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 2021

 

 

 

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 ¨

 

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): ¨

 

 

 

 

 

 

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/ Baoli Ma
  Name : Baoli Ma
  Title : Chairman of the Board of Directors and Chief Executive Officer
     
Date: August 25, 2021    

 

 

 

 

Exhibit Index

 

Exhibit 99.1—Press Release

 

 

 

 

Exhibit 99.1

BlueCity Announces Second Quarter 2021 Unaudited Financial Results

 

-- 18.0% year-over-year revenue growth--

 

-- 58.1% year-over-year total paying user growth--

 

BEIJING, China, Aug 24, 2021 (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, 2021.

 

Second Quarter 2021 Highlights

 

·Total revenues reached RMB291.9 million (US$45.2 million), an increase of 18.0% from the same period in 2020.

 

·Net loss was RMB35.0 million (US$5.4 million), compared with net loss of RMB3.3 million in the second quarter of 2020.

 

·Adjusted Net Loss1 (Non-GAAP) was RMB38.4 million (US$5.9 million), compared with adjusted net loss (non-GAAP) of RMB3.0 million in the second quarter of 2020.

 

·Monthly active users (“MAUs”) of BlueCity’s portfolio apps2 reached 8.3 million, an increase of 29.3% from the same period in 2020.

 

·Total paying users3 of BlueCity’s portfolio apps reached 724 thousand, an increase of 58.1% compared with 458 thousand in the second quarter of 2020.

 

Mr. Baoli Ma, BlueCity’s Founder, Chairman and Chief Executive Officer, commented: “We are pleased to announce another healthy quarter as we continued to optimize our product offerings with strong user engagement growth. Total MAU grew by 29.3% year over year, reaching 8.3 million. Our total paying users grew by 58.1% year over year to 724 thousand. We are excited to see this strong growth, which reflects our dedication in optimizing products and cultivating our users' consumption habits. We remain committed to actively exploring new ways to enrich our product and service offerings, and are optimistic in further expanding our monetization capabilities.

 

 

1 Adjusted Net Loss, a non-GAAP financial measure, represents net loss excluding share-based compensation expenses, amortization related to intangible assets resulting from acquisitions, income tax related to intangible assets resulting from acquisitions and 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 BlueCity’s portfolio apps include Blued, LESDO and Finka. We count MAUs of LESDO and Finka into our MAUs, starting from September 2020 and December 2020, respectively, without eliminating duplicates among our portfolio apps.

3 “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. Ma added: “Significant progress was achieved and maintained in an upwards trend with He Health. In late July, we officially launched online consultation services with dozens of doctors from China’s top hospitals. Thousands of men have had consultations since launch, illustrating again the huge demand of this flourishing business sector. We will continue to devote resources and initiate a wide range of activities to promote health awareness for men and expand geographic coverage of our fast-delivery services, and believe we can achieve meaningful progress in the near future with our inherent competitive value and first-mover advantages with a focus on men’s health.”

 

Mr. Junchen Sun, BlueCity’s acting Chief Financial Officer commented: “We achieved healthy growth among all of our business sectors for the second quarter. Total revenues grew by 18.0% year over year to RMB291.9 million. Revenues from He Health grew significantly by 134.5% year over year . By optimizing our content offerings and enriching customized services, membership services revenue also achieved a strong growth of 113.0% year over year. These results demonstrate both the strength of our strategy and our ability to execute. We are confident about our product roadmap and execution velocity.”

 

Second Quarter 2021 Financial Results

 

Total Revenues

 

Total revenues were RMB291.9 million (US$45.2million), representing an increase of 18.0% year-over-year.

 

Live streaming services. Revenues from live streaming services reached RMB223.0 million (US$34.5 million), representing an increase of 6.1% from the same period of 2020. The increase was primarily resulted from the growth in the number of paying users for live streaming services.

 

Membership services. Revenues from membership services reached RMB33.7 million (US$5.2 million), representing an increase of 113.0% from the same period of 2020. The increase was primarily due to the significant increase in the number of paying users benefited from new memebership service offerings on the Company’s portfolio apps.

 

Advertising services. Revenues from advertising services reached RMB18.0 million (US$2.8 million), representing an increase of 67.7% from the same period of 2020, the increase was primarily due to the Company’s enhanced efforts to attract more advertisers with new advertising and marketing solutions as well as improved advertising efficiency.

 

Merchandise sales. Revenues from merchandise sales of “He Health” reached RMB15.3 million (US$2.4 million), representing an increase of 134.5% from the same period of 2020. The increase was primarily due to the continuous expansion of the Company’s health-related services.

 

Others. Revenues from other services were RMB1.9 million (US$0.3 million), representing a decrease of 53.9% from RMB4.2 million in 2020. The decrease was primarily due to the decreased revenue from family planning services as the Company no longer provides these services since March 2021.

 

 

 

 

Cost and expenses

 

·Cost of revenues. The cost of revenues was RMB192.1 million (US$29.8 million), representing an increase of 12.9% year-over-year. The increase was primarily due to the growth of revenue-sharing costs along with the growth of live streaming services, the increased cost of products in connection with the growth of “He Health” merchandise sales as well as the increased staff cost.

 

·Selling and marketing expenses. Selling and marketing expenses were RMB68.9 million (US$10.7 million), representing an increase of 68.2% year-over-year. The increase was mainly due to the increased advertising and promotion expenses, the increased staff cost and share-based compensation expenses.

 

·Technology and development expenses. Technology and development expenses were RMB51.6 million (US$8.0 million), representing an increase of 64.6% year-over-year. The increase was mainly due to the increased staff cost in technology related department, the increase in content, server and bandwidth cost in line with our business growth as well as share-based compensation expenses.

 

·General and administration expenses. General and administrative expenses were RMB15.4 million (US$2.4 million), representing an increase of 49.4% year-over-year. The increase was mainly due to the increased professional fees as well as staff cost, partially offset by the decrease of share-based expenses due to the forfeiture of stock options.

 

Operating loss

 

Operating loss was RMB36.2 million (US$5.6 million), compared with a loss of RMB5.5 million in the second quarter of 2020.

 

Income tax benefit

 

Income tax benefit were RMB426 thousand (US$66 thousand), compared with income tax benefit amounted to RMB156 thousand in the second quarter of 2020.

 

Net loss

 

Net loss was RMB35.0 million (US$5.4 million), compared with net loss of RMB3.3 million in the second quarter of 2020.

 

Adjusted net loss (Non-GAAP) 4

 

Adjusted net loss was RMB38.4 million (US$5.9 million) compared with adjusted net loss of RMB3.0 million in the second quarter of 2020.

 

Cash and cash equivalents and term deposits

 

As of June 30, 2021, the Company had cash and cash equivalents and term deposits of RMB453.7 million (US$70.3 million), compared to RMB611.8 million as of December 31, 2020.

 

 

4 Adjusted net loss is a non-GAAP financial measure. For more information on non-GAAP financial measures, please see the section of “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 

 

 

 

Business Outlook

 

For the full year 2021, the Company expects total revenues to be between RMB1.15 billion to RMB1.20 billion, representing year-over-year growth of 12% to 16%. 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 Thursday, August 24, 2021, U.S. Eastern Time (8:00 PM on August 24, 2021, Beijing/Hong Kong Time).

 

Please register in advance of the conference using the link provided below. Conference access information will be provided upon registration.

 

Participant Online Registration: http://apac.directeventreg.com/registration/event/5799482

 

A replay of the conference call may be accessed by phone at the following numbers until September 1, 2021. To access the replay, please reference the conference ID 5799482.

 

  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 (NASDAQ: BLCT) is a world-leading online LGBTQ platform providing a full suite of services to foster connections and enhance the wellbeing of the LGBTQ community through its portfolio of brands. BlueCity’s mobile app Blued enables users to conveniently and safely connect with each other, express themselves and access professional health-related services. Available in 13 languages, it is the largest online LGBTQ community in China, India, Korea, Thailand and Vietnam. BlueCity’s portfolio of brands also includes Finka, a leading gay social networking app for a younger generation in China, and LESDO, a leading lesbian social networking app in China.

 

 

 

 

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 defines Adjusted net loss as net loss before share-based compensation expenses, amortization related to intangible assets resulting from acquisitions, income tax related to intangible assets resulting from acquisitions, and changes in fair value of financial instruments. 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 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 RMB6.4566 to US$1.00, the noon buying rate in effect on June 30, 2021 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred to could be converted into USD or RMB, as the case may be, at any particular rate or at all.

 

 

 

 

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, 2020
   As of June 30, 2021 
    RMB    RMB    US$ 
ASSETS               
Current assets:               
Cash and cash equivalents   439,492,788    344,556,719    53,365,040 
Term deposits   172,257,360    109,175,690    16,909,161 
Accounts receivable, net   5,588,023    13,164,831    2,038,973 
Inventories   6,853,202    7,225,055    1,119,019 
Prepayments and other current assets   58,629,416    112,655,733    17,448,151 
Total current assets   682,820,789    586,778,028    90,880,344 
                
Non-current assets:               
Investment securities   50,000    -    - 
Property and equipment, net   11,445,548    14,035,175    2,173,772 
Intangible assets, net   52,084,512    51,210,732    7,931,532 
Goodwill   196,002,568    191,560,426    29,668,932 
Other non-current assets   2,426,128    2,446,246    378,875 
Total non-current assets   262,008,756    259,252,579    40,153,111 
TOTAL ASSETS   944,829,545    846,030,607    131,033,455 
                
LIABILITIES               
Current liabilities:               
Accounts payable   20,372,680    27,578,042    4,271,295 
Deferred revenue   35,226,237    37,768,011    5,849,520 
Income tax payable   2,122,765    2,517,891    389,972 
Accrued expenses and other current liabilities   118,958,796    105,116,854    16,280,526 
Total current liabilities   176,680,478    172,980,798    26,791,313 
                
Non-current liabilities               
Deferred income tax liabilities   10,954,883    10,528,316    1,630,629 
Total non-current liabilities   10,954,883    10,528,316    1,630,629 
Total liabilities   187,635,361    183,509,114    28,421,942 
                
SHAREHOLDERS’ EQUITY:               
Ordinary shares5   12,018    12,419    1,923 
Additional paid-in capital   2,188,870,625    2,191,958,362    339,491,120 
Accumulated other comprehensive loss   (107,514,737)   (118,180,124)   (18,303,770)
Accumulated deficit   (1,324,173,722)   (1,411,269,164)   (218,577,760)
Total shareholders' equity   757,194,184    662,521,493    102,611,513 
                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   944,829,545    846,030,607    131,033,455 

 

 

5 As of June 30, 2021, there were 13,327,699 Class A Ordinary Shares and 5,114,840 Class B ordinary shares issued and outstanding.

 

 

 

  

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, 
   2020   2021   2020   2021 
   RMB   RMB   US$   RMB   RMB   US$ 
Revenues   247,439,121    291,883,490    45,206,996    454,912,531    563,014,350    87,199,819 
Cost and expenses:                        
Cost of revenues   (170,256,207)   (192,147,582)   (29,759,871)   (309,469,419)   (377,235,822)   (58,426,389)
Selling and marketing expenses   (40,963,706)   (68,908,693)   (10,672,597)   (79,574,875)   (134,256,422)   (20,793,672)
Technology and development expenses   (31,336,233)   (51,568,967)   (7,987,016)   (61,618,771)   (99,746,991)   (15,448,842)
General and administrative expenses   (10,333,962)   (15,436,516)   (2,390,812)   (20,124,281)   (40,645,940)   (6,295,254)
Total cost and expenses   (252,890,108)   (328,061,758)   (50,810,296)   (470,787,346)   (651,885,175)   (100,964,157)
Operating loss   (5,450,987)   (36,178,268)   (5,603,300)   (15,874,815)   (88,870,825)   (13,764,338)
Change in fair value of financial instruments   (387)   -    -    (5,270)   -    - 
Interest income   1,945,683    737,797    114,270    4,376,602    947,077    146,684 
Loss before income taxes   (3,505,691)   (35,440,471)   (5,489,030)   (11,503,483)   (87,923,748)   (13,617,654)
Income tax benefit   155,928    426,252    66,018    540,642    828,306    128,288 
Net loss   (3,349,763)   (35,014,219)   (5,423,012)   (10,962,841)   (87,095,442)   (13,489,366)
Reversal of accretion and modification of Redeemable Convertible Preferred
Shares to redemption value
   264,368,945    -    -    244,080,678    -    - 
Net income/(loss) available for distribution   261,019,182    (35,014,219)   (5,423,012)   233,117,837    (87,095,442)   (13,489,366)
                               
Net loss   (3,349,763)   (35,014,219)   (5,423,012)   (10,962,841)   (87,095,442)   (13,489,366)
Other comprehensive income/(loss)                        
Unrealized gain on an available-for-sale investment, net of nil income taxes   1,123,335    -    -    772,948    -    - 
Foreign currency translation adjustment, net of nil income taxes   3,256,853    (12,408,052)   (1,921,763)   (19,902,688)   (10,665,387)   (1,651,858)
Comprehensive income/(loss)   1,030,425    (47,422,271)   (7,344,775)   (30,092,581)   (97,760,829)   (15,141,224)

  

 

 

 

 

BlueCity Holdings Limited
 
NOTES TO UNAUDITED FINANCIAL INFORMATION

 

   For the Three Months Ended June 30,   For the Six Months Ended June 30, 
   2020   2021   2020   2021 
   RMB   RMB   US$   RMB   RMB   US$ 
Share-based compensation expenses included in:                              
—Cost of revenues   -    167,972    26,016    -    1,023,006    158,443 
—Selling and marketing expenses   -    1,092,857    169,262    -    3,796,512    588,005 
—Technology and development expenses   -    1,255,670    194,478    -    2,614,641    404,956 
—General and administrative expenses   -    (7,525,573)   (1,165,563)   -    (4,386,058)   (679,314)
Total   -    (5,009,074)   (775,807)   -    3,048,101    472,090 
                               
Amortization related to intangible assets resulting from acquisitions included in:                              
—Cost of revenues   411,086    1,640,975    254,155    411,086    3,097,351    479,719 
—Selling and marketing expenses   -    518,840    80,358    -    1,037,680    160,716 
Total   411,086    2,159,815    334,513    411,086    4,135,031    640,435 

 

 

 

 

Unaudited Reconciliations of GAAP and Non-GAAP Results

 

   For the Three Months Ended June 30,   For the Six Months Ended June 30, 
   2020   2021   2020   2021 
   RMB   RMB   US$   RMB   RMB   US$ 
Net loss   (3,349,763)   (35,014,219)   (5,423,012)   (10,962,841)   (87,095,442)   (13,489,366)
Add:                              
Share-based compensation expenses   -    (5,009,074)   (775,807)   -    3,048,101    472,090 
Amortization related to intangible assets resulting from acquisitions   411,086    2,159,815    334,513    411,086    4,135,031    640,435 
Income tax related to intangible assets resulting from acquisitions   (102,772)   (539,954)   (83,628)   (102,772)   (1,033,758)   (160,109)
Changes in fair value of financial instruments   387    -    -    5,270    -    - 
Adjusted net loss   (3,041,062)   (38,403,432)   (5,947,934)   (10,649,257)   (80,946,068)   (12,536,950)