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    SEC Form 6-K filed by 9F Inc.

    9/27/24 4:00:18 PM ET
    $JFU
    Finance: Consumer Services
    Finance
    Get the next $JFU alert in real time by email
    6-K 1 ea0215608-6k_9finc.htm REPORT OF FOREIGN PRIVATE ISSUER

     

     

    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 September 2024

     

    Commission File Number 001-39025

     

     

     

    9F Inc.

    (Translation of registrant’s name into English)

     

     

     

    Room 1207, Building No. 5, 5 West Laiguangying Road

    Chaoyang District, Beijing 100012

    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 ☒ Form 40-F ☐

     

     

     

     

     

    9F Inc. Reports First Half 2024 Unaudited Financial Results

     

    BEIJING, CHINA — September 27, 2024 — 9F Inc. (“9F” or “the Company”) (NASDAQ: JFU), a digital technology service provider aiming to empower institutional partners with advanced financial technologies, today announced its unaudited financial results for the first half year ended June 30, 2024.

     

    First Half 2024 Financial Highlights

     

      ● Total net revenues were RMB142.8 million (US$19.6 million), representing a decrease of 45.1% from RMB260.1 million in the first half of 2023. This was primarily due to the decrease in our technical services revenues resulting from the business contraction of our institutional partners, and the decrease in our sale income because of decline order volume resulting in a decrease of the amount of revenues recognized.

     

      ● Net income was RMB 12.5 million (US$1.7 million), as compared to a net loss of RMB135.7 million in the first half of 2023. As our continued cost control efforts resulted in further decrease in total operating costs and expenses, we recorded a net income for the first half of 2024.

     

      ● Adjusted net income1 was RMB6.4 million (US$0.9 million), as compared to an adjusted net loss of RMB91.9 million in the first half of 2023.

     

      ●

    Cash and cash equivalents and term deposits was RMB1,315.9 million (US$181.1 million), representing a 35.3% decrease compared with RMB2,032.9 million as of December 31, 2023. This was primarily due to our investment in marketable securities of RMB1,254.0 million.

     

    Restricted cash was RMB167.1 million (US$23.0 million), representing a 25.0% increase from RMB133.7 million as of December 31, 2023, of which RMB44.8 million were cash subject to temporary judicial freeze in connection with certain ongoing litigations, and RMB122.3 million were cash we received from investors under Internet Securities Services for Hong Kong and U.S. stock markets for their investment in securities.

     

    First Half 2024 Financial Results

     

    Total net revenues were RMB142.8 million (US$19.6 million), representing a decrease of 45.1% from RMB260.1 million in the first half of 2023.

     

      ● Sales income revenues were RMB 44.8 million (US$6.2 million) in the first half of 2024, representing an decrease of 53.5% from RMB 96.4 million in the first half of 2023. Along with the downturn in the retail industry in general, the total sales orders of our e-commerce business fell rapidly.

     

      ● Technical services revenues were RMB78.5 million (US$10.8 million) in the first half of 2024, representing decrease of 46.9% from RMB147.9 million in the first half of 2023. The decrease was primarily due to the decrease in demand of our technical services by our institutional partners because of their business contraction, which was in turn due to the depressed market situation.

     

      ●

    Post-origination services revenues. Pursuant to industry-wide policy requirements, we ceased publishing information relating to new offerings of investment opportunities in fixed income products in late 2020 and the rights of investors in then existing loans underlying the fixed income products have been transferred to certain licensed asset management companies. During past years, we continued to provide certain services in connection with unpaid loans facilitated prior to the cessation of our online lending information intermediary services, and rest of deferred revenue carried in the period. No Post-origination services revenues were recognized during the six months ended June 30, 2024.

     

      ●

    Other revenues were RMB19.5 million (US$2.7 million) in the first half of 2024, representing increase of 30.9% from RMB14.9 million in the first half of 2023 primary resulting from the increase in our wealth management services revenues, which was in turn mainly due to good performance of our HK insurance brokerage services.

     

     

     

    1“Adjusted net income (loss)” is a non-GAAP financial measure. For more information on this non-GAAP financial measure, please see the section entitled “Use of Non-GAAP Financial Measures” and the table captioned “Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release. Adjusted net income (loss) excludes the effect of share-based compensation expenses, impairment loss of investments, impairment of goodwill, impairment loss of intangible asset and tax effect of adjustments.

     

    1

     

     

    Total operating costs and expenses were RMB213.0 million (US$29.3 million), representing a decrease of 43.1% from RMB374.5 million in the first half of 2023, consisted of (i) Sales and marketing expenses of RMB7.6 million (US$1.0 million) in the first half of 2024, representing a decrease of 44.9% from RMB13.8 million in the first half of 2023, (ii) Origination and servicing expenses of RMB64.2 million (US$8.8 million) in the first half of 2024, representing an increase of 94.5% from RMB33.0 million in the first half of 2023, (iii) General and administrative expenses of RMB115.4 million (US$15.9 million) in the first half of 2024, representing a decrease of 22.6% from RMB149.0 million in the first half of 2023, and (iv) Provision for doubtful contract assets and receivables of RMB14.1 million (US$1.9 million) in the first half of 2024, as compared to Provision for doubtful contract assets and receivables of RMB144.6 million in the first half of 2023, as well as the cost of sales of RMB11.8 million (US$1.6 million) in the first half of 2024, representing a decrease of 65.4% from RMB34.1 million in the first half of 2023.

     

    Interest income was RMB45.0 million (US$6.2 million) in the first half of 2024, compared with RMB31.8 million in the first half of 2023.

     

    Income tax expense was RMB5.7 million (US$0.8 million) in the first half of 2024, compared with RMB11.7 million in the first half of 2023. In the first half of 2024, the adjusted pre-tax net income of certain of our subsidiaries decreased significantly as compared to the first half of 2022, which in turn resulted in the decrease in our income tax expense.

     

    Net income was RMB12.5 million (US$1.7 million) in the first half of 2024, compared with net loss of RMB135.7 million in the first half of 2023.

     

    Adjusted net income2 was RMB6.4 million (US$0.9 million), compared with adjusted net loss of RMB91.9 million in the first half of 2023.

     

    As of June 30,2024, the Company had cash and cash equivalents and term deposits of RMB1,315.9 million (US$181.1 million).

     

    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 metrics 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 expenses, impairment loss of investments, impairment of goodwill, impairment loss of intangible asset and tax effect of adjustments, helps identify underlying trends in its business and helps 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 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 measure differently, which may reduce its 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.

     

     

    2“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. Adjusted net income (loss) excludes the effect of share-based compensation expenses, impairment loss of investments, impairment of goodwill, impairment loss of intangible asset and tax effect of adjustments.

     

    2

     

     

    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 RMB7.2672 to US$1.00, the rate in effect as of June 30, 2024 as set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or U.S. dollars amounts referred could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. The percentages stated are calculated based on RMB amounts.

     

    The functional currency of certain of our subsidiaries is local currency (such as Hong Kong dollars) other than RMB or U.S. dollars. In preparing our unaudited financial results contained in this announcement, (i) assets and liabilities are translated from such entity’s functional currency to RMB using the exchange rates in effect on the balance sheet date, (ii) equity amounts are translated at historical exchange rates, and (iii) revenues, expenses, gains and losses are translated using the average rates for the six months ended June 30, 2024.

     

    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,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident” 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 ability to continue or to complete its ongoing business transformation, its ability to attract and retain investors on its platform, its ability to apply for or obtain any license, its ability to expand into any new market, its ability to compete effectively, its ability to comply with any applicable laws, regulations and governmental policies in China or elsewhere, general economic conditions in China and elsewhere, 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. Neither track record nor past performance is indicative of future results. 9F Inc. does not guarantee any specific outcome (including the outcome of its ongoing business transformation) or profit.

     

    All information provided in this press release is as of the date of this press release, and subject to change without notice. 9F Inc. does not undertake any obligation to update information contained herein 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.

    E-mail: [email protected]

     

    3

     

     

    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,
    2023
        June 30,
    2024
        June 30,
    2024
     
        RMB     RMB     US$  
              (Unaudited)     (Unaudited)  
    Assets                  
    Cash and cash equivalents     1,686,342       1,038,511       142,904  
    Restricted cash     133,678       167,081       22,991  
    Term deposit     346,636       277,415       38,174  
    Investment in marketable securities     427,966       1,274,572       175,387  
    Accounts receivable, net     38,038       42,170       5,803  
    Other receivables, net     50,313       51,682       7,112  
    Loan receivables, net     13,425       964       133  
    Prepaid expenses and other assets     165,957       189,288       26,047  
    Long-term investment, net     1,067,444       973,445       133,950  
    Operating lease right-of-use assets, net     18,156       14,703       2,023  
    Property, equipment and software, net     61,790       57,271       7,881  
    Intangible asset, net     29,498       27,148       3,736  
    Total assets     4,039,243       4,114,250       566,141  
                             
    Liabilities                        
    Deferred revenue     5,326       5,326       733  
    Payroll and welfare payable     10,957       7,978       1,098  
    Income tax payable     291,034       314,486       43,275  
    Accrued expenses and other liabilities     134,018       157,914       21,730  
    Operating lease liabilities     14 ,721       11,566       1,592  
    Amounts due to related parties     4,623       4,623       636  
    Deferred tax liabilities     6,049       5,617       773  
    Total liabilities     466,728       507,510       69,837  
                             
    Shareholder’s equity                        
    Class A ordinary shares(US$ 0.00001 par value; 4,600,000,000 shares authorized as of December 31, 2023 and June 30,2024; 174,304,260  shares issued and outstanding as of December 31,2023 and June 30, 2024,respectively)     1       1       —  
    Class B ordinary shares (US$ 0.00001 par value; 200,000,000 shares authorized as of December 31, 2023 and June 30,2024; 61,162,400 shares issued and outstanding as of December 31, 2023 and June 30,2024,respectively)     1       1       —  
    Additional paid-in capital     5,713,935       5,713,935       786,264  
    Statutory reserves     465,495       465,495       64,054  
    Deficit     (2,826,543 )     (2,822,374 )     (388,372 )
    Accumulated other comprehensive income     165,009       195,107       26,848  
    Total 9F Inc. shareholders’ equity     3,517,898       3,552,165       488,794  
    Non-controlling interest     54,617       54,575       7,510  
    Total shareholders’ equity     3,572,515       3,606,740       496,304  
    TOTAL LIABILITIES AND SHAREHOLDERS’’ EQUITY     4,039,243       4,114,250       566,141  

     

    4

     

     

    9F Inc.

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

     

        Six Months
    Ended
    June 30,
    2023
        Six Months
    Ended
    June 30,
    2024
        Six Months
    Ended
    June 30,
    2024
     
        RMB     RMB     US$  
    Revenue:                  
    Sales income     96,415       44,750       6,158  
    Cost of goods sold     (34,131 )     (11,786 )     (1,622 )
    Gross Profit     62,284       32,964       4,536  
    Technical services     147,873       78,507       10,803  
    Post-origination services     906       —       —  
    Other     14,883       19,510       2,685  
    Total net revenues     260,077       142,767       19,646  
                             
    Operating costs and expenses:                        
    Sales and marketing     (13,797 )     (7,612 )     (1,047 )
    Origination and servicing     (32,953 )     (64,192 )     (8,833 )
    General and administrative     (148,983 )     (115,350 )     (15,873 )
    Provision for doubtful contract assets and receivables     (144,649 )     (14,100 )     (1,940 )
    Total operating costs and expenses     (374,513 )     (213,040 )     (29,315 )
    Operating (loss)     (114,436 )     (70,273 )     (9,669 )
    Interest income     31,792       44,994       6,191  
    Impairment loss of investments     (26,923 )     146       20  
    Unrealized loss of investment in marketable securities     (25,820 )     10,784       1,484  
    Other income (loss), net     1,323       14,132       1,945  
    (Loss) before income tax expense and share of profit in
    equity method investments
        (134,064 )     (217 )     (29 )
    Income tax expense     (11,714 )     (5,682 )     (782 )
    Income in equity method investments, net     10,075       18,374       2,528  
    Net income (loss)     (135,703 )     12,475       1,717  
                             
    Net loss attributed to the non-controlling interest shareholders     29       24       3  
    Net loss attributable to 9F Inc. ordinary shareholders     (135,674 )     12,499       1,720  
                             
    Net loss per ordinary share:                        
    Basic     (0.58 )     0.08       0.01  
    Diluted     (0.58 )     0.08       0.01  
                             
    Weighted average number of ordinary shares used in computing net loss per ordinary share                        
    Basic     234,934,057       235,466,660       235,466,660  
    Diluted     234,934,057       235,466,660       235,466,660  

     

    5

     

     

    9F Inc.

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

     

       Six Months
    Ended
    June 30,
    2023
       Six Months
    Ended
    June 30,
    2024
       Six Months
    Ended
    June 30,
    2024
     
       RMB   RMB   USD 
    Net income (loss)   (135,703)   12,475    1,717 
    Other comprehensive income (loss):               
    Foreign currency translation adjustment, net of tax of nil   211,405    104,119    14,327 
    Total comprehensive loss   75,702    116,594    16,044 
    Total comprehensive income (loss) attributable to the non-controlling interest shareholders   29    24    3 
    Total comprehensive loss attributable to 9F Inc   75,731    116,618    16,047 

     

    6

     

     

    9F Inc.

    Reconciliations of GAAP And Non-GAAP Results

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

     

       Six Months
    Ended
    June 30,
    2023
       Six Months
    Ended
    June 30,
    2024
       Six Months
    Ended
    June 30,
    2024
     
       RMB   RMB   USD 
    Net (loss) income   (135,703)   12,475    1,717 
    Add:               
    Share-based compensation   2,331    2,388    329 
    Impairment loss of investments   26,923    (146)   (20)
    Unrealized loss of investment in marketable securities   25,820    (10,784)   (1,484)
    Less: Tax effect of adjustments   (11,277)   2,500    344 
    Non-GAAP Adjusted net (loss)income   (91,906)   6,433    886 

     

    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.

     

      9F Inc.
       
      By: /s/ Lei Liu
      Name: Lei Liu
      Title: Chief Executive Officer
       
    Date: September 27, 2024  

     

    8

     

     

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