O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934




Download 4.9 Mb.
NameO Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
page5/86
A typeDocumentation
manual-guide.com > manual > Documentation
1   2   3   4   5   6   7   8   9   ...   86
Our strategy to acquire or invest in complementary businesses and establish strategic alliances involves significant risk and uncertainty that may prevent us from achieving our objectives and harm our financial condition and results of operations.

 

As part of our plan to continue to grow our user base and improve our user experience, we from time to time consider opportunities to acquire, invest in or partner with other companies that bring us complementary or new users, technologies or services. Strategic acquisitions and investments may subject us to uncertainties and risks, including:

 

9

Table of Contents

 

·                 costs associated with, and difficulties in, integrating acquired businesses and managing a larger business;

 

·                 potentially significant goodwill impairment charges;

 

·                 potential ongoing financial obligations and unforeseen or hidden liabilities;

 

·                 failure to achieve our intended objectives, benefits or revenue-enhancing opportunities;

 

·                 high acquisition and financing costs;

 

·                 potential claims or litigation regarding our board’s exercise of its duty of care and other duties required under applicable law in connection with any of our significant acquisitions or investments approved by the board; and

 

·                 diversion of our resources and management attention.

 

Our failure to address these uncertainties and risks may have a material adverse effect on our liquidity, financial condition and results of operations. In addition, we may from time to time attempt to achieve our objectives of enhancing our user experience, broadening the appeal of our platform and increasing the number of our users by establishing strategic alliances with various third parties, including through our Renren Connect and Renren Open Platform programs. Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the counter-party, and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business and results of operations.

 

The business opportunities for SNS, online games, social commerce, online video and other internet services in China are continuously evolving and may not grow as quickly as expected, in ways that are consistent with other markets, or at all.

 

Our business and prospects depend on the continuous development of emerging internet business models in China, including those for social networking, online games, social commerce and online videos. Our main internet services have distinct business models which may differ from models for these businesses in other markets, such as the United States, and that are in varying stages of development and monetization. We cannot assure you that the industries in which we operate in China will continue to grow as rapidly as they have in the past, in ways that are consistent with other markets, or at all. With the development of technology, new internet services may emerge which may render our existing service offerings less attractive to users. The growth and development of the social networking, online games, social commerce and online video industries is affected by numerous factors, such as the macroeconomic environment, regulatory changes, technological innovations, development of internet and internet-based services, users’ general online experience, cultural influences and changes in tastes and preferences. If these internet industries do not grow as quickly as expected or at all, or if we fail to benefit from such growth by successfully implementing our business strategies, our business and prospects may be adversely affected.

 

If we fail to keep up with the technological developments and users’ changing requirements, our business and prospects may be materially and adversely affected.

 

The social networking, online games, social commerce and online video industries are subject to rapid and continuous changes in technology, user preferences, such as the movement of our user base from personal computers to mobile devices, the nature of services offered and business models. Our success will depend on our ability to keep up with the changes in technology and user behavior resulting from technological developments. If we do not adapt our services to such changes in an effective and timely manner, we may suffer from decreased user traffic, which may result in a reduced number of advertisers for our online advertising services or a decrease in their advertising spending.  In addition, if we adopt new technologies which turn out to be less proven, and user experience suffers as a result, our users may use our platform less often.  Furthermore, changes in technologies may require substantial capital expenditures in product development as well as in modification of products, services or infrastructure. We may not successfully execute our business strategies due to a variety of reasons such as technical hurdles, misunderstanding or erroneous prediction of market demand or lack of necessary resources. Failure in keeping up with technological developments may result in our platform being less attractive, which in turn may materially and adversely affect our business and prospects.

 

10

Table of Contents

 

We have experienced net losses in the past, and you should consider our prospects in light of the risks and uncertainties fast-growing companies in evolving industries with limited operating histories, such as ours, may be exposed to or encounter.

 

We had a loss from continuing operations of US$61.2 million, income from continuing operations of US$41.0 million and a loss from continuing operations of US$75.1 million in 2010, 2011 and 2012, respectively. Our loss from continuing operations in 2010 reflects the aggregate impact of non-cash items relating to the change in fair value of our then outstanding series D warrants, share-based compensation, amortization of intangible assets and impairment of intangible assets, amounting to an aggregate of US$78.6 million in expenses in 2010.  All outstanding warrants to purchase series D preferred shares were exercised in December 2010. Our income from continuing operations in 2011 was due in part to a one-time gain of US$50.9 million from the sale of eLong ADSs, and income from continuing operations in 2011 also reflected the aggregate impact of non-cash items relating to share-based compensation, amortization of intangible assets and impairment of intangible assets of US$8.7 million.  Our net loss from continuing operations in 2012 was primarily due to substantial investments in research and development, particularly those related to mobile initiatives, continued investment in our Nuomi social commerce business, as well as investment in our video sharing business 56.com, which we acquired in October 2011, and loss in equity method investments, net of income taxes, due to investments we made in 2011 and 2012. We expect that for the foreseeable future, investments in mobile initiatives, nuomi.com and 56.com will continue to constitute significant expenses decreasing our income or increasing our loss from continuing operations.

 

In addition to the foregoing, our results of operations for the past three years were affected by costs and expenses required to build, operate and expand our SNS platform, grow our user base, promote our Renren brand, develop our own products and services, license third-party products and applications, and make other strategic investments. We expect that we will continue to incur significant research and development, marketing and other costs to launch new services and grow our user and advertiser bases.  In particular, our plan to continue focusing our strategy on mobile opportunities, with increasing effort to experiment with different monetization models, including mobile games, mobile advertising and mobile commerce through Nuomi, will result in significant costs and expenses, and the profitability of this strategy has yet to be proven.

 

Our ability to achieve profitability is affected by various factors, some of which are beyond our control. For example, revenues from, and the profitability of, our online games business depend on our ability to internally develop games that are attractive to our user base or license them from third parties. In addition, our revenues and profitability depend on the continuous development of the online advertising industry in China and advertisers’ allocation of more of their budgets to SNS and online video websites. We cannot assure you that online advertising will become more widely accepted in China or that advertisers will increase their spending on SNS or online video websites.  Aside from mobile games, we currently do not have a clear monetization model for mobile users.   Furthermore, the success of our social commerce services depends on our ability to maintain and grow our user and merchant base while earning revenues from merchants that offer attractive discounts to the users of our nuomi.com website.  We may incur net losses in the future and you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies, and companies following the migration of their users from PC to mobile, in evolving industries such as the SNS, online games, social commerce and online video industries in China.

 

We rely on online advertising for a sizeable proportion of our revenues. If the online advertising industry in China or advertisers’ willingness to advertise on our SNS platform grow slower than expected or declines, our revenues, profitability and prospects may be materially and adversely affected.

 

In 2010, 2011 and 2012, online advertising accounted for 41.8%, 50.5% and 30.6%, respectively, of our total net revenues. Consequently, our profitability and prospects depend in part on the continuous development of the online advertising industry and are impacted by the amount of our advertising clients’ budgets which are devoted to advertising on social networking websites in China. However, the internet penetration rate in China is relatively low as compared to most developed countries, and many advertisers in China have limited experience with online advertising and have historically allocated a small portion of their advertising budgets to online advertising. Advertising on social networking websites is an even newer marketing channel in China, and those companies which are willing to begin advertising online may decide to utilize more established methods or channels for online advertising, such as the more established Chinese internet portals or search engines.  In addition, in challenging macroeconomic conditions, advertisers are generally less willing to devote resources to online advertising, including advertising on social networks.  We believe the reduction in our advertising revenue in 2012 was due in part to the continued challenging macroeconomic conditions in China bearing on our advertising clients, and that these conditions have resulted in intensifying competition for online advertising revenue among the major websites in China offering SNS, online video and other communication services.  Further, we may be unable to respond adequately to changing trends in online advertising or advertiser demands or preferences, technological innovation and improvements in the measurement of user traffic and online advertising, and technological developments more generally.  In this regard, the migration of our user traffic from PC to mobile, which gathered momentum in 2011 and noticeably increased in 2012, has had an adverse impact on our online advertising revenues, as advertisers have, to date, spent considerably less money advertising on mobile devices.  If the online advertising market size does not increase from current levels, we are unable to successfully compete and capture a sufficient share of that market or we are unable to generate meaningful advertising revenues from mobile devices, our ability to maintain or increase our current level of online advertising revenues, and our profitability and prospects could be materially and adversely affected.

 

11

Table of Contents

 

Renren user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control.

 

There is no guarantee that popular mobile devices will continue to feature Renren, or that mobile device users will continue to use Renren rather than competing products. We are dependent on the interoperability of Renren with popular mobile operating systems that we do not control, such as iOS, Android and Windows, and any changes in such systems that degrade our products’ functionality or give preferential treatment to competitive products could adversely affect Renren usage on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, systems, networks, and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks, or standards. In the event that it is more difficult for our users to access and use Renren on their mobile devices, or if our users choose not to access or use Renren on their mobile devices or use mobile products that do not offer access to Renren, our user growth and user engagement could be harmed.

 

If we fail to maintain and enhance our Renren, Nuomi, 56.com and other brands, or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.

 

We believe that maintaining and enhancing our Renren, Nuomi, 56.com and other brands is of significant importance to the success of our business. Well-recognized brands are critical to increasing the number and the level of engagement of our users and, in turn, enhancing our attractiveness to advertisers. Since we operate in a highly competitive market, maintaining and enhancing our brands directly affects our ability to maintain our market position.

 

We have developed our reputation and established our leading market position in the social networking industry in China by providing our users with a superior online experience. We have conducted and may continue to conduct various marketing and brand promotion activities, both through cooperation with our business partners and through more traditional methods, such as television advertisements. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the brand promotion effect we expect. In addition, any negative publicity in relation to our services or products, regardless of its veracity, could harm our brands and the perception of our brands in the market.

 

We have received complaints from users, including users of our nuomi.com website, regarding the quality or availability of the products, services and events offered on nuomi.com by the various merchants with whom we contract, and we expect that we will continue to receive complaints in the future. The legal responsibility to users for the quality and availability of products, services and events offered on nuomi.com is normally borne by the merchants, not by us. However, regardless of which party bears such legal responsibility, if our users’ complaints are not addressed to their satisfaction, our reputation and our market position could be significantly harmed, which may materially and adversely affect our business and prospects.

 

12

Table of Contents

 

1   2   3   4   5   6   7   8   9   ...   86

Related:

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

O Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




manual




When copying material provide a link © 2017
contacts
manual-guide.com
search