NETS Netshoes (Cayman) Limited

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2017

Commission File Number 001-38055

NETSHOES (CAYMAN) LIMITED

(Exact name of registrant as specified in its charter)

Rua Vergueiro 961, Liberdade

01504-001 São Paulo, São Paulo, Brazil

+55 11 3028-3528

(Address, including zip code, and telephone number, including area code, of registrant’s 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  ☒            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):

Yes  ☐            No  ☒

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):

Yes  ☐            No  ☒

Netshoes Limited Reports Third Quarter 2017 Results

Gross Merchandise Volume up 15.4% year-over-year, or 17.0% on an FX neutral basis, to R$609.5 million

Net sales growth of 7.3% year-over-year, or 8.8% on an FX neutral basis, to R$444.6 million

São Paulo, Brazil – November 13 ^th , 2017 – Netshoes (Cayman) Ltd. (NYSE:NETS) (“Netshoes”), Latin America’s leading online retailer of sporting and lifestyle goods, today reported unaudited consolidated financial results for the three and nine-month periods ending September 30, 2017. The results are stated in Brazilian Reais (“R$”) and prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting.”

Marcio Kumruian, Founder and CEO of Netshoes, commented:

Through September, we continued to deliver Gross Merchandising Volume (GMV) growth combined with an expansion of our market leading position in sporting goods, while continuing to scale in fashion and beauty. As we benefit from continued growth in e-commerce sales in the countries and verticals we operate in, we are simultaneously increasing our addressable market and building the foundation for long-term growth by improving the business mix among the Company ’s strategic pillars - 1P, private label and marketplace operations. These activities will generate additional operating leverage as we gain scale.

Consolidated group GMV in 3Q-2017 increased by 17.0% (FX neutral basis), resulting in a 23.4% (FX neutral basis) growth in the nine months period ended September 30, 2017 on top of a resilient growth rate posted in 2016. This result reflects expanded market share and an increase in our customer base. In the 3Q-2017, the number of registered members increased 21.2% year-over-year (YoY) and our active customer base expanded 18.5%, despite lighter revenues. Importantly, we continue to be at the forefront of the mobile opportunity with 46.7% of orders placed from mobile devices, up from 33.5% in 3Q-2016, resulting in greater customer loyalty and purchase frequency.

In Brazil, Netshoes and Zattini’s stores continued to show growth in 3Q-2017, fueled by (i) the robust performance of marketplace GMV – 419% growth YoY, reaching R$53.0 million or a 9.7% penetration over total GMV in Brazil (up from 2.2% penetration in 3Q-2016) and (ii) strong sales of private label products, which reached 11.0% of net sales in Brazil. The sporting goods category recorded a GMV growth of 15.7%, while Zattini’s fashion and beauty category increased 51.9% on top of a strong growth rate in 2016.

In addition to these categories, we operate a B2B initiative in Brazil - mainly related to nutritional products – which represented 2.6% of the Brazilian operation GMV in 3Q-2017. Due to the adverse results in our B2B business that negatively impacted the Company’s results, our management decided to substantially reduce the scale of the B2B business, while focusing on improving the segment’s economics, working capital dynamics and overall business model. Within this context, we extended payment terms to some B2B clients that we believe have good sales prospects, and took the decision to conservatively record a portion of our B2B accounts receivables as provision for allowance of doubtful accounts. The impact on consolidated results for the quarter was R$14.7 million (3.3% of net sales). Our management team is now focused on finalizing the necessary steps to develop improved controls in order to achieve better economics in what we believe is a strong business opportunity. Excluding the B2B business, GMV in Brazil on an FX neutral basis was up 20.6% over 3Q-2016 and up 21.8% in the accumulated nine months period of 2017.

Consolidated Net Sales in 3Q-2017 increased 8.8% YoY on an FX neutral basis due to the significant increase in marketplace penetration and the negative impact of the B2B business resulting from lower sales and additional returns recorded during the quarter: Excluding the B2B business, Net Sales increased by 11.7% YoY in 3Q-2017 (13.3% on an FX neutral basis), leading to a 12.8% YoY growth for the nine months period (15.5% on an FX neutral basis).

During the last twelve months, relevant improvements were made in our working capital cycle. We remain on target to achieve further improvements as we (i) work towards our goal to achieve a 90 to 100 days inventory level in 2018 and (ii) make additional changes to our client installment payment policy during the coming quarters.

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We are pleased with the development of our business as we build one of Latin America’s most important digital consumer platforms. We are maintaining a good growth rate on our categories through strong and accelerated customer metrics, while consolidating our leadership in the sporting goods category and moving fast in developing the correct environment for fashion. The rapid development of our high-quality marketplace operation, now being complemented by Netshoes Deliveries, shows that we are on the right track to help our vendors and partners in achieving excellence in the service they provide to our customers, keeping a very high customer satisfaction index. We are also investing a great part of our time and energy in our private label assortment to offer better products to our customers every month, more importantly, always respecting our partners.

As a tech Company, we are focused on increasing the customization, doing everything in our power to achieve maximum efficiency and boost the customer service perception. For example, we offer customers the option of collecting their purchases from almost 7 thousand pick up points in an innovative partnership with Correios.

Important to highlight that we are now heading towards the most important quarter of the year, the fourth quarter, when historically we recorded an average of 35% of our total sales with relevant effects to profitability. The Company has prepared itself for a great Black November campaign and year-end sales.

Finally, we are building a solid tech platform, which is more complete, customized and robust every year. Our expectations for the long-term are optimistic and remain unchanged.

Operating Highlights

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Financial Highlights

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Subsequent Events

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In 3Q-2017, the Company’s net working capital cycle was reduced by 19 days to 44 days, compared to 63 days in 3Q-2016.

The inventory cycle was reduced by 3 days when compared to 3Q-2016 but was negatively impacted by the B2B business as the Company accepted product returns from B2B vendors to rebalance inventory in the sales channel. Excluding the B2B business, the inventory cycle would have been 117 days, 24 days lower when compared to 141 days in 3Q-2016 (ex-B2B), well on the way to reaching the target of 90 to 100 days in 2018.

Trade accounts receivable cycle was reduced by 13 days to 13 days in 3Q-2017 due to the factoring of credit card receivables and the increase in the minimum amount for installments, partially offset by the extended payment terms of the B2B business.

The trade accounts payable cycle increased 3 days to 110 days.

As already mentioned, there remains significant opportunity to further streamline the working capital cycle to achieve a negative cash conversion cycle. The Company has increased the minimum threshold for credit card installment payments from R$25.0 to R$40.0 and reduced the maximum number of installments from 12 to 10, which is already benefiting the trade accounts receivable cycle. Management is also committed to further reduce the inventory cycle through adjustments in the B2B business, increase the Marketplace share over total GMV and by gradually adjusting procurement curves with investments in technology. Furthermore, trade accounts payable tends to increase as Zattini grows its share of net sales and the Company continues to expand its scale.

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Total debt in 3Q-2017 amounted to R$286.7 million (of which 37% was short-term debt), comprised of R$191.5 million of working capital credit lines, R$93.7 million of debentures and R$1.5 million of other credit lines. During the quarter, the Company pre-paid R$65.1 million on one of its existing working capital credit lines to reduce financial expenses and gain efficiency in future results.

In 3Q-2017, total cash position amounted to R$342.7 million and total net cash position was R$56.0 million, compared to net debt of R$273.0 million in 3Q-2016.

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During 3Q-2017, the Company generated positive cash flows from operating activities of R$7.8 million of cash, which were primarily attributable to R$6.0 million of cash provided by changes in working capital (a R$71.2 million improvement when compared to R$63.4 million of cash used in 3Q-2016). Factored credit card receivables amounted to R$268.2 million in 3Q-2017, an increase of R$13.1 million over 2Q-2017, and R$176.4 million in 3Q-2016, a drecrease of R$1.9 million over 2Q-2016.

In the 9M-2017, the Company used R$98.9 million in its operating activities compared to R$98.5 million used in 9M-2016. During the current year, R$55.7 million were added to the operation through factoring of credit card receivables, compared to R$106.4 million added during the 9M-2016, reflecting a R$50.3 million improvement in the year-to-date operating cash flow YoY.

Capital expenditures for the 3Q-2017 amounted to R$16.0 million (3.6% of net sales), partially offset by the R$6.7 million release of restricted cash as a result of the reduction in collateral from debt.

In 3Q-2017, the Company used R$103.5 million to pay principal and interest on debt, from which R$65.1 million were used to prepay part of Company’s debt to reduce financial expenses. In 3Q-2016, R$92.0 million were provided by the emission of new debt, net of interest payments.

As a result, the change in cash and cash equivalents was negative R$106.0 million in 3Q-2017, compared to positive R$10.7 million in 3Q-2016.

Contributing to further improvements in future operating cash flow, recent changes in Brazilian judicial deposits should bring additional cash release in the upcoming months. The deposits that have been made on a monthly basis related to the PIS/COFINS (VAT) sales tax claim against the Brazilian tax authority ceased in August/17 supported by an injunction obtained by the Company (as the Brazilian Federal Supreme Court has already ruled in favor of the Companies in March-2017), contributing approximately to a R$30-40 million yearly cash release in the future.

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3Q-2017 Conference Call Information

A conference call with live webcast will be held tomorrow, November 14, 2017 at 8:30 am (Eastern Time).

Investors and other interested participants can access the call by dialing 1-877-883-0383 in the U.S. and 1-412-902-6506 internationally. The passcode for the conference line is 1018177 . An archived webcast will be available on our IR website. For more information visit: http://investor.netshoes.com.

About Netshoes

Founded in 2000, Netshoes is the leading sports and lifestyle online retailer in Latin America and one of the largest online retailers in the region, with operations in Brazil, Argentina, and Mexico. Through the websites Netshoes, Zattini and Shoestock, as well as through partner-branded store sites the Company manages, it offers customers a wide selection of products and services for sports, fashion and beauty.

Core to the Company’s success has been a relentless focus on delivering a superior customer experience. As one of the first companies in Latin America to provide online retail offerings, Netshoes benefits from its early mover advantage, which has allowed the Company to capture significant market share and achieve a leadership position in a large and expanding addressable market. For more information, visit: http://investor.netshoes.com

Investor Relations Contact

Otavio Lyra, Investor Relations Officer

São Paulo, Brazil

Phone:  +55 11 3028-3528

Email:  ir@netshoes.com

http://investor.netshoes.com

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Forward-Looking Statements

This press release, prepared by Netshoes (Cayman) Limited (the “Company”), contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange of 1934, as amended. Statements contained herein that are not clearly historical in nature, including statements about the Company’s strategies and business plans, are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” ”strategy,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. The Company may also make forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), in press releases and other written materials and in oral statements made by its officers and directors. These forward-looking statements speak only as of the date they are made and are based on the Company’s current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond the Company’s control. 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: Company’s goals and strategies; Company’s future business development; Company’s ability to maintain sufficient working capital, the continued growth of eCommerce in Latin America, the Company’s ability to predict and react to changes in consumer demand or shopping patterns, Company’s ability to retain or increase engagement of consumers, Company’s ability to maintain or grow its net sales or business, general economic and political conditions in the countries where it operates. Further information regarding these and other risks is included in the Company’s filings with the SEC. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this announcement. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented as there is no guarantee that expected events, trends or results will actually occur. We undertake no obligation to update any forward-looking statements, whether as a result of new information or future events or for any other reason.

This press release may also contain estimates and other information concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and have not independently verified the accuracy or completeness of the information.

Non-IFRS Financial Measures

The Company presents non-IFRS measures when it believes that the additional information is useful and meaningful to investors. Non-IFRS financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-IFRS financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

This press release includes unaudited non-IFRS financial measures, including GMV, Adjusted Selling and Marketing Expenses, Adjusted General and Administrative Expenses, Net Adjusted Financial Result, Certain Other Net Financial Result, Adjusted Operating Expenses, EBITDA, EBITDA Margin, EBITDA Brazil and EBITDA International.

(1): “GMV” is defined as the sum of net sales, returns, GMV from marketplace and net sales taxes, less marketplace and NCard activation commission fees;

(2) “Adjusted Selling and Marketing Expenses” is defined as selling and marketing expenses less amortization and depreciation expenses;

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(3) “Adjusted General and Administrative Expenses” is defined as general and administrative expenses less amortization and depreciation expenses;

(4) “Net Adjusted Financial Result” is defined as the sum of financial income and financial expenses less “Certain Other Net Financial Result”;

(5) “Certain Other Net Financial Result” is defined as the sum of foreign exchange gains/losses, derivative financial instruments gains/losses, bank charges and other financial income/expenses;

(6) “Adjusted Operating Expenses” is defined as operating expenses (selling and marketing, general and administrative and other operating expenses) less amortization and depreciation expenses, plus “Certain Other Net Financial Result”;

(7) “EBITDA” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(8) “EBITDA Brazil” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(9) “EBITDA International” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(10) “EBITDA Margin” is defined as EBITDA divided by net sales for the relevant period, expressed as a percentage.

The following table shows the reconciliation for GMV, as described above:

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The following table shows the reconciliation for Net Adjusted Financial Result and Certain Other Net Financial Result as described above:

1) Net Financial Result: consists of Interest income/expenses, Imputed interest on installment sales, Imputed interest on credit purchases, Debt issuance costs, Foreign exchange gains/loss, Derivative financial instruments gains/loss, Bank charges and Other financial income/expenses.

The following table shows the reconciliation for EBITDA, EBITDA Margin, EBITDA Brazil and EBITDA International as described above:

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The following table shows the reconciliation for Adjusted Operating Expenses, as described above:

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Certain Definitions:

Registered members

Is the sum of all people that have completed the registration form in all the Company’s websites.

Active customers

Are customers who made purchases online with the Company during the preceding twelve months as of the relevant dates.

Repeat customers

Are the sum of orders placed by customers who have previously purchased from the Company during the preceding twelve months as of the relevant dates.

Invoiced orders

Are the total number of orders invoiced to active customers during the relevant period (online and offline sales).

Orders placed from mobile devices

The sum of total orders placed by active customers through the Company’s mobile site and applications as a percentage of total orders placed by active customers for the relevant period.

Average basket size

Is the sum of invoiced order value in connection with a product sale (online and offline), including shipping fees and taxes, divided by the number of total invoiced orders for the relevant period. Excludes B2B and NCard operations.

Gross merchandise volume (“GMV”)

Is the sum of net sales, returns, GMV from marketplace and net sales taxes. Excludes marketplace and NCard activation commission fees.

Net Working Capital Cycle

Is the sum of the balances of (a) Trade accounts receivable and (b) Inventories, less (c) the balance of Trade accounts payable, plus the balance of (d) Reverse factoring.

Partner-branded stores

All partner-branded online stores that the Company manages.

Foreign Exchange Neutral (“FX Neutral”)

Growth rate shown on constant local currency basis, in order to demonstrate what the results would have been had exchange rates in Mexico and Argentina remained constant during the period comparison.

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NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Financial Position

December 31, 2016 and September 30, 2017

(Reais and Dollars in thousands)

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