Gridsum Reports Unaudited Financial Results for First Half of 2020
Gridsum Holding (NASDAQ: GSUM) reported a net revenue increase of 1% to RMB 129.4 million (US$18.3 million) for H1 2020. Enterprise revenues fell 31% to RMB 81.9 million due to a strategic shift towards higher-margin solutions amid a softening Chinese economy. E-Government revenues surged 307% to RMB 48.5 million, driven by growth in Legal solutions. Net loss narrowed to RMB 180.7 million (US$25.6 million) from RMB 284.9 million in 2019. The company is undergoing a going-private transaction with a cash valuation of US$75.5 million, expected to close in Q1 2021.
- E-Government revenues increased 307% to RMB 48.5 million.
- Net loss decreased to RMB 180.7 million from RMB 284.9 million in 2019.
- Enterprise revenues declined 31% to RMB 81.9 million.
- Gross profit decreased 6% to RMB 84.8 million with a gross margin drop to 65.5%.
BEIJING, Dec. 7, 2020 /PRNewswire/ -- Gridsum Holding Inc. ("Gridsum" or the "Company") (NASDAQ:GSUM), a leading provider of cloud-based big-data analytics and artificial intelligence ("AI") solutions in China, today reported its unaudited financial results for the six months ended June 30, 2020.
First Half of 2020 Highlights
- Net revenues increased
1% to RMB129.4 million (US$18.3 million ), from RMB128.4 million in the comparable period of 2019. - Net loss attributable to Gridsum's ordinary shareholders was RMB180.7 million (US
$25.6 million ), compared with RMB284.9 million in the same period of 2019.
First Half of 2020 Financial Results
REVENUES: Net revenues increased
Enterprise revenues were RMB81.9 million (US
E-Government and other revenues increased
COST OF REVENUES: Cost of revenues increased
GROSS PROFIT AND GROSS MARGIN: Gross profit decreased
OPERATING EXPENSES: Total operating expenses decreased
- Sales and marketing expenses decreased
36% to RMB48.3 million (US$6.8 million ) from RMB75.0 million in the comparable period of 2019. The decrease was primarily due to a RMB18.3 million decrease in staff costs, a RMB4.3 million decrease in entertainment expenses, and a RMB2.3 million decrease in travel expenses. - Research and development expenses decreased
49% to RMB94.1 million (US$13.3 million ) from RMB183.1 million in the comparable period of 2019. The decrease primarily reflected the Company moving past the peak of front-end investment into its industrial AI and IIoT platforms. - General and administrative expenses decreased
23% to RMB90.0 million (US$12.7 million ) from RMB116.8 million in the comparable period of 2019. The decrease was primarily due to a RMB9.8 million decrease in staff costs.
LOSS FROM OPERATIONS: Loss from operations was RMB147.6 million (US
NET LOSS ATTRIBUTABLE TO GRIDSUM'S ORDINARY SHAREHOLDERS: Net loss attributable to Gridsum's ordinary shareholders was RMB180.7 million (US
NON-GAAP NET LOSS ATTRIBUTABLE TO GRIDSUM'S ORDINARY SHAREHOLDERS: Non-GAAP net loss attributable to Gridsum's ordinary shareholders, which is defined as net loss attributable to Gridsum's ordinary shareholders before share-based compensation expenses, was RMB159.7 million (US
EBITDA: Loss before interest, income tax, depreciation and amortization was RMB125.5 million (US
ADJUSTED EBITDA: Adjusted loss before interest, income tax, depreciation and amortization, which excludes share-based compensation expenses, was RMB104.4 million (US
NET LOSS PER ADS ATTRIBUTABLE TO GRIDSUM'S ORDINARY SHAREHOLDERS: Net loss per ADS attributable to Gridsum's ordinary shareholders was RMB5.22 (US
NON-GAAP NET LOSS PER ADS ATTRIBUTABLE TO GRIDSUM'S ORDINARY SHAREHOLDERS: Non-GAAP net loss per ADS attributable to Gridsum's ordinary shareholders was RMB4.61 (US
Each ADS represents one Class B ordinary share. For purposes of determining net loss per ADS attributable to Gridsum's ordinary shareholders, the weighted average number of ordinary shares for the first half of 2020 was 34,622,313. As of June 30, 2020, the total number of ordinary shares outstanding was 34,658,013.
Balance Sheet
As of June 30, 2020, the Company had cash and cash equivalents of RMB10.4 million (US
Recent Developments
Going-Private Transaction
On October 1, 2020, the Company announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gridsum Corporation ("Parent"), and Gridsum Growth Inc., a wholly owned Subsidiary of Parent ("Merger Sub"), pursuant to which the Company will be acquired by an investor consortium led by Mr. Guosheng Qi (the "Chairman"), chairman of the board of directors of the Company (the "Consortium") in an all-cash transaction that values the Company's equity at approximately US
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ordinary share of the Company (each, a "Share") issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US
KANG BO SI NAN (BEIJING) TECHNOLOGY CO., LTD., a company formed by the Consortium and the sole shareholder of Parent ("KBSN"), and the Rollover Securityholders intend to fund the Merger with a combination of rollover equity and cash, and KBSN has delivered copy of an executed equity commitment letter to the Company.
The Board, acting upon the unanimous recommendation of a committee of independent directors established by the Board (the "Special Committee"), approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.
The Merger is currently expected to close in the first quarter of 2021 and is subject to customary closing conditions, including the receipt of certain PRC governmental approvals and the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company's shareholders. The Rollover Securityholders have each agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately
On November 24, 2020 The Company filed with the U.S. Securities and Exchange Commission a Schedule 13E-3 transaction statement, which attached as an exhibit a preliminary proxy statement of the Company which, subject to completion, will be used in connection with the extraordinary general meeting of the Company's shareholders to be convened to vote on the Merger. Please refer to the preliminary proxy statement for more information about the Merger, the Company and the other participants in the Merger, including the effects of the Merger on the Company and the effects on it if the Merger is not completed.
Convertible Note Settlement
On May 5, 2018, the Company issued to FutureX Innovation SPC (the "FutureX") a convertible note in the principal amount of
On October 22, 2020, the Company entered into a settlement agreement (the "Settlement Agreement") in respect of the Note with FutureX, Parent, Merger Sub and KBSN.
Pursuant to the Settlement Agreement, the Company shall pay or cause to be paid to FutureX a lump sum amount in cash equal to US
Under the Settlement Agreement, FutureX agrees that, between October 22, 2020 and the Settlement Date, it will not initiate any arbitration proceedings in Hong Kong or serve any statutory demand on the Company in the Cayman Islands, or engage in any other punitive legal or other action against the other parties to the Settlement Agreement which would prevent the consummation of the Merger in accordance with the Merger Agreement, in each case based on any claim arising from any event of default or breach for non-payment of principal or interest under the Note.
COVID-19
Since the beginning of 2020, China has experienced an outbreak of COVID-19, a disease caused by a novel and highly contagious form of coronavirus, which then spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a "Public Health Emergency of International Concern," and on March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic."
Government efforts to contain the spread of the coronavirus through lockdowns of cities, business closures, travel restrictions and emergency quarantines, among others, and responses by businesses and individuals to reduce the risk of exposure to infection, including reduced travel, cancellation of meetings and events, and implementation of work-at-home policies, among others, have caused significant disruptions to the global economy and normal business operations across a substantial list of sectors and countries. The foregoing adversely affected business confidence, consumer sentiment and economic activity, and have been, and may continue to be, accompanied by significant volatility in financial and commodity markets. The spread of the coronavirus is also likely to have broader macroeconomic implications, including reduced levels of economic growth and possibly a global recession, the effects of which will likely be felt well beyond the time the spread of infection is contained.
Substantially all of the Company's operations are conducted in China and substantially all of the Company's revenues are generated in China. In response to the intensifying efforts to contain the spread of COVID-19, the Chinese government took certain emergency measures, including extension of the Lunar New Year holidays, implementation of travel bans, blockade of certain roads and closure of factories and businesses, and may continue to take further measures to keep this epidemic outbreak in check. From January 2020 to February 2020, the Company temporarily closed all of its corporate offices and requested all employees to work remotely. This outbreak of communicable diseases has caused, and may continue to cause companies, including the Company and certain of its customers, and other stakeholders, to implement temporary adjustment of work schemes allowing employees to work from home and adopt remote collaboration.
In particular, the outbreak of COVID-19 has caused a significant number of the Company's marketing automation customers to reduce their marketing budgets, which has negatively affected the Company's marketing-related solutions revenues and financial performance generally. Consequently, the COVID-19 outbreak and any measures to combat the spread of the virus, and their aftermath, has adversely affected, and may continue to adversely affect, the Company's business operations, financial condition, operating results and cash flow.
Following the outbreak of COVID-19, the Company has seen particular and immediate impacts in its operations, including a significant slowdown in the customer sales origination and renewal cycle, increased timeframes to accomplish key tasks and incremental challenges in collecting accounts receivable in a timely manner. It has hence caused material negative impacts to the Company's net revenues and liquidity position. The Company expects these and other negative impacts as a result of COVID-19 to continue to adversely affect our business operations, results of operation and financial position through 2020 and potentially in future periods, and the magnitude of the impact will depend on future developments, which are highly uncertain and cannot be predicted.
Exchange Rate
This announcement contains translations of certain RMB amounts into U.S. Dollars ("US$") at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to US$ were made at the rate of RMB7.0651 to US
Use of Non-GAAP Financial Measures
In evaluating the Company's business, the Company considers and uses the following non-GAAP financial measures as supplemental measures to review and assess the Company's operating performance: non-GAAP net loss attributable to Gridsum's ordinary shareholders, non-GAAP net loss per share attributable to Gridsum's ordinary shareholders, non-GAAP net loss per ADS attributable to Gridsum's ordinary shareholders, EBITDA and adjusted EBITDA. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with U.S. GAAP. Non-GAAP net loss attributable to Gridsum's ordinary shareholders is net loss attributable to Gridsum's ordinary shareholders before share-based compensation, non-GAAP net loss per share attributable to Gridsum's ordinary shareholders is the per share equivalent and non-GAAP net loss per ADS attributable to Gridsum's ordinary shareholders is the per ADS equivalent, EBITDA is net loss before interest income and expenses, income tax expenses and depreciation expenses, and adjusted EBITDA is EBITDA before share-based compensation.
The Company presents these non-GAAP financial measures because they are used by the Company's management to evaluate the Company's operating performance and formulate the Company's business plans. These non-GAAP financial measures enable the Company's management to assess the Company's operating results without considering the impact of non-cash charges, including depreciation expenses and share-based compensation, and without considering the impact of non-operating items such as interest income and expenses and income tax expenses. The Company also believes that the use of these non-GAAP measures facilitates investors' assessment of the Company's operating performance.
These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and expense that affect the Company's operations. Interest income and expenses, income tax expenses, depreciation expenses and share-based compensation have been and may continue to be incurred in the Company's business and are not reflected in the presentation of adjusted EBITDA. Further, these non-GAAP financial measures may differ from the non-GAAP financial measures used by other companies, including Gridsum's peer companies, so their utility for comparison purposes may be limited.
The Company compensates for these limitations by reconciling the Company's non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures, which should be considered when evaluating the Company's performance. Investors are encouraged to review the Company's financial information in its entirety and not rely on a single financial measure. A reconciliation of these non-GAAP financial measures to their closest U.S. GAAP financial measures appears at the end of this release.
About Gridsum
Gridsum Holding Inc. (NASDAQ: GSUM) is a leading provider of cloud-based big-data analytics and AI solutions for multinational and domestic enterprises and government agencies in China. Gridsum's core technology, the Gridsum Big Data Platform and the Gridsum Prophet: Enterprise AI Engine, is built on a distributed computing framework and performs real-time multi-dimensional correlation analysis of both structured and unstructured data. This enables Gridsum's customers to identify complex relationships within their data and gain new insights that help them make better business decisions. The Company is named "Gridsum" to symbolize the combination of distributed computing (Grid) and analytics (sum). As a digital intelligence pioneer, the Company's mission is to help enterprises and government organizations in China use data in new and powerful ways to make better-informed decisions and be more productive.
For more information, please visit http://www.gridsum.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as "may," "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to" and similar statements. Forward-looking statements involve inherent risks and uncertainties. Many factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the substantial doubt about our ability to continue as a going concern, duration and impact of the COVID-19 pandemically, general economic conditions in China, unexpected difficulties in pursuit of our business strategy, unpredictable demand for solutions we have developed, difficulties keeping and strengthening relationships with existing customers or expanding our customer base, availability of additional capital when needed, uncertainties associated with our repayment or settlement of indebtedness, and uncertainties as to how the Company's shareholders will vote at the extraordinary general meeting in connection with the Merger, the possibility that competing offers will be made, the possibility that financing for the Merger may not be available, the possibility that various closing conditions for the Merger may not be satisfied or waived, and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by the Company. Further information regarding these and other risks is included in Gridsum's annual report on Form 20-F and other reports filed with, or furnished to, the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Gridsum undertakes no duty to update such information except as required under applicable law.
Investor Relations
Gridsum
ir@gridsum.com
Christensen
In China
Mr. Eric Yuan
Phone: +86-10-5900-1548
Email: Eyuan@christensenir.com
In U.S.
Mr. Tip Fleming
Phone: +1 917 412 3333
Email: tfleming@christensenir.com
GRIDSUM HOLDING INC. | ||||
CONSOLIDATED BALANCE SHEETS | ||||
(All amounts in thousands, unaudited) | ||||
As of | ||||
December 31, | June 30, | June 30, | ||
2019 | 2020 | 2020 | ||
Assets | RMB | RMB | USD | |
Current assets: | ||||
Cash and cash equivalents | 25,206 | 10,420 | 1,475 | |
Restricted cash | 1,389 | 40 | 6 | |
Accounts receivable, net | 191,299 | 141,191 | 19,984 | |
Prepayments and other current assets | 117,269 | 100,846 | 14,274 | |
Notes Receivable | 3,753 | 1,144 | 162 | |
Total current assets | 338,916 | 253,641 | 35,901 | |
Non-current assets: | ||||
Investment in associates | 5,000 | 5,000 | 708 | |
Property, equipment and software, net | 45,892 | 32,894 | 4,656 | |
Intangible assets, net | 19,735 | 18,616 | 2,635 | |
Goodwill | 537 | 537 | 76 | |
Deferred tax assets | 73,971 | 85,723 | 12,133 | |
Operating lease right-of-use assets | 112,921 | 93,107 | 13,178 | |
Total non-current assets | 258,056 | 235,877 | 33,386 | |
Total assets | 596,972 | 489,518 | 69,287 | |
Liabilities and Shareholders' Equity | ||||
Current liabilities: | ||||
Short-term bank loan | 38,000 | 39,151 | 5,541 | |
Accounts payable | 78,776 | 6,992 | 990 | |
Salary and welfare payables | 75,630 | 104,504 | 14,792 | |
Taxes payable | 115,990 | 113,819 | 16,110 | |
Deferred revenues | 11,328 | 32,770 | 4,638 | |
Advances from customers | 16,130 | 29,476 | 4,172 | |
Accrued expenses and other current liabilities | 95,701 | 173,484 | 24,555 | |
Operating lease liabilities current | 39,219 | 38,375 | 5,432 | |
Convertible note | 278,472 | 282,604 | 40,000 | |
Total current liabilities | 749,246 | 821,175 | 116,230 | |
Non-current liabilities: | ||||
Long-term borrowing | 99,274 | 106,390 | 15,059 | |
Corporate bond | 18,545 | 19,058 | 2,697 | |
Deferred tax liabilities | 175 | 156 | 22 | |
Other non-current liabilities | 1,248 | 1,248 | 177 | |
Operating lease liabilities non-current | 84,220 | 64,848 | 9,179 | |
Derivative liabilitie non-current | 1,974 | 2,003 | 283 | |
Total non-current liabilities | 205,436 | 193,703 | 27,417 | |
Total liabilities | 954,682 | 1,014,878 | 143,647 | |
Shareholders' (deficit)/equity: | ||||
Ordinary shares —Class A | 31 | 31 | 4 | |
Ordinary shares —Class B | 202 | 202 | 29 | |
Additional paid-in capital | 1,272,959 | 1,294,110 | 183,169 | |
Statutory reserve | 12,903 | 12,903 | 1,826 | |
Accumulated other comprehensive loss | (37,858) | -36,522 | -5,169 | |
Accumulated deficit | (1,615,338) | -1,796,084 | -254,219 | |
Total Gridsum shareholders' (deficit)/equity | (367,101) | -525,360 | -74,360 | |
Non-controlling interest | 9,391 | |||
Total shareholders' (deficit)equity | (357,710) | -525,360 | -74,360 | |
Total liabilities and shareholders' equity | 596,972 | 489,518 | 69,287 | |
GRIDSUM HOLDING INC. | |||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||
(All amounts in thousands, except for share, per share and per ADS data, unaudited) | |||||
For the Six Months Ended | |||||
30-Jun-19 | 30-Jun-20 | 30-Jun-20 | |||
RMB | RMB | USD | |||
Revenues: | |||||
Enterprise | 118,257 | 81,943 | 11,598 | ||
e-Government and other | 11,901 | 48,467 | 6,860 | ||
Less: Business tax and surcharges | (1,757) | (1,029) | (146) | ||
Net revenues | 128,401 | 129,381 | 18,313 | ||
Cost of revenues | (37,792) | (44,572) | (6,309) | ||
Gross profit | 90,609 | 84,809 | 12,004 | ||
Operating expenses: | |||||
Sales and marketing expenses | (74,953) | (48,315) | (6,839) | ||
Research and development expenses | (183,088) | (94,098) | (13,319) | ||
General and administrative expenses | (116,764) | (89,986) | (12,737) | ||
Total operating expenses | (374,805) | (232,399) | (32,894) | ||
Losses from operations | (284,196) | (147,590) | (20,890) | ||
Foreign exchange loss | (751) | 18 | 3 | ||
Interest expense, net | (4,809) | (41,859) | (5,925) | ||
Other (expense)/income, net | 1,017 | 4,634 | 656 | ||
Amortization of debt discount | (19,931) | (7,388) | (1,046) | ||
Gain on change in fair value of derivative | 10,328 | ||||
Loss before income tax | (298,342) | (192,185) | (27,202) | ||
Income tax benefit | 12,817 | 11,439 | 1,619 | ||
Net loss | (285,525) | (180,746) | (25,583) | ||
Less: Net income (loss) attributable to non-controlling | (609) | ||||
Net loss attributable to Gridsum Holding Inc. | (284,916) | (180,746) | (25,583) | ||
Net loss attributable to Gridsum's ordinary | (284,916) | (180,746) | (25,583) | ||
Net loss | (285,525) | (180,746) | (25,583) | ||
Foreign currency translation adjustment, net of tax | 10,032 | 1,336 | 189 | ||
Comprehensive loss | (275,493) | (179,410) | (25,394) | ||
Less: Comprehensive income (loss) attributable to | (609) | ||||
Comprehensive loss attributable to Gridsum | (274,884) | (179,410) | (25,394) | ||
Weighted average number of ordinary shares | |||||
Basic and diluted | 34,315,488 | 34,622,313 | 34,622,313 | ||
Net loss per ordinary share attributable to | |||||
Basic and diluted | (8.30) | (5.22) | (0.74) | ||
Net loss per ADS attributable to Gridsum's | |||||
Basic and diluted | (8.30) | (5.22) | (0.74) |
GRIDSUM HOLDING INC. | ||||||||
RECONCILIATION OF GAAP AND NON-GAAP RESULTS | ||||||||
(All amounts in thousands, except for share, per share and per ADS data, unaudited) | ||||||||
For the Six Months Ended | ||||||||
30-Jun-19 | 30-Jun-20 | 30-Jun-20 | ||||||
RMB | RMB | USD | ||||||
Reconciliation of net loss attributable to Gridsum's ordinary shareholders to non-GAAP net loss attributable to Gridsum's | ||||||||
Net loss attributable to Gridsum's ordinary | (284,916) | (180,746) | (25,583) | |||||
Share-based compensation | 31,384 | 21,069 | 2,982 | |||||
Non-GAAP net loss attributable to Gridsum's | (253,532) | (159,676) | (22,601) | |||||
Weighted average number of ordinary shares | ||||||||
Basic and diluted | 34,315,488 | 34,622,313 | 34,622,313 | |||||
Net loss per ordinary share attributable to | ||||||||
Basic and diluted | (8.30) | (5.22) | (0.74) | |||||
Net loss per ADS attributable to | ||||||||
Basic and diluted | (8.30) | (5.22) | (0.74) | |||||
Non-GAAP net loss per ordinary share attributable | ||||||||
Basic and diluted | (7.39) | (4.61) | (0.65) | |||||
Non-GAAP net loss per ADS attributable to | ||||||||
Basic and diluted | (7.39) | (4.61) | (0.65) | |||||
Reconciliation of net loss to EBITDA and adjusted EBITDA | ||||||||
Net loss | (285,525) | (180,746) | (25,583) | |||||
Interest expense, net | 4,809 | 41,859 | 5,925 | |||||
Income tax expenses | (12,817) | (11,439) | (1,619) | |||||
Depreciation and amortization expenses | 18,158 | 24,811 | 3,512 | |||||
EBITDA | (275,375) | (125,515) | (17,765) | |||||
Share-based compensation | 31,384 | 21,069 | 2,982 | |||||
Adjusted EBITDA | (243,991) | (104,446) | (14,783) |
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SOURCE Gridsum Holding Inc.
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