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 November 2023
Commission File Number: 001-37385
Baozun Inc.
No. 1-9, Lane 510, West Jiangchang Road
Shanghai 200436
The People’s Republic of China
(Address of principal executive office)
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 ¨
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): ¨
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): ¨
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.
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Baozun Inc. |
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By: |
/s/ Arthur Yu |
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Name: |
Arthur Yu |
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Title: |
Chief Financial Officer |
Date: November 22, 2023
Exhibit Index
Exhibit 99.1
Baozun Announces Third Quarter 2023 Unaudited
Financial Results
SHANGHAI, China, November 22, 2023 - Baozun Inc.
(Nasdaq: BZUN and HKEX: 9991) (“Baozun”, the “Company” or the “Group”), a leading brand e-commerce
solution provider and digital commerce enabler in China, today announced its unaudited financial results for the third quarter ended September
30, 2023.
Mr. Vincent Qiu, Chairman and Chief Executive
Officer of Baozun, stated, “I am pleased that Baozun Group is collectively demonstrating significant progress in our transformation
efforts. Despite macro headwinds, we grew revenue 5% year-over-year, and achieved significant year-over-year improvement in operating
cash flow. BBM is executing well on its transformation of GAP Shanghai, accomplishing a wide array of successes, including new products,
new store openings, and increased brand marketing and visibility. These “premium-ization of GAP” efforts ensure the success
of shifting from a discount-driven approach to one that focuses on building consumer love for our brand and products. During the quarter,
we successfully launched our new Retail Operating Platform for Gap Shanghai, establishing a solid foundation for Gap’s continuous
digital transformation.”
“We are also excited to announce a contemplated
51% equity acquisition of Hangzhou Location Information Technology Co., Ltd. ("Location"), a top-tier Douyin partner specializing
in Apparel and Accessories. Location was one of the first movers in the Douyin ecosystem, and a pioneer in the livestreaming space. We’re
thrilled about the synergistic blend of our market leadership in creative content, compelling portfolio of brand partners and profound
e-commerce operating experiences with Location’s exceptional skills and insights in daily livestreaming. This synergy solidifies
our leadership in the Douyin ecosystem and expands on our success in other major brand e-commerce platforms, representing another important
milestone in our strategic transformation.” Mr. Qiu concluded.
Mr. Arthur Yu, Chief Financial Officer of Baozun and President of BEC,
commented, “Despite a weaker economic environment and stronger seasonality, we are making notable progress in our business transformation.
This marks the first third quarter since our IPO that Baozun achieved positive operating cash flow, largely driven by business optimization,
cost reduction, and improved working capital efficiency. Additionally, we continue to make progress in developing our omni-channel network,
achieving double-digit GMV growth from both the Tencent mini-program and Douyin ecosystems during the quarter. Now, with the strategic
alliance with Location, we believe we are even stronger in the dynamic e-commerce environment, further enhancing our value proposition
to our brand partners.”
Third Quarter 2023 Financial Highlights
| · | Total net revenues were RMB1,823.6 million (US$1250.0
million), representing an increase of 4.7% compared with RMB1,741.3 million in the same quarter of last year. |
| · | Loss from operations was RMB135.7 million (US$18.6
million), compared with RMB26.3 million in the same quarter of last year.
Operating margin was negative 7.4%, compared with negative 1.5% for the same
period of 2022. |
1 This announcement contains translations
of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise
noted, the translation of RMB into US$ has been made at RMB7.2960 to US$1.00, the noon buying rate in effect on September 29, 2023 as
set forth in the H.10 Statistical Release of the Federal Reserve Board.
| · | Non-GAAP loss from operations2
was RMB90.4 million (US$12.4 million), compared with non-GAAP income from operations RMB16.9 million in the same quarter of last year.
Non-GAAP operating margin was negative 5.0%, compared with positive 1.0% for the same period of 2022. |
| · | Adjusted
operating loss of E-Commerce3 was RMB40.3 million (US$5.5 million). |
| · | Adjusted operating loss of Brand Management3
was RMB50.1 million (US$6.9 million). |
| · | Net loss attributable to ordinary shareholders
of Baozun was RMB126.4 million (US$17.3 million), compared with RMB168.9 million for the same period of 2022. |
| · | Non-GAAP net loss attributable to ordinary shareholders
of Baozun4 was RMB76.4 million (US$10.5 million), compared withRMB13.1 million for the
same period of 2022. |
| · | Basic and diluted net loss attributable to ordinary
shareholders of Baozun per American Depositary Share (“ADS5”) were both
RMB2.12 (US$0.29), compared with both RMB2.88 for the same period of 2022. |
| · | Basic and diluted non-GAAP net loss attributable
to ordinary shareholders of Baozun per ADS6 were both RMB1.28 (US$0.18), compared with
both RMB0.22 for the same period of 2022. |
| · | Cash and cash equivalents, restricted cash, and
short-term investments totaled RMB2,930.7 million (US$401.7 million), as of September 30, 2023, compared with RMB3,141.1 million as of
December 31, 2022. |
Reconciliations of GAAP measures to non-GAAP measures
presented above are included at the end of this results announcement.
Adjusted operating profits/losses are included
in the Segments data of Segment Information.
2 Non-GAAP income (loss) from operations is a non-GAAP
financial measure, which is defined as income (loss) from operations excluding the impact of share-based compensation expenses, amortization
of intangible assets resulting from business acquisition and acquisition-related expenses.
3 Following the acquisition of Gap Shanghai, the Group
updated its operating segment structure resulting in two segments, which were (i) E-Commerce; (ii) Brand Management, for more information,
please refer to Supplemental Information.
4 Non-GAAP net income (loss) attributable to ordinary shareholders
of Baozun is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun excluding
the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related
expenses, impairment of goodwill and investments, loss on variance from expected contingent acquisition payment, cancellation fees of
repurchased ADSs and returned ADSs, fair value loss on derivative liabilities, loss on disposal of subsidiaries and investment in equity
investee, and unrealized investment loss.
5 Each ADS represents three Class A ordinary shares.
6 Basic and diluted non-GAAP net income (loss) attributable
to ordinary shareholders of Baozun per ADS are non-GAAP financial measures, which are respectively defined as non-GAAP net income (loss)
attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating basic and diluted net
income (loss) per ordinary share multiplied by three, respectively.
Business Highlights
Baozun e-Commerce, or “BEC”
BEC includes our China e-commerce businesses,
such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT and digital
marketing. During the quarter, revenue from store operations of Apparel and Accessories delivered year-over-year growth driven by solid
industry momentum and incremental value-added services penetration.
Omni-channel expansion remains a key theme for
our brand partners. Gross Merchandise Volume (GMV)7
generated from non-TMALL marketplaces and channels accounted for approximately 40.2% of total GMV during the quarter, compared with 31.1%
for the same period of 2022. By the end of the third quarter, approximately 45.0% of our brand partners engaged with us for store operations
of at least two channels, compared with 42.4% a year ago.
Baozun Brand Management, or “BBM”
BBM engages in holistic brand management, including
strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics and technology empowerment.
We aim to leverage our portfolio of technologies to forge longer and deeper relationships with brands.
In the third quarter of 2023, BBM continued to
focus on transforming Gap Shanghai – from a discount-driven approach to one that focuses on building consumer love for our brand
and products. During the quarter, product sales for BBM totaled RMB296.3 million. Gross profit margin of product sales for BBM in the
third quarter of 2023 was 55.5%, further improved from previous quarters.
Third Quarter 2023 Financial Results
Total net revenues were RMB1,823.6 million
(US$250.0 million), an increase of 4.7% from RMB1,741.3 million in the same quarter of last year. The increase in total net revenues was
mainly due to the incremental revenue contribution from BBM, a new line of business the Company launched in the first quarter of 2023.
Total product sales revenue was RMB707.9
million (US$97.0 million), compared with RMB497.1 million in the same quarter of last year, of which,
| · | Product sales revenue of E-Commerce was RMB411.6 million (US$56.4 million), a decrease of 17.2
% from RMB497.1 million in the same quarter of last year. The decrease was primarily attributable to the macro-economic weakness, along
with stronger seasonality in e-commerce industry this year, as well as the Company’s optimization of its product distribution model. |
7 GMV includes value added tax and
excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases
that have not been settled.
The following table sets forth a breakdown of product sales
revenues of E-Commerce by key categories 8
for the periods indicated:
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | | |
| |
| | |
RMB | | |
% of
Net Revenues | | |
RMB | | |
US$ | | |
% of
Net Revenues | | |
YoY
Change | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
(In millions, except for percentage) | |
| Product Sales of E-Commerce | |
| | |
| | |
| | |
| | |
| | |
| |
| Appliances | |
| 212.2 | | |
| 13 | % | |
| 179.5 | | |
| 24.6 | | |
| 11 | % | |
| -15 | % |
| Beauty and cosmetics | |
| 76.2 | | |
| 4 | % | |
| 76.3 | | |
| 10.5 | | |
| 4 | % | |
| 0 | % |
| Fast moving consumer goods | |
| 66.1 | | |
| 4 | % | |
| 31.7 | | |
| 4.3 | | |
| 2 | % | |
| -52 | % |
| Electronics | |
| 50.5 | | |
| 3 | % | |
| 25.8 | | |
| 3.5 | | |
| 1 | % | |
| -49 | % |
| Others | |
| 92.1 | | |
| 5 | % | |
| 98.3 | | |
| 13.5 | | |
| 5 | % | |
| 7 | % |
| Total net revenues from product sales of E-Commerce | |
| 497.1 | | |
| 29 | % | |
| 411.6 | | |
| 56.4 | | |
| 23 | % | |
| -17 | % |
| · | Product sales revenue of Brand Management was RMB296.3 million (US$40.6 million), which mainly
comprised retail revenue from Gap Shanghai business, including both offline store sales and online sales. |
Services revenue was RMB1,115.8 million
(US$152.9 million), a decrease of 10.3% from RMB1,244.2 million in the same quarter of last year. The decrease was primarily due to revenue
reduction of RMB65.7 million from warehousing and fulfillment due to lower volume of warehousing business and the disposal of a loss-making
subsidiary during the third quarter of 2022, and a reduction of RMB44.3 million from Digital marketing and IT solutions, due to fewer
performance-marketing initiatives during the quarter, partially offset by increasing revenue from value-added content driven marketing
and revenue streams from IT monetization.
The following table sets forth a breakdown of services revenue by business
models for the periods indicated:
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | | |
| |
| | |
RMB | | |
% of
Net Revenues | | |
RMB | | |
US$ | | |
% of
Net Revenues | | |
YoY
Change | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
(In millions, except for percentage) | |
| Services revenue | |
| | |
| | |
| | |
| | |
| | |
| |
| Online store operations | |
| 347.9 | | |
| 20 | % | |
| 340.7 | | |
| 46.7 | | |
| 19 | % | |
| -2 | % |
| Warehousing and fulfillment | |
| 492.4 | | |
| 28 | % | |
| 431.7 | | |
| 59.1 | | |
| 23 | % | |
| -12 | % |
| Digital marketing and IT solutions | |
| 403.9 | | |
| 23 | % | |
| 362.7 | | |
| 49.7 | | |
| 20 | % | |
| -10 | % |
| Inter-segment
eliminations9 | |
| - | | |
| - | | |
| (19.3 | ) | |
| (2.6 | ) | |
| -1 | % | |
| n/a | |
| Total net revenues from services | |
| 1,244.2 | | |
| 71 | % | |
| 1,115.8 | | |
| 152.9 | | |
| 61 | % | |
| -10 | % |
8 Key categories refer to the categories
that accounted for no less than 10% of product sales revenues during the periods indicated.
9 The inter-segment eliminations mainly
consist of revenues from online store operations, digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand
Management.
Breakdown of total net revenues of online store
operations of services by key categories 10
of services for the periods indicated:
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | | |
| |
| | |
RMB | | |
% of
Net Revenues | | |
RMB | | |
US$ | | |
% of
Net Revenues | | |
YoY
Change | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
(In millions, except for percentage) | |
| Online store operations in Services revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Apparel and accessories | |
| 231.9 | | |
| 13 | % | |
| 248.4 | | |
| 34.0 | | |
| 14 | % | |
| 7 | % |
| - Luxury | |
| 92.9 | | |
| 5 | % | |
| 86.3 | | |
| 11.8 | | |
| 5 | % | |
| -7 | % |
| - Sportswear | |
| 80.4 | | |
| 5 | % | |
| 101.3 | | |
| 13.9 | | |
| 6 | % | |
| 26 | % |
| - Other apparel | |
| 58.6 | | |
| 3 | % | |
| 60.8 | | |
| 8.3 | | |
| 3 | % | |
| 4 | % |
| Others | |
| 116.0 | | |
| 7 | % | |
| 92.3 | | |
| 12.7 | | |
| 5 | % | |
| -20 | % |
| Inter-segment
eliminations11 | |
| - | | |
| - | | |
| (11.2 | ) | |
| (1.5 | ) | |
| -1 | % | |
| n/a | |
| Total net revenues from online store operations in services | |
| 347.9 | | |
| 20 | % | |
| 329.5 | | |
| 45.2 | | |
| 18 | % | |
| -5 | % |
Total operating expenses were RMB1,959.4
million (US$268.6 million), compared with RMB1,767.5 million in the same quarter of last year. The increase in operating expense is mainly
attributing to the acquisition of Gap Shanghai. Besides operating expense from GAP Shanghai, the remaining operating expenses decreased
by RMB137.9 million, representing a 7.8% decrease compared with the same quarter of last year.
| · | Cost of products was RMB491.2 million (US$67.3 million), compared with RMB414.8 million in the
same quarter of last year. The increase was primarily due to the incremental cost of product of RMB130.5 million related to Gap Shanghai,
a subsidiary the Company acquired in the first quarter of 2023. |
| · | Fulfillment expenses were RMB513.0 million (US$70.3 million), compared with RMB575.9 million in
the same quarter of last year. The decrease was primarily due to a decrease in revenue from warehouse and logistics business and a reduction
of RMB27.7 million in freight expenses resulting from the Company’s divesture of a subsidiary of its warehouse and supply chain
businesses in the third quarter of 2022 and additional savings in customer services expenses resulting from the Company’s expanding
use of regional service centers. |
| · | Sales and marketing expenses were RMB637.5 million (US$87.4 million), compared with RMB602.4 million
in the same quarter of last year. The increase was mainly due to the incremental sales and marketing expenses of RMB81.7 million related
to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023. |
10 Key categories refer to the categories
that accounted for no less than 10% of services revenue during the periods indicated.
11 The inter-segment eliminations
mainly consist of revenues from store operation services provided by E-Commerce to Gap, a brand under Brand Management.
| · | Technology and content expenses were RMB120.4 million (US$16.5 million), compared with RMB98.3
million in the same quarter of last year. The increase was mainly due to the Company’s ongoing investment in technological innovation
and productization, partially offset by the Company’s cost control initiatives and efficiency improvements. |
| · | General and administrative expenses were RMB214.5 million (US$29.4 million), compared with RMB97.7
million in the same quarter of last year. The increase was primarily due to an incremental expense of RMB110.2 million related to Brand
Management, including the expenses related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, as well as
strategic investments expenses in Creative Content to Commerce business unit and brand management. |
Loss from operations was RMB 135.7 million
(US$18.6 million), compared with RMB26.3 million in the same quarter of last year. Operating margin was negative 7.4%, compared with negative
1.5% in the same quarter of last year.
Non-GAAP loss from operations was RMB90.4
million (US$12.4 million), compared with non-GAAP income from operations RMB16.9 million in the same quarter of last year. The decrease
was mainly due to the loss generated from Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, which has been
significantly narrowed on a comparable basis, along with lower profitability in BEC businesses due to weak macro conditions and stronger
seasonality.
Adjusted operating loss of E-Commerce was
RMB40.3 million (US$5.5 million), compared with adjusted operating profit of RMB16.9 million in the same quarter of last year. Adjusted
operating loss of Brand Management was RMB50.1 million (US$6.9 million).
Unrealized investment loss was RMB7.8 million
(US$1.1 million), compared with RMB8.2 million in the same quarter of last year. The unrealized investment loss of this quarter was mainly
related to the decrease in the trading price of Lanvin Group, a company successfully listed on the New York Stock Exchange in December
2022 that the Company invested in June 2021.
Net loss attributable to ordinary shareholders
of Baozun was RMB126.4 million (US$17.3 million), compared with RMB168.9 million in the same quarter of last year.
Basic and diluted net loss attributable to
ordinary shareholders of Baozun per ADS were both RMB2.12 (US$0.29), compared with both RMB2.88 for the same period of 2022.
Non-GAAP net loss attributable to ordinary
shareholders of Baozun Inc. was RMB76.4 million (US$10.5 million), compared with RMB13.1 million in the same quarter of last year.
Basic and diluted non-GAAP net loss attributable
to ordinary shareholders of Baozun per ADS were both RMB1.28 (US$0.18), compared with both RMB0.22 for the same period of 2022.
Segment Information
| (a) | Description of segments |
Following the acquisition of Gap Shanghai, the Group
updated its operating segments structure resulting in two segments, which were (i) E-Commerce and (ii) Brand Management;
The following summary describes the operations in
each of the Group’s operating segment:
| (i) | E-Commerce focuses on Baozun traditional e-commerce service business and comprises two business lines, BEC (Baozun E-Commerce)
and BZI (Baozun International). |
| a> | BEC includes our mainland China e-commerce businesses, such as brands’ store operations, customer services and value-added services
in logistics and supply chain management, IT and digital marketing. |
| b> | BZI includes our e-commerce businesses outside of mainland China, including locations such as Hong Kong, Macau, Taiwan, South East
Asia and Europe. |
| (ii) | Brand Management engages in holistic brand management, encompassing strategy and tactic positioning, branding and marketing,
retail and e-commerce operations, supply chain and logistics and technology empowerment to leverage our portfolio of technologies to forge
into longer and deeper relationships with brands. |
| | | |
The table below provides a summary of the Group’s
reportable segment results for the three months ended September 30, 2022 and 2023, with prior periods’ segment information retrospectively
recast to conform to current period presentation:
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | |
| Net revenues: | |
| | | |
| | |
| E-Commerce | |
| 1,741,272 | | |
| 1,543,276 | |
| Brand Management | |
| - | | |
| 299,645 | |
| Inter-segment eliminations * | |
| - | | |
| (19,279 | ) |
| Total consolidated net revenues | |
| 1,741,272 | | |
| 1,823,642 | |
| | |
| | | |
| | |
| **Adjusted Operating Profits (Losses): | |
| | | |
| | |
| E-Commerce | |
| 16,913 | | |
| (40,300 | ) |
| Brand Management | |
| - | | |
| (50,091 | ) |
| Total Adjusted Operating Profits | |
| 16,913 | | |
| (90,391 | ) |
| Inter-segment eliminations * | |
| - | | |
| - | |
| Unallocated expenses: | |
| | | |
| | |
| Share-based compensation expenses | |
| (33,829 | ) | |
| (29,415 | ) |
| Amortization of intangible assets resulting from business acquisition | |
| (9,340 | ) | |
| (7,911 | ) |
| Acquisition-related expenses | |
| - | | |
| (7,995 | ) |
| Total other income (expenses) | |
| (126,197 | ) | |
| 4,198 | |
| Loss before income tax | |
| (152,453 | ) | |
| (131,514 | ) |
*The
inter-segment eliminations mainly consist of revenues from services provided by E-Commerce to Brand Management.
**Adjusted Operating
Profits (Losses) represent segment profits (losses), which is income (loss) from operations from each segment without allocating share-based
compensation expenses, acquisition-related expenses and amortization of intangible assets resulting from business acquisition.
Supplemental Information
Baozun Signs Term Sheet to Acquire 51% Equity Interest of Location
Baozun has signed a Key Term Confirmation Letter ("Term Sheet")
with Hangzhou Location Information Technology Co., Ltd. ("Location") and other relevant parties regarding its equity investment
in Location in November 2023. Baozun plans to acquire 51% of Location's equity through capital increase and equity transfer.
Except for the provisions regarding period of
validity, exclusivity, confidentiality, governing law and dispute resolution in the Term Sheet, the terms and conditions of the proposed
transaction agreed in the Term Sheet are not legally binding on any party. If the proposed transaction is completed, the rights and obligations
of all parties shall be governed by the contents of the definitive transaction documents.
Conference Call
The Company will host a conference call to discuss
the earnings at 6:30 a.m. Eastern Time on Wednesday, November 22, 2023 (7:30 p.m. Beijing time on the same day).
Dial-in details for the earnings conference call
are as follows:
| United States: |
1-888-317-6003 |
| Hong Kong: |
800-963-976 |
| Singapore: |
800-120-5863 |
| Mainland China: |
4001-206-115 |
| International: |
1-412-317-6061 |
| Passcode: |
6234438 |
A replay of the conference call may be accessible
through November 29, 2023 by dialing the following numbers:
| United States: |
1-877-344-7529 |
| International: |
1-412-317-0088 |
| Canada: |
855-669-9658 |
| Replay Access Code: |
3958715 |
A live webcast of the conference call will be
available on the Investor Relations section of Baozun’s website at http://ir.baozun.com. An archived webcast will be available
through the same link following the call.
Use of Non-GAAP Financial Measures
The Company also uses certain non-GAAP
financial measures in evaluating its business. For example, the Company uses non-GAAP income (loss) from operations, non-GAAP
operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders
of Baozun and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS, as
supplemental measures to review and assess its financial and operating performance. The presentation of these non-GAAP financial
measures is not intended to be considered in isolation, or as a substitute for the financial information prepared and presented in
accordance with U.S. GAAP.
The Company defines non-GAAP income (loss) from
operations as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets
resulting from business acquisition and acquisition-related expenses. The Company defines non-GAAP operating margin as non-GAAP income
(loss) from operations as a percentage of total net revenues. The Company defines non-GAAP net income (loss) as net income (loss) excluding
the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related
expenses, impairment of goodwill and investments, loss on variance from expected contingent acquisition payment, cancellation fees of
repurchased ADSs and returned ADSs, fair value loss on derivative liabilities, loss on disposal of subsidiaries and investment in equity
investee, and unrealized investment loss. The Company defines non-GAAP net margin as non-GAAP net income (loss) as a percentage of total
net revenues. The Company defines non-GAAP net income (loss) attributable to ordinary shareholders of Baozun as net income (loss)
attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible
assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, loss on variance from
expected contingent acquisition payment, cancellation fees of repurchased ADSs and returned ADSs, fair value loss on derivative liabilities,
loss on disposal of subsidiaries and investment in equity investee, and unrealized investment loss. The Company defines non-GAAP net income
(loss) attributable to ordinary shareholders of Baozun per ADS as non-GAAP net income (loss) attributable to ordinary shareholders
of Baozun divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by
three.
The Company presents the non-GAAP financial measures
because they are used by the Company’s management to evaluate the Company’s financial and operating performance and formulate
business plans. Non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary
shareholders of Baozun and Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS reflect
the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. The Company believes
that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the Company’s current operating
performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP
financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items
that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the Company’s
core operating results and business outlook.
The non-GAAP financial measures are not defined
under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations
as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP
net income (loss) attributable to ordinary shareholders of Baozun, and non-GAAP net income (loss) attributable to ordinary shareholders
of Baozun per ADS is that they do not reflect all items of income and expense that affect the Company’s operations.
Further, the non-GAAP measures may differ from
the non-GAAP measures used by other companies, including peer companies, potentially limiting the comparability of their financial results
to the Company’s. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP operating margin,
non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and
non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS for the period should not be considered in
isolation from or as an alternative to income (loss) from operations, operating margin, net income (loss), net margin, net income (loss)
attributable to ordinary shareholders of Baozun and net income (loss) attributable to ordinary shareholders of Baozun per
ADS, or other financial measures prepared in accordance with U.S. GAAP.
The Company compensates for these limitations
by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when
evaluating the Company’s performance. The company encourages you to review the company’s financial information in its entirety
and not rely on a single financial measure. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP
financial measures, please see the section of the accompanying tables titled, “Reconciliations of GAAP and Non-GAAP Results.”
Safe Harbor 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,” “confident,”
“potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,”
“looking forward,” “outlook” or other similar expressions. Statements that are not historical facts, including
but not limited to statements about Baozun’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 Baozun’s filings with the United States Securities and Exchange Commission
and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information
provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date,
and Baozun undertakes no obligation to update such information, except as required under applicable law.
About Baozun Inc.
Founded in 2007, Baozun Inc. is a leader in brand
e-commerce service, brand management, and digital commerce service. It serves more than 400 brands from various industries and sectors
around the world, including East and Southeast Asia, Europe and North America.
Baozun Inc. comprises three major business lines
- Baozun e-Commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI) and is committed to accelerating high-quality
and sustainable growth. Driven by the principle that “Technology Empowers the Future Success”, Baozun’s business lines
are devoted to empowering their clients’ business and navigating their new phase of development.
For more information, please visit http://ir.baozun.com.
For investor and media inquiries, please contact:
Baozun Inc.
Ms. Wendy Sun
Email: ir@baozun.com
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| | |
As of | |
| | |
December 31, 2022 | | |
September 30, 2023 | | |
September 30, 2023 | |
| | |
RMB | | |
RMB | | |
US$ | |
| ASSETS | |
| | |
| | |
| |
| Current assets | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 2,144,020 | | |
| 2,157,961 | | |
| 295,773 | |
| Restricted cash | |
| 101,704 | | |
| 54,068 | | |
| 7,411 | |
| Short-term investments | |
| 895,425 | | |
| 718,655 | | |
| 98,500 | |
| Accounts receivable, net | |
| 2,292,678 | | |
| 1,664,731 | | |
| 228,170 | |
| Inventories | |
| 942,997 | | |
| 1,130,888 | | |
| 155,001 | |
| Advances to suppliers | |
| 372,612 | | |
| 411,863 | | |
| 56,451 | |
| Prepayments and other current assets | |
| 554,415 | | |
| 592,472 | | |
| 81,207 | |
| Amounts due from related parties | |
| 93,270 | | |
| 71,726 | | |
| 9,831 | |
| Total current assets | |
| 7,397,121 | | |
| 6,802,364 | | |
| 932,344 | |
| | |
| | | |
| | | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| Investments in equity investees | |
| 269,693 | | |
| 299,383 | | |
| 41,034 | |
| Property and equipment, net | |
| 694,446 | | |
| 854,152 | | |
| 117,071 | |
| Intangible assets, net | |
| 310,724 | | |
| 307,791 | | |
| 42,186 | |
| Land use right, net | |
| 39,490 | | |
| 38,721 | | |
| 5,307 | |
| Operating lease right-of-use assets | |
| 847,047 | | |
| 1,087,413 | | |
| 149,042 | |
| Goodwill | |
| 336,326 | | |
| 346,914 | | |
| 47,549 | |
| Other non-current assets | |
| 65,114 | | |
| 57,732 | | |
| 7,913 | |
| Deferred tax assets | |
| 162,509 | | |
| 205,204 | | |
| 28,126 | |
| Total non-current assets | |
| 2,725,349 | | |
| 3,197,310 | | |
| 438,228 | |
| | |
| | | |
| | | |
| | |
| Total assets | |
| 10,122,470 | | |
| 9,999,674 | | |
| 1,370,572 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Short-term loan | |
| 1,016,071 | | |
| 976,310 | | |
| 133,814 | |
| Accounts payable | |
| 474,732 | | |
| 536,228 | | |
| 73,496 | |
| Notes payable | |
| 487,837 | | |
| 320,000 | | |
| 43,860 | |
| Income tax payables | |
| 46,828 | | |
| 20,779 | | |
| 2,848 | |
| Accrued expenses and other current liabilities | |
| 1,025,540 | | |
| 1,036,029 | | |
| 142,004 | |
| Derivative liabilities | |
| 364,758 | | |
| - | | |
| - | |
| Amounts due to related parties | |
| 30,434 | | |
| 28,876 | | |
| 3,958 | |
| Current operating lease liabilities | |
| 235,445 | | |
| 299,541 | | |
| 41,056 | |
| Total current liabilities | |
| 3,681,645 | | |
| 3,217,763 | | |
| 441,036 | |
| | |
| | | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| 28,082 | | |
| 26,682 | | |
| 3,657 | |
| Long-term operating lease liabilities | |
| 673,955 | | |
| 851,382 | | |
| 116,692 | |
| Other non-current liabilities | |
| 62,450 | | |
| 57,644 | | |
| 7,901 | |
| Total non-current liabilities | |
| 764,487 | | |
| 935,708 | | |
| 128,250 | |
| | |
| | | |
| | | |
| | |
| Total liabilities | |
| 4,446,132 | | |
| 4,153,471 | | |
| 569,286 | |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
| | |
As of | |
| | |
December 31, 2022 | | |
September 30, 2023 | | |
September 30, 2023 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Redeemable non-controlling interests | |
| 1,438,082 | | |
| 1,560,795 | | |
| 213,924 | |
| | |
| | | |
| | | |
| | |
| Baozun Inc. shareholders’ equity: | |
| | | |
| | | |
| | |
| Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 163,100,873 and 165,629,464 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively) | |
| 116 | | |
| 93 | | |
| 13 | |
| Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively) | |
| 8 | | |
| 8 | | |
| 1 | |
| Additional paid-in capital | |
| 5,129,103 | | |
| 4,544,489 | | |
| 622,874 | |
| Treasury shares | |
| (832,578 | ) | |
| - | | |
| - | |
| Accumulated deficit | |
| (228,165 | ) | |
| (458,173 | ) | |
| (62,800 | ) |
| Accumulated other comprehensive income | |
| 15,678 | | |
| 56,034 | | |
| 7,680 | |
| | |
| | | |
| | | |
| | |
| Total Baozun Inc. shareholders' equity | |
| 4,084,162 | | |
| 4,142,451 | | |
| 567,768 | |
| | |
| | | |
| | | |
| | |
| Non-controlling interests | |
| 154,094 | | |
| 142,957 | | |
| 19,594 | |
| | |
| | | |
| | | |
| | |
| Total Shareholders’ equity | |
| 4,238,256 | | |
| 4,285,408 | | |
| 587,362 | |
| | |
| | | |
| | | |
| | |
| Total liabilities, redeemable non-controlling interests and Shareholders’ equity | |
| 10,122,470 | | |
| 9,999,674 | | |
| 1,370,572 | |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
(In thousands, except for share and per share
data and per ADS data)
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Net revenues | |
| | | |
| | | |
| | |
| Product sales(1) | |
| 497,098 | | |
| 707,855 | | |
| 97,020 | |
| Services | |
| 1,244,174 | | |
| 1,115,787 | | |
| 152,931 | |
| Total net revenues | |
| 1,741,272 | | |
| 1,823,642 | | |
| 249,951 | |
| | |
| | | |
| | | |
| | |
| Operating expenses (2) | |
| | | |
| | | |
| | |
| Cost of products | |
| (414,776 | ) | |
| (491,160 | ) | |
| (67,319 | ) |
| Fulfillment(3) | |
| (575,875 | ) | |
| (512,997 | ) | |
| (70,312 | ) |
| Sales and marketing (3) | |
| (602,438 | ) | |
| (637,488 | ) | |
| (87,375 | ) |
| Technology and content(3) | |
| (98,301 | ) | |
| (120,382 | ) | |
| (16,500 | ) |
| General and administrative(3) | |
| (97,684 | ) | |
| (214,487 | ) | |
| (29,398 | ) |
| Other operating income, net | |
| 21,546 | | |
| 17,160 | | |
| 2,352 | |
| Total operating expenses | |
| (1,767,528 | ) | |
| (1,959,354 | ) | |
| (268,552 | ) |
| Loss from operations | |
| (26,256 | ) | |
| (135,712 | ) | |
| (18,601 | ) |
| Other income (expenses) | |
| | | |
| | | |
| | |
| Interest income | |
| 8,485 | | |
| 24,466 | | |
| 3,352 | |
| Interest expense | |
| (9,724 | ) | |
| (11,190 | ) | |
| (1,534 | ) |
| Unrealized investment loss | |
| (8,219 | ) | |
| (7,805 | ) | |
| (1,070 | ) |
| Impairment loss of investments | |
| (8,400 | ) | |
| - | | |
| - | |
| Loss on disposal of subsidiaries and investment in equity investee | |
| (99,521 | ) | |
| - | | |
| - | |
| Exchange loss | |
| (8,818 | ) | |
| (1,273 | ) | |
| (174 | ) |
| Loss before income tax | |
| (152,453 | ) | |
| (131,514 | ) | |
| (18,027 | ) |
| Income tax expense (4) | |
| (4,259 | ) | |
| (1,946 | ) | |
| (267 | ) |
| Share of income (loss) in equity method investment, net of tax of nil | |
| (269 | ) | |
| 3,861 | | |
| 529 | |
| Net loss | |
| (156,981 | ) | |
| (129,599 | ) | |
| (17,765 | ) |
| Net (income) loss attributable to noncontrolling interests | |
| (2,382 | ) | |
| 7,900 | | |
| 1,083 | |
| Net income attributable to redeemable noncontrolling interests | |
| (9,495 | ) | |
| (4,734 | ) | |
| (649 | ) |
| Net loss attributable to ordinary shareholders of Baozun Inc. | |
| (168,858 | ) | |
| (126,433 | ) | |
| (17,331 | ) |
| | |
| | | |
| | | |
| | |
| Net loss per share attributable to ordinary shareholders of Baozun Inc.: | |
| | | |
| | | |
| | |
| Basic | |
| (0.96 | ) | |
| (0.71 | ) | |
| (0.10 | ) |
| Diluted | |
| (0.96 | ) | |
| (0.71 | ) | |
| (0.10 | ) |
| Net loss per ADS attributable to ordinary shareholders of Baozun Inc.: | |
| | | |
| | | |
| | |
| Basic | |
| (2.88 | ) | |
| (2.12 | ) | |
| (0.29 | ) |
| Diluted | |
| (2.88 | ) | |
| (2.12 | ) | |
| (0.29 | ) |
| Weighted average shares used in calculating net loss per ordinary share | |
| | | |
| | | |
| | |
| Basic | |
| 176,164,018 | | |
| 178,755,231 | | |
| 178,755,231 | |
| Diluted | |
| 176,164,018 | | |
| 178,755,231 | | |
| 178,755,231 | |
| | |
| | | |
| | | |
| | |
| Net loss | |
| (156,981 | ) | |
| (129,599 | ) | |
| (17,765 | ) |
| Other comprehensive income, net of tax of nil: | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment | |
| 83,606 | | |
| 8,630 | | |
| 1,183 | |
| Comprehensive loss | |
| (73,375 | ) | |
| (120,969 | ) | |
| (16,582 | ) |
| (1) | Including product sales from E-Commerce and Brand Management of RMB411.6 million and RMB296.3 million for the three months period
ended September 30, 2023, respectively, compared with product sales from e-Commerce of RMB497.1 million for the three months period ended
September 30, 2022. |
| (2) | Share-based compensation expenses are allocated in operating expenses items as follows: |
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Fulfillment | |
| 2,820 | | |
| 1,846 | | |
| 253 | |
| Sales and marketing | |
| 14,643 | | |
| 10,394 | | |
| 1,425 | |
| Technology and content | |
| 5,233 | | |
| 3,448 | | |
| 473 | |
| General and administrative | |
| 11,133 | | |
| 13,727 | | |
| 1,881 | |
| | |
| 33,829 | | |
| 29,415 | | |
| 4,032 | |
(3) Including amortization of intangible assets resulting from business
acquisition, which amounted to RMB9.3 million and RMB7.9 million for the three months period ended September 30, 2022 and 2023, respectively.
(4) Including income tax benefits of RMB1.8 million and RMB1.5 million
related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the three months period ended September
30, 2022 and 2023, respectively.
Baozun Inc.
Reconciliations of GAAP and Non-GAAP Results
(in thousands, except for share and per ADS
data)
| | |
For the three months ended September 30, | |
| | |
2022 | | |
2023 | |
| | |
RMB | | |
RMB | | |
US$ | |
| Loss from operations | |
| (26,256 | ) | |
| (135,712 | ) | |
| (18,601 | ) |
| Add: Share-based compensation expenses | |
| 33,829 | | |
| 29,415 | | |
| 4,032 | |
| Amortization of intangible assets resulting from business acquisition | |
| 9,340 | | |
| 7,911 | | |
| 1,084 | |
| Acquisition-related expenses | |
| - | | |
| 7,995 | | |
| 1,096 | |
| Non-GAAP income (loss) from operations | |
| 16,913 | | |
| (90,391 | ) | |
| (12,389 | ) |
| | |
| | | |
| | | |
| | |
| Net loss | |
| (156,981 | ) | |
| (129,599 | ) | |
| (17,765 | ) |
| Add: Share-based compensation expenses | |
| 33,829 | | |
| 29,415 | | |
| 4,032 | |
| Amortization of intangible assets resulting from business acquisition | |
| 9,340 | | |
| 7,911 | | |
| 1,084 | |
| Acquisition-related expenses | |
| - | | |
| 7,995 | | |
| 1,096 | |
| Unrealized investment loss | |
| 8,219 | | |
| 7,805 | | |
| 1,070 | |
| Impairment loss of investments | |
| 8,400 | | |
| - | | |
| - | |
| Loss on disposal of subsidiaries and investment in equity investee | |
| 99,521 | | |
| - | | |
| - | |
| Less: Tax effect of amortization of intangible assets resulting
from business acquisition | |
| (1,838 | ) | |
| (1,507 | ) | |
| (207 | ) |
| Non-GAAP net income (loss) | |
| 490 | | |
| (77,980 | ) | |
| (10,690 | ) |
| | |
| | | |
| | | |
| | |
| Net loss attributable to ordinary shareholders of Baozun Inc. | |
| (168,858 | ) | |
| (126,433 | ) | |
| (17,331 | ) |
| Add: Share-based compensation expenses | |
| 33,829 | | |
| 29,415 | | |
| 4,032 | |
| Amortization of intangible assets resulting from business acquisition | |
| 7,139 | | |
| 5,991 | | |
| 821 | |
| Acquisition-related expenses | |
| - | | |
| 7,995 | | |
| 1,096 | |
| Unrealized investment loss | |
| 8,219 | | |
| 7,805 | | |
| 1,070 | |
| Impairment loss of investments | |
| 8,400 | | |
| - | | |
| - | |
| Loss on disposal of subsidiaries and investment in equity investee | |
| 99,521 | | |
| - | | |
| - | |
| Less: Tax effect of amortization of intangible assets resulting
from business acquisition | |
| (1,396 | ) | |
| (1,127 | ) | |
| (155 | ) |
| Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. | |
| (13,146 | ) | |
| (76,354 | ) | |
| (10,467 | ) |
| | |
| | | |
| | | |
| | |
| Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS: | |
| | | |
| | | |
| | |
| Basic | |
| (0.22 | ) | |
| (1.28 | ) | |
| (0.18 | ) |
| Diluted | |
| (0.22 | ) | |
| (1.28 | ) | |
| (0.18 | ) |
| Weighted average shares used in calculating net loss per ordinary share | |
| | | |
| | | |
| | |
| Basic | |
| 176,164,018 | | |
| 178,755,231 | | |
| 178,755,231 | |
| Diluted | |
| 176,164,018 | | |
| 178,755,231 | | |
| 178,755,231 | |
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