6-K
Boqii Holding Ltd (BQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission file number: 001-39547
Boqii Holding Limited
Building 9,No. 388, Shengrong Road, Pudong
New District,Shanghai 201210
The People’sRepublic of China
(Address of principal executive offices)
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 ☐
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): ☐
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): ☐
Table of Contents
| Exhibit | |
|---|---|
| 99.1 | Press Release<br> Dated August 20, 2021 |
Signature
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, in Shanghai, the People’s Republic of China.
| Boqii Holding Limited | |||
|---|---|---|---|
| Date: | August 20, 2021 | By: | /s/ Yingzhi (Lisa) Tang |
| Name: | Yingzhi (Lisa) Tang | ||
| Title: | Director, co-Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
Boqii Announces Fiscal 2022 First Quarter UnauditedFinancial Results
First Quarter Revenues of RMB321.8 million,up 35.0% year-over-year
First Quarter GMV of RMB792.1 million, up 42.9%year-over-year
SHANGHAI, China, August 20, 2021 (PRNewswire) -- Boqii Holding Limited (“Boqii” or the “Company”) (NYSE: BQ), a leading pet-focused platform in China, today announced its unaudited financial results for the first quarter of fiscal year 2022 (the quarter ended June 30, 2021).
Fiscal Q1 2022 Operational and Financial Highlights
| · | Total revenues were RMB321.8 million (US$49.8 million), an increase of 35.0% from RMB238.4 million<br>in the same quarter of fiscal year 2021. |
|---|---|
| · | Net loss was RMB37.4 million (US$5.8 million), compared to net loss of RMB42.3 million in the same<br>quarter of fiscal year 2021. |
| --- | --- |
| · | Adjusted net loss was RMB31.5 million (US$4.9 million), compared to adjusted net loss of RMB44.4<br>million in the same quarter of fiscal year 2021. |
| --- | --- |
| · | EBITDA^1^ was a loss of RMB35.6 million (US$5.5 million), compared to a loss of RMB35.4<br>million in the same quarter of fiscal year 2021. |
| --- | --- |
| · | Total GMV^2^ was RMB792.1 million (US$122.7 million), an increase of 42.9% from RMB554.5<br>million in the same quarter of fiscal year 2021. |
| --- | --- |
| · | Active buyers were 1.6 million, an increase of 27.9% from 1.3 million in the same quarter of fiscal<br>year 2021. |
| --- | --- |
CEO & CFO Quote
Mr. Hao Liang, Boqii’s Founder, Chairman and Chief Executive Officer commented, “We delivered another strong quarter of solid financial and operational results. Our relentless focus to expand and optimize our portfolio offerings powered solid topline growth and user engagement. GMV continued to see strong growth, with 42.9% year over year increase to RMB792.1 million. Total active buyers increased by 27.9% to 1.6 million, with 11.7% year-over-year growth in average spending per user. We are excited to see this continuous momentum of user development and remain committed to bringing in more buyers and retaining existing ones while growing their average spending over time.”
Ms. Yingzhi (Lisa) Tang, Boqii’s Co-Founder, Co-CEO and CFO commented: “Our strong user growth continued to fuel topline expansion. In this quarter, total revenues grew 35.0% year over year to RMB321.8 million, with an exceptional revenue growth of nearly 20 times year over year from online marketing and information services and other revenue. Meanwhile, in addition to our topline growth, this quarter, our adjusted net loss narrowed down to RMB31.5 million, compared to adjusted net loss of RMB44.4 million in the same period last year, showing improving operational efficiency. Looking ahead, we are committed to execute on our growth strategies with a focus on quality and improved monetization capability, which we believe will bring long-term value to both our users and shareholders.”
^________________________^
**^1^**EBITDA refers to net loss excluding income tax expenses, interest expense, interest income, depreciation and amortization expenses, but including all the professional expenses in relation to initial public offering in the fiscal year of 2021. EBITDA is a Non-GAAP financial measurement. Please refer to “Non-GAAP financial measurement”.
**^2^**GMV refers to gross merchandise volume, which is the total value of confirmed orders placed with us and sold through distribution model or drop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned, calculated based on the listed prices of the ordered products without taking into consideration any discounts. The total GMV amount (i) includes GMV of products sold by Xingmu, (ii) excludes products sold through consignment model and (iii) excludes the value of services offered by us. GMV is subject to future adjustments (such as refunds) and represents only one measure of the Company’s performance and should not be relied on as an indicator of our financial results, which depend on a variety of factors.
Fiscal Q1 2022 Financial Results
Total revenues were RMB321.8 million (US$49.8 million), representing an increase of 35.0% from RMB238.4 million in the same quarter of fiscal year 2021. The increase was primarily due to the continued organic growth of our business.
| Revenues <br><br>(in million) | Three Months Ended June 30 | % | |
|---|---|---|---|
| 2021 | 2020 | change | |
| RMB | RMB | YoY | |
| Product sales | 311.5 | 237.9 | 30.9 |
| · Boqii Mall | 108.3 | 89.8 | 20.5 |
| · Third party e-commerce platforms | 203.2 | 148.1 | 37.2 |
| Online marketing and information services and other revenue | 10.3 | 0.5 | 1,944.2 |
| Total | 321.8 | 238.4 | 35.0 |
Gross profit was RMB56.4 million (US$8.7 million), an increase of 30.3% from RMB43.3 million in the same quarter of fiscal year 2021.
Gross margin was 17.5%, compared with 18.1% in the same quarter of fiscal year 2021. The decrease was mainly due to the increased e-commerce promotions during the 618 Shopping Festival resulting in lower price points.
Operating expenses were RMB97.9 million, an increase of 14.6% from RMB85.4 million in the same quarter of fiscal year 2021. Operating expenses as a percentage of total revenues was 30.4%, down from 35.8% in the same quarter of fiscal year 2021.
| · | Fulfillment Expenses were RMB32.9 million, a decrease of 2.2% from RMB33.6 million in the same quarter<br>of fiscal year 2021. Fulfillment expenses as a percentage of total revenues were 10.2%, down from 14.1% in the same quarter of fiscal<br>year 2021. The decrease was mainly due to: (i) the improved utilization of warehouses by adjusting inventory mix; (ii) more cost-efficient<br>China warehouse relocations; and (iii) lower delivery service prices through renegotiation with third-party delivery service providers. |
|---|---|
| · | Sales and marketing expenses were RMB45.5 million, an increase of 30.2%<br>from RMB34.9 million in the same quarter of fiscal year 2021. The increase was primarily due to: (i) the increased personnel expense of<br>RMB3.2 million and increased advertising fee of RMB4.1 million which was in line with our revenue growth, and (ii) the increased share-based<br>compensation expense of RMB1.3 million. Sales and marketing expenses as a percentage of total revenue were 14.1%, down from 14.7% in the<br>same quarter of fiscal year 2021. |
| --- | --- |
| · | General and administrative expenses were RMB19.6 million, an increase of 16.0% from RMB16.9 million in the same quarter of<br>fiscal year 2021. The increase was primarily due to the increased share-based compensation expense of RMB4.7 million, partially offset<br>by the reduced professional expense of RMB2.2 million with the Company’s initial public offering in the same quarter of fiscal year<br>2021. General and administrative expenses as a percentage of total revenue were 6.1%, down from 7.1% in the same quarter of fiscal year<br>2021. |
| --- | --- |
Operating loss was RMB41.5 million (US$6.4 million), compared to RMB42.1 million in the same quarter of fiscal year 2021.
EBITDA was a loss of RMB35.6 million (US$5.5 million), compared to a loss of RMB35.4 million in the same quarter of fiscal year 2021.
Net loss was RMB37.4 million (US$5.8 million), compared to net loss of RMB42.3 million in the same quarter of fiscal year 2021.
Adjusted net loss was RMB31.5 million (US$4.9 million), compared to adjusted net loss of RMB44.4 million in the same quarter of fiscal year 2021.
Diluted net loss per sharewas RMB0.52 (US$0.08), compared to diluted net loss per share of RMB4.06 in the same quarter of fiscal year 2021.
Total cash and cash equivalents and short-term investments were RMB415.7 million (US$64.4 million), compared to RMB460.8 million as of March 31, 2021.
Conference Call
Boqii’s management will hold a conference call to discuss the financial results at 8:00 AM on Friday, August 20, 2021, U.S. Eastern Time (8:00 PM on Friday, August 20, 2021, Beijing/Hong Kong Time).
To join the conference, please dial in 15 minutes before the conference is scheduled to begin using below numbers.
| Phone Number | |
|---|---|
| International | 1-412-317-6061 |
| United States | 1-888-317-6003 |
| Hong Kong | 852 800 963-976 |
| Mainland China | 86 4001-206115 |
| Passcode | 7711990 |
A replay of the conference call may be accessed by phone at the following numbers until August 27, 2021.
| Phone Number | |
|---|---|
| International | 1-412-317-0088 |
| United States | 1-877-344-7529 |
| Replay Access Code | 10159611 |
A live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.boqii.com/.
About Boqii Holding Limited
Boqii Holding Limited (NYSE: BQ) is a leading pet-focused platform in China. We are the leading online destination for pet products and supplies in China with our broad selection of high-quality products including global leading brands, local emerging brands, and our own private label, Yoken and Mocare, offered at competitive prices. Our online sales platforms, including Boqii Mall and our flagship stores on third-party e-commerce platforms, provide customers with convenient access to a wide selection of high-quality pet products and an engaging and personalized shopping experience. Our Boqii Community provides an informative and interactive content platform for users to share their knowledge and love for pets.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding such risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.
Non-GAAP Financial Measures
The Company uses non-GAAP financial measures, namely adjusted net loss, adjusted net loss margin, EBITDA and EBITDA margin, in evaluating its operating results and for financial and operational decision-making purposes. The Company defines (i) adjusted net loss as net loss excluding fair value change of derivative liabilities and share-based compensation expenses, (ii) adjusted net loss margin as adjusted net loss as a percentage of total revenues, (iii) EBITDA as net loss excluding income tax expenses, interest expense, interest income, depreciation and amortization expenses, (iv) EBITDA margin as EBITDA as a percentage of total revenues. The Company believes adjusted net loss, adjusted net loss margin, EBITDA and EBITDA margin enhance investors’ overall understanding of its financial performance and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.
These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. As these non-GAAP financial measures have limitations as analytical tools and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliation of GAAP and Non-GAAP Results.” The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure.
Exchange Rate
This press release contains translations of certain RMB amounts into U.S. dollars (“USD”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB6.4566 to US$1.00, the noon buying rate in effect on June 30, 2021 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred to could be converted into USD or RMB, as the case may be, at any particular rate or at all.
For investor and media inquiries, please contact:
In China:
Boqii Holding Limited
Investor Relations
Tel: +86-21-6882-6051
Email: ir@boqii.com
The Blueshirt Group
Ms. Susie Wang
Email: susie@blueshirtgroup.com
In the United States:
The Blueshirt Group
Ms. Julia Qian
Email: julia@blueshirtgroup.com
BOQII HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCESHEETS
(All amounts in thousands, except for shareand per share data, unless otherwise noted)
| As of March 31, 2021 | As ofJune 30, 2021 | As of<br><br> <br>June 30, 2021 | |
|---|---|---|---|
| RMB | RMB | US$ | |
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 292,237 | 287,060 | 44,460 |
| Short-term investments | 168,546 | 128,678 | 19,930 |
| Accounts receivable, net | 45,732 | 74,277 | 11,504 |
| Inventories, net | 91,551 | 105,809 | 16,388 |
| Prepayments and other current assets | 85,261 | 74,613 | 11,556 |
| Amounts due from related parties | 11,465 | 34,294 | 5,311 |
| Total current assets | 694,792 | 704,731 | 109,149 |
| Non-current assets: | |||
| Property and equipment, net | 8,386 | 8,338 | 1,291 |
| Intangible assets | 29,537 | 28,540 | 4,420 |
| Operating lease right-of-use assets | 29,234 | 32,805 | 5,081 |
| Long-term investments | 74,330 | 79,232 | 12,271 |
| Goodwill | 40,184 | 40,684 | 6,301 |
| Other non-current asset | 4,111 | 4,024 | 624 |
| Total non-current assets | 185,782 | 193,623 | 29,988 |
| Total assets | 880,574 | 898,354 | 139,137 |
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | |||
| Current liabilities | |||
| Short-term borrowings | 85,566 | 103,332 | 16,004 |
| Accounts payable | 71,848 | 114,384 | 17,716 |
| Salary and welfare payable | 6,309 | 4,860 | 753 |
| Accrued liabilities and other current liabilities | 30,055 | 30,096 | 4,661 |
| Amounts due to related parties, current | 910 | 10,178 | 1,577 |
| Contract liabilities | 3,866 | 3,474 | 538 |
| Operating lease liabilities, current | 8,063 | 9,639 | 1,493 |
| Derivative liabilities | 9,996 | 10,125 | 1,568 |
| Total current liabilities | 216,613 | 286,088 | 44,310 |
| Non-current liabilities | |||
| Deferred tax liabilities | 8,958 | 8,711 | 1,349 |
| Operating lease liabilities, non-current | 19,997 | 21,891 | 3,390 |
| Long-term borrowings | 68,075 | 49,674 | 7,693 |
| Other debts, non-current | 433,292 | 365,256 | 56,571 |
| Total non-current liabilities | 530,322 | 445,532 | 69,003 |
| Total liabilities | 746,935 | 731,620 | 113,313 |
| Mezzanine equity | |||
| Redeemable non-controlling interests | 5,946 | 6,086 | 943 |
| Total mezzanine equity | 5,946 | 6,086 | 943 |
| Stockholders’ equity: | |||
| Class A ordinary shares (US$0.001 par value; 129,500,000 shares authorized, 54,505,108 and 54,556,503 shares issued and outstanding as of March 31 and June 30, 2021, respectively) | 364 | 365 | 56 |
| Class B ordinary shares (US$0.001 par value; 15,000,000 shares authorized, 13,037,729 shares issued and outstanding as of March 31 and June 30, 2021, respectively) | 82 | 82 | 13 |
| Additional paid-in capital | 3,272,612 | 3,279,409 | 507,916 |
| Statutory reserves | 3,047 | 3,117 | 483 |
| Accumulated other comprehensive loss | (20,172) | (28,884) | (4,474) |
| Accumulated deficit | (2,759,882) | (2,794,987) | (432,888) |
| Receivable for issuance of ordinary shares | (413,377) | (343,068) | (53,135) |
| Total Boqii Holding Limited shareholders’ equity | 82,674 | 116,034 | 17,971 |
| Non-controlling interests | 45,019 | 44,614 | 6,910 |
| Total shareholders’ equity | 127,693 | 160,648 | 24,881 |
| Total liabilities, mezzanine equity and shareholders' equity | 880,574 | 898,354 | 139,137 |
Notes for all the condensed consolidated financial schedules presented:
Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.4566 on June 30, 2021 published by the Federal Reserve Board.
BOQII HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS
(All amounts in thousands, except for shareand per share data, unless otherwise noted)
| Three Months Ended June 30, | |||
|---|---|---|---|
| 2020 | 2021 | 2021 | |
| RMB | RMB | US$ | |
| Net revenues: | |||
| Product sales | 237,932 | 311,493 | 48,244 |
| Online marketing and information services and other revenue | 506 | 10,353 | 1,604 |
| Total revenues | 238,438 | 321,846 | 49,848 |
| Total cost of revenue | (195,168) | (265,465) | (41,115) |
| Gross profit | 43,270 | 56,381 | 8,733 |
| Operating expenses: | |||
| Fulfillment expenses | (33,632) | (32,887) | (5,094) |
| Sales and marketing expenses | (34,944) | (45,485) | (7,045) |
| General and administrative expenses | (16,868) | (19,571) | (3,031) |
| Other income, net | 47 | 12 | 2 |
| Loss from operations | (42,127) | (41,550) | (6,435) |
| Interest income | 1,716 | 5,187 | 803 |
| Interest expense | (7,143) | (6,062) | (939) |
| Other gain, net | 2,897 | 3,128 | 484 |
| Fair value change of derivative liabilities | 2,106 | 162 | 25 |
| Loss before income tax expenses | (42,551) | (39,135) | (6,062) |
| Income taxes expenses | 309 | 1,009 | 156 |
| Share of results of equity investees | (57) | 766 | 119 |
| Net loss | (42,299) | (37,360) | (5,787) |
| Less: Net income/(loss) attributable to the non-controlling interest shareholders | 279 | (2,467) | (382) |
| Net loss attributable to Boqii Holding Limited | (42,578) | (34,893) | (5,405) |
| Less: Accretion on convertible redeemable preferred shares to redemption value | (35,137) | - | - |
| Less: Accretion on redeemable non-controlling interests to redemption value | - | (140) | (22) |
| Less: Deemed dividend to preferred shareholders | (12,547) | - | - |
| Net loss attributable to Boqii Holding Limited’s ordinary shareholders | (90,262) | (35,033) | (5,427) |
| Net loss | (42,299) | (37,360) | (5,787) |
| Other comprehensive loss: | |||
| Foreign currency translation adjustment, net of nil tax | (801) | (8,712) | (1,349) |
| Unrealized securities holding gains | 1,195 | - | - |
| Total comprehensive loss | (41,905) | (46,072) | (7,136) |
| Less: Total comprehensive income/(loss) attributable to non-controlling interests shareholders | 279 | (2,467) | (382) |
| Total comprehensive loss attributable to Boqii Holding Limited | (42,184) | (43,605) | (6,754) |
| Net loss per share attributable to Boqii Holding Limited’s ordinary shareholders | |||
| — basic | (4.06) | (0.52) | (0.08) |
| — diluted | (4.06) | (0.52) | (0.08) |
| Weighted average number of ordinary shares | |||
| — basic | 22,238,454 | 67,640,952 | 67,640,952 |
| — diluted | 22,238,454 | 67,640,952 | 67,640,952 |
Notes for all the condensed consolidated financial schedules presented:
Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.4566 on June 30, 2021 published by the Federal Reserve Board.
BOQII HOLDING LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS
(All amounts in thousands, except for shareand per share data, unless otherwise noted)
| Three Months Ended June 30, | ||
|---|---|---|
| 2020 | 2021 | |
| RMB | RMB | |
| Net loss | (42,299) | (37,360) |
| Fair value change of derivative liabilities | (2,106) | (162) |
| Share-based compensation | - | 5,986 |
| Adjusted Net Loss | (44,405) | (31,536) |
| Adjusted Net Loss Margin | (18.6%) | (9.8%) |
| Three Months Ended June 30, | ||
| --- | --- | --- |
| 2020 | 2021 | |
| RMB | RMB | |
| Net loss | (42,299) | (37,360) |
| Income tax expenses | (309) | (1,009) |
| Interest expenses | 7,143 | 6,062 |
| Interest income | (1,716) | (5,187) |
| Depreciation and amortization | 1,750 | 1,928 |
| EBITDA | (35,431) | (35,566) |
| EBITDA Margin | (14.9%) | (11.1%) |
Notes for all the condensed consolidated financial schedules presented:
Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.4566 on June 30, 2021 published by the Federal Reserve Board.