Amended Report of Foreign Issuer (6-k/a)

Date : 04/23/2019 @ 1:56PM
Source : Edgar (US Regulatory)
Stock : Lightinthebox Holding Co., Ltd. American Depositary Shares, Each Representing 2 Ordinary Shares (LITB)
Quote : 1.53  0.01 (0.66%) @ 5:00AM

Amended Report of Foreign Issuer (6-k/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2019

 

Commission File Number: 001-35942

 

LightInTheBox Holding Co., Ltd.

 

Tower 2, Area D, Diantong Square

No. 7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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

 

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

 

Yes     o  No     x

 

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

 

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-212007) OF LIGHTINTHEBOX HOLDING CO., LTD. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 


 

EXPLANATORY NOTE

 

This Amendment No.1 (the “Amendment”) to the Current Report on Form 6-K for the month ended April 2019, originally filed by LightInTheBox Holding Co., Ltd. (the “Company”) with the Securities and Exchange Commission on March 29, 2019 (the “Original Form 6-K”), is being filed to amend our previously issued unaudited condensed consolidated financial statements to reflect a reclassification of the convertible promissory notes issued by Ezbuy and certain accounting adjustments in preparing the annual report for the post-acquisition combined group.

 

As a result of these reclassification and adjustments, our prepaid expenses and other current assets will be decreased by $0.7 million from $6.5 million to $5.8 million; our goodwill will be decreased by $2.9  million from $31.1 million to $28.2 million; our accounts payable will be increased by $2.1 million from $10.8 million to $12.9 million; our accrued expenses and other current liabilities will be decreased by $5.9 million from $28.6 million to $22.7 million. We have also made adjustments to certain line items, including accounts receivable, accumulated deficit, accumulated other comprehensive loss, and non-controlling interests. The determination to reclassify the convertible promissory notes and the adjustments of certain line items as described above was made by the Company’s management with the concurrence of the Audit Committee of the Company’s Board of Directors.

 

The Company’s unaudited condensed consolidated financial statements for the quarter ended December 31, 2018 and the year ended December 31, 2018, and all related earnings press releases and communications are amended hereby to reflect the reclassification and adjustment described herein, and the Company’s accounts receivable, prepaid expenses and other current assets, goodwill, accounts payable, accrued expenses and other current liabilities, accumulated deficit, accumulated other comprehensive loss and non-controlling interests for the affected reporting periods should be read taking into account the reclassification and adjustments.

 

2


 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Balance Sheets

(U.S. dollar in thousands)

 

 

 

As of December 31,

 

As of December 31,

 

 

 

2017

 

2018

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

68,441

 

38,808

 

Restricted cash

 

1,573

 

994

 

Accounts receivable, net of allowance for doubtful accounts

 

3,433

 

1,463

 

Inventories, net

 

11,841

 

8,481

 

Prepaid expenses and other current assets

 

15,696

 

5,811

 

Total current assets

 

100,984

 

55,557

 

Property and equipment, net

 

920

 

3,652

 

Acquired intangible assets, net

 

210

 

9,890

 

Goodwill

 

690

 

28,169

 

Long-term rental deposit

 

671

 

1,131

 

Long-term investment

 

5,262

 

5,188

 

Total non-current assets

 

7,753

 

48,030

 

TOTAL ASSETS

 

108,737

 

103,587

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

22,430

 

12,941

 

Amounts due to related parties

 

 

4,953

 

Convertible promissory notes

 

 

51,922

 

Advance from customers

 

10,110

 

17,732

 

Accrued expenses and other current liabilities

 

20,727

 

22,688

 

Total current liabilities

 

53,267

 

110,236

 

 

 

 

 

 

 

Long-term payable

 

 

1,156

 

TOTAL LIABILITIES

 

53,267

 

111,392

 

 

 

 

 

 

 

EQUITY/(DEFICIT)

 

 

 

 

 

Ordinary shares

 

11

 

11

 

Treasury shares, at cost

 

(23,907

)

(27,261

)

Additional paid-in capital

 

238,851

 

239,269

 

Accumulated deficit

 

(159,286

)

(218,887

)

Accumulated other comprehensive loss

 

(199

)

(932

)

Non-controlling interests

 

 

(5

)

TOTAL EQUITY/(DEFICIT)

 

55,470

 

(7,805

)

TOTAL LIABILITIES AND EQUITY

 

108,737

 

103,587

 

 

3


 

LightInTheBox Holding Co., Ltd.

Unaudited Condensed Consolidated Statements of Operations

(U.S. dollar in thousands, except share data and per share data)

 

 

 

Twelve-month Period Ended

 

Twelve-month Period Ended

 

 

 

December 31,

 

December 31,

 

 

 

2017

 

2018

 

Net revenues

 

 

 

 

 

Product sales

 

293,951

 

216,407

 

Services and others

 

25,930

 

11,132

 

Total net revenues

 

319,881

 

227,539

 

Cost of revenues

 

 

 

 

 

Product sales

 

(189,816

)

(156,326

)

Services and others

 

(24,445

)

(10,017

)

Total cost of revenues

 

(214,261

)

(166,343

)

Gross profit

 

105,620

 

61,196

 

Operating expenses

 

 

 

 

 

Fulfillment

 

(17,291

)

(15,127

)

Selling and marketing

 

(68,891

)

(50,508

)

General and administrative

 

(29,605

)

(33,042

)

Total operating expenses

 

(115,787

)

(98,677

)

Loss from operations

 

(10,167

)

(37,481

)

Exchange loss on offshore bank accounts

 

(89

)

 

Interest income

 

581

 

487

 

Interest expense

 

 

(5

)

Change in fair value of convertible promissory notes

 

 

(22,791

)

Total other income/ (loss)

 

492

 

(22,309

)

Loss before income taxes

 

(9,675

)

(59,790

)

Income taxes expenses

 

(81

)

(33

)

Gain from equity method investment

 

208

 

221

 

Net loss

 

(9,548

)

(59,602

)

Less: Net loss attributable to non-controlling interests

 

 

(1

)

Net loss attributable to LightInTheBox Holding Co., Ltd.

 

(9,548

)

(59,601

)

 

 

 

 

 

 

Weighted average numbers of shares used in calculating loss per ordinary share

 

 

 

 

 

—Basic

 

137,641,562

 

134,495,549

 

—Diluted

 

137,641,562

 

134,495,549

 

 

 

 

 

 

 

Net loss per ordinary share

 

 

 

 

 

—Basic

 

(0.07

)

(0.44

)

—Diluted

 

(0.07

)

(0.44

)

 

 

 

 

 

 

Net loss per ADS (2 ordinary shares equal to 1 ADS)

 

 

 

 

 

—Basic

 

(0.14

)

(0.89

)

—Diluted

 

(0.14

)

(0.89

)

 

4


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

LIGHTINTHEBOX HOLDING CO., LTD.

 

 

 

 

By:

/s/ Jian He

 

Name:

Jian He

 

Title:

Chief Executive Officer

 

Date: April 23, 2019

 

5


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