ruhn-6k_20201123.htm

 

 

 

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 2020

 

 

Commission File Number: 001- 38852

 

 

RUHNN HOLDING LIMITED

 

Floor 11, Building 2, Lvgu Chuangzhi Development Center

788 Hong Pu Road

Jianggan District, Hangzhou 310016
People’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  ☐

 

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):  ☐

 

 

 

 

 


1


 

Exhibit Index

 

Exhibit 99.1 — Press Release - Ruhnn Announces Second Quarter of Fiscal Year 2021 Unaudited Financial Results

 


2


 

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.

 

 

 

RUHNN HOLDING LIMITED

 

 

 

 

 

 

 

 

By:

/s/ Jacky Jinbo Wang

 

 

Name:

Jacky Jinbo Wang

 

 

Title:

Chief Financial Officer

 

 

 

Date: November 23, 2020

 

 

 

 

 

3

ruhn-ex991_6.htm

Exhibit 99.1

 

Ruhnn Announces Second Quarter of Fiscal Year 2021 Unaudited Financial Results

 

HANGZHOU, China, November 23, 2020 (Globe Newswire) - Ruhnn Holding Limited (“ruhnn” or the “Company”) (NASDAQ: RUHN), a leading internet key opinion leader (“KOL”) facilitator in China, today announced its unaudited financial results for the second quarter of fiscal year 2021 ended September 30, 2020.

 

“During the second quarter of fiscal year 2021, following the business transition, our services segment continued to achieve significant organic growth and demonstrated good profitability, as year-over-year services revenue increased 84%, amounting to a 48% contribution to our total net revenue compared to 24% in the same quarter of last fiscal year, and income from operations for services segment reached RMB12.0 million,” stated Mr. Lei Sun, founder, director and Chief Executive Officer of ruhnn. “Our signed KOLs have been further diversified across major social media platforms in China, such as Xiaohongshu, Kuaishou, Bilibili, Douyin and Weibo. With the growing KOL pool we have built across such social media platforms, along with the diverse KOL monetization channels we have established under the platform model, services revenue generated by our eight top-tier KOLs accounted for only 28% of total services revenue, with no single KOL contributing more than 10% of total services revenue.”

 

Second Fiscal Quarter Financial Highlights:

Services revenue increased 84% year-over-year to RMB119.3 million (US$17.6 million).

Total net revenue decreased 9% year-over-year to RMB248.5 million (US$36.6 million).

Gross margin was 41% compared to 44% in the same quarter of last fiscal year.

Net loss attributable to ruhnn narrowed 38% year-over-year to RMB31.2 million (US$4.6 million).

Adjusted net loss attributable to ruhnn1 was RMB20.2 million (US$3.0 million) compared to adjusted net income attributable to ruhnn of RMB2.5 million in the same quarter of last fiscal year.

Income from operations of services was RMB12.0 million. Adjusted income from operations1 of services was RMB14.9 million.

 

Second Fiscal Quarter Operational Highlights:

Number of signed KOLs increased to 180 as of September 30, 2020 from 146 as of September 30, 2019. Number of fans increased to 295.3 million as of September 30, 2020 from 188.8 million as of September 30, 2019.

Number of top-tier KOLs increased to 8 as of September 30, 2020 from 5 as of September 30, 2019. Number of established and emerging KOLs increased to 45 as of September 30, 2020 from 26 as of September 30, 2019.

Accumulated number of brands served increased to 1,423 as of September 30, 2020 from 845 as of September 30, 2019.

 

Summary of Operations Data

 

Since the first quarter of fiscal year 2021, the Company has classified all of its signed KOLs based on the total services revenue generated by KOLs under the platform model during the previous twelve months. The following table presents the Company’s classification of its signed KOLs under the platform model:

 

 

 

As of and for the three months ended

 

 

 

September 30, 2019

 

 

September 30, 2020

 

 

 

Number of

KOLs

 

Services Revenue

(RMB in millions)

 

 

Number of Fans(1)

(In millions)

 

 

Number of

KOLs

 

 

Services Revenue

(RMB in millions)

 

 

Number of Fans(1)

(In millions)

 

Top-tier KOLs(2)

 

5

 

15.7

 

 

 

27.9

 

 

8

 

 

 

33.2

 

 

 

74.2

 

Established KOLs(3)

 

14

 

22.1

 

 

 

27.9

 

 

24

 

 

39.8

 

 

 

66.1

 

Emerging KOLs(4)

 

12

 

8.2

 

 

 

19.3

 

 

21

 

 

16.6

 

 

 

67.7

 

Micro KOLs(5)

 

115

 

 

7.0

 

 

 

113.7

 

 

127

 

 

 

15.4

 

 

 

87.3

 

Total signed KOLs

 

146

 

 

53.0

 

 

 

188.8

 

 

 

180

 

 

 

105.0

 

 

 

295.3

 

Others(6)

 

 

 

11.8

 

 

 

 

 

 

 

 

 

 

 

14.3

 

 

 

 

 

Total services revenue

 

 

 

 

64.8

 

 

 

 

 

 

 

 

 

 

 

119.3

 

 

 

 

 

 

1 

Adjusted net income (loss) attributable to ruhnn, and adjusted income from operations are non-GAAP measures, which exclude certain noncash or nonrecurring expenses. See “Unaudited Reconciliation of GAAP and Non-GAAP Financial Measures” at the end of this press release.

1

 

 


(1)

The number of fans presented may include a single fan who was included multiple times if the fan follows more than one KOL, follows the same KOL across multiple platforms, or both.

(2)

Top-tier KOLs generated services revenue of RMB10.0 million or more in the past twelve months under the platform model.

(3)

Established KOLs generated services revenue of RMB3.0 million to RMB10.0 million in the past twelve months under the platform model.

(4)

Emerging KOLs generated services revenue of RMB1.2 million to RMB3.0 million in the past twelve months under the platform model.

(5)

Micro KOLs generated services revenue of less than RMB1.2 million in the past twelve months under the platform model.

(6)

Others represent primarily services revenue that was generated through cooperation with third-party KOLs.

 

The following table presents operation data by platform model and full-service model:

 

 

 

As of and for the three months ended September 30,

 

 

 

2019

 

 

2020

 

Platform Model(1)

 

 

 

 

 

 

 

 

Number of signed KOLs serving such business model(3)

 

 

146

 

 

 

180

 

Accumulated number of brands the Company served(4)

 

 

845

 

 

 

1,423

 

Number of brands the Company served(4) during the period

 

 

308

 

 

 

520

 

Services revenue under the platform model (RMB in million)

 

 

64.8

 

 

 

119.3

 

Full-Service Model(2)

 

 

 

 

 

 

 

 

Number of signed KOLs serving such business model(3)

 

 

7

 

 

 

3

 

Number of the Company’s online stores

 

 

23

 

 

 

17

 

Product sales revenue under the full-service model (RMB in million)

 

 

207.9

 

 

 

129.2

 

 

(1)

Under the platform model, the Company connects KOLs with third-party online stores and merchants to promote products sold in third-party online stores or provides advertising services on KOLs’ social media spaces to third-party merchants.

(2)

Under the full-service model, the Company owns and operates online stores on third-party e-commerce platforms, and generate revenue through online sales of the Company’s self-designed products to consumers, especially the fans of the Company’s KOLs’ social media accounts that the Company manages.

(3)

Certain KOLs under the Company’s full-service model overlap with those under the platform model. As of September 30, 2020, the Company’s signed KOLs were all involved in the platform model. In addition, the Company’s KOLs that were undergoing training or have not started generating services revenue under the platform model as of the relevant date, were also included in these numbers.

(4)

Number of brands served here represents the number of brands to which the Company provided advertising services.

 

Information by Segments

 

The Company started to review its results of operations according to two operating segments when making decisions about allocating resources and assessing performance starting from fiscal year 2021. The two segments are (i) services through platform model, and (ii) product sales under full-service model. The table below sets forth the selected segment financial information of the two segments for the three months ended September 30, 2020:

 

 

Three months ended September 30, 2020

 

 

 

Services

 

 

Product sales

 

 

Unallocated(1)

 

 

Consolidated

 

 

 

RMB

 

 

RMB

 

 

RMB

 

 

RMB

 

 

US$

 

 

 

(Amounts in thousands)

 

Net revenue

 

 

119,294

 

 

 

129,227

 

 

 

-

 

 

 

248,521

 

 

 

36,603

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

64,265

 

 

 

83,415

 

 

 

-

 

 

 

147,680

 

 

 

21,751

 

Fulfillment

 

 

-

 

 

 

16,875

 

 

 

-

 

 

 

16,875

 

 

 

2,485

 

Sales and marketing

 

 

34,966

 

 

 

47,349

 

 

 

-

 

 

 

82,315

 

 

 

12,124

 

General and administrative

 

 

8,063

 

 

 

11,066

 

 

 

14,711

 

 

 

33,840

 

 

 

4,984

 

Amortization of exclusive cooperation rights

 

 

-

 

 

 

1,521

 

 

 

-

 

 

 

1,521

 

 

 

224

 

Income (loss) from operations

 

 

12,000

 

 

 

(30,999

)

 

 

(14,711

)

 

 

(33,710

)

 

 

(4,965

)

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of exclusive cooperation rights

 

 

-

 

 

 

1,521

 

 

 

-

 

 

 

1,521

 

 

 

224

 

Share-based compensation expense

 

 

2,919

 

 

 

1,835

 

 

 

1,675

 

 

 

6,429

 

 

 

947

 

Litigation costs

 

 

-

 

 

 

-

 

 

 

2,980

 

 

 

2,980

 

 

 

439

 

Adjusted income (loss) from operations

 

 

14,919

 

 

 

(27,643

)

 

 

(10,056

)

 

 

(22,780

)

 

 

(3,355

)

(1)

Unallocated items include expenses incurred by the headquarters that are not allocated to services and product sales.

 

2


Second Quarter of Fiscal Year 2021 Financial Results

 

Net revenue. Total net revenue was RMB248.5 million (US$36.6 million), a decrease of RMB24.2 million or 9% from RMB272.7 million for the same quarter of last fiscal year. The change was mainly due to the decline in product sales revenue through the full-service model, partially offset by the significant increase in services revenue through the platform model.

 

Services revenue through the platform model was RMB119.3 million (US$17.6 million), an increase of RMB54.5 million or 84% from RMB64.8 million for the same quarter of last fiscal year. The increase was mainly attributable to (i) the increase in the number of KOLs serving the Company’s platform model, which increased to 180 as of September 30, 2020 from 146 as of September 30, 2019; (ii) the improved performance of such KOLs as evidenced by the increase in the aggregate number of the top-tier, established and emerging KOLs to 53 as of September 30, 2020 from 31 as of September 30, 2019; and (iii) an increase in the number of brands that the Company cooperated with in its advertising business to 520 in the second quarter of fiscal year 2021 from 308 for the same quarter of last fiscal year.

 

Product sales revenue through the full-service model was RMB129.2 million (US$19.0 million), a decrease of RMB78.7 million or 38% from RMB207.9 million for the same quarter of last fiscal year. The decrease was primarily attributable to (i) the transition of the business model of some online stores from the full-service model to the platform model, as a result of which, the number of the Company’s online stores decreased to 17 as of September 30, 2020 from 23 as of September 30, 2019, while the number of the Company’s KOLs serving the full-service model decreased to 3 as of September 30, 2020 from 7 as of September 30, 2019; and (ii) a significant decrease in product sales generated from the online stores under the name of a top KOL who suffered from negative publicity since April 2020.

 

Cost of revenue. Cost of revenue was RMB147.7 million (US$21.8 million), a decrease of RMB6.0 million or 4% from RMB153.7 million for the same quarter of last fiscal year, which was primarily a result of the decline in total net revenue. Cost of product sales decreased by RMB44.3 million or 35% year-over-year to RMB83.4 million. Cost of revenue primarily included product costs, inventory write-downs and KOL service fees.

 

Gross profit. Gross profit was RMB100.8 million (US$14.9 million), a decrease of RMB18.2 million or 15% from RMB119.0 million for the same quarter of last fiscal year, primarily as a result of the decline in product sales revenue. Gross margin was 41% compared to 44% in the same quarter of last fiscal year.

 

Total operating expenses. Total operating expenses were RMB134.6 million (US$19.8 million), a decrease of RMB49.4 million or 27% from RMB184.0 million for the same quarter of last fiscal year. Included in total operating expenses was an aggregate of RMB10.9 million of noncash amortization of intangible assets in relation to exclusive cooperation rights, noncash share-based compensation expense, and litigation costs in the second quarter of fiscal year 2021 compared to a noncash amortization of exclusive cooperation rights and noncash share-based compensation expense of RMB52.6 million in the same quarter of last fiscal year. Total operating expenses accounted for 54% and 67% of total net revenue for the second quarter of fiscal year 2021 and 2020, respectively.

 

Fulfillment expenses were RMB16.9 million (US$2.5 million), a decrease of RMB18.3 million or 52% from RMB35.2 million for the same quarter of last fiscal year. The decrease was largely in line with the decrease in product sales. Fulfillment expenses accounted for 13% and 17% of product sales revenue for the second quarter of fiscal year 2021 and 2020, respectively.

 

Sales and marketing expenses were RMB82.3 million (US$12.1 million), an increase of RMB7.3 million or 10% from RMB75.0 million for the same quarter of last fiscal year. Sales and marketing expenses consist primarily of expenses for KOL incubation, cultivation and training for the Company’s platform KOLs, as well as expenses incurred for the Company’s advertising, marketing and brand promotion activities under the full-service model. Following the expansion of KOL pool from 146 signed KOLs as of September 30, 2019 to 180 as of September 30, 2020, related expenses incurred for KOL incubation, cultivation and training in order to support increased activities for the Company’s KOL sales and advertising business. Sales and marketing expenses accounted for 33% and 28% of total net revenue for the second quarter of fiscal year 2021 and 2020, respectively, and the increase in the current quarter was primarily attributable to the decline in product sales revenue.

 

General and administrative expenses were RMB33.8 million (US$5.0 million), a decrease of RMB34.6 million or 51% from RMB68.4 million for the same quarter of last fiscal year. General and administrative expenses accounted for 14% and 25% (or 11% and 11% exclusive of noncash share-based compensation expense and litigation costs) of total net revenue for the second quarter of fiscal year 2021 and 2020, respectively.

 

Amortization of exclusive cooperation rights was RMB1.5 million (US$0.2 million) compared to RMB5.2 million for the same quarter of last fiscal year, which represented the amortization of intangible assets in relation to exclusive cooperation rights granted by a top KOL.

 

Interest income, net. Interest income, net was RMB5.1 million (US$0.8 million) compared to RMB5.9 million for the same quarter of last fiscal year.

3


 

Other income, net. Other income, net was RMB3.1 million (US$0.5 million), an increase of RMB0.6 million from RMB2.5 million for the same quarter of last fiscal year.

 

Loss before income taxes. Loss before income taxes was RMB28.5 million (US$4.2 million) compared to RMB52.5 million for the same quarter of last fiscal year, as a result of the foregoing.

 

Income taxes. Income tax expense was RMB3.7 million (US$0.5 million) compared to a negative RMB0.9 million for the same quarter of last fiscal year.

 

Net loss attributable to ruhnn. Net loss attributable to ruhnn was RMB31.2 million (US$4.6 million) compared to RMB50.1 million for the same quarter of last fiscal year.

 

Adjusted net income (loss) attributable to ruhnn. Adjusted net loss attributable to ruhnn was RMB20.2 million (US$3.0 million) compared to an income of RMB2.5 million for the same quarter of last fiscal year. The loss in the current quarter was primarily attributable to the loss incurred by product sales segment, with adjusted loss from operations of product sales of RMB27.6 million.

 

Balance Sheet and Cash Flow

 

As of September 30, 2020, the Company had cash and cash equivalents, restricted cash and short-term investment of RMB714.5 million (US$105.2 million) compared to RMB800.6 million as of March 31, 2020.

 

Net cash used in operating activities was RMB46.4 million (US$6.8 million) for the second quarter of fiscal year 2021 compared to net cash provided by operating activities of RMB7.2 million for the same quarter of last fiscal year. Net cash used in operating activities was primarily a result of (i) loss from operations from our product sales segment of RMB31.0 million, following the decline in product sales revenue in the current quarter; and (ii) a net increase of RMB17.4 million in advances to suppliers, primarily certain strategic social media platforms.

 

Outlook

 

The Company reiterates that, for the full fiscal year 2021, it currently expects its net revenue from services through the platform model to be between RMB520.0 million and RMB610.0 million, representing year-over-year growth of between 72% and 101%.

 

This forecast reflects the Company’s current and preliminary view on the current business situation and market conditions, which are all subject to change.

 

Share Repurchase Program

 

On June 2, 2020, the Company announced that its board of directors had approved a share repurchase program of up to US$15 million of the Company’s outstanding American Depositary Shares (“ADSs”) for a period not to exceed 12 months beginning on June 2, 2020. The Company commenced this share repurchase program on June 9, 2020 and between that day and the end of November 20, 2020, 2,342,061 ADSs were repurchased for an aggregate consideration of approximately US$6.8 million. The Company expects to continue to implement its share repurchase program in a manner consistent with market conditions and the interest of its shareholders, subject to the restrictions relating to volume, price and timing under applicable law.

 

Conference Call

 

The Company’s management will host an earnings conference call at 7:00 AM U.S. Eastern Time on November 23, 2020 (8:00 PM Beijing/Hong Kong time on November 23, 2020). Details for the conference call are as follows:

 

Event Title:Ruhnn Holding Limited Second Quarter of Fiscal Year 2021 Earnings Conference Call

Conference ID:6475106

Registration Link:http://apac.directeventreg.com/registration/event/6475106

 

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of participant dial-in numbers, the Direct Event passcode, and a unique access PIN, which can be used to join the conference call.

 

Participants should dial-in at least 10 minutes before the scheduled start time to be connected to the call.

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.ruhnn.com.

 

4


About Ruhnn Holding Limited

 

Ruhnn Holding Limited is a leading internet key opinion leader (“KOL”) facilitator in China. The Company connects influential KOLs who engage and impact their fans on the internet to its vast commercial network to build the brands of fashion products. Ruhnn pioneered the commercialization of the KOL ecosystem in China, and operates under both platform and full-service models. The Company’s platform model promotes products sold in third-party online stores and provides advertising services on KOL’s social media spaces to third-party merchants. The full-service model integrates key steps of the e-commerce value chain from product design and sourcing and online store operations to logistics and after-sale services. As of September 30, 2020, the Company had 180 signed KOLs with an aggregate of 295.3 million fans across major social media platforms in China.

 

For more information, please visit http://ir.ruhnn.com.

 

Use of Non-GAAP Financial Measures

 

The Company uses non-GAAP measures, such as adjusted net (loss) income attributable to ruhnn, adjusted basic and diluted net (loss) income per ADS and adjusted income (loss) from operations in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of noncash charges of impairment and amortization of intangible assets in relation to exclusive cooperation rights and share-based compensation expense, and litigation costs incurred in relation to the class action. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

 

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s performance, investors should not consider them in isolation, or as a substitute for financial information prepared in accordance with U.S. GAAP.

 

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.

 

For more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Financial Measures” set forth at the end of this press release.

 

Exchange Rate Information

 

This announcement contains translations of certain Renminbi (“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 RMB6.7896 to US$1.00, the rate in effect as of September 30, 2020 published by the Federal Reserve Board.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from ruhnn’s management in this announcement as well as ruhnn’s strategic and operational plans contain forward-looking statements. Ruhnn may also make written or oral forward-looking statements in its periodic 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 statements about ruhnn’s beliefs and expectations, 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, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; trends in the internet KOL facilitator industry in the PRC and globally; competition in the Company’s industry; fluctuations in general economic and business conditions in China; and the regulatory environment in which the Company operates. Further information regarding these and other risks is included in the Company’s filings with the SEC, including its registration statement on Form F-1, as amended, and its annual reports on Form 20-F. All information provided in this press release is as of the date of this press release, and ruhnn does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

5


For investor and media inquiries, please contact:

 

In China:

 

Ruhnn Holding Limited

Sterling Song

Senior Director of Investor Relations

Tel: +86-571-2825-6700

E-mail: ir@ruhnn.com

 

The Piacente Group, Inc.

Emilie Wu

Tel: +86-21-6039-8363

E-mail: ruhnn@thepiacentegroup.com

 

In the United States:

 

The Piacente Group, Inc.  

Brandi Piacente

Tel: +1-212-481-2050

E-mail: ruhnn@thepiacentegroup.com

6


RUHNN HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except for share and per share data)

 

 

 

March 31, 2020

 

 

September 30, 2020

 

 

 

RMB

 

 

RMB

 

 

US$

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

718,478

 

 

 

663,358

 

 

 

97,702

 

Restricted cash

 

 

5,673

 

 

 

2,756

 

 

 

406

 

Short-term investment

 

 

76,450

 

 

 

48,352

 

 

 

7,121

 

Accounts receivable, net

 

 

60,370

 

 

 

93,731

 

 

 

13,805

 

Inventories

 

 

145,553

 

 

 

118,687

 

 

 

17,481

 

Advances to suppliers

 

 

32,628

 

 

 

46,443

 

 

 

6,840

 

Prepaid expenses and other current assets

 

 

37,312

 

 

 

31,895

 

 

 

4,698

 

Total current assets

 

 

1,076,464

 

 

 

1,005,222

 

 

 

148,053

 

Property and equipment, net

 

 

183,404

 

 

 

170,976

 

 

 

25,182

 

Intangible assets, net

 

 

82,567

 

 

 

41,380

 

 

 

6,095

 

Goodwill

 

 

1,002

 

 

 

1,002

 

 

 

148

 

Long-term investments

 

 

87,636

 

 

 

88,473

 

 

 

13,031

 

Operating lease right of use assets, net

 

 

-

 

 

 

62,315

 

 

 

9,178

 

Other non-current assets

 

 

2,978

 

 

 

2,378

 

 

 

350

 

TOTAL ASSETS

 

 

1,434,051

 

 

 

1,371,746

 

 

 

202,037

 

LIABILITIES AND SHAREHOLERS' (DEFICIT) EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

104,822

 

 

 

110,542

 

 

 

16,281

 

Notes payable

 

 

10,698

 

 

 

-

 

 

 

-

 

Accrued salary and benefits

 

 

68,601

 

 

 

57,138

 

 

 

8,416

 

Accrued expenses and other current liabilities

 

 

30,042

 

 

 

40,550

 

 

 

5,972

 

Amounts due to related parties

 

 

18,097

 

 

 

15,640

 

 

 

2,304

 

Current operating lease liabilities

 

 

-

 

 

 

17,838

 

 

 

2,627

 

Income tax payable

 

 

1,662

 

 

 

5,662

 

 

 

834

 

Total current liabilities

 

 

233,922

 

 

 

247,370

 

 

 

36,434

 

Deferred income

 

 

10,033

 

 

 

8,438

 

 

 

1,243

 

Non-current operating lease liabilities

 

 

-

 

 

 

40,788

 

 

 

6,007

 

Other non-current liabilities

 

 

12,334

 

 

 

1,350

 

 

 

199

 

Total liabilities

 

 

256,289

 

 

 

297,946

 

 

 

43,883

 

Shareholders' (deficit) equity:

 

 

 

 

 

 

 

 

 

 

 

 

Class A ordinary shares (US$0.000000001 par value; 822,665,750

  shares authorized, 246,122,394 and 244,598,624 shares issued

  and outstanding as of March 31, 2020 and September 30, 2020)

 

 

-

 

 

 

-

 

 

 

-

 

Class B ordinary shares (US$0.000000001 par value; 177,334,250

  shares authorized, 174,834,250 and 170,184,250 shares issued and

  outstanding, as of March 31, 2020 and September 30, 2020)

 

 

-

 

 

 

-

 

 

 

-

 

Treasury stock

 

 

-

 

 

 

(28,463

)

 

 

(4,192

)

Additional paid in capital

 

 

1,504,848

 

 

 

1,510,093

 

 

 

222,413

 

Accumulated deficit

 

 

(325,126

)

 

 

(412,875

)

 

 

(60,810

)

Other comprehensive income

 

 

4,598

 

 

 

5,045

 

 

 

743

 

Total ruhnn shareholders' equity

 

 

1,184,320

 

 

 

1,073,800

 

 

 

158,154

 

Non-controlling interest

 

 

(6,558

)

 

 

-

 

 

 

-

 

Total shareholders' equity

 

 

1,177,762

 

 

 

1,073,800

 

 

 

158,154

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

1,434,051

 

 

 

1,371,746

 

 

 

202,037

 

 


7


RUHNN HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands, except for share and per share data)

 

 

 

Three Months Ended September 30,

 

 

Six Months Ended September 30,

 

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

 

RMB

 

 

RMB

 

 

US$

 

 

RMB

 

 

RMB

 

 

US$

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

64,795

 

 

 

119,294

 

 

 

17,570

 

 

 

130,276

 

 

 

232,962

 

 

 

34,312

 

Product sales

 

 

207,940

 

 

 

129,227

 

 

 

19,033

 

 

 

455,235

 

 

 

295,979

 

 

 

43,593

 

Total net revenue

 

 

272,735

 

 

 

248,521

 

 

 

36,603

 

 

 

585,511

 

 

 

528,941

 

 

 

77,905

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

 

26,011

 

 

 

64,265

 

 

 

9,465

 

 

 

53,371

 

 

 

118,685

 

 

 

17,480

 

Cost of product sales

 

 

127,675

 

 

 

83,415

 

 

 

12,286

 

 

 

301,571

 

 

 

202,021

 

 

 

29,754

 

Total cost of revenue

 

 

153,686

 

 

 

147,680

 

 

 

21,751

 

 

 

354,942

 

 

 

320,706

 

 

 

47,234

 

Gross profit

 

 

119,049

 

 

 

100,841

 

 

 

14,852

 

 

 

230,569

 

 

 

208,235

 

 

 

30,671

 

Operating expenses(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fulfillment

 

 

35,246

 

 

 

16,875

 

 

 

2,485

 

 

 

70,221

 

 

 

35,703

 

 

 

5,258

 

Sales and marketing

 

 

75,020

 

 

 

82,315

 

 

 

12,124

 

 

 

144,010

 

 

 

151,771

 

 

 

22,353

 

General and administrative

 

 

68,436

 

 

 

33,840

 

 

 

4,984

 

 

 

98,946

 

 

 

59,046

 

 

 

8,697

 

Amortization of exclusive

  cooperation rights

 

 

5,150

 

 

 

1,521

 

 

 

224

 

 

 

10,300

 

 

 

6,671

 

 

 

983

 

Impairment of exclusive

  cooperation rights

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

53,230

 

 

 

7,840

 

Other operating loss (income), net

 

 

158

 

 

 

-

 

 

 

-

 

 

 

(627

)

 

 

-

 

 

 

-

 

Total operating expenses

 

 

184,010

 

 

 

134,551

 

 

 

19,817

 

 

 

322,850

 

 

 

306,421

 

 

 

45,131

 

Loss from operations

 

 

(64,961

)

 

 

(33,710

)

 

 

(4,965

)

 

 

(92,281

)

 

 

(98,186

)

 

 

(14,460

)

Other income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

5,890

 

 

 

5,126

 

 

 

755

 

 

 

7,298

 

 

 

11,385

 

 

 

1,677

 

Other income, net

 

 

2,530

 

 

 

3,140

 

 

 

462

 

 

 

3,128

 

 

 

7,155

 

 

 

1,054

 

Foreign exchange gain (loss)

 

 

3,996

 

 

 

(3,036

)

 

 

(447

)

 

 

4,393

 

 

 

(3,127

)

 

 

(461

)

Loss before income taxes

 

 

(52,545

)

 

 

(28,480

)

 

 

(4,195

)

 

 

(77,462

)

 

 

(82,773

)

 

 

(12,190

)

Income taxes

 

 

(879

)

 

 

3,695

 

 

 

544

 

 

 

2,541

 

 

 

7,076

 

 

 

1,042

 

Net loss

 

 

(51,666

)

 

 

(32,175

)

 

 

(4,739

)

 

 

(80,003

)

 

 

(89,849

)

 

 

(13,232

)

Less: Net loss attributable to non-

  controlling interest

 

 

(1,562

)

 

 

(1,010

)

 

 

(149

)

 

 

(3,186

)

 

 

(2,100

)

 

 

(309

)

Net loss attributable to ruhnn

 

 

(50,104

)

 

 

(31,165

)

 

 

(4,590

)

 

 

(76,817

)

 

 

(87,749

)

 

 

(12,923

)

Net loss per ordinary share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.12

)

 

 

(0.07

)

 

 

(0.01

)

 

 

(0.19

)

 

 

(0.21

)

 

 

(0.03

)

Net loss per ADS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.61

)

 

 

(0.37

)

 

 

(0.05

)

 

 

(0.93

)

 

 

(1.04

)

 

 

(0.15

)

Weighted average shares and  shares

equivalents used in calculating

  net loss per ordinary share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

413,572,659

 

 

 

421,146,076

 

 

 

421,146,076

 

 

 

413,026,211

 

 

 

420,733,796

 

 

 

420,733,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(51,666

)

 

 

(32,175

)

 

 

(4,739

)

 

 

(80,003

)

 

 

(89,849

)

 

 

(13,232

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

  adjustments

 

 

221

 

 

 

368

 

 

 

54

 

 

 

4,919

 

 

 

448

 

 

 

66

 

Comprehensive loss

 

 

(51,445

)

 

 

(31,807

)

 

 

(4,685

)

 

 

(75,084

)

 

 

(89,401

)

 

 

(13,166

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Share-based compensation expense in each category:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fulfillment

 

 

1,522

 

 

 

121

 

 

 

18

 

 

 

1,522

 

 

 

263

 

 

 

39

 

Sales and marketing

 

 

7,513

 

 

 

2,871

 

 

 

423

 

 

 

7,513

 

 

 

6,608

 

 

 

973

 

General and administrative

 

 

38,394

 

 

 

3,437

 

 

 

506

 

 

 

38,394

 

 

 

7,032

 

 

 

1,036

 

Total

 

 

47,429

 

 

 

6,429

 

 

 

947

 

 

 

47,429

 

 

 

13,903

 

 

 

2,048

 


8


RUHNN HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

 

 

Three Months Ended September 30,

 

 

Six Months Ended September 30,

 

 

 

2019

 

 

2020

 

 

2019

 

 

2020

 

 

 

RMB

 

 

RMB

 

 

US$

 

 

RMB

 

 

RMB

 

 

US$

 

Net cash provided by (used in)

  operating activities

 

 

7,175

 

 

 

(46,396

)

 

 

(6,833

)

 

 

8,140