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 2017

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  ☒              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 22, 2017


Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Momo Announces Unaudited Financial Results for the Second Quarter 2017

BEIJING, CHINA, August 22, 2017 – 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 2017.

Second Quarter 2017 Highlights

 

    Net revenues increased 215% year over year to $312.2 million.

 

    Net income attributable to Momo Inc. increased to $60.8 million in the second quarter of 2017 from $15.4 million in the same period last year.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) increased 218% to $73.8 million in second quarter of 2017 from $23.2 million in the same period last year.

 

    Diluted net income per American Depositary Share (“ADS”) was $0.29, compared to $0.08 in the same period last year.

 

    Non-GAAP diluted net income per ADS (note 1) was $0.35, compared to $0.12 in the same period last year.

 

    Monthly Active Users (“MAU”)1 were 91.3 million in June 2017, compared to 74.8 million in June 2016

First Half 2017 Highlights

 

    Net revenues increased 285% year over year to $577.5 million for the first half of 2017.

 

    Net income attributable to Momo Inc. was $142.0 million for the first half of 2017, compared with $22.5 million during the same period of 2016.

 

    Non-GAAP net income attributable to Momo Inc. (note 1) was $164.5 million for the first half of 2017, compared with $35.9 million during the same period of 2016.

 

    Diluted net income per ADS was $0.69 for the first half of 2017, compared with $0.11 million during the same period of 2016.

 

    Non-GAAP diluted income per ADS (note 1) was $0.80 for the first half of 2017, compared with $0.18 million during the same period of 2016.

“I’m pleased that we delivered another strong quarter to our shareholders. User base growth continued to accelerate, driven by the expansion of our video content ecosystem. The usage of short video service has reached new milestones and revenues from live video service has hit new record highs”, commented Yan Tang, Chairman and CEO of Momo. “More importantly, with the newly launched 8 series, we have moved on to make new explorations and innovations in the social and entertainment territories. We believe these pioneering efforts will allow us to capture the many emerging opportunities that we are seeing on the horizon and thus will help us build longer term growth drivers for the Company.”

 

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. The active users on Hani, the Company’s stand-alone live video application, were not included in the MAU disclosed herein.

 

1


Second Quarter 2017 Financial Results

Net revenues

Total net revenues were $312.2 million in the second quarter of 2017, an increase of 215% from $99.0 million in the second quarter of 2016.

Live video service continued its momentum and generated revenues of $259.4 million in the second quarter of 2017. The rapid growth in live video revenues was largely contributed by the increase in the quarterly paying users, which was 4.1 million for the second quarter of 2017, and to a lesser extent, the increase in the average revenues per paying user per quarter.

Value-added service revenues mainly include membership subscription revenues and virtual gift revenues, the latter of which we launched in the fourth quarter of 2016 to enrich communication experience among users. The total value-added service revenues were $24.6 million in the second quarter of 2017, an increase of 58% from $15.6 million during the same period of 2016. The year over year increase was primarily driven by the increase in the number of paying users and the increase in the average revenues per paying user per quarter as a result of that we introduced more value-added services to our users. Total paying users of our value-added service were 4.5 million and 3.2 million as of June 30, 2017 and 2016, respectively.

Mobile marketing revenues were $19.0 million in the second quarter of 2017, an increase of 15% from $16.6 million during the same period of 2016. The growth in mobile marketing business was driven by better sell-through of our existing advertisement inventories.

Mobile games revenues were $9.1 million in the second quarter of 2017, an increase of 23% from $7.4 million during the second quarter of 2016. The increase in game revenues was mainly due to the contribution of a self-developed game, for which we recognized revenue on a gross basis.

Cost and expenses

Cost and expenses were $246.0 million in the second quarter of 2017, an increase of 189% from $85.2 million in the second quarter of 2016. The increase was primarily attributable to: (a) an increase in revenue sharing with the broadcasters related to our live video service and virtual gift recipients; (b) increase in marketing and promotional expenses to enhance our brand awareness, attract users and promote the live video service; (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 a higher volume of cash collection through such channels; and (e) increased infrastructure related spending, such as bandwidth costs and server depreciation costs, driven by more functions introduced on Momo’s platform.

Non-GAAP cost and expenses (note 1) were $233.0 million in the second quarter of 2017, an increase of 201% from $77.3 million during the same period last year.

Other operating income

Other operating income was $7.6 million in the second quarter of 2017, a significant increase from $0.2 million during the second quarter of 2016. The increase was mainly due to government incentives received in the second quarter of 2017.

 

2


Income from operations

Income from operations was $73.7 million in the second quarter of 2017, compared to $14.0 million during the same period last year.

Non-GAAP income from operations (note 1) was $86.7 million in second quarter of 2017, compared to $21.8 million during the same period last year.

Income tax expenses

Income tax expenses were $13.9 million in the second quarter of 2017, increased from $0.4 million in the second quarter of 2016. The increase was mainly because the tax holiday of one of our major profit generating entities changed from 100% exemption to 50% exemption of income tax.

Net income

Net income attributable to Momo Inc. was $60.8 million in the second quarter of 2017, compared to $15.4 million during the same period last year.

Non-GAAP net income (note 1) attributable to Momo Inc. was $73.8 million in the second quarter of 2017, compared to $23.2 million during the same period last year.

Net income per ADS

Diluted net income per ADS was $0.29 in the second quarter of 2017, compared to $0.08 in the second quarter of 2016.

Non-GAAP diluted net income per ADS (note 1) was $0.35 in the second quarter of 2017, compared to $0.12 in the second quarter of 2016.

Cash and cash flow

As of June 30, 2017, Momo’s cash, cash equivalents and term deposits totaled $846.3 million, compared to $651.3 million as of December 31, 2016. Net cash provided by operating activities in the second quarter of 2017 was $108.1 million, compared to $42.6 million for the same quarter of 2016.

First Half 2017 Financial Results

Net revenues for the first half of 2017 were $577.5 million, an increase of 285% from $149.9 million in the same period of 2016, primarily driven by the significant increase in net revenues from live video service, value-added service, mobile marketing business, and mobile games.

Net income attributable to Momo Inc. was $142.0 million in the first half of 2017, compared to $22.5 million during the same period of 2016.

Non-GAAP net income attributable to Momo Inc. (note 1) was $164.5 million in the first half of 2017, compared to $35.9 million during the same period of 2016.

Diluted net income per ADS was $0.69 during the first half of 2017, compared to $0.11 in the same period of 2016.

 

3


Non-GAAP diluted net income per ADS (note 1) was $0.80 during the first half of 2017, compared to $0.18 in the same period of 2016.

Net cash provided by operating activities was $203.4 million during the first half of 2017, compared to $48.2 in the same period of 2016.

Business Outlook

For the third quarter of 2017, the Company expects total net revenues to be between $337.0 million and $342.0 million, representing a year-over-year increase of 115% to 118%. These estimates reflect the Company’s current and preliminary view, which is subject to change.

Appointment of Chief Technology Officer

The Company has recently appointed Mr. Chunlai Wang as its chief technology officer. Prior to his appointment as Momo’s chief technology officer, Mr. Wang had served as the vice president of technology of Momo since April 2015. From June 2014 to April 2015, Mr. Wang served as the technology director of Momo. Before that, he had been in charge of the technology team of Momo since June 2013 and had been actively involved in the development of key technological infrastructures of Momo since he joined the Company in February 2012. Prior to joining Momo, Mr. Wang served as an engineer and a senior engineer in NetEase between September 2010 and February 2012. From March 2009 to September 2010, he co-founded a business dedicated to semantic search services. Mr. Wang received his master’s degree in engineering from Peking University in July 2013, and his bachelor’s degree from Beijing Jiaotong University in June 2009.

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.

 

4


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 22, 2017 at 8: 00 a.m. U.S. Eastern Time (8:00 p.m. Beijing / Hong Kong Time on August 22, 2017).

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

Passcode: Momo

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, August 31, 2017. The dial-in details for the replay are as follows:

International: +61-2-8199 0299

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

Passcode: 60708123

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.

 

5


For investor and media inquiries, please contact:

Momo Inc.

Investor Relations

Phone: +86-10-5731-0538

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

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 management quotes and our financial outlook for the third quarter of 2017.

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 2017 are preliminary, unaudited and subject to audit adjustment. In addition, we may not meet our financial outlook for the third quarter of 2017 and 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.

 

6


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.

 

7


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  
     2016     2017     2016     2017  

Net revenues:

        

Live video service

     57,912       259,417       73,490       471,994  

Value-added service

     15,599       24,636       30,462       47,503  

Mobile marketing

     16,569       19,018       28,927       36,907  

Mobile games

     7,436       9,143       14,870       20,704  

Other services

     1,496       10       2,185       354  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     99,012       312,224       149,934       577,462  

Cost and expenses:

        

Cost of revenues

     (42,252     (150,668     (62,482     (271,112

Research and development

     (7,789     (10,317     (14,679     (18,876

Sales and marketing

     (26,380     (69,084     (38,902     (103,081

General and administrative

     (8,741     (15,978     (15,248     (28,078
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost and expenses

     (85,162     (246,047     (131,311     (421,147

Other operating income

     154       7,569       308       8,474  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     14,004       73,746       18,931       164,789  

Interest income

     1,781       4,628       3,480       8,380  

Impairment loss on long-term investments

     (306     (4,386     (306     (4,386
  

 

 

   

 

 

   

 

 

   

 

 

 

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

     15,479       73,988       22,105       168,783  

Income tax expenses

     (352     (13,938     (906     (29,715
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before share of income on equity method investments

     15,127       60,050       21,199       139,068  

Share of income on equity method investments

     285       514       1,264       2,697  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     15,412       60,564       22,463       141,765  
  

 

 

   

 

 

   

 

 

   

 

 

 

Less: net loss attributable to non-controlling interest

     —         (198     —         (205
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Momo Inc.

     15,412       60,762       22,463       141,970  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per share attributable to ordinary shareholders

        

Basic

     0.04       0.15       0.06       0.36  

Diluted

     0.04       0.15       0.06       0.34  

Weighted average shares used in calculating net income per ordinary share

        

Basic

     379,031,710       394,579,193       367,107,794       392,220,292  

Diluted

     400,937,985       416,635,812       402,702,145       413,773,272  

 

8


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  
     2016     2017     2016     2017  

Net income

     15,412       60,564       22,463       141,765  

Other comprehensive income (loss), net of tax of nil

Foreign currency translation adjustment

     (3,461     6,680       (2,861     8,943  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     11,951       67,244       19,602       150,708  

Less: comprehensive loss attributed to the non-controlling interest

     —         (200     —         (207
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Momo Inc. shareholders

     11,951       67,444       19,602       150,915  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

9


Momo Inc.

Unaudited Condensed Consolidated Balance Sheets

( US dollars in thousands)

 

     December 31      June 30  
   2016      2017  

Assets

     

Current assets

     

Cash and cash equivalents

     257,564        443,088  

Term deposits

     393,759        403,255  

Accounts receivable, net of allowance for doubtful accounts of $nil and $85 as of December 31, 2016 and June 30, 2017, respectively

     36,078        37,171  

Prepaid expenses and other current assets

     32,592        46,789  

Deferred tax assets, current

     72        —    

Amount due from related parties

     88        610  
  

 

 

    

 

 

 

Total current assets

     720,153        930,913  

Property and equipment, net

     13,932        24,004  

Intangible assets

     —          7,210  

Rental deposits

     920        2,404  

Long term investments

     31,932        34,601  

Deferred tax assets, non-current

     208        213  

Other non-current assets

     2,593        793  
  

 

 

    

 

 

 

Total assets

     769,738        1,000,138  
  

 

 

    

 

 

 

Liabilities and equity

     

Current liabilities

     

Accounts payable

     40,457        56,376  

Deferred revenue

     41,277        43,621  

Accrued expenses and other current liabilities

     39,965        66,516  

Amount due to related parties

     8,117        9,394  

Income tax payable

     3,881        11,957  
  

 

 

    

 

 

 

Total current liabilities

     133,697        187,864  

Deferred tax liabilities, non-current

     —          1,803  

Other non-current liabilities

     2,022        2,815  
  

 

 

    

 

 

 

Total liabilities

     135,719        192,482  

Shareholder’s equity (Note a)

     634,019        807,656  
  

 

 

    

 

 

 

Total liabilities and shareholder’s equity

     769,738        1,000,138  
  

 

 

    

 

 

 

Note a: As of June 30, 2017, the number of ordinary shares issued and outstanding was 395,761,291.

 

10


Momo Inc.

Unaudited Condensed Consolidated Statement of Cash Flows

(US dollars in thousands)

 

     Three months     First half year  
     ended June 30     ended June 30  
     2016     2017     2016     2017  

Cash flows from operating activities:

        

Net income

     15,412       60,564       22,463       141,765  

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

        

Depreciation of property and equipment

     2,048       2,463       4,111       4,585  

Amortization of intangible assets

     —         183       —         183  

Share-based compensation

     7,815       12,998       13,460       22,507  

Share of income on equity method investments

     (285     (514     (1,264     (2,697

Impairment loss on long-term investments

     306       4,386       306       4,386  

Loss (income) on disposal of property and equipment

     4       (2     5       (2

Provision of allowance for doubtful accounts

     —         85       —         85  

Changes in operating assets and liabilities:

        

Accounts receivable

     (4,163     (4,228     (7,122     (318

Prepaid expenses and other current assets

     (3,980     (8,041     (1,969     (12,616

Amount due from related parties

     (271     (176     (140     (513

Rental deposits

     (20     (271     (147     (1,440

Deferred tax assets

     —         —         —         73  

Other non-current assets

     —         (48     —         (781

Accounts payable

     6,761       5,165       13,509       11,621  

Income tax payable

     —         (1,754     —         8,043  

Deferred revenue

     7,157       1,757       5,477       1,333  

Accrued expenses and other current liabilities

     12,004       34,208       (370     25,276  

Amount due to related parties

     (2     1,463       179       1,208  

Deferred tax liability

     —         (46     —         (46

Other non-current liabilities

     (154     (109     (308     793  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     42,632       108,083       48,190       203,445  

Cash flows from investing activities:

        

Purchase of property and equipment

     (1,713     (4,140     (2,515     (11,344

Proceeds from disposal of property and equipment

     36       3       38       7  

Payment for long term investments

     —         (2,114     (8,529     (3,629

Consideration paid for assets acquisition

     —         (2,187     —         (2,765

Purchase of term deposits

     (50,091     (130,181     (319,377     (391,968

Cash received on maturity of term deposits

     15,313       79,502       315,313       384,109  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (36,455     (59,117     (15,070     (25,590

Cash flows from financing activities:

        

Proceeds from exercise of options

     108       111       138       410  

Deferred payment of purchase of property and equipment

     (160     (30     (293     (204
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (52     81       (155     206  

Effect of exchange rate on cash and cash equivalents

     (3,163     5,342       (3,000     7,463  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents

     2,962       54,389       29,965       185,524  

Cash and cash equivalent at beginning of period

     196,472       388,699       169,469       257,564  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalent at end of period

     199,434       443,088       199,434       443,088  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

11


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 June 30, 2016     ended June 30, 2017  
     GAAP     Adjustments     Non-
GAAP
    GAAP     Adjustments     Non-
GAAP
 

Cost and operating expenses

     (85,162     7,815  (a)      (77,347     (246,047     12,998  (b)      (233,049

Income from operations

     14,004       7,815  (a)      21,819       73,746       12,998  (b)      86,744  

Net income attributable to Momo Inc.

     15,412       7,815  (a)      23,227       60,762       12,998  (b)      73,760  
     First half year     First half year  
   ended June 30, 2016     ended June 30, 2017  
     GAAP     Adjustments     Non-
GAAP
    GAAP     Adjustments     Non-
GAAP
 

Cost and operating expenses

     (131,311     13,460  (c)      (117,851     (421,147     22,507  (d)      (398,640

Income from operations

     18,931       13,460  (c)      32,391       164,789       22,507  (d)      187,296  

Net income attributable to Momo Inc.

     22,463       13,460  (c)      35,923       141,970       22,507  (d)      164,477  

Notes:

 

(a) Adjustments to exclude share-based compensation of $7,815 from the unaudited condensed consolidated statements.
(b) Adjustments to exclude share-based compensation of $12,998 from the unaudited condensed consolidated statements.
(c) Adjustments to exclude share-based compensation of $13,460 from the unaudited condensed consolidated statements.
(d) Adjustments to exclude share-based compensation of $22,507 from the unaudited condensed consolidated statements.

 

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