Uxin Limited — FY2024 Form 20-F
Reporting period: Fiscal year ended March 31, 2024, compared with fiscal year ended March 31, 2023. This is an annual report, not a filing for calendar 2023 Q4. Financial statements are prepared under U.S. GAAP; amounts below are RMB unless noted.
Business context and reporting period
Uxin operates a China-focused used-car retail business under an inventory-owning model, selling vehicles through online channels and its Xi’an and Hefei superstores. It reported 15,550 vehicle sales in FY2024: 10,179 retail and 5,371 wholesale. Retail sales accounted for 74.5% of revenue, up from 63.8% in FY2023. The company says its strategy is to prioritize retail transactions and expects wholesale sales to represent a lower share of activity over time.
Key financial metrics
| Metric | FY2023 | FY2024 | Change / context |
|---|---|---|---|
| Revenue | RMB2,059.2m | RMB1,374.7m (US$190.4m) | Down 33.2% |
| Retail vehicle revenue | RMB1,312.9m | RMB1,024.4m | Down; retail volume fell to 10,179 from 10,703 and average selling price declined 18.0% |
| Wholesale vehicle revenue | RMB707.4m | RMB315.9m | Down, primarily from lower wholesale volume |
| Gross profit / margin | RMB25.4m / 1.2% | RMB80.6m / 5.9% | Improved with faster inventory turnover, pricing and sales improvements, higher value-added service penetration, and lower reconditioning cost per vehicle |
| Operating loss | RMB356.9m | RMB312.5m | Loss narrowed |
| Net loss | RMB137.2m | RMB369.5m (US$51.2m) | Loss widened; FY2024 had higher interest expense and lacked FY2023’s large preferred-share warrant fair-value gain |
| Operating cash flow | Use of RMB251.1m | Use of RMB262.4m (US$36.3m) | Cash outflow remained substantial |
| Cash, cash equivalents and restricted cash | RMB93.3m | RMB23.9m | Down; cash and cash equivalents alone were RMB23.3m |
| Current assets / current liabilities | RMB281.7m / RMB603.9m | RMB226.4m / RMB885.1m | Current liabilities exceeded current assets by RMB658.8m at FY-end |
FY2024 total operating expenses were RMB411.1m, including sales and marketing of RMB202.5m, R&D of RMB33.8m, and general and administrative expenses of RMB177.4m. Interest expense rose to RMB62.6m from RMB21.2m, primarily due to the Hefei Superstore finance lease. Other operating income fell to RMB18.0m from RMB70.0m, largely because supplier liability-waiver gains declined.
Debt and lease obligations: At March 31, 2024, the balance sheet showed RMB78.2m of short-term borrowings, including a RMB7.0m related-party loan, and RMB292.0m of current long-term borrowing. Finance lease liabilities were RMB1,242.4m and operating lease liabilities RMB167.2m. Total undiscounted contractual lease payments were RMB2,019.0m. The FY2024 finance lease chiefly relates to the Hefei Superstore.
Shareholder loss and unusual accounting: Down-round provisions triggered by financing transactions generated a RMB2,060.3m deemed dividend to preferred shareholders, which is not part of reported net loss but increased net loss attributable to ordinary shareholders to RMB2,432.6m. The company reported basic loss per ordinary share of RMB1.11. All outstanding senior convertible preferred shares converted into Class A ordinary shares on March 27, 2024; Class A shares outstanding rose from 1.37bn at March 31, 2023 to 56.34bn at March 31, 2024. The ADS ratio also changed to 300 Class A shares per ADS, effective January 16, 2024.
Material changes versus FY2023
- Revenue declined by one-third as retail average selling prices and transaction volume fell and wholesale volume was reduced.
- Gross margin improved to 5.9% from 1.2%, but the improvement did not offset lower revenue and operating costs.
- Operating loss narrowed, while net loss increased, reflecting higher interest expense and the swing from a FY2023 fair-value loss of RMB242.7m to a FY2024 fair-value gain of RMB11.8m, among other items.
- Cash and cash equivalents fell to RMB23.3m, while current liabilities increased and the working-capital deficit reached RMB658.8m.
- The Hefei Superstore lease added substantial finance lease assets and liabilities. Hefei Construction Investment received approximately 12.02% of Uxin Hefei in exchange for the first-year rent of RMB147.1m; the interest is classified as redeemable non-controlling interest.
Outlook, risks, contingencies and unusual items
Going concern: Management and the auditor identify substantial doubt about Uxin’s ability to continue as a going concern. The company has accumulated losses of RMB19.4bn, low cash, negative working capital, and continuing operating cash outflows. Its plans include increasing sales and gross margin, reducing discretionary costs, obtaining financing, renewing inventory-backed facilities, and negotiating to reduce Hefei-related cash outflows. Management states that key assumptions and uncommitted financing are uncertain; its assessment still concludes substantial doubt exists over the next 12 months. The audited statements contain no adjustments for a possible failure to continue as a going concern.
Funding and liquidity: As of March 31, 2024, Uxin had RMB290.0m of inventory-pledging facilities, of which RMB55.0m was drawn and RMB235.0m unused; the facilities mature within a year and renewal is not assured. NIO Capital was due to pay a remaining US$9.4m subscription amount by December 31, 2024. A proposed RMB200.0m NC Fund investment was under negotiation and was not committed. In April 2024, after the reporting date, Uxin completed the sale of its Jincheng investment and settled RMB292.0m of borrowing using RMB240.0m in cash proceeds, with the remaining amount waived. These subsequent events do not change FY2024 year-end liquidity.
Management outlook: The filing provides no quantified revenue or earnings guidance. Management says future growth depends substantially on retail transaction volume, inventory availability, capital sufficiency, and improving efficiency; it is targeting profitability over the medium to long term. It also reports customer NPS of 61 for FY2024, compared with 31 for FY2021.
Controls, audit and other risks: Management found disclosure controls and internal control over financial reporting ineffective at March 31, 2024, due to a material weakness involving insufficient accounting staff and expertise in U.S. GAAP and SEC reporting. Remediation is underway but not confirmed complete. The auditor issued an unqualified opinion on the financial statements with a going-concern paragraph and identified valuation of the preferred-share down-round feature as a critical audit matter. Other material risks include PRC regulatory and data-security uncertainty, foreign-exchange and cash-repatriation restrictions, used-car inventory and pricing risk, and potential U.S. trading restrictions if PCAOB inspection access again becomes inadequate for two consecutive years.
Related-party and transaction items: Uxin issued US$7.0m of preferred shares to Xin Gao, controlled by CEO Kun Dai, in March 2024; the issuance generated RMB28.7m of share-based compensation expense. Kun Dai also provided a RMB7.0m loan at 6% annual interest. The company disclosed repurchase rights related to the Hefei investment that could create additional funding demands.
Most important facts an investor should verify
- Whether Uxin can fund operations and meet obligations after year-end, including renewal of inventory facilities and receipt of the remaining NIO Capital subscription amount.
- Whether the April 2024 Jincheng sale, debt settlement and waiver were completed on the disclosed terms; the filing gives differing sale consideration and advisory-fee figures in different passages.
- Whether retail sales, average selling prices, gross margin and inventory turnover are improving, and whether the lower inventory strategy is constraining retail growth.
- The terms, potential exercise triggers and maximum cash exposure under the Hefei repurchase rights, alongside the scale and payment profile of the Hefei finance lease.
- How the preferred-share conversions, ADS ratio change, remaining equity awards and any new financing affect per-ADS ownership and dilution.
- Whether the company remediates its material weakness and maintains compliance with PRC approvals, CSRC filing requirements, data rules and PCAOB inspection requirements.