UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 April 2020

 

Commission File Number: 001-35942

 

LightInTheBox Holding Co., Ltd.

 

Floor 5, Building 2, Yaxin Science & Tech Park,

No.399 Shengxia Road

Pudong New Area

Shanghai, 201203

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:

 

x Form 20-F             o Form 40-F

 

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

 

o Yes            x No

 

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

 

 

 

TABLE OF CONTENTS

 

Exhibit 99.1 —LightInTheBox Reports Fourth Quarter 2019 Financial Results

 

Exhibit 99.2 —LightInTheBox Receives Notification of Falling Below Continued Listing Standard Notice from the NYSE

 

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: April 22, 2020

 

3

Exhibit 99.1

 

LightInTheBox Reports Fourth Quarter 2019 Financial Results

 

LightInTheBox Holding Co., Ltd. (NYSE: LITB) (“LightInTheBox” or the “Company”), a cross-border e-commerce platform that delivers products directly to consumers around the world, today announced its unaudited financial results for the fourth quarter ended December 31, 2019.

 

Fourth Quarter 2019 Highlights

 

·                      Total revenues regained significant growth momentum increasing 29.9% year-over-year to $74.7 million.

 

·                      Gross margin improved to 40.4% from 34.6% in the same quarter of 2018.

 

·                      Net income was $12.5 million, compared with a net loss of $24.4 million in the same quarter of 2018.

 

Mr. Jian He, Chief Executive Officer of LightInTheBox, commented, “our results this quarter are a strong reflection of the significant progress we have made since we began implementing our strategy to turn the business around last year. I am pleased to report that we are beginning to see the tangible benefits of the changes we have been making to improve operational efficiency, product optimization, and cost controls which resulted in our second quarter of GAAP profitability since 2014. In particular, our focus on improving product optimization, driving customer engagement and expanding our market scale have been critical to the success we have seen so far. Net income was $12.5 million, as compared to a loss of $24.4 million during the same period last year, which I believe demonstrates the growth trajectory we are on. We remain focused on executing our strategy to generate sustainable long-term growth and are very encouraged by our improvements to date. We will continue to implement our strategies in order to maintain the trend of improvement.”

 

Fourth Quarter 2019 Financial Results

 

Total revenues increased by 29.9% year-over-year to $74.7 million from $57.5 million in the same quarter of 2018. Revenues generated from product sales were $71.7 million, compared with $55.4 million in the same quarter of 2018. Revenues from service and others were $3.0 million, compared with $2.1 million in the same quarter of 2018.

 

The number of orders for product sales was 1.8 million in the fourth quarter of 2019, compared with 1.3 million in the same quarter of 2018. The number of customers for product sales was 1.2 million for the fourth quarter of 2019, compared with 1.0 million in the same quarter of 2018.

 

Revenues generated from product sales in the apparel category were $24.1 million in the fourth quarter of 2019, compared with $20.3 million in the same quarter of 2018. As a percentage of product sales, apparel revenues accounted for 33.5% in the fourth quarter of 2019, compared with 36.6% in the same quarter of 2018. Revenues generated from product sales from other general merchandise were $47.6 million in the fourth quarter of 2019.

 

Total cost of revenues was $44.5 million in the fourth quarter of 2019, compared with $37.6 million in the same quarter of 2018. Cost for product sales was $43.9 million in the fourth quarter of 2019, compared with $36.0 million in the same quarter of 2018. Cost for service and others was $0.6 million in the fourth quarter of 2019, compared with $1.6 million in the same quarter of 2018.

 

 

Gross profit in the fourth quarter of 2019 was $30.2 million, compared with $19.9 million in the same quarter of 2018. Gross margin was 40.4% in the fourth quarter of 2019, compared with 34.6% in the same quarter of 2018. The increase in gross margin was a result of our continuous efforts to drive revenues from categories with high margin.

 

Total operating expenses in the fourth quarter of 2019 were $34.5 million, compared with $21.6 million in the same quarter of 2018.

 

·                Fulfillment expenses in the fourth quarter of 2019 were $8.0 million, compared with $3.5 million in the same quarter of 2018. As a percentage of total revenues, fulfillment expenses were 10.7% in the fourth quarter of 2019, compared to 6.2% in the same quarter of 2018 and 11.3% in the third quarter of 2019.

 

·                Selling and marketing expenses in the fourth quarter of 2019 were $17.9 million, compared with $11.9 million in the same quarter of 2018. As a percentage of total revenues, selling and marketing expenses were 23.9% for the fourth quarter of 2019, compared to 20.5% in the same quarter of 2018 and 20.8% in the third quarter of 2019.

 

·                G&A expenses in the fourth quarter of 2019 were $8.8 million, compared with $6.2 million in the same quarter of 2018. As a percentage of total revenues, G&A expenses were 11.8% for the fourth quarter of 2019, compared with 10.8% in the same quarter of 2018 and 10.8% in the third quarter of 2019. Included in G&A expenses, R&D expenses in the fourth quarter of 2019 were $4.6 million, compared with $2.2 million in the same quarter of 2018.

 

·                Other operating income in the fourth quarter of 2019 was $0.2 million.

 

Net income was $12.5 million in the fourth quarter of 2019, compared with a net loss of $24.4 million in the same quarter of 2018. The net income as a result of the change in fair value of the convertible promissory notes associated with the acquisition of Ezbuy in the fourth quarter of 2019 was $16.2 million.

 

Net income per American Depository Share (“ADS”) was $0.17 in the fourth quarter of 2019, compared with net loss per ADS of $0.37 in the same quarter of 2018. Each ADS represents two ordinary shares. The diluted net loss per ADS in the fourth quarter of 2019 was $0.03, compared with $0.37 in the same quarter of 2018.

 

In the fourth quarter of 2019, the Company’s basic weighted average number of ADSs used in computing the income per ADS was  73,248,717  and  111,831,054 in diluted weighted average number.

 

Adjusted EBITDA, which represents gain /(loss) from operations before share-based compensation expense, change in fair value of convertible promissory notes, interest income, interest expense, income tax expense and depreciation and amortization expenses, remained stable at $2.6 million of  loss in the fourth quarter of 2019, compared with the same quarter of 2018.

 

As of December 31, 2019, the Company had cash and cash equivalents and restricted cash of $40.4 million, compared with $29.7 million as of September 30, 2019.

 

Full Year 2019 Financial Results

 

Total revenues increased by 7.1% year-over-year to $243.6 million from $227.5 million in 2018. Revenues generated from product sales were $236.7 million, compared with $216.4 million in 2018. Revenues from service and others were $6.9 million, compared with $11.1 million in 2018.

 

1 For a discussion of the use of non-GAAP financial measures, see “Non-GAAP Financial Measures.”

 

 

The number of orders for product sales was 5.6 million for the full year of 2019, compared with 4.9 million in 2018. The number of customers for product sales was 3.3 million for the full year of 2019, compared with 2.9 million in 2018.

 

Revenues generated from product sales in the apparel category were $79.0 million for the full year of 2019, compared with $73.4 million in 2018. As a percentage of product sales, apparel revenues accounted for 33.4 % for the full year of 2019, compared with 33.9% in 2018. Revenues generated from product sales from other general merchandise were $157.7 million for the full year of 2019.

 

Total cost of revenues was $146.0 million for the full year of 2019, compared with $166.3 million in 2018. Cost for product sales was $144.0 million for the full year of 2019, compared with $156.4 million in 2018. Cost for service and others was $2.0 million for the full year of 2019, compared with $9.9 million in 2018.

 

Gross profit for the full year of 2019 was $97.6 million, compared with $61.2 million in 2018. Gross margin was 40.1% for the full year of 2019, compared with 26.9% in 2018. The increase in gross margin was a result of our continuous efforts to drive revenues from categories with higher profitability.

 

Total operating expenses for the full year of 2019 were $113.6 million, compared with $98.7 million in 2018.

 

·                Fulfillment expenses for the full year of 2019 were $24.9 million, compared with $15.1 million in 2018. As a percentage of total revenues, fulfillment expenses were 10.2% for the full year of 2019, compared to 6.6% in 2018.

 

·                Selling and marketing expenses for the full year of 2019 were $51.1 million, compared with $50.6 million in 2018. As a percentage of total revenues, selling and marketing expenses were 21.0% for the full year of 2019, compared to 22.2% in 2018.

 

·                G&A expenses for the full year of 2019 were $37.8 million, compared with $33.0 million in 2018. As a percentage of total revenues, G&A expenses were 15.5% for the full year of 2019, compared with 14.5% in 2018. Included in G&A expenses, R&D expenses for the full year of 2019 were $17.9 million, compared with $10.6 million in the same quarter of 2018.

 

·                Other operating income for the full year of 2019 was $0.2 million.

 

Loss from operations was $16.1 million for the full year of 2019, compared with $37.5 million in 2018.

 

Net income was $1.1 million for the full year of 2019, compared with a net loss of $59.6 million in 2018. The net income as a result of the change in fair value of the convertible promissory notes associated with the acquisition of Ezbuy for the full year of 2019 was $14.6 million.

 

Net income per American Depository Share (“ADS”) was $0.01 for the full year of 2019, compared with net loss per ADS of $0.89 in 2018. Each ADS represents two ordinary shares. The diluted net loss per ADS for the full year of 2019 was $0.12, compared with $0.89 in 2018.

 

For the full year of 2019, the Company’s basic weighted average number of ADSs used in computing the income per ADS was 68,794,200, and 111,758,916 in diluted weighted average number.

 

Adjusted EBITDA, which represents gain /(loss) from operations before share-based compensation expense, change in fair value of convertible promissory notes, interest income, interest expense, income tax expense and depreciation and amortization expenses, was $9.1 million of loss for the full year of 2019, compared with $36.3 million of loss in 2018.

 

 

Business Outlook

 

For the first quarter of 2020, based on current information available to the Company and business seasonality, the Company expects net revenues to be between $53 million and $57 million.

 

Change in Fair Value of Convertible Promissory Notes Associated with the Acquisition of Ezbuy

 

The Company entered into a share purchase agreement (“SPA”) on November 8, 2018 to acquire Ezbuy in the form of non-interest bearing one-year convertible promissory notes. This SPA took effect on December 10, 2018 when LITB’s closing stock price was $0.64. LITB’s closing stock price on December 31, 2018 and December 11, 2019 was $1.22 and $0.84, respectively. The Company adopted Monte-Carlo Simulation based on a scenario-weighted average method to estimate the fair value of the convertible promissory notes. The estimate is based on the probability of each scenario and pay-off of the convertible promissory notes under each scenario. The scenarios include different timing and corresponding conversion price of the convertible promissory notes. The key assumptions adopted in the convertible promissory notes valuation include risk-free rate of interest and expected stock price volatility in the conversion period. The Company recorded a non-cash net income arising from change in fair value of the convertible promissory notes of $16.2 million in the fourth quarter of 2019. The Company recorded a non-cash net income arising from change in fair value of the convertible promissory notes of $14.6 million for the full year of 2019.

 

Non-GAAP Financial Measures

 

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP financial measures to help evaluate our operating performance:

 

“Adjusted EBITDA” represents gain /(loss) from operations before share-based compensation expense, change in fair value of convertible promissory notes, interest income, interest expense, income tax expense and depreciation and amortization expenses. Although other companies may calculate adjusted EBITDA differently or not present it at all, we believe that the adjusted EBITDA helps to identify underlying trends in our operating results, enhancing investors’ understanding of the past performance and future prospects.

 

Conference Call

 

The Company will host an earnings conference call at 8:00 a.m. Eastern Time on Thursday, April 23, 2020 (8:00 p.m. Beijing time on the same day). Dial-in details will be released via press release shortly.

 

 

About LightInTheBox Holding Co., Ltd.

 

LightInTheBox is a cross-border e-commerce platform 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, www.ezbuy.com and other websites and mobile applications, which are available in 23 major languages and cover more than 140 countries.

 

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

Tel: +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 fourth 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. dollars in thousands, or otherwise noted)

 

		As of December 31,		As of December 31,
		2018		2019
ASSETS
Current Assets
Cash and cash equivalents		38,808		37,736
Restricted cash		994		2,709
Accounts receivable, net of allowance for doubtful accounts		1,463		1,356
Amounts due from related parties		—		4,600
Inventories		8,481		7,357
Prepaid expenses and other current assets		5,811		3,619
Total current assets		55,557		57,377
Property and equipment, net		3,652		3,502
Intangible assets, net		9,890		8,516
Goodwill		28,169		27,922
Operating lease right-of-use assets		—		12,233
Long-term rental deposits		1,131		778
Long-term investments		5,188		2,873
TOTAL ASSETS		103,587		113,201
LIABILITIES AND (DEFICIT)/EQUITY
Current Liabilities
Accounts payable		12,941		17,643
Amounts due to related parties		4,953		186
Convertible promissory notes		51,922		—
Advance from customers		17,732		21,731
Operating lease liabilities		—		3,470
Accrued expenses and other current liabilities		22,688		28,642
Total current liabilities		110,236		71,672
Operating lease liabilities		—		8,801
Long-term payable		1,156		847
TOTAL LIABILITIES		111,392		81,320
(DEFICIT)/EQUITY
Ordinary shares		11		14
Additional paid-in capital		239,269		262,888
Forward contracts		—		15,769
Treasury shares, at cost		(27,261	)	(27,512	)
Accumulated other comprehensive loss		(932	)	(1,444	)
Accumulated deficit		(218,887	)	(217,888	)
Non-controlling interests		(5	)	54
TOTAL (DEFICIT)/EQUITY		(7,805	)	31,881
TOTAL LIABILITIES AND (DEFICIT)/EQUITY		103,587		113,201

 

 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Statements of Operations

(U.S. dollars in thousands, except per share data, or otherwise noted)

 

		Three-month Period Ended				Twelve-month Period Ended
		December 31,		December 31,		December 31,		December 31,
		2018		2019		2018		2019
Revenues
Product sales		55,465		71,666		216,407		236,705
Services and others		2,074		3,054		11,132		6,921
Total revenues		57,539		74,720		227,539		243,626
Cost of revenues
Product sales		(35,940	)	(43,868	)	(156,326	)	(144,061	)
Services and others		(1,687	)	(655	)	(10,017	)	(1,968	)
Total Cost of revenues		(37,627	)	(44,523	)	(166,343	)	(146,029	)
Gross profit		19,912		30,197		61,196		97,597
Operating expenses
Fulfillment		(3,547	)	(7,966	)	(15,127	)	(24,900	)
Selling and marketing		(11,796	)	(17,879	)	(50,508	)	(51,111	)
General and administrative		(6,245	)	(8,854	)	(33,042	)	(37,811	)
Other operating income				173				173
Total operating expenses		(21,588	)	(34,526	)	(98,677	)	(113,649	)
Loss from operations		(1,676	)	(4,329	)	(37,481	)	(16,052	)
Exchange loss on offshore bank accounts		23		0		0		0
Interest income		55		51		487		297
Interest expense		(5	)	(15	)	(5	)	(66	)
Change in fair value of convertible promissory notes		(22,791	)	16,186		(22,791	)	14,591
Other Income,net				283				283
Total other income / (loss)		(22,718	)	16,505		(22,309	)	15,105
(Loss)/income before income taxes and gain/(loss) from an equity method investment		(24,394	)	12,176		(59,790	)	(947	)
Income tax (expense)/benefit		(27	)	326		(33	)	(113	)
Gain/(loss) from an equity method investment		24		(18	)	221		2,118
Net (loss)/income		(24,397	)	12,484		(59,602	)	1,058
Net (loss)/income attributable to non-controlling interests		(1	)	93		(1	)	59
Net (loss)/income attributable to LightInTheBox Holding Co., Ltd.		(24,396	)	12,391		(59,601	)	999
Weighted average numbers of shares used in calculating (loss)/income per ordinary share
—Basic		133,385,624		146,497,433		134,495,549		137,588,401
—Diluted		133,385,624		223,662,107		134,495,549		223,517,833
Net (loss)/income per ordinary share
—Basic		(0.18	)	0.08		(0.44	)	0.01
—Diluted		(0.18	)	(0.02	)	(0.44	)	(0.06	)
Net (loss)/income per ADS (2 ordinary shares equal to 1 ADS)
—Basic		(0.37	)	0.17		(0.89	)	0.01
—Diluted		(0.37	)	(0.03	)	(0.89	)	(0.12	)

 

 

LightInTheBox Holding Co., Ltd.

Unaudited Reconciliations of GAAP and Non-GAAP Results

(U.S. dollars in thousands, or otherwise noted)

 

		Three-month Period Ended				Twelve-month Period Ended
		December 31,		December 31,		December 31,		December 31,
		2018		2019		2018		2019
Net loss		(24,397	)	12,484		(59,602	)	1,058
Less: Interest income		55		51		487		297
Interest expense		(5	)	(15	)	(5	)	(66	)
Income tax (benefit)/expense		(27	)	326		(33	)	(113	)
Depreciation and amortization		(141	)	(658	)	(579	)	(2,518	)
EBITDA		(24,279	)	12,780		(59,472	)	3,458
Less: Share-based compensation		1,147		(799	)	(404	)	(2,060	)
Change in fair value of convertible promissory notes		(22,791	)	16,186		(22,791	)	14,591
Adjusted EBITDA*		(2,635	)	(2,607	)	(36,277	)	(9,073	)

 

* Adjusted EBITDA represents gain /(loss) from operations before share-based compensation expense, change in fair value of convertible promissory notes, interest income, interest expense, income tax expense and depreciation and amortization expenses.

 

Exhibit 99.2

 

LightInTheBox Receives Notification of Falling Below Continued Listing Standard Notice from the NYSE

 

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 that it received a letter from the New York Stock Exchange (“NYSE”), indicating that the Company is “below criteria” due to the average closing price of the Company’s ADSs being less than $1.00 over a consecutive 30-trading-day period pursuant to Section 802.01C of the NYSE Listed Company Manual.

 

The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. In the event that at the expiration of the six-month cure period, both a $1.00 closing share price on the last trading day of the cure period and a $1.00 average closing share price over the 30 trading-day period ending on the last trading day of the cure period are not attained, the NYSE will commence suspension and delisting procedures.

 

The Company notified the NYSE on March 30, 2020 of its intent to cure the deficiency. The Company’s ADSs will continue to be listed and traded on the NYSE, subject to compliance with other NYSE continued listing standards and other rights of the NYSE to delist the ADSs. The Company is currently in compliance with all other NYSE continued listing standards. The NYSE notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements.

 

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 90% of global Internet users.

 

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.

 

Investor Relations Contact

 

Christensen

Ms. Xiaoyan Su

Tel: +86 (10) 5900 3429

Email: ir@lightinthebox.com