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 August 2020

 


 

Commission File Number: 001-39364

 


 

BlueCity Holdings Limited

 

Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District

Beijing 100022

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 x          Form 40-F o

 

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): o

 

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): o

 

 

 


 

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.

 

 

 

BLUECITY HOLDINGS LIMITED

 

 

 

 

 

 

 

By

:

/s/ Zhiyong (Ben) Li

 

Name

:

Zhiyong (Ben) Li

 

Title

:

Chief Financial Officer

 

 

Date:  August 26, 2020

 

2


 

Exhibit Index

 

Exhibit 99.1—Press Release

 

3


Exhibit 99.1

 

BlueCity Announces Second Quarter 2020 Unaudited Financial Results

 

—32.2% year-over-year revenue growth—

—58.5% year-over-year total paying user growth—

 

BEIJING, China, Aug 26, 2020 (GLOBAL NEWSWIRE) — BlueCity Holdings Limited (“BlueCity” or the “Company”) (Nasdaq: BLCT), a leading online LGBTQ platform, today announced its unaudited financial results for the second quarter ended June 30, 2020.

 

Second Quarter 2020 Highlights

 

·                       Total revenues reached RMB247.4 million (US$35.0 million), an increase of 32.2% from the same period in 2019.

 

·                       Net loss was RMB3.3 million (US$0.5 million), compared with net loss of RMB12.2 million in the second quarter of 2019.

 

·                       Adjusted Net Loss1 (Non-GAAP) was RMB3.3 million (US$0.5 million), compared with adjusted net loss (non-GAAP) of RMB8.2 million in the second quarter of 2019.

 

·                       Monthly active users (“MAUs”) on the Blued mobile app reached 6.4 million, an increase of 11.2% from the same period in 2019.

 

·                       Total paying users2 on the Blued mobile app reached 458 thousand, an increase of 58.5% compared with 289 thousand in the second quarter of 2019.

 

Mr. Baoli Ma, BlueCity’s founder, chairman and chief executive officer commented: “In July 2020, BlueCity successfully completed its Nasdaq IPO, which marked a significant milestone in our long journey.  Being a public company enables us to tell the world that we are an organization dedicated to the LGBTQ community, built hand-in-hand by both heterosexual and LGBTQ members, with a mission to make the world a better place by providing holistic services to address the lifetime needs of our community.”

 

Mr. Ma continued, “We continue to execute our strategy to expand services to serve other sub-groups of the broader LGBTQ community. Most notably, in this August, we acquired LESDO, a leading lesbian social-networking app in China. This acquisition represents our determination to better serve more members of the LGBTQ community.”

 


1                   Adjusted Net Loss, a non-GAAP financial measure, represents net loss excluding changes in fair value of financial instruments. For further information, please see “Use of Non-GAAP Financial Measures” and “Unaudited Reconciliations of GAAP and non-GAAP results” at the bottom of this release.

 

2                   “Total paying users” is to the total number of users who paid for virtual currency (which can be used to purchase and send virtual gifts in live streaming) and membership services. A user who makes payments for different services offered on the Company’s platform using the same registered account is counted as one paying user.

 


 

Mr. Zhiyong (Ben) Li, BlueCity’s chief financial officer commented: “We got off to a great start as a newly public company despite challenges related to COVID-19 and to geopolitical uncertainties.  We are pleased to deliver a strong quarter with solid operational and financial growth.  Total revenue grew 32.2% year-over-year to RMB247.4 million, MAU reached 6.4 million, increased by 11.2% year-over-year, and total paying users grew by 58.5% year-over-year.  Our net loss was RMB3.3 million, a significant improvement compared to the loss of RMB12.2 million in the second quarter of 2019.”

 

Mr. Li continued, “These solid results reflect the strong bond we have with our community, as well as our monetization capability.  Since its inception, BlueCity strives to provide customized lifetime services to satisfy the varied needs of our members. We will continue to invest in our platform, optimize our service offerings and accelerate our expansion into new geographies and to broaden our product offerings to serve other sub-groups of the LGBTQ community.”

 

Second Quarter 2020 Financial Results

 

Total Revenues

 

Total revenues were RMB247.4 million (US$35.0 million), representing an increase of 32.2% year-over-year.

 

Live streaming services. Revenues from live streaming services reached RMB210.2 million (US$29.8 million), representing an increase of 25.2% from the same period of 2019.  The increase was primarily due to the continued growth of the Company’s live streaming services in China and globally, as well as the increase in the Company’s paying users for live streaming services.

 

Membership services. Revenues from membership services reached RMB15.8 million (US$2.2 million), representing an increase of 129.6% from the same period of 2019. The increase was primarily due to the rapid development of the Company’s membership services offerings.

 

Advertising services. Revenues from advertising services reached RMB10.7 million (US$1.5 million), representing an increase of 17.8% from the same period of 2019.

 

Others. Revenues from other services and merchandise sales reached RMB10.7 million (US$1.5 million), compared with RMB3.2 million from the second quarter of 2019. The increase was mainly attributable to the growth of the Company’s sales of merchandise.

 

Total cost and expenses

 

·                  Cost of revenues. The cost of revenues was RMB170.3 million (US$24.1 million), representing an increase of 30.0% year-over-year. The increase was primarily due to the growth of revenue-sharing costs along with the continued growth of live streaming services.

 

·                  Selling and marketing expenses. Selling and marketing expenses were RMB41.0 million (US$5.8 million), representing an increase of 33.1% year-over-year. The increase was mainly due to higher advertising and promotion expenses associated with continued expansion of the Company’s business globally, as well as an increase in the headcount of the Company’s selling and marketing staff.

 

·                  Technology and development expenses. Technology and development expenses were RMB31.3 million (US$4.4 million), representing a decrease of 2.8% year-over-year. The decrease was mainly attributable to a decrease in content, server and bandwidth cost due to improved procurement efficiency, partially offset by an increase in the staff cost due to the increase in the headcount in technology and development personnel.

 


 

·                  General and administration expenses. General and administrative expenses were RMB10.3 million (US$1.5 million), representing an increase of 194.3% year-over-year. The increase was mainly due to increases in staff cost and professional service fees.

 

Operating loss

 

Operating loss was RMB5.5 million (US$0.8 million), compared with a loss of RMB10.5 million in the second quarter of 2019.

 

Income tax (benefit)/expense

 

Income tax benefit was RMB0.2 million (US$0.02 million), compared with income tax expense amounted to RMB29 thousand in the second quarter of 2019.

 

Net loss

 

Net loss was RMB3.3 million (US$0.5 million), compared with net loss of RMB12.2 million in the second quarter of 2019.  Net loss margin was 1.3%, compared with 6.5% in the second quarter of 2019.

 

Adjusted Net Loss (Non-GAAP)

 

Adjusted Net Loss was RMB3.3 million (US$0.5 million) compared with adjusted net loss of RMB8.2 million in the second quarter of 2019.

 

Cash and cash equivalents and term deposits

 

As of June 30, 2020, the Company had cash and cash equivalents and term deposits of RMB359.9 million (US$50.9 million), compared to RMB380.3 million as of December 31, 2019.

 

The Closing of Initial Public Offering

 

On July 8, 2020, BlueCity completed its initial public offering (“IPO”) of 5,300,000 American Depositary Shares (“ADSs”), at US$16.00 per ADS. Each two ADSs represent one Class A ordinary share of the Company. The Company raised a total of US$84.8 million in gross proceeds from the IPO, before deducting underwriting discounts and commissions as well as other estimated offering expenses.

 

The Acquisition of LESDO

 

In August, BlueCity completed the acquisition of LESDO, a leading location-based social networking service provider targeting the lesbian community in China.

 

This acquisition marks a significant milestone in implementing our strategy to serve subgroups within the broader LGBTQ community. We believe we will fully leverage on our financial and technological resources, as well as operational experiences to refine and enrich our service offerings to expand our addressable market and drive further monetization opportunities.

 

Business Outlook

 

For the second half of 2020, the Company expects total revenues to be between RMB575 million to RMB615 million, representing a year-over-year revenue growth of 35% to 44%.  This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change.

 


 

Conference Call

 

BlueCity’s management team will host an earnings conference call at 8:00 AM on Wednesday, August 26, 2020, U.S. Eastern Time (8:00 PM on August 26, 2020, Beijing/Hong Kong Time).

 

To join the conference, please register in advance using the link below. Conference access information will be provided upon registration.

 

Participant Online Registration: http://apac.directeventreg.com/registration/event/1189478

 

A replay of the conference call may be accessed by phone at the following numbers until September 3, 2020. To access the replay, please reference the conference ID 1189478.

 

 

Phone Number

International

+61 2 8199-0299

United States

+1 (855) 452-5696

Hong Kong

+852 800963117

Mainland China

+86 4006322162
+86 8008700205

 

A live and archived webcast of the conference call will be available on the company’s investors relations website at https://ir.blue-city.com/.

 

About BlueCity

 

BlueCity is a world’s leading online LGBTQ platform, providing a full suite of services aimed at empowering the LGBTQ community in every aspect of their daily lives. As a central hub of BlueCity’s services and platforms, the Blued mobile app allows its users to connect with each other, express themselves, and access professional health related services and family planning consulting services at their fingertips. Blued has connected approximately 54 million registered users as of June 30, 2020 worldwide and has a leading foothold in many markets.

 

Use of Non-GAAP Financial Measures

 

The Company uses non-GAAP measures, such as adjusted net loss, 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 financial and business trends relating to its results of operations that could otherwise be distorted by the effect of certain expenses that the Company includes in loss from operations and net loss. 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.

 

Each of the non-GAAP financial measures should not be considered in isolation or construed as an alternative to its comparable GAAP measure or any other measure of performance or as an indicator of the Company’s operating performance. Investors are encouraged to review the Company’s most directly comparable GAAP measures in conjunction with the non-GAAP financial measures. The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

 


 

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 Results” set forth at the end of this press release.

 

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 RMB7.0651 to US$1.00, the noon buying rate in effect on June 30, 2020 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.

 

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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue”  and similar statements. Among other things, business outlook and quotations from management in this announcement, as well as BlueCity’s strategic and operational plans, contain forward-looking statements. BlueCity may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, 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 but not limited to statements about BlueCity’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 ability to retain and increase the number of users, paying members and advertisers, and expand its product and service offerings; the Company’s future business development, financial condition and results of operations;  the expected changes in the Company’s revenues, costs or expenditures; the Company’s expectation regarding the use of proceeds from its IPO; competition in the Company’s industry and its popularity within the LGBTQ population; and relevant government policies and regulations relating to the Company’s industry; and the development and impacts of COVID-19. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is current as of the date of the press release, and the Company does not undertake any obligation to update such information, except as required under applicable law.

 

For more information, please contact:

 

In China:

BlueCity Holdings Limited

Ms. Lingling Kong

Investor Relations Director

Phone: +86 10-5876-9662

Email: ir@blued.com

 

The Blueshirt Group

Ms. Susie Wang

Phone: +86 138-1081-7475

Email: susie@blueshirtgroup.com

 

In the United States:

The Blueshirt Group

Ms. Julia Qian

Phone: +1 973-619-3227

Email: Julia@blueshirtgroup.com

 


 

BlueCity Holdings Limited

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of December 31, 2019

 

As of June 30, 2020

 

 

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

297,273,822

 

141,192,149

 

19,984,452

 

Term deposits

 

83,016,780

 

218,756,550

 

30,962,980

 

Accounts receivable, net

 

1,217,559

 

5,985,551

 

847,200

 

Inventories

 

 

4,622,745

 

654,307

 

Amount due from a related party

 

 

4,722,814

 

668,471

 

Prepayments and other current assets

 

52,485,930

 

76,739,146

 

10,861,721

 

Total current assets

 

433,994,091

 

452,018,955

 

63,979,131

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

Property and equipment, net

 

7,942,086

 

8,751,172

 

1,238,648

 

Intangible assets, net

 

 

3,699,774

 

523,669

 

Investment securities

 

23,579,048

 

24,700,890

 

3,496,184

 

Other non-current assets

 

1,360,429

 

1,360,429

 

192,556

 

Total non-current assets

 

32,881,563

 

38,512,265

 

5,451,057

 

TOTAL ASSETS

 

466,875,654

 

490,531,220

 

69,430,188

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

18,633,876

 

26,297,108

 

3,722,114

 

Deferred revenue

 

32,555,402

 

29,956,448

 

4,240,060

 

Income tax payable

 

940,080

 

1,442,538

 

204,178

 

Accrued expenses and other current liabilities

 

71,768,573

 

96,597,070

 

13,672,427

 

Total current liabilities

 

123,897,931

 

154,293,164

 

21,838,779

 

Total liabilities

 

123,897,931

 

154,293,164

 

21,838,779

 

 

 

 

 

 

 

 

 

MEZZANINE EQUITY

 

 

 

 

 

 

 

Series A Convertible Preferred Shares

 

29,751,569

 

29,751,569

 

4,211,061

 

Series A-1 Redeemable Convertible Preferred Shares

 

17,959,327

 

18,938,249

 

2,680,535

 

Series B Redeemable Convertible Preferred Shares

 

483,612,008

 

421,840,560

 

59,707,656

 

Series C Redeemable Convertible Preferred Shares

 

327,278,389

 

282,414,508

 

39,973,179

 

Series C-1 Redeemable Convertible Preferred Shares

 

258,898,069

 

221,551,197

 

31,358,537

 

Series D Redeemable Convertible Preferred Shares

 

612,978,394

 

535,253,909

 

75,760,274

 

Total mezzanine equity

 

1,730,477,756

 

1,509,749,992

 

213,691,242

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIT:

 

 

 

 

 

 

 

Ordinary shares

 

3,446

 

3,446

 

488

 

Accumulated other comprehensive loss

 

(41,101,943

)

(60,231,683

)

(8,525,241

)

Accumulated deficit

 

(1,346,401,536

)

(1,113,283,699

)

(157,575,080

)

Total shareholders’ deficit

 

(1,387,500,033

)

(1,173,511,936

)

(166,099,833

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

466,875,654

 

490,531,220

 

69,430,188

 

 


 

BlueCity Holdings Limited

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2019

 

2020

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues

 

187,104,137

 

247,439,121

 

35,022,734

 

332,444,242

 

454,912,531

 

64,388,690

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

(130,998,229

)

(170,256,207

)

(24,098,202

)

(241,284,366

)

(309,469,419

)

(43,802,553

)

Selling and marketing expenses

 

(30,845,886

)

(40,963,706

)

(5,798,036

)

(56,593,216

)

(79,574,875

)

(11,263,093

)

Technology and development expenses

 

(32,224,209

)

(31,336,233

)

(4,435,356

)

(61,740,881

)

(61,618,771

)

(8,721,571

)

General and administrative expenses

 

(3,511,399

)

(10,333,962

)

(1,462,677

)

(8,770,787

)

(20,124,281

)

(2,848,407

)

Total cost and expenses

 

(197,579,723

)

(252,890,108

)

(35,794,271

)

(368,389,250

)

(470,787,346

)

(66,635,624

)

Operating loss

 

(10,475,586

)

(5,450,987

)

(771,537

)

(35,945,008

)

(15,874,815

)

(2,246,934

)

Change in fair value of financial instruments

 

(4,011,181

)

(387

)

(55

)

(7,272,432

)

(5,270

)

(746

)

Interest income

 

2,294,039

 

1,945,683

 

275,394

 

4,613,408

 

4,376,602

 

619,468

 

Loss before income taxes

 

(12,192,728

)

(3,505,691

)

(496,198

)

(38,604,032

)

(11,503,483

)

(1,628,212

)

Income tax (expenses)/benefit

 

(28,624

)

155,928

 

22,070

 

(28,624

)

540,642

 

76,523

 

Net loss

 

(12,221,352

)

(3,349,763

)

(474,128

)

(38,632,656

)

(10,962,841

)

(1,551,689

)

Change in redemption value of Redeemable Convertible Preferred Shares

 

(258,502,729

)

264,368,945

 

37,418,995

 

(428,000,495

)

244,080,678

 

34,547,378

 

Net income applicable to preferred shareholders

 

 

(164,444,801

)

(23,275,651

)

 

(146,866,663

)

(20,787,627

)

Net (loss)/income attributable to ordinary shareholders

 

(270,724,081

)

96,574,381

 

13,669,216

 

(466,633,151

)

86,251,174

 

12,208,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(12,221,352

)

(3,349,763

)

(474,128

)

(38,632,656

)

(10,962,841

)

(1,551,689

)

Other comprehensive (loss)/income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on an available-for-sale investment, net of nil income taxes

 

83,621

 

1,123,335

 

158,998

 

1,911,954

 

772,948

 

109,404

 

Foreign currency translation adjustment, net of nil income taxes

 

(20,437,376

)

3,256,853

 

460,978

 

(7,176,913

)

(19,902,688

)

(2,817,043

)

Comprehensive (loss)/income

 

(32,575,107

)

1,030,425

 

145,848

 

(43,897,615

)

(30,092,581

)

(4,259,328

)

 


 

Unaudited Reconciliations of GAAP and Non-GAAP Results

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2019

 

2020

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Net loss

 

(12,221,352

)

(3,349,763

)

(474,128

)

(38,632,656

)

(10,962,841

)

(1,551,689

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in fair value of financial instruments

 

4,011,181

 

387

 

55

 

7,272,432

 

5,270

 

746

 

Adjusted net loss

 

(8,210,171

)

(3,349,376

)

(474,073

)

(31,360,224

)

(10,957,571

)

(1,550,943

)