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 August 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: August 17, 2016


Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Momo Announces Unaudited Financial Results for the Second Quarter 2016

BEIJING, CHINA, August 16, 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 second quarter 2016.

Second Quarter 2016 Highlights

 

    Net revenues increased 222% year over year to $99.0 million.

 

    Net income attributable to Momo Inc. increased 804% to $15.4 million in the second quarter 2016 from $1.7 million in the same period last year.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) increased 290% to $23.2 million in the second quarter 2016 from $6.0 million in the same period last year.

 

    Diluted net income per American Depositary Share (“ADS”) was $0.08, compared to $0.01 in the same period last year.

 

    Non-GAAP diluted net income per ADS (note 1) was $0.12, compared to $0.03 in the same period last year.

 

    Monthly Active Users (“MAU”)1 were 74.8 million in June 2016, compared to 78.4 million in June 2015.

First Half 2016 Highlights

 

    Net revenues increased 163% year over year to $149.9 million for the first half of 2016.

 

    Net income attributable to Momo Inc. was $22.5 million for the first half of 2016.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) was $35.9 million for the first half of 2016.

 

    Diluted net income per ADS was $0.11 for the first half of 2016.

 

    Non-GAAP diluted income per ADS (note 1) was $0.18 for the first half of 2016.

“I am pleased with the progresses we made in the second quarter 2016. Our performances reflected our strategic focus on driving user growth through product innovations as well as digging deeper into monetization opportunities.” Commented Yan Tang, Chairman and CEO of Momo.

“In the second quarter our live video business took off as a remarkable success with revenues tripped from the first quarter of 2016, reaching $57.9 million. Live video, together with mobile marketing, drove a 222% year over year growth in our total revenues, reaching $99 million for the second quarter.

What makes us more excited is that live video opens up many doors for us other than simply being a revenue engine. Enabled by technological advancement, live video service is fundamentally changing the way people interact, socialize and have fun via internet. Although we are already seeing new use cases emerging on our platform, we believe we are only at the beginning of a golden age where live video converges with social activities. We are excited about the many opportunities ahead of us and are running a few pioneering projects to delve deeper into the space. Very soon, we will be launching a new version - Momo 7.0 to further integrate live video into the social experience on Momo. I’m looking forward to its debut and hope our users enjoy the wonderful journey we are about to take them through.”

 

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


Second Quarter 2016 Financial Results

Net revenues

Total net revenues were $99.0 million in the second quarter of 2016, an increase of 222% from $30.7 million in the second quarter of 2015.

Live video service, which was launched in the third quarter of 2015, continued its strong momentum and generated revenues of $57.9 million in the second quarter of 2016. The rapid growth in live video revenues is mainly because of the increase in paying users of live video service. Paying users of live video service for the second quarter of 2016 reached 1.3 million.

Mobile marketing revenues were $16.6 million in the second quarter of 2016, an increase of 146% from $6.7 million during the same period of 2015. The significant growth in mobile marketing business was driven by the improving efficiency of the Company’s proprietary in-feed marketing service launched in the second quarter of 2015, as well as more new customers and orders introduced by sales agents engaged since the third quarter of 2015, offset by weaker demand from brand marketers.

Membership subscription revenues were $15.6 million in the second quarter of 2016, an increase of 5% from $14.8 million during the same period of 2015. Members are Momo users who have paid the subscription fees for the membership services. The slight 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 3.2 million and 3.5 million as of June 30, 2016 and 2015, respectively.

Mobile games revenues were $7.4 million in the second quarter of 2016, a decrease of 3% from $7.7 million during the second quarter of 2015. The decrease in game revenues was mainly due to a lesser number of popular games were available on Momo’s platform in the second quarter 2016 as compared with the second quarter of 2015.

Cost and expenses

Costs and expenses were $85.2 million in the second quarter of 2016, an increase of 171% from $31.4 million in the second quarter of 2015. The increase was primarily attributable to: (a) an increase in revenue sharing with the broadcasters related to our live video service and the production costs in connection with Momo Live shows; (b) increase in marketing and promotional expenses to expand service accessibility and attract live video service users; (c) an increase in personnel related costs including share-based compensation expenses as a result of the Company’s rapidly expanding talent pool; (d) an increase in fees to payment channels resulting from higher volume of cash collection through such channels; and (e) increased infrastructure related spending, such as bandwidth costs and server depreciation as well as SMS and network costs, driven by more functions introduced on Momo’s platform.

 

2


Non-GAAP costs and expenses (note 1) were $77.3 million in the second quarter of 2016, an increase of 185% from $27.2 million during the same period last year.

Income (loss) from operations

Income from operations was $14.0 million in the second quarter of 2016, compared to a loss of $0.4 million during the same period last year.

Non-GAAP income from operations (note 1) was $21.8 million in the second quarter of 2016, compared to $3.8 million during the same period last year.

Net income

Net income attributable to Momo Inc. was $15.4 million in the second quarter of 2016, compared to $1.7 million during the same period last year.

Non-GAAP net income (note 1) attributable to Momo Inc. was $23.2 million in the second quarter of 2016, compared to $6.0 million during the same period last year.

Net income per ADS

Diluted net income per ADS was $0.08 in the second quarter of 2016, compared to $0.01 in the first second quarter of 2015.

Non-GAAP diluted net income per ADS (note 1) was $0.12 in the second quarter of 2016, compared to $0.03 in the second quarter of 2015.

Cash and cash flow

As of June 30, 2016, Momo’s cash, cash equivalents and term deposits totaled $503.5 million compared to $469.5 million as of December 31, 2015. Net cash provided by operating activities in the second quarter of 2016 was $42.6 million compared to $9.3 million for the same quarter of 2015.

First Half 2016 Financial Results

Net revenues for the first half of 2016 were $149.9 million, an increase of 163% from $57.1 million in the same period of 2015, primarily driven by the significant increase in net revenues from live video service, mobile marketing business, and membership subscription.

Net income attributable to Momo Inc. was $22.5 million in the first half of 2016, compared to $8.4 million during the same period of 2015, 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 $35.9 million in the first half of 2016, compared to $15.4 million during the same period of 2015.

Diluted net income per ADS was $0.11 during the first half of 2016, compared to $0.04 in the same period of 2015.

Non-GAAP diluted net income per ADS (note 1) was $0.18 during the first half of 2016, compared to $0.08 in the same period of 2015.

 

3


Net cash provided by operating activities was $48.2 million during the first half of 2016.

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, income from operations, net 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, August 16, 2016 at 8: 30 a.m. U.S. Eastern Daylight Time (8:30 p.m. Beijing / Hong Kong Time on August 16, 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

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

 

4


A telephone replay of the call will be available after the conclusion of the conference call through 8:30 a.m. U.S. Eastern Daylight Time, August 24, 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:           52050064

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, the Hani 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. Momo users are also able to enjoy live video on our 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 second quarter of 2016 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 second quarter of 2016 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 retain and 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     First half year  
   Ended June 30     ended June 30  
     2015     2016     2015     2016  

Net revenues:

        

Live video service

     —          57,912        —          73,490   

Mobile marketing

     6,733        16,569        12,777        28,927   

Membership subscription

     14,834        15,599        27,855        30,462   

Mobile games

     7,674        7,436        13,808        14,870   

Other services

     1,485        1,496        2,610        2,185   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     30,726        99,012        57,050        149,934   

Cost and expenses:

        

Cost of revenues

     (6,256     (42,252     (11,938     (62,482

Research and development

     (5,986     (7,789     (10,696     (14,679

Sales and marketing

     (14,826     (26,380     (21,605     (38,902

General and administrative

     (4,334     (8,741     (8,602     (15,248
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost and expenses

     (31,402     (85,162     (52,841     (131,311

Other operating income

     235        154        389        308   
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) Income from operations

     (441     14,004        4,598        18,931   

Interest income

     2,172        1,781        3,980        3,480   

Impairment loss on long-term investments

     —          (306     —          (306
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax and share of income on equity method investments

     1,731        15,479        8,578        22,105   

Income tax expenses

     (33     (352     (184     (906
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before share of income on equity method investments

     1,698        15,127        8,394        21,199   

Share of income on equity method investments

     7        285        10        1,264   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Momo Inc.

     1,705        15,412        8,404        22,463   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to ordinary shareholders

        

Basic

     0.00        0.04        0.02        0.06   

Diluted

     0.00        0.04        0.02        0.06   

Weighted average shares used in calculating net income per ordinary share

      

Basic

     344,273,028        379,031,710        332,454,848        367,107,794   

Diluted

     401,178,629        400,937,985        401,598,258        402,702,145   

 

7


Momo Inc.

Unaudited Condensed Consolidated Statement of Comprehensive Income

(US dollars in thousands, except per share data)

 

     Three months     First half year  
   ended June 30     ended June 30  
     2015     2016     2015      2016  

Net income attributable to Momo Inc.

     1,705        15,412        8,404         22,463   

Other comprehensive income, net of tax of nil

         

Foreign currency translation adjustment

     (31     (3,461     79         (2,861
  

 

 

   

 

 

   

 

 

    

 

 

 

Comprehensive income attributable to Momo Inc. shareholders

     1,674        11,951        8,483         19,602   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

8


Momo Inc.

Unaudited Condensed Consolidated Balance Sheets

( US dollars in thousands)

 

     December 31      June 30  
   2015      2016  

Assets

     

Current assets

     

Cash and cash equivalents

     169,469         199,434   

Term deposits

     300,000         304,091   

Accounts receivable, net of allowance for doubtful accounts of $nil and $nil as of December 31, 2015 and June 30, 2016, respectively

     14,896         21,522   

Prepaid expenses and other current assets

     18,297         20,101   

Amount due from related parties

     1,175         1,282   
  

 

 

    

 

 

 

Total current assets

     503,837         546,430   

Property and equipment, net

     16,259         14,741   

Rental deposits

     743         871   

Long term investments

     19,318         30,277   

Other non-current assets

     2,000         —     
  

 

 

    

 

 

 

Total assets

     542,157         592,319   
  

 

 

    

 

 

 

Liabilities and equity

     

Current liabilities

     

Accounts payable

     10,445         23,923   

Deferred revenue

     28,274         32,937   

Accrued expenses and other current liabilities

     26,694         25,663   

Amount due to related parties

     6,532         6,706   
  

 

 

    

 

 

 

Total current liabilities

     71,945         89,229   

Other non-current liabilities

     1,826         1,518   
  

 

 

    

 

 

 

Total liabilities

     73,771         90,747   

Shareholder’s equity (Note a)

     468,386         501,572   
  

 

 

    

 

 

 

Total liabilities and shareholder’s equity

     542,157         592,319   
  

 

 

    

 

 

 

Note a: As of June 30, 2016, the number of ordinary shares issued and outstanding was 385,307,903.

 

9


Momo Inc.

Unaudited Condensed Consolidated Statement of Cash Flows

(US dollars in thousands)

 

     Three months     First half year  
     Ended June 30     ended June 30  
     2015     2016     2015     2016  

Cash flows from operating activities:

        

Net income attributable to Momo Inc.

     1,705        15,412        8,404        22,463   

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation of property and equipment

     1,529        2,048        2,771        4,111   

Share-based compensation

     4,252        7,815        6,995        13,460   

Investing income

     (7     (285     (10     (1,264

Impairment loss on long-term investments

     —          306        —          306   

Loss on disposal of property and equipment

     —          4        5        5   

Changes in operating assets and liabilities:

        

Accounts receivable

     (4,426     (4,163     (10,099     (7,122

Prepaid expenses and other current assets

     (7,328     (3,980     (10,176     (1,969

Amount due from related parties

     711        (271     (1,782     (140

Rental deposits

     546        (20     603        (147

Accounts payable

     2,593        6,761        3,512        13,509   

Income tax payable

     (151     —          —          —     

Deferred revenue

     2,603        7,157        5,964        5,477   

Accrued expenses and other current liabilities

     7,353        12,004        9,541        (370

Amount due to related parties

     79        (2     148        179   

Other non-current liabilities

     (154     (154     2,136        (308
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     9,305        42,632        18,012        48,190   

Cash flows from investing activities:

        

Purchase of property and equipment

     (3,347     (1,713     (5,367     (2,515

Proceeds from disposal of property and equipment

     —          36        —          38   

Payment for long term investments

     (3,627     —          (7,235     (8,529

Prepayment of long term investments

     (806     —          (806     —     

Purchase of term deposits

     —          (50,091     (350,000     (319,377

Cash received on maturity of term deposits

     —          15,313        —          315,313   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (7,780     (36,455     (363,408     (15,070

Cash flows from financing activities:

        

Proceeds from exercise of options

     162        108        162        138   

Deferred payment of purchase of property and equipment

     —          (160     —          (293

Payment for IPO costs

     (500     —          (2,634     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (338     (52     (2,472     (155

Effect of exchange rate on cash and cash equivalents

     (14     (3,163     39        (3,000
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     1,173        2,962        (347,829     29,965   

Cash and cash equivalent at beginning of period

     101,966        196,472        450,968        169,469   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalent at end of period

     103,139        199,434        103,139        199,434   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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, (loss) income from operations, and net income to comparable GAAP measures.

 

     Three months     Three months  
   ended June 30, 2015     ended June 30, 2016  
     GAAP     Adjustments     Non-
GAAP
    GAAP     Adjustments     Non-
GAAP
 

Cost and operating expenses

     (31,402     4,252 (a)      (27,150     (85,162     7,815 (b)      (77,347

(Loss) income from operations

     (441     4,252 (a)      3,811        14,004        7,815 (b)      21,819   

Net income attributable to Momo Inc.

     1,705        4,252 (a)      5,957        15,412        7,815 (b)      23,227   
     First half year     First half year  
   ended June 30, 2015     ended June 30, 2016  
     GAAP     Adjustments     Non-
GAAP
    GAAP     Adjustments     Non-
GAAP
 

Cost and operating expenses

     (52,841     6,995 (c)      (45,846     (131,311     13,460 (d)      (117,851

Income from operations

     4,598        6,995 (c)      11,593        18,931        13,460 (d)      32,391   

Net income attributable to Momo Inc.

     8,404        6,995 (c)      15,399        22,463        13,460 (d)      35,923   

Notes:

 

(a) Adjustments to exclude share-based compensation of $4,252 from the unaudited condensed consolidated statements.
(b) Adjustments to exclude share-based compensation of $7,815 from the unaudited condensed consolidated statements.
(c) Adjustments to exclude share-based compensation of $6,995 from the unaudited condensed consolidated statements.
(d) Adjustments to exclude share-based compensation of $13,460 from the unaudited condensed consolidated statements.

 

11