Ucommune International Ltd. Announces Unaudited Second Quarter 2021 Financial Results

BEIJING,Aug. 6,2021 -- Ucommune International Ltd. (NASDAQ: UK) ("Ucommune" or the "Company"),a leading agile office space manager and provider in China,today announced its unaudited financial results for the second quarter ended June 30,2021.

SecondQuarter 2021Financial Highlights

Net revenues were RMB260.7 million,representing an increase of 34.3% from the second quarter of 2020 and exceeding the high-end of the Company's previously announced revenue guidance range.

Net loss was RMB156.9 million,compared with RMB106.6 million in the second quarter of 2020.

Adjusted net loss[1],which excluded share-based compensation expense,impairment loss on long-lived assets,change in fair value of warrant liability,and gain/(loss) on disposal of subsidiaries,was RMB21.9 million,narrowing by 72.3% year over year from RMB78.9 million in the second quarter of 2020.

EBITDA loss[2] was RMB136.2 million,compared with RMB91.6 million in the second quarter of 2020.

Adjusted EBITDA loss[3] was RMB21.9 million,compared with RMB38.5 million in the second quarter of 2020.

SecondQuarter 2021Operating Highlights

As of June 30,2021,Ucommune had committed to 282 office spaces in 87 cities,including 102 office spaces in tier-1 cities,62 office spaces in new tier-1 cities and 112 office spaces in cities tier-2 and below,and was providing approximately 701,400 square meters of managed area to 1,162,900 members. Among those,228 office spaces,or 80.8% of total committed spaces,were in operation.

As of June 30,Ucommune's total number of spaces contracted under the Company's asset-light model increased by 141% to 154 spaces located across 52 cities from 64 spaces located across 32 cities as of June 30,2020. The Company's total managed area under contract[4] for the asset-light model increased by 98% to 438,800 square meters from 221,440 square meters as of June 30,2020.

[1] For a reconciliation of net loss to adjusted net loss,see the "Non-GAAP Financial Measures" section and the table captioned "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

[2] For a reconciliation of net loss to EBITDA,see the "Non-GAAP Financial Measures" section and the table titled "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

[3] For a reconciliation of net loss to adjusted EBITDA,see the "Non-GAAP Financial Measures" section and the table titled "Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

[4] Spaces and managed area under contract include those in operation,under construction,and in preparation for construction.

Dr. Daqing Mao,Founder and Chairman of Ucommune,commented,"China's urbanization process has transitioned from an era of early development to one of refined operation. As a result,construction and urban planning are more focused on quality improvement as opposed to outward expansion. This trend aligns perfectly with our mission to develop our intelligent agile office service ecosystem. We continue to focus on expanding our asset-light business,guided by our vision to satisfy market demand for limited urban development space,develop smart cities,and reduce carbon emissions. Following our strong performance during the second quarter,we believe that we are fully capable of building on our growth momentum in the second half of the year."

Ms. Xin Guan,Chief Executive Officer of Ucommune,"In the second quarter,our net revenues increased by 34.3% year over year as advertising demand recovered to pre-pandemic levels and we continued to expand our SaaS services as well as our interior design and construction services. We increased our geographic coverage and added 32 office spaces in total. This pace of development showcases the advantage of our asset-light model to quickly increase our presence nationwide. Our asset-light model was also successful at improving occupancy rates of agile workspaces for our landlord partners. We are confident that our strategy to transform our business to the asset-light model will enhance our industry leadership and bring lasting value to our partners,members,shareholders,and society as a whole."

Mr. Siyuan Wang,Chief Financial Officer of Ucommune,added,"Our revenues once again exceeded the high-end of our previously announced guidance range and we further reduced our adjusted net loss to RMB21.9 million. We achieved improved margins as a result of the growth in our higher-margin asset-light business as a percentage of revenue,as well as the development of our SaaS services. As we continue to grow our asset-light business and generate business synergiesthrough our SaaS services as well as our interior design and construction services,our profitability is likely to improve going forward."

SecondQuarter 2021Financial Results

Total net revenues increasedby 34.3% to RMB260.7 millionin the secondquarter of 2021 from RMB194.0 million in the secondquarter of2020. Revenues from the asset-light model increased by 292.1% to RMB15.2 millionin the secondquarter of 2021 from RMB3.9 million in the second quarter of 2020.

Workspace membership services revenues decreased by 12.8% to RMB95.4 million in the second quarter of 2021 from RMB109.4 million in the second quarter of 2020,mainly due to the closure of unprofitable spaces in operation and contraction of the Company's self-operated coworking space services resulting from the Company's transformation to an asset-light model.

Marketing and branding services revenues increased by 80.8% to RMB126.0 million in the second quarter of 2021 from RMB69.7 million in the second quarter of 2020,mainly due to increased demand for advertising and marketing services as customer demand fully recovered to pre-epidemic levels.

Other services revenues increased by 162.3% to RMB39.2 million in the second quarter of 2021 from RMB14.9 million in the second quarter of 2020,primarily due to increased net revenues from the Company's interior design and construction services and its SaaS services.

Total costs of revenues increased by 20.2% to RMB263.7 millionin the secondquarter of 2021 from RMB219.4 million in thesecond quarter of 2020.Costs of revenues from the Company's asset-light model increased by 321.1% to RMB10.6millionin the secondquarter of2021from RMB2.5 million in the secondquarter of2020,which was primarily in line with the increase in revenues from the Company's asset-light model.

Costs of workspace membership decreased by 13.8% to RMB113.6million in the second quarter of 2021 from RMB131.8 million in the second quarter of 2020,mainly due to decreased operational costs related to leases and staff,partly offset by an increase in share-based compensation expense,amounting to RMB10.4 million.

Costs ofmarketing and branding services increased by 77.0% to RMB121.4 million in the second quarter of 2021 from RMB68.6 million in the second quarter of 2020,mainly due to increased advertising spending,which was in line with the increase in advertising revenue.

Costs of other services increased by 51.0% to RMB28.7 million in the second quarter of 2021 from RMB19.0 million in the second quarter of 2020,which was in line with the increase in other services revenues.

General and administrative expenses increased by 555.8% to RMB136.8 million in the secondquarter of2021from RMB20.9 million in the secondquarter of2020,mainly due to an increase in share-based compensation expense of RMB95.8 million and professional service fees.

Sales and marketing expenses increased by 196.4% to RMB15.2million in the secondquarter of2021from RMB5.1 million in the secondquarter of2020,mainly due to the increase in share-based compensation expense.

EBITDAlosswas RMB136.2 million in the secondquarter of 2021,compared with RMB91.6 million in the secondquarter of 2020. AdjustedEBITDAlossnarrowedby 43.0% to RMB21.9 million in the secondquarter of 2021 from RMB38.5 million in the secondquarter of 2020.

Impairment loss on long-lived assets wasRMB0.4million in the secondquarter of2021,compared with RMB31.2 million in the secondquarter of2020,primarilydueto the impairment of the property of one subsidiary accrued in the secondquarter of2020.

Other income,net was RMB20.8 million in the secondquarter of2021,compared to other expense,net of RMB25.5 million in the secondquarter of2020. The change was mainly due to debt forgiveness from creditors of the Company and early termination of lease contracts which resulted in a corresponding reversal of expenses duringthe second quarter of 2021,while a disposal loss of long-term assets of unprofitable spaces was recorded duringthe second quarter of 2020.

Net loss wasRMB156.9 million in the secondquarter of2021,compared with RMB106.6 million in the secondquarter of2020.

Adjusted net losswas RMB21.9 millionin the secondquarter of2021,compared with RMB78.9 million in the secondquarter of 2020.

Basic and diluted net loss per sharewere both RMB1.95 in the secondquarter of2021,compared with RMB1.66 in the secondquarter of2020.

Basic and diluted adjusted net loss per share[5]were both RMB0.35in the secondquarter of2021,compared with RMB1.22 in the secondquarter of2020.

Cash,cash equivalents and restricted cashwere RMB374.0 million as of June30,compared with RMB400.8 million as ofDecember 31,2020.

Business Outlook

For the third quarter of 2021,the Company expects net revenues to be in the range of RMB250 million to RMB280 million,representing a year-over-year increase of 25% to 40%. The forecasts reflect the Company's current and preliminary views on the market and its operating conditions,which are subject to change.

Recent Developments

On June 21,Ucommune announced executive and board member changes as follows.

Mr. Cheong Kwok Mun has resigned from his positions of Chairman of the Board and Chief Financial Officer for personal reasons. Mr. Cheong will remain on the Board as a director.

Dr. Daqing Mao,founder and prior board director of the Company,has been appointed to the position of Chairman of the Board.

Mr. Siyuan Wang,previously financial controller of the Company,has been promoted to the position of Chief Financial Officer.

Ms. Xin Guan has replaced Mr. Zhuangkun He as Chief Executive Officer while retaining her original position of Chief Operating Officer. Mr. He,a co-founder of Ucommune,will continue to work as an advisor for the Company with a focus on strategic planning.

Mr. Zirui Wang,previously the risk officer of risk control department for the Company,has been appointed to the position of Chief Risk Officer.

Mr. Guohang Wang has resigned from the position of Chief Strategy Officer. Ms. Xin Guan,Chief Operating Officer and newly appointed Chief Executive Officer,will assume the responsibility for the work previously assigned to Mr. Wang in this role.

[5] For a reconciliation of net loss to adjusted net income,see the "Non-GAAP Financial Measures" section and the table captioned " Ucommune International Ltd. Reconciliation of GAAP and Non-GAAP Results" below.

About Ucommune International Ltd.

Ucommune is China's leading agile office space manager and provider. Founded in 2015,Ucommune has created a large-scale intelligent agile office ecosystem covering economically vibrant regions throughout China to empower its members with flexible and cost-efficient office space solutions. Ucommune's various offline agile office space services include self-operated models,such as U Space,U Studio,and U Design,as well as asset-light models,such as U Brand and U Partner. By utilizing its expertise in the real estate and retail industries,Ucommune operates its agile office spaces with high efficiency and engages in the urban transformation of older and under-utilized buildings to redefine commercial real estate in China.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars ("US$") at specified rates solely for the convenience of the reader. Unless otherwise stated,all translations from RMB to US$ were made at the rate of RMB6.4566 to US$1.00,the exchange rate on June30,set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB,as the case may be at any particular rate or at all.

Statement Regarding Preliminary Unaudited Financial Information

The unaudited financial information set out in this earnings release is preliminary and subject to potential adjustments.Adjustments to the consolidated financial statements may be identified when audit work has been performed for the Company'syear-end audit,which could result in significant differences from this preliminary unaudited financial information.

Safe Harbor Statements

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934,as amended. 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 "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "potential," "continue," "ongoing," "targets," "guidance" and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (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. Any statements that are not historical facts,including statements about the Company'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: the Company's growth strategies; its future business development,results of operations and financial condition; its ability to understand members' needs and provide products and services to attract and retain members; its ability to maintain and enhance the recognition and reputation of its brand; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with members and business partners; trends and competition in China's agile office space market; changes in its revenues and certain cost or expense items; the expected growth of China's agile office space market; PRC governmental policies and regulations relating to the Company's business and industry,and general economic and business conditions in China and globally and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks,uncertainties,or factors is included in the Company'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 the Company undertakes no obligation to update any forward-looking statement,except as required under applicable law.

Non-GAAP Financial Measures

To supplement the Company's combined and consolidated financial statements,which are prepared and presented in accordance with U.S. GAAP,Ucommune uses the following non-GAAP financial measures for Ucommune's combined and consolidated results: EBITDA,adjusted EBITDAand adjusted net loss.The Company believes that EBITDA,adjusted EBITDA and adjusted net loss help understand and evaluate the Company's core operating performance.

EBITDA,adjusted EBITDA and adjusted net loss are presented to enhance investors' overall understanding of the Company's financial performance and should not be considered a substitute for,or superior to,the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measure to its most directly comparable GAAP financial measures. As EBITDA,adjusted EBITDA and adjusted net loss have material limitations as analytical metrics and may not be calculated in the same manner by all companies,they may not be comparable to other similarly titled measures used by other companies.

In light of the foregoing limitations,you should not consider EBITDA,adjusted EBITDA and adjusted net loss as substitutes for,net loss prepared in accordance with GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure. For more information on these non-GAAP financial measures,please see the table captioned "Ucommune InternationalLtd. Reconciliation of GAAP and Non-GAAP Results" near the end of this release.

EBITDA represents net loss before interest expense,net,provision for income taxes,depreciation of property and equipment and amortization of intangible assets.

Adjusted EBITDA represents net loss before (i) interest expense,other (expense)/income,provision for income taxes and gain/(loss) on disposal of subsidiaries and (ii)certain non-cash expenses,consisting ofshare-based compensation expense,impairment loss on long-term investments,depreciation of property and equipment,amortization of intangible assets and change in fair value of warrant liability,which we do not believe are reflective of the Company's core operating performance during the periods presented.

Adjusted net loss represents net loss before share-based compensation expense,change in fair value of warrant liability and gain/(loss) on disposal of subsidiaries.

For investor and media inquiries,please contact:

Ucommune International Ltd.

ir@ucommune.com

ICR,LLC

Robin Yang

ucommune@icrinc.com

+1 (212) 537-3847

FINANCIAL STATEMENTS

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of RMB and USD,except for number of shares)

As of December

31,2020

As of June 30,2021

RMB

RMB

USD

ASSETS

Current assets:

Cash and cash equivalents

348,064

306,136

47,414

Restricted cash

52,199

67,861

10,510

Term deposits

47,710

4,760

737

Short-term investments

5,900

10,230

1,584

Accounts receivable,net

125,359

135,483

20,984

Prepaid expenses and other current assets

163,401

178,467

27,641

Amounts due from related parties,current

24,504

22,440

3,476

Total current assets

767,137

725,377

112,346

Non-current assets:

Restricted cash

527

-

-

Long-term investments

9,051

22,407

3,470

Property and equipment,net

350,980

316,875

49,078

Right-of-use assets,net

879,348

719,568

111,447

Intangible assets,net

28,420

23,961

3,711

Goodwill

1,533,485

1,485

237,507

Rental deposit

61,170

54,454

8,431

Long-term prepaid expenses

113,271

113,176

17,529

Amounts due from related parties,non-current

297

498

77

Other assets,non-current

194,444

194,444

30,116

Total non-current assets

3,170,993

2,978,868

461,366

TOTAL ASSETS

3,938,130

3,704,245

573,712

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - continued

(Amounts in thousands of RMB and USD,2021

RMB

RMB

USD

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Short-term borrowings

49,457

74,908

11,602

Long-term borrowings,current portion

3,618

4,251

658

Note payable

12,105

14,000

2,168

Accounts payable

272,299

228,148

35,336

Accrued expenses and other current liabilities

263,997

215,656

33,401

Amounts due to related parties,current

92,737

50,901

7,884

Advance workspace membership fee

53,667

56,102

8,689

Contract liabilities

14,833

25,622

3,968

Income taxes payable

1,366

706

109

Deferred subsidy income

9,562

8,570

1,327

Lease liabilities,current

365,049

329,096

50,970

Total current liabilities

1,138,690

1,007,960

156,112

Non-current liabilities:

Long-term borrowings

15,242

12,800

1,982

Refundable deposits from members,non-current

16,477

21,095

3,267

Deferred tax liabilities

1,543

1,101

171

Lease liabilities,non-current

580,562

448,329

69,437

Warrant liability

-

38,356

5,940

Total non-current liabilities

613,824

521,681

80,797

TOTAL LIABILITIES

1,752,514

1,529,641

236,909

SHAREHOLDERS' EQUITY

Class A ordinary shares (400,000,000 and 400,000 authorized,

70,999,436 and 75,937,707 issued and outstanding as of December

31,2020 and June 30,with par value of US$0.0001 and

US$0.0001,respectively)

49

53

8

Class B ordinary shares (100,000 and 100,

9,452,407 and 9,407 issued and outstanding as of December 31,

2020 and June 30,respectively)

6

6

1

Additional paid-in capital

4,230,656

4,514,147

699,152

Statutory reserves

5,065

5,065

784

Accumulated deficit

(2,240,205)

(2,538,327)

(393,137)

Accumulated other comprehensive income

4,742

2,709

420

Total Ucommune International Ltd.

shareholders' equity

2,313

1,983,653

307,228

Noncontrolling interests

185,303

190,951

29,575

TOTAL EQUITY

2,185,616

2,174,604

336,803

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

3,130

3,245

573,712

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of RMB and USD,except for number of shares and per share data)

For the ThreeMonths

Ended June30,

For the Six Months

Ended June 30,

2020

2021

2021

2020

2021

2021

RMB

RMB

USD

RMB

RMB

USD

Revenue:

Workspace membership revenue

109,370

95,412

14,777

239,004

185,079

28,665

Marketing and branding service revenue

69,714

126,049

19,523

126,480

238,692

36,969

Other service revenue

14,941

39,192

6,070

33,083

77,264

11,967

Total revenue

194,025

260,653

40,370

398,567

501,035

77,601

Cost of revenue:

Workspace membership

(131,835)

(113,616)

(17,597)

(300,909)

(244,817)

(37,917)

Marketing and branding service

(68,587)

(121,403)

(18,803)

(117,612)

(228,266)

(35,354)

Other services

(19,017)

(28,722)

(4,448)

(28,496)

(57,027)

(8,832)

Total cost of revenue

(219,439)

(263,741)

(40,848)

(447,017)

(530,110)

(82,103)

Operating expenses:

Impairment loss on long-lived assets

(31,178)

(447)

(69)

(33,462)

(9,742)

(1,509)

Sales and marketing expenses

(5,117)

(15,166)

(2,349)

(16,873)

(28,141)

(4,358)

General and administrative expenses

(20,863)

(136,811)

(21,189)

(40,618)

(227,892)

(35,296)

Change in fair value of warrant liability

-

(22,358)

(3,463)

-

(20,181)

(3,126)

Loss from operations

(82,572)

(177,870)

(27,548)

(139,403)

(315,031)

(48,791)

Interest expense,net

(5,278)

(61)

(9)

(7,085)

(664)

(103)

Subsidy income

3,735

919

142

6,578

2,623

406

Impairment loss on long-term investments

-

-

-

-

(461)

(71)

Gain/(loss) on disposal of subsidiaries

3,551

-

-

3,018

(950)

(147)

Other (expense)/income,net

(25,509)

20,756

3,215

(51,647)

31,855

4,934

Loss before income taxes and loss from equity

method investments

(106,073)

(156,256)

(24,200)

(188,539)

(282,628)

(43,772)

Provision for income taxes

(683)

(613)

(95)

(1,085)

(1,082)

(168)

Gain/(loss) from equity method investments

180

(32)

(5)

144

(27)

(4)

Net loss

(106,576)

(156,901)

(24,300)

(189,480)

(283,737)

(43,944)

Less: Net(loss)/income attributable to noncontrolling

interests

(2,388)

7,790

1,207

(3,225)

14,385

2,228

Net loss attributable to Ucommune International Ltd.

(104,188)

(164,691)

(25,507)

(186,255)

(298,122)

(46,172)

Net loss per share attributable to ordinary shareholders

of Ucommune International Ltd.

- Basic

(1.66)

(1.95)

(0.30)

(2.97)

(3.53)

(0.55)

- Diluted

(1.66)

(1.95)

(0.30)

(2.97)

(3.53)

(0.55)

Weighted average shares used in calculating net loss per

share

- Basic

62,811,339

84,517,049

62,049

- Diluted

62,049

UCOMMUNE INTERNATIONAL LTD.

UNAUDITED CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of RMB and USD,except for number of shares and per share data)

For the ThreeMonths

Ended June30,

2020

2021

2021

2020

2021

2021

RMB

RMB

USD

RMB

RMB

USD

Net loss

(106,576)

(156,901)

(24,300)

(189,480)

(283,737)

(43,944)

Other comprehensive loss,net of tax

-

-

-

-

-

-

Foreign currency translation adjustments

(4,404)

(5,298)

(821)

1,052

(2,033)

(315)

Total Comprehensive loss

(110,980)

(162,199)

(25,121)

(188,428)

(285,770)

(44,259)

Less: Comprehensive loss attributable to noncontrolling

interest

(2,119)

8,191

1,269

(3,214)

14,228

Comprehensive loss attributable to Ucommune

International Ltd.'s shareholders

(108,861)

(170,390)

(26,390)

(185,214)

(300,155)

(46,487)

UCOMMUNE INTERNATIONAL LTD.

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(Amounts in thousands of RMB and USD,except for number of shares and per share data)

The following table sets forth a reconciliation of net lossto EBITDA and adjusted EBITDA for the periods indicated:

For the ThreeMonths

Ended June30,

For the Six Months

Ended June 30,

2020

2021

2021

2020

2021

2021

RMB

RMB

USD

RMB

RMB

USD

Net loss

(106,944)

Interest expense,net

5,278

61

9

7,085

664

103

Provision for income taxes

683

613

95

1,085

1,082

168

Depreciation of property and equipment

6,485

17,719

2,744

24,764

39,125

6,060

Amortization of intangible assets

2,518

2,291

355

4,932

4,657

721

EBITDA (non-GAAP)

(91,612)

(136,217)

(21,097)

(151,614)

(238,209)

(36,892)

Share-based compensation expense

-

112,225

17,381

-

183,817

28,470

Impairment loss on long-lived assets

31,178

447

69

33,462

9,742

1,509

Change in fair value of warrant liability

-

22,358

3,463

-

20,181

3,126

Impairment loss on long-term investments

-

-

-

-

461

71

Gain/(loss) on disposal of subsidiaries

(3,551)

-

-

(3,018)

950

147

Otherexpense/(income),net

25,509

(20,756)

(3,215)

51,647

(31,855)

(4,934)

Adjusted EBITDA (non-GAAP)

(38,476)

(21,943)

(3,399)

(69,523)

(54,913)

(8,503)

The table below sets forth a reconciliation of net loss to adjusted net loss for the periods indicated:

For the ThreeMonths

Ended June30,944)

Share-based compensation expense

-

112,018)

950

147

Adjusted net loss (non-GAAP)

(78,949)

(21,871)

(3,387)

(159,036)

(68,586)

(10,621)