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 June 2015
Commission File Number: 001-36144
QUNAR CAYMAN ISLANDS LIMITED
17th Floor, Viva Plaza, Building 18, Yard 29,
Suzhou Street, Haidian District
Beijing 100080
The Peoples 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 o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
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.
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QUNAR CAYMAN ISLANDS LIMITED |
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By: |
/s/ Yilu Zhao |
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Name: |
Yilu Zhao |
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Title: |
Chief Financial Officer |
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Date: June 2, 2015 |
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2
Exhibit Index
Exhibit 99.1Qunar Reports First Quarter 2015 Financial Results
Exhibit 99.2Qunar and Silver Lake Announce Strategic Investment
Exhibit 99.3Qunar Announces Offering of American Depositary Shares
3
Exhibit 99.1
Qunar Reports First Quarter 2015 Financial Results
Fourth consecutive quarter of revenue growth at 100% or above
BEIJING, June 1, 2015 (GLOBE NEWSWIRE) Qunar Cayman Islands Limited (NASDAQ: QUNR) (Qunar or the Company), Chinas leading mobile and online travel platform, today announced its unaudited financial results for the first quarter ended March 31, 2015.
Highlights for the First Quarter of 2015
· Total revenues for the first quarter of 2015 were RMB671.1million (US$108.3 million), an increase of 100.0% year-on-year.
· Mobile revenues for the first quarter of 2015 were RMB398.5 million (US$64.3 million), an increase of 275.7% year-on-year, representing 59.4% of total revenues, compared to 31.6% in the corresponding period of 2014.
· Total Estimated Flight Ticket volume (TEFT) and Total Estimated Hotel Room-night volume (TEHR) for the first quarter of 2015 were 27.0 million and 10.7 million, respectively, an increase of 54.0% and 81.7% year-on-year.
Qunars momentum for revenue growth and market share expansion across business lines remained robust in Q1 2015 as our quarterly GMV expanded to over RMB30 billion for the first time, said Chenchao (CC) Zhuang, chief executive officer and co-founder of Qunar.
We are one of the largest e-commerce companies in China and the fastest growing, and this is the fourth consecutive quarter that our year-on-year revenue grew 100% or above, Mr. Zhuang added. Once again, mobile continued to be the key driver and now contributed 59.4% of our total revenues, thanks to our large and loyal mobile user base.
We will continue to capitalize the offline to mobile tailwind in the travel industry and to drive Qunars long-term growth with an aggressive and deliberate investment approach, said Yilu Zhao, Chief Financial Officer of Qunar.
First Quarter 2015 Financial Results
Total revenues for the first quarter of 2015 were RMB671.1 million (US$108.3 million), an increase of 100.0% year-on-year and 29.1% quarter-on-quarter.
Mobile revenues for the first quarter of 2015 were RMB398.5 million (US$64.3 million), an increase of 275.7% year-on-year, representing 59.4% of total revenues.
Flight and flight related revenues for the first quarter of 2015 were RMB457.3 million (US$73.8 million), an increase of 94.3% year-on-year and 32.8% quarter-on-quarter. Year-on-year flight and flight related revenue growth was primarily due to a 54.0% increase in TEFT and a 26.1% increase in revenue per ticket.
Accommodation reservation revenues were RMB128.3 million (US$20.7 million), an increase of 107.6% year-on-year and 25.5% quarter-on-quarter. Year-on-year accommodation reservation revenue growth was primarily due to an 81.7% increase in TEHR and 14.3% increase in revenue per room night.
Gross profit for the first quarter of 2015 was RMB490.5 million (US$79.1 million), an increase of 87.1% year-on-year. Gross margin for the first quarter of 2015 was 73.1%, compared to 78.1% for the corresponding period of 2014 and 73.5% for the fourth quarter of 2014. The year-on-year increase in gross profit during the quarter was primarily due to the significant increase in total revenues, and was partially offset by an increase in online payment processing fees.
Product development expenses for the first quarter of 2015 were RMB287.1 million (US$46.3 million), an increase of 136.7% year-on-year, primarily due to an increase in salary, welfare and other expenses associated with headcount increases. Excluding share-based compensation expenses, product development expenses were RMB267.5 million (US$43.2 million), an increase of 152.6% year-on-year, and accounted for 39.9% of total revenues, compared to 31.6% for the corresponding period of 2014 and 43.4% for the fourth quarter of 2014.
Product sourcing expenses for the first quarter of 2015 were RMB124.4 million (US$20.1 million), an increase of 219.5% year-on-year, primarily due to an increase in product sourcing headcount. Excluding share-based compensation expenses, product sourcing expenses were RMB123.3 million (US$19.9 million), an increase of 222.0% year-on-year, and accounted for 18.4% of total revenues, compared to 11.4% for the corresponding period of 2014 and 20.9% for the fourth quarter of 2014.
Sales and marketing expenses for the first quarter of 2015 were RMB327.9million (US$52.9 million), an increase of 150.7% year-on-year, primarily due to an increase in salary and welfare expenses as a result of increased headcount, as well as an increase in online marketing expenses and advertising and other promotion expenses. The headcount expenses under sales and marketing were primarily expenses related to personnel with operational functions, including our customer service staff, photographers, editors, and staff responsible for data analysis. Excluding share-based compensation expenses, sales and marketing expenses were RMB320.2 million (US$51.6 million), an increase of 148.7% year-on-year, and accounted for 47.7% of total revenues, compared to 38.4% for the corresponding period of 2014 and 52.9% for the fourth quarter of 2014.
General and administrative expenses for the first quarter of 2015 were RMB132.1 million (US$21.3 million), an increase of 68.6% year-on-year, primarily due to an increase in share-based compensation, salary and welfare expenses associated with headcount increases. Excluding share-based compensation expenses, general and administrative expenses were RMB70.6 million (US$11.4 million), an increase of 91.2% year-on-year, and accounted for 10.5% of total revenues, compared to 11.0% for the corresponding period of 2014 and 11.6% for the fourth quarter of 2014.
Online marketing expenses for the Companys Baidu Zhixin Cooperation for the first quarter of 2015 were RMB30.3 million (US$4.9 million), a decrease of 54.7% year-on-year. The decrease was primarily due to a significant decrease in Zhixin-related page views acquired during the period. Online marketing expenses from the Zhixin Cooperation Agreement were non-cash expenses and recognized ratably over the period of service required to earn each tranche of warrants based upon the estimated exercisable number of the Baidu warrants and the fair value of the warrants at each reporting date.
Operating loss for the first quarter of 2015 was RMB411.2 million (US$66.3 million), compared to RMB174.1 million in the corresponding period of 2014 and RMB666.6 million in the fourth quarter of 2014.
Operating loss on a non-GAAP basis, which excludes share-based compensation expenses of RMB89.9 million (US$14.5 million) and online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million), was RMB291.0 million (US$46.9 million) for the first quarter of 2015. Operating margin (non-GAAP) for the first quarter of 2015 was negative 43.4%, compared to negative 13.8% in the corresponding period of 2014 and negative 55.2% in the fourth quarter of 2014. The year-on-year increase in operating loss was mainly attributable to continued investment in product development and product sourcing to drive business growth, especially development of the Companys hotel direct business.
Fair value change in warrant liability for the first quarter of 2015 was RMB288.2 million (US$46.5 million), representing changes in the fair value of vested tranche of the Baidu warrants. Such warrants were granted in previous year and continuously accounted for as a liability when vested and exercisable in the first quarter of 2015 and therefore measured at fair value at every reporting period until they are exercised or settled. No warrants were vested in 2014 and hence there was no such fair value change in the corresponding period of 2014 and the fourth quarter of 2014, respectively.
Net loss attributable to Qunars shareholders for the first quarter of 2015 was RMB701.2 million (US$113.1 million), compared to RMB183.6 million in the corresponding period of 2014 and RMB675.5 million in the fourth quarter of 2014. The increase in net loss was primarily due to reasons mentioned above. Basic and diluted net loss per ADS for the first quarter of 2015 was RMB5.85 (US$0.96).
Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses of RMB89.9 million (US$14.5 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million) and fair value change in warrant liability of RMB288.2 million (US$46.5 million), for the first quarter of 2015 was RMB293.4 million (US$47.3 million), compared to adjusted net loss of RMB55.7 million in the corresponding period of 2014 and adjusted net loss of RMB295.9 million in the fourth quarter of 2014.
Adjusted EBITDA (non-GAAP), defined as net loss before income tax expense, depreciation and amortization, interest expense, further adjusted to exclude share-based compensation expenses of RMB89.9 million (US$14.5 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million), fair value change in warrant liability of RMB288.2 million (US$46.5 million), for the first quarter of 2015 was negative RMB262.5 million (US$42.4 million), compared to negative RMB45.8 million in the corresponding period of 2014 and negative RMB268.8 million in the fourth quarter of 2014.
As of March 31, 2015, Qunar had cash and cash equivalents, restricted cash and funds receivable of RMB1.4 billion (US$232.3 million). Qunar entered into a US$300 million revolving credit facility agreement with Baidu on February 27, 2014. The agreement has a term of three years and any drawdown bears an annual interest rate of 90% of the benchmark lending rate published by the Peoples Bank of China and shall be repaid within three years from the drawdown date. We may repay our outstanding debt obligation at maturity either by cash or by our shares. The applicable share conversion price will be determined by the prevailing share price at the maturity date. On March 12 and May 4, 2015, Qunar drew down RMB507 million and RMB627 million, respectively, from Baidu according to the revolving credit facility agreement with the plan to use the funds for the Companys operational and investment needs. As of April 30, 2015, Qunar had 224,299,179 Class A ordinary shares and 136,123,641 Class B ordinary shares outstanding.
Recent Events
On May 8, 2015, we received an unsolicited offer from Ctrip.com International, Ltd., or Ctrip, to acquire all of our outstanding shares. After careful consideration of such offer, we declined to pursue it in a letter response dated June 1, 2015. However, consistent with our policy to consider all potential strategic opportunities that may benefit our company and our shareholders, we remain open to engaging in further discussions with Ctrip as well as with other strategic players in our sector.
On June 1, 2015, Baidu and we agreed to terminate the Zhixin cooperation agreement with immediate effect. We believe the termination is in the best interests of the shareholders of both companies. Under this agreement, in consideration of the Zhixin page views Baidu delivered to us in 2014, Baidu was granted warrants exercisable for 11.45 million of our class B ordinary shares and Baidu fully exercised such warrants today. There will be no additional warrants granted to Baidu under this agreement. In connection with the termination of the Zhixin cooperation agreement, Baidu agreed to pay us a fee of RMB207 million. Baidus undertaking and support for us, including their non-compete commitment in the travel space, will remain unchanged after the termination of the Zhixin cooperation agreement, and we do not expect the termination of this agreement to have any material impact upon our operations or financial condition.
On June 1, 2015, we also entered into a business cooperation agreement with Baidu, under which Baidu has agreed to grant Qunar an exclusive right to integrate hotel information and products into the PC and mobile app versions of Baidu Maps. Under this agreement, Qunar will display location-based hotel data through the Baidu Maps interface. Users can click on the displayed hotels to view hotels and to complete bookings. This cooperation will allow Qunar and Baidu to serve travelers with highly relevant real-time hotel information. This agreement will expire in May 2016 subject to the renewal negotiation between both parties.
Business Outlook
For the second quarter of 2015, Qunar expects year-on-year revenue growth in the estimated range of 105% to 110% and non-GAAP operating margin to be in the range of negative 90% to 100%, in comparison to negative 43.4% in the first quarter of 2015. The significant quarter-on-quarter increase in operating expenses is primarily due to stepped up discretionary expenditures to acquire new mobile users through offline channels, and to a lesser extent, increase in per person headcount expenses based on a relatively stable staff size. Such offline marketing activities are expected to continue for the remainder of 2015 as the company continues to increase rapidly its mobile user base. Corresponding revenue growth is expected to be meaningfully less than the increase in marketing expenses in 2015, resulting in a decrease in non-GAAP operating margins. The trend in year-on-year revenue growth and the non-GAAP operating margin for Q2 are expected to continue for the fiscal year 2015. Qunar continues to expect to turn profitable on a quarterly non-GAAP EBIT basis, by the end 2016. These forecasts reflect Qunars current and preliminary view based on current market and operating conditions, which is subject to change, and such change may be material.
Conference Call
Qunars management will hold an earnings conference call at 8:00 PM on June 1, 2015, U.S. Eastern Time (8:00 AM on June 2, 2015, Beijing/Hong Kong Time).
Dial-in details for the earnings conference call are as follows:
International: |
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+65-6823-2299 |
U.S.: |
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+1-631-514-2526 |
UK: |
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+44-20-3078-7622 |
Hong Kong: |
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+852-5808-3202 |
Mainland China: |
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400-120-0539 |
Passcode for all regions: 2556751
A replay of the conference call may be accessed by phone at the following number until June 9, 2015:
International: |
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+61-2-9641-7900 |
Passcode: |
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2556751 |
Additionally, a live and archived webcast of this conference call will be available at http://investor.qunar.com.
Forward-looking Statements
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, confident and similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Qunars strategic and operational plans, contain forward-looking statements. Qunar may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Qunars 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: the Companys goals and strategies; its
future business development, financial condition and results of operations; the expected growth of the online travel markets in China; the Companys expectations regarding demand for and market acceptance of its products and services; its expectations regarding our relationships with users and travel service providers; the execution of the business cooperation framework agreement with Baidu; its plans to invest in the technology platform; competition in our industry; fluctuations in general economic and business conditions in China; and relevant government policies and regulations relating to our industry. Further information regarding these and other risks is included in our prospectus and other documents filed with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and Qunar undertakes no duty to update such information, except as required under applicable law.
About Non-GAAP Financial Measures
To supplement Qunars consolidated financial results presented in accordance with United Statements Generally Accepted Accounting Principles (GAAP), Qunar also uses adjusted net income (loss), adjusted EBITDA and adjusted operating income (loss) as additional non-GAAP financial measures. These non-GAAP financial measures enable management to assess the Companys operating results without considering the impact of noncash charges, including share-based payments, depreciation and amortization, online marketing expenses from the Zhixin Cooperation Agreement and fair value change in warrant liability. Furthermore, these non-GAAP financial measures eliminate the impact of items that Qunar does not consider indicative of the performance of its business.
Qunar presents these non-GAAP financial measures because they are used by management to evaluate its operating performance, formulate business plans, and make strategic decisions on capital allocation. Qunar also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating its operating performance and consolidated results of operations in the same manner as management and in comparing financial results across accounting periods and to those of its peer companies. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. A limitation of using these non-GAAP financial measures is that these non-GAAP measures do not include all items that impact the Companys results of operations for the period. The table captioned Reconciliations of GAAP and non-GAAP Measures has more details on the reconciliations between GAAP financial measures that are most directly comparable to the non-GAAP financial measures.
Currency Convenience Translation
The United States dollar (US$) amounts disclosed in this press release are presented solely for the convenience of the reader. The conversion of Renminbi (RMB) into U.S. dollars is based on the exchange rate set forth in the H.10 statistical release of the Federal Reserve Bank of New York on March 31, 2015, which was RMB6.1990 to US$1.00. The Company makes no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. The percentages stated are calculated based on the RMB amounts.
About Qunar
Qunar is Chinas leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.
Qunar means where to go in Mandarin Chinese.
For more information, please visit http://ir.qunar.com.
For investor inquiries, please contact:
Xiaolu Zhu
Investor Relations
Qunar Cayman Islands Limited
Tel: +86-10-5764-6223
Email: ir@qunar.com
![GRAPHIC](g94078mm01i001.gif)
Qunar Cayman Islands Limited
Condensed Consolidated Balance Sheets
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December 31, |
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March 31, |
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March 31, |
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|
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2014 |
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2015 |
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2015 |
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(In thousands except for number of shares and per share data) |
|
RMB |
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RMB |
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USD |
|
|
|
Audited |
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Unaudited |
|
Unaudited |
|
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
812,972 |
|
634,629 |
|
102,376 |
|
Restricted cash |
|
236,929 |
|
361,193 |
|
58,266 |
|
Funds receivable |
|
413,084 |
|
444,225 |
|
71,661 |
|
Accounts receivable, net |
|
165,404 |
|
231,647 |
|
37,368 |
|
Due from related parties |
|
39,951 |
|
62,244 |
|
10,041 |
|
Prepayments and other current assets |
|
259,734 |
|
324,560 |
|
52,357 |
|
Deferred tax assets, current |
|
22,859 |
|
23,892 |
|
3,854 |
|
Total current assets |
|
1,950,933 |
|
2,082,390 |
|
335,923 |
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
Property and equipment, net |
|
149,307 |
|
164,360 |
|
26,514 |
|
Intangible assets,net |
|
2,849 |
|
12,639 |
|
2,039 |
|
Goodwill |
|
|
|
10,755 |
|
1,735 |
|
Long-term Investment |
|
103,175 |
|
412,216 |
|
66,497 |
|
Other non-current assets |
|
61,453 |
|
67,195 |
|
10,840 |
|
Total non-current assets |
|
316,784 |
|
667,165 |
|
107,625 |
|
|
|
|
|
|
|
|
|
Total assets |
|
2,267,717 |
|
2,749,555 |
|
443,548 |
|
|
|
|
|
|
|
|
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LIABILITIES AND DEFICIT |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Current liabilities: |
|
|
|
|
|
|
|
Customer advances and deposits |
|
258,992 |
|
276,634 |
|
44,626 |
|
Due to related parties |
|
6,305 |
|
530,531 |
|
85,583 |
|
Accounts payable |
|
19,813 |
|
34,290 |
|
5,532 |
|
Salaries and welfare payable |
|
201,433 |
|
257,257 |
|
41,500 |
|
Income tax payable |
|
22,821 |
|
23,815 |
|
3,842 |
|
Accrued expenses and other current liabilities |
|
1,155,547 |
|
1,304,157 |
|
210,381 |
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Warrant liability |
|
701,776 |
|
1,017,898 |
|
164,204 |
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Total current liabilities |
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2,366,687 |
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3,444,582 |
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555,668 |
|
|
|
|
|
|
|
|
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Non-current liabilities: |
|
|
|
|
|
|
|
Deferred tax liability, non-current |
|
|
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1,408 |
|
227 |
|
Non-current liabilities |
|
71,616 |
|
74,178 |
|
11,966 |
|
Total non-current liabilities |
|
71,616 |
|
75,586 |
|
12,193 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
2,438,303 |
|
3,520,168 |
|
567,861 |
|
|
|
|
|
|
|
|
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Deficit: |
|
|
|
|
|
|
|
Class A ordinary shares |
|
1,426 |
|
1,426 |
|
230 |
|
Class B ordinary shares |
|
831 |
|
839 |
|
135 |
|
Additional paid-in capital |
|
2,069,313 |
|
2,161,167 |
|
348,632 |
|
Accumulated other comprehensive income |
|
4,163 |
|
6,617 |
|
1,067 |
|
Accumulated deficit |
|
(2,246,319 |
) |
(2,947,552 |
) |
(475,488 |
) |
Total Qunar Cayman Islands Limiteds shareholders deficit |
|
(170,586 |
) |
(777,503 |
) |
(125,424 |
) |
|
|
|
|
|
|
|
|
Noncontrolling Interests |
|
|
|
6,890 |
|
1,111 |
|
|
|
|
|
|
|
|
|
Total deficit |
|
(170,586 |
) |
(770,613 |
) |
(124,313 |
) |
|
|
|
|
|
|
|
|
Total liabilities and deficit |
|
2,267,717 |
|
2,749,555 |
|
443,548 |
|
Qunar Cayman Islands Limited
Condensed Consolidated Statements of Operations
|
|
Three Months Ended |
|
|
|
March 31, |
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December 31, |
|
March 31, |
|
March 31, |
|
|
|
2014 |
|
2014 |
|
2015 |
|
2015 |
|
(In thousands except for number of shares and per share(ADS) data) |
|
RMB |
|
RMB |
|
RMB |
|
USD |
|
|
|
Unaudited |
|
Unaudited |
|
Unaudited |
|
Unaudited |
|
Revenues(*) |
|
|
|
|
|
|
|
|
|
Flight and flight related |
|
235,375 |
|
344,427 |
|
457,266 |
|
73,765 |
|
Accommodation reservation |
|
61,802 |
|
102,198 |
|
128,288 |
|
20,695 |
|
Display advertising services |
|
15,566 |
|
26,742 |
|
21,135 |
|
3,409 |
|
Other services |
|
22,729 |
|
46,391 |
|
64,387 |
|
10,387 |
|
Total revenues |
|
335,472 |
|
519,758 |
|
671,076 |
|
108,256 |
|
Cost of Revenues |
|
(73,347 |
) |
(137,679 |
) |
(180,547 |
) |
(29,125 |
) |
Gross profit |
|
262,125 |
|
382,079 |
|
490,529 |
|
79,131 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
Product developments (Note 1) |
|
(121,278 |
) |
(242,101 |
) |
(287,117 |
) |
(46,317 |
) |
Product sourcing (Note 1) |
|
(38,919 |
) |
(110,557 |
) |
(124,352 |
) |
(20,060 |
) |
Sales and marketing (Note 1) |
|
(130,788 |
) |
(278,850 |
) |
(327,855 |
) |
(52,888 |
) |
General and administrative (Note 1) |
|
(78,324 |
) |
(102,893 |
) |
(132,061 |
) |
(21,304 |
) |
Online marketing expense for Baidu Zhixin Cooperation |
|
(66,946 |
) |
(249,820 |
) |
(30,295 |
) |
(4,887 |
) |
Contract termination loss provision |
|
|
|
(64,485 |
) |
|
|
|
|
Operating loss |
|
(174,130 |
) |
(666,627 |
) |
(411,151 |
) |
(66,325 |
) |
Interest income, net |
|
10,087 |
|
4,677 |
|
521 |
|
84 |
|
Foreign exchange loss, net |
|
(17,423 |
) |
(7,452 |
) |
(958 |
) |
(155 |
) |
Other income, net |
|
191 |
|
1,720 |
|
1,943 |
|
314 |
|
Fair value change in warrant liability |
|
|
|
|
|
(288,226 |
) |
(46,496 |
) |
Loss before income taxes |
|
(181,275 |
) |
(667,682 |
) |
(697,871 |
) |
(112,578 |
) |
Income tax expense |
|
(2,304 |
) |
(7,780 |
) |
(3,878 |
) |
(626 |
) |
Net loss |
|
(183,579 |
) |
(675,462 |
) |
(701,749 |
) |
(113,204 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interests |
|
|
|
|
|
516 |
|
83 |
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Qunar Cayman Islands Limited |
|
(183,579 |
) |
(675,462 |
) |
(701,233 |
) |
(113,121 |
) |
|
|
|
|
|
|
|
|
|
|
Loss per share for ordinary shares: |
|
|
|
|
|
|
|
|
|
Net loss per ordinary sharebasic |
|
(0.54 |
) |
(1.89 |
) |
(1.95 |
) |
(0.32 |
) |
Net loss per ordinary sharediluted |
|
(0.54 |
) |
(1.89 |
) |
(1.95 |
) |
(0.32 |
) |
|
|
|
|
|
|
|
|
|
|
Loss per ADS(each ADS represents three class B ordinary shares): |
|
|
|
|
|
|
|
|
|
Net loss per ADSbasic |
|
(1.62 |
) |
(5.67 |
) |
(5.85 |
) |
(0.96 |
) |
Net loss per ADSdiluted |
|
(1.62 |
) |
(5.67 |
) |
(5.85 |
) |
(0.96 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares: |
|
|
|
|
|
|
|
|
|
Class A ordinary shares |
|
|
|
|
|
|
|
|
|
Basic |
|
302,850,254 |
|
238,411,887 |
|
224,299,179 |
|
224,299,179 |
|
Diluted |
|
302,850,254 |
|
238,411,887 |
|
224,299,179 |
|
224,299,179 |
|
|
|
|
|
|
|
|
|
|
|
Class B ordinary shares |
|
|
|
|
|
|
|
|
|
Basic |
|
39,332,950 |
|
118,570,933 |
|
134,557,237 |
|
134,557,237 |
|
Diluted |
|
342,183,204 |
|
356,982,820 |
|
358,856,416 |
|
358,856,416 |
|
|
|
|
|
|
|
|
|
|
|
Note 1: Includes share-based compensation expenses as follows: |
|
|
|
|
|
|
|
|
|
Product developments |
|
15,384 |
|
16,565 |
|
19,620 |
|
3,165 |
|
Product sourcing |
|
620 |
|
1,761 |
|
1,044 |
|
168 |
|
Sales and marketing |
|
2,063 |
|
4,127 |
|
7,699 |
|
1,242 |
|
General and administrative |
|
41,417 |
|
42,775 |
|
61,510 |
|
9,923 |
|
Total share-based compensation expenses |
|
59,484 |
|
65,228 |
|
89,873 |
|
14,498 |
|
* Staring from January 2015, we present our revenues by primary business lines of flight and flight related, accommodation reservation, display advertising services and other services. Comparative amounts for the prior periods have been reclassified to conform to the current period presentation.
Reconciliations of GAAP and non-GAAP measures (in thousands)
|
|
Three Months Ended |
|
|
|
March 31, |
|
December 31, |
|
March 31, |
|
March 31, |
|
|
|
2014 |
|
2014 |
|
2015 |
|
2015 |
|
|
|
RMB |
|
RMB |
|
RMB |
|
USD |
|
|
|
Unaudited |
|
Unaudited |
|
Unaudited |
|
Unaudited |
|
Net loss |
|
(183,579 |
) |
(675,462 |
) |
(701,749 |
) |
(113,204 |
) |
Add: |
|
|
|
|
|
|
|
|
|
Share-based compensation expenses |
|
59,484 |
|
65,228 |
|
89,873 |
|
14,498 |
|
Non-cash expenses relating to free user traffic contributed by Baidu |
|
1,490 |
|
|
|
|
|
|
|
Online marketing expense for Baidu Zhixin Cooperation |
|
66,946 |
|
249,820 |
|
30,295 |
|
4,887 |
|
Contract termination loss provision |
|
|
|
64,485 |
|
|
|
|
|
Fair Value change in warrant liability |
|
|
|
|
|
288,226 |
|
46,496 |
|
Adjusted net loss (non-GAAP)(*) |
|
(55,659 |
) |
(295,929 |
) |
(293,355 |
) |
(47,323 |
) |
Add: |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
2,304 |
|
7,780 |
|
3,878 |
|
626 |
|
Depreciation and amortization |
|
7,579 |
|
19,395 |
|
25,516 |
|
4,116 |
|
Interest expense |
|
|
|
|
|
1,420 |
|
229 |
|
Adjusted EBITDA (non-GAAP) (**) |
|
(45,776 |
) |
(268,754 |
) |
(262,541 |
) |
(42,352 |
) |
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
(174,130 |
) |
(666,627 |
) |
(411,151 |
) |
(66,325 |
) |
Add: |
|
|
|
|
|
|
|
|
|
Share-based compensation expenses |
|
59,484 |
|
65,228 |
|
89,873 |
|
14,498 |
|
Non-cash expenses relating to free user traffic contributed by Baidu |
|
1,490 |
|
|
|
|
|
|
|
Online marketing expense for Baidu Zhixin Cooperation |
|
66,946 |
|
249,820 |
|
30,295 |
|
4,887 |
|
Contract termination loss provision |
|
|
|
64,485 |
|
|
|
|
|
Adjusted operating loss(non-GAAP)(***) |
|
(46,210 |
) |
(287,094 |
) |
(290,983 |
) |
(46,940 |
) |
*Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation, contract termination loss provision and fair value change in warrant liability.
** Adjusted EBITDA (non-GAAP), defined as net loss before income taxes, interest expenses, depreciation and amortization, further adjusted to exclude share-based compensation expense, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation, contract termination loss provision and fair value change in warrant liability.
*** Adjusted operating loss(non-GAAP), defined as operating loss excluding share-based compensation expenses, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation and contract termination loss provision.
Exhibit 99.2
Qunar and Silver Lake Announce Strategic Investment
Investment will provide growth capital to Chinas leading mobile and online travel platform
Beijing and Hong Kong, June 1, 2015: Qunar (NASDAQ: QUNR) and Silver Lake, the global leader in technology investing, today announced that Silver Lake has led a strategic investment round totaling $500 million in the company in the form of 2% Senior Unsecured Convertible Notes with an initial conversion price of $55 per ADS. Silver Lake has made a $330 million investment, while another investor contributed $170 million. Qunar will use the capital to continue to expand its mobile presence, grow business lines and further enhance technology capabilities.
Silver Lakes technology-enabled travel industry expertise and strong track record in value creation make it the ideal partner for Qunar as we move into our next phase of growth, said Chenchao Zhuang, CEO of Qunar. The capital will help the company fuel its rapid expansion and pursue a leadership position in Chinas travel industry across all segments.
Qunar is a nimble, fast-growing leader in mobile and online travel bookings, with a technology-driven operating model that gives it a competitive advantage, said Silver Lake Managing Director Zheng Wang. Chinese consumers are spending more money on travel and are increasingly using mobile devices to book their travel related activities. We believe the company is well-positioned to address these secular trends, and under the leadership of Qunars strong senior management team, continue to deliver outstanding growth for the company.
About Qunar
Qunar is Chinas leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.
Qunar means where to go in Mandarin Chinese.
About Silver Lake
Silver Lake is the global leader in technology investing, with over $26 billion in combined assets under management and committed capital. The firms portfolio of investments collectively generates more than $85 billion of revenue annually and employs more than 200,000 people globally. Silver Lake has a team of approximately 100 investment and value creation professionals located in New York, Menlo Park, San Mateo, London, Hong Kong, Shanghai and Tokyo. The firms current portfolio includes leading technology and technology-enabled businesses such as Alibaba Group, Avago, Avaya, Dell, Global Blue, Go Daddy, Hillstone Networks, Intelsat, Interactive Data Corporation, Quorum Business Solutions, Red Ventures, Sabre, SMART Modular, SunGard, Vantage Data Centers, Virtu Financial and William Morris Endeavor. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.
Contacts
Qunar Cayman Islands Limited
Xiaolu Zhu
ir@qunar.com
+86 10 5764 6223
Silver Lake
Jason Golz
silverlake@brunswickgroup.com
+1 415 671 7676
Exhibit 99.3
Qunar Announces Offering of American Depositary Shares
BEIJING, June 1, 2015 (GLOBE NEWSWIRE) Qunar Cayman Islands Limited (NASDAQ: QUNR) (Qunar or the Company), Chinas leading mobile and online travel platform, today announced the commencement of a registered public offering of its American Depositary Shares (the ADSs), each representing three Class B ordinary shares, par value US$0.001 per share (the Ordinary Shares), by the Company.
The Company is offering an aggregate of 8,000,000 ADSs, representing 24,000,000 Ordinary Shares, subject to market conditions. The Company intends to grant to the underwriters a 30-day option to purchase up to an aggregate of 1,200,000 additional ADSs. The Company intends to use a majority of the net proceeds for general corporate purposes, including the acquisition of new users. The Company also may use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, the Company has not yet entered into any agreements or commitments for any specific acquisitions at this time.
Goldman Sachs (Asia) L.L.C. is acting as book-running manager for the offering and BofA Merrill Lynch is acting as co-manager.
The ADSs will be issued pursuant to an effective registration statement filed with the Securities and Exchange Commission (the SEC) on Form F-3 and available on the SECs website at www.sec.gov. A preliminary prospectus supplement and accompanying prospectus related to the ADS offering have been filed with the SEC and will be available on the SECs website at www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying prospectus related to the offering may also be obtained from Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus Department (telephone: 212-902-1171; e-mail: prospectus-ny@ny.email.gs.com).
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase, nor shall there be any sale of, any of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities have not been and will not be registered under the applicable securities laws of any jurisdiction outside of the United States of America.
Forward-looking Statements
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, confident and similar statements. Among other things, Qunars strategic and operational plans, contain forward-looking statements. Qunar may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Qunars 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: the Companys goals and strategies; its future business development, financial condition and results of operations; the expected growth of the online travel markets in China; the Companys expectations regarding demand for and market acceptance of its products and services; its expectations regarding our relationships with users and travel service providers; its plans to invest in the technology platform; competition in our industry; fluctuations in general economic and business conditions in China; and relevant government policies and regulations
relating to our industry. Further information regarding these and other risks is included in our prospectus and other documents filed with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and Qunar undertakes no duty to update such information, except as required under applicable law.
About Qunar
Qunar is Chinas leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.
Qunar means where to go in Mandarin Chinese.
For more information, please visit http://ir.qunar.com.
For investor inquiries, please contact:
Xiaolu Zhu
Investor Relations
Qunar Cayman Islands Limited
Tel: +86-10-5760-3609
Email: ir@qunar.com
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