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 December 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 AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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 Third 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/ Jian He

 

Name:

Jian He

 

Title:

Chief Executive Officer

 

 

Date: December 18, 2018

 

3


Exhibit 99.1

 

LightInTheBox Reports Third Quarter 2018 Financial Results

 

Beijing, China, December 14, 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 third quarter of 2018.

 

Third Quarter 2018 Financial Results

 

Net revenues decreased 42.3% year-over-year to $44.5 million from $77.1 million in the same quarter of 2017. Net revenues from product sales were $42.9 million, compared with $72.4 million in the same quarter of 2017. Net revenues from service and others were $1.6 million, compared with $4.7 million in the same quarter of 2017. As a percentage of net revenues, service and others accounted for 3.6% during the third quarter of 2018.

 

Total orders of product sales were 0.8 million during the third 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 third quarter of 2018, compared with 1.3 million in the same quarter of 2017.

 

Product sales in the apparel category were $14.4 million for the third quarter of 2018, compared with $25.7 million in the same quarter of 2017. As a percentage of product sales, apparel revenues accounted for 33.6% for the third quarter of 2018, compared with 35.5% in the same quarter of 2017. Product sales from other general merchandise were $28.5 million for the third quarter of 2018.

 

Product sales in Europe were $21.2 million for the third quarter of 2018, compared with $38.4 million in the same quarter of 2017, representing 49.4% of total product sales for the third quarter of 2018. Product sales in North America were $10.9 million, compared with $17.7 million in the same quarter of 2017, representing 25.4% of total product sales for the third quarter of 2018. Product sales in Gulf Cooperation Council (“GCC”) countries were $2.6 million for the third quarter of 2018, compared with $0.3 million in the same quarter of 2017, representing 6.1% of total product sales for the third quarter of 2018, while product sales in other countries were $8.2 million, representing 19.1% of total product sales for the same quarter.

 

Total cost of revenues was $37.8 million in the third quarter of 2018, compared with $50.5 million in the same period of 2017. Cost for product sales was $36.4 million in the third quarter of 2018, compared with $46.0 million in the same period of 2017. Cost for service and others was $1.4 million in the third quarter of 2018, compared with $4.5 million in the same period of 2017.

 

Gross profit for the third quarter of 2018 was $6.7 million, compared with $26.6 million in the same period of 2017. Gross margin was 15.1% in the third quarter of 2018, compared with 34.5% in the same quarter of 2017.

 

Total operating expenses in the third quarter of 2018 were $24.8 million, compared with $28.6 million in the same quarter of 2017.

 


 

·             Fulfillment expenses in the third quarter of 2018 were $3.4 million, compared with $4.2 million in the same quarter of 2017. As a percentage of total net revenues, fulfillment expenses were 7.6% for the third quarter of 2018, compared to 5.4% in the same quarter of 2017 and 6.7% in the second quarter of 2018.

 

·             Selling and marketing expenses in the third quarter of 2018 were $11.3 million, compared with $17.8 million in the same quarter of 2017. As a percentage of total net revenues, selling and marketing expenses were 25.4% for the third quarter of 2018, compared to 23.1% in the same quarter of 2017 and 20.4% in the second quarter of 2018.

 

·             General and administrative (G&A) expenses in the third quarter of 2018 were $10.1 million, compared with $6.6 million in the same quarter of 2017. As a percentage of total net revenues, G&A expenses were 22.7% for the third quarter of 2018, compared with 8.6% in the same quarter of 2017 and 15.7% in the second quarter of 2018. G&A expenses in the third quarter of 2018 included $2.5 million in technology investments, compared with $2.5 million in the same quarter of 2017.

 

Loss from operations was $18.1 million in the third quarter of 2018, compared with a loss from operations of $2.0 million in the same quarter of 2017.

 

Net loss was $17.8 million in the third 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 $0.27 in the third 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 third quarter of 2018, the Company’s weighted average number of ADSs used in computing the loss per ADS was 66,639,467.

 

As of September 30, 2018, the Company had cash and cash equivalents and restricted cash of $38.3 million, compared with $41.7 million as of June 30, 2018.

 

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 September 30,

 

 

 

2017

 

2018

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

68,441

 

37,506

 

Restricted cash

 

1,573

 

825

 

Accounts receivable

 

3,433

 

1,557

 

Inventories, net

 

11,841

 

5,267

 

Prepaid expenses and other current assets

 

15,696

 

9,843

 

Total current assets

 

100,984

 

54,998

 

Property and equipment, net

 

920

 

780

 

Acquired intangible assets, net

 

210

 

210

 

Goodwill

 

690

 

690

 

Long-term rental deposit

 

671

 

662

 

Long-term investment

 

5,262

 

5,171

 

TOTAL ASSETS

 

108,737

 

62,511

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

22,430

 

14,907

 

Advance from customers

 

10,110

 

10,186

 

Accrued expenses and other current liabilities

 

20,727

 

19,299

 

Total current liabilities

 

53,267

 

44,392

 

TOTAL LIABILITIES

 

53,267

 

44,392

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Ordinary shares

 

11

 

11

 

Treasury shares, at cost

 

(23,907

)

(27,261

)

Additional paid-in capital

 

238,851

 

240,415

 

Accumulated deficit

 

(159,286

)

(194,491

)

Accumulated other comprehensive loss

 

(199

)

(555

)

TOTAL EQUITY

 

55,470

 

18,119

 

TOTAL LIABILITIES AND EQUITY

 

108,737

 

62,511

 

 


 

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

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2018

 

Net revenues

 

 

 

 

 

Product sales

 

72,383

 

42,910

 

Services and others

 

4,694

 

1,593

 

Total net revenues

 

77,077

 

44,503

 

Cost of revenues

 

 

 

 

 

Product sales

 

(45,946

)

(36,336

)

Services and others

 

(4,513

)

(1,442

)

Total cost of revenues

 

(50,459

)

(37,778

)

Gross profit

 

26,618

 

6,725

 

Operating expenses

 

 

 

 

 

Fulfillment

 

(4,168

)

(3,400

)

Selling and marketing

 

(17,839

)

(11,316

)

General and administrative

 

(6,613

)

(10,087

)

Total operating expenses

 

(28,620

)

(24,803

)

Loss from operations

 

(2,002

)

(18,078

)

Exchange (loss) gain on offshore bank accounts

 

(9

)

20

 

Interest income

 

176

 

205

 

Loss before income taxes

 

(1,835

)

(17,853

)

Income taxes expenses

 

(9

)

(3

)

Gain from equity method investments

 

35

 

46

 

Net loss

 

(1,809

)

(17,810

)

 

 

 

 

 

 

Weighted average numbers of shares used in calculating loss per ordinary share

 

 

 

 

 

—Basic

 

137,634,221

 

133,278,934

 

—Diluted

 

137,634,221

 

133,278,934

 

 

 

 

 

 

 

Net loss per ordinary share

 

 

 

 

 

—Basic

 

(0.01

)

(0.13

)

—Diluted

 

(0.01

)

(0.13

)

 

 

 

 

 

 

Net loss per ADS (2 ordinary shares equal to 1 ADS)

 

 

 

 

 

—Basic

 

(0.03

)

(0.27

)

—Diluted

 

(0.03

)

(0.27

)

 


 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

(U.S. dollar in thousands)

 

 

 

Three-month Period Ended

 

 

 

September 30,

 

September 30,

 

 

 

2017

 

2018

 

Net loss

 

(1,809

)

(17,810

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Depreciation and amortization

 

174

 

133

 

Share-based compensation

 

441

 

532

 

Bad debt expense

 

 

533

 

Inventory write-down

 

701

 

666

 

Exchange loss (gain) on offshore bank accounts

 

9

 

(20

)

Gain from equity method investments

 

(35

)

(46

)

Changes in operating assets and liabilities

 

 

 

 

 

Accounts receivable

 

(187

)

718

 

Inventories

 

(2,314

)

5,940

 

Prepaid expenses and other current assets

 

(2,247

)

4,123

 

Accounts payable

 

(2,284

)

2,402

 

Advance from customers

 

(83

)

173

 

Accrued expense and other current liabilities

 

(785

)

(480

)

Long-term rental deposit

 

(15

)

(3

)

Net cash used in operating activities

 

(8,434

)

(3,139

)

Cash flows from investing activities

 

 

 

 

 

Purchase of property and equipment

 

(67

)

(16

)

Net cash used in investing activities1

 

(67

)

(16

)

Cash flows from financing activities

 

 

 

 

 

Repurchase of ordinary shares

 

(451

)

 

Net cash used in financing activities

 

(451

)

 

Effect of exchange rate changes on cash and cash equivalents

 

102

 

(177

)

Cash, cash equivalents and restricted cash beginning of period

 

79,917

 

41,663

 

Cash, cash equivalents and restricted cash end of period

 

71,067

 

38,331

 

 

 

 

 

 

 

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

 

69,630

 

37,506

 

Restricted cash and restricted cash equivalents as presented in consolidated balance sheets

 

1,437

 

825

 

Cash, cash equivalents and restricted cash as presented in consolidated statements of cash flows

 

71,067

 

38,331

 

 


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 ended Sep 30, 2017 was a decrease of $41 thousand. The impact of cash flows of investing activities for the three-months ended Sep 30, 2018 was a decrease of $51 thousand.