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 2020

 

Commission File Number 001-39025

 


 

9F Inc.

(Translation of registrant’s name into English)

 


 

Jiufu Building, Rongxin Technology Center

Chaoyang District, Beijing 100102

People’s Republic of China

(Address of principal executive office)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover 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.

 

 

 

9F Inc.

 

 

 

 

 

 

By:

/s/Yanjun Lin

 

Name:

Yanjun Lin

 

Title:

Chief Financial Officer

 

 

 

Date: June 18, 2020

 

 

 

2


 

Exhibit Index

 

Exhibit 99.1—Press Release

 

3


Exhibit 99.1

 

9F Inc. Reports Fourth Quarter and Full Year 2019

Unaudited Financial Results

 

BEIJING, CHINA — June 17, 2020 —9F Inc. (“9F” or “the Company”) (Nasdaq: JFU), a leading digital financial account platform integrating and personalizing financial services in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2019.

 

Fourth Quarter 2019 Operational and Financial Highlights

 

·                  Loan origination volume1 was RMB14.3 billion (US$2.1 billion) in the fourth quarter of 2019, representing an increase of 62.4% from RMB8.8 billion in the same period of 2018. Loans funded by institutional funding partners2 accounted for 79.8% of total loan origination volume in the fourth quarter of 2019, an increase from 6.6% in the same period of 2018, and from 78.6% in the third quarter of 2019.

 

·                 Number of registered users3 was 101.4 million as of December 31, 2019, representing an increase of 40.2% from 72.4 million as of December 31, 2018 and an increase of 6.0% from 95.7 million as of September 30, 2019.

 

·                 Number of active borrowers4 was 1.0 million in the fourth quarter of 2019, representing an increase of 80.2% from 0.5 million in the same period of 2018.

 

·                 Outstanding loan balance5 was RMB76.0 billion (US$10.9 billion) as of December 31, 2019, representing an increase of 46.2% from RMB52.0 billion as of December 31, 2018.

 

·                  Total net revenues were RMB469.0 million (US$67.4 million) in the fourth quarter of 2019, representing a decrease of 54.4% from RMB1,027.8 million in the same period of 2018.

 

·                  Net loss was RMB2,863.1 million (US$411.3million) in the fourth quarter of 2019.

 

·                  Adjusted net loss6 was RMB2,656.5 million (US$381.6 million) in the fourth quarter of 2019.

 


(1)  “Loan origination volume” refers to the total amount of loans originated to the Company’s borrowers, including the loan origination volume under the Company’s revolving loan products, non-revolving loan products and direct lending program during a given period. Loan origination volume for loans funded by institutional funding partners, regardless of its nature of revolving or non-revolving loans, are counted towards loan origination volume under the Company’s direct lending program.

 

(2)  “Institutional funding partners” refers to banks and other institutions which have partnered with the Company on its direct lending program to fund loans originated to the Company’s borrowers.

 

(3)  “Registered users” at a certain point of time refers to the accumulative number of users who have registered their digital accounts with the Company (identified by registered mobile phone numbers) as of a certain point of time.

 

(4)  “Active borrowers” refers to, for a specified period, borrowers who made at least one borrowing transaction with the Company during that period.

 

(5)  “Outstanding loan balance” at a certain point of time refers to the total balance of outstanding principal of all the loan products, including revolving loan products, non-revolving loan products and loan products under the Company’s direct lending program as of a certain point of time. Outstanding loan balance for loans funded by institutional funding partners, regardless of its nature of revolving or non-revolving loan products, are counted towards outstanding loan balance under the Company’s direct lending program.

 

(6)  “Adjusted net income/(loss)” is a non-GAAP financial measure. For more information on this non-GAAP financial measure, please see the section of “Use of Non-GAAP Financial Measures” and the table captioned “Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

1


 

Fiscal Year 2019 Operational and Financial Highlights

 

·                  Loan origination volume was RMB55.1 billion (US$7.9 billion) in 2019, representing an increase of 20.9% from RMB45.6 billion in 2018. Loans funded by institutional funding partners accounted for 63.3% of total loan origination volume in 2019, an increase from 1.6% in 2018.

 

·                 Number of active borrowers was 2.8 million in 2019, an increase of 23.7% from 2.3 million in 2018.

 

·                  Total net revenues were RMB4,425.0 million (US$635.6 million) in 2019, representing a decrease of 20.4% from RMB5,556.5 million in 2018.

 

·                  Net loss was RMB2,153.6 million (US$309.4 million) in 2019.

 

·                  Adjusted net loss6 was RMB1,644.6million (US$236.2 million) in 2019.

 

Mr. Lei Sun, 9F’s Chairman and Chief Executive Officer, commented, “2019 was a transformative year for our company as we transitioned our business to a technology enablement platform. Our new model, which connects all participants— including financial institution partners, merchant partners and end-customers —uses technology to help improve user experience for all participants and facilitate more transactions. We are working with a number of different institutional funding partners to diversify our funding sources and grow our loan origination volumes. Of our total loan origination volume in the fourth quarter of 2019, institutional funding partners contributed 79.8%, which compares with just 6.6% for the same period of 2018.

 

We continue to develop new cloud-based technology to provide highly customized services to our users and partners, in particular licensed financial institutions. Meanwhile, by leveraging our experiences and skills in the domestic market, we continue to expand our footprint overseas throughout Southeast Asia.

 

In order to maintain compliance with industry regulations, we downsized our loan origination volumes and decreased the outstanding loan balance for loans under our online lending information intermediary services. We have also prepared ourselves to adapt to new regulations, and believe we are well-positioned for any regulatory changes.

 

Our registered users crossed the 100 million line as of December 31, 2019. We continue to explore new ways to enhance customer relationships, and provide convenient and personalized services beyond loan origination to better serve user needs. We have been rapidly developing our E-commerce channels since the end of 2019. We rebranded our online shopping platform of 9F One Mall (formerly known as the “One Card Mall”) to a wider user base, targeting customers of not only One Card users. We also connect more local life servicing consumption scenarios in connection with the verticals of health, entertainment, and tourism. We will continue to focus on expanding consumption scenarios to improve our ecosystem in 2020.

 

This year is clearly shaping up to be extremely challenging. In addition to the ongoing regulatory uncertainties, the COVID -19 pandemic has caused serious challenges for the global economy, financial markets and consumer behavior. Increasing unemployment, furloughs, and work-from-home arrangements have reduced consumption on the one hand, and weakened the repayment ability of our borrowers on the other hand. These have raised overall delinquency rates and caused banks and other financial institutions to tighten credit. We have been adversely affected by the COVID-19 pandemic in the first and second quarters of 2020, including loan origination volume and revenues. We made significant adjustments to our business model in light of the new operating environment, such as controlling the number of new borrowers, lowering average approved credit limits, strengthening risk assessment and keeping asset quality in an acceptable range. Despite the significant near-term challenges, we are optimistic that consumers are increasingly accepting, and even demanding for new technologies, such as contactless services, and we believe companies that are able to satisfy such needs will succeed. We intend to maintain our advanced technology capabilities strength, and continue to invest in new technologies, for purpose of creating value to our customers and to shareholders on a long-term basis.”

 

Mr. Yanjun Lin, 9F’s Chief Financial Officer and Director, added, “Despite the continued challenging environment, we were able to deliver solid operational results in 2019. However, we are negatively affected by the COVID-19 pandemic, and expect to experience an extended difficult time in 2020. Our registered users increased 40.2% year-over-year and crossed the 100 million line as of December 31, 2019, which was a significant milestone in our history. Total loan origination volume increased by 62.4% year-over-year to 14.3 billion (US$2.1 billion) in the fourth quarter of 2019. Total loan origination volume increased by 20.9% year-over-year to 55.1 billion (US$7.9 billion) in 2019.  Loans funded by institutional funding partners decreased from 16.8 billion in the third quarter of 2019 to 11.4 billion (US$1.6 billion) in the fourth quarter of the same year, mainly due to the liquidity issue encountered by financial institutions at the year end. The number of active borrowers increased by 80.2% year-over-year to 1.0 million in the fourth quarter of 2019. For the full year of 2019, we saw a 23.7% year-over-year increase in active borrowers to 2.8 million. In the first five months of 2020, we have seen a material decrease in both our loan origination volume and number of active borrowers compared to the same period in 2019, and the negative effect brought about by the COVID-19 pandemic will likely last for a while. We have been making great efforts to recover from the negative impact brought about by the COVID-19 pandemic and also looking for opportunities amid adversity.

 

2


 

Since November 2019, under our online lending information intermediary services, new loans with terms of no more than 12 months are no longer covered by the insurance protection plan of PICC Property and Casualty Company Limited Guangdong Branch, or the PICC. We have also suspended our cooperation with PICC on new loans under our direct lending program since December 2019. We and PICC are pursuing legal actions against each other as PICC is obligated to pay service fees as agreed in the cooperation agreement to us under our direct lending program, and we are seeking damages of approximately RMB2.3 billion from PICC to cover the outstanding service fees amounting to RMB2.2 billion and related late payment losses. With respect to RMB1.4 billion of the outstanding service fees that has been recorded as accounts receivable, we have recognized full valuation allowance. We have not recognized the remaining outstanding service fees in the amount of approximately RMB0.8 billion, as revenue recognition criteria was not met.”

 

Fourth Quarter 2019 Financial Results

 

Total net revenues decreased by 54.4% from RMB1,027.8 million in the fourth quarter of 2018 to RMB469.0 million (US$67.4 million) in the same period of 2019, primarily due to the decrease in loan facilitation services revenue.

 

·                  Loan facilitation services revenue decreased by 90.5% from RMB925.4 million in the fourth quarter of 2018 to RMB88.0 million (US$12.6 million) in the same period of 2019. The decrease of loan facilitation services revenue was primarily because the loan facilitation services revenue under our direct lending program in the fourth quarter of 2019 was not recognized due to our dispute with PICC.

 

·                  Post-origination services revenue increased by 299.5% from RMB75.5 million in the fourth quarter of 2018 to RMB301.6 million (US$43.3 million) in the same period of 2019, primarily because an increasing portion of service revenue was allocated to post-origination services in the fourth quarter of 2019.

 

·                  Other revenues increased by 194.9% from RMB26.9 million in the fourth quarter of 2018 to RMB79.4 million (US$11.4 million) in the same period of 2019, primarily due to the increase in revenues from both online lending services generated in Southeast Asia and domestic user referral service.

 

Sales and marketing expenses increased by 117.9% from RMB331.0 million in the fourth quarter of 2018 to RMB721.1 million (US$103.6 million) for the same period of 2019, primarily due to an increase in our user acquisition cost.

 

Origination and servicing expenses increased by 348.0% from RMB106.7 million in the fourth quarter of 2018 to RMB478.1 million (US$68.7 million) for the same period of 2019, primarily due to an increase in loan collection services fees paid to third party collection companies.

 

General and administrative expenses decreased by 47.6% from RMB414.8 million in the fourth quarter of 2018 to RMB217.4 million (US$31.2 million) for the same period of 2019, primarily due to a decrease in share-based compensation expenses and salaries and benefits of research and development personnel.

 

Provision (reversal) for doubtful contract assets and receivables increased from reversed RMB2.6 million in the fourth quarter of 2018 to provision RMB2,148.6 million (US$308.6 million) for the same period of 2019, primarily because we recognized a full valuation allowance for accounts receivable from PICC amounting to RMB1,432.3 million (US$205.7 million).

 

3


 

Operating loss was RMB3,096.4 million (US$444.8 million) in the fourth quarter of 2019, compared with operating income RMB177.9 million in the same period of 2018.

 

Interest income was RMB39.2 million (US$5.6 million) in the fourth quarter of 2019, compared with RMB63.9 million in the same period of 2018.

 

Income tax benefit was RMB335.6 million (US$48.2 million) in the fourth quarter of 2019, compared with income tax expense RMB48.1 million in the same period of 2018.

 

Net loss was RMB2,863.1 million (US$411.3million) in the fourth quarter of 2019, compared with the net income of RMB167.2 million for the same period of 2018.

 

Adjusted net loss6 was RMB2,656.5 million (US$381.6 million) in the fourth quarter of 2019, compared with the adjusted net income6 of RMB297.2 million in the same period of 2018.

 

Fiscal Year 2019 Financial Results

 

Total net revenues decreased by 20.4% from RMB5,556.5 million in 2018 to RMB4,425.0 million (US$635.6 million) in 2019, primarily due to the decrease in loan facilitation services revenue.

 

·                  Loan facilitation services revenue decreased by 29.9% from RMB4,960.7 million in 2018 to RMB3,477.9 million (US$499.6 million) in 2019. The decrease of loan facilitation services revenue was primarily because the loan facilitation services revenue under our direct lending program in the fourth quarter of 2019 was not recognized due to our dispute with PICC.

 

Post-origination services revenue increased by 64.6% from RMB367.4 million in 2018 to RMB604.7 million (US$86.9 million) in 2019. The increase was primarily due to increase in the loan origination volume, and an increasing portion of service revenue allocated to post-origination services in 2019. The increase in the loan origination volume, which increased from RMB45.6 billion in 2018 to 55.1 billion (US$7.9 billion) in 2019, was primarily driven by the increase in the number of active borrowers from approximately 2.3 million in 2018 to approximately 2.8 million in 2019.

 

·                  Other revenues increased by 49.9% from RMB228.4 million in 2018 to RMB342.3 million (US$49.2 million) in 2019, primarily due to the increase in revenues from online direct sales of merchandise.

 

Sales and marketing expenses increased by 34.2% from RMB1,746.4 million in 2018 to RMB2,343.4 million (US$336.6 million) in 2019, primarily due to an increase in our user acquisition expenses and advertising expenses.

 

Origination and servicing expenses increased by 155.7% from RMB444.8 million in 2018 to RMB1,137.5 million (US$163.4 million) in 2019, primarily due to an increase in loan collection services expenses paid to third party collection companies.

 

General and administrative expenses decreased by 0.3% from RMB1,159.7 million in 2018 to RMB1,155.7 million (US$166.0 million) in 2019, primarily due to primarily due to a decrease in share-based compensation expenses and partially offset by increase in research and development expenses.

 

Provision (reversal) for doubtful contract assets and receivables increased from reversed RMB2.6 million in 2018 to provision RMB2,148.6 million (US$308.6 million) in 2019, primarily because we recognized a full valuation allowance for accounts receivable from PICC amounting to RMB1,432.3 million (US$205.7 million).

 

Operating loss was RMB2,360.3 million (US$339.0 million) in 2019, compared with operating income RMB2,208.2 million in 2018.

 

Interest income was RMB225.8 million (US$32.4 million) in 2019, compared with RMB208.4 million in 2018.

 

4


 

Income tax benefit was RMB174.6 million (US$25.1 million) in 2019, compared with income tax expense RMB402.4 million in 2018.

 

Net loss was RMB2,153.6 million (US$309.4 million) in 2019, compared with the net income of RMB1,975.2 million in 2018.

 

Adjusted net loss6 was RMB1,644.6 million (US$236.2 million) in 2019, compared with the adjusted net income6 of RMB2,483.3 million in 2018.

 

As of December 31, 2019, the Company had cash and cash equivalents and term deposits of RMB4,708.0 million (US$676.3 million).

 

Delinquency rates

 

As of December 31, 2019, the delinquency rates7 for loans that are past due for 15-30 days, 31-60 days, 61-90 days and 91-180 days were 0.27%, 0.16%, 0.08%, 0.28% respectively.

 

The following table displays the delinquency rates for all our outstanding loan products as of December 31, 2017, 2018 and 2019 and Mar 31, Jun 30 and September 30, 2019:

 

Delinquent rate

 

 

 

Delinquent for

 

 

 

15-30 days

 

31-60 days

 

61-90 days

 

91-180 days

 

31-Dec-17

 

0.77

%

1.00

%

0.89

%

1.88

%

31-Dec-18

 

0.59

%

0.35

%

0.24

%

1.43

%

31-Mar-19

 

0.06

%

0.12

%

0.32

%

0.88

%

30-Jun-19

 

0.10

%

0.19

%

0.20

%

0.54

%

30-Sep-19

 

0.08

%

0.10

%

0.11

%

0.42

%

31-Dec-19

 

0.27

%

0.16

%

0.08

%

0.28

%

 

The following chart displays the M3+ delinquency rates by vintage8 for all our outstanding loan products. Loan products that have been transferred to non-performing loan companies are not included in the calculation of M3+ Delinquency Rates by Vintage.

 


(7)  “delinquency rate” refers to loan principal that was 15-30, 31-60, 61-90 and 91-180 calendar days past due as a percentage of the total balance of outstanding principal of loans originated on the Company’s platform as of a specific date. Loan products that have been transferred to non-performing loan companies are not included in the calculation of delinquency rate.

 

(8)   ‘‘M3+ Delinquency Rates by Vintage’’ refers to the total balance of outstanding principal of a vintage for which any payment of principal is over 90 calendar days past due as of a particular date (adjusted to exclude total amount of past due payments for loan principal that have been subsequently collected in the same vintage), divided by the total initial principal originated in such vintage. Loan products that have been transferred to non-performing loan companies are not included in the calculation of M3+ Delinquency Rates by Vintage.

 

5


 

 

A photo accompanying this announcement is available at

http://ml.globenewswire.com/Resource/Download/e56aecf1-9500-444e-a0ab-b54fc8012a97

 

Business Outlook

 

The Company’s total loan origination volume was RMB2.3 billion (US$0.3 billion) in the first quarter of 2020. The Company currently expects total loan origination volume to be in the range of RMB1.0 billion to RMB1.2 billion for the second quarter of 2020. The above outlook is based on current market conditions and reflects the Company’s preliminary expectations as to market conditions, its regulatory and operating environment, as well as customer demand, all of which are subject to changes and uncertainties.

 

About 9F Inc.

 

9F Inc. is a leading digital financial account platform integrating and personalizing financial services in China with the footprint expanding overseas. The Company provides a comprehensive range of financial products and services across loan products, online wealth management products, and payment facilitation, all integrated under a single digital financial account.

 

For more information, please visit http://ir.9fgroup.com/

 

Use of Non-GAAP Financial Measures

 

The Company uses adjusted net income (loss), a non-GAAP financial measure, in evaluating its operating results and as a supplemental measure to review and assess its financial and operational performance. The Company believes that adjusted net income/(loss) provides useful information about its core operating results, enhances the overall understanding of its past performance and future prospects and allows for greater visibility with respect to key metric used by the Company’s management in its financial and operational decision-making. The Company also believes that adjusted net income (loss), which excludes the effect of share-based compensation, impairment loss of investments and impairment of goodwill, net of tax effect helps identify underlying trends in its business and help the Company’s management formulate business plans.

 

Adjusted net income (loss) is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool, and when assessing the Company’s operating performance, cash flows or liquidity, investors should not consider it in isolation, or as a substitute for net income/(loss), cash flows provided by/(used in) operating activities or other consolidated statements of operation and cash flow data prepared in accordance with U.S. GAAP. Other companies, including peer companies in the industry, may calculate this non-GAAP measures differently, which may reduce their usefulness as a comparative measure. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

 

6


 

The Company compensates for these limitations by reconciling the non-GAAP financial measure to the most directly comparable U.S. GAAP financial measure, which should be considered when evaluating the Company’s performance. For more information on this non-GAAP financial measure, please see the table captioned “Reconciliations of GAAP and Non-GAAP results” set forth at the end of this press release.

 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.9618 to US$1.00, the rate in effect as of December 31, 2019 as set forth in the H.10 statistical release of the Federal Reserve Board.

 

Safe Harbor Statement

 

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in 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,” “aims,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident,” “potential,” “continue,” “likely to,” and similar statements. Such statements are based upon management’s current expectations and current market, regulatory and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, uncertainties as to the Company’s estimates relating to the completion and filing of its annual report on Form 20-F for the year ended December 31, 2019, uncertainties as to the impact of the COVID-19 on the Company’s business operations, the industries the Company is operating in and the economy of China and elsewhere generally; uncertainties as to the Company’s ability to attract and retain borrowers and investors on its marketplace, its ability to increase volume of loans facilitated through the Company’s marketplace, its ability to introduce new loan products and platform enhancements, its ability to compete effectively, laws, regulations and governmental policies relating to the online consumer finance industry in China, general economic conditions in China, and the Company’s ability to meet the standards necessary to maintain listing of its ADSs on the Nasdaq, including its ability to cure any non-compliance with the Nasdaq’s continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and 9F Inc. does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

 

For investor and media enquiries, please contact:

In China:

9F Inc.

Head of Investor Relations

Cecilia Ma

E-mail: ir@9fbank.com.cn

 

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

 

7


 

9F Inc.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for number of shares and per share data, or otherwise noted)

 

 

 

December 31

 

December 31

 

December 31

 

 

 

2018

 

2019

 

2019

 

 

 

RMB 

 

RMB

 

USD

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

5,469,077

 

4,684,003

 

672,815

 

Restricted cash

 

 

125,437

 

18,018

 

Term deposits

 

833,478

 

24,000

 

3,447

 

Accounts receivable, net

 

180,141

 

280,995

 

40,362

 

Other receivables, net

 

146,438

 

117,340

 

16,855

 

Loan receivables, net

 

593,943

 

778,480

 

111,822

 

Amounts due from related parties

 

146,273

 

50,000

 

7,181

 

Prepaid expenses and other assets

 

543,088

 

1,137,787

 

163,433

 

Contract assets, net

 

12,642

 

24,824

 

3,566

 

Long-term investments

 

954,158

 

775,644

 

111,414

 

Operating lease right-of-use assets, net

 

 

121,791

 

17,494

 

Property, equipment and software, net

 

86,267

 

110,376

 

15,855

 

Goodwill, net

 

13,385

 

72,224

 

10,374

 

Intangible assets, net

 

44,733

 

73,476

 

10,554

 

Deferred tax assets, net

 

84,338

 

503,987

 

72,393

 

TOTAL ASSETS

 

9,107,961

 

8,880,364

 

1,275,583

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Deferred revenue

 

346,847

 

788,906

 

113,319

 

Payroll and welfare payable

 

38,890

 

41,646

 

5,982

 

Income tax payable

 

315,868

 

320,350

 

46,016

 

Accrued expenses and other liabilities

 

745,307

 

1,229,110

 

176,550

 

Operating lease liabilities

 

 

125,407

 

18,014

 

Amounts due to related parties

 

14,706

 

29,902

 

4,295

 

Deferred tax liabilities

 

9,003

 

17,215

 

2,473

 

Total liabilities

 

1,470,621

 

2,552,536

 

366,649

 

 

 

 

 

 

 

 

 

Mezzanine equity

 

 

 

 

 

 

 

Series A convertible redeemable preferred shares

 

280,301

 

 

 

Series B convertible redeemable preferred shares

 

202,086

 

 

 

Series C convertible redeemable preferred shares

 

355,248

 

 

 

Series D convertible redeemable preferred shares

 

408,358

 

 

 

Series E convertible redeemable preferred shares 

 

136,427

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Ordinary shares

 

 

 

 

Class A ordinary shares

 

 

1

 

 

Class B ordinary shares

 

 

1

 

 

Additional paid-in capital

 

3,046,725

 

5,241,296

 

752,865

 

Statutory reserves

 

446,277

 

459,029

 

65,935

 

Retained earnings

 

2,671,275

 

488,236

 

70,131

 

Accumulated other comprehensive income

 

80,193

 

92,220

 

13,247

 

Total 9F Inc. shareholders’ equity

 

6,244,470

 

6,280,783

 

902,178

 

Non-controlling interest

 

10,450

 

47,045

 

6,756

 

Total shareholders’ equity

 

6,254,920

 

6,327,828

 

908,934

 

TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLERS’ EQUITY

 

9,107,961

 

8,880,364

 

1,275,583

 

 

8


 

9F Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except for number of shares and per share data, or otherwise noted)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

RMB

 

RMB

 

USD

 

Net Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan facilitation services

 

925,357

 

87,977

 

12,637

 

4,960,671

 

3,477,897

 

499,569

 

Post-origination services

 

75,488

 

301,596

 

43,322

 

367,439

 

604,732

 

86,864

 

Others

 

26,917

 

79,386

 

11,403

 

228,372

 

342,334

 

49,173

 

Total Net Revenues

 

1,027,762

 

468,959

 

67,362

 

5,556,482

 

4,424,963

 

635,606

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

(330,999

)

(721,115

)

(103,582

)

(1,746,375

)

(2,343,428

)

(336,611

)

Origination and servicing

 

(106,731

)

(478,134

)

(68,680

)

(444,830

)

(1,137,451

)

(163,385

)

General and administrative

 

(414,783

)

(217,435

)

(31,233

)

(1,159,746

)

(1,155,747

)

(166,013

)

Provision (reversal) for doubtful contract assets and receivables

 

2,637

 

(2,148,638

)

(308,633

)

2,637

 

(2,148,638

)

(308,633

)

Total operating costs and expenses

 

(849,876

)

(3,565,322

)

(512,128

)

(3,348,314

)

(6,785,264

)

(974,642

)

Interest income

 

63,917

 

39,237

 

5,636

 

208,350

 

225,751

 

32,427

 

Impairment loss of investments

 

(46

)

(154,898

)

(22,250

)

(23,140

)

(154,898

)

(22,250

)

Net loss from disposal of subsidiaries

 

 

 

 

(257

)

 

 

Gain recognized on remeasurement of previously held equity interest in acquiree

 

 

(9,250

)

(1,329

)

 

16,272

 

2,337

 

Other income, net

 

9,748

 

50,303

 

7,226

 

25,608

 

52,852

 

7,592

 

Income (loss) before income tax expense and earnings (loss) in equity method investments

 

251,505

 

(3,170,971

)

(455,483

)

2,418,729

 

(2,220,324

)

(318,930

)

Income tax benefit (expense)

 

(48,145

)

335,563

 

48,201

 

(402,403

)

174,597

 

25,079

 

Earnings (loss) in equity method investments

 

(36,198

)

(27,722

)

(3,982

)

(41,143

)

(107,918

)

(15,501

)

Net income (loss)

 

167,162

 

(2,863,130

)

(411,264

)

1,975,183

 

(2,153,645

)

(309,352

)

Net income (loss) attributable to the non-controlling interest shareholders

 

3,250

 

(8,743

)

(1,256

)

6,621

 

(5,931

)

(852

)

Net income (loss) attributable to 9F Inc.

 

170,412

 

(2,871,873

)

(412,520

)

1,981,804

 

(2,159,576

)

(310,204

)

Change in redemption value of preferred shares

 

(4,341

)

 

 

(17,225

)

(10,711

)

(1,538

)

Net income (loss) attributable to ordinary shareholders

 

166,071

 

(2,871,873

)

(412,520

)

1,964,579

 

(2,170,287

)

(311,742

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per ordinary share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

0.89

 

(14.71

)

(2.11

)

10.57

 

(12.43

)

(1.79

)

Diluted

 

0.77

 

(14.71

)

(2.11

)

9.41

 

(12.43

)

(1.79

)

Weighted average number of ordinary shares used in computing net income (loss) per ordinary share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

162,672,800

 

195,191,000

 

195,191,000

 

162,672,800

 

174,552,468

 

174,552,468

 

Diluted

 

188,715,620

 

195,191,000

 

195,191,000

 

185,735,200

 

174,552,468

 

174,552,468

 

 

9


 

9F Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME /(LOSS)

(Amounts in thousands, except for number of shares and per share data, or otherwise noted)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

RMB

 

RMB

 

USD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

167,162

 

(2,863,130

)

(411,264

)

1,975,183

 

(2,153,645

)

(309,352

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax of nil

 

1,627

 

(47,812

)

(6,868

)

84,430

 

12,126

 

1,742

 

Unrealized losses on available for sale investments, net of tax of nil

 

(1,572

)

(1

)

 

(1,146

)

(99

)

(14

)

Total comprehensive income (loss)

 

167,217

 

(2,910,943

)

(418,132

)

2,058,467

 

(2,141,618

)

(307,624

)

Total comprehensive income (loss) attributable to the non-controlling interest shareholders

 

3,250

 

(8,743

)

(1,256

)

6,621

 

(5,931

)

(852

)

Total comprehensive income (loss) attributable to 9F Inc.

 

170,467

 

(2,919,686

)

(419,388

)

2,065,088

 

(2,147,549

)

(308,476

)

 

10


 

9F Inc.

Unaudited Reconciliations of GAAP And Non-GAAP Results

(Amounts in thousands, except for number of shares and per share data, or otherwise noted)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2018

 

2019

 

2019

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

RMB

 

RMB

 

USD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

167,162

 

(2,863,130

)

(411,264

)

1,975,183

 

(2,153,645

)

(309,352

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation

 

130,038

 

50,737

 

7,288

 

508,162

 

353,151

 

50,727

 

Impairment loss of investments

 

 

154,898

 

22,250

 

 

154,898

 

22,250

 

Impairment of goodwill

 

 

6,191

 

890

 

 

6,191

 

890

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments

 

 

5,146

 

739

 

 

5,146

 

739

 

Adjusted net income (loss)

 

297,200

 

(2,656,450

)

(381,575

)

2,483,345

 

(1,644,551

)

(236,224

)

 

11