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 May 2019

 

Commission File Number 001-38752

 


 

360 Finance, Inc.

(Translation of registrant’s name into English)

 


 

China Diamond Exchange Center, Building B

No. 555 Pudian Road, No. 1701 Century Avenue

Pudong New Area, Shanghai 200122

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.

 

 

360 Finance, Inc.

 

 

 

By:

/s/ Jiang Wu

 

Name:

Jiang Wu

 

Title:

Chief Financial Officer

 

 

Date: May 21, 2019

 

 

2


 

Exhibit Index

 

Exhibit 99.1—Press Release

 

3


Exhibit 99.1

 

360 Finance Announces First Quarter 2019 Unaudited Financial Results

 

Shanghai, May 20, 2019 (GLOBE NEWSWIRE) — 360 Finance, Inc. (QFIN) (“360 Finance” or the “Company”), a leading digital consumer finance platform, today announced its unaudited financial results for the first quarter ended March 31, 2019.

 

First Quarter Operational Highlights

 

·                      Loan origination volume*1 was RMB41,202 million, an increase of 179% from RMB14,773 million in the same period of 2018, and an increase of 25% from RMB33,008 million in the fourth quarter of 2018.

·                      Outstanding loan balance*2 was RMB52,578 million as of March 31, 2019, an increase of 203% from RMB17,334 million as of March 31, 2018, and an increase of 22% from RMB43,077 million as of December 31, 2018.

·                      The weighted average tenor of loans originated was approximately 8.01 months, compared with 8.31 months in the same period of 2018, and 8.37 months in the fourth quarter of 2018.

·                      Users with approved credit lines*3 was 16.03 million as of March 31, 2019, an increase of 245% from 4.65 million as of March 31, 2018, and an increase of 28% from 12.54 million as of December 31, 2018.

·                      Cumulative borrowers with successful drawdown, including repeat borrowers was 10.43 million as of March 31, 2019, an increase of 230% from 3.16 million as of March 31, 2018, and an increase of 26% from 8.28 million as of December 31, 2018.

·                      90 day+ delinquency ratio*4 was 0.94% as of March 31, 2019.

·                      The percentage of funding from financial institutions*5 was 79%.

·                      Repeat borrower contribution*6 was 63.4%.

 


(1) “Loan origination volume” refers to the total principal amount of loans originated through the Company’s platform during the given period.

(2) “Outstanding loan balance” refers to the total amount of principal outstanding for loans originated through the Company’s platform at the end of each period.

(3) “Users with approved credit lines” refers to the total number of users who had submitted their credit applications and were approved with a credit line by the Company at the end of each period.

(4) “90 day+ delinquency ratio” refers to the outstanding principal balance of on- and off-balance sheet loans that were 90 to 179 calendar days past due as a percentage of the total outstanding principal balance of on- and off-balance sheet loans on our platform as of a specific date. Loans that are charged-off are not included in the delinquency rate calculation.

(5) “The percentage of funding from financial institutions” is based on cumulative loan origination during the given period.

(6) “Repeat borrower contribution” for a given period refers to (i) the principal amount of loans borrowed during that period by borrowers who had historically made at least one successful drawdown, divided by (ii) the total loan origination volume through our platform during that period.

 

First Quarter 2019 Financial Highlights

 

·                      Total net revenue was RMB2,009.0 million (US$299.3 million), an increase of 235% from RMB599.4 million in the same period of 2018.

·                      Income from operations was RMB859.4 million (US$128.1 million), an increase of 303% from RMB213.4 million in the same period of 2018.

·                      Non-GAAP*7 income from operations was RMB 928.2 million (US$138.3 million), an increase of 335% from RMB213.4 million in the same period of 2018.

·                      Operating margin was 42.8%. Non-GAAP operating margin was 46.2%, compared with 35.6% in the same period of 2018.

·                      Net income was RMB719.9 million (US$107.3 million), an increase of 340% from RMB163.6 million in the same period of 2018.

·                      Non-GAAP net income was RMB788.8 million (US$117.5 million), an increase of 382% from RMB163.6 million in the same period of 2018.

·                      Net income margin was 35.8%. Non-GAAP net income margin was 39.3%, compared with 27.3% in the same period of 2018.

 


(7) Non-GAAP income from operations and Non-GAAP net income are non-GAAP financial measures. For more information on this non-GAAP financial measure, please see the section of “Use of Non-GAAP Financial Measures Statement” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

1


 

Mr. Jun Xu, Chief Executive Officer and Director of 360 Finance, commented, “We are delighted to deliver solid performance for the first quarter of 2019 and maintain strong growth in our business. During the quarter, we attracted a record 3.5 million new users with approved credit lines, which helped to advance our vision of promoting financial inclusiveness for households with borrowing needs across China. Furthermore, we significantly expanded our cooperation with a variety of financial institutions, and we successfully received approval to list a total of RMB10 billion of asset backed securities (“ABS”) on the Shanghai Stock Exchange and Shenzhen Stock Exchange, which should help reduce our funding cost over time.”

 

Mr. Jiang Wu, Chief Financial Officer of 360 Finance, stated, “Despite the long Chinese New Year holiday, we had a strong start to the year, achieving solid financial and operational results with impressive year-over-year and quarter-over-quarter growth. Given the attractive return-on-investment profiles of our borrowers, we decided to further invest in customer acquisition by increasing sales and marketing expenses in order to bolster our position in the market and ensure continued growth over the long-term. Meanwhile, we were still able to maintain healthy operating efficiency with non-GAAP operating margin of 46.2%.”

 

Mr. Yan Zheng, Vice President of 360 Finance, added, “As we continued to substantially expand our loan book, we are happy to see that the annualized delinquency rates for loans originated on our platform continue to be within our expectations. We believe this speaks to the strength of our risk management capabilities, and the sustainability of our business. Leveraging the continued improvements to our risk management models, we proactively extended services to users with different risk-adjusted returns, while at the same time keeping our overall risk levels under control.”

 

First Quarter 2019 Financial Results

 

Total net revenues increased 235% to RMB2,009.0 million (US$299.3 million) from RMB599.4 million in the same period of 2018, primarily due to an increase in loan facilitation service fees, post origination service fees and other service fees associated with an increase in loan origination volume.

 

Revenue from loan facilitation services increased 248% to RMB1,354.1 million (US$201.8 million) from RMB388.6 million in the same period of 2018, primarily due to an increase in loan origination volume on the Company’s platform.

 

Revenue from post-origination services increased 459% to RMB420.8 million (US$62.7 million) from RMB75.3 million in the same period of 2018, primarily due to an increase in loan origination volume and the cumulative effect of loans originated during prior periods on the Company’s platform.

 

Financing income*8 increased 8% to RMB80.2 million (US$11.9 million) from RMB74.5 million in the same period of 2018, primarily due to an increase in loan volume originated through the consolidated trusts. Financing income was recognized over the lifetime of the loans; therefore its growth rate lagged the growth rate of on-balance sheet loans.

 

Other service fee revenues increased 152% to RMB154.0 million (US$22.9 million) from RMB61.0 million in the same period of 2018, primarily due to an increase in referral service fees.

 

Total operating costs and expenses increased 198% to RMB1,149.6 million (US$171.3 million) from RMB386.0 million in the same period of 2018, primarily due to an increase in expenses associated with loan origination and online customer acquisition.

 

Origination and servicing expenses increased 129% to RMB228.1 million (US$34.0 million) from RMB99.7 million in the same period of 2018, primarily due to an increase in loan origination volume and associated expenses for credit checks, collection and payments.

 

Sales and marketing expenses increased 202% to RMB691.3 million (US$103.0 million) from RMB229.3 million in the same period of 2018, primarily due to an increase in advertising expenses to promote the Company’s brand and attract users to the platform.

 

2


 

General and administrative expenses increased 278% to RMB101.5 million (US$15.1 million) from RMB26.8 million in the same period of 2018, primarily due to an increase in payroll and related expenses for employees engaged in general corporate functions and professional services. General and administrative expenses for the period included share-based compensation expenses of RMB53.0 million (US$7.9 million).

 

Provision for loans receivable increased 37% to RMB17.5 million (US$2.6 million) from RMB12.8 million in the same period of 2018, primarily due to an increase in loan volume originated through the consolidated trusts.

 

Provision for financial assets receivable increased 252% to RMB25.1 million (US$3.7 million) from RMB7.1 million in the same period of 2018, primarily due to an increase in loan origination volume.

 

Provision for accounts receivable and contract assets increased 740% to RMB86.0 million (US$12.8 million) from RMB10.2 million in the same period of 2018, primarily due to an increase in loan origination volume.

 

Income from operations increased 303% to RMB859.4 million (US$128.1 million) from RMB213.4 million in the same period of 2018.

 

Non-GAAP income from operations increased 335% to RMB 928.2 million (US$138.3 million) from RMB213.4 million in the same period of 2018.

 

Operating margin was 42.8%. Non-GAAP operating margin was 46.2%, compared with non-GAAP operating margin of 35.6% in the same period of 2018.

 

Income before income tax expense was RMB917.1 million (US$136.7 million), compared with RMB216.0 million in the same period of 2018.

 

Income tax expense was RMB197.2 million (US$29.4 million), compared with RMB52.5 million in the same period of 2018.

 

Net income increased 340% to RMB719.9 million (US$107.3 million) from RMB163.6 million in the same period of 2018.

 

Non-GAAP net income increased 382% to RMB788.8 million (US$117.5 million) from RMB163.6 million in the same period of 2018.

 

Net income margin was 35.8%. Non-GAAP net income margin was 39.3%, compared with non-GAAP net income margin of 27.3% in the same period of 2018.

 


(8) “Financing income” is generated from loans originated through the consolidated trusts and Fuzhou Microcredit, which charge fees and interests from borrowers.

 

M6+ Delinquency Rate by Vintage

 

The following chart displays the historical cumulative M6+ delinquency rates by loan origination vintage for all loans originated through the company’s platform:

 

http://ml.globenewswire.com/Resource/Download/c9952338-579a-4f25-b6bd-0fe60df203f0

 

Business Outlook

 

360 Finance currently expects total net revenue for fiscal year 2019 to be in the range of RMB8,000 million to RMB8,500 million. This forecast reflects the Company’s current and preliminary views, which are subject to change.

 

3


 

Conference Call

 

360 Finance’s management team will host an earnings conference call at 8:00 AM U.S. Eastern Time on Tuesday, May 21, 2019 (8:00 PM Beijing Time on May 21, 2019).

 

Dial-in details for the earnings conference call are as follows:

 

United States:

1-888-346-8982

Hong Kong:

800-905-945

China:

4001-201-203

International:

1-412-902-4272

Passcode:

360 Finance

 

Please dial in 15 minutes before the call is scheduled to begin and provide the passcode to join the call.

 

A replay of the conference call may be accessed by phone one hour after the end of the conference call until 7:59 AM ET on May 28, 2019 at the following numbers:

 

United States:

1-877-344-7529

International:

1-412-317-0088

Passcode:

10131625

 

Additionally, a live and archived webcast of the conference call will be available on the Investor Relations section of the Company’s website at http://ir.360jinrong.net/investor-relations.

 

About 360 Finance

 

360 Finance, Inc. (NASDAQ: QFIN) (“360 Finance” or the “Company”) is a leading digital consumer finance platform and the finance partner of the 360 Group. The Company provides tailored online consumer finance products to prime, underserved borrowers funded primarily by its funding partners. The Company’s proprietary technology platform enables a unique user experience supported by resolute risk management. When coupled with its partnership with 360 Group, the Company’s technology translates to a meaningful borrower acquisition, borrower retention and funding advantage, supporting the rapid growth and scaling of its business.

 

For more information, please visit: http://ir.360jinrong.net/investor-relations

 

Use of Non-GAAP Financial Measures Statement

 

To supplement our financial results presented in accordance with U.S. GAAP, we use non-GAAP financial measure, which is adjusted from results based on U.S. GAAP to exclude share-based compensation expenses. Reconciliations of our non-GAAP financial measures to our U.S. GAAP financial measures are set forth in tables at the end of this earnings release, which provide more details on the non-GAAP financial measures.

 

We use non-GAAP income from operation and non-GAAP net income in evaluating our operating results and for financial and operational decision-making purposes. Non-GAAP income from operation represents income from operation excluding share-based compensation expenses, and non-GAAP net income represents net income excluding share-based compensation expenses. Such adjustments have no impact on income tax. We believe that non-GAAP income from operation and non-GAAP net income help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in results based on U.S. GAAP. We believe that non-GAAP income from operation and non-GAAP net income provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. Our non-GAAP financial information should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. In addition, our calculation of non-GAAP financial information may be different from the calculation used by other companies, and therefore comparability may be limited.

 

4


 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.7112 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of March 29, 2019.

 

Safe Harbor Statement

 

Any forward-looking statements contained in this announcement are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. 360 Finance may also make written or oral forward-looking statements in its reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, 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 the Company’s business outlook for 2019, 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. Further information regarding such risks and uncertainties is included in 360 Finance’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and 360 Finance does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

For more information, please contact:

 

360 Finance

Mr. George Shao

E-mail: ir@360jinrong.net

 

Christensen

 

In China

Mr. Christian Arnell

Phone: +86-10-5900-1548

E-mail: carnell@christensenir.com

 

In US

Ms. Linda Bergkamp

Phone: +1-480-614-3004

Email: lbergkamp@christensenir.com

 

5


 

Unaudited Condensed Consolidated Balance Sheets
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”)
except for number of shares and per share data, or otherwise noted)

 

 

 

December 31,
2018

 

March 31,
2019

 

March 31,
2019

 

 

 

RMB

 

RMB

 

USD

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

1,445,802

 

1,281,091

 

190,889

 

Restricted cash

 

567,794

 

1,055,940

 

157,340

 

Security deposit prepaid to third-party guarantee companies

 

795,700

 

1,027,700

 

153,132

 

Funds receivable from third party payment service providers

 

142,622

 

317,153

 

47,257

 

Accounts receivable and contract assets, net

 

1,791,745

 

2,545,600

 

379,306

 

Financial assets receivable, net

 

1,193,621

 

1,377,145

 

205,201

 

Amounts due from related parties

 

484,286

 

697,178

 

103,883

 

Loans receivable, net

 

811,433

 

1,936,819

 

288,595

 

Prepaid expenses and other assets

 

109,016

 

239,283

 

35,654

 

Total current assets

 

7,342,019

 

10,477,909

 

1,561,257

 

Non-current assets:

 

 

 

 

 

 

 

Property and equipment, net

 

6,869

 

6,285

 

936

 

Intangible assets

 

847

 

774

 

115

 

Total non-current assets

 

7,716

 

7,059

 

1,051

 

TOTAL ASSETS

 

7,349,735

 

10,484,968

 

1,562,308

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Payable to investors of the consolidated trusts-current

 

300,341

 

1,355,973

 

202,047

 

Accrued expenses and other current liabilities

 

518,955

 

654,245

 

97,484

 

Amounts due to related parties

 

78,767

 

381,190

 

56,799

 

Guarantee liabilities

 

1,399,174

 

1,824,755

 

271,897

 

Income tax payable

 

432,066

 

510,244

 

76,029

 

Other tax payable

 

164,478

 

213,513

 

31,814

 

Total current liabilities

 

2,893,781

 

4,939,920

 

736,070

 

Non-current liabilities:

 

 

 

 

 

 

 

Deferred tax liabilities

 

15,758

 

80,082

 

11,933

 

Payable to investors of the consolidated trusts-noncurrent

 

 

276,000

 

41,125

 

Total non-current liabilities

 

15,758

 

356,082

 

53,058

 

TOTAL LIABILITIES

 

2,909,539

 

5,296,002

 

789,128

 

Ordinary shares

 

20

 

20

 

3

 

Additional paid-in capital

 

4,866,756

 

4,935,600

 

735,427

 

Accumulated (deficit)/retained earnings

 

(430,263

)

289,676

 

43,163

 

Other comprehensive income (loss)

 

3,683

 

(36,330

)

(5,413

)

TOTAL EQUITY

 

4,440,196

 

5,188,966

 

773,180

 

TOTAL LIABILITIES AND EQUITY

 

7,349,735

 

10,484,968

 

1,562,308

 

 

6


 

Unaudited Condensed Consolidated Statements of Operations
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”)
except for number of shares and per share data, or otherwise noted)

 

 

 

Three months ended March 31,

 

 

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

Revenue from loan facilitation services

 

388,592

 

1,354,071

 

201,763

 

Revenue from post-origination services

 

75,257

 

420,757

 

62,695

 

Financing income

 

74,522

 

80,185

 

11,948

 

Other service fee revenues

 

60,999

 

153,966

 

22,942

 

Total net revenue

 

599,370

 

2,008,979

 

299,348

 

Origination and servicing

 

99,693

 

228,105

 

33,989

 

Sales and marketing

 

229,273

 

691,316

 

103,009

 

General and administrative

 

26,843

 

101,500

 

15,124

 

Provision for loans receivable

 

12,761

 

17,519

 

2,610

 

Provision for financial assets receivable

 

7,144

 

25,132

 

3,745

 

Provision for accounts receivable and contract assets

 

10,245

 

86,027

 

12,818

 

Total operating costs and expenses

 

385,960

 

1,149,599

 

171,295

 

Income from operations

 

213,410

 

859,380

 

128,053

 

Interest income

 

957

 

3,177

 

473

 

Foreign exchange gain

 

 

32,536

 

4,848

 

Other income, net

 

1,673

 

22,042

 

3,284

 

Income before income tax expense

 

216,040

 

917,135

 

136,658

 

Income tax expense

 

(52,458

)

(197,196

)

(29,383

)

Net income

 

163,582

 

719,939

 

107,275

 

Net income attributable to ordinary shareholders of the Company

 

163,582

 

719,939

 

107,275

 

Net income per ordinary share attributable to ordinary shareholders of 360 Finance, Inc.

 

 

 

 

 

 

 

Basic

 

0.82

 

2.50

 

0.37

 

Diluted

 

0.82

 

2.40

 

0.36

 

Weighted average shares used in calculating net income per ordinary share

 

 

 

 

 

 

 

Basic

 

198,347,168

 

287,652,707

 

287,652,707

 

Diluted

 

198,347,168

 

300,042,315

 

300,042,315

 

 

7


 

Unaudited Condensed Consolidated Statements of Comprehensive (Loss)/Income
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”)
except for number of shares and per share data, or otherwise noted)

 

 

 

Three months ended March 31,

 

 

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

Net income

 

163,582

 

719,939

 

107,275

 

Other comprehensive income, net of tax of nil:

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(40,013

)

(5,962

)

Other comprehensive income

 

 

(40,013

)

(5,962

)

Total comprehensive income

 

163,582

 

679,926

 

101,313

 

Comprehensive income attributable to ordinary shareholders

 

163,582

 

679,926

 

101,313

 

 

8


 

Unaudited Reconciliations of GAAP and Non-GAAP Results
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“USD”)
except for number of shares and per share data, or otherwise noted)

 

 

 

Three months ended March 31,

 

 

 

2018

 

2019

 

2019

 

 

 

RMB

 

RMB

 

USD

 

Reconciliation of Non-GAAP Net Income to Net Income

 

 

 

 

 

 

 

Net income

 

163,582

 

719,939

 

107,275

 

Add: Share-based compensation expenses

 

 

68,844

 

10,258

 

Non-GAAP net income

 

163,582

 

788,783

 

117,533

 

Non-GAAP net income margin

 

27.3

%

39.3

%

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Income from operations to Income from operations

 

 

 

 

 

 

 

Income from operations

 

213,410

 

859,380

 

128,053

 

Add: Share-based compensation expenses

 

 

68,844

 

10,258

 

Non-GAAP Income from operations

 

213,410

 

928,224

 

138,311

 

Non-GAAP opreating margin

 

35.6

%

46.2

%

 

 

 

9