SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2018

 

Commission File Number: 001-35942

 

LightInTheBox Holding Co., Ltd.

 

Tower 2, Area D, Diantong Square

No. 7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F     x  Form 40-F     o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):     o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes    o No    x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

THIS REPORT ON FORM 6-K (OTHER THAN THE SECTION OF EXHIBIT 99.1 HERETO ENTITLED “BUSINESS OUTLOOK”) SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-212007) OF LIGHTINTHEBOX HOLDING CO., LTD. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 

TABLE OF CONTENTS

 

Exhibits

 

Exhibit 99.1 — LightInTheBox Holding Co., Ltd. Reports Second Quarter 2018 Financial Results

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LIGHTINTHEBOX HOLDING CO., LTD.
	By:	/s/ Zhiping Qi
	Name:	Zhiping Qi
	Title:	Chief Executive Officer

 

 

Date: September 21, 2018

 

3

Exhibit 99.1

 

LightInTheBox Reports Second Quarter 2018 Financial Results

 

Beijing, China, September 20, 2018 - LightInTheBox Holding Co., Ltd. (NYSE: LITB) (“LightInTheBox” or the “Company”), a global online retail company that delivers products directly to consumers around the world, today announced its unaudited financial results for the second quarter of 2018.

 

Second Quarter 2018 Financial Results

 

Net revenues decreased 29.4% year-over-year to $55.4 million from $78.5 million in the same quarter of 2017. Net revenues from product sales were $52.0 million, compared with $73.7 million in the same quarter of 2017. Net revenues from service and others were $3.4 million, compared with $4.8 million in the same quarter of 2017. As a percentage of net revenues, service and others accounted for 6.1% during the second quarter of 2018.

 

Total orders of product sales were 0.9 million during the second quarter of 2018, compared with 1.7 million in the same quarter of 2017. Total number of customers for product sales was 0.7 million for the second quarter of 2018, compared with 1.4 million in the same quarter of 2017.

 

Product sales in the apparel category were $18.7 million for the second quarter of 2018, compared with $27.0 million in the same quarter of 2017. As a percentage of product sales, apparel revenues accounted for 36.0% for the second quarter of 2018, compared with 36.6% in the same quarter of 2017. Product sales from other general merchandise were $33.3 million for the second quarter of 2018.

 

Product sales in Europe were $24.9 million for the second quarter of 2018, compared with $37.4 million in the same quarter of 2017, representing 47.8% of total product sales for the second quarter of 2018. Product sales in North America were $10.6 million, compared with $19.2 million in the same quarter of 2017, representing 20.4% of total product sales for the second quarter of 2018. Product sales in Gulf Cooperation Council (“GCC”) countries were $3.3 million for the second quarter of 2018, compared with $0.3 million in the same quarter of 2017, representing 6.4% of total product sales for the second quarter of 2018, while product sales in other countries were $13.2 million, representing 25.4% of total product sales for the same quarter.

 

Total cost of revenues was $41.4 million in the second quarter of 2018, compared with $50.9 million in the same period of 2017. Cost for product sales was $38.2 million in the second quarter of 2018, compared with $46.2 million in the same period of 2017. Cost for service and others was $3.2 million in the second quarter of 2018, compared with $4.7 million in the same period of 2017.

 

Gross profit for the second quarter of 2018 was $14.0 million, compared with $27.6 million in the same period of 2017. Gross margin was 25.4% in the second quarter of 2018, compared with 35.2% in the same quarter of 2017.

 

Total operating expenses in the second quarter of 2018 were $23.7 million, compared with $29.6 million in the same quarter of 2017.

 

 

·             Fulfillment expenses in the second quarter of 2018 were $3.7 million, compared with $4.3 million in the same quarter of 2017. As a percentage of total net revenues, fulfillment expenses were 6.7% for the second quarter of 2018, compared to 5.5% in the same quarter of 2017 and 6.4% in the first quarter of 2018.

 

·             Selling and marketing expenses in the second quarter of 2018 were $11.3 million, compared with $18.1 million in the same quarter of 2017. As a percentage of total net revenues, selling and marketing expenses were 20.4% for the second quarter of 2018, compared to 23.1% in the same quarter of 2017 and 23.0% in the first quarter of 2018.

 

·             General and administrative (G&A) expenses in the second quarter of 2018 were $8.7 million, compared with $7.2 million in the same quarter of 2017. As a percentage of total net revenues, G&A expenses were 15.7% for the second quarter of 2018, compared with 9.1% in the same quarter of 2017 and 11.4% in the first quarter of 2018. G&A expenses in the second quarter of 2018 included $2.8 million in technology investments, compared with $2.7 million in the same quarter of 2017.

 

Loss from operations was $9.7 million in the second quarter of 2018, compared with a loss from operations of $2.0 million in the same quarter of 2017.

 

Net loss was $9.5 million in the second quarter of 2018, compared with a net loss of $1.8 million in the same quarter of 2017.

 

Net loss per American Depository Share (“ADS”) was $0.14 in the second quarter of 2018, compared with net loss per ADS of $0.03 in the same quarter of 2017. Each ADS represents two ordinary shares.

 

For the second quarter of 2018, the Company’s weighted average number of ADSs used in computing the loss per ADS was 66,646,520.

 

As of June 30, 2018, the Company had cash and cash equivalents and restricted cash of $41.7 million, compared with $54.6 million as of March 31, 2018.

 

Share Repurchase Program

 

On June 15, 2017, the Company announced the extension of its existing share repurchase program for an additional twelve month period from June 15, 2017 through June 14, 2018 to continue to repurchase up to the remaining balance of the $10 million of its American Depositary Shares (“ADSs”). As of June 30, 2018, the Company had repurchased a total of $7.2 million of its ADSs.

 

 

Conference Call

 

The Company will hold a conference call at 8:00 a.m. Eastern Time on Thursday, September 20, 2018 to discuss its financial results and operating performance for the second quarter 2018. To participate in the call, please dial the following numbers:

 

US Toll Free:	1-866-519-4004
Hong Kong Toll Free:	800-906-601
Mainland China:	400-620-8038
International:	+65-6713 5090
Passcode:	1091553

 

A telephone replay will be available two hours after the conclusion of the conference call through September 27, 2018. The dial-in details are:

 

US:	+1-646-254-3697
Hong Kong:	+852-3051-2780
International:	61-2-8199-0299
Passcode:	1091553

 

A live and archived webcast of the conference call will be available on the Company’s Investor Relations website at http://ir.lightinthebox.com.

 

About LightInTheBox Holding Co., Ltd.

 

LightInTheBox is a global online retail company that delivers products directly to consumers around the world. The Company offers customers a convenient way to shop for a wide selection of products at attractive prices through its www.lightinthebox.com, www.miniinthebox.com and other websites and mobile applications, which are available in 23 major languages and cover more than 80% of global Internet users.

 

For more information, please visit www.lightinthebox.com.

 

Investor Relations Contact

 

Christensen

Ms. Xiaoyan Su

Tel: +86 (10) 5900 3429

Email: ir@lightinthebox.com

 

OR

 

Christensen

Ms. Linda Bergkamp

Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com

 

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets” and similar statements. Among other things, statements that are not historical facts, including statements about LightInTheBox’s beliefs and expectations, the business outlook and quotations from management in this announcement, as well as LightInTheBox’s strategic and operational plans, are or contain forward-looking statements. LightInTheBox may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties.  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: LightInTheBox’s goals and strategies; LightInTheBox’s future business development, results of operations and financial condition; the expected growth of the global online retail market; LightInTheBox’s ability to attract customers and further enhance customer experience and product offerings; LightInTheBox’s ability to strengthen its supply chain efficiency and optimize its logistics network; LightInTheBox’s expectations regarding demand for and market acceptance of its products; competition; fluctuations in general economic and business conditions and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in LightInTheBox’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 LightInTheBox does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Balance Sheets

(U.S. dollar in thousands)

 

		As of December 31,		As of June 30,
		2017		2018
ASSETS
Current Assets
Cash and cash equivalents		68,441		40,787
Restricted cash		1,573		876
Accounts receivable		3,433		2,343
Inventories, net		11,841		11,887
Prepaid expenses and other current assets		15,696		14,519
Total current assets		100,984		70,412
Property and equipment, net		920		920
Acquired intangible assets, net		210		210
Goodwill		690		690
Long-term rental deposit		671		671
Long-term investment		5,262		5,320
TOTAL ASSETS		108,737		78,223
LIABILITIES
Current Liabilities
Accounts payable		22,430		12,519
Advance from customers		10,110		10,014
Accrued expenses and other current liabilities		20,727		20,058
Total current liabilities		53,267		42,591
TOTAL LIABILITIES		53,267		42,591
EQUITY
Ordinary shares		11		11
Treasury shares, at cost		(23,907	)	(27,261	)
Additional paid-in capital		238,851		239,883
Accumulated deficit		(159,286	)	(176,681	)
Accumulated other comprehensive loss		(199	)	(320	)
TOTAL EQUITY		55,470		35,632
TOTAL LIABILITIES AND EQUITY		108,737		78,223

 

 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Statements of Operations

(U.S. dollar in thousands, except share data and per share data)

 

		Three-month Period Ended				Six-month Period Ended
		June 30,		June 30,		June 30,		June 30,
		2017		2018		2017		2018
Net revenues
Product sales		73,652		52,064		138,428		118,032
Services and others		4,840		3,379		12,765		7,465
Total net revenues		78,492		55,443		151,193		125,497
Cost of revenues
Product sales		(46,173	)	(38,160	)	(87,205	)	(84,050	)
Services and others		(4,699	)	(3,210	)	(12,157	)	(6,888	)
Total cost of revenues		(50,872	)	(41,370	)	(99,362	)	(90,938	)
Gross profit		27,620		14,073		51,831		34,559
Operating expenses
Fulfillment		(4,347	)	(3,700	)	(8,095	)	(8,180	)
Selling and marketing		(18,091	)	(11,318	)	(33,296	)	(27,396	)
General and administrative		(7,180	)	(8,711	)	(15,014	)	(16,710	)
Total operating expenses		(29,618	)	(23,729	)	(56,405	)	(52,286	)
Loss from operations		(1,998	)	(9,656	)	(4,574	)	(17,727	)
Exchange (loss) gain on offshore bank accounts		(22	)	14		(34	)	(43	)
Interest income		190		9		335		227
Loss before income taxes		(1,830	)	(9,633	)	(4,273	)	(17,543	)
Income taxes expenses		(13	)	(1	)	(21	)	(3	)
Gain from equity method investments		38		92		94		151
Net loss		(1,805	)	(9,542	)	(4,200	)	(17,395	)
Weighted average numbers of shares used in calculating loss per ordinary share
—Basic		137,717,629		133,293,041		137,736,836		133,679,564
—Diluted		137,717,629		133,293,041		137,736,836		133,679,564
Net loss per ordinary share
—Basic		(0.01	)	(0.07	)	(0.03	)	(0.13	)
—Diluted		(0.01	)	(0.07	)	(0.03	)	(0.13	)
Net loss per ADS (2 ordinary shares equal to 1 ADS)
—Basic		(0.03	)	(0.14	)	(0.06	)	(0.26	)
—Diluted		(0.03	)	(0.14	)	(0.06	)	(0.26	)

 

 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

(U.S. dollar in thousands)

 

		Three-month Period Ended				Six-month Period Ended
		June 30,		June 30,		June 30,		June 30,
		2017		2018		2017		2018
Net loss		(1,805	)	(9,542	)	(4,200	)	(17,395	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		194		153		425		305
Share-based compensation		515		514		1,013		1,019
Inventory write-down		568		793		906		1,190
Exchange loss (gain) on offshore bank accounts		22		(14	)	34		43
Gain from equity method investments		(38	)	(92	)	(94	)	(151	)
Changes in operating assets and liabilities
Accounts receivable		115		972		357		1,025
Inventories		(692	)	1,217		(34	)	(1,239	)
Prepaid expenses and other current assets		(1,645	)	3,014		(3,410	)	1,170
Accounts payable		(387	)	(6,918	)	(5,325	)	(9,905	)
Advance from customers		738		(1,410	)	3,998		(98	)
Accrued expense and other current liabilities		541		(930	)	(1,192	)	(554	)
Long-term rental deposit		2		(6	)	(9	)	(6	)
Net cash used in operating activities		(1,872	)	(12,249	)	(7,531	)	(24,596	)
Cash flows from investing activities
Payment for long-term investment		(2,950	)	—		(2,950	)	—
Purchase of property and equipment		(140	)	(17	)	(251	)	(312	)
Net cash used in investing activities[1]		(3,090	)	(17	)	(3,201	)	(312	)
Cash flows from financing activities
Proceeds from exercise of share options		23		13		23		13
Repurchase of ordinary shares		(344	)	(421	)	(580	)	(3,355	)
Net cash used in financing activities		(321	)	(408	)	(557	)	(3,342	)
Effect of exchange rate changes on cash and cash equivalents		113		(275	)	130		(101	)
Cash, cash equivalents and restricted cash beginning of period		85,087		54,612		91,076		70,014
Cash, cash equivalents and restricted cash end of period		79,917		41,663		79,917		41,663
Supplemental Cash Flow Data
Reconciliation of cash and cash equivalents to consolidated statements of cash flows:
Cash and cash equivalents as presented in consolidated balance sheets		78,439		40,787		78,439		40,787
Restricted cash and restricted cash equivalents as presented in consolidated balance sheets		1,478		876		1,478		876
Cash, cash equivalents and restricted cash as presented in consolidated statements of cash flows		79,917		41,663		79,917		41,663

 

[1] Note: As a result of new accounting standard adopted on January 1, 2018, the consolidated statements of cash flows were retrospectively adjusted to include restricted cash in cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The impact of the retrospective reclassification on cash flows of investing activities for the three-months and six-months ended June 30, 2017 was an increase of $189 thousand and  a decrease of $80 thousand, respectively.The impact of cash flows of investing activities for the three-months and six-months ended June 30, 2018 was a decrease of $506 thousand and a decrease of $698 thousand, respectively.