UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2019

 

 

Commission File Number: 001-35454

 

 

Vipshop Holdings Limited

 

No. 20 Huahai Street

Liwan District, Guangzhou 510370

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 of 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

 

 

 

SIGNATURES

 

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.

 

	Vipshop Holdings Limited
	By	:	/s/ Donghao Yang
	Name:	:	Donghao Yang
	Title:	:	Chief Financial Officer

 

Date: August 15, 2019

 

2

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release — Vipshop Reports Unaudited Second Quarter 2019 Financial Results

 

3

Exhibit 99.1

 

 

Vipshop Reports Unaudited Second Quarter 2019 Financial Results

 

Conference Call to Be Held at 8:00 A.M. U.S. Eastern Time on August 15, 2019

 

Guangzhou, China, August 14, 2019 — Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the second quarter ended June 30, 2019.

 

Second Quarter 2019 Highlights

 

·                  Total net revenue for the second quarter of 2019 increased by 9.7% year over year to RMB22.7 billion (US$3.3 billion) from RMB20.7 billion in the prior year period.

 

·                  GMV1 for the second quarter of 2019 increased by 11% year over year to RMB35.1 billion from RMB31.6 billion in the prior year period.

 

·                  Gross profit for the second quarter of 2019 increased by 25.9% year over year to RMB5.1 billion (US$741.3 million) from RMB4.0 billion in the prior year period.

 

·                  Net income attributable to Vipshop’s shareholders for the second quarter of 2019 increased by 19.3% year over year to RMB813.5 million (US$118.5 million) from RMB681.6 million in the prior year period.

 

·                  Non-GAAP net income attributable to Vipshop’s shareholders2 for the second quarter of 2019 increased by 84.2% year over year to RMB1.1 billion (US$154.8 million) from RMB576.9 million in the prior year period.

 

·                  The number of active customers3 for the second quarter of 2019 increased by 11% year over year to 33.1 million from 29.8 million in the prior year period.

 

·                  Total orders4 for the second quarter of 2019 increased by 33% year over year to 147.8 million from 111.3 million in the prior year period.

 

1  “Gross merchandise value (GMV)” is defined as the total Renminbi value of all products and services sold through the Company’s online sales business, online marketplace platform, and offline stores during the relevant period, including through the Company’s websites and mobile apps, third-party websites and mobile apps, as well as Vipshop offline stores and Vipmaxx offline stores that were fulfilled by either the Company or its third-party merchants, regardless of whether or not the goods were delivered or returned. GMV includes shipping charges paid by buyers to sellers. For prudent considerations, the Company does not consider products or services to be sold if the relevant orders were placed and canceled pre-shipment and only included orders that left the Company’s or other third-party vendors’ warehouses.

2  Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from business acquisitions and equity method investments, (iii) tax effect of amortization of intangible assets resulting from business acquisitions, (iv) investment gain and revaluation of investments excluding dividends, (v) tax effect of investment gain and revaluation of investments excluding dividends, and (vi) share of gain in investment of limited partnership that is accounted for as an equity method investee.

3  “Active customers” is defined as registered members who have purchased from the Company or the Company’s online marketplace platforms at least once during the relevant period.

 

1

 

Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We are delighted to have finished the second quarter of 2019 with strong operational and financial results. During the quarter, we continued to demonstrate healthy growth momentum in our total active customers, which increased by 11% year over year. In addition, we recently announced our strategic acquisition of Shan Shan Outlets, aiming to further enhance our ecosystem and explore opportunities in online-and-offline integration. Since we refocused on discount apparel and our profitability, we have seen substantial improvement in our financial results and key operating metrics, proving our strategy is very effective. We remain committed to executing on our merchandising strategy and further expanding our market share in China’s discount apparel sector. We are confident that we can continue to deliver steady profitability improvement in the future.”

 

Mr. Donghao Yang, Chief Financial Officer of Vipshop, further commented, “We delivered solid financial results this quarter with a substantial improvement in our bottom-line both sequentially and on a year-over-year basis. Additionally, we generated robust free cash flow of RMB1.2 billion during the quarter, which increased by RMB2.2 billion from the prior year period. We continue to focus on our merchandising strategy, particularly in apparel—related categories, in which the GMV grew by 19% year over year in this quarter. The focus on the high margin apparel category has and will enable us to deliver continuous improvement in our gross margin and overall profitability. Going forward, we will continue to closely monitor the return on investment from all our businesses, especially that of our investment in offline stores. We aim to achieve balanced top- and bottom-line growth and are committed to delivering long-term, sustainable shareholder return.”

 

Second Quarter 2019 Financial Results

 

REVENUE

 

Total net revenue for the second quarter of 2019 increased by 9.7% year over year to RMB22.7 billion (US$3.3 billion) from RMB20.7 billion in the prior year period, primarily driven by the growth in the number of total active customers.

 

GROSS PROFIT

 

Gross profit for the second quarter of 2019 increased by 25.9% year over year to RMB5.1 billion (US$741.3 million) from RMB4.0 billion in the prior year period. Gross margin for the second quarter of 2019 increased to 22.4% from 19.5% in the prior year period.

 

OPERATING EXPENSES

 

Total operating expenses for the second quarter of 2019 were RMB4.2 billion (US$612.5 million), as compared with RMB3.9 billion in the prior year period. As a percentage of total net revenue, total operating expenses for the second quarter of 2019 decreased to 18.5% from 18.9% in the prior year period.

 

4  “Total orders” is defined as the total number of orders placed during the relevant period, including the orders for products and services sold through the Company’s online sales business and the Company’s online marketplace platforms, net of orders returned.

 

2

 

·                   Fulfillment expenses for the second quarter of 2019 were RMB2.2 billion (US$320.3 million), as compared with RMB1.9 billion in the prior year period. As a percentage of total net revenue, fulfillment expenses for the second quarter of 2019 were 9.7%, as compared with 9.1% in the prior year period, primarily attributable to a write-down of RMB275.5 million related to the Zhaoqing warehouse due to land subsidence during construction. Excluding the write-down, fulfillment expenses as a percentage of total net revenue for the quarter were 8.5%.

 

·                      Marketing expenses for the second quarter of 2019 decreased to RMB877.6 million (US$127.8 million) from RMB899.6 million in the prior year period. As a percentage of total net revenue, marketing expenses for the second quarter of 2019 decreased to 3.9% from 4.3% in the prior year period.

 

·                      Technology and content expenses for the second quarter of 2019 decreased to RMB422.3 million (US$61.5 million) from RMB510.6 million in the prior year period. As a percentage of total net revenue, technology and content expenses for the second quarter of 2019 decreased to 1.9% from 2.5% in the prior year period.

 

·                      General and administrative expenses for the second quarter of 2019 were RMB706.3 million (US$102.9 million), as compared with RMB615.2 million in the prior year period. As a percentage of total net revenue, general and administrative expenses for the second quarter of 2019 were 3.1%, as compared with 3.0% in the prior year period.

 

INCOME FROM OPERATIONS

 

Income from operations for the second quarter of 2019 increased by 141.2% year over year to RMB965.4 million (US$140.6 million) from RMB400.3 million in the prior year period. Operating margin for the second quarter of 2019 increased to 4.2% from 1.9% in the prior year period.

 

Non-GAAP income from operations5for the second quarter of 2019, which excludes share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, increased by 97.6% year over year to RMB1.2 billion (US$171.2 million) from RMB594.8 million in the prior year period. Non-GAAP operating income margin6 for the second quarter of 2019 increased to 5.2% from 2.9% in the prior year period.

 

NET INCOME

 

Net income attributable to Vipshop’s shareholders for the second quarter of 2019 increased by 19.3% year over year to RMB813.5 million (US$118.5 million) from RMB681.6 million in the prior year period. Net margin attributable to Vipshop’s shareholders for the second quarter of 2019 increased to 3.6% from 3.3% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS7 for the second quarter of 2019 increased to RMB1.21 (US$0.18) from RMB0.99 in the prior year period.

 

5  Non-GAAP income from operations is a non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions.

6  Non-GAAP operating income margin is a non-GAAP financial measure, which is defined as non-GAAP income from operations as a percentage of total net revenues.

7  “ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.

 

3

 

Non-GAAP net income attributable to Vipshop’s shareholders for the second quarter of 2019, which excludes (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from business acquisitions and equity method investments, (iii) tax effect of amortization of intangible assets resulting from business acquisitions, (iv) investment gain and revaluation of investments excluding dividends, (v) tax effect of investment gain and revaluation of investments excluding dividends, and (vi) share of gain in investment of limited partnership that is accounted for as an equity method investee, increased by 84.2% year over year to RMB1.1 billion (US$154.8 million) from RMB576.9 million in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders8 for the second quarter of 2019 increased to 4.7% from 2.8% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS9 for the second quarter of 2019 increased to RMB1.58 (US$0.23) from RMB0.84 in the prior year period.

 

For the quarter ended June 30, 2019, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 673,241,463.

 

BALANCE SHEET AND CASH FLOW

 

As of June 30, 2019, the Company had cash and cash equivalents and restricted cash of RMB7.8 billion (US$1.1 billion) and short term investments of RMB238.3 million (US$34.7 million).

 

For the quarter ended June 30, 2019, net cash from operating activities was RMB3.4 billion (US$500.9 million), and free cash flow10, a non-GAAP measurement of liquidity, was as follows:

 

For the three months ended		Jun 30, 2018		Jun 30, 2019		Jun 30, 2019
		RMB’000		RMB’000		US$’000
Net cash from operating activities		(502,235	)	3,438,809		500,919
Add: Impact from Internet financing activities11		469,515		(1,254,977	)	(182,808	)
Less: Capital expenditures		(870,103	)	(936,124	)	(136,362	)
Free cash flow (out)/in		(902,823	)	1,247,708		181,749

 

8  Non-GAAP net margin attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, as a percentage of total net revenues.

9  Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, divided by the weighted average number of diluted ADS outstanding for computing diluted earnings per ADS.

10  Free cash flow is a non-GAAP financial measure, which is defined as net cash from operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights, and purchase of other assets.

11  Impact from Internet financing activities represents net cash flow relating to the Company’s financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers.

 

4

 

For the trailing twelve months ended		Jun 30, 2018		Jun 30, 2019		Jun 30, 2019
		RMB’000		RMB’000		US$’000
Net cash from operating activities		187,270		10,207,552		1,486,898
Add: Impact from Internet financing activities11		1,990,180		(1,829,324	)	(266,471	)
Less: Capital expenditures		(2,901,367	)	(3,954,839	)	(576,087	)
Free cash flow (out)/in		(723,917	)	4,423,389		644,340

 

Business Outlook

 

For the third quarter of 2019, the Company expects its total net revenue to be between RMB17.8 billion and RMB18.7 billion, representing a year-over-year growth rate of approximately 0% to 5%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

 

Exchange Rate

 

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency conversions of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.8650 to US$1.00, the effective noon buying rate for June 28, 2019 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on June 28, 2019, or at any other rate.

 

Conference Call Information

 

The Company will hold a conference call on Thursday, August 15, 2019 at 8:00 am Eastern Time or 8:00 pm Beijing Time to discuss its financial results and operating performance for the second quarter 2019.

 

United States:	+1-845-675-0437
International Toll Free:	+1-866-519-4004
China Domestic:	400-6208-038
Hong Kong:	+852-3018-6771
Conference ID:	#9137629

 

The replay will be accessible through August 23, 2019 by dialing the following numbers:

 

United States Toll Free:	+1-855-452-5696
International:	+61-2-8199-0299
Conference ID:	#9137629

 

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.vip.com.

 

5

 

About Vipshop Holdings Limited

 

Vipshop Holdings Limited is a leading online discount retailer for brands in China. Vipshop offers high quality and popular branded products to consumers throughout China at a significant discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a sizeable and growing base of customers and brand partners. For more information, please visit www.vip.com.

 

Safe Harbor Statement

 

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” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop 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. Statements that are not historical facts, including statements about Vipshop’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: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding demand for and market acceptance of flash sales products and services; competition in the discount retail industry; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

6

 

Use of Non-GAAP Financial Measures

 

The condensed consolidated financial information is derived from the Company’s unaudited interim condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that comparative consolidated statements of income and cash flows for the period presented and detailed footnote disclosures required by Accounting Standards Codification 270, Interim Reporting (“ASC270”), have been omitted. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS, non-GAAP income from operations, non-GAAP operating income margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. Non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from business acquisitions and equity method investments, (iii) tax effect of amortization of intangible assets resulting from business acquisitions, (iv) investment gain and revaluation of investments excluding dividends, (v) tax effect of investment gain and revaluation of investments excluding dividends, and (vi) share of gain in investment of limited partnership that is accounted for as an equity method investee. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is computed using non-GAAP net income attributable to Vipshop’s shareholders divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions. Non-GAAP operating income margin is non-GAAP income from operations as a percentage of total net revenue. Non-GAAP net margin attributable to Vipshop’s shareholders is non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenue. Free cash flow is net cash from operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights, and purchase of other assets. Impact from Internet financing activities added back or deducted from free cash flow contains changes in the balances of financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers. The Company believes that separate analysis and exclusion of the non-cash impact of (a) share-based compensation, (b) amortization of intangible assets, (c) investment gain and revaluation of investments excluding dividends, and (d) share of gain in investment of limited partnership that is accounted for as an equity method investee adds clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of (1) non-cash share-based compensation expenses, (2) amortization of intangible assets, (3) investment gain and revaluation of investments excluding dividends, and (4) share of gain in investment of limited partnership that is accounted for as an equity method investee. Free cash flow enables the Company to assess liquidity and cash flow, taking into account the impact from Internet financing activities and the financial resources needed for the expansion of fulfillment infrastructure and technology platform. Share-based compensation expenses and amortization of intangible assets have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. One of the key limitations of free cash flow is that it does not represent the residual cash flow available for discretionary expenditures.

 

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Vipshop Holdings Limited Reconciliations of GAAP and Non-GAAP Results” at the end of this release.

 

Investor Relations Contact

 

Jessie Fan

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

 

7

 

Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except for share and per share data)

 

		Three Months Ended
		June 30,2018		March 31,2019		June 30,2019		June 30,2019
		RMB’000		RMB’000		RMB’000		USD’000
Product revenues		20,103,555		20,459,633		21,721,951		3,164,159
Other revenues (1)		634,820		858,983		1,021,767		148,837
Total net revenues		20,738,375		21,318,616		22,743,718		3,312,996
Cost of revenues		(16,694,602	)	(16,962,283	)	(17,654,577	)	(2,571,679	)
Gross profit		4,043,773		4,356,333		5,089,141		741,317
Operating expenses:
Fulfillment expenses (2)		(1,897,097	)	(1,761,770	)	(2,198,543	)	(320,254	)
Marketing expenses		(899,581	)	(780,920	)	(877,573	)	(127,833	)
Technology and content expenses		(510,603	)	(382,956	)	(422,314	)	(61,517	)
General and administrative expenses (3)		(615,169	)	(668,920	)	(706,252	)	(102,877	)
Total operating expenses		(3,922,450	)	(3,594,566	)	(4,204,682	)	(612,481	)
Other operating income		278,960		101,404		80,904		11,785
Income from operations		400,283		863,171		965,363		140,621
Investment gain and revaluation of investments		309,059		214,085		15,012		2,187
Interest expense		(39,003	)	(31,983	)	(12,194	)	(1,776	)
Interest income		62,272		70,560		41,732		6,079
Foreign exchange gain(loss)		79,557		(41,631	)	30,920		4,504
Income before income tax expense and share of gain of equity method investees		812,168		1,074,202		1,040,833		151,615
Income tax expenses (4)		(125,486	)	(243,897	)	(213,392	)	(31,084	)
Share of gain(loss) of equity method investees		2,092		46,659		(9,572	)	(1,394	)
Net income		688,774		876,964		817,869		119,137
Net gain attributable to noncontrolling interests		(7,130	)	(4,682	)	(4,351	)	(634	)
Net income attributable to Vipshop’s shareholders		681,644		872,282		813,518		118,503
Shares used in calculating earnings per share (5):
Weighted average number of Class A and Class B ordinary shares:
—Basic		132,138,434		133,037,380		133,403,777		133,403,777
—Diluted		140,270,995		139,290,699		134,648,293		134,648,293
Net earnings per Class A and Class B ordinary share
Net income attributable to Vipshop’s shareholders—Basic		5.16		6.56		6.10		0.89
Net income attributable to Vipshop’s shareholders—Diluted		4.97		6.33		6.04		0.88
Net earnings per ADS (1 ordinary share equals to 5 ADSs)
Net income attributable to Vipshop’s shareholders—Basic		1.03		1.31		1.22		0.18
Net income attributable to Vipshop’s shareholders—Diluted		0.99		1.27		1.21		0.18

 

(1) Other revenues primarily consist of revenues from third-party logistics services, product promotion and online advertising, fees charged to third-party merchants which the Company provides platform access for sales of their products, interest income from microcredit and consumer financing services, and inventory and warehouse management services to certain suppliers.

 

(2) Fulfillment expenses include shipping and handling expenses, which amounted RMB 1.14 billion,RMB 1.1 billion and RMB 1.21 billion in the three month periods ended June 30,2018, March 31,2019 and June 30,2019, respectively.

 

(3) General and administrative expenses include amortization of intangible assets resulting from business acquisitions, which amounted to RMB 0.6 million, RMB 0.6 million and RMB 0.5 million in the three month periods ended June 30,2018, March 31,2019 and June 30,2019, respectively.

 

(4) Income tax expenses include income tax benefits of RMB 0.2 million, RMB 0.2 million and RMB 0.1 million related to the reversal of deferred tax liabilities, which was recognized on business acquisitions for the three month periods ended June 30, 2018, March 31,2019 and June 30,2019, respectively.

 

(5) Authorized share capital is re-classified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote.

 

 

		Three Months Ended
		June 30,2018		March 31,2019		June 30,2019		June 30,2019
		RMB’000				RMB’000		USD’000
Share-based compensation expenses included are as follows
Fulfillment expenses		21,217		19,466		37,497		5,462
Marketing expenses		11,501		10,843		10,970		1,598
Technology and content expenses		62,542		52,605		58,010		8,450
General and administrative expenses		98,658		89,813		103,048		15,011
Total		193,918		172,727		209,525		30,521

 

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for share and per share data)

 

		December 31,2018		June 30,2019		June 30,2019
		RMB’000		RMB’000		USD’000
ASSETS
CURRENT ASSETS
Cash and cash equivalents		9,540,556		6,836,990		995,920
Restricted cash		497,916		995,255		144,975
Short term investments		2,321,244		238,302		34,713
Accounts receivable, net		5,674,731		3,999,549		582,600
Amounts due from related parties		17,475		78,919		11,496
Other receivables and prepayments,net		3,594,736		2,583,560		376,338
Loan Receivables,net		310,873		763,360		111,196
Inventories		5,368,106		4,489,339		653,946
Total current assets		27,325,637		19,985,274		2,911,184
NON-CURRENT ASSETS
Property and equipment, net		8,531,483		9,194,037		1,339,262
Deposits for property and equipment		176,556		130,076		18,948
Land use rights, net		3,885,578		4,466,116		650,563
Intangible assets, net		353,108		351,333		51,178
Investment in equity method investees		667,427		717,376		104,498
Other investments		1,470,551		1,790,343		260,792
Other long-term assets		396,447		806,760		117,518
Goodwill		367,106		356,050		51,865
Deferred tax assets, net		388,770		447,254		65,150
Operating lease right-of-use assets(1)		0		988,655		144,014
Total non-current assets		16,237,026		19,248,000		2,803,788
TOTAL ASSETS		43,562,663		39,233,274		5,714,972
LIABILTIES AND EQUITY
CURRENT LIABILITIES
Short term loans		1,343,160		637,494		92,861
Accounts payable		11,630,172		10,762,058		1,567,670
Advance from customers		1,473,134		783,655		114,152
Accrued expenses and other current liabilities		5,512,605		4,985,198		726,176
Amounts due to related parties		323,108		399,082		58,133
Deferred income		367,512		387,002		56,373
Securitization debt		969,000		494,000		71,959
Convertible senior notes		4,327,268		0		0
Operating lease liabilities(1)		0		257,524		37,513
Total current liabilities		25,945,959		18,706,013		2,724,837
NON-CURRENT LIABILITIES
Deferred tax liability		4,960		51,267		7,468
Deferred income-non current		400,951		455,468		66,346
Operating lease liabilities(1)		0		720,484		104,950
Total non-current liabilities		405,911		1,227,219		178,764
TOTAL LIABILITIES		26,351,870		19,933,232		2,903,601
EQUITY:
Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized, and 116,395,883 and 117,022,836 shares issued and outstanding as of December 31, 2018 and June 30,2019, respectively)		75		76		11
Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and 16,510,358 shares issued and outstanding as of December 31, 2018 and June 30,2019, respectively)		11		11		2
Additional paid-in capital		9,385,216		9,767,477		1,422,793
Retained earnings		7,907,396		9,593,197		1,397,407
Accumulated other comprehensive loss		(30,883	)	(21,181	)	(3,083	)
Noncontrolling interests		(51,022	)	(39,538	)	(5,759	)
Total shareholders’ equity		17,210,793		19,300,042		2,811,371
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		43,562,663		39,233,274		5,714,972
		—		0		0

 

(1)On January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)” and associated ASUs related to Topic 842 using the modified retrospective transition, under which the new standard was applied to leases existing at the date of initial adoption, and prior periods were not restated.  

 

 

Vipshop Holdings Limited

 Reconciliations of GAAP and Non-GAAP Results

 

		Three Months Ended
		June 30,2018		June 30,2019		June 30,2019
		RMB’000		RMB’000		USD’000
Income from operations		400,283		965,363		140,621
Share-based compensation expenses		193,918		209,525		30,521
Amortization of intangible assets resulting from business acquisitions		607		511		74
Non-GAAP income from operations		594,808		1,175,399		171,216
Net income		688,774		817,869		119,137
Share-based compensation expenses		193,918		209,525		30,521
Investment gain and revaluation of investments excluding dividends		(309,059	)	(2,198	)	(320	)
Share of gain in investment of limited partnership that is accounted for as an equity method investee		0		24,218		3,528
Tax effect of investment gain and revaluation of investments excluding dividends		9,967		17,150		2,498
Amortization of intangible assets resulting from business acquisitions and equity method investments		607		511		74
Tax effect of amortization of intangible assets resulting from business acquisitions		(152	)	(128	)	(19	)
Non-GAAP net income		584,055		1,066,947		155,419
Net income attributable to Vipshop’s shareholders		681,644		813,518		118,503
Share-based compensation expenses		193,918		209,525		30,521
Investment gain and revaluation of investments excluding dividends		(309,059	)	(2,198	)	(320	)
Share of gain in investment of limited partnership that is accounted for as an equity method investee		0		24,218		3,528
Tax effect of investment gain and revaluation of investments excluding dividends		9,967		17,150		2,498
Amortization of intangible assets resulting from business acquisitions and equity method investments		597		501		73
Tax effect of amortization of intangible assets resulting from business acquisitions		(149	)	(125	)	(18	)
Non-GAAP net income attributable to Vipshop’s shareholders		576,918		1,062,589		154,785
Shares used in calculating earnings per share:
Weighted average number of Class A and Class B ordinary shares:
—Basic		132,138,434		133,403,777		133,403,777
—Diluted		140,270,995		134,648,293		134,648,293
Non-GAAP net income per Class A and Class B ordinary share
Non-GAAP net income attributable to Vipshop’s shareholders—Basic		4.37		7.97		1.16
Non-GAAP net income attributable to Vipshop’s shareholders—Diluted		4.22		7.89		1.15
Non-GAAP net income per ADS (1 ordinary share equal to 5 ADSs)
Non-GAAP net income attributable to Vipshop’s shareholders—Basic		0.87		1.59		0.23
Non-GAAP net income attributable to Vipshop’s shareholders—Diluted		0.84		1.58		0.23