6-K
Scienjoy Holding Corp (SJ)
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 November 2021
Commission File Number: 001-38799
SCIENJOY HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor, JIA No. 34, Shenggu Nanli
Chaoyang District, Beijing
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 of 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): ☐
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-256373), Form F-3 (Registration Number 333-256714), and Form F-3 (Registration Number 333- 254818), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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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.
| Scienjoy Holding Corporation | ||
|---|---|---|
| Date: November 22, 2021 | By: | /s/ Xiaowu He |
| Name: | Xiaowu He | |
| Title: | Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 22, 2021. |
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Exhibit 99.1
Scienjoy Holding Corporation Reports InterimNine months ended September 30, 2021 Unaudited Financial Results
Revenues up 52.5% Year Over Year
Adjusted Net Income up 37.5% Year Over Year
Nine months 2021 Revenues and Adjusted NetIncome Approach Fiscal Year 2020 Results
BEIJING, November 22, 2021 /PRNewswire/ — Scienjoy Holding Corporation (“Scienjoy”, the “Company”, or “We”) (NASDAQ: SJ), a leading live entertainment mobile streaming platform in China, today announced its unaudited financial results for the nine months ended September 30, 2021.
Nine Months 2021 Operating and Financial Highlights
| ● | Total<br>net revenues for the nine months ended September 30, 2021 increased by 52.5% to RMB1,171.2 million (US$181.8 million) from RMB767.8 million<br>in the same period of 2020. |
|---|---|
| ● | Gross<br>profit for the nine months ended September 30, 2021 increased by 27.4% to RMB232.4 million (US$36.1 million) from RMB182.4 million in<br>the same period of 2020. |
| --- | --- |
| ● | Net<br>income for the nine months ended September 30, 2021 increased by 7.7% to RMB237.5 million (US$36.9 million) from RMB220.5 million in<br>the same period of 2020. |
| --- | --- |
| ● | Adjusted<br>net income for the nine months ended September 30, 2021 increased by 37.5% to RMB182.6 million (US$28.3 million) from RMB132.8 million<br>in the same period of 2020. |
| --- | --- |
| ● | Total<br>paying users for the nine months ended September 31,2021 decreased by 10.8% to 648,465 from 727,385 in the same period of 2020. |
| --- | --- |
| ● | Active<br>broadcasters for the nine months ended September 31,2021 increased by 28.2% to 250,497 from 195,422 in the same period of 2020. |
| --- | --- |
| ● | As<br>of September 30, 2021, the Company had RMB291.9 million (US$45.3 million) in cash and cash equivalents, which represented an increase<br>of 29.9% from RMB224.8 million as of December 31, 2020. |
| --- | --- |
Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “Scienjoy has continued to achieve outstanding financial and operational results in the first nine months of 2021. Our revenues and adjusted net income for the nine months of 2021 are close to the full year results of fiscal year 2020, which reflect tremendous growth in our business. We have made significant progress on improving operating efficiency through refined operations and continued to invest and adopt extensive cutting-edge technologies to improve overall users’ experience. The rapid growth number of active broadcasters has proved our strong capabilities in addressing increasing demands for livestreaming. Looking forward, we are committed to building the metaverse in the livestreaming field, by using Artificial Intelligence (AI), Augmented Reality (AR), Virtual Reality (VR), Mixed Reality (MR), big data, and blockchain to upgrade the fundamental elements of livestreaming settings and expand the offerings of livestreaming content. With the continuous development and application of advanced technologies, we aim to fulfill the fast-evolving expectations of our users and broadcasters, which are building an interactive connection between users and broadcasters and customizing their own experiences with a vast variety of contents and features. We remain optimistic and believe that we are well positioned to continue to capture the opportunity in the rapidly expanding and evolving market for live entertainment mobile streaming.”
Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “We continued to deliver strong financial results in the first nine months of 2021 as we focused on investing in technologies to improve our platform and delivering the attractive experiences to our users and broadcasters. The significant increase in revenue and adjusted net income demonstrated the attractiveness of our platform. Looking ahead, we will still be dedicated to facilitating user growth, enhancing monetization and developing our technologies and ambition in building metaverse in livestreaming. We are confident that we will continue to generate significant revenue and provide greater value to our shareholders in the long term.”
Nine Months 2021 Financial Results
Total net revenues for the nine months ended September 30, 2021 increased by 52.5% to RMB1,171.2 million (US$181.8 million) from RMB767.8 million in the same period of 2020, because more quality content are provided through our integrated multiple live streaming platforms including Beelive platforms we acquired in September 2020 and our ARPPU for the nine months ended September 30, 2021 increased by 70% comparing to the same period of last year, partially offset by decrease in number of paying users.
Cost of revenues for the nine months ended September 30, 2021 increased by 60.4% to RMB938.8 million (US$145.7 million) from RMB585.4 million in the same period of 2020. The increase was primarily attributable to a 58.7%, or RMB297.0 million, year-over-year increase in the Company’s revenue sharing fees and content costs, which was consistent with the 28.2% year-over-year increase in active broadcasters as well as the growth of the Company’s overall live streaming operations for the nine months ended September 30, 2021. In addition, the Company incurred share based compensation of RMB3.4 million for the nine months ended September 30, 2021 and no such expense incurred in the same period of last year.
Gross profitfor the nine months ended September 30, 2021 increased by 27.4% to RMB232.4 million (US$36.1 million) from RMB182.4 million in the same period of 2020.
Total operating expenses for the nine months ended September 30, 2021 increased to RMB85.6 million (US$13.3 million) from RMB41.5 million in the same period of 2020.
| ● | Sales<br>and marketing expenses for the nine months ended September 30, 2021 kept constant at RMB3.7 million (US$0.6 million) as compared to the<br>same period of 2020. |
|---|---|
| ● | General<br>and administrative expenses for the nine months ended September 30, 2021 significantly increased to RMB38.6 million (US6.0 million) from<br>RMB19.7 million in the same period of 2020.The increase was primarily because we had a share based compensation of RMB3.6 Million (US$0.6<br>million) and higher listing-related professional fees, employee salary and welfare and amortization of intangible assets as compared<br>to the same period of 2020. |
| --- | --- |
| ● | Research<br>and development expenses for the nine months ended September 30, 2021 increased by 91.6% to RMB39.8 million (US$6.2 million) from RMB20.8<br>million in the same period of 2020. The increase was due to higher R&D headcount and the Company had share based compensation of<br>RMB5.4 million (US$0.8 million) in the first nine months ended September 30, 2021. |
| --- | --- |
| ● | Provision<br>for doubtful accounts for the nine months ended September 30, 2021 was RMB3.4 million (US$0.5 million) as compared to a recovery for<br>doubtful accounts of RMB2.7 million in the same period of 2020 |
| --- | --- |
Income from operations for the nine months ended September 30, 2021 increased by 4.2% to RMB146.8 million (US$22.8 million) from RMB140.9 million in the same period of 2020.
Change in fair value of contingent considerationfor the nine months ended September 30, 2021 decreased by 48.1% to RMB45.5 million (US$7.1 million) from RMB87.6 million in the same period of 2020. Change in fair value of contingent consideration is derived from the Company’s reverse recapitalization with Wealthbridge Acquisition Limited on May 7, 2020, and acquisition of BeeLive on August 10, 2020, which involved payments of future contingent consideration upon the achievement of certain financial performance targets and specific market price levels. Earn out liabilities are recorded for the estimated fair value of the contingent consideration on the merger date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized as either income or expense. ****
Change in fair value of warrants liabilityfor the nine months ended September 30, 2021 amount to RMB21.8 million (US$3.4 million). The Company’s warrants assumed from SPAC acquisition that have complex terms, such as a clause in which the warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash upon a fundamental transaction that is considered outside of the control of management are considered to be a derivative that are recorded as a liability at fair value. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.
Change in fair value of investment in marketablesecurity for the nine months ended September 30, 2021 amount to RMB27.6 million (US$4.3 million) In January 2021, the Company, through its wholly owned subsidiary, Scienjoy Inc., purchased from Cross Wealth Investment Holding Limited, an entity related to two directors of the Company, 606,061 ordinary shares of Goldenbridge Acquisition Limited (“Goldenbridge”) for an aggregated consideration of US$2 million. Goldenbridge was formed as a special purpose acquisition company. The investment was classified as investment in marketable security, which is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.
Net income for the nine months ended September 30, 2021 increased by 7.7% to RMB237.5 million (US$36.9 million) from RMB220.5 million in the same period of 2020.
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Adjusted net income for the nine months ended September 30, 2021 increased by 37.5% to RMB182.6 million (US$28.3 million) from RMB132.8 million in the same period of 2020.
Basic and diluted net income per ordinary sharefor the nine months ended September 30, 2021 were both RMB7.73 (US$1.20). In comparison, basic and diluted net income per ordinary share for the nine months ended September 30, 2020 were both RMB10.14, respectively.
Adjusted basic and diluted net income per ordinaryshare for the nine months ended September 30, 2021 were both RMB5.94 (US$0.92). In comparison, both adjusted basic and diluted net income per ordinary share for the nine months ended September 30, 2020 were RMB6.11.
As of September 30, 2021, the Company had cashand cash equivalents of RMB291.9 million (US$45.3 million) compared to RMB224.8 million as of December 31, 2020.
Business Outlook
The Company expects its total net revenues to be in the range of RMB393 million to RMB455 million in the fourth quarter of 2021. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly in respect to the potential impact of COVID-19 on the economy in China and other markets around the world.
About Scienjoy Holding CorporationLimited
Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service ecosystem to delight and entertain users. With approximately 250 million registered users, Scienjoy currently operates four livestreaming platform brands, including Showself, Lehai, Haixiu, and BeeLive, which features both the Mifeng Chinese version and BeeLive International version. Scienjoy uniquely combines a gamified business approach to livestreaming, in-depth knowledge of the livestreaming industry, and cutting-edge technologies such as blockchain, augmented reality (AR), virtual reality (VR), and big data, to create a unique user experience. Scienjoy is devoted to building a livestreaming Metaverse to provide users with the ultimate immersive experience, a social media network that transcends time and space, a digital community that spans virtual and physical reality, and a content-rich ecosystem. For more information, please visit http://ir.scienjoy.com/.
Use of Non-GAAP Financial Measures
Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. Adjusted basic and diluted net income per ordinary share is non-GAAP net income (loss) attributable to ordinary shareholders divided by weighted average number of ordinary shares used in the calculation of non-GAAP basic and diluted net income per ordinary share. The non-GAAP financial measures are presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP financial measures have material limitations as analytical metrics 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. In light of the foregoing limitations, you should not consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with US GAAP.
For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of this 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 RMB6.4434 to US$1.00, the noon buying rate in effect on September 30, 2021, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB amounts could have been, or could be, converted, realized or settled in U.S. dollars at that rate on September 30, 2021, or at any other rate.
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Safe Harbor Statement
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
Investor Relations Contact
Ray Chen
VP, Investor relations
Scienjoy Inc.
+86-010-64428188
ray.chen@scienjoy.com
Tina Xiao
Ascent Investor Relations
+1 (917) 609-0333
tina.xiao@ascent-ir.com
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share and per share data or otherwise stated)
| As of<br> December 31 | As of<br> September 30 | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | ||||
| RMB | RMB | US | ||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | 224,768 | 291,879 | ||||
| Accounts receivable, net | 228,214 | 228,478 | ||||
| Prepaid expenses and other current assets | 13,753 | 26,750 | ||||
| Amounts due from related parties | 7 | 13,007 | ||||
| Investment in marketable security | - | 40,606 | ||||
| Total current assets | 466,742 | 600,720 | ||||
| Property and equipment, net | 1,356 | 1,475 | ||||
| Intangible assets, net | 239,634 | 236,686 | ||||
| Goodwill | 92,069 | 92,069 | ||||
| Long term investments | 5,000 | 53,000 | ||||
| Long term deposits and other non-current assets | 1,382 | 12,139 | ||||
| Deferred tax assets– non-current | 5,654 | 5,147 | ||||
| Total non-current assets | 345,095 | 400,516 | ||||
| TOTAL ASSETS | 811,837 | 1,001,236 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| LIABILITIES | ||||||
| Current liabilities: | ||||||
| Accounts payable | 67,089 | 35,406 | ||||
| Accrued salary and employee benefits | 18,141 | 12,155 | ||||
| Accrued expenses and other current liabilities | 12,358 | 7,365 | ||||
| Current portion of contingent consideration – earn-out liability | 92,183 | 52,783 | ||||
| Income tax payable | 8,581 | 11,245 | ||||
| Loan payables - related parties | - | 11,468 | ||||
| Deferred revenue | 49,567 | 70,744 | ||||
| Warrants liabilities | 29,558 | 5,090 | ||||
| Total current liabilities | 277,477 | 206,256 | ||||
| Non-current liabilities | ||||||
| Deferred tax liabilities - non current | 59,729 | 58,992 | ||||
| Contingent consideration – earn-out liability | 15,116 | 8,175 | ||||
| Total non-current liabilities | 74,845 | 67,167 | ||||
| TOTAL LIABILITIES | 352,322 | 273,423 | ||||
| Commitments and contingencies | ||||||
| Shareholders’ equity | ||||||
| Ordinary share, no par value, unlimited shares authorized, 27,037,302 and 30,844,642 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively | (96,349 | ) | 133,719 | |||
| Shares to be issued | 200,100 | - | ||||
| Statutory reserves | 18,352 | 28,824 | ||||
| Retained earnings | 322,610 | 549,643 | ||||
| Accumulated other comprehensive income | 14,802 | 15,627 | ||||
| Total shareholder’s equity | 459,515 | 727,813 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 811,837 | 1,001,236 |
All values are in US Dollars.
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME AND COMPREHENSIVE INCOME
(All amounts in thousands, except share and per share data or otherwise stated)
| For nine months ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | September 30, | ||||||
| 2020 | 2021 | 2021 | ||||||
| RMB | RMB | US | ||||||
| Live streaming - consumable virtual items revenue | 743,882 | 1,133,248 | ||||||
| Live streaming - time based virtual items revenue | 20,431 | 25,527 | ||||||
| Technical services | 3,491 | 12,416 | ||||||
| Total revenues | 767,804 | 1,171,191 | ||||||
| Cost of revenues | (585,379 | ) | (938,797 | ) | ) | |||
| Gross profit | 182,425 | 232,394 | ||||||
| Operating expenses | ||||||||
| Sales and marketing expenses | (3,739 | ) | (3,746 | ) | ) | |||
| General and administrative expenses | (19,739 | ) | (38,606 | ) | ) | |||
| Recovery (provision) for doubtful accounts | 2,746 | (3,405 | ) | ) | ||||
| Research and development expenses | (20,770 | ) | (39,793 | ) | ) | |||
| Total operating expenses | (41,502 | ) | (85,550 | ) | ) | |||
| Income from operations | 140,923 | 146,844 | ||||||
| Interest income | 2,154 | 1,882 | ||||||
| Other income (expenses), net | (4,778 | ) | (84 | ) | ) | |||
| Foreign exchange (loss) gain, net | 983 | (34 | ) | ) | ||||
| Change in fair value of contingent consideration | 87,648 | 45,463 | ||||||
| Change in fair value of warrants liability | - | 21,830 | ||||||
| Change in fair value of investment in marketable security | - | 27,648 | ||||||
| Income before income taxes | 226,930 | 243,549 | ||||||
| Income tax benefit (expenses) | (6,465 | ) | (6,044 | ) | ) | |||
| Net income | 220,465 | 237,505 | ||||||
| Other comprehensive income - foreign currency translation adjustment | 5,282 | 825 | ||||||
| Comprehensive income attributable to the Company’s shareholders | 225,747 | 238,330 | ||||||
| Weighted average number of shares: | ||||||||
| Basic and diluted | 21,746,691 | 30,728,931 | ||||||
| Earnings per share: | ||||||||
| Basic and diluted | 10.14 | 7.73 |
All values are in US Dollars.
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Reconciliations of Non-GAAP Results
(All amounts in thousands, except share and per share data or otherwise stated)
| For the nine months ended | |||||||
|---|---|---|---|---|---|---|---|
| September 30, | September 30, | September 30, | |||||
| 2020 | 2021 | 2021 | |||||
| RMB | RMB | US | |||||
| Net income | 220,465 | 237,505 | |||||
| Less: | |||||||
| Change in fair value of contingent consideration | 87,648 | 45,463 | |||||
| Change in fair value of warrants liability | - | 21,830 | |||||
| Share based compensation | - | (12,367 | ) | ) | |||
| Adjusted net income* | 132,817 | 182,579 | |||||
| Adjusted net income per ordinary share | |||||||
| Basic and diluted | 6.11 | 5.94 |
All values are in US Dollars.
“Adjusted net income” is defined as net income excluding change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. For more information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end of this press release.
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