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 June 2020

 

Commission File Number 001-39178

 

Phoenix Tree Holdings Limited

(Translation of registrant’s name into English)

 

Room 212, Chao Yang Shou Fu
8 Chao Yang Men Nei Street
Dongcheng District, Beijing 100010
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  
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

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  o    No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 

 


 

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.

 

 

PHOENIX TREE HOLDINGS LIMITED

 

 

 

 

By:

/s/ Jason Zheng Zhang

 

Name:

Jason Zheng Zhang

 

Title:

Chief Financial Officer

 

 

 

Date: June 11, 2020

 

 

 

2


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release: Danke Announces Unaudited First Quarter of 2020 Financial Results

 

3


Exhibit 99.1

 

 

Danke Announces Unaudited First Quarter of 2020

 

Financial Results

 

BEIJING, China, June 10, 2020 /PR Newswire/ — Phoenix Tree Holdings Limited (“Danke” or the “Company”) (NYSE: DNK), one of the largest co-living platforms in China with the fastest growth, today announced its unaudited financial results for the first quarter ended March 31, 2020.

 

FINANCIAL AND OPERATING HIGHLIGHTS

 

All comparisons are made on a year-over-year (“yoy”) basis.

 

For the Quarter Ended March 31, 2020

 

·                  Revenues increased 62.5% to RMB1,939.6 million (US$273.9 million) from RMB1,193.8 million.

 

·                  Net loss was RMB1,234.4 million (US$174.3 million) compared to RMB816.2 million. Net margin improved by 4.8 percentage points.

 

·                  Adjusted net loss (1) was RMB978.9 million (US$138.2 million) compared to RMB799.1 million. Adjusted net margin improved by 16.4 percentage points.

 

·                  Adjusted EBITDA (2) was negative RMB578.3 million (US$81.7 million) compared to negative RMB549.6 million. Adjusted EBITDA margin improved by 16.2 percentage points.

 

·                  The number of apartment units operated increased 46.8% to 419,030 units as of March 31, 2020, from 285,349 units as of March 31, 2019.

 

FINANCIAL RESULTS

 

For the Quarter Ended March 31, 2020

 

Revenues were RMB1,939.6 million (US$273.9 million) in the first quarter of 2020, representing an increase of 62.5% yoy from RMB1,193.8 million in the first quarter of 2019. The revenue growth was primarily due to an increase in opened apartment units through organic growth and, to a lesser extent, an increase in opened apartment units through the acquisition of Aishangzu (3) in March 2019. The Company had 415,459 opened apartment units as of March 31, 2020, and 270,337 opened apartment units as of March 31, 2019.

 


(1) Adjusted net loss represents net loss before share-based compensation, incentives for apartment sourcing, and impairment of long-lived assets. Adjusted net loss is a non-GAAP financial measure. See the sections entitled “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Measures to the Nearest Comparable GAAP Measures” for more information about the non-GAAP measures referred to in this results announcement.

 

(2) Adjusted EBITDA represents EBITDA before share-based compensation, incentives for apartment sourcing, and impairment of long-lived assets. EBITDA represents net loss before depreciation and amortization, interest expenses, interest income, and income tax benefit (expense). Both adjusted EBITDA and EBITDA are non-GAAP financial measures. See the sections entitled “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Measures to the Nearest Comparable GAAP Measures” for more information about the non-GAAP measures referred to in this results announcement.

 

(3) Hangzhou Aishang Danke Technology Co., Ltd (“Aishangzu”), a residential rental apartment operator that primarily operated in Hangzhou.

 


 

Operating expenses were RMB3,101.6 million (US$438.0 million) in the first quarter of 2020, representing an increase of 58.5% yoy from RMB1,957.0 million in the first quarter of 2019.

 

·                  Rental cost increased 67.5% yoy to RMB1,955.7 million (US$276.2 million) from RMB1,167.6 million primarily due to an increase in the number of opened apartment units.

 

·                  Depreciation and amortization increased 67.0% yoy to RMB328.3 million (US$46.4 million) from RMB196.5 million primarily due to an increase in the number of apartment units renovated and opened.

 

·                  Other operating expenses increased 105.6% yoy to RMB250.6 million (US$35.4 million) from RMB121.9 million. The increase was primarily attributable to (i) a loss on early termination of rental agreements due to the early termination of certain leases with property owners, which was primarily due to the adverse impact of the COVID-19 pandemic and resulted in a loss for the related leasehold improvements and deposits to the property owners for the first quarter of 2020, (ii) an increase in cost of services as the Company operated more apartment units, and (iii) an increase in incentives for apartment sourcing as the Company had more opened apartment units and recorded more amortized commissions and lead generation fees for sourcing such apartments in the first quarter of 2020. The following table sets forth a breakdown of other operating expenses, expressed as an absolute amount and as a percentage of revenues, for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

%

 

RMB

 

US$

 

%

 

 

 

(in thousands, except for percentages)

 

Other operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

56,603

 

4.7

 

76,070

 

10,743

 

3.9

 

Payroll cost

 

36,877

 

3.1

 

41,514

 

5,863

 

2.1

 

Incentives for apartment sourcing

 

15,628

 

1.3

 

30,008

 

4,238

 

1.5

 

Other expenses

 

12,776

 

1.1

 

32,315

 

4,563

 

1.8

 

Loss on early termination of rental agreements

 

 

 

70,671

 

9,981

 

3.6

 

Total

 

121,884

 

10.2

 

250,578

 

35,388

 

12.9

 

 

·                  Pre-opening expense decreased 89.0% yoy to RMB9.2 million (US$1.3 million) from RMB83.3 million primarily due to a significantly lower number of pre-opening apartment units during the quarter compared to the prior year period. During the first quarter of 2020, in response to the COVID-19 outbreak, the Company significantly slowed down the rate of sourcing new apartments.

 

·                  Sales and marketing expenses decreased 9.7% yoy to RMB204.0 million (US$28.8 million) from RMB225.9 million. The decrease was primarily attributable to a decrease in advertising expenses due to the Company’s proactive actions to control costs and expenses. The result was partially offset by: (i) an increase in incentives for apartment renting, and (ii) an increase in payroll cost for sales and related support teams as a result of the recognition of the share-based compensation (“SBC”) expenses upon the completion of the Company’s initial public offering (“IPO”) in January 2020. The following table sets forth a breakdown of sales and marketing expenses, expressed as an absolute amount and as a percentage of revenues, for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

%

 

RMB

 

US$

 

%

 

 

 

(in thousands, except for percentages)

 

Sales and marketing expenses:

 

 

 

 

 

 

 

 

 

 

 

Advertising expenses

 

120,264

 

10.1

 

73,176

 

10,334

 

3.8

 

Payroll cost

 

58,665

 

4.9

 

67,697

 

9,561

 

3.5

 

Incentives for apartment renting

 

37,434

 

3.1

 

56,032

 

7,913

 

2.9

 

Other expenses

 

9,557

 

0.8

 

7,057

 

997

 

0.3

 

Total

 

225,920

 

18.9

 

203,962

 

28,805

 

10.5

 

 


 

·                  General and administrative expenses increased 142.0% yoy to RMB273.7 million (US$38.7 million) from RMB113.1 million primarily due to the recognition of a substantial amount of SBC expenses upon the completion of the Company’s IPO in January 2020 and a majority of which was allocated to general and administrative expenses.

 

·                  Technology and product development expenses increased 25.6% yoy to RMB61.0 million (US$8.6 million) from RMB48.6 million as a result of SBC expenses but partially offset by the Company’s proactive cost and expense controls.

 

·                  Impairment of long-lived assets were RMB19.1 million (US$2.7 million) in the first quarter of 2020 compared to nil in the prior year period. The recognition of the impairment was due to the underperformance of certain apartment units relative to their projected operating results during the Company’s impairment test in the first quarter of 2020. The underperformance of these apartment units was primarily caused by the impact of COVID-19 pandemic.

 

·                  SBC expenses included in the operating expenses items above were RMB206.3 million (US$29.1 million) in the first quarter of 2020 compared to RMB1.5 million in the prior year period. Because the exercisability of the share options granted by the Company was conditional upon the completion of its IPO, the Company did not recognize any SBC expenses related to the share options granted beforehand. Upon the completion of its IPO, the Company immediately recognized a substantial amount of SBC expenses associated with vested option awards in the first quarter of 2020. The following table sets forth a breakdown of SBC expenses, expressed as an absolute amount and as a percentage of revenues, for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

%

 

RMB

 

US$

 

%

 

 

 

(in thousands, except for percentages)

 

SBC expenses included in:

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

14,320

 

2,022

 

0.7

 

Sales and marketing expenses

 

 

 

18,771

 

2,651

 

1.0

 

General and administrative expenses

 

1,481

 

0.1

 

140,943

 

19,905

 

7.2

 

Technology and product development expenses

 

 

 

32,267

 

4,557

 

1.7

 

Total

 

1,481

 

0.1

 

206,301

 

29,135

 

10.6

 

 

As a result of the above, operating loss was RMB1,162.1 million (US$164.1 million) in the first quarter of 2020 compared to RMB763.2 million in the first quarter of 2019.

 

Interest expenses were RMB84.7 million (US$12.0 million) in the first quarter of 2020, representing an increase of 15.2% yoy from RMB73.5 million in the first quarter of 2019. The increase was attributable to an increase in interest expenses related to rent financing and additional bank loans. The following table sets forth a breakdown of interest expenses, expressed as an absolute amount and as a percentage of revenues, for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

%

 

RMB

 

US$

 

%

 

 

 

(in thousands, except for percentages)

 

Interest expenses

 

 

 

 

 

 

 

 

 

 

 

Interest expenses related to rent financing

 

50,066

 

4.2

 

56,151

 

7,930

 

2.9

 

Other interest expenses

 

23,454

 

2.0

 

28,578

 

4,036

 

1.5

 

Total

 

73,520

 

6.2

 

84,729

 

11,966

 

4.4

 

 


 

Net loss was RMB1,234.4 million (US$174.3 million) in the first quarter of 2020 compared to RMB816.2 million in the first quarter of 2019. Net margin improved by 4.8 percentage points to negative 63.6% from negative 68.4%. Adjusted net loss was RMB978.9 million (US$138.2 million) in the first quarter of 2020 compared to RMB799.1 million in the prior year period. Adjusted net margin improved by 16.4 percentage points to negative 50.5% from negative 66.9%.

 

Net loss per basic and diluted share was RMB0.87 (US$0.12) compared to RMB3.95 in the prior year period. Adjusted net loss per basic and diluted share (4) was RMB0.69 (US$0.10) compared to RMB3.88 in the prior year period.

 

EBITDA was negative RMB833.8 million (US$117.8 million) in the first quarter of 2020 compared to negative RMB566.7 million in the prior year period. EBITDA margin improved by 4.5 percentage points to negative 43.0% from negative 47.5%. Adjusted EBITDA was negative RMB578.3 million (US$81.7 million) in the first quarter of 2020 compared to negative RMB549.6 million in the prior year period. Adjusted EBITDA margin improved by 16.2 percentage points to negative 29.8% from negative 46.0%.

 

Cash and restricted cash were RMB4,226.4 million (US$596.9 million) as of March 31, 2020.

 

KEY OPERATING METRICS

 

 

 

As of

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

March 31,

 

 

 

2019

 

2019

 

2019

 

2019

 

2020

 

Number of cities in which the Company operated

 

9

 

10

 

13

 

13

 

13

 

Number of apartment units the Company operated (by status):

 

 

 

 

 

 

 

 

 

 

 

Pre-opening apartment units (1)

 

15,012

 

5,160

 

14,835

 

7,081

 

3,571

 

Opened apartment units (2)

 

270,337

 

341,213

 

391,911

 

431,228

 

415,459

 

Total

 

285,349

 

346,373

 

406,746

 

438,309

 

419,030

 

Number of apartment units the Company operated (by city):

 

 

 

 

 

 

 

 

 

 

 

Beijing, Shanghai and Shenzhen

 

176,746

 

192,268

 

213,866

 

223,753

 

207,046

 

Other cities

 

108,603

 

154,105

 

192,880

 

214,556

 

211,984

 

Total

 

285,349

 

346,373

 

406,746

 

438,309

 

419,030

 

 


(4) Adjusted net loss per basic and diluted share is a non-GAAP financial measure. See the sections entitled “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Measures to the Nearest Comparable GAAP Measures” for more information about the non-GAAP measures referred to in this results announcement.

 

(1)  Represent apartment units that are within the pre-opening period (i.e., the period between the effective date of the lease with the property owners and the date when the relevant apartment units achieve ready-to-move-in status).

 

(2)  Represent apartment units that achieve ready-to-move-in status, including those rented out and to be rented out.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Average revenues per rented-out unit per month (1)

 

2,225

 

2,015

 

285

 

Average leasing cost per unit per month (2)

 

1,599

 

1,498

 

212

 

 


(1) Represents the revenues recognized in the period presented divided by rented-out unit days (i.e., the simple sum of the number of days the Company rented out each apartment unit during a particular period) in such period multiplied by the average number of days per month (assuming 30 days per month).

 

(2) Represents leasing cost (i.e., the sum of rental cost and pre-opening expense) recorded in the period presented divided by total unit days (i.e., the simple sum of the number of days the Company operated each apartment unit during a particular period) in such period multiplied by the average number of days per month (assuming 30 days per month).

 

 

 

As of

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

March 31,

 

 

 

2019

 

2019

 

2019

 

2019

 

2020

 

Occupancy rate (1)

 

77.8

%

89.0

%

86.9

%

76.7

%

75.6

%

 


(1) Represents the aggregate number of rented-out apartment units as a percentage of the number of opened apartment units as of a given date.

 

(4) Adjusted net loss per basic and diluted share is a non-GAAP financial measure. See the sections entitled “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Measures to the Nearest Comparable GAAP Measures” for more information about the non-GAAP measures referred to in this results announcement.

 


 

SHARES OUTSTANDING

 

As of the date of this press release, the Company had approximately 1,828.8 million ordinary shares outstanding. The total number of shares outstanding excludes shares reserved for future issuances upon exercise or vesting of awards granted under the Company’s share incentive plans. Each American Depositary Share (ADS) represents ten Class A ordinary shares.

 

BUSINESS OUTLOOK

 

Based on current market and operating conditions, the Company expects revenues for the second quarter of 2020 to be between RMB1,850 million and RMB1,950 million. This forecast reflects the Company’s current and preliminary views, which is subject to change and substantial uncertainties, particularly in view of the potential impact of the COVID-19 outbreak, the effects of which are difficult to analyze and predict.

 

CONFERENCE CALL

 

A conference call and webcast to discuss Danke’s financial results and guidance will be held at 8:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing Time) on June 10, 2020. Interested parties may listen to the conference call by the dialing numbers below:

 

United States:                    1-888-317-6003

China Domestic:     4001-206115

Hong Kong:                              800-963976

International:                     1-412-317-6061

Conference ID:            4043544

 

The replay will be accessible through June 17, 2020, by dialing the following numbers:

 

United States:                    1-877-344-7529

International:                     1-412-317-0088

Conference ID:            10144503

 

The webcast will be available at ir.danke.com and will be archived on the site shortly after the call has concluded.

 

ABOUT DANKE

 

Danke, one of the largest co-living platforms in China with the fastest growth, is redefining the residential rental market through technology and aims to help people live better. Empowered by data, technology, and a large-scale apartment network, Danke’s vibrant and expanding ecosystem connects and benefits property owners, residents, and third-party service providers, and delivers quality and best-in-class services through an innovative “new rental” business model featuring centralization, standardization, and a seamless online experience. Danke was founded in 2015 and is headquartered in Beijing, China. For more information, please visit ir.danke.com.

 


 

CONTACTS

 

Investor Relations Contact

Danke IR

Email: ir@danke.com

 

Bill Zima

ICR, Inc.

Phone: +1 203-682-8200

 

Media Relations Contact

Danke PR

Email: pr@danke.com

 

Edmond Lococo

ICR, Inc.

Phone: +86 (10) 6583-7510

 

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 management in this announcement, the impact of the coronavirus outbreak on Danke’s business and financial performance, as well as Danke’s strategic and operational plans, contain forward-looking statements. Danke may also make written or oral forward-looking statements in its filings with the U.S. Securities and Exchange Commission (the “SEC”), 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 Danke’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: Danke’s goals and strategies; Danke’s future business development, results of operations and financial condition; Danke’s ability to maintain and enhance its ecosystem; Danke’s ability to expand its apartment network and resident base, meet evolving market trends, adapt to changing demands of property owners and residents and improve the effectiveness of its technology system; the future developments of the coronavirus outbreak; and fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Danke’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Danke does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 


 

USE OF NON-GAAP FINANCIAL MEASURES

 

The Company uses EBITDA, adjusted EBITDA, adjusted net loss, and adjusted net loss per basic and dilute share, each a non-GAAP financial measure, in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that these measures help the management identify underlying trends in the Company’s business that could otherwise be distorted by the effect of certain expenses and income that the Company includes in net loss. The Company believes that these measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects, and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.

 

EBITDA represents net loss before depreciation and amortization, interest expenses, interest income, and income tax benefit (expense). Adjusted EBITDA represents EBITDA before share-based compensation, incentives for apartment sourcing, and impairment of long-lived assets. Adjusted net loss represents net loss before share-based compensation, incentives for apartment sourcing, and impairment of long-lived assets. Share-based compensation represents compensation expenses in connection with the restricted shares granted to the Company’s co-founders and other share options granted to the Company’s employees. Incentives for apartment sourcing consist of commissions and lead generation fees related to apartment sourcing. The Company pays commissions and lead generation fees upfront when the relevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which is generally four to six years. Impairment of long-lived assets represents the impairment loss of leasehold improvement, furniture and appliances due to the underperformance of certain apartment units.

 

The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. The Company presents the non-GAAP financial measures because they are used by its management to evaluate operating performance and formulate business plans. The Company believes that the non-GAAP financial measures help identify underlying trends in its business, provide further information about its results of operations, and enhance the overall understanding of its past performance and future prospects.

 

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. The Company’s non-GAAP financial measures do not reflect all items of income and expense that affect its operations and do not represent the residual cash flow available for discretionary expenditures. Further, the non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, both of which should be considered when evaluating performance. For more information on these non-GAAP financial measures, please see the table captioned “RECONCILIATIONS OF NON-GAAP MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES” set forth at the end of this press release. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

 

EXCHANGE RATE INFORMATION

 

This announcement contains translations between Renminbi and U.S. dollars solely for the convenience of the reader. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this announcement were made at a rate of RMB7.0808 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2020. The Company makes no representation that the Renminbi or U.S. dollar amounts referred to in this announcement could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

 


 

PHOENIX TREE HOLDINGS LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

(All amounts in thousands, except for share and per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Revenues

 

1,193,770

 

1,939,589

 

273,922

 

Operating expenses:

 

 

 

 

 

 

 

Rental cost

 

(1,167,613

)

(1,955,717

)

(276,200

)

Depreciation and amortization

 

(196,513

)

(328,264

)

(46,360

)

Other operating expenses

 

(121,884

)

(250,578

)

(35,388

)

Pre-opening expense

 

(83,321

)

(9,198

)

(1,299

)

Sales and marketing expenses

 

(225,920

)

(203,962

)

(28,805

)

General and administrative expenses

 

(113,109

)

(273,749

)

(38,660

)

Technology and product development expenses

 

(48,608

)

(61,037

)

(8,620

)

Impairment of long-lived assets

 

 

(19,144

)

(2,704

)

Operating loss

 

(763,198

)

(1,162,060

)

(164,114

)

Interest expenses

 

(73,520

)

(84,729

)

(11,966

)

Interest income

 

20,477

 

10,251

 

1,448

 

Loss before income taxes

 

(816,241

)

(1,236,538

)

(174,632

)

Income tax benefit

 

 

2,167

 

306

 

Net loss

 

(816,241

)

(1,234,371

)

(174,326

)

Income/(loss) attributable to non-controlling interest

 

59

 

(4,431

)

(626

)

Net loss attributable to Phoenix Tree Holdings Limited

 

(816,300

)

(1,229,940

)

(173,700

)

Accretion and modification of redeemable convertible preferred shares

 

(79,168

)

(28,692

)

(4,052

)

Net loss attributable to ordinary shareholders of Phoenix Tree Holdings Limited

 

(895,468

)

(1,258,632

)

(177,752

)

 

 

 

 

 

 

 

 

Net loss

 

(816,241

)

(1,234,371

)

(174,326

)

Other comprehensive loss:

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

7,853

 

140,976

 

19,910

 

Comprehensive loss

 

(808,388

)

(1,093,395

)

(154,416

)

Comprehensive income/(loss) attributable to non-controlling interest

 

59

 

(4,431

)

(626

)

Comprehensive loss attributable to ordinary shareholders of Phoenix Tree Holdings Limited

 

(808,447

)

(1,088,964

)

(153,790

)

Net loss per share

 

 

 

 

 

 

 

—Basic and diluted

 

(3.95

)

(0.87

)

(0.12

)

Weighted average number of shares outstanding used in computing net loss per share

 

 

 

 

 

 

 

—Basic and diluted

 

226,458,958

 

1,453,806,974

 

1,453,806,974

 

 


 

PHOENIX TREE HOLDINGS LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(All amounts in thousands, except for share and per share data)

 

 

 

As of December 31,

 

As of March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

685,277

 

826,396

 

116,709

 

Restricted cash

 

1,417,245

 

1,384,255

 

195,494

 

Accounts receivable, net

 

2,837

 

2,984

 

421

 

Advance to landlords

 

223,146

 

130,147

 

18,380

 

Prepayments and other current assets

 

636,618

 

625,712

 

88,369

 

Total current assets

 

2,965,123

 

2,969,494

 

419,373

 

Non-current assets:

 

 

 

 

 

 

 

Restricted cash

 

1,353,376

 

2,015,704

 

284,672

 

Property and equipment, net

 

3,167,537

 

2,881,057

 

406,883

 

Intangible asset, net

 

152,846

 

138,128

 

19,507

 

Goodwill

 

347,455

 

347,455

 

49,070

 

Deposits to landlords

 

608,475

 

577,093

 

81,501

 

Other non-current assets

 

410,703

 

371,436

 

52,457

 

Total non-current assets

 

6,040,392

 

6,330,873

 

894,090

 

Total assets

 

9,005,515

 

9,300,367

 

1,313,463

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short-term borrowings and current portion of long-term borrowings

 

4,554,362

 

4,654,298

 

657,312

 

Accounts payable

 

726,455

 

651,639

 

92,029

 

Rental payable

 

553,410

 

978,020

 

138,123

 

Advance from residents

 

976,348

 

906,061

 

127,960

 

Amount due to related parties

 

11,343

 

46,060

 

6,505

 

Deposits from residents

 

605,356

 

569,772

 

80,467

 

Accrued expenses and other current liabilities

 

495,484

 

544,820

 

76,944

 

Total current liabilities

 

7,922,758

 

8,350,670

 

1,179,340

 

Non-current liabilities:

 

 

 

 

 

 

 

Long-term borrowings, excluding current portion

 

669,250

 

665,250

 

93,951

 

Deferred income tax liabilities

 

7,042

 

4,875

 

688

 

Other non-current liabilities

 

27,419

 

6,074

 

859

 

Total non-current liabilities

 

703,711

 

676,199

 

95,498

 

Total liabilities

 

8,626,469

 

9,026,869

 

1,274,838

 

MEZZANINE EQUITY

 

 

 

 

 

 

 

Total mezzanine equity

 

6,106,203

 

 

 

SHAREHOLDERS’ (DEFICIT)/EQUITY

 

 

 

 

 

 

 

Ordinary Shares

 

35

 

248

 

35

 

Additional paid-in capital

 

 

7,122,529

 

1,005,893

 

Accumulated other comprehensive (loss)/income

 

(57,852

)

83,124

 

11,740

 

Accumulated deficit

 

(5,663,670

)

(6,922,302

)

(977,616

)

Total shareholders’ (deficit)/equity attributable to ordinary shareholders

 

(5,721,487

)

283,599

 

40,052

 

Non-controlling interest

 

(5,670

)

(10,101

)

(1,427

)

Total shareholders’ (deficit)/equity

 

(5,727,157

)

273,498

 

38,625

 

Total liabilities, mezzanine equity and shareholders’ (deficit)/equity

 

9,005,515

 

9,300,367

 

1,313,463

 

 


 

PHOENIX TREE HOLDINGS LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

(All amounts in thousands, except for share and per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Net cash used in operating activities

 

(633,130

)

(121,440

)

(17,151

)

Net cash used in investing activities

 

(641,692

)

(178,196

)

(25,166

)

Net cash provided by financing activities

 

2,475,836

 

1,017,506

 

143,699

 

Effect of foreign currency exchange rate changes on cash and restricted cash

 

(71,886

)

52,587

 

7,427

 

Net increase in cash and restricted cash

 

1,129,128

 

770,457

 

108,809

 

Cash and restricted cash at the beginning of the period

 

2,465,534

 

3,455,898

 

488,066

 

Cash and restricted cash at the end of the period

 

3,594,662

 

4,226,355

 

596,875

 

 


 

PHOENIX TREE HOLDINGS LIMITED

 

RECONCILIATIONS OF NON-GAAP MEASURES TO THE NEAREST COMPARABLE GAAP MEASURES

 

(All amounts in thousands, except for share and per share data)

 

The table below sets forth a reconciliation of the Company’s net loss to EBITDA and adjusted EBITDA for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Net Loss

 

(816,241

)

(1,234,371

)

(174,326

)

Add:

 

 

 

 

 

 

 

Depreciation and amortization

 

196,513

 

328,264

 

46,360

 

Interest expenses

 

73,520

 

84,729

 

11,966

 

Income tax benefit

 

 

(2,167

)

(306

)

Subtract:

 

 

 

 

 

 

 

Interest income

 

20,477

 

10,251

 

1,448

 

EBITDA

 

(566,685

)

(833,796

)

(117,754

)

Add:

 

 

 

 

 

 

 

Incentives for apartment sourcing

 

15,628

 

30,008

 

4,238

 

Share-based compensation

 

1,481

 

206,301

 

29,135

 

Impairment of long-lived assets

 

 

19,144

 

2,704

 

Adjusted EBITDA

 

(549,576

)

(578,343

)

(81,677

)

 

The table below sets forth a reconciliation of the Company’s net loss to adjusted net loss for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Net Loss

 

(816,241

)

(1,234,371

)

(174,326

)

Add:

 

 

 

 

 

 

 

Incentives for apartment sourcing

 

15,628

 

30,008

 

4,238

 

Share-based compensation

 

1,481

 

206,301

 

29,135

 

Impairment of long-lived assets

 

 

19,144

 

2,704

 

Adjusted Net Loss

 

(799,132

)

(978,918

)

(138,249

)

 


 

The table below sets forth a reconciliation of the Company’s net loss per basic and diluted share to adjusted net loss per basic and diluted share for the periods indicated:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2020

 

 

 

RMB

 

RMB

 

US$

 

Net loss attributable to ordinary shareholders of Phoenix Tree Holdings Limited

 

(895,468

)

(1,258,632

)

(177,752

)

Add:

 

 

 

 

 

 

 

Incentives for apartment sourcing

 

15,628

 

30,008

 

4,238

 

Share-based compensation

 

1,481

 

206,301

 

29,135

 

Impairment of long-lived assets

 

 

19,144

 

2,704

 

Adjusted net loss attributable to ordinary shareholders of Phoenix Tree Holdings Limited

 

(878,359

)

(1,003,179

)

(141,675

)

Adjusted net loss per share

 

 

 

 

 

 

 

—Basic and diluted

 

(3.88

)

(0.69

)

(0.10

)

Weighted average number of shares outstanding used in computing adjusted net loss per share

 

 

 

 

 

 

 

—Basic and diluted

 

226,458,958

 

1,453,806,974

 

1,453,806,974