Form 6-K

 

 

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 March 2016

 

 

Commission File Number: 001-36765

 

 

Momo Inc.

 

 

20th Floor, Block B

Tower 2, Wangjing SOHO

No.1 Futongdong Street

Chaoyang District, Beijing 100102

People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Momo Inc.
By   :  

/s/ Jonathan Xiaosong Zhang

Name   :   Jonathan Xiaosong Zhang
Title   :   Chief Financial Officer

Date: March 15, 2016


Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Momo Announces Unaudited Financial Results for the Fourth Quarter and Full Year 2015

BEIJING, CHINA, March 15, 2016 –Momo Inc. (NASDAQ: MOMO) (“Momo” or the “Company”), a leading mobile social networking platform in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2015.

Fourth Quarter 2015 Highlights

 

    Net revenues increased 113% year over year to $39.5 million.

 

    Net income attributable to Momo Inc. was $6.1 million, compared to a net loss of $2.5 million for the same period last year.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) was $11.8 million, compared to a non-GAAP net loss of $0.1 million for the same period last year.

 

    Diluted net income per American Depositary Share (“ADS”) was $0.03, compared to a diluted net loss per ADS of $0.20 for the same period last year.

 

    Non-GAAP diluted net income per ADS (note 1) was $0.06, compared to a non-GAAP diluted net loss per ADS of $0.16 for the same period last year.

 

    Monthly Active Users (“MAU”)1 were 69.8 million in December 2015, compared to 69.3 million in December 2014.

Full year 2015 Highlights

 

    Net revenues increased 199% year over year to $134.0 million for the full year of 2015.

 

    Net income attributable to Momo Inc. was $13.7 million for the full year of 2015.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) was $31.1 million for the full year of 2015.

 

    Diluted net income per ADS was $0.07 for the full year of 2015.

 

    Non-GAAP diluted income per ADS (note 1) was $0.15 for the full year of 2015.

“I am glad that we closed out the year 2015 with a quarter of solid topline performance and strong growth in profitability. Non-GAAP net income reached $11.8 million, representing a 29.9% non-GAAP net margin and marking the fourth consecutive profitable quarter for Momo. It not only speaks to our ability to enhance profitability as revenue expands, but also shows our leverage to re-invest in building new drivers as the core business continues to scale.” Commented Yan Tang, Chairman and CEO of Momo.

“On the product side, we have also made encouraging progresses in pushing our boundaries beyond the core services and user base. On top of Momo Live, the interactive live concert service launched in September last year, we have unveiled an open platform to connect more talented performers and started to build a scalable business around it. Since the debut of the open platform in mid-December, we have seen a steep ramp-up in nearly all the key performance indicators for our interactive live music service. More importantly, we are seeing not only synergies between our core product offerings and the music service, but also opportunities to bring in new users and create new ways for people to connect and have fun on the platform. We have a strong roadmap ahead and are confident that this service will become a meaning contributor to both revenues and user engagements in 2016.

 

 

1  MAU during a given calendar month is defined as Momo users who accessed the Momo platform through Momo mobile application and utilized any of the functions on the Momo platform for at least one day during the 30-day period counting back from the last day of such calendar month.

 

1


2015 was also a remarkable year with a number of great milestones we achieved in monetization. For example, we built our mobile marketing business from nearly scratch and now have established ourselves as a well-recognized mobile marketing platform for a broad range of businesses including brand owners, local merchants, application developers as well as other small and medium sized businesses.

Heading into the new year, user growth will continue to stay on top of our priority list. At the same time, we are going to be digging deeper into various monetization opportunities, in order to deliver stronger financial results to our shareholders.’’

Fourth Quarter 2015 Financial Results

Net revenues

Total net revenues were $39.5 million in the fourth quarter of 2015, an increase of 113% from $18.6 million during the same quarter of 2014.

Membership subscription revenues were $14.6 million in the fourth quarter of 2015, an increase of 23% from $11.9 million during the same period of 2014. Members are Momo users who have paid the subscription fees for the membership services. The year over year increase in membership subscription revenues was primarily driven by the increase in average revenues per paying user, due to the premium VIP package introduced in June 2015. Momo members were 2.9 million as of December 31, 2015 and 2014.

Mobile marketing revenues were $15.3 million in the fourth quarter of 2015. Mobile marketing revenues for the same period last year were $1.6 million. The significant growth in mobile marketing business was powered by the improving efficiency of the Company’s proprietary in-feed marketing system launched in the second quarter of 2015. In addition, powered by strong demand from brand marketers, revenues from display banners were another growth driver within the mobile marketing segment. Mobile marketing revenues from third party strategic partnerships, now including Alibaba and 58.com also contributed to the year over year increase in marketing revenues.

Mobile games revenues were $7.8 million in the fourth quarter of 2015, an increase of 79% from $4.3 million during the fourth quarter of 2014. The increase in game revenues was mainly due to the increase in the number of games operated by the Company as well as the growing number of paying game players on Momo’s platform.

Revenues from other services, which mainly consisted of revenues from the live music broadcasting service launched in the third quarter 2015 as well as revenues from paid emoticons, were $1.8 million in the fourth quarter of 2015, an increase from $0.7 million during the fourth quarter of 2014.

Cost and expenses

Costs and expenses were $36.1 million in the fourth quarter of 2015, an increase of 68% from $21.5 million during the same period last year. The increase was primarily attributable to: (a) an increase in personnel related costs including share-based compensation expenses as a result of the Company’s rapidly expanding talent pool; (b) increased infrastructure related spending, such as bandwidth costs and server depreciation as well as SMS and network costs, driven by strong traffic growth; and (c) an increase in cost of revenue sharing with the singers and other professional costs related to our recently launched live music broadcasting service.

 

2


Non-GAAP costs and expenses (note 1) were $30.5 million in the fourth quarter of 2015, an increase of 59% from $19.1 million during the same period last year.

Income from operations

Income from operations was $3.5 million in the fourth quarter of 2015, compared to a loss from operations of $3.0 million during the same period last year.

Non-GAAP income from operations (note 1) was $9.2 million in the fourth quarter of 2015, compared to a non-GAAP loss from operations of $0.5 million during the same period last year.

Net income

Net income attributable to Momo Inc. was $6.1 million in the fourth quarter of 2015, compared to a net loss of $2.5 million during the same period last year.

Non-GAAP net income (note 1) attributable to Momo Inc. was $11.8 million in the fourth quarter of 2015, compared to a non-GAAP net loss of $0.1 million during the same period last year.

Net income per ADS

Diluted net income per ADS was $0.03 in the fourth quarter of 2015, compared to a diluted net loss per ADS of $0.20 in the fourth quarter of 2014.

Non-GAAP diluted net income per ADS (note 1) was $0.06 in the fourth quarter of 2015, compared to a non-GAAP diluted net loss per ADS of $0.16 in the fourth quarter of 2014.

Cash and cash flow

As of December 31, 2015, Momo’s cash, cash equivalents and term deposits totaled $469.5 million compared to $451.0 million as of December 31, 2014. Net cash provided by operating activities in the fourth quarter of 2015 was $31.7 million compared to $2.5 million for the same quarter of 2014.

Full Year 2015 Financial Results

Net revenues for the full year of 2015 were $134.0 million, an increase of 199% from $44.8 million in the same period of 2014, primarily driven by the significant increase in net revenues from mobile marketing business, membership subscription and mobile games.

Net income attributable to Momo Inc. was $13.7 million in the full year of 2015, compared to a net loss of $25.4 million during the same period of 2014, primarily driven by the significant increase in net revenues, offset by the increase in cost and expenses.

Non-GAAP net income attributable to Momo Inc. (note 1) was $31.1 million in the full year of 2015, compared to a non-GAAP net loss of $18.8 million during the same period of 2014.

 

3


Diluted net income per ADS was $0.07 during the full year of 2015, compared to a diluted net loss of $1.94 in the same period of 2014.

Non-GAAP diluted net income per ADS (note 1) was $0.15 during the full year of 2015, compared to a diluted non-GAAP net loss of $1.80 in the same period of 2014.

Net cash provided by operating activities was $57.3 million during the full year of 2015.

Note 1: Non-GAAP measures

To supplement our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), we use various non-GAAP financial measures that are adjusted from the most comparable GAAP results to exclude share-based compensation.

Reconciliations of our non-GAAP financial measures to our U.S. GAAP financial measures are shown in tables at the end of this earnings release, which provide more details about the non-GAAP financial measures.

Our non-GAAP financial information is provided as additional information to help investors compare business trends among different reporting periods on a consistent basis and to enhance investors’ overall understanding of the historical and current financial performance of our continuing operations and our prospects for the future. Our non-GAAP financial information should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to the GAAP results. In addition, our calculation of the non-GAAP financial measures may be different from the calculation used by other companies, and therefore comparability may be limited.

Our non-GAAP information (including non-GAAP cost and operating expenses, (loss) / income from operations, net (loss) / income attributable to Momo Inc., and diluted earnings per ADS) is adjusted from the most comparable GAAP results to exclude share-based compensation. A limitation of using these non-GAAP financial measures is that share-based compensation charge has been and will continue to be for the foreseeable future a significant recurring expense in our results of operations. We compensate for these limitations by providing reconciliations of our non-GAAP measures to our U.S. GAAP measures. Please see the reconciliation tables at the end of this earnings release.

Conference Call

Momo’s management will host an earnings conference call on Tuesday, March 15, 2016 at 8:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing / Hong Kong Time on March 15, 2016).

Dial-in details for the earnings conference call are as follows:

International: +65 6713 5090

U.S. Toll Free: +1 866 519 4004

Hong Kong Toll Free: 800-906601

Mainland China: 4006-208038

 

4


Please dial in 15 minutes before the call is scheduled to begin.

A telephone replay of the call will be available after the conclusion of the conference call through 8:00 a.m. U.S. Eastern Time, March 23, 2016. The dial-in details for the replay are as follows:

International: +61-2-8199 0299

U.S. Toll Free: +1 855 452 5696

Passcode: 58505782

Additionally, a live and archived webcast of the conference call will be available on the Investor Relations section of Momo’s website at http://ir.immomo.com.

About Momo

Momo is a leading mobile social networking platform in China. Momo connects people in a personal and lively way through a revolutionary mobile-based social networking platform. With powerful and precise location-based features, Momo enables users to connect with each other and expand relationships from online to offline. Momo’s platform includes the Momo mobile application and a variety of related features, functionalities, tools and services that it provides to users, customers and platform partners. Leveraging its social interest graph engine and analysis of user behavior data, Momo is able to provide users a customized experience based on their social preferences and needs. Momo users can maintain and strengthen their relationships through private and group communication tools, content creation and sharing functions, as well as the offline social activities promoted on Momo’s platform. For more information, please visit http://ir.immomo.com.

For investor and media inquiries, please contact:

Momo Inc.

Investor Relations

Phone: +861057310538

Email: ir@immomo.com

Christensen In China

Mr. Christian Arnell

Phone: +86-10- 5900-1548

E-mail: carnell@christensenir.com

In US

Ms. Linda Bergkamp

Phone: +1-480-614-3004

Email: lbergkamp@christensenir.com

 

5


Safe Harbor Statement

This news release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to our unaudited results for the fourth quarter and full year ended December 31, 2015 and our management quotes.

Our forward-looking statements are not historical facts but instead represent only our belief regarding expected results and events, many of which, by their nature, are inherently uncertain and outside of our control. Our actual results and other circumstances may differ, possibly materially, from the anticipated results and events indicated in these forward-looking statements. Announced results for the fourth quarter and full year ended December 31, 2015 are preliminary, unaudited and subject to audit adjustment. In addition, we may be unable to grow our business in the manner planned. We may also modify our strategy for growth. In addition, there are other risks and uncertainties that could cause our actual results to differ from what we currently anticipate, including those relating to our ability to effectively manage our rapid growth, our ability to grow our user base, our ability to attract and retain sufficiently trained professionals to support our operations, and our ability to anticipate and develop new services and enhance existing services to meet the demand of our users or customers. For additional information on these and other important factors that could adversely affect our business, financial condition, results of operations, and prospects, please see our filings with the U.S. Securities and Exchange Commission.

All information provided in this press release and in the attachments is as of the date of the press release. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, after the date of this release, except as required by law. Such information speaks only as of the date of this release.

 

6


Momo Inc.

Unaudited Condensed Consolidated Statement of Operations

(US dollars in thousands, except per share data)

 

     Three months     Year  
   ended December 31     ended December 31  
     2014     2015     2014     2015  

Net revenues:

        

Membership subscription

     11,903        14,605        29,756        58,462   

Mobile marketing

     1,554        15,331        1,975        38,885   

Mobile games

     4,346        7,775        11,237        31,082   

Other services

     747        1,751        1,787        5,559   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     18,550        39,462        44,755        133,988   

Cost and expenses:

        

Cost of revenues

     (5,371     (9,794     (15,762     (30,312

Research and development

     (4,042     (6,523     (9,264     (23,265

Sales and marketing

     (9,324     (12,353     (35,538     (52,631

General and administrative

     (2,795     (7,475     (10,354     (22,879
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost and expenses

     (21,532     (36,145     (70,918     (129,087

Other operating income

     26        154        26        713   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) Income from operations

     (2,956     3,471        (26,137     5,614   

Interest income

     422        2,075        722        7,805   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) Income before income tax and share of income on equity method investments

     (2,534     5,546        (25,415     13,419   

Income tax benefit (expenses)

     —          69        —          (92
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) Income before share of income on equity method investments

     (2,534     5,615        (25,415     13,327   

Share of income on equity method investments

     —          516        —          370   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to Momo Inc.

     (2,534     6,131        (25,415     13,697   

Deemed dividend to preferred shareholders

     (7,990     —          (57,663     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to ordinary shareholders

     (10,524     6,131        (83,078     13,697   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share attributable to ordinary shareholders

        

Basic

     (0.10     0.02        (0.97     0.04   

Diluted

     (0.10     0.02        (0.97     0.03   

Weighted average shares used in calculating net (loss) income per ordinary share

        

Basic

     107,680,559        353,013,030        85,293,775        342,646,282   

Diluted

     107,680,559        403,234,020        85,293,775        401,396,548   

 

7


Momo Inc.

Unaudited Condensed Consolidated Statement of Comprehensive Income

(US dollars in thousands, except per share data)

 

     Three months     Year  
   ended December 31     ended December 31  
     2014     2015     2014     2015  

Net (loss) income attributable to Momo Inc.

     (2,534     6,131        (25,415     13,697   

Other comprehensive income, net of tax of nil

        

Foreign currency translation adjustment

     (887     (1,651     (1,185     (3,499
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income attributable to Momo Inc. shareholders

     (3,421     4,480        (26,600     10,198   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

8


Momo Inc.

Unaudited Condensed Consolidated Balance Sheets

( US dollars in thousands)

 

     December 31      December 31  
   2014      2015  

Assets

     

Current assets

     

Cash and cash equivalents

     450,968         169,469   

Term deposits

     —           300,000   

Accounts receivable, net of allowance for doubtful accounts of $nil and $nil as of December 31, 2014 and December 31, 2015, respectively

     7,038         14,896   

Prepaid expenses and other current assets

     8,009         18,297   

Amount due from related parties

     —           1,175   
  

 

 

    

 

 

 

Total current assets

     466,015         503,837   

Property and equipment, net

     9,936         16,190   

Intangible assets, net

     —           69   

Rental deposits

     793         743   

Long term investments

     1,760         19,318   

Other non-current assets

     —           2,000   
  

 

 

    

 

 

 

Total assets

     478,504         542,157   
  

 

 

    

 

 

 

Liabilities and equity

     

Current liabilities

     

Accounts payable

     5,900         10,445   

Deferred revenue

     16,348         28,274   

Accrued expenses and other current liabilities

     9,415         26,694   

Amount due to related parties

     6,450         6,532   
  

 

 

    

 

 

 

Total current liabilities

     38,113         71,945   

Other non-current liabilities

     —           1,826   
  

 

 

    

 

 

 

Total liabilities

     38,113         73,771   

Shareholder’s equity (Note a)

     440,391         468,386   
  

 

 

    

 

 

 

Total liabilities and shareholder’s equity

     478,504         542,157   
  

 

 

    

 

 

 

Note a: As of December 31, 2015, the number of ordinary shares issued and outstanding was 383,751,403.

 

9


Momo Inc.

Unaudited Condensed Consolidated Statement of Cash Flows

(US dollars in thousands)

 

     Three months     Year  
     Ended December 31     ended December 31  
     2014     2015     2014     2015  

Cash flows from operating activities:

        

Net (loss) income attributable to Momo Inc.

     (2,534     6,131        (25,415     13,697   

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

        

Depreciation of property and equipment

     985        1,864        2,805        5,801   

Amortization of intangible assets

     —          213        —          845   

Share-based compensation

     2,429        5,687        6,638        17,382   

Investing income

     —          (516     —          (370

Loss on disposal of property and equipment

     —          —          64        5   

Changes in operating assets and liabilities:

        

Accounts receivable

     (2,111     1,880        (5,205     (8,538

Prepaid expenses and other current assets

     (2,458     486        (7,489     (11,247

Amount due from related parties

     —          (309     198        (1,218

Rental deposits

     —          (624     (797     38   

Accounts payable

     1,500        508        4,494        5,274   

Deferred revenue

     2,473        3,328        12,825        12,996   

Accrued expenses and other current liabilities

     2,198        13,313        5,949        20,671   

Amount due to related parties

     —          (87     —          88   

Other non-current liabilities

     —          (154     —          1,828   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     2,482        31,720        (5,933     57,252   

Cash flows from investing activities:

        

Purchase of property and equipment

     (2,111     (3,287     (8,740     (12,810

Purchase of intangible assets

     —          (13     —          (711

Payment for long term investments

     (483     (1,980     (809     (17,859

Prepayment of long term investments

     —          (1,194     —          (2,000

Purchase of term deposits

     —          —          —          (450,000

Cash received on maturity of term deposits

     —          —          —          150,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (2,594     (6,474     (9,549     (333,380

Cash flows from financing activities:

        

Proceeds from issuance of convertible redeemable participating preferred shares

     —          —          211,750        —     

Repurchase of convertible redeemable participating preferred shares

     —          —          (30,750     —     

Proceeds from issuance of ordinary shares

     291,012        —          291,012        —     

Proceeds from exercise of options

     —          138        —          401   

Capital contribution from shareholders

     —          —          15        —     

Repurchase of ordinary shares

     —          —          (58,044     —     

Payment for IPO costs

     (1,197     —          (1,727     (2,634
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     289,815        138        412,256        (2,233

Effect of exchange rate on cash and cash equivalents

     (941     (1,549     (1,180     (3,138
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     288,762        23,835        395,594        (281,499

Cash and cash equivalent at beginning of period

     162,206        145,634        55,374        450,968   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalent at end of period

     450,968        169,469        450,968        169,469   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

10


Momo Inc.

Reconciliation of Non-GAAP financial measures to comparable GAAP measures

(US dollars in thousands, except per share data)

 

1. Reconciliation of Non-GAAP cost and operating expenses, income from operations, and net income to comparable GAAP measures.

 

     Three months     Three months  
   ended December 31, 2014     ended December 31, 2015  
     GAAP     Adjustments     Non-GAAP     GAAP     Adjustments     Non-GAAP  

Cost and operating expenses

     (21,532     2,429 (a)      (19,103     (36,145     5,687 (b)      (30,458

(Loss) income from operations

     (2,956     2,429 (a)      (527     3,471        5,687 (b)      9,158   

Net (loss) income attributable to Momo Inc.

     (2,534     2,429 (a)      (105     6,131        5,687 (b)      11,818   
     Year     Year  
   ended December 31, 2014     ended December 31, 2015  
     GAAP     Adjustments     Non-GAAP     GAAP     Adjustments     Non-GAAP  

Cost and operating expenses

     (70,918     6,638 (c)      (64,280     (129,087     17,382 (d)      (111,705

(Loss) income from operations

     (26,137     6,638 (c)      (19,499     5,614        17,382 (d)      22,996   

Net (loss) income attributable to Momo Inc.

     (25,415     6,638 (c)      (18,777     13,697        17,382 (d)      31,079   

Notes:

 

(a) Adjustments to exclude share-based compensation of $2,429 from the unaudited condensed consolidated statements.
(b) Adjustments to exclude share-based compensation of $5,687 from the unaudited condensed consolidated statements.
(c) Adjustments to exclude share-based compensation of $6,638 from the unaudited condensed consolidated statements.
(d) Adjustments to exclude share-based compensation of $17,382 from the unaudited condensed consolidated statements.

 

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