6-K
Boqii Holding Ltd (BQ)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 UNDER
THESECURITIES EXCHANGE ACT OF 1934
Forthe month of December 2023
CommissionFile Number: 001-39547
BoqiiHolding Limited
Building9, No. 388, Shengrong RoadPudong New District, Shanghai 201210
ThePeople’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Boqii Reports Fiscal 2024 First Half Unaudited Financial Results |
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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.
| Boqii Holding Limited | |
|---|---|
| By: | /s/ Yingzhi (Lisa) Tang |
| Name: | Yingzhi (Lisa) Tang |
| Title: | Director, co-Chief Executive Officer and Chief Financial Officer |
Date: December 20, 2023
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Exhibit99.1
BoqiiAnnounces Fiscal 2024 First Half Unaudited Financial Results
Boqii Holding Limited (“We,” “Boqii” or the “Company”) (NYSE American: BQ), a leading pet-focused platform in China, today reported its unaudited financial results for the first half of fiscal year 2024 (i.e., the six months ended September 30, 2023).
Fiscal2024 First Half Operational and Financial Highlights
| ● | Total revenues were RMB389.4 million (US$53.4 million), compared to RMB589.6 million in the<br> first half of fiscal 2023. |
|---|
| ● | Loss from operations was RMB31.7 million (US$4.3 million), compared to a loss from operations<br> of RMB29.6 million in the first half of fiscal 2023. |
|---|
| ● | Net loss was RMB37.7 million (US$5.2 million), compared to a loss of RMB29.5 million in the<br> first half of fiscal 2023. |
|---|---|
| ● | EBITDA^1^was a loss of RMB33.5 million (US$4.6 million), compared to a loss of RMB 22.9 million<br> in the first half of fiscal 2023. |
| --- | --- |
| ● | Total GMV^2^ was RMB903.0 million (US$123.8 million), compared to RMB1,382.0 million<br> in the first half of fiscal 2023. |
| --- | --- |
| ● | Customer acquisition cost^3^ was RMB2.8, representing a decrease of 46.0% from RMB5.2<br> in the first half of fiscal 2023. |
| --- | --- |
| ● | In<br> September 2023, the Company entered into certain financing agreements with third party investors. |
| --- | --- |
CEO &CFO Quote
Mr. Hao Liang, Boqii’s Founder, Chairman and Chief Executive Officer commented, “Fluctuation in certain industry sectors and unfavorable capital market performance have affected consumer sentiment in the first half of fiscal 2024. Despite these challenges, we remain confident in our unique positioning in China’s expanding pet market. The revenue share of our private labels increased from 18.5% in the first half of fiscal 2023 to 27.5% in the first half of fiscal 2024, highlighting the multi-dimensional balanced development trend of Boqii pet ecology. In light of these, we remain optimistic towards our future development.”
Ms. Yingzhi (Lisa) Tang, Boqii’s Co-Founder, Co-CEO and CFO commented, “In the first half of fiscal 2024, we continued to optimize our operational capabilities and achieved stable results amid uncertain market environment. During the reporting period, our fulfilment expenses as a percentage of total revenue decreased from 11.6% in the first half of fiscal 2023 to 8.9% in the first half of fiscal 2024, and our customer acquisition cost hit the historic low, down by 46.0% year-over-year to merely RMB2.8. These results present our operational strengths and profitability potential. We are dedicated to creating a pet ecological closed loop, stable business development, and we will constantly create value for both our users and shareholders in the future. “
| ^1^ | EBITDA<br> refers to net loss excluding income tax expenses, interest expense, interest income, depreciation<br> and amortization expenses. EBITDA is a Non-GAAP financial measurement. See the section titled<br> “Non-GAAP Financial Measures” for more information about EBITDA. |
|---|---|
| ^2^ | GMV<br> refers to gross merchandise volume, which is the total value of confirmed orders placed with<br> us and sold through distribution model or drop shipping model where we act as a principal<br> in the transaction regardless of whether the products are delivered or returned, calculated<br> based on the listed prices of the ordered products without taking into consideration any<br> discounts. The total GMV amount (i) includes GMV of products sold by Xingmu, (ii) excludes<br> products sold through consignment model and (iii) excludes the value of services offered<br> by us. GMV is subject to future adjustments (such as refunds) and represents only one measure<br> of the Company’s performance and should not be relied on as an indicator of our financial<br> results, which depend on a variety of factors. |
| ^3^ | Customer<br>acquisition cost refers to the average promotional expenses of acquiring a buyer. |
| --- | --- |
Fiscal2024 First Half Financial Results
Totalrevenues were RMB389.4 million (US$53.4 million), compared to RMB589.6 million for the first half of fiscal 2023, which is primarily due to the optimization of product mix related to our business strategy.
| Six Months Ended<br><br> September 30, | |||||||
|---|---|---|---|---|---|---|---|
| Revenues | 2023 | 2022 | Change | ||||
| (inmillions, except for percentages) | RMB | RMB | % | ||||
| Product sales | 374.1 | 568.7 | (34.2 | ) | |||
| ● Boqii Mall | 149.9 | 238.6 | (37.2 | ) | |||
| ● Third party e-commerce platforms | 224.2 | 330.1 | (32.1 | ) | |||
| Online marketing and information services and other revenue | 15.3 | 20.9 | (26.8 | ) | |||
| Total | 389.4 | 589.6 | (34.0 | ) |
Grossprofit was RMB77.9 million (US$10.7 million), compared to RMB123.9 million for the first half of fiscal 2023.
Grossmargin was 20.0%, compared to 21.0% for the first half of fiscal 2023.
Operatingexpenses were RMB112.0 million (US$15.4 million), representing a decrease of 27.1% from RMB153.8 million for the first half of fiscal 2023. Operating expenses as a percentage of total revenues were 28.8%, compared to 26.1% for the first half of fiscal 2023.
| ● | Fulfillment expenses were RMB34.5 million (US$4.7 million), representing a decrease of 49.4% from<br> RMB68.2 million for the first half of fiscal 2023. The decrease was primarily due to the<br> decrease in shipping and handling expenses, resulting from a lower unit price of fulfillment<br> compared to that for the first half of fiscal 2023. Fulfillment expenses as a percentage<br> of total revenues were 8.9%, down from 11.6% for the first half of fiscal 2023. |
|---|
| ● | Sales and marketing expenses were RMB45.4 million (US$6.2 million), representing a decrease<br> of 28.6% from RMB63.5 million for the first half of fiscal 2023. The decrease was primarily<br> due to (i) the decrease in advertising expenses of RMB7.8 million, as a result of our cost-saving<br> efforts; (ii) the decrease in third-party commisions of 4.0 million; and (iii) the decrease<br> in staff costs of RMB5.1 million related to the optimization of our organizational structure. |
|---|
| ● | General and administrative expenses were RMB32.2 million (US$4.4 million), compared to RMB22.1<br> million for the first half of fiscal 2023. The increase was primarily due to (i) the increase<br> in share-based compensation expenses of RMB6.1 million; and (ii) the increase of allowance<br> for expected credit losses of RMB3.0 million from the receivables due from third parties. |
|---|
Lossfrom operations was RMB31.7 million (US$4.3 million), compared to a loss from operations of RMB29.6 million for the first half of fiscal 2023.
Netloss was RMB37.7 million (US$5.2 million), compared to a loss of RMB29.5 million in the first half of fiscal 2023.
EBITDAwas a loss of RMB33.5 million (US$4.6 million), compared to a loss of RMB 22.9 million in the first half of fiscal 2023. See the section titled “Non-GAAP Financial Measures” for more information about EBITDA.
Dilutednet loss per share was RMB0.52 (US$0.07), compared to diluted net loss per share of RMB0.43 for the first half of fiscal 2023.
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Totalcash and cash equivalents and short-term investments were RMB86.8 million (US$11.9 million), compared to RMB159.6 million as of March 31, 2023.
ConferenceCall
Boqii’s management will hold a conference call to discuss the financial results at 8:00 AM on Wednesday, December 20, 2023, U.S. Eastern Time (9:00 PM on Wednesday, December 20, 2023, Beijing/Hong Kong Time).
To join the conference, please dial in 15 minutes before the conference is scheduled to begin using below numbers.
| Phone<br> Number | |
|---|---|
| International | 1-412-317-6061 |
| United<br> States | 1-888-317-6003 |
| Hong<br> Kong | 852<br> 800 963-976 |
| Mainland<br> China | 86<br> 4001-206115 |
| Passcode | 1075217 |
A replay of the conference call may be accessed by phone at the following numbers until December 27, 2023.
| Phone<br> Number | |
|---|---|
| International | 1-412-317-0088 |
| United<br> States | 1-877-344-7529 |
| Replay<br> Access Code | 7400342 |
A live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.boqii.com/.
AboutBoqii Holding Limited
Boqii Holding Limited (NYSE American: BQ) is a leading pet-focused platform in China. The Company is the leading online destination for pet products and supplies in China with its broad selection of high-quality products including global leading brands, local emerging brands, and its own private label, Yoken, Mocare and D-cat, offered at competitive prices. The Company’s online sales platforms, including Boqii Mall and its 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. The Company’s Boqii Community provides an informative and interactive content platform for users to share their knowledge and love for pets.
SafeHarbor Statement
This document 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.Further information regarding such risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this document is as of the date hereof, and the Company does not undertake any duty to update such information, except as required under applicable law.
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Non-GAAPFinancial Measures
The Company uses non-GAAP financial measures, namely non-GAAP net loss, non-GAAP net loss margin, EBITDA and EBITDA margin, in evaluating its operating results and for financial and operational decision-making purposes. The Company defines (i) non-GAAP net loss as net loss excluding fair value change of derivative liabilities and share-based compensation expenses, (ii) non-GAAP net loss margin as non-GAAP net loss as a percentage of total revenues, (iii) EBITDA as net loss excluding income tax expenses, interest expenses, interest income, depreciation and amortization, and (iv) EBITDA margin as EBITDA as a percentage of total revenues. The Company believes non-GAAP net loss, non-GAAP 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 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.
ExchangeRate
This document contains translations of certain RMB amounts into U.S. dollars (“USD,“or “US$”) 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 RMB7.2960 US$1.00, the noon buying rate in effect on September 29, 2023 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.
Forinvestor and media inquiries, please contact:
In China:
Boqii Holding Limited
Investor Relations
Tel: +86-21-6882-6051
Email: ir@boqii.com
DLK Advisory Limited
Tel: +852-2857-7101
Email: ir@dlkadvisory.com
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BOQII HOLDING LIMITED
UNAUDITED CONDENSEDCONSOLIDATED BALANCE SHEETS
(All amounts in thousands,except for share and per share data, unless otherwise noted)
| As of<br> March 31, <br> 2023 | As of <br> September 30, 2023 | As of September 30, 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | US | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 89,850 | 86,811 | ||||||
| Short-term investments | 69,797 | - | ||||||
| Accounts receivable, net | 76,767 | 75,231 | ||||||
| Inventories, net | 81,052 | 67,670 | ||||||
| Prepayments and other current assets | 77,997 | 84,474 | ||||||
| Amounts due from related parties | 9,362 | 9,346 | ||||||
| Total current assets | 404,825 | 323,532 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 5,492 | 3,895 | ||||||
| Intangible assets | 21,594 | 19,711 | ||||||
| Operating lease right-of-use assets | 22,354 | 12,789 | ||||||
| Long-term investments | 75,607 | 67,699 | ||||||
| Amounts due from related parties, non-current | 2,851 | 5,015 | ||||||
| Other non-current asset | 5,252 | 3,901 | ||||||
| Total non-current assets | 133,150 | 113,010 | ||||||
| Total assets | 537,975 | 436,542 | ||||||
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | 86,261 | 15,288 | ||||||
| Accounts payable | 56,022 | 54,820 | ||||||
| Salary and welfare payable | 6,890 | 6,386 | ||||||
| Accrued liabilities and other current liabilities | 22,104 | 20,203 | ||||||
| Amounts due to related parties, current | 471 | 199 | ||||||
| Contract liabilities | 4,471 | 3,998 | ||||||
| Operating lease liabilities, current | 9,220 | 6,132 | ||||||
| Derivative liabilities | 10,701 | 13,917 | ||||||
| Total current liabilities | 196,140 | 120,943 | ||||||
| Non-current liabilities | ||||||||
| Deferred tax liabilities | 4,141 | 3,204 | ||||||
| Operating lease liabilities, non-current | 12,741 | 7,121 | ||||||
| Other debts, non-current | 102,827 | 41,302 | ||||||
| Total non-current liabilities | 119,709 | 51,627 | ||||||
| Total liabilities | 315,849 | 172,570 | ||||||
| Mezzanine equity | ||||||||
| Redeemable non-controlling interests | 7,197 | 7,567 | ||||||
| Total mezzanine equity | 7,197 | 7,567 | ||||||
| Stockholders’ equity: | ||||||||
| Class A ordinary shares | 373 | 579 | ||||||
| Class B ordinary shares | 82 | 82 | ||||||
| Additional paid-in capital | 3,287,696 | 3,332,797 | ||||||
| Statutory reserves | 3,876 | 3,876 | ||||||
| Accumulated other comprehensive loss | (37,189 | ) | (35,765 | ) | ) | |||
| Accumulated deficit | (2,995,975 | ) | (3,033,390 | ) | ) | |||
| Receivable for issuance of ordinary shares | (83,405 | ) | (50,567 | ) | ) | |||
| Total Boqii Holding Limited shareholders’ equity | 175,458 | 217,612 | ||||||
| Non-controlling interests | 39,471 | 38,793 | ||||||
| Total shareholders’ equity | 214,929 | 256,405 | ||||||
| Total liabilities, mezzanine equity and shareholders’ equity | 537,975 | 436,542 |
All values are in US Dollars.
Note: All translations from RMB to USD were made at the rate of RMB7.2960 US$1.00, the noon buying rate in effect on September 29, 2023 in the H.10 statistical release of the Federal Reserve Board.
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BOQII HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS
(All amounts in thousands, except for shareand per share data, unless otherwise noted)
| Six Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 2023 | ||||||
| RMB | RMB | US | ||||||
| Net revenues: | ||||||||
| Product sales | 568,698 | 374,102 | ||||||
| Online marketing and information services and other revenue | 20,931 | 15,269 | ||||||
| Total revenues | 589,629 | 389,371 | ||||||
| Total cost of revenue | (465,703 | ) | (311,435 | ) | ) | |||
| Gross profit | 123,926 | 77,936 | ||||||
| Operating expenses: | ||||||||
| Fulfillment expenses | (68,161 | ) | (34,499 | ) | ) | |||
| Sales and marketing expenses | (63,530 | ) | (45,370 | ) | ) | |||
| General and administrative expenses | (22,066 | ) | (32,169 | ) | ) | |||
| Other income, net | 242 | 2,401 | ||||||
| Loss from operations | (29,589 | ) | (31,701 | ) | ) | |||
| Interest income | 4,025 | 2,008 | ||||||
| Interest expense | (7,193 | ) | (3,079 | ) | ) | |||
| Other gain/(losses), net | 7,190 | (2,283 | ) | ) | ||||
| Fair value change of derivative liabilities | (4,534 | ) | (3,216 | ) | ) | |||
| Loss before income tax expenses and share of results of equity investees | (30,101 | ) | (38,271 | ) | ) | |||
| Income taxes expenses | 418 | 482 | ||||||
| Share of results of equity investees | 184 | 67 | ||||||
| Net loss | (29,499 | ) | (37,722 | ) | ) | |||
| Less: Net loss attributable to the non-controlling interest shareholders | (299 | ) | (677 | ) | ) | |||
| Net loss attributable to Boqii Holding Limited | (29,200 | ) | (37,045 | ) | ) | |||
| Accretion on redeemable non-controlling interests to redemption value | (323 | ) | (371 | ) | ) | |||
| Net loss attributable to Boqii Holding Limited’s ordinary shareholders | (29,523 | ) | (37,416 | ) | ) | |||
| Net loss | (29,499 | ) | (37,722 | ) | ) | |||
| Other comprehensive income/(loss): | ||||||||
| Foreign currency translation adjustment, net of nil tax | 22,329 | 2,849 | ||||||
| Unrealized securities holding loss | (249 | ) | (1,425 | ) | ) | |||
| Total comprehensive loss | (7,419 | ) | (36,298 | ) | ) | |||
| Less: Total comprehensive loss attributable to non-controlling interest shareholders | (299 | ) | (677 | ) | ) | |||
| Total comprehensive loss attributable to Boqii Holding Limited | (7,120 | ) | (35,621 | ) | ) | |||
| Net loss attributable to Boqii Holding Limited’s ordinary shareholders | ||||||||
| — basic | (0.43 | ) | (0.52 | ) | ) | |||
| — diluted | (0.43 | ) | (0.52 | ) | ) | |||
| Weighted average number of ordinary shares | ||||||||
| — basic | 68,841,500 | 72,332,794 | ||||||
| — diluted | 68,841,500 | 72,332,794 |
All values are in US Dollars.
Note: All translations from RMB to USD were made at the rate of RMB7.2960 US$1.00, the noon buying rate in effect on September 29, 2023 in the H.10 statistical release of the Federal Reserve Board.
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Boqii Holding Limited
Reconciliation of GAAP and Non-GAAP Results
(All amounts in thousands, except for percentages)
| Six Months Ended<br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2023 | |||||
| RMB | RMB | |||||
| Net loss | (29,499 | ) | (37,722 | ) | ||
| Fair value change of derivative liabilities | 4,534 | 3,216 | ||||
| Share-based compensation expenses | (3,567 | ) | 290 | |||
| Non-GAAP net loss | (28,532 | ) | (34,216 | ) | ||
| Non-GAAP net loss margin | (4.8 | %) | (8.8 | %) | ||
| Six Months Ended<br><br> September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2023 | |||||
| RMB | RMB | |||||
| Net loss | (29,499 | ) | (37,722 | ) | ||
| Income tax expenses | (418 | ) | (482 | ) | ||
| Interest expenses | 7,193 | 3,079 | ||||
| Interest income | (4,025 | ) | (2,008 | ) | ||
| Depreciation and amortization | 3,815 | 3,641 | ||||
| EBITDA | (22,934 | ) | (33,492 | ) | ||
| EBITDA margin | (3.9 | %) | (8.6 | %) |
Note: All translations from RMB to USD were made at the rate of RMB7.2960 US$1.00, the noon buying rate in effect on September 29, 2023 in the H.10 statistical release of the Federal Reserve Board.
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