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 2019

 

Commission File Number: 001-38201

 


 

SECOO HOLDING LIMITED

 


 

15/F, Building C, Galaxy SOHO

Chaonei Street, Dongcheng District

Beijing 100000

The People’s Republic of China

+86 10 6588-0135

(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

 

 

 


 

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.

 

 

SECOO HOLDING LIMITED

 

 

 

 

 

 

 

By:

/s/ Richard Rixue Li

 

Name:

Richard Rixue Li

 

Title:

Director and Chief Executive Officer

 

 

Date: April 5, 2019

 

 

2


 

EXHIBIT INDEX

 

Exhibit 99.1 — Press Release

 

3


Exhibit 99.1

 

Secoo Reports Unaudited Fourth Quarter and Full Year 2018 Results

 

BEIJING, Apr. 4, 2019 (GLOBE NEWSWIRE) — Secoo Holding Limited (“Secoo”, the “Company” or “We”) (NASDAQ: SECO), Asia’s largest online integrated upscale products and services platform, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2018.

 

Highlights for Fourth Quarter 2018:

 

·                  GMV1 reached RMB3,080.7 million (US$448.1 million) for Q4 2018, representing an increase of 58.5% from RMB1,943.4 million for Q4 2017.

 

·                  Total number of orders2 was 945.2 thousand for Q4 2018, representing an increase of 72.0% from 549.4 thousand for Q4 2017.

 

·                  Number of active customers3 increased by 79.9% to 406.0 thousand for Q4 2018 from 225.7 thousand for Q4 2017.

 

·                  Total revenues reached RMB1,792.6 million (US$260.7 million) for Q4 2018, increasing by 27.0% from RMB1,411.6 million in Q4 2017.

 

·                  Gross margin was 18.7% for Q4 2018, compared to 15.5% in Q4 2017.

 

·                  Net income increased by 2.8% to RMB48.3 million (US$7.0 million) for Q4 2018 from RMB47.0 million for Q4 2017.

 

·                  Basic and diluted net income per share were RMB1.85 (US$0.27) and RMB1.79 (US$0.26), respectively, for Q4 2018, compared with basic and diluted net income per share of RMB1.84 and RMB1.76, respectively, for Q4 2017. Basic and diluted net income per American Depositary Share (“ADS”) were RMB0.92 (US$0.13) and RMB0.89 (US$0.13), respectively, for Q4 2018, compared to basic and diluted net income per ADS of RMB0.92 and RMB0.88, respectively, for Q4 2017. Two ADSs represent one ordinary share.

 

·                  Non-GAAP basic and diluted net income per share4 were RMB2.11 (US$0.31) and RMB2.04 (US$0.30), respectively, for Q4 2018, compared to RMB3.42 and RMB3.28, respectively, for Q4 2017.  Basic and diluted non-GAAP net income per ADS were RMB1.05 (US$0.15) and RMB1.02 (US$0.15), respectively, for Q4 2018, compared to RMB1.71 and RMB1.64, respectively, for Q4 2017.

 

Highlights for Full Year 2018:

 

·                  GMV1 reached RMB8,048.1 million (US$1,170.5 million) for full year 2018, representing an increase of 52.9% from RMB5,262.4 million for 2017.

 

·                  Total number of orders2 was 2.3 million for full year 2018, representing an increase of 64.3% from 1.4 million for 2017.

 

·                  Number of active customers3 increased by 69.8% to 730.0 thousand for 2018.

 

1


 

·                  Total registered customers reached 27.0 million as of December 31, 2018 from 18.7 million as of December 31, 2017.

 

·                  Total revenues reached RMB5,387.6 million (US$783.6 million) for full year 2018, increasing by 44.0% from RMB3,740.5 million in 2017.

 

·                  Gross margin was 17.8% for full year 2018, compared to 16.4% for 2017.

 

·                  Net income increased by 16.6% to RMB155.5 million (US$22.6 million) for full year 2018 from RMB133.4 million for 2017.

 

·                  Basic and diluted net income per share were RMB6.02 (US$0.88) and RMB5.82 (US$0.85), respectively, for full year 2018, compared with basic and diluted net loss per share of RMB5.55 for 2017. Basic and diluted net income per American Depositary Share (“ADS”) were RMB3.01 (US$0.44) and RMB2.91 (US$0.42), respectively, for full year 2018, compared to basic and diluted net loss per ADS of RMB2.78 for 2017.

 

·                  Non-GAAP basic and diluted net income per share4 were RMB6.95 (US$1.01) and RMB6.72 (US$0.98), respectively, for full year 2018, compared with Non-GAAP basic and diluted net loss per share of RMB1.87 for 2017.  Non-GAAP basic and diluted net income per ADS were RMB3.48 (US$0.51) and RMB3.36 (US$0.49), respectively, for full year 2018, compared to basic and diluted net loss per ADS of RMB0.93 for 2017.

 


1 GMV, or Gross Market Value, refers to the total value of all orders of products and services, excluding the value of whole car sales, placed on our online platform and in our offline experience centers, regardless of whether the products are delivered or returned or whether the services are cancelled during the period presented.

 

2 Total orders refer to the total number of orders of products and services, excluding the number of whole car sales, placed on our online platform and in our offline experience centers, regardless of whether the products are delivered or returned or whether the services are cancelled during the period presented.

 

Active customer refers to a customer who made at least one account purchase during the period presented.
Non-GAAP basic and diluted  net income per share is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to ordinary shareholders of Secoo Holding Limited , divided by weighted average number of basic and diluted shares outstanding, including the dilutive effect of share-based awards as determined under the treasury stock method.  Non-GAAP basic and diluted net income per ADS is equal to non-GAAP basic and diluted net income per share divided by two, as two ADSs represent one ordinary share.

 

2


 

Commentary

 

Mr. Richard Rixue Li, Chairman and Chief Executive Officer of Secoo, said, “We are pleased with our financial and operational performance in 2018, which marks our tenth anniversary since our founding. Performance wise, the fiscal year  was highlighted by year-over-year GMV growth of 52.9% and total revenue growth of 44.0%, as well as robust growth in the number of active customers that increased by 79.9% and 69.8%, respectively, for the fourth quarter and fiscal year, as luxury consumer spending remained resilient despite a macro-slowdown in the economy.

 

“In maintaining our leadership as both distinct trend-spotter and curator of luxury lifestyles the challenge has always been to meet the ever-evolving standards and definition of luxury to our consumers. In order to deliver on these goals, we not only upgraded our technology backbone but delved deeper into market segmentation, while expanding partnerships with high-end international consumer brands and service providers in order to continuously add to our evolving offerings. Ultimately our strategic positioning to be the leading boutique lifestyle platform is bearing fruit as we further strengthen our platform’s luxury eco-system through integration of our customer’s online and offline experiences.”

 

“Secoo’s solid results in the fourth quarter and throughout fiscal 2018 exemplifies the Company’s success in meeting unmet demand for our unique luxury lifestyle product offerings and experiences,” said Mr. Shaojun Chen, Chief Financial Officer of Secoo. “Benefiting from economies of scale and healthy operating leverage, our income from operations increasing by 475.8% and 131.3%, for the fourth quarter and full-year respectively. We also note, total revenues in the fourth quarter reflect a shifting contribution mix as revenues from “Marketplace and other services” as a percentage of total revenues ramped in comparison to prior periods. In the fourth quarter, gross profit margin was up 320 basis points to 18.7% from the same quarter last year as revenue from Marketplace and other services, an asset light business which provides services to third-party purveyors continues to ramp and in the long run, serve to contribute greatly to the profitability of the overall business.”

 

Recent Developments

 

·                  From the fourth quarter to date, Secoo continued direct collaboration efforts, adding over 100 brands, including sought-after international fashion and fashion brands such as Michael Kors, Ports, Marni, Trussardi, Rene Caovilla, Moose Knuckles, Jason Wu, MSGM, Paul & Joe and Jenny Packham.

 

·                  In March 2019, Secoo formed a strategic collaboration with Italian’s well-known luxury fashion online retailer, LuisaViaRoma.com (LVR). Through the collaboration, LVR will offer a selection of sought-after European luxury fashion brands on Secoo’s platform. Leveraging the partnership, Secoo will further strengthen its supply chain in Europe. LVR appoints Secoo as its exclusive third-party distributor in China, including Hong Kong, Macau and Taiwan.

 

·                  In April 2019, Secoo entered into a business agreement with El Corte Inglés, a European leader in department stores and a benchmark in Spanish distribution, to sell fashion and luxury products from El Corte Inglés on Secoo’s online e-commerce platform bringing expanded and varied shopping selection to Chinese consumers.

 

·                  In March 2019, Secoo signed a strategic business cooperation agreement with Spring Studios and Spring Place, which is home to prestigious events such as New York Fashion Week and the Tribeca Film Festival. Through the partnership, Secoo aims to broaden and deepen connections to the global fashion community, driving international expansion initiatives.

 

3


 

·                  In April 2019, Secoo formed strategic partnerships with the national airport and downtown duty-free store operator, China National Service Corporation, further expanding the Company’s omni-channel portfolios, with the aim to lead the new retail model of omni-channel solutions in the domestic duty-free consumer industry.

 

·                  In November 2018, BAZAAR Jewelry, a world-famous fashion jewelry brand together with 16 other top independent domestic China jewelry design brands established themselves on the Secoo platform.

 

·                  In March 2019, Secoo and the iconic brand Karl Lagerfeld have also established a strategic cooperation; and will cooperate in omni-channel solutions, co-branded lifestyle products, creative fashion design, marketing to millennials and so on.

 

·                  Secoo continued efforts to diversify and curate its boutique lifestyle portfolios to meet the increasing demand in luxury and fashion lifestyle in China. These efforts include:

 

·                  In December 2018, we collaborated with Caissa Travel organizing a tourism exhibition, promoting exclusive luxury oriented tour offerings to consumers. The exhibition was held by combining online and offline marketing activities in major top-tier cities during Secoo’s 2018 Luxury Festival sale days.

 

·                  In March 2019, Secoo reached a cooperation agreement with Utour Group Co., Ltd to leverage respect resources and strength in order to implement omni-channel solutions in overseas tourism market, as well as membership sharing rights. Secoo manages to provide tourists with more selection of select shops and brand stores in the destination through an omnichannel network. Currently, Secoo and Utour Group have already launched a series of ‘48-hour Japanese Shopping’ travel itineraries.

 

·                  In the fourth quarter of 2018, Secoo upgraded its operating infrastructure. Based on Oracle’s Cloud Platform architecture and utilizing Big Data, Secoo’s front- and back-end systems now have higher inter-operability from a financial reporting and operational standpoint, providing an intelligence-driven digital platform for faster domestic expansion, as well as serving as the technology backbone of the global platform.

 

·                  In January 2019, Secoo cooperated with Weibo to publish a white paper for luxury spending power, addressing user profile of luxury shoppers on Weibo. This white paper combined shopping data from Secoo’s online platform with online social behavior of customers through Weibo accounts.

 

Fourth Quarter 2018 Financial Results

 

GMV increased by 58.5% to RMB3,080.7 million (US$448.1 million) for the fourth quarter of 2018, from RMB1,943.4 million for the fourth quarter of 2017.

 

Total number of orders increased by 72.0% to 945.2 thousand for the fourth quarter of 2018 from 549.4 thousand for the fourth quarter of 2017.

 

4


 

Total revenues for the fourth quarter of 2018 increased by 27.0% to RMB1,792.6 million (US$260.7 million) from RMB1,411.6 million in the fourth quarter of 2017, primarily driven by the strong growth in our marketing campaigns during the period.

 

Cost of revenues increased by 22.2% to RMB1,458.1 million (US$212.1 million) for the fourth quarter of 2018 from RMB1,192.8 million for the fourth quarter of 2017, which was in line with the increase of total revenues.

 

Operating expenses increased by 28.3% to RMB265.4 million (US$38.6 million) for the fourth quarter of 2018 from RMB206.8 million for the fourth quarter of 2017.

 

Fulfillment expenses increased by 6.9% to RMB40.1 million (US$5.8 million) for the fourth quarter of 2018 from RMB37.5 million for the fourth quarter of 2017. The increase was primarily attributable to the increase in sales volume, including the third-party payment commission paid during the period.

 

Marketing expenses increased by 56.4% to RMB153.7 million (US$22.4million) for the fourth quarter of 2018 from RMB98.3 million for the fourth quarter of 2017. The increase was primarily due to the increase in marketing promotions for the “Double-11” and “Luxury Festival” events, as well as the increase in staff compensation and benefits expenses.

 

Technology and content development expenses increased by 13.3% to RMB21.3 million (US$3.1 million) for the fourth quarter of 2018 from RMB18.8 million for the fourth quarter of 2017. The increase was primarily due to the continuous investment in our technology department, including increase in the number of our technology staff.

 

General and administrative expenses decreased by 3.6% to RMB50.3 million (US$7.3 million) for the fourth quarter of 2018 from RMB52.2 million for the fourth quarter of 2017. The decrease was primarily attributable to the decrease in stock based compensation in 2018, offsetting by the increase in staff compensation and benefits during the period.

 

Income from operations increased by 475.8% to RMB69.1 million (US$10.0 million) for the fourth quarter of 2018, from RMB12.0 million for the fourth quarter of 2017.

 

Non-GAAP income from operations for the fourth quarter of 2018 was RMB75.5 million (US$11.0 million), compared to RMB52.5 million for the fourth quarter of 2017.

 

Income tax expenses was RMB10.7 million (US$1.6 million) in the fourth quarter of 2018, compared with an income tax benefits RMB32.3 million for the fourth quarter of 2017.

 

Net income was RMB48.3 million (US$7.0 million) for the fourth quarter of 2018, representing an increase of 2.8% from RMB47.0 million for the fourth quarter of 2017.

 

Non-GAAP net income5, which excludes share-based compensation expenses, decreased by 37.4% to RMB54.8 million (US$8.0 million) in the fourth quarter of 2018 from RMB87.5 million in the fourth quarter of 2017.

 

5


 

Net income attributable to ordinary shareholders of Secoo Holding Limited for the fourth quarter of 2018 was RMB46.5 million (US$6.8 million), compared to RMB47.0 million for the fourth quarter of 2017.

 

Basic and diluted net income per share were RMB1.85 (US$0.27) and RMB1.79 (US$0.26), respectively, for the fourth quarter of 2018, compared with basic and diluted net income per share of RMB1.84 and RMB1.76, respectively, for the fourth quarter of 2017. Basic and diluted net income per ADS were RMB0.92 (US$0.13) and RMB0.89 (US$0.13), respectively, for the fourth quarter of 2018, compared to basic and diluted net income per ADS of RMB0.92 and RMB0.88, respectively, for the fourth quarter of 2017.

 

Non-GAAP basic and diluted net income per share were RMB2.11 (US$0.31) and RMB2.04 (US$0.30), respectively, for the fourth quarter of 2018, compared to RMB3.42 and RMB3.28, respectively, for the fourth quarter of 2017.  Non-GAAP basic and diluted net income per ADS were RMB1.05 (US$0.15) and RMB1.02 (US$0.15), respectively, for the fourth quarter of 2018, compared to RMB1.71 and RMB1.64, respectively, for the fourth quarter of 2017.

 

Cash, Time Deposits, and Restricted Cash

 

As of December 31, 2018, the Company had cash, time deposits, and restricted cash of RMB1,195.0 million (US$173.8 million).

 


5 Non-GAAP net income is a non-GAAP financial measure, which is defined as net income excluding share-based compensation expenses. See “Reconciliation of GAAP and Non-GAAP Results” at the end of this press release.

 

Full Year 2018 Financial Results

 

GMV increased by 52.9% to RMB8,048.1 million (US$1,170.5 million) for full year 2018, from RMB5,262.4 million for 2017.

 

Total number of orders increased by 64.3% to 2.3 million for full year 2018 from 1.4 million for 2017.

 

Total revenues for full year 2018 increased by 44.0% to RMB5,387.6 million (US$783.6 million) from RMB3,740.5 million in 2017, primarily driven by the growth in our total active customers and total number of orders served during the period.

 

Cost of revenues increased by 41.5% to RMB4,427.8 million (US$644.0 million) for full year 2018 from RMB3,128.4 million for 2017, which was in line with the increase of total revenues.

 

Operating expenses increased by 43.2% to RMB740.5 million (US$107.7 million) for full year 2018 from RMB517.2 million for 2017.

 

Fulfillment expenses increased by 40.0% to RMB138.7 million (US$20.2 million) for full year 2018 from RMB99.1 million for 2017. The increase was primarily attributable to the increase in sales volume.

 

6


 

Marketing expenses increased by 66.9% to RMB410.5 million (US$59.7 million) for full year 2018 from RMB246.0 million for 2017.

 

Technology and content development expenses increased by 29.5% to RMB80.4 million (US$11.7 million) for full year 2018 from RMB62.1 million for 2017. The increase was primarily due to the  increase in our technology staff headcount to support the growth of the business.

 

General and administrative expenses increased by 0.6% to RMB110.8 million (US$16.1 million) for full year 2018 from RMB110.1 million for 2017.

 

Income from operations increased by 131.3% to RMB219.3 million (US$31.9 million) for full year 2018, from RMB94.8 million for 2017.

 

Non-GAAP income from operations for full year 2018 was RMB243.0 million (US$35.3 million), compared with RMB140.9 million for 2017.

 

Income tax expenses was RMB40.7 million (US$5.9 million) for full year 2018, compared with an income tax benefits of RMB31.5 million for 2017.

 

Net income was RMB155.5 million (US$22.6 million) for full year 2018, representing an increase of 16.6% from RMB133.4 million for 2017.

 

Non-GAAP net income, which excludes share-based compensation expenses, decreased to RMB179.2 million (US$26.1 million) in full year 2018 from a Non-GAAP net income of RMB179.5 million in 2017.

 

Net income attributable to ordinary shareholders of Secoo Holding Limited for full year 2018 was RMB151.8 million (US$22.1 million), compared to a net loss of RMB69.4 million for 2017, which was primarily due to the accretion of preferred shares in 2017, compared to negligible such amount in 2018.

 

Basic and diluted net income per share were RMB6.02 (US$0.88) and RMB5.82 (US$0.85), respectively, for full year 2018, compared with basic and diluted net loss per share of RMB5.55 for 2017. Basic and diluted net income per ADS were RMB3.01 (US$0.44) and RMB2.91 (US$0.42), respectively, for full year 2018, compared to basic and diluted net loss per ADS of RMB2.78, for 2017.

 

Non-GAAP basic and diluted net income per share were RMB6.95 (US$1.01) and RMB6.72 (US$0.98), respectively, for full year 2018, compared with basic and diluted net loss per share of RMB1.87 for 2017.  Non-GAAP basic and diluted net income per ADS were RMB3.48 (US$0.51) and RMB3.36 (US$0.49), respectively, for full year 2018, compared with basic and diluted net loss per ADS of RMB0.93 for 2017.

 

7


 

First Quarter 2019 Guidance

 

Starting from the fourth quarter of 2018, we have been undergoing a shift in our marketplace platform in order to improve profitability. As a result, our GMV and revenue mix might be relatively different from our previous business model.

 

In light of this development in our business model, the Company currently expects total revenues for the first quarter of 2019 to be in the range of RMB0.97 billion and RMB1.07 billion, which would represent an increase of approximately 21% to 33% on a year-over-year basis.

 

The above outlook is based on the current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change. The Company’s ability to achieve these projections is subject to risks and uncertainties. See “Safe Harbor Statement” at the end of this press release.

 

Conference Call Information

 

The Company’s management will host an earnings conference call at 8:00 AM U.S. Eastern Time on April 4, 2019 (8:00 PM Beijing/Hong Kong Time on April 4, 2019).

 

The dial-in details for the live conference call are as follows:

 

United States:

+1-845-675-0437

 

 

International:

+65-6713-5090

 

 

Hong Kong:

+852-3018-6771

 

 

China:

400-620-8038

 

 

Conference ID:

1259337

 

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.secoo.com.

 

A replay of the conference call will be accessible approximately two hours after the conclusion of the live call until April 11, 2019, by dialing the following telephone numbers:

 

United States:

+1-646-254-3697

 

 

International:

+61-2-8199-0299

 

 

Hong Kong:

+852-3051-2780

 

 

China:

400-632-2162

 

 

Replay Access Code:

1259337

 

8


 

About Secoo Holding Limited

 

Secoo Holding Limited (“Secoo”) is Asia’s largest online integrated upscale products and services platform as measured by GMV in 2016. Secoo provides customers a wide selection of authentic upscale products and lifestyle services on the Company’s integrated online and offline shopping platform which consists of the Secoo.com website, mobile applications and offline experience centers, offering over 300,000 SKUs, covering over 3,000 global and domestic brands. Supported by the Company’s proprietary database of upscale products, authentication procedures and brand cooperation, Secoo is able to ensure the authenticity and quality of every product offered on its platform.

 

For more information, please visit http://ir.secoo.com

 

Use of Non-GAAP Financial Measures

 

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we also use non-GAAP income from operations, non-GAAP net income attributable to ordinary shareholders of Secoo Holding Limited, and non-GAAP basic and dilutive net income per share and ADS as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance.  We define non-GAAP net income as net income excluding share-based compensation. We define non-GAAP net income per share as non-GAAP net income attributable to ordinary shareholders of Secoo Holding Limited dividing by weighted average number of basic and diluted share outstanding, including the dilutive effect of share-based awards as determined under the treasury stock method.  We define non-GAAP basic and diluted net income per ADS as non-GAAP basic and diluted net income per share divided by two as two ADSs represent one ordinary share.  We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

 

The use of non-GAAP financial measures has certain limitations. These non-GAAP measures exclude certain items that have been and will continue to be incurred in the future and are not reflected in the presentation of the non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to results prepared in accordance with U.S. GAAP, and should not be considered a substitute for or superior to U.S. GAAP results. In addition, these non-GAAP financial measures may not be comparable to similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as Secoo does.

 

Reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure is set forth at the end of this release.

 

9


 

Exchange Rate Information

 

This press release contains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB6.8755 to US$1.0, the noon buying rate in New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York in effect as of December 31, 2018.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to Secoo management quotes and the Company’s financial outlook. These forward-looking statements can be identified by terminology such as “will,” “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “intend,” “potential,” “plan,” “goal” and similar statements.  Secoo Holding Limited may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, 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. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements include, but are not limited to, statements about: the Company’s goals and strategies; its future business development, financial condition and results of operations; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; Chinese governmental policies relating to the Company’s industry and general economic conditions in China.  For additional information on these and other important factors that could adversely affect the Company’s business, financial condition, results of operations and prospects, please see its filings with the U.S. Securities and Exchange Commission.

 

For investor and media inquiries, please contact:

 

In China:
Secoo Holding Limited
Jingbo Ma
Tel: +86 (10) 6588-0135
E-mail:  ir@secoo.com

 

The Piacente Group, Inc.
Jenny Cai

Tel: +86 (10) 5730-6202
E-mail:  Secoo@tpg-ir.com

 

In the United States:
The Piacente Group, Inc.  
Brandi Piacente
Tel: +1-212-481-2050
E-mail:  Secoo@tpg-ir.com

 

10


 

SECOO HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except for share data) 

 

 

 

For the Three Months Ended December 31,

 

For the Twelve Months Ended December 31,

 

 

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Merchandise sales

 

1,384,230

 

1,725,074

 

250,901

 

3,680,795

 

5,244,446

 

762,773

 

Marketplace and other services

 

27,364

 

67,522

 

9,821

 

59,660

 

143,131

 

20,817

 

Total revenues

 

1,411,594

 

1,792,596

 

260,722

 

3,740,455

 

5,387,577

 

783,590

 

Cost of revenues

 

(1,192,808

)

(1,458,104

)

(212,072

)

(3,128,441

)

(4,427,844

)

(644,003

)

Gross profit

 

218,786

 

334,492

 

48,650

 

612,014

 

959,733

 

139,587

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fulfillment expenses

 

(37,505

)

(40,140

)

(5,838

)

(99,064

)

(138,710

)

(20,175

)

Marketing expenses

 

(98,256

)

(153,703

)

(22,355

)

(245,989

)

(410,548

)

(59,712

)

Technology and content development expenses

 

(18,791

)

(21,298

)

(3,098

)

(62,081

)

(80,398

)

(11,693

)

General and administrative expenses

 

(52,248

)

(50,273

)

(7,312

)

(110,059

)

(110,802

)

(16,115

)

Total operating expenses

 

(206,800

)

(265,414

)

(38,603

)

(517,193

)

(740,458

)

(107,695

)

Income from operations

 

11,986

 

69,078

 

10,047

 

94,821

 

219,275

 

31,892

 

Other income/(expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(1,706

)

(23,369

)

(3,399

)

(6,562

)

(42,533

)

(6,186

)

Foreign currency exchange gains/(losses)

 

1,982

 

167

 

24

 

9,477

 

(11,737

)

(1,707

)

Others

 

2,397

 

13,159

 

1,914

 

4,148

 

31,269

 

4,548

 

Income before income tax

 

14,659

 

59,035

 

8,586

 

101,884

 

196,274

 

28,547

 

Income tax benefits/(expenses)

 

32,302

 

(10,714

)

(1,558

)

31,525

 

(40,728

)

(5,924

)

Net income

 

46,961

 

48,321

 

7,028

 

133,409

 

155,546

 

22,623

 

Income/(loss) attributable to redeemable non-controlling interest

 

(125

)

1,296

 

189

 

(298

)

2,001

 

291

 

Income/(loss) attributable to non-redeemable non-controlling interest

 

(143

)

551

 

80

 

(349

)

1,712

 

249

 

Net income attributable to Secoo Holding Limited

 

47,229

 

46,474

 

6,759

 

134,056

 

151,833

 

22,083

 

Accretion to redeemable non-controlling interest redemption value

 

(251

)

 

 

(798

)

 

 

Accretion to preferred share redemption value

 

 

 

 

(202,679

)

 

 

Net income/(loss) attributable to ordinary shareholders of Secoo Holding Limited

 

46,978

 

46,474

 

6,759

 

(69,421

)

151,833

 

22,083

 

Net income/(loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

— Basic

 

1.84

 

1.85

 

0.27

 

(5.55

)

6.02

 

0.88

 

— Diluted

 

1.76

 

1.79

 

0.26

 

(5.55

)

5.82

 

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per ADS

 

 

 

 

 

 

 

 

 

 

 

 

 

— Basic

 

0.92

 

0.92

 

0.13

 

(2.78

)

3.01

 

0.44

 

— Diluted

 

0.88

 

0.89

 

0.13

 

(2.78

)

2.91

 

0.42

 

Weighted average number of shares outstanding used in computing net income/(loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

— Basic

 

25,565,681

 

25,122,199

 

25,122,199

 

12,500,821

 

25,235,404

 

25,235,404

 

— Diluted

 

26,696,230

 

25,997,057

 

25,997,057

 

12,500,821

 

26,099,501

 

26,099,501

 

 

11


 

SECOO HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share data) 

 

 

 

As of December 31,

 

As of December 31,

 

 

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash

 

453,425

 

1,034,385

 

150,445

 

Time deposits

 

292,318

 

68,632

 

9,982

 

Restricted cash

 

55,214

 

89,222

 

12,977

 

Investment in equity security

 

 

26,032

 

3,786

 

Accounts receivable

 

54,210

 

119,580

 

17,392

 

Inventories

 

1,189,885

 

1,723,484

 

250,670

 

Advances to suppliers

 

53,016

 

247,797

 

36,041

 

Prepayments and other current assets

 

22,943

 

135,651

 

19,730

 

Amount due from related parties

 

38

 

11,184

 

1,627

 

Total current assets

 

2,121,049

 

3,455,967

 

502,650

 

Non-current assets

 

 

 

 

 

 

 

Property and equipment, net

 

40,793

 

56,698

 

8,246

 

Intangible Asset

 

 

12,267

 

1,784

 

Restricted cash

 

123,800

 

2,800

 

407

 

Investment in equity investees

 

 

 

2,859

 

416

 

Deferred tax assets

 

43,981

 

51,214

 

7,449

 

Goodwill

 

 

20,413

 

2,969

 

Other non-current assets

 

8,085

 

19,030

 

2,768

 

Total non-current assets

 

216,659

 

165,281

 

24,039

 

Total assets

 

2,337,708

 

3,621,248

 

526,689

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term borrowings and current portion of long-term borrowings

 

177,274

 

134,324

 

19,537

 

Accounts payable

 

318,414

 

146,969

 

21,376

 

Amount due to related parties

 

2,467

 

1,564

 

227

 

Advances from customers and deferred revenue

 

80,899

 

229,826

 

33,426

 

Accrued expenses and other current liabilities

 

343,936

 

433,252

 

63,014

 

Total current liabilities

 

922,990

 

945,935

 

137,580

 

Non-current liabilities

 

 

 

 

 

 

 

Long-term borrowings, excluding current portion

 

124,324

 

1,151,560

 

167,488

 

Long-term liabilities

 

 

14,240

 

2,071

 

Total non-current liabilities

 

124,324

 

1,165,800

 

169,559

 

Total liabilities

 

1,047,314

 

2,111,735

 

307,139

 

Mezzanine Equity

 

 

 

 

 

 

 

Redeemable non-controlling interest

 

5,582

 

7,587

 

1,103

 

Total mezzanine equity

 

5,582

 

7,587

 

1,103

 

Equity:

 

 

 

 

 

 

 

Class A Ordinary shares (US$0.001 par value, 150,000,000 shares authorized including class A shares and class B shares, 19,068,224 shares issued and 18,550,770 shares outstanding as of December 31, 2017 and 2018, respectively)

 

126

 

126

 

19

 

Class B Ordinary shares (US$0.001 par value, 150,000,000 shares authorized including class A shares and class B shares, 6,571,429 shares issued and 6,571,429 shares outstanding as of December 31, 2017 and 2018, respectively)

 

41

 

41

 

6

 

Treasury Stock (359,595 and 517,454 Class A ordinary shares as of December 31, 2017 and 2018, respectively, at cost)

 

(42,606

)

(71,018

)

(10,329

)

Accumulated losses

 

(1,432,586

)

(1,280,753

)

(186,278

)

Additional paid-in capital

 

2,763,387

 

2,839,342

 

412,965

 

Accumulated other comprehensive loss

 

(5,304

)

(6,373

)

(927

)

Total equity attributable to ordinary shareholders

 

1,283,058

 

1,481,365

 

215,456

 

Non-redeemable non-controlling interest

 

1,754

 

20,561

 

2,991

 

Total equity

 

1,284,812

 

1,501,926

 

218,447

 

Total liabilities, mezzanine equity and equity

 

2,337,708

 

3,621,248

 

526,689

 

 

12


 

SECOO HOLDING LIMITED

Reconciliations of GAAP and Non-GAAP Results

(All amounts in thousands, except for share and per share data) 

 

 

 

For the Three Months Ended

 

For the Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2017

 

2018

 

2017

 

2018

 

 

 

RMB

 

RMB

 

US$

 

RMB

 

RMB

 

US$

 

Income from operations

 

11,986

 

69,078

 

10,047

 

94,821

 

219,275

 

31,892

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

40,528

 

6,435

 

936

 

46,077

 

23,675

 

3,443

 

Non-GAAP income from operations

 

52,514

 

75,513

 

10,983

 

140,898

 

242,950

 

35,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

46,961

 

48,321

 

7,028

 

133,409

 

155,546

 

22,623

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

40,528

 

6,435

 

936

 

46,077

 

23,675

 

3,443

 

Non-GAAP net income

 

87,489

 

54,756

 

7,964

 

179,486

 

179,221

 

26,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) attributable to ordinary shareholders of Secoo Holding Limited

 

46,978

 

46,474

 

6,759

 

(69,421

)

151,833

 

22,083

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

40,528

 

6,435

 

936

 

46,077

 

23,675

 

3,443

 

Non-GAAP net income/(loss) attributable to ordinary shareholders of Secoo Holding Limited

 

87,506

 

52,909

 

7,695

 

(23,344

)

175,508

 

25,526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

3.42

 

2.11

 

0.31

 

(1.87

)

6.95

 

1.01

 

Diluted

 

3.28

 

2.04

 

0.30

 

(1.87

)

6.72

 

0.98

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income per ADS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

1.71

 

1.05

 

0.15

 

(0.93

)

3.48

 

0.51

 

Diluted

 

1.64

 

1.02

 

0.15

 

(0.93

)

3.36

 

0.49

 

Weighted average number of shares outstanding used in computing the adjusted net income per share

 

 

 

 

 

 

 

 

 

 

 

 

 

— Basic

 

25,565,681

 

25,122,199

 

25,122,199

 

12,500,821

 

25,235,404

 

25,235,404

 

— Diluted

 

26,696,230

 

25,997,057

 

25,997,057

 

12,500,821

 

26,099,501

 

26,099,501

 

 

13