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 July 2024
Commission
File Number: 001-38527
Uxin
Limited
21/F,
Donghuang Building,
No.
16 Guangshun South Avenue
Chaoyang
District,
Beijing 100102
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.
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.
| |
UXIN
LIMITED |
| |
|
| |
By: |
/s/
Feng Lin |
| |
Name: |
Feng
Lin |
| |
Title: |
Chief
Financial Officer |
Date:
July 31, 2024
Exhibit
Index
Exhibit 99.1—Press Release
Exhibit
99.1
Uxin
Reports Unaudited Fourth Quarter and Fiscal Year 2024 Financial Results
BEIJING,
July 31, 2024 – Uxin Limited (“Uxin” or the “Company”) (Nasdaq: UXIN), China’s leading used car retailer,
today announced its unaudited financial results for the fourth quarter and fiscal year ended March 31, 2024.
Dear
Shareholders,
First
and foremost, on behalf of Uxin, I would like to extend our heartfelt gratitude for your unwavering support and trust. It is my pleasure
to share with you the remarkable business progress we have made over the past fiscal year, as well as our strategic outlook for the future
through this shareholder letter.
The
current economic landscape in China is entering a new phase of development, bringing numerous challenges to various industries, including
the used car sector. Notably, the competitive pricing strategies initiated by car manufacturers early last year have severely disrupted
the price structure of the used car market, leading to a substantial decline in profitability across the industry.
However,
we are pleased to see opportunities amidst these challenges. Over the past year, China’s used car market has continued its rapid
growth trajectory, with national used car transactions surpassing 18 million units in 2023, reflecting a near 15% year-over-year increase.
The government’s series of favorable policies to encourage the development of the used car industry, coupled with substantial incentives
for trading in old cars for new ones, have spurred consumption growth in the sector. In an increasingly complex and dynamic operating
environment, resources are beginning to concentrate towards leading used car dealers, providing long-term sustainable growth and profitability
opportunities for companies that excel in scale, branding, and efficiency.
Uxin’s
unique business model, characterized by our flagship used car superstores, has demonstrated strong competitive advantages across various
dimensions, becoming increasingly prominent in the cities where our superstores are located. In the four quarters of fiscal year 2024,
our retail sales continued to grow, with a total of 10,179 units sold throughout the year. From January to March 2024, even during the
traditional slow season of the Spring Festival, we achieved retail sales of 3,124 units, a 38% increase compared to the same period last
year. Our superstores have become the leading brand in their respective regions, with a Net Promoter Score (NPS) consistently around
60 points for 10 consecutive quarters, the highest level in the industry, and a regional market share of 10% and growing. Our overall
vehicle inventory turnover days are around 30 days, and our standardized, streamlined, and digitalized operating system has matured over
the past year, significantly surpassing the industry average in operational capability and efficiency.
Reflecting
on the past year, we have made substantial progress in numerous areas of our business, positioning us well for scalable profitability.
I will highlight three key achievements:
First,
our branding and sales capabilities have generated a positive flywheel effect, further enhancing sales efficiency. By connecting with
customers through superior products and services, we have built a stronger network effect in regional markets as customer trust and reputation
have grown, further boosting sales conversion rates. As a result, our in-store customer conversion rate has reached approximately 40%.
Despite intense industry competition, our retail vehicle inventory turnover rate has improved by over 60% compared to the previous fiscal
year, allowing us to achieve higher retail sales with the same inventory size.
Uxin’s
decade-long industry experience has greatly empowered our sales capabilities through digitalization. Our AI pricing model dynamically
monitors six hundred thousands of used car data points across the internet, creating competitive models based on factors such as a car’s
model, age, condition, and mileage. This system, combined with customer viewing records and offline test drives, can generate purchase
and sale prices and adjust them promptly to ensure Uxin’s vehicles remain highly competitive in the market. During the new car
price cuts, our pricing system responded quickly to adjust the acquisition and selling prices of similar models to accelerate the sales
of impacted inventories. By adjusting our prices faster, we can accelerate vehicle sales, mitigate the effects of new car price reductions,
and transition into the next regular sales cycle sooner.
Second,
while increasing sales volume, we have also boosted our gross profit per vehicle. Our gross profit margin has risen from 1.2% in fiscal
year 2023 to 5.9% in fiscal year 2024. In the used car industry, prices typically decrease as inventory ages. Therefore, by accelerating
our sales turnover, we have naturally enhanced our gross profit per vehicle.
Meanwhile,
leveraging our one-stop shopping experience at offline superstores and reconditioning factories, we have continuously expanded our high-margin
value-added services. These include financing services, insurance, extended warranties, premium accessories, and maintenance. Over the
past year, the penetration rate of these value-added services has rapidly increased, boosting our gross profit margin.
Additionally,
our per-vehicle reconditioning costs have significantly decreased. Uxin’s transparent factory is now fully operational, with vehicles
taking an average of only three days to move from warehousing to sales, allowing for faster sales entry. Through bulk procurement of
parts, SMART repairs, and the application of 3D printing technology, our reconditioning cost per vehicle in fiscal year 2024 has decreased
by 50% compared to the previous fiscal year.
Third,
we have continued to reduce costs, improve efficiency, and optimize our operating expenses. Adjusted EBITDA1 for fiscal
year 2024 was a loss of RMB176 million, representing a nearly 40% reduction in losses compared to fiscal year 2023. This year, we implemented
a series of cost-reduction and efficiency-enhancement measures. Looking forward, we expect fixed costs and expenses in fiscal year 2025
to be reduced by over RMB100 million compared to fiscal year 2024, driving faster overall Adjusted EBITDA profitability at the company
level.
Take
marketing as an example, we have developed a highly cost-effective customer acquisition strategy, reducing advertising and promotion
expenses by more than 50% compared to last year. Leveraging our large venues, we actively explored community-integrated marketing strategies
by organizing events such as sports meetings, anime conventions, job fairs, and vehicle test drives etc. These activities increased our
regional market exposure, generating substantial organic traffic and significantly lowering customer acquisition costs.
In
the past year, our offline superstore model has proven successful, placing Uxin on a rapid growth trajectory. Looking ahead to the new
fiscal year, we have set three primary business objectives, aligning with our current development plan.
First,
we aim to significantly increase sales volume, projecting a year-over-year retail sales growth of 150% for fiscal year 2025. We are confident
in maintaining our current sales efficiency and will gradually ramp up inventory, expecting inventory levels to increase 2-3 times compared
to the beginning of the fiscal year. This will drive continuous retail sales growth in the coming quarters, ensuring the achievement
of our sales targets for the new fiscal year.
Second,
we plan to achieve company-wide profitability at scale. Our goal is to achieve positive Adjusted EBITDA for the entire company in the
quarter between October and December 2024. With new car prices stabilizing, the profitability of used cars is beginning to recover, and
our inventory scales and sales continue to climb. We are confident in meeting this profitability target.
Third,
we will finalize the location selection and operational preparations for 2-3 new superstores, enhancing our integrated online and offline
superstore network. Recently, we announced a strategic partnership with the Zhengzhou Airport District government, with a joint investment
of RMB170 million to establish a new Uxin used car superstore in Zhengzhou city. As a transportation hub in central China and one of
the most active cities for used car transactions, Zhengzhou boasts a population of over 13 million and a car ownership of 5 million,
making it an ideal location for operating a large-scale used car superstore. Besides Zhengzhou, we are also advancing implementation
plans in several other cities, which will drive Uxin’s national expansion and business growth in the coming years.
Everything
is in place for us to achieve our goals. We have confidence in the competitive advantage of Uxin’s superstore model and the momentum
driving our business growth. We remain dedicated to leading the transformation and upgrading of China’s used car industry with
a steadfast commitment to customer-centric value creation. Once again, we sincerely thank you for your continued trust and support. We
look forward to achieving new breakthroughs together in the coming fiscal year.
Kun
Dai
Chairman
and Chief Executive Officer of Uxin
1
This is a non-GAAP measure. We believe non-GAAP measures help investors and users of our financial information understand the effect
of adjusting items on our selected reported results and provide alternate measurements of our performance, both in the current period
and across periods. See our Financial Supplement, filed as Exhibit 99.1 to our Current Report on Form 6-K on July 31, 2024 with the SEC,
“Unaudited Reconciliations of GAAP And Non-GAAP Results” for a reconciliation and additional information on non-GAAP measures.
Highlights
for the Quarter Ended March 31, 2024
| ● |
Transaction
volume was 4,058 units for the three months ended March 31, 2024, a decrease of 6.8% from 4,354 units in the last quarter and
an increase of 12.5% from 3,607 units in the same period last year. |
| ● |
Retail
transaction volume was 3,124 units, an increase of 1.4% from 3,081 units in the last quarter and an increase of 38.3% from 2,259
units in the same period last year. |
| ● |
Total
revenues were RMB319.2 million (US$44.2 million) for the three months ended March 31, 2024, a decrease of 22.3% from RMB410.5
million in the last quarter and a decrease of 7.2% from RMB343.8 million in the same period last year. |
| ● |
Gross
margin was 6.6% for the three months ended March 31, 2024, compared with 4.8% in the last quarter and 2.3% in the same period
last year. |
| ● |
Loss
from operations was RMB109.8 million (US$15.2 million) for the three months ended March 31, 2024, compared with RMB73.1 million
in the last quarter and RMB57.4 million in the same period last year. |
| ● |
Non-GAAP
adjusted EBITDA was a loss of RMB39.7 million (US$5.5 million), compared with a loss of RMB43.8 million in the last quarter and
a loss of RMB40.8 million in the same period last year. |
Highlights
for the Fiscal Year Ended March 31, 2024
| ● |
Transaction
volume was 15,550 units for the fiscal year ended March 31, 2024, a decrease of 22.4% from 20,029 units in the prior fiscal year. |
| ● |
Retail
transaction volume was 10,179 units for the fiscal year ended March 31, 2024, a decrease of 4.9% from 10,703 units in the prior
fiscal year. |
| ● |
Total
revenues were RMB1,374.7 million (US$190.4 million) for the fiscal year ended March 31, 2024, a decrease of 33.2% from RMB2,059.2
million in the prior fiscal year. |
| ● |
Gross
margin was 5.9% for the fiscal year ended March 31, 2024, compared with 1.2% in the prior fiscal year. |
| ● |
Loss
from operations was RMB312.5 million (US$43.3 million) for the fiscal year ended March 31, 2024, compared with RMB356.9 million
in the prior fiscal year. |
| ● |
Non-GAAP
adjusted EBITDA was a loss of RMB176.1 million (US$24.4 million) for the fiscal year ended March 31, 2024, compared with RMB280.3
million in the prior fiscal year. |
Mr.
Feng Lin, Chief Financial Officer of Uxin, stated, “Despite the traditional slow season for used car sales in China due to the
Chinese New Year holiday, we continued to deliver solid results in the quarter, with retail transaction volume reaching 3,124 units,
representing a 38% year-over-year increase. Additionally, the improvement in vehicle turnover and the increased penetration of value-added
services significantly enhanced our profitability. As a result, our gross profit margin in the quarter was 6.6%, an improvement of 1.8
percentage points from the previous quarter.”
Mr.
Lin added, “For the full fiscal year of 2024, we achieved a retail transaction volume of 10,179 units, and narrowed our Adjusted
EBITDA loss by RMB104 million compared to the previous fiscal year to RMB176 million. We have started to expand our inventory levels,
and we expect retail sales to continue growing in the coming quarters. Looking ahead to fiscal year 2025, we anticipate a year-over-year
retail transaction volume growth by 150% with a further reduction in fixed costs by over RMB100 million year-over-year. We are fully
committed to achieving company-wide Adjusted EBITDA profitability starting from the third quarter of the fiscal year.”
Financial
Results for the Quarter Ended March 31, 2024
Total
revenues were RMB319.2 million (US$44.2 million) for the three months ended March 31, 2024, a decrease of 22.3% from RMB410.5 million
in the last quarter and a decrease of 7.2% from RMB343.8 million in the same period last year. The quarter-over-quarter decreases were
mainly due to the decline of wholesale transaction volume as well as the decrease in vehicle average selling price. The year-over-year
decreases were mainly due to the decline of wholesale vehicle sales revenue.
Retail
vehicle sales revenue was RMB269.4 million (US$37.3 million) for the three months ended March 31, 2024, representing a
decrease of 15.6% from RMB319.2 million in the last quarter and an increase of 2.2% from RMB263.7 million in the same period last
year. For the three months ended March 31, 2024, retail transaction volume was 3,124 units, an increase of 1.4% from 3,081 units
last quarter and an increase of 38.3% from 2,259 units in the same period last year. The Chinese New Year was on February 9, 2024,
which is the traditional used car off-season. However, the quarter-over-quarter retail transaction volume maintained stable. The
quarter-over-quarter decrease in retail vehicle sales was mainly due to the decline of retail average selling price. The
year-over-year increase was mainly due to the retail transaction volume increase by 38.3% while partially offset by the decline of
retail average selling price.
Wholesale
vehicle sales revenue was RMB39.7 million (US$5.5 million) for the three months ended March 31, 2024, compared with RMB82.2 million
in the last quarter and RMB73.6 million in the same period last year. For the three months ended March 31, 2024, wholesale transaction
volume was 934 units, representing a decrease of 26.6% from 1,273 units last quarter and a decrease of 30.7% from 1,348 units in the
same period last year. Wholesale vehicle sales refer to vehicles purchased by the Company from individuals that do not meet the Company’s
retail standards and are subsequently sold through online and offline channels. The quarter-over-quarter decreases in wholesale vehicle
sales were mainly due to the decline of wholesale vehicle sales volume during the traditional used car off-season. In addition, as the
Company continued to improve its inventory capacity and reconditioning capabilities, an increased number of acquired vehicles were reconditioned
to meet the Company’s retail standards, rather than being sold through wholesale channels. As a result, the year-over-year wholesale
vehicle sales revenue decreased.
Other
revenue was RMB10.1 million (US$1.4 million) for the three months ended March 31, 2024, compared with RMB9.1 million in the last
quarter and RMB6.5 million in the same period last year. The year-over-year increase was mainly due to an increase in the value-added
services such as revenue from sales of vehicle accessories and revenue from vehicle repair services.
Cost
of revenues was RMB298.1 million (US$41.3 million) for the three months ended March 31, 2024, compared with RMB390.6 million in the
last quarter and RMB336.0 million in the same period last year.
Gross
margin was 6.6% for the three months ended March 31, 2024, compared with 4.8% in the last quarter and 2.3% in the same period last
year. The quarter-over-quarter increase in gross margin was mainly due to the Company’s capacity to respond to market fluctuations
enhanced and the Company’s pricing adjustments became more prompt. The year-over-year increase in gross margin was mainly due to
the acceleration of the inventory turnover rate and the improvement of pricing and sales capabilities.
Total
operating expenses were RMB131.8 million (US$18.3 million) for the three months ended March 31, 2024. Total operating expenses excluding
the impact of share-based compensation were RMB91.4 million.
| ● |
Sales
and marketing expenses were RMB50.8 million (US$7.0 million) for the three months ended March 31, 2024, a decrease of 10.4%
from RMB56.7 million in the last quarter and a decrease of 3.0% from RMB52.4 million in the same period last year. |
| |
|
| ● |
General
and administrative expenses were RMB75.3 million (US$10.4 million) for the three months ended March 31, 2024, representing
an increase of 122.7% from RMB33.8 million in the last quarter and an increase of 96.7% from RMB38.3 million in the same period last
year. The increase was mainly due to an increase in shared-based compensation for personnel performing general and administrative
functions, including the share-based compensation expense of US$4.0 million (equivalent to RMB28.7 million) resulting from the issuance
of the senior convertible preferred shares to Xin Gao Group Limited (“Xin Gao”), which is controlled by Mr. Kun Dai,
the Chairman of the Board of Directors and Chief Executive Officer of the Company. |
| |
|
| ● |
Research
and development expenses were RMB6.0 million (US$0.8 million) for the three months ended March 31, 2024, representing a decrease
of 37.9% from RMB9.7 million in the last quarter and a decrease of 35.4% from RMB9.3 million in the same period last year. The decrease
was mainly due to a decrease of the salaries and benefits expenses of employees engaged in research and development. |
Other
operating income, net was a gain of RMB0.9 million (US$0.1 million) for the three months ended March 31, 2024, compared with a gain
of RMB6.9 million in the last quarter. The decrease was mainly due to the reduction in liability waiver gain, which was recognized as
the Company fulfilled its payment conditions under the operating payable waiver agreements the Company had entered into with several
suppliers.
Loss
from operations was RMB109.8 million (US$15.2 million) for the three months ended March 31, 2024, compared with RMB73.1 million in
the last quarter and RMB57.4 million in the same period last year.
Interest
expenses were RMB24.0 million (US$3.3 million) for the three months ended March 31, 2024, representing a decrease of 7.1% from RMB25.8
million in the last quarter and an increase of 322.3% from RMB5.7 million in the same period last year. The year-over-year increase was
mainly due to the interest expenses on finance lease liabilities relating to the lease of Hefei Superstore in September 2023.
Fair
value impact of the issuance of senior convertible preferred shares was nil for the three months ended March 31, 2024, compared with
a gain of RMB20.1 million in the last quarter.
Net
loss from operations was net loss of RMB142.7 million (US$19.8 million) for the three months ended March 31, 2024, compared with
net loss of RMB78.1 million in the last quarter and net loss of RMB79.8 million in the same
period last year.
Non-GAAP
adjusted EBITDA was a loss of RMB39.7 million (US$5.5 million) for the three months ended March 31, 2024, compared with a loss of
RMB43.8 million in the last quarter and a loss of RMB40.8 million in the same period last year.
In
order to cope with the intensified competition within the industry and the challenging external conditions, following the Spring Festival,
the Company executed a series of initiatives to realign its organizational structure to better meet the development needs of its superstores
and to further reduce company-wide costs and expenses. The Company defines Adjusted EBITDA as EBITDA excluding the severance payment
and other realignment related charges recorded in general and administrative expenses and other operating income, net relating to the
aforementioned structure realignment.
Financial
Results for the Fiscal Year Ended March 31, 2024
Total
revenues were RMB1,374.7 million (US$190.4 million) for the fiscal year ended March 31, 2024, a decrease of 33.2% from RMB2,059.2
million in the prior fiscal year. The decreases were driven by the decrease of wholesale vehicle sales revenue, mainly due to a decline
in wholesale transaction volume, and the decrease of retail vehicle sales revenue, mainly due to a decline in retail average selling
price.
Retail
vehicle sales revenue was RMB1,024.4 million (US$141.9 million) for the fiscal year ended March 31, 2024, representing a decrease
of 22.0% from RMB1,312.9 million in the prior fiscal year. For the fiscal year ended March 31, 2024, retail transaction volume was 10,179
units, a decrease of 4.9% from 10,703 units in the prior fiscal year. The decrease in retail vehicle sales revenue was mainly due to
a decline in retail average selling price by 18.0% year-over-year. Besides, the decrease in retail vehicle sales revenue was also driven
by a decline in retail transaction volume. The decrease in retail transaction volume was mainly related to the lower inventory level.
The Company has maintained a prudent inventory procurement strategy and keeps a low inventory level as compared with the same period
last year, which constrained retail sales growth.
Wholesale
vehicle sales revenue was RMB315.9 million (US$43.8 million) for the fiscal year ended March 31, 2024, compared with RMB707.4
million in the prior fiscal year. For the fiscal year ended March 31, 2024, wholesale transaction volume was 5,371 units, representing
a decrease of 42.4% from 9,326 units in the prior fiscal year. Wholesale vehicle sales refer to vehicles purchased by the Company from
individuals that do not meet the Company’s retail standards and are subsequently sold through online and offline channels. As the
Company is focusing on creating value for its customers through retail transactions and continuing to improve its inventory capacity
and reconditioning capabilities, the wholesale transaction volume decreased accordingly. The Company expects that its wholesale transaction
volume will gradually represent a lower portion of the Company’s total transaction volume.
Other
revenue was RMB34.4 million (US$4.7 million) for the fiscal year ended March 31, 2024, compared with RMB38.9 million in the prior
fiscal year. The decrease was mainly due to a decrease in the Company’s value-added services such as rebate received from certain
financing partners for referring them to the Company’s retail customers with financing needs, a decrease in revenue from sales
of vehicle accessories and a decrease in revenue from vehicle repair services.
Cost
of revenues was RMB1,294.2 million (US$179.2 million) for the fiscal year ended March 31, 2024, compared with RMB2,033.8 million
in the prior fiscal year. The decrease was mainly due to a decrease in cost for acquiring used vehicles as a result of the Company’s
prudent inventory procurement strategy implemented.
Gross
margin was 5.9% for the fiscal year ended March 31, 2024, compared with 1.2% in the prior fiscal year. The increase was mainly due
to the acceleration of the inventory turnover rate, the improvement of pricing and sales capabilities, the increase of the Company’s
value-added services penetration rate and the decrease of the Company’s per-vehicle reconditioning costs.
Total
operating expenses were RMB411.1 million (US$56.9 million) for the fiscal year ended March 31, 2024. Total operating expenses excluding
the impact of share-based compensation were RMB335.3 million.
| ● | Sales
and marketing expenses were RMB202.5 million (US$28.0 million) for the fiscal year
ended March 31, 2024, representing a decrease of 14.3% from RMB236.3 million in the prior
fiscal year. The decrease was mainly due to the decrease in marketing expenses driven by
the adoption of more cost-effective promotion measures and the decrease of outbound logistic
expenses, partially offset by the increase in right-of-use assets depreciation expenses as
a result of relocation to the Company’s Hefei Superstore. |
| ● |
General
and administrative expenses were RMB177.4 million (US$24.6 million) for the fiscal year ended March 31, 2024, representing
an increase of 7.8% from RMB164.5 million in the prior fiscal year. The increase was mainly due to an increase in shared-based compensation
for personnel performing general and administrative functions, including the share-based compensation expense of US$4.0 million (equivalent
to RMB28.7 million) resulting from the issuance of the senior convertible preferred shares to Xin Gao, which is controlled by Mr.
Kun Dai, the Chairman of the Board of Directors and Chief Executive Officer of the Company. |
| |
|
| ● |
Research
and development expenses were RMB33.8 million (US$4.7 million) for the fiscal year ended March 31, 2024, representing a decrease
of 10.3% from RMB37.7 million in the prior fiscal year. The decrease was mainly due to a decrease of the salaries and benefits expenses
of employees engaged in research and development. |
Other
operating income, net was RMB18.0 million (US$2.5 million) for the fiscal year ended March 31, 2024, compared with RMB70.0 million
in the prior fiscal year.
Loss
from operations was RMB312.5 million (US$43.3 million) for the fiscal year ended March 31, 2024, compared with RMB356.9 million in
the prior fiscal year.
Interest
expenses were RMB62.6 million (US$8.7 million) for the fiscal year ended March 31, 2024, representing an increase of 194.7% from
RMB21.2 million in the prior fiscal year.
Fair
value impact of the issuance of senior convertible preferred shares resulted in a loss of RMB11.8 million (US$1.6 million) for the
fiscal year ended March 31, 2024, compared with a gain of RMB242.7 million in the prior fiscal
year. The impact was mainly due to the fair value change of the warrants issued in relation to the senior convertible preferred
shares during the period. The warrants to purchase 261,810,806 senior convertible preferred shares held by Alpha were terminated in December
2023. The fair value impact was a non-cash gain.
Net
loss from operations was net loss of RMB369.5 million (US$51.2 million) for the fiscal year ended March 31, 2024, compared with net
loss of RMB137.2 million in the prior fiscal year.
Non-GAAP
adjusted EBITDA was a loss of RMB176.1 million (US$24.4 million) for the fiscal year ended March 31, 2024, compared with a loss of
RMB280.3 million in the prior fiscal year.
Liquidity
As
of March 31, 2024, the Company had cash and cash equivalents of RMB23.3 million, compared to RMB92.7 million as of March 31, 2023.
The
Company has incurred accumulated and recurring losses from operations, and cash outflows from operating activities. In addition, the
Company’s current liabilities exceeded its current assets by approximately RMB658.8 million as of March 31, 2024.
The
Company’s ability to continue as a going concern is dependent on management’s ability to increase sales, achieve higher gross
profit margin and control operating costs and expenses to reduce the cash that will be used in operating cash flows, and to enter into
financing arrangements, including but not limited to renewal of the existing borrowings and obtaining new debt and equity financings.
There is uncertainty regarding the implementation of these business and financing plans, which raises substantial doubt about the Company’s
ability to continue as a going concern. The accompanying unaudited financial information does not include any adjustment that is reflective
of these uncertainties.
Recent
Development
On
July 8, 2024, the Company, through its wholly-owned subsidiary Uxin (Anhui) Industrial Investment Co., Ltd., or Uxin Anhui, entered into
an equity investment agreement with Zhengzhou Airport Automobile Industry Co., Ltd., or Zhengzhou Airport Industry, to establish a subsidiary
of the Company, Uxin (Zhengzhou) Intelligent Remanufacturing Co., Ltd., or Uxin Zhengzhou, in Zhengzhou. Uxin Anhui will contribute RMB120.0
million and Zhengzhou Airport Industry will contribute RMB50.0 million, representing approximately 70% and 30% of Uxin Zhengzhou’s
total registered capital, respectively.
Uxin
Zhengzhou aims to support Uxin’s plan to establish a new used car super store in Zhengzhou. This initiative is a key collaboration
between Uxin and Zhengzhou Airport Industry to promote the development of the automotive aftermarket industry in the Henan Province and
to build a leading brand in China’s used car industry.
Business
Outlook
For
the three months ended June 30, 2024, the Company expects its retail transaction volume to be around 4,000 units and wholesale transaction
volume to be around 1,500 units. The Company estimates that its total revenues including retail vehicle sales revenue, wholesale vehicle
sales revenue and value-add-services revenue to be within the range of RMB390 million to RMB410 million. The Company expects its gross
profit margin to remain stable. These forecasts reflect the Company’s current and preliminary views on the market and operational
conditions, which are subject to changes.
Conference
Call
Uxin’s
management team will host a conference call on Wednesday, July 31, 2024, at 8:00 A.M. U.S. Eastern Time (8:00 P.M. Beijing/Hong Kong
time on the same day) to discuss the financial results. In advance of the conference call, all participants must use the following link
to complete the online registration process. Upon registering, each participant will receive access details for this conference including
an event passcode, a unique access PIN, dial-in numbers, and an e-mail with detailed instructions to join the conference call.
Conference
Call Preregistration：https://dpregister.com/sreg/10191411/fd2f7ea0a4
A
telephone replay of the call will be available after the conclusion of the conference call until August 7, 2024. The dial-in details
for the replay are as follows:
| U.S.: |
+1
877 344 7529 |
|
| International:
|
+1
412 317 0088 |
|
| Replay
PIN: |
2653168 |
|
A
live webcast and archive of the conference call will be available on the Investor Relations section of Uxin’s website at http://ir.xin.com.
About
Uxin
Uxin
is China’s leading used car retailer, pioneering industry transformation with advanced production, new retail experiences, and
digital empowerment. We offer high-quality and value-for-money vehicles as well as superior after-sales services through a reliable,
one-stop, and hassle-free transaction experience. Under our omni-channel strategy, we are able to leverage our pioneering online platform
to serve customers nationwide and establish market leadership in selected regions through offline inspection and reconditioning centers.
Leveraging our extensive industry data and continuous technology innovation throughout more than ten years of operation, we have established
strong used car management and operation capabilities. We are committed to upholding our customer-centric approach and driving the healthy
development of the used car industry.
Use
of Non-GAAP Financial Measures
In
evaluating the business, the Company considers and uses certain non-GAAP measures, including Adjusted EBITDA and adjusted net loss from
operations per share – basic and diluted, as supplemental measures to review and assess its operating performance. The presentation
of the non-GAAP financial measure 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 defines Adjusted EBITDA as EBITDA excluding share-based compensation, fair value
impact of the issuance of senior convertible preferred shares, foreign exchange losses, other income/(expenses), dividend from long-term
investment, structure realignment cost which was mainly severance cost, equity in loss of affiliates and dividend from affiliates. The
Company defines adjusted net loss attributable to ordinary shareholders per share – basic and diluted as net loss attributable
to ordinary shareholders per share excluding impact of share-based compensation, fair value impact of the issuance of senior convertible
preferred shares, deemed dividend to preferred shareholders due to triggering of a down round feature and accretion on redeemable non-controlling
interests. The Company presents the non-GAAP financial measures because they are used by the management to evaluate the operating performance
and formulate business plans. The Company also believes that the use of the non-GAAP measures facilitate investors’ assessment
of its operating performance as this measure excludes certain finance or non-cash items that the Company does not believe directly reflect
its core operations. The Company believe that excluding these items enables us to evaluate our performance period-over-period more effectively
and relative to our competitors.
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. One of the key limitations of using Adjusted EBITDA is that it does not reflect all items
of income and expenses that affect the Company’s operations. Share-based compensation, fair value impact of the issuance of senior
convertible preferred shares, other income/(expenses) and dividend from long-term investment have been and may continue to be incurred
in the business. 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 measure to the nearest U.S. GAAP performance measure,
all of which should be considered when evaluating the Company’s performance. The Company encourages you to review its financial
information in its entirety and not rely on a single financial measure.
Reconciliations
of Uxin’s non-GAAP financial measures to the most comparable U.S. GAAP measure are included at the end of this press release.
Exchange
Rate Information
This
announcement contains translations of certain RMB amounts into U.S. dollars (“US$”) at specified rates solely for the convenience
of the reader, except for those transaction amounts that were actually settled in U.S. dollars. Unless otherwise stated, all translations
from RMB to US$ were made at the rate of RMB7.2203 to US$1.00, representing the index rate as of March 29, 2024 set forth in the H.10
statistical release of the Board of Governors of the Federal Reserve System. The Company makes no representation that the RMB or US$
amounts referred could be converted into US$ 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 United
States 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,
as well as Uxin’s strategic and operational plans, contain forward-looking statements. Uxin may also make written or oral forward-looking
statements in its periodic reports to 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 Uxin’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: impact of the COVID-19 pandemic, Uxin’s goal and strategies; its expansion plans; its
future business development, financial condition and results of operations; Uxin’s expectations regarding demand for, and market
acceptance of, its services; its ability to provide differentiated and superior customer experience, maintain and enhance customer trust
in its platform, and assess and mitigate various risks, including credit; its expectations regarding maintaining and expanding its relationships
with business partners, including financing partners; trends and competition in China’s used car e-commerce industry; the laws
and regulations relating to Uxin’s industry; the general economic and business conditions; and assumptions underlying or related
to any of the foregoing. Further information regarding these and other risks is included in Uxin’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 Uxin does not undertake any obligation
to update any forward-looking statement, except as required under applicable law.
For
investor and media enquiries, please contact:
Uxin
Limited Investor Relations
Uxin
Limited
Phone:
+86 10 5691-6765
Email:
ir@xin.com
The
Blueshirt Group
Mr.
Jack Wang
Phone:
+86 166-0115-0429
Email:
Jack@blueshirtgroup.com
Uxin
Limited
Unaudited
Consolidated Statements of Comprehensive Loss
(In
thousands except for number of shares and per share data)
| | |
For the three months ended March 31, | | |
For the twelve months ended March 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| Revenues | |
| | |
| | |
| | |
| | |
| | |
| |
| Retail vehicle sales | |
| 263,695 | | |
| 269,421 | | |
| 37,314 | | |
| 1,312,857 | | |
| 1,024,401 | | |
| 141,878 | |
| Wholesale vehicle sales | |
| 73,557 | | |
| 39,722 | | |
| 5,501 | | |
| 707,385 | | |
| 315,909 | | |
| 43,753 | |
| Others | |
| 6,534 | | |
| 10,008 | | |
| 1,386 | | |
| 38,999 | | |
| 34,419 | | |
| 4,767 | |
| Total revenues | |
| 343,786 | | |
| 319,151 | | |
| 44,201 | | |
| 2,059,241 | | |
| 1,374,729 | | |
| 190,398 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues | |
| (335,984 | ) | |
| (298,109 | ) | |
| (41,288 | ) | |
| (2,033,797 | ) | |
| (1,294,161 | ) | |
| (179,239 | ) |
| Gross profit | |
| 7,802 | | |
| 21,042 | | |
| 2,913 | | |
| 25,444 | | |
| 80,568 | | |
| 11,159 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales and marketing | |
| (52,392 | ) | |
| (50,815 | ) | |
| (7,038 | ) | |
| (236,307 | ) | |
| (202,493 | ) | |
| (28,045 | ) |
| General and administrative | |
| (38,308 | ) | |
| (75,336 | ) | |
| (10,434 | ) | |
| (164,505 | ) | |
| (177,386 | ) | |
| (24,568 | ) |
| Research and development | |
| (9,329 | ) | |
| (6,027 | ) | |
| (835 | ) | |
| (37,704 | ) | |
| (33,820 | ) | |
| (4,684 | ) |
| (Provision for)/reversal of credit losses, net | |
| (13,084 | ) | |
| 359 | | |
| 50 | | |
| (13,844 | ) | |
| 2,631 | | |
| 364 | |
| Total operating expenses | |
| (113,113 | ) | |
| (131,819 | ) | |
| (18,257 | ) | |
| (452,360 | ) | |
| (411,068 | ) | |
| (56,933 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Other operating income, net | |
| 47,907 | | |
| 935 | | |
| 129 | | |
| 69,990 | | |
| 18,001 | | |
| 2,493 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (57,404 | ) | |
| (109,842 | ) | |
| (15,215 | ) | |
| (356,926 | ) | |
| (312,499 | ) | |
| (43,281 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 146 | | |
| 8 | | |
| 1 | | |
| 603 | | |
| 169 | | |
| 23 | |
| Interest expenses | |
| (5,676 | ) | |
| (23,970 | ) | |
| (3,320 | ) | |
| (21,243 | ) | |
| (62,598 | ) | |
| (8,670 | ) |
| Other income | |
| 907 | | |
| 622 | | |
| 86 | | |
| 17,088 | | |
| 15,870 | | |
| 2,198 | |
| Other expenses | |
| (18,317 | ) | |
| (4,086 | ) | |
| (566 | ) | |
| (24,153 | ) | |
| (5,941 | ) | |
| (823 | ) |
| Losses from extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| (2,778 | ) | |
| - | | |
| - | |
| Foreign exchange gains/(losses) | |
| 122 | | |
| 511 | | |
| 71 | | |
| (2,457 | ) | |
| 1,525 | | |
| 211 | |
| Fair value impact of the issuance of senior convertible preferred shares | |
| 507 | | |
| - | | |
| - | | |
| 242,733 | | |
| (11,776 | ) | |
| (1,631 | ) |
| Loss before income tax expense | |
| (79,715 | ) | |
| (136,757 | ) | |
| (18,943 | ) | |
| (147,133 | ) | |
| (375,250 | ) | |
| (51,973 | ) |
| Income tax expense | |
| (81 | ) | |
| (12 | ) | |
| (2 | ) | |
| (366 | ) | |
| (311 | ) | |
| (43 | ) |
| Dividend from long-term investment | |
| - | | |
| - | | |
| - | | |
| 10,374 | | |
| 11,970 | | |
| 1,658 | |
| Equity in loss of affiliates and dividend from affiliate, net of tax | |
| - | | |
| (5,951 | ) | |
| (824 | ) | |
| (44 | ) | |
| (5,951 | ) | |
| (824 | ) |
| Net loss, net of tax | |
| (79,796 | ) | |
| (142,720 | ) | |
| (19,769 | ) | |
| (137,169 | ) | |
| (369,542 | ) | |
| (51,182 | ) |
| Add: net loss/(profit) attribute to redeemable non-controlling interests and non-controlling interests shareholders | |
| 9 | | |
| (1,629 | ) | |
| (226 | ) | |
| 12 | | |
| (2,845 | ) | |
| (394 | ) |
| Net loss attributable to UXIN LIMITED | |
| (79,787 | ) | |
| (144,349 | ) | |
| (19,995 | ) | |
| (137,157 | ) | |
| (372,387 | ) | |
| (51,576 | ) |
| Deemed dividend to preferred shareholders due to triggering of a down round feature (i) | |
| - | | |
| (1,781,454 | ) | |
| (246,729 | ) | |
| (755,635 | ) | |
| (2,060,254 | ) | |
| (285,342 | ) |
| Net loss attributable to ordinary shareholders | |
| (79,787 | ) | |
| (1,925,803 | ) | |
| (266,724 | ) | |
| (892,792 | ) | |
| (2,432,641 | ) | |
| (336,918 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| (79,796 | ) | |
| (142,720 | ) | |
| (19,769 | ) | |
| (137,169 | ) | |
| (369,542 | ) | |
| (51,182 | ) |
| Foreign currency translation, net of tax nil | |
| 12,057 | | |
| 66 | | |
| 9 | | |
| (68,276 | ) | |
| 4,905 | | |
| 679 | |
| Total comprehensive loss | |
| (67,739 | ) | |
| (142,654 | ) | |
| (19,760 | ) | |
| (205,445 | ) | |
| (364,637 | ) | |
| (50,503 | ) |
| Add: net loss/(profit) attribute to redeemable non-controlling interests and non-controlling interests shareholders | |
| 9 | | |
| (1,629 | ) | |
| (226 | ) | |
| 12 | | |
| (2,845 | ) | |
| (394 | ) |
| Total comprehensive loss attributable to UXIN LIMITED | |
| (67,730 | ) | |
| (144,283 | ) | |
| (19,986 | ) | |
| (205,433 | ) | |
| (367,482 | ) | |
| (50,897 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to ordinary shareholders | |
| (79,787 | ) | |
| (1,925,803 | ) | |
| (266,724 | ) | |
| (892,792 | ) | |
| (2,432,641 | ) | |
| (336,918 | ) |
| Weighted average shares outstanding – basic | |
| 1,419,079,968 | | |
| 4,465,415,461 | | |
| 4,465,415,461 | | |
| 1,344,536,565 | | |
| 2,185,363,635 | | |
| 2,185,363,635 | |
| Weighted average shares outstanding – diluted | |
| 1,419,079,968 | | |
| 4,465,415,461 | | |
| 4,465,415,461 | | |
| 1,344,536,565 | | |
| 2,185,363,635 | | |
| 2,185,363,635 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss per share for ordinary shareholders, basic | |
| (0.06 | ) | |
| (0.43 | ) | |
| (0.06 | ) | |
| (0.66 | ) | |
| (1.11 | ) | |
| (0.15 | ) |
| Net loss per share for ordinary shareholders, diluted | |
| (0.06 | ) | |
| (0.43 | ) | |
| (0.06 | ) | |
| (0.66 | ) | |
| (1.11 | ) | |
| (0.15 | ) |
(i)
Each senior convertible preferred share shall be convertible, at any time and from time to time from and after the applicable original
issue date. The original conversion price for each senior convertible preferred share shall be US$0.3433 per Class A ordinary share for
the subscription in 2021.
The conversion price down round feature is triggered when the Company provides for a lower conversion price in subsequent convertible
preferred offerings. The provision of a lower conversion price results in the repricing of existing convertible preferred offerings to
match any such lower stated conversion rate.
At the closing of 2022 subscription in July 2022, the conversion price for each senior convertible preferred share issued were adjusted
to US$0.14 per Class A ordinary shares. In August 2023, Joy Capital exercised its warrants to purchase senior convertible preferred shares
and the Company issued senior convertible preferred shares to Joy Capital at conversion price of US$0.0457 per Class A ordinary shares.
The conversion price for each senior convertible preferred share outstanding as of the date were further adjusted to US$0.0457 per Class
A ordinary share. On March 26, 2024, the Company issued senior convertible preferred shares to Xin Gao Group Limited at conversion price
of US$0.004858 per Class A ordinary share. As a result, the conversion price for each senior convertible preferred share outstanding
as of the date was further adjusted to US$0.004858 per Class A ordinary share.
The
Company determined that, the reduction of the conversion price for senior convertible preferred shares in July 2022, August 2023 and
March 2024 triggered the down round feature operative within the then existing senior convertible preferred shares. The fair value impact
related to the reduction in the conversion price of the senior convertible preferred shares in July 2022, August 2023 and March 2024,
amounting to RMB755.6 million, RMB278.8 million and RMB1,781.5 million respectively, was recorded as a charge to accumulated deficit
and a credit to additional paid in capital in permanent equity.
* Share-based compensation charges included are as follows:
| | |
For the three months ended March 31, | | |
For the twelve months ended March
31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| Sales and marketing | |
| 408 | | |
| — | | |
| — | | |
| 1,516 | | |
| 1,444 | | |
| 200 | |
| General and administrative | |
| 9,830 | | |
| 40,388 | | |
| 5,594 | | |
| 44,088 | | |
| 72,942 | | |
| 10,102 | |
| Research and development | |
| 474 | | |
| — | | |
| — | | |
| 1,709 | | |
| 1,420 | | |
| 197 | |
Uxin
Limited
Unaudited
Consolidated Balance Sheets
(In
thousands except for number of shares and per share data)
| | |
As
of | | |
As
of | |
| | |
March
31, 2023 | | |
March
31, 2024 | |
| | |
RMB | | |
RMB | | |
US$ | |
| ASSETS | |
| | |
| | |
| |
| Current
assets | |
| | | |
| | | |
| | |
| Cash
and cash equivalents | |
| 92,713 | | |
| 23,339 | | |
| 3,232 | |
| Restricted
cash | |
| 618 | | |
| 594 | | |
| 82 | |
| Accounts
receivable, net | |
| 790 | | |
| 2,089 | | |
| 289 | |
| Loans
recognized as a result of payments under guarantees, net of provision for credit losses of RMB10,337 and RMB7,995 as of March 31,
2023 and 2024, respectively | |
| - | | |
| - | | |
| - | |
| Other
receivables, net of provision for credit losses of RMB26,541 and RMB22,739 as of March 31, 2023 and 2024, respectively | |
| 15,345 | | |
| 18,080 | | |
| 2,504 | |
| Inventory,
net | |
| 110,893 | | |
| 110,494 | | |
| 15,303 | |
| Prepaid
expenses and other current assets | |
| 61,390 | | |
| 71,787 | | |
| 9,942 | |
| Total
current assets | |
| 281,749 | | |
| 226,383 | | |
| 31,352 | |
| | |
| | | |
| | | |
| | |
| Non-current
assets | |
| | | |
| | | |
| | |
| Property,
equipment and software, net | |
| 63,725 | | |
| 74,243 | | |
| 10,283 | |
| Long-term
investments | |
| 288,712 | | |
| 279,300 | | |
| 38,683 | |
| Other
non-current assets | |
| - | | |
| 268 | | |
| 37 | |
| Finance
lease right-of-use assets, net (i) | |
| - | | |
| 1,339,537 | | |
| 185,524 | |
| Operating
lease right-of-use assets, net | |
| 84,461 | | |
| 168,418 | | |
| 23,326 | |
| Total
non-current assets | |
| 436,898 | | |
| 1,861,766 | | |
| 257,853 | |
| | |
| | | |
| | | |
| | |
| Total
assets | |
| 718,647 | | |
| 2,088,149 | | |
| 289,205 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES,
MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | | |
| | |
| Current
liabilities | |
| | | |
| | | |
| | |
| Accounts
payable | |
| 80,668 | | |
| 80,745 | | |
| 11,182 | |
| Warrant
liabilities | |
| 8 | | |
| - | | |
| - | |
| Other
payables and other current liabilities | |
| 336,835 | | |
| 370,802 | | |
| 51,355 | |
| Current
portion of operating lease liabilities | |
| 7,667 | | |
| 12,310 | | |
| 1,705 | |
| Current
portion of finance lease liabilities (i) | |
| - | | |
| 51,160 | | |
| 7,086 | |
| Short-term
borrowing | |
| 20,000 | | |
| 78,181 | | |
| 10,828 | |
| Current
portion of long-term debt | |
| 158,736 | | |
| 291,950 | | |
| 40,435 | |
| Total
current liabilities | |
| 603,914 | | |
| 885,148 | | |
| 122,591 | |
| | |
| | | |
| | | |
| | |
| Non-current
liabilities | |
| | | |
| | | |
| | |
| Long-term
borrowings | |
| 291,950 | | |
| - | | |
| - | |
| Consideration
payable to WeBank | |
| 58,559 | | |
| - | | |
| - | |
| Finance
lease liabilities (i) | |
| - | | |
| 1,191,246 | | |
| 164,986 | |
| Operating
lease liabilities | |
| 77,462 | | |
| 154,846 | | |
| 21,446 | |
| Long-term
debt | |
| 264,560 | | |
| - | | |
| - | |
| Total
non-current liabilities | |
| 692,531 | | |
| 1,346,092 | | |
| 186,432 | |
| | |
| | | |
| | | |
| | |
| Total
liabilities | |
| 1,296,445 | | |
| 2,231,240 | | |
| 309,023 | |
| | |
| | | |
| | | |
| | |
| Mezzanine
equity | |
| | | |
| | | |
| | |
| Senior
convertible preferred shares (US$0.0001 par value,1,720,000,000 and 9,900,000,000 shares authorized as of March 31, 2023 and 2024,
respectively; 1,151,221,338 and nil shares issued and outstanding as of March 31, 2023 and 2024, respectively) (iii) | |
| 1,245,721 | | |
| - | | |
| - | |
| Subscription
receivable from preferred shareholders | |
| (550,074 | ) | |
| - | | |
| - | |
| Redeemable
non-controlling interests (ii) | |
| - | | |
| 149,991 | | |
| 20,774 | |
| Total
Mezzanine equity | |
| 695,647 | | |
| 149,991 | | |
| 20,774 | |
| | |
| | | |
| | | |
| | |
| Shareholders’
deficit | |
| | | |
| | | |
| | |
| Ordinary
shares | |
| 806 | | |
| 39,806 | | |
| 5,513 | |
| Additional
paid-in capital | |
| 15,451,803 | | |
| 18,928,837 | | |
| 2,621,613 | |
| Subscription
receivable from shareholders | |
| - | | |
| (107,879 | ) | |
| (14,941 | ) |
| Accumulated
other comprehensive income | |
| 220,185 | | |
| 225,090 | | |
| 31,175 | |
| Accumulated
deficit | |
| (16,946,064 | ) | |
| (19,378,705 | ) | |
| (2,683,920 | ) |
| Total
Uxin’s shareholders’ deficit | |
| (1,273,270 | ) | |
| (292,851 | ) | |
| (40,560 | ) |
| Non-controlling
interests | |
| (175 | ) | |
| (231 | ) | |
| (32 | ) |
| Total
shareholders’ deficit | |
| (1,273,445 | ) | |
| (293,082 | ) | |
| (40,592 | ) |
| | |
| | | |
| | | |
| | |
| Total
liabilities, mezzanine equity and shareholders’ deficit | |
| 718,647 | | |
| 2,088,149 | | |
| 289,205 | |
(i)
On September 24, 2021, a subsidiary of the Company, Youxin (Hefei) Automobile Intelligent Remanufacturing Co., Ltd. (“UXIN Hefei”)
entered into a lease and purchase agreement with Hefei Construction Investment North City Industrial Investment Co., Ltd (“Hefei
Construction Investment”) to set up an inspection and reconditioning center (the “IRC”) in Hefei. Pursuant to the agreement,
Hefei Construction Investment was responsible for the construction of the IRC and we will lease the IRC including the respective land
use right after the completion of its construction with a 10-year lease term and a purchase option of the underlying assets. The IRC
was completed and transferred to the Company on September 20, 2023.
(ii) On October 23, 2023, Hefei Construction Investment completed the transfer of the first-year rent of the IRC in Hefei into its investment
of RMB147.1 million in UXIN Hefei and acquired 12.02% equity interests of UXIN Hefei with certain preferential rights. The investment
was recognized as redeemable non-controlling interests.
(iii) On March 26, 2024, the Company entered into definitive agreements with Xin Gao Group Limited (“Xin Gao”) and issued
1,440,922,190 senior convertible preferred shares at conversion price of US$0.004858 per Class A ordinary shares for an aggregate amount
of US$7.0 million. As Xin Gao is controlled by Mr. Kun Dai, the Chairman of the Board of Directors and Chief Executive Officer of Company
and the fair value of the senior convertible preferred shares is higher than the consideration received from Xin Gao, a share-based compensation
expense of US$4.0 million (equivalent to RMB28.7 million) equal to the difference between the fair value of the preferred shares
issued and the consideration received was recorded in general and administrative expenses in March 2024.
On March 27, 2024, as agreed by all the preferred shareholders, all of the Company’s 2,810,961,908 outstanding senior convertible
preferred shares were converted into 54,960,889,255 Class A ordinary shares.
Uxin
Limited
Unaudited
Reconciliations of GAAP And Non-GAAP Results
(In
thousands except for number of shares and per share data)
| | |
For the
three months ended March 31, | | |
For the
twelve months ended March 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| Net loss, net of tax | |
| (79,796 | ) | |
| (142,720 | ) | |
| (19,769 | ) | |
| (137,169 | ) | |
| (369,542 | ) | |
| (51,182 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Add: Income tax expense | |
| 81 | | |
| 12 | | |
| 2 | | |
| 366 | | |
| 311 | | |
| 43 | |
| Interest income | |
| (146 | ) | |
| (8 | ) | |
| (1 | ) | |
| (603 | ) | |
| (169 | ) | |
| (23 | ) |
| Interest expenses | |
| 5,676 | | |
| 23,970 | | |
| 3,320 | | |
| 21,243 | | |
| 62,598 | | |
| 8,670 | |
| Depreciation | |
| 5,900 | | |
| 15,760 | | |
| 2,183 | | |
| 32,111 | | |
| 46,671 | | |
| 6,464 | |
| EBITDA | |
| (68,285 | ) | |
| (102,986 | ) | |
| (14,265 | ) | |
| (84,052 | ) | |
| (260,131 | ) | |
| (36,028 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Add: Share-based compensation expenses | |
| 10,712 | | |
| 40,388 | | |
| 5,594 | | |
| 47,313 | | |
| 75,806 | | |
| 10,499 | |
| -
Sales and marketing | |
| 408 | | |
| - | | |
| - | | |
| 1,516 | | |
| 1,444 | | |
| 200 | |
| -
General and administrative | |
| 9,830 | | |
| 40,388 | | |
| 5,594 | | |
| 44,088 | | |
| 72,942 | | |
| 10,102 | |
| -
Research and development | |
| 474 | | |
| - | | |
| - | | |
| 1,709 | | |
| 1,420 | | |
| 197 | |
| Other income | |
| (907 | ) | |
| (622 | ) | |
| (86 | ) | |
| (17,088 | ) | |
| (15,870 | ) | |
| (2,198 | ) |
| Other expenses | |
| 18,317 | | |
| 4,086 | | |
| 566 | | |
| 24,153 | | |
| 5,941 | | |
| 823 | |
| Foreign exchange (gains)/losses | |
| (122 | ) | |
| (511 | ) | |
| (71 | ) | |
| 2,457 | | |
| (1,525 | ) | |
| (211 | ) |
| Structure realignment cost | |
| - | | |
| 13,948 | | |
| 1,932 | | |
| - | | |
| 13,948 | | |
| 1,932 | |
| Equity in loss of affiliates, net of tax | |
| - | | |
| 5,951 | | |
| 824 | | |
| - | | |
| 5,951 | | |
| 824 | |
| Dividend from long-term investment | |
| - | | |
| - | | |
| - | | |
| (10,374 | ) | |
| (11,970 | ) | |
| (1,658 | ) |
| Fair value impact of the issuance of senior convertible preferred shares | |
| (507 | ) | |
| - | | |
| - | | |
| (242,733 | ) | |
| 11,776 | | |
| 1,631 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP adjusted EBITDA | |
| (40,792 | ) | |
| (39,746 | ) | |
| (5,506 | ) | |
| (280,324 | ) | |
| (176,074 | ) | |
| (24,386 | ) |
| |
For
the three months ended March 31, | | |
For
the twelve months ended March 31, | |
| | |
2023 | | |
2024 | | |
2023 | | |
2024 | |
| | |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| Net
loss attributable to ordinary shareholders | |
| (79,787 | ) | |
| (1,925,803 | ) | |
| (266,724 | ) | |
| (892,792 | ) | |
| (2,432,641 | ) | |
| (336,918 | ) |
| Add:
Share-based compensation expenses | |
| 10,712 | | |
| 40,388 | | |
| 5,594 | | |
| 47,313 | | |
| 75,806 | | |
| 10,499 | |
| -
Sales and marketing | |
| 408 | | |
| - | | |
| - | | |
| 1,516 | | |
| 1,444 | | |
| 200 | |
| -
General and administrative | |
| 9,830 | | |
| 40,388 | | |
| 5,594 | | |
| 44,088 | | |
| 72,942 | | |
| 10,102 | |
| -
Research and development | |
| 474 | | |
| - | | |
| - | | |
| 1,709 | | |
| 1,420 | | |
| 197 | |
| Fair
value impact of the issuance of senior convertible preferred shares | |
| (507 | ) | |
| - | | |
| - | | |
| (242,733 | ) | |
| 11,776 | | |
| 1,631 | |
| Add:
accretion on redeemable non-controlling interests | |
| - | | |
| 1,650 | | |
| 229 | | |
| - | | |
| 2,901 | | |
| 402 | |
| Deemed
dividend to preferred shareholders due to triggering of a down round feature | |
| - | | |
| 1,781,454 | | |
| 246,729 | | |
| 755,635 | | |
| 2,060,254 | | |
| 285,342 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP
adjusted net loss attributable to ordinary shareholders | |
| (69,582 | ) | |
| (102,311 | ) | |
| (14,172 | ) | |
| (332,577 | ) | |
| (281,904 | ) | |
| (39,044 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss per share for ordinary shareholders - basic | |
| (0.06 | ) | |
| (0.43 | ) | |
| (0.06 | ) | |
| (0.66 | ) | |
| (1.11 | ) | |
| (0.15 | ) |
| Net
loss per share for ordinary shareholders – diluted | |
| (0.06 | ) | |
| (0.43 | ) | |
| (0.06 | ) | |
| (0.66 | ) | |
| (1.11 | ) | |
| (0.15 | ) |
| Non-GAAP
adjusted net loss to ordinary shareholders per share – basic and diluted | |
| (0.05 | ) | |
| (0.02 | ) | |
| - | | |
| (0.25 | ) | |
| (0.13 | ) | |
| (0.02 | ) |
| Weighted
average shares outstanding – basic | |
| 1,419,079,968 | | |
| 4,465,415,461 | | |
| 4,465,415,461 | | |
| 1,344,536,565 | | |
| 2,185,363,635 | | |
| 2,185,363,635 | |
| Weighted
average shares outstanding – diluted | |
| 1,419,079,968 | | |
| 4,465,415,461 | | |
| 4,465,415,461 | | |
| 1,344,536,565 | | |
| 2,185,363,635 | | |
| 2,185,363,635 | |
Note:
The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00 = RMB7.2203 as of March 29,
2024 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System.
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