Exhibit 99.1
QUHUO LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
As of December 31, | As of June 30, | |||||||
| Notes |
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||||
ASSETS: |
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Current assets: |
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Cash |
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Restricted cash |
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Short-term investments |
| 4 |
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Accounts receivable, net |
| 5 |
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Prepayments and other current assets |
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| 13 |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Right-of-use assets, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax assets |
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Other non-current assets |
| 7 |
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Total non-current assets |
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Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY: |
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Current liabilities (including current liabilities of the consolidated VIE without recourse to the primary beneficiary of RMB |
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Accounts payable |
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Accrued expenses and other current liabilities |
| 8 |
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Short-term debt |
| 9 |
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Short-term lease liabilities |
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Total current liabilities |
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Non-current liabilities (including non-current liabilities of the consolidated VIE without recourse to the primary beneficiary of RMB |
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Long-term debt |
| 9 |
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Long-term lease liabilities |
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Deferred tax liabilities |
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Other non-current liabilities |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies |
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1
QUHUO LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
| As of December 31, | As of June 30, | ||||||
| Notes |
| 2022 |
| 2023 |
| 2023 | |
RMB |
| RMB | US$ | |||||
Shareholders’ equity: |
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Ordinary shares ((US$ |
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Additional paid-in capital |
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Accumulated deficit |
| ( | ( |
| ( | |||
Accumulated other comprehensive loss |
| ( | ( |
| ( | |||
Total Quhuo Limited shareholders’ equity |
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Non-controlling interests |
| ( | |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
2
QUHUO LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
Six Months Ended June 30, | ||||||||
| Notes |
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||||
Revenues |
| 3 |
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Cost of revenues |
| ( |
| ( |
| ( | ||
General and administrative |
| ( |
| ( |
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Research and development |
| ( |
| ( |
| ( | ||
Gain on disposal of assets, net |
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Operating loss |
| ( |
| ( |
| ( | ||
Interest income |
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Interest expense |
| ( |
| ( |
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Other (loss)/income, net |
| ( |
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Loss before income tax |
| ( |
| ( |
| ( | ||
Income tax (expense)/benefit | 10 |
| ( |
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Net loss |
| ( |
| ( |
| ( | ||
Net loss/(income) attributable to non-controlling interests |
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| ( |
| ( | ||
Net loss attributable to ordinary shareholders of Quhuo Limited |
| ( |
| ( |
| ( | ||
Loss per share: | 11 |
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Basic |
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| ( |
| ( |
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Diluted |
| ( |
| ( |
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Shares used in loss per share computation: | 11 |
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Basic |
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Diluted |
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Other comprehensive loss: |
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Foreign currency translation adjustment |
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Comprehensive loss |
| ( |
| ( |
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Comprehensive loss/(income) attributable to non-controlling interests |
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| ( |
| ( | ||
Comprehensive loss attributable to ordinary shareholders of Quhuo Limited |
| ( |
| ( |
| ( |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
QUHUO LIMITED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
| Number of |
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| Accumulated |
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outstanding | Additional | other | Quhuo Limited | Total | ||||||||||||
ordinary | Ordinary | paid-in | Accumulated | comprehensive | shareholders’ | Non-controlling | shareholders’ | |||||||||
shares | shares | capital | deficit | loss * | (deficit)/equity | interests | (deficit)/equity | |||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||
Balance as of December 31, 2021 |
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| ( |
| ( |
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Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( |
Other comprehensive loss |
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| — |
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| — |
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Acquisition of non-controlling interests |
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| — |
| — |
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| ( |
| ( |
Exercise of employee share options |
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| — |
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Cancellation of exercised options |
| ( |
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| ( |
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| — |
| ( |
| — |
| ( |
Share-based compensation |
| — |
| — |
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| — |
| — |
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| — |
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Balance as of December 31, 2022 |
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| ( |
| ( |
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| ( |
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Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
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| ( |
Other comprehensive income |
| — |
| — |
| — |
| — |
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| — |
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Exercise of employee share options |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
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Share-based compensation |
| — |
| — |
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| — |
| — |
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| — |
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Balance as of June 30, 2023 |
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| ( |
| ( |
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Balance as of June 30, 2023 in US$ |
| — |
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| ( |
| ( |
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* | Accumulative other comprehensive loss includes foreign currency translation adjustment and fair value adjustment of convertible loan for the year ended December 31, 2022 and for six months ended June 30, 2023. |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
4
QUHUO LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
Six Months Ended June 30, | ||||||||
| Notes |
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||||
Cash flows from operating activities |
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Net loss |
| ( |
| ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Amortization |
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Deferred income taxes |
| ( |
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Share-based compensation |
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Gain on disposals of intangible assets |
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| ( |
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Changes in fair value of short-term investment |
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| ( |
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Others |
| ( |
| ( |
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Changes in operating assets and liabilities: |
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Amounts due to related parties |
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| — |
| — | ||
Accounts receivable |
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Prepayments and other current assets |
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| ( |
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Other non-current assets | | ( | ( | |||||
Accounts payable |
| ( |
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Accrued expenses and other current liabilities |
| ( |
| ( |
| ( | ||
Lease liabilities |
| ( |
| ( |
| ( | ||
Income taxes payable |
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| ( |
| ( | ||
Other non-current liabilities |
| ( |
| ( |
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Net cash used in operating activities | ( | ( | ( | |||||
Cash flows from investing activities |
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Purchase of short-term investments |
| ( |
| ( |
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Proceeds from sales of short-term investments |
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Proceeds from refund of short-term investments |
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Acquisitions of businesses, net of cash acquired |
| ( |
| — |
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Other investing activities |
| — |
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Purchase of property and equipment |
| ( |
| ( |
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Acquisitions of intangible assets |
| ( |
| ( |
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Proceeds from disposals of intangible assets | | | | |||||
Loans to a related party |
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| — |
| — | |
Net cash provided by investing activities |
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5
QUHUO LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
| Six Months Ended June 30, | |||||||
| Notes |
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||||
Cash flows from financing activities |
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Proceeds from short-term debt |
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Repayments of short-term debt |
| ( |
| ( |
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Repayments of long-term debt |
| ( |
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Net cash (used in)/provided by financing activities |
| ( |
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Effect of exchange rate changes on cash and restricted cash |
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Net increase in cash and restricted cash |
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Cash and restricted cash, at the beginning of year |
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Cash and restricted cash, at the end of year |
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Supplemental disclosures of cash flow information: |
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Interest paid |
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Income tax paid |
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The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
6
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
1.Organization, Consolidation and Principal Activities
Quhuo Limited (the “Company”, and where appropriate, the term “Company” also refers to its subsidiaries, variable interest entity, and subsidiaries of the variable interest entity as a whole) is an exempt company incorporated in the Cayman Islands with limited liability under the laws of the Cayman Islands on June 13, 2019. The Company, through its subsidiaries, variable interest entity, and subsidiaries of the variable interest entity, are principally engaged in providing end-to-end operational solutions to on-demand consumer service businesses in industries, including food and grocery delivery, bike-sharing, ride-hailing, housekeeping in the People’s Republic of China (the “PRC”). Quhuo Limited, is a holding company with no substantive operations of its own.
The Company commenced operations through Beijing Quhuo Technology Co., Ltd. in 2012. In preparation of its initial public offering (“IPO”) in the United States, the Company underwent a series of restructuring in 2019 (the “Restructuring”) in order to establish the Company as the parent company and Beijing Quhuo Technology Co., Ltd. (“Beijing Quhuo” or the “VIE”) as the variable interest entity of the Company. On June 14, 2019, the Company incorporated a wholly-owned subsidiary, Quhuo Investment Limited (“Quhuo BVI”) in the British Virgin Islands (“BVI”). On June 17, 2019, the Company incorporated another wholly-owned subsidiary, Quhuo Technology Investment (Hong Kong) Limited (“Quhuo HK”) in Hong Kong. On July 31, 2019, the Company incorporated a wholly-owned subsidiary, Beijing Quhuo Information Technology Co., Ltd. (“WFOE”) in the PRC.
As PRC laws and regulations prohibit and restrict foreign ownership of internet value-added businesses, the Company operates its business primarily through the VIE and the subsidiaries of the VIE. The Company, through the WFOE, entered into power of attorney agreements and an exclusive call option agreement with the nominee shareholders of the VIE that gave the WFOE the power to direct the activities that most significantly affect the economic performance of the VIE and to acquire the equity interests in the VIE when permitted by the PRC laws, respectively. Certain exclusive agreements were entered into with the VIE through the WFOE, which obligate the WFOE to absorb a majority of the risk of loss from the VIE’s activities and entitle the WFOE to receive a majority of its residual returns. In addition, the WFOE entered into an equity interest pledge agreement for equity interests in the VIE held by the nominee shareholders of the VIE. The Company also agreed to provide unlimited financial support to the VIE for its operations.
Despite the lack of technical majority ownership, the Company has effective control of the VIE through the VIE Agreements and a parent-subsidiary relationship exists between the Company and the VIE. Through the VIE Agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their equity interest in the VIE to the Company. In addition, through the other exclusive agreements, which consist of exclusive call option agreement, exclusive business cooperation agreement, and equity interest pledge agreement, the Company, through its wholly-owned subsidiaries in the PRC, have the right to receive economic benefits from the VIE that could be potentially significant to the VIE. Lastly, through the financial support undertaking letter, the Company has the obligation to absorb losses of the VIE that could potentially be significant to the VIE. Therefore, the Company is considered the primary beneficiary of the VIE and consolidates the VIE and its consolidated subsidiaries as required by SEC Regulation S-X Rule 3A-02 and Accounting Standard Codification (“ASC”) topic 810, Consolidation (“ASC 810”).
7
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
1.Organization, Consolidation and Principal Activities (continued)
As of June 30, 2023, RMB
As of December 31, | As of June 30, | |||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
ASSETS: |
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Current assets: |
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Cash |
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Restricted cash |
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Short-term investments |
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Accounts receivable |
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Prepayments and other current assets |
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Inter-group balance due from Parent and WFOE |
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Amounts due from related parties |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease right-of-use assets, net |
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Goodwill |
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Deferred tax assets |
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Other non-current assets |
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Total non-current assets |
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Total assets |
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LIABILITIES: |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Short-term debt |
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Short-term lease liabilities |
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Inter-group balance due to Parent and WFOE |
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Total current liabilities |
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Non-current liabilities: |
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Deferred tax liabilities |
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Long-term debt |
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Long-term lease liabilities |
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Other non-current liabilities |
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Total non-current liabilities |
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Total liabilities |
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The VIE’s net asset balance was RMB
8
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
1.Organization, Consolidation and Principal Activities (continued)
The table sets forth the results of operations of the VIE included in the Company’s consolidated statements of comprehensive loss for the six months ended June 30, 2022 and 2023, respectively:
| Six Months Ended June 30, | |||||
2022 |
| 2023 |
| 2023 | ||
RMB | RMB | US$ | ||||
Revenue |
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Net income |
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The table sets forth the cash flows of the VIE included in the Company’s consolidated statements of cash flows for the six months ended June 30, 2022 and 2023, respectively:
Six Months Ended June 30, | ||||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Net cash provided by/ (used in) operating activities |
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| ( |
| ( |
Net cash provided by/ (used in) investing activities |
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| ( |
| ( |
Net cash (used in)/ provided by financing activities |
| ( | |
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Effect of exchange rate changes on cash |
| ( |
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Net increase/(decrease) in cash |
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| ( |
| ( |
2.Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2022. Accordingly, these unaudited interim condensed consolidated financial statements do not include all information and footnotes required by U.S. GAAP for annual financial statements.
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2023. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2022.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and the subsidiaries of the VIE. All significant inter-company transactions and balances have been eliminated upon consolidation.
9
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
2.Summary of Significant Accounting Policies (continued)
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts for accounts receivable, fair value of short-term investment, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) applied in lease liabilities, impairment of long-lived assets, intangible assets and goodwill, purchase price allocation and fair value contingent consideration with respect to business combinations, valuation allowance for deferred tax assets, share-based compensation and fair value of intangible assets acquired associated with non-monetary transactions. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from those estimates.
Foreign currency
The functional currency of the Company, Quhuo BVI and Quhuo HK is the United States Dollars (“US$”). The functional currency of WFOE, the VIE and subsidiaries of the VIE located in the PRC is Renminbi (“RMB”). The Company uses the RMB as its reporting currency.
Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses resulting from remeasurement are included in the consolidated statements of comprehensive loss.
The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.
Convenience translation
Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB
Cash, cash equivalents and restricted cash
Cash and cash equivalents primarily consist of cash on hand, demand deposits and time deposits which are highly liquid. The Company considers highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.
Restricted cash mainly represents cash reserved in a bank account for legal liability.
Accounts receivable and allowance for doubtful accounts
Accounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded when collection of the full amount is no longer probable. In evaluating the collectability of receivable balances, the Company considers specific evidence including the aging of the receivable, the customer’s payment history, its current credit-worthiness and current economic trends. Accounts receivable are written off after all collection efforts have ceased.
10
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
2.Summary of Significant Accounting Policies (continued)
Short-term investments
Short-term investments consist of investments in structured notes with original maturities of greater than three months, but less than twelve months and investment in alternative investment fund, which is measured using the net asset value (NAV) per share as a practical expedient. The investment in the fund is redeemable on demand, subject to
Fair value measurements
Financial instruments of the Company primarily include cash, short-term investments, accounts receivable, other receivables, accounts payable and accrued liabilities, other receivables, amounts due from and due to related parties, long-term investments, deposits, equity consideration payable, contingent consideration payable, short-term debt and long-term debt. The Company applies ASC 820, Fair Value Measurements and Disclosures (‘‘ASC 820’’), in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. The short-term investments are measured at fair value. Equity method investments have no quoted market prices and it is not practicable to estimate their fair value without incurring excessive costs. The carrying amounts of the remaining financial instruments, except for long-term debt and deposits, approximate their fair values because of their short-term maturities.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2-Include other inputs that are directly or indirectly observable in the marketplace.
Level 3-Unobservable inputs which are supported by little or no market activity.
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Leases
The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Group to not reassess 1) whether expired or existing contracts are or contain leases, 2) lease classification for any expired or existing leases as of the adoption date and 3) initial direct costs for existing leases as of the adoption date. The Company also made an accounting policy election to exempt short-term leases of 12 months or less form balance sheet recognition requirements associated with the new standard. The Company will recognize fixed rental payments for these short-term leases as a straight-line expense over the lease.
11
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
2.Summary of Significant Accounting Policies (continued)
Leases (continued)
The Company leases offices and service stations to support its on-demand delivery solution services and leases vehicles to individual drivers for ride-hailing solution services. The Company classifies these leases as operating leases in accordance with ASC 842-10-25-2. The Company records an operating lease right-of-use (“ROU”) asset and lease liability based on the present value of the lease payments over the lease term at the commencement date. The Company excludes variable lease payments not dependent on an index or rate from the ROU asset and lease liability calculations and are recognize such amounts as expense in the period which it incurs the obligation for those. As the rate implicit in the Company’s leases are not readily available, the company estimates its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis, the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. The Company recognize operating lease expense on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise.
Income taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (‘‘ASC 740’’). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related PRC tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.
12
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
3.Revenues
The following table presents the Company’s revenues disaggregated by revenue category. All revenues were generated in the PRC.
Six months ended June 30, | ||||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Revenue from contract with customers |
|
|
|
|
|
|
On-demand delivery solution services |
| |
| |
| |
Mobility solution services |
| |
| |
| |
Housekeeping and accommodation solutions |
| |
| |
| |
Others |
| | |
| | |
Total revenues |
| |
| |
| |
4.Short-term investments
The Company’s short-term investments included structured notes with maturities of one year or less and investment in alternative investment fund, which is measured using the NAV per share as a practical expedient. The following is a summary of the Company’s short-term investments:
| As of December 31, | As of June 30, | ||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Structured notes | |
| — |
| — | |
Investment in fund | |
| |
| | |
Total short-term investments | |
| |
| |
For the six months ended June 30, 2022 and 2023, the Group recognized other income related to its structured notes RMB
For the six months ended June 30, 2022, and 2023, the Group recognized unrealized loss on fair value change of the investment of RMB(
5.Accounts Receivable
| As of December 31, | As of June 30, | ||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Accounts receivable | |
| |
| | |
Less: allowance for doubtful accounts | ( |
| ( |
| ( | |
Accounts receivable, net | |
| |
| |
The following table presents the movement in the allowance for doubtful accounts:
| As of December 31, | As of June 30, | ||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Balance at beginning of year | ( |
| ( |
| ( | |
Additions | ( |
| — |
| — | |
Written off | |
| |
| | |
Balance at end of year | ( |
| ( |
| ( |
Substantially all of the Company’s accounts receivable as of December 31, 2022 and June 30, 2023 are aged within
13
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
6.Leases
The Company’s operating leases mainly related to our office premises and on-demand delivery service stations. The total lease cost for the six months ended June 30, 2022 and 2023 was RMB
The operating cash flows used in operating leases was RMB
7.Other Non-current Assets
Other non-current assets consisted of the following:
| As of December 31, | As of June 30, | ||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Rental and industry customer deposits (1) | |
| |
| | |
Prepayments | |
| |
| | |
Long-term investments | |
| |
| | |
Total other non-current assets | |
| |
| |
(1) | The Company’s rental deposits are mainly paid to landlords for its various office spaces and are refundable upon termination of the leases. Industry customer deposits consist of refundable deposits paid to industry customers and are refundable upon termination of contracts with each customer. The Company evaluated the recoverability of the deposits periodically and recorded an allowance of |
8.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| As of December 31, | As of June 30, | ||||
| 2022 |
| 2023 |
| 2023 | |
RMB | RMB | US$ | ||||
Amounts due to third-parties | |
| |
| | |
Income tax payables | |
| |
| | |
Other tax payables | |
| — |
| — | |
Salary and welfare payables | |
| |
| | |
Deposits received from ride-hailing drivers | |
| |
| | |
Purchase consideration payable | |
| |
| | |
Others | |
| |
| | |
Total | |
| |
| |
14
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
9.Debt
Short-term Debt
The following table presents the Company’s outstanding short-term debt as of December 31, 2022 and June 30, 2023:
| Annual |
|
| As of |
| As of | ||||
Name | interest rates | Term | December 31, 2022 | June 30, 2023 | ||||||
RMB | RMB |
| US$ | |||||||
Short-term loans |
|
|
|
|
|
|
|
| ||
East West Bank |
|
| |
| | | ||||
Xiamen International Bank | — | | | |||||||
Bank of Beijing | — | | | |||||||
Industrial Bank | — | | | |||||||
Long-term debt, current portion |
|
| |
| | | ||||
Total |
|
|
|
|
| | |
In April 2021, the Company entered into a banking facility agreement with East West Bank, pursuant to which the Company is entitled to borrow RMB
In December 2022, the Company entered into a banking facility agreement with Xiamen International Bank Co., Ltd. pursuant to which the Company is entitled to borrow RMB
In February 2023, the Company entered into a banking facility agreement with Bank of Beijing Co., Ltd., pursuant to which the Company is entitled to borrow RMB
In May 2023, the Company entered into a banking facility agreement with Industrial Bank Co., Ltd., pursuant to which the Company is entitled to borrow RMB
Long-term debt
The following table presents the Company’s long-term debt as of December 31, 2022 and June 30, 2023:
| Annual |
|
| As of |
| As of | ||||
interest rates | Term | December 31, 2022 | June 30, 2023 | |||||||
RMB | RMB |
| US$ | |||||||
Long-term debt, current portion |
|
| |
| | | ||||
Long-term debt, non-current portion |
|
| |
| | | ||||
Total |
|
|
|
|
| | |
The weighted average interest rate for all the outstanding borrowings was approximately
15
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
10.Income Taxes
The Company is incorporated in the Cayman Islands and conducts its primary business operations through subsidiaries and VIEs in the PRC. It also has intermediate holding companies in the BVI and Hong Kong. Under the current laws of the Cayman Islands and BVI, the Company is not subject to tax on income nor capital gains. Additionally, upon payments of dividends by the Company to its shareholders, neither Cayman Islands nor BVI will impose withholding taxes. Under the Hong Kong tax laws, subsidiaries in Hong Kong are subject to the Hong Kong corporate income tax rate at
The Company’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are subject to the statutory rate of
The Company recorded a tax expense of RMB
11.Loss Per Share
The rights of the holder of Class A and Class B ordinary shares were identical for all periods presented, except with respect to voting and conversion rights, and therefore, the undistributed earnings were allocated on a proportionate basis and the resulting earnings per share attributable to ordinary shareholders were the same for both Class A and Class B ordinary shares on an individual or combined basis. The following table sets forth the computation of basic net loss per share for the following periods:
Six Months End June 30, | ||||||
| 2022 |
| 2023 |
| 2023 | |
| RMB |
| RMB |
| US$ | |
Basic Loss Per Share |
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
Net loss attributable to ordinary shareholders | ( |
| ( | ( | ||
Denominator: |
|
|
|
| ||
Weighted average number of shares outstanding |
| |
| | | |
Loss per share - basic |
| ( |
| ( | ( |
For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and the participating securities do not have contractual rights and obligations to share in the losses of the Company. The effects of all outstanding options and other participating securities were also excluded from the computation of diluted loss per share as their effects would be anti-dilutive during the periods.
16
QUHUO LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),
except for number of shares and per share data)
12.Commitments and Contingencies
Contingencies
In the ordinary course of business, the Company may from time to time be involved in legal proceedings and litigation relating to injuries caused by workforce and labor arbitration cases brought by disgruntled workforce, among others. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.
13.Related Party Transactions
Names of the related parties |
| Relationship with the Company |
|
Hainan Huiliu Tianxia Network Technology Co., Ltd.(“Hainan Huiliu”) | |||
Shenyang Bokai Network Technology Co., Ltd. (“Shenyang Bokai”) |
Amounts due from related parties as of December 31, 2022 and June 30, 2023 were as follows:
As of December 31, | As of June 30, | |||||
| 2022 |
| 2023 |
| 2023 | |
| RMB |
| RMB |
| US$ | |
Amounts due from related parties: |
|
|
|
|
|
|
Hainan Huiliu |
| |
| |
| |
Amounts due from Hainan Huiliu were unsecured, interest-free and have fixed terms of repayment, which were advance made.
Transactions with related parties for the years ended December 31, 2022 and June 30, 2023:
| Six Months End June 30, | |||||
| 2022 |
| 2023 |
| 2023 | |
| RMB |
| RMB |
| US$ | |
Labor consulting service received from: |
|
|
|
|
|
|
Hainan Huiliu |
| |
| |
| |
Shenyang Bokai |
| |
| — |
| — |
Total |
| |
| |
| |
The Company received labor recruitment services from Hainan Huiliu and Shenyang Bokai and recorded labor recruitment cost in cost of revenues.
14.Restricted Net Assets
Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries and VIE with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts restricted include paid-in capital, statutory reserve of the Company’s PRC subsidiaries and pledged or collateralized accounts receivable and property and equipment of the VIE, totaling approximately RMB
17