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 May 2022

 

Commission File Number: 001-38799

 

SCIENJOY HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

3rd Floor, JIA No. 34, Shenggu Nanli

Chaoyang District, Beijing

People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-256373), Form F-3 (Registration Number 333-256714), and Form F-3 (Registration Number 333- 254818), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Scienjoy Holding Corporation
     
Date: May 13, 2022 By: /s/ Xiaowu He
  Name: Xiaowu He
  Title: Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Unaudited Consolidated Financial Statements as of June 30, 2021 and for the Six Months Ended June 30, 2021 and 2020
99.2   Unaudited Consolidated Financial Statements as of September 30, 2021 and for the Nine Months Ended September 30, 2021 and 2020
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Linkbase
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase

 

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Scienjoy Holding Corp false --12-31 Q2 2021 2021-06-30 0001753673 0001753673 2021-01-01 2021-06-30 0001753673 2020-12-31 0001753673 2021-06-30 0001753673 2020-01-01 2020-06-30 0001753673 2021-09-30 0001753673 2020-01-01 2020-09-30 0001753673 2021-01-01 2021-09-30 iso4217:CNY iso4217:USD iso4217:USD xbrli:shares xbrli:shares iso4217:CNY xbrli:shares

Exhibit 99.1

 

Scienjoy Reports 2021 First Half Financial Results

 

First Half 2021 Operating and Financial Highlights

 

Total net revenues increased by 68.0% to RMB758.3 million (US$117.4 million) from RMB451.4 million in the same period of 2020. Total net revenues for both the first and second quarter of 2021 exceed the high end of the estimated range released by the Company.

 

Gross profit increased by 44.7% to RMB160.1 million (US$24.8 million) from RMB110.6 million in the same period of 2020. Gross margin was 21.1% and 24.5% in the first half of fiscal 2021 and 2020, respectively.

 

Net income increased by 2.3% to RMB163.0 million (US$25.2 million) from RMB159.4 million in the same period of 2020. Net margin was 21.5% and 35.3% in the first half of fiscal 2021 and 2020, respectively.

 

Adjusted net income[1] increased by 57.9% to RMB128.6 million (US$19.9 million) from RMB81.5 million in the same period of 2020. Adjusted net margin was 17.0% and 18.0% in the first half of fiscal 2021 and 2020, respectively.

 

Total paying users increased by 10.2% to 477,062 from 433,058 in the same period of 2020.

 

Total number of active broadcasters increased by 671.2% to 202,359 from 26,239 in the same period of 2020.

 

As of June 30, 2021, the Company had RMB286.8 million (US$44.4 million) in cash and cash equivalents, which represented an increase of 27.6% from RMB224.8 million as of December 31, 2020.

 

1 “Adjusted net income” is defined as net income excluding change in fair value of contingent consideration and warrant liabilities. For more information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end of this press release.
   
  Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “We are pleased to announce that Scienjoy has continued to deliver strong financial and operational results in the first half year of 2021. During the period we continued to adopt new technologies to enrich the content of our livestreaming platform in China and abroad. One such development is Scienjoy’s strategic partnership with the U.S.-based non-profit organization, the Global Friendship Exchange Foundation (“GFE Foundation”), to jointly establish a livestreaming studio in New York that helps young artists sell non-fungible tokens (NFTs) and explore future initiatives around digital art and livestreaming. Scienjoy also entered into a strategic framework agreement with Qingyin (Beijing) Culture Technology Co., Ltd., a leading multi-channel network (MCN) operating in the WeChat ecosystem, to accelerate the growth of our e-commerce business and expand into the WeChat ecosystem. By establishing key industry partnerships in the first half of 2021, we have further advanced our vision of building a livestreaming full ecosystem that brings together cutting-edge immersive entertainment, e-commerce, and talent development in MCN sectors. Going forward, we expect our investments in research and development, talent development pipeline and new products to continue to attract high-quality broadcasters to our platform, delight fans, further enhance our revenue capabilities and bring greater value to shareholders.”
   
  Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “We continued to deliver robust financial results in the first half of 2021 as we increased investments in initiatives that have led to platform growth and attracted loyal fans. As a result, we saw strong growth in the period including an increase in total net revenue by 68.0% year over year to RMB758.3 million, and an increase in adjusted net income by 57.9% year over year to RMB128.6 million. As our growing ecosystem attracted fans and broadcasters alike and drove monetization, total paying users continued to grow steadily in the period at 10.2% year over year. Looking ahead, we are confident that by expanding our investments in research and development, exploring new monetization channels, and diversifying our platform content across entertainment and e-commerce, we will continue to deliver sustainable value to shareholders in the long term.”

 

 

 

 

2021 First Half Financial Results

 

Total net revenues for the first six months ended June 30, 2021 increased by 68.0% to RMB758.3 million (US$117.4 million) from RMB451.4 million in the same period of 2020. This increase was driven by the growth in paying users during the outbreak of COVID-19 on the Company’s livestreaming platform as well as the Company’s increasing ability to attract and retain paying users and broadcasters. The number of paying users for the first six months ended June 30, 2021 was 477,062, increasing by 10.2% from 433,058 in the same period of 2020. The Company’s paying ratio in the first six months of 2021 improved to 3.58% from 2.28% in the same period of 2020.

 

Cost of revenues for the first six months ended June 30, 2021 increased by 75.5% to RMB598.2 million (US$92.6 million) from RMB340.9 million in the same period of 2020. This increase was primarily attributable to a year-over-year increase of RMB216.9 million, or 74.0%, in the Company’s revenue sharing fees and content costs, which was in line with the growth of the Company’s livestreaming operations for the first six months ended June 30, 2021.

 

Gross profit for the first six months ended June 30, 2021 increased by 44.7% to RMB160.1 million (US$24.8 million) from RMB110.6 million in the same period of 2020. Gross margin for the first six months ended June 30, 2021 decreased slightly to21.1% from 24.5% in the same period of 2020, which was in line with the increase in revenue sharing fees and content costs to attract more quality broadcasters.

 

Total operating expenses for the first six months ended June 30, 2021 increased by 156.4% to RMB54.1 million (US$8.4 million) from RMB21.1 million in the same period of 2020.

 

Sales and marketing expenses for the first six months ended June 30, 2021 increased slightly by 2.9% to RMB2.6 million (US$400,000) from RMB2.5 million in the same period of 2020. This increase was mainly due to increased promotional expenses to attract more paying users.

 

General and administrative expenses for the first six months ended June 30, 2021 increased by 180.4% to RMB24.4 million (US$3.8 million) from RMB8.7 million in the same period of 2020. This increase was mainly caused by higher employee benefits, increased headcounts, as well as additional consulting and professional fees that the Company incurred as a result of its listing as a public company.

 

Research and development expenses for the first six months ended June 30, 2021 increased by 80.3% to RMB23.5 million (US$3.6 million) from RMB13.0 million in the same period of 2020. This increase was due to the increases in R&D headcount and benefits to relevant employees as the Company continued to strengthen its technological capabilities.

 

Income from operations for the first six months ended June 30, 2021 increased by 18.4% to RMB105.9 million (US$16.4 million) from RMB89.5 million in the same period of 2020. As a result, operating margin in the first six months of 2021 decreased to 14.0% from 19.8% in the same period of 2020.

 

Change in fair value of contingent consideration for the first six months ended June 30, 2021 decreased by 69.8% to RMB23.5 million (US$3.6 million) from RMB77.9 million in the same period of 2020. Change in fair value of contingent consideration is derived from the Company’s reverse recapitalization with Wealthbridge Acquisition Limited on May 7, 2020, and acquisition of BeeLive on August 10, 2020, which involved payments of future contingent consideration upon the achievement of certain financial performance targets and specific market price levels. Earn out liabilities are recorded for the estimated fair value of the contingent consideration on the merger date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized as either income or expense.

 

2

 

 

Change in fair value of warrant liabilities for the first six months ended June 30, 2021 amounted to RMB10.9 million (US$1.7 million). The Company’s warrants assumed from SPAC acquisition that have complex terms, such as a clause in which the warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash upon a fundamental transaction that is considered outside of the control of management are considered to be a derivative that are recorded as a liability at fair value. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

 

Change in fair value of investment in marketable security for the first six months ended June 30, 2021 amounted to RMB27.6 million (US$4.3 million). In January 2021, the Company, through its wholly owned subsidiary, Scienjoy Inc., purchased from Cross Wealth Investment Holding Limited, an entity related to two directors of the Company, 606,061 ordinary shares of Goldenbridge Acquisition Limited (“Goldenbridge”) for an aggregated consideration of US$2 million. Goldenbridge was formed as a special purpose acquisition company. The investment was classified as investment in marketable security, which is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

 

Net income for the first six months ended June 30, 2021 increased by 2.3% to RMB163.0 million (US$25.2 million) from RMB159.4 million in the same period of 2020. Net margin decreased to 21.5% from 35.3% in the same period of 2020.

 

Adjusted net income, which excludes changes in fair value of contingent consideration and change in fair value of warrants liability, increased by 57.9% to RMB128.6 million (US$19.9 million) for the first six months ended June 30, 2021 from RMB81.5 million in the same period of 2020. As a result, adjusted net margin decreased slightly to 17.0% from 18.0% in the same period of 2020.

 

Basic and diluted net income per ordinary share for the first six months ended June 30, 2021 were both RMB5.32 (US$0.82). In comparison, basic and diluted net income per ordinary share in the same period of 2020 were both RMB7.75.

 

Adjusted basic and diluted net income per ordinary share for the first six months ended June 30, 2021 were both RMB4.19 (US$0.65). In comparison, adjusted basic and diluted net income per ordinary share in the same period of 2020 were both RMB3.96.

 

Business Outlook

 

The Company expects its total net revenues to be in the range of RMB404 million to RMB436 million in the third quarter of 2021. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly in respect to the potential impact of COVID-19 on the economy in China and other markets around the world. 

 

Recent Developments

 

On July 7, 2021, the Company announced that it has entered into a strategic partnership with the GFE Foundation, a U.S-based non-profit organization dedicated to supporting young artists from around the world. The partnership will help young artists sell NFTs from original artwork across various platforms and establish a livestreaming studio in New York.

 

About Scienjoy Holding Corporation

 

Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service matrix that delivers pleasant experiences to users. With approximately 250 million registered users, Scienjoy currently operates four brands of livestreaming platforms, consisting of Showself, Lehai, Haixiu, and BeeLive (including Mifeng [Chinese version] and BeeLive International [international version]). Scienjoy adopts multi-platform operation strategies and is committed to providing high-quality and value-added services for users with innovative thinking. Based on in-depth knowledge and research of the livestreaming industry and user behavior, Scienjoy is devoted to building fully-immersive virtual reality worlds in which the virtual world and reality are integrated within the livestreaming scenario, deeply integrating the industry through diversified live broadcasting scenarios, and empowering the industry by building a content-rich and vibrant Livestreaming Full Ecosystem. For more information, please visit http://ir.scienjoy.com/.

 

3

 

 

Use of Non-GAAP Financial Measures

 

Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration and warrant liabilities. Adjusted basic and diluted net income per ordinary share is non-GAAP net income (loss) attributable to ordinary shareholders divided by weighted average number of ordinary shares used in the calculation of non-GAAP basic and diluted net income per ordinary share. The non-GAAP financial measures are presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with US GAAP. 

 

For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of this release. 

 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB 6.4566 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 amounts could have been, or could be, converted, realized or settled in U.S. dollars at that rate on June 30, 2021, or at any other rate. 

 

Safe Harbor Statement

 

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release. 

 

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   As of
December 31,
   As of
June 30,
 
   2020   2021   2021 
   RMB   RMB   USD 
ASSETS            
Current assets            
Cash and cash equivalents   224,768    286,803    44,420 
Accounts receivable, net   228,214    230,097    35,637 
Prepaid expenses and other current assets   13,753    24,945    3,864 
Amounts due from related parties   7    13,007    2,015 
Investment in marketable security   
-
    40,566    6,283 
Total current assets   466,742    595,418    92,219 
                
Property and equipment, net   1,356    1,491    231 
Intangible assets, net   239,634    237,674    36,811 
Goodwill   92,069    92,069    14,260 
Long term investments   5,000    23,000    3,562 
Long term deposits and other non-current assets   1,382    1,394    216 
Deferred tax assets – non-current   5,654    5,448    844 
Total non-current assets   345,095    361,076    55,924 
TOTAL ASSETS   811,837    956,494    148,143 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
Current liabilities               
Accounts payable   67,089    45,786    7,092 
Accrued salary and employee benefits   18,141    9,223    1,428 
Accrued expenses and other current liabilities   12,358    9,989    1,547 
Current portion of contingent consideration – earn-out liability   92,183    71,536    11,080 
Warrant liabilities   29,558    16,077    2,490 
Income tax payable   8,581    12,418    1,923 
Loan Payable - related parties   
-
    12,310    1,907 
Deferred revenue   49,567    67,588    10,468 
Total current liabilities   277,477    244,927    37,935 
                
Non-current liabilities               
Deferred tax liabilities   59,729    59,237    9,175 
Contingent consideration – earn-out liability   15,116    11,428    1,770 
Total non-current liabilities   74,845    70,665    10,945 
TOTAL LIABILITIES   352,322    315,592    48,880 
Commitments and contingencies Shareholders’ equity   
 
    
 
    
 
 
Ordinary share, no par value, unlimited shares authorized, 27,037,302 and 30,844,642 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively   (96,349)   121,379    18,799 
Shares to be issued   200,100    
-
    
-
 
Statutory reserves   18,352    25,896    4,011 
Retained earnings   322,610    478,077    74,045 
Accumulated other comprehensive income   14,802    15,550    2,408 
Total shareholders’ equity   459,515    640,902    99,263 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   811,837    956,494    148,143 

  

5

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   For the six months ended 
   June 30,   June 30,   June 30, 
   2020   2021   2021 
   RMB   RMB   US$ 
Livestreaming - consumable virtual items revenue   437,023    733,166    113,553 
Livestreaming - time based virtual items revenue   12,269    17,668    2,736 
Technical services   2,152    7,423    1,150 
Total revenues   451,444    758,257    117,439 
                
Cost of revenues   (340,858)   (598,189)   (92,648)
                
Gross profit   110,586    160,068    24,791 
                
Operating expenses               
Sales and marketing expenses   (2,512)   (2,584)   (400)
General and administrative expenses   (8,699)   (24,395)   (3,778)
Recovery (provision) for doubtful accounts   3,143    (3,645)   (565)
Research and development expenses   (13,043)   (23,514)   (3,642)
Total operating expenses   (21,111)   (54,138)   (8,385)
Income from operations   89,475    105,930    16,406 
                
Change in fair value of contingent consideration   77,898    23,545    3,647 
Change in fair value of warrants liability   
-
    10,854    1,681 
Change in fair value of investment in marketable security   
-
    27,608    4,276 
Interest income   1,349    1,431    222 
Interest expense   
-
    (241)   (37)
Other (expenses) income, net   (5,255)   102    16 
Foreign exchange loss, net   (168)   (40)   (6)
                
Income before income taxes   163,299    169,189    26,205 
                
Income tax expenses   (3,944)   (6,178)   (957)
                
Net income   159,355    163,011    25,248 
Other comprehensive (loss) income - foreign currency translation adjustment   (1,079)   748    116 
Comprehensive income attributable to the Company’s shareholders   158,276    163,759    25,364 
                
Weighted average number of shares               
Basic   20,563,860    30,669,789    30,669,789 
Diluted   20,563,860    30,669,789    30,669,789 
Earnings per share               
Basic   7.75    5.32    0.82 
Diluted   7.75    5.32    0.82 

 

6

 

 

Reconciliations of Non-GAAP Results

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   For the six months ended 
   June 30,   June 30,   June 30, 
   2020   2021   2021 
   RMB   RMB   US$ 
             
Net income   159,355    163,011    25,248 
Less:               
Change in fair value of contingent consideration   77,898    23,545    3,647 
Change in fair value of warrants liability   
-
    10,854    1,681 
Adjusted net income   81,457    128,612    19,920 
                
Adjusted net income per ordinary share*               
Basic   3.96    4.19    0.65 
Diluted   3.96    4.19    0.65 

 

 

7

 

 

Exhibit 99.2

 

Scienjoy Holding Corporation Reports Interim Nine months ended September 30, 2021 Unaudited Financial Results

  

Nine Months 2021 Operating and Financial Highlights

 

Total net revenues for the nine months ended September 30, 2021 increased by 52.5% to RMB1,171.2 million (US$181.8 million) from RMB767.8 million in the same period of 2020.

 

Gross profit for the nine months ended September 30, 2021 increased by 27.4% to RMB232.4 million (US$36.1 million) from RMB182.4 million in the same period of 2020.

 

Net income for the nine months ended September 30, 2021 increased by 7.7% to RMB237.5 million (US$36.9 million) from RMB220.5 million in the same period of 2020.

 

Adjusted net income for the nine months ended September 30, 2021 increased by 37.5% to RMB182.6 million (US$28.3 million) from RMB132.8 million in the same period of 2020.

 

Total paying users for the nine months ended September 31,2021 decreased by 10.8% to 648,465 from 727,385 in the same period of 2020.

 

Active broadcasters for the nine months ended September 31,2021 increased by 28.2% to 250,497 from 195,422 in the same period of 2020.

 

As of September 30, 2021, the Company had RMB291.9 million (US$45.3 million) in cash and cash equivalents, which represented an increase of 29.9% from RMB224.8 million as of December 31, 2020.

 

Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “Scienjoy has continued to achieve outstanding financial and operational results in the first nine months of 2021. Our revenues and adjusted net income for the nine months of 2021 are close to the full year results of fiscal year 2020, which reflect tremendous growth in our business. We have made significant progress on improving operating efficiency through refined operations and continued to invest and adopt extensive cutting-edge technologies to improve overall users’ experience. The rapid growth number of active broadcasters has proved our strong capabilities in addressing increasing demands for livestreaming. Looking forward, we are committed to building the metaverse in the livestreaming field, by using Artificial Intelligence (AI), Augmented Reality (AR), Virtual Reality (VR), Mixed Reality (MR), big data, and blockchain to upgrade the fundamental elements of livestreaming settings and expand the offerings of livestreaming content. With the continuous development and application of advanced technologies, we aim to fulfill the fast-evolving expectations of our users and broadcasters, which are building an interactive connection between users and broadcasters and customizing their own experiences with a vast variety of contents and features. We remain optimistic and believe that we are well positioned to continue to capture the opportunity in the rapidly expanding and evolving market for live entertainment mobile streaming.”

 

Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “We continued to deliver strong financial results in the first nine months of 2021 as we focused on investing in technologies to improve our platform and delivering the attractive experiences to our users and broadcasters. The significant increase in revenue and adjusted net income demonstrated the attractiveness of our platform. Looking ahead, we will still be dedicated to facilitating user growth, enhancing monetization and developing our technologies and ambition in building metaverse in livestreaming. We are confident that we will continue to generate significant revenue and provide greater value to our shareholders in the long term.”

 

 

 

Nine Months 2021 Financial Results

 

Total net revenues for the nine months ended September 30, 2021 increased by 52.5% to RMB1,171.2 million (US$181.8 million) from RMB767.8 million in the same period of 2020, because more quality content are provided through our integrated multiple live streaming platforms including Beelive platforms we acquired in September 2020 and our ARPPU for the nine months ended September 30, 2021 increased by 70% comparing to the same period of last year, partially offset by decrease in number of paying users.

 

Cost of revenues for the nine months ended September 30, 2021 increased by 60.4% to RMB938.8 million (US$145.7 million) from RMB585.4 million in the same period of 2020. The increase was primarily attributable to a 58.7%, or RMB297.0 million, year-over-year increase in the Company’s revenue sharing fees and content costs, which was consistent with the 28.2% year-over-year increase in active broadcasters as well as the growth of the Company’s overall live streaming operations for the nine months ended September 30, 2021. In addition, the Company incurred share based compensation of RMB3.4 million for the nine months ended September 30, 2021 and no such expense incurred in the same period of last year.

 

Gross profit for the nine months ended September 30, 2021 increased by 27.4% to RMB232.4 million (US$36.1 million) from RMB182.4 million in the same period of 2020.

 

Total operating expenses for the nine months ended September 30, 2021 increased to RMB85.6 million (US$13.3 million) from RMB41.5 million in the same period of 2020. 

  

Sales and marketing expenses for the nine months ended September 30, 2021 kept constant at RMB3.7 million (US$0.6 million) as compared to the same period of 2020.

 

General and administrative expenses for the nine months ended September 30, 2021 significantly increased to RMB38.6 million (US6.0 million) from RMB19.7 million in the same period of 2020.The increase was primarily because we had a share based compensation of RMB3.6 Million (US$0.6 million) and higher listing-related professional fees, employee salary and welfare and amortization of intangible assets as compared to the same period of 2020.

 

Research and development expenses for the nine months ended September 30, 2021 increased by 91.6% to RMB39.8 million (US$6.2 million) from RMB20.8 million in the same period of 2020. The increase was due to higher R&D headcount and the Company had share based compensation of RMB5.4 million (US$0.8 million) in the first nine months ended September 30, 2021.

 

Provision for doubtful accounts for the nine months ended September 30, 2021 was RMB3.4 million (US$0.5 million) as compared to a recovery for doubtful accounts of RMB2.7 million in the same period of 2020

 

Income from operations for the nine months ended September 30, 2021 increased by 4.2% to RMB146.8 million (US$22.8 million) from RMB140.9 million in the same period of 2020.

 

Change in fair value of contingent consideration for the nine months ended September 30, 2021 decreased by 48.1% to RMB45.5 million (US$7.1 million) from RMB87.6 million in the same period of 2020. Change in fair value of contingent consideration is derived from the Company’s reverse recapitalization with Wealthbridge Acquisition Limited on May 7, 2020, and acquisition of BeeLive on August 10, 2020, which involved payments of future contingent consideration upon the achievement of certain financial performance targets and specific market price levels. Earn out liabilities are recorded for the estimated fair value of the contingent consideration on the merger date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized as either income or expense. 

 

Change in fair value of warrants liability for the nine months ended September 30, 2021 amount to RMB21.8 million (US$3.4 million). The Company’s warrants assumed from SPAC acquisition that have complex terms, such as a clause in which the warrant agreements contain a cash settlement provision whereby the holders could settle the warrants for cash upon a fundamental transaction that is considered outside of the control of management are considered to be a derivative that are recorded as a liability at fair value. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

 

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Change in fair value of investment in marketable security for the nine months ended September 30, 2021 amount to RMB27.6 million (US$4.3 million) In January 2021, the Company, through its wholly owned subsidiary, Scienjoy Inc., purchased from Cross Wealth Investment Holding Limited, an entity related to two directors of the Company, 606,061 ordinary shares of Goldenbridge Acquisition Limited (“Goldenbridge”) for an aggregated consideration of US$2 million. Goldenbridge was formed as a special purpose acquisition company. The investment was classified as investment in marketable security, which is adjusted to its fair value at the end of each reporting period, with the change being recorded as other expense or gain.

 

Net income for the nine months ended September 30, 2021 increased by 7.7% to RMB237.5 million (US$36.9 million) from RMB220.5 million in the same period of 2020. 

  

Adjusted net income for the nine months ended September 30, 2021 increased by 37.5% to RMB182.6 million (US$28.3 million) from RMB132.8 million in the same period of 2020.

 

Basic and diluted net income per ordinary share for the nine months ended September 30, 2021 were both RMB7.73 (US$1.20). In comparison, basic and diluted net income per ordinary share for the nine months ended September 30, 2020 were both RMB10.14, respectively.

 

Adjusted basic and diluted net income per ordinary share for the nine months ended September 30, 2021 were both RMB5.94 (US$0.92). In comparison, both adjusted basic and diluted net income per ordinary share for the nine months ended September 30, 2020 were RMB6.11.

 

As of September 30, 2021, the Company had cash and cash equivalents of RMB291.9 million (US$45.3 million) compared to RMB224.8 million as of December 31, 2020.

 

Business Outlook

 

The Company expects its total net revenues to be in the range of RMB393 million to RMB455 million in the fourth quarter of 2021. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change, particularly in respect to the potential impact of COVID-19 on the economy in China and other markets around the world.

 

About Scienjoy Holding Corporation Limited

 

Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service ecosystem to delight and entertain users. With approximately 250 million registered users, Scienjoy currently operates four livestreaming platform brands, including Showself, Lehai, Haixiu, and BeeLive, which features both the Mifeng Chinese version and BeeLive International version. Scienjoy uniquely combines a gamified business approach to livestreaming, in-depth knowledge of the livestreaming industry, and cutting-edge technologies such as blockchain, augmented reality (AR), virtual reality (VR), and big data, to create a unique user experience. Scienjoy is devoted to building a livestreaming Metaverse to provide users with the ultimate immersive experience, a social media network that transcends time and space, a digital community that spans virtual and physical reality, and a content-rich ecosystem. For more information, please visit http://ir.scienjoy.com/.

 

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Use of Non-GAAP Financial Measures

 

Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. Adjusted basic and diluted net income per ordinary share is non-GAAP net income (loss) attributable to ordinary shareholders divided by weighted average number of ordinary shares used in the calculation of non-GAAP basic and diluted net income per ordinary share. The non-GAAP financial measures are presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with US GAAP.

 

For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of this release.

 

Exchange Rate Information

 

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB6.4434 to US$1.00, the noon buying rate in effect on September 30, 2021, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB amounts could have been, or could be, converted, realized or settled in U.S. dollars at that rate on September 30, 2021, or at any other rate.

  

Safe Harbor Statement

 

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

  

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   As of
December 31
   As of
September 30
 
   2020   2021   2021 
   RMB   RMB   US$ 
ASSETS            
Current assets            
Cash and cash equivalents   224,768    291,879    45,299 
Accounts receivable, net   228,214    228,478    35,459 
Prepaid expenses and other current assets   13,753    26,750    4,151 
Amounts due from related parties   7    13,007    2,019 
Investment in marketable security   -    40,606    6,302 
Total current assets   466,742    600,720    93,230 
                
Property and equipment, net   1,356    1,475    229 
Intangible assets, net   239,634    236,686    36,733 
Goodwill   92,069    92,069    14,289 
Long term investments   5,000    53,000    8,225 
Long term deposits and other non-current assets   1,382    12,139    1,884 
Deferred tax assets– non-current   5,654    5,147    799 
Total non-current assets   345,095    400,516    62,159 
TOTAL ASSETS   811,837    1,001,236    155,389 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
LIABILITIES               
Current liabilities:               
Accounts payable   67,089    35,406    5,496 
Accrued salary and employee benefits   18,141    12,155    1,886 
Accrued expenses and other current liabilities   12,358    7,365    1,143 
Current portion of contingent consideration – earn-out liability   92,183    52,783    8,192 
Income tax payable   8,581    11,245    1,745 
Loan payables - related parties   -    11,468    1,780 
Deferred revenue   49,567    70,744    10,979 
Warrants liabilities   29,558    5,090    790 
Total current liabilities   277,477    206,256    32,011 
Non-current liabilities               
Deferred tax liabilities - non current   59,729    58,992    9,155 
Contingent consideration – earn-out liability   15,116    8,175    1,269 
Total non-current liabilities   74,845    67,167    10,424 
TOTAL LIABILITIES   352,322    273,423    42,435 
Commitments and contingencies   
 
    
 
    
 
 
Shareholders’ equity               
Ordinary share, no par value, unlimited shares authorized, 27,037,302 and 30,844,642 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively   (96,349)   133,719    20,753 
Shares to be issued   200,100    -    - 
Statutory reserves   18,352    28,824    4,473 
Retained earnings   322,610    549,643    85,303 
Accumulated other comprehensive income   14,802    15,627    2,425 
Total shareholder’s equity   459,515    727,813    112,954 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   811,837    1,001,236    155,389 

 

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   For nine months ended 
   September 30,   September 30,   September 30, 
   2020   2021   2021 
   RMB   RMB   US$ 
Live streaming - consumable virtual items revenue   743,882    1,133,248    175,877 
Live streaming - time based virtual items revenue   20,431    25,527    3,962 
Technical services   3,491    12,416    1,927 
Total revenues   767,804    1,171,191    181,766 
Cost of revenues   (585,379)   (938,797)   (145,699)
Gross profit   182,425    232,394    36,067 
Operating expenses               
Sales and marketing expenses   (3,739)   (3,746)   (581)
General and administrative expenses   (19,739)   (38,606)   (5,992)
Recovery (provision) for doubtful accounts   2,746    (3,405)   (528)
Research and development expenses   (20,770)   (39,793)   (6,176)
Total operating expenses   (41,502)   (85,550)   (13,277)
Income from operations   140,923    146,844    22,790 
Interest income   2,154    1,882    293 
Other income (expenses), net   (4,778)   (84)   (13)
Foreign exchange (loss) gain, net   983    (34)   (5)
Change in fair value of contingent consideration   87,648    45,463    7,056 
Change in fair value of warrants liability   
-
    21,830    3,388 
Change in fair value of investment in marketable security   
-
    27,648    4,291 
Income before income taxes   226,930    243,549    37,800 
Income tax benefit (expenses)   (6,465)   (6,044)   (938)
Net income   220,465    237,505    36,862 
Other comprehensive income - foreign currency translation adjustment   5,282    825    128 
Comprehensive income attributable to the Company’s shareholders   225,747    238,330    36,990 
Weighted average number of shares:               
Basic and diluted   21,746,691    30,728,931    30,728,931 
Earnings per share:               
Basic and diluted   10.14    7.73    1.20 

 

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Reconciliations of Non-GAAP Results

 

(All amounts in thousands, except share and per share data or otherwise stated)

 

   For the nine months ended 
   September 30,   September 30,   September 30, 
   2020   2021   2021 
   RMB   RMB   US$ 
Net income   220,465    237,505    36,862 
Less:               
Change in fair value of contingent consideration   87,648    45,463    7,056 
Change in fair value of warrants liability   
-
    21,830    3,388 
Share based compensation   
-
    (12,367)   (1,919)
Adjusted net income*   132,817    182,579    28,337 
                
Adjusted net income per ordinary share               
Basic and diluted   6.11    5.94    0.92 

 

Adjusted net income” is defined as net income excluding change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. For more information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end of this press release.

 

 

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