-based compensation expenses and amortization of intangible assets and adjusted net income (loss) as net income (loss) excluding share-based compensation expenses, fair value change of contingent consideration and amortization of intangible assets, respectively. Renren continuously and periodically reviews its operating results and business performance. Starting from the first quarter of 2018, there was a significant impact on net income (loss) due to the material and significant noncash amount of fair value change of contingent consideration relating to the used auto dealerships of the emerging used auto business. Due to the nature of the business, Renren believes that including adjusted income (loss) from operations and excluding the impact of such fair value changes more appropriately reflects Renren’s results of operations, and provides investors with a better understanding of Renren’s business performance. To facilitate investors and analysts, the aforesaid impact is presented retrospectively in “Reconciliation of non-GAAP results of operations measures to the comparable GAAP financial measures”. Renren presents adjusted income (loss) from operations and adjusted net income (loss) because they are used by Renren’s management to evaluate its operating performance. Renren also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Renren’s consolidated results of operations in the same manner as Renren’s management and in comparing financial results across accounting periods and to those of Renren’s peer companies.
These non-GAAP financial measures are 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 Department
Renren Inc.
Tel: (86 10) 8448 1818 ext. 1300
Email: ir@renren-inc.com
RENREN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands of US dollars)
| December 31, | June 30, | |||||||
| 2018 | 2019 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 15,333 | $ | 9,872 | ||||
| Restricted cash | 5,818 | - | ||||||
| Accounts receivable, net | 2,584 | 1,490 | ||||||
| Financing receivable, net | 3,486 | 107 | ||||||
| Prepaid expenses and other current assets | 49,515 | 51,845 | ||||||
| Amounts due from related parties | 20,829 | 17,185 | ||||||
| Inventory | 59,197 | 44,832 | ||||||
| Total current assets | 156,762 | 125,331 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 1,555 | 780 | ||||||
| Goodwill and intangible assets, net | 85,526 | 85,448 | ||||||
| Long-term investments | 22,341 | 22,034 | ||||||
| Amount due from related parties- non-current | 133,880 | 137,539 | ||||||
| Restricted cash – non-current | 36,362 | 14,406 | ||||||
| Right-of-use lease assets | - | 6,185 | ||||||
| Other non-current assets | 767 | 726 | ||||||
| Total non-current assets | 280,431 | 267,118 | ||||||
| TOTAL ASSETS | $ | 437,193 | $ | 392,449 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 8,255 | $ | 6,511 | ||||
| Short-term debt | 49,887 | 29,657 | ||||||
| Accrued expenses and other current liabilities | 33,055 | 30,879 | ||||||
| Short-term lease liabilities | - | 3,368 | ||||||
| Payable to investors | 15 | 15 | ||||||
| Amounts due to related parties | 55 | 4,899 | ||||||
| Deferred revenue | 3,716 | 2,394 | ||||||
| Income tax payable | 20,602 | 20,968 | ||||||
| Contingent consideration | 11,929 | 2,055 | ||||||
| Total current liabilities | 127,514 | 100,746 | ||||||
| Non-current liabilities: | ||||||||
| Long-term debt | 35,000 | 1,000 | ||||||
| Long-term lease liabilities | - | 1,783 | ||||||
| Long-term contingent consideration | 93,741 | 16,701 | ||||||
| Total non-current liabilities | 128,741 | 19,484 | ||||||
| TOTAL LIABILITIES | $ | 256,255 | $ | 120,230 | ||||
| Shareholders' Equity: | ||||||||
| Class A ordinary shares | 737 | 743 | ||||||
| Class B ordinary shares | 305 | 305 | ||||||
| Additional paid-in capital | 709,137 | 706,062 | ||||||
| Statutory reserves | 6,712 | 6,712 | ||||||
| Accumulated deficit | (563,737 | ) | (496,010 | ) | ||||
| Accumulated other comprehensive loss | (5,689 | ) | (6,334 | ) | ||||
| Total Renren Inc. shareholders' equity | 147,465 | 211,478 | ||||||
| Noncontrolling interest | 33,473 | 60,741 | ||||||
| TOTAL EQUITY | 180,938 | 272,219 | ||||||
| TOAL LIABILITIES AND EQUITY | $ | 437,193 | $ | 392,449 | ||||
RENREN INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands of US dollars, except share data and per share data, ADS data, and per ADS data)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
| 2018 | 2019 | 2019 | 2018 | 2019 | ||||||||||||||||
| Net revenues: | ||||||||||||||||||||
| Automobile sales | $ | 122,728 | $ | 102,620 | $ | 98,294 | $ | 246,334 | $ | 200,914 | ||||||||||
| Others | 7,018 | 7,743 | 6,471 | 17,366 | 14,214 | |||||||||||||||
| Total net revenues | 129,746 | 110,363 | 104,765 | 263,700 | 215,128 | |||||||||||||||
| Cost of revenues | (125,503 | ) | (101,537 | ) | (100,336 | ) | (249,022 | ) | (201,873 | ) | ||||||||||
| Gross profit | 4,243 | 8,826 | 4,429 | 14,678 | 13,255 | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Selling and marketing | (8,841 | ) | (6,745 | ) | (6,024 | ) | (18,813 | ) | (12,769 | ) | ||||||||||
| Research and development | (6,131 | ) | (6,760 | ) | (6,483 | ) | (12,525 | ) | (13,243 | ) | ||||||||||
| General and administrative | (21,188 | ) | (6,387 | ) | (7,270 | ) | (38,966 | ) | (13,657 | ) | ||||||||||
| Total operating expenses | (36,160 | ) | (19,892 | ) | (19,777 | ) | (70,304 | ) | (39,669 | ) | ||||||||||
| Loss from operations | (31,917 | ) | (11,066 | ) | (15,348 | ) | (55,626 | ) | (26,414 | ) | ||||||||||
| Other income | 28,618 | 771 | 1,734 | 28,207 | 2,505 | |||||||||||||||
| Fair value change of contingent consideration | 2,197 | (17,733 | ) | 105,849 | (8,068 | ) | 88,116 | |||||||||||||
| Interest income | 411 | 2,427 | 1,966 | 1,214 | 4,393 | |||||||||||||||
| Interest expenses | (900 | ) | (918 | ) | (550 | ) | (2,164 | ) | (1,468 | ) | ||||||||||
| Total non-operating income (loss) | 30,326 | (15,453 | ) | 108,999 | 19,189 | 93,546 | ||||||||||||||
| (Loss) income before provision of income tax and loss in equity method investments, net of tax | (1,591 | ) | (26,519 | ) | 93,651 | (36,437 | ) | 67,132 | ||||||||||||
| Income tax expenses | (116 | ) | (1,100 | ) | 472 | (947 | ) | (628 | ) | |||||||||||
| (Loss) income before loss in equity method investments and noncontrolling interest, net of tax | (1,707 | ) | (27,619 | ) | 94,123 | (37,384 | ) | 66,504 | ||||||||||||
| Loss in equity method investments, net of tax | (621 | ) | (436 | ) | (474 | ) | (1,429 | ) | (910 | ) | ||||||||||
| (Loss) income from continuing operations | (2,328 | ) | (28,055 | ) | 93,649 | (38,813 | ) | 65,594 | ||||||||||||
| Discontinued operations: | ||||||||||||||||||||
| Loss from operations of discontinued operations, net of income tax | (12,482 | ) | - | - | (17,567 | ) | - | |||||||||||||
| Gain on deconsolidation of subsidiaries, net of income tax | 180,829 | - | - | 180,829 | - | |||||||||||||||
| Income from discontinued operations, net of tax | 168,347 | - | - | 163,262 | - | |||||||||||||||
| Net income (loss) | 166,019 | (28,055 | ) | 93,649 | 124,449 | 65,594 | ||||||||||||||
| Net loss attributable to noncontrolling interest | 100 | 108 | 2,025 | 120 | 2,133 | |||||||||||||||
| Net income (loss) attributable to Renren Inc. | $ | 166,119 | $ | (27,947 | ) | $ | 95,674 | $ | 124,569 | $ | 67,727 | |||||||||
| Net (loss) income per share from continuing operations attributable to Renren Inc. shareholders: | ||||||||||||||||||||
| Basic | $ | - | $ | (0.03 | ) | $ | 0.07 | $ | (0.04 | ) | $ | 0.06 | ||||||||
| Diluted | $ | - | $ | (0.03 | ) | $ | 0.06 | $ | (0.04 | ) | $ | 0.04 | ||||||||
| Net income (loss) per share from discontinued operations attributable to Renren Inc. shareholders: | ||||||||||||||||||||
| Basic | $ | 0.16 | $ | - | $ | - | $ | 0.16 | $ | - | ||||||||||
| Diluted | $ | 0.15 | $ | - | $ | - | $ | 0.15 | $ | - | ||||||||||
| Net income (loss) per share attributable to Renren Inc. shareholders: | ||||||||||||||||||||
| Basic | $ | 0.16 | $ | (0.03 | ) | $ | 0.07 | $ | 0.12 | $ | 0.06 | |||||||||
| Diluted | $ | 0.15 | $ | (0.03 | ) | $ | 0.06 | $ | 0.11 | $ | 0.04 | |||||||||
| Net income (loss) attributable to Renren Inc. shareholders per ADS*: | ||||||||||||||||||||
| Basic | $ | 2.41 | $ | (0.40 | ) | $ | 1.05 | $ | 1.81 | $ | 0.90 | |||||||||
| Diluted | $ | 2.21 | $ | (0.40 | ) | $ | 0.84 | $ | 1.71 | $ | 0.53 | |||||||||
| Weighted average number of shares used in calculating net income(loss) per ordinary share attributable to Renren Inc. shareholders: | ||||||||||||||||||||
| Basic | 1,035,143,003 | 1,043,848,165 | 1,047,002,854 | 1,034,310,179 | 1,045,443,122 | |||||||||||||||
| Diluted | 1,130,285,008 | 1,043,848,165 | 1,082,360,638 | 1,093,742,531 | 1,083,883,429 | |||||||||||||||
| Weighted average number of shares used in calculating net income(loss) per ordinary share from discontinued operations attributable to Renren Inc. shareholders: | ||||||||||||||||||||
| Basic | 1,035,143,003 | 1,043,848,165 | 1,047,002,854 | 1,034,310,179 | 1,045,443,122 | |||||||||||||||
| Diluted | 1,130,285,008 | 1,043,848,165 | 1,082,360,638 | 1,093,742,531 | 1,083,883,429 | |||||||||||||||
* Each ADS represents 15 Class A ordinary shares.
Reconciliation of Non-GAAP results of operations measures to the comparable GAAP financial measures
(In thousands of US dollars)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
| 2018 | 2019 | 2019 | 2018 | 2019 | ||||||||||||||||
| Loss from opeartions | $ | (31,917 | ) | $ | (11,066 | ) | $ | (15,348 | ) | $ | (55,626 | ) | $ | (26,414 | ) | |||||
| Add back: Shared-based compensation expenses | 13,465 | 2,809 | 4,060 | 25,792 | 6,869 | |||||||||||||||
| Add back: Amortization of intangible assets | 131 | 96 | 96 | 262 | 192 | |||||||||||||||
| Adjusted loss from continuing operations | $ | (18,321 | ) | $ | (8,161 | ) | $ | (11,192 | ) | $ | (29,572 | ) | $ | (19,353 | ) | |||||
| Net income (loss) | $ | 166,119 | $ | (28,055 | ) | $ | 93,649 | $ | 124,569 | $ | 65,594 | |||||||||
| Add back: Shared-based compensation expenses | 13,465 | 2,809 | 4,060 | 25,792 | 6,869 | |||||||||||||||
| Add back: Fair value change of contingent | (2,197 | ) | 17,733 | (105,849 | ) | 8,068 | (88,116 | ) | ||||||||||||
| Add back: Amortization of intangible assets | 131 | 96 | 96 | 262 | 192 | |||||||||||||||
| Adjusted net income (loss) | $ | 177,518 | $ | (7,417 | ) | $ | (8,044 | ) | $ | 158,691 | $ | (15,461 | ) | |||||||
RENREN INC.
ADDITIONAL INFORMATION (UNAUDITED)
(In thousands of US dollars)
| For the Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
| June 30, 2018 | March 31, 2019 | June 30, 2019 | ||||||||||||||||||||||||||||||||||||||
| Kaixin | Ji'nan dealership * | Renren | Total | Kaixin | Renren | Total | Kaixin | Renren | Total | |||||||||||||||||||||||||||||||
| Net revenues: | ||||||||||||||||||||||||||||||||||||||||
| Automobile sales | $ | 106,700 | $ | 16,028 | $ | - | $ | 122,728 | $ | 102,620 | $ | - | $ | 102,620 | $ | 98,294 | $ | - | $ | 98,294 | ||||||||||||||||||||
| Others | 2,052 | 25 | 4,941 | 7,018 | 2,026 | 5,717 | 7,743 | 1,659 | 4,812 | 6,471 | ||||||||||||||||||||||||||||||
| Total | 108,752 | 16,053 | 4,941 | 129,746 | 104,646 | 5,717 | 110,363 | 99,953 | 4,812 | 104,765 | ||||||||||||||||||||||||||||||
| Cost of revenues | $ | 107,613 | $ | 15,219 | $ | 2,671 | $ | 125,503 | $ | 98,529 | $ | 3,008 | $ | 101,537 | $ | 97,440 | $ | 2,896 | $ | 100,336 | ||||||||||||||||||||
* Ji'nan dealership was transferred from Kaixin Auto Group to Renren in the fourth quarter of 2018. Ji'nan dealership and Kaixin were included in the Company's Auto Group segment in 2018.