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 2024
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 ¨
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.
|
Baozun Inc. |
|
|
|
|
By: |
/s/ Catherine Zhu |
|
Name: |
Catherine Zhu |
|
Title: |
Chief Financial Officer |
Date:
November 21, 2024
Exhibit Index
Safe Harbor Statement
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,”
“aims,” “future,” “intends,” “plans,” “believes,” “estimates,”
“confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,”
“going 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.
Exhibit 99.1
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
Under
our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A
ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively,
on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governing the Listing
of Securities on the Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholders
and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our
American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market
in the United States under the symbol BZUN.
Baozun Inc.
寶尊電商有限公司*
(A company controlled through
weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
ANNOUNCEMENT OF THE THIRD QUARTER
2024 RESULTS
We
hereby announce our unaudited financial results for the three months ended September 30, 2024 (“Third Quarter 2024 Results”).
The Third Quarter 2024 Results are available for viewing on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk
and our website at www.baozun.com.
| By
order of the Board |
| Baozun Inc. |
| Vincent Wenbin Qiu |
| Chairman |
Hong Kong, November 21,
2024
As
at the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. Satoshi
Okada, Dr. Jun Wang and Ms. Bin Yu as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin
Changqing Ye as independent directors.
* | for identification purposes only |
Baozun
Announces Third Quarter 2024 Unaudited Financial Results
SHANGHAI, China, November 21,
2024 – 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, 2024.
Mr. Vincent Qiu, Chairman
and Chief Executive Officer of Baozun, commented, “I’m pleased that Baozun is advancing our strategic vision, with robust
topline growth driven by transformative initiatives. In the third quarter of 2024, Baozun Group achieved a 12.8% year-over-year revenue
increase, powered by solid performances from both Baozun E-Commerce (BEC) and Baozun Brand Management (BBM). For the first time, BBM
delivered topline growth in its underlying China business for Gap, underscoring our brand management capability and localization of brand
appeal. The third quarter has been a pivotal quarter of growth and progress across our segments, reflecting the resilience and adaptability
of our strategies.”
Ms. Catherine Zhu, Chief
Financial Officer of Baozun Inc., commented, “Baozun delivered double-digit topline growth in the third quarter of 2024, with E-Commerce
revenue up 13.9% and Brand Management revenue increasing by 10.3% year-over-year. Notably, BEC product sales resumed growth following
twelve quarters of contraction. Furthermore, our proactive positioning in creative content commerce continued to drive triple-digit annual
revenue growth on Douyin, highlighting our agility and leadership in digital commerce. BBM remained focused on strengthening our localization
efforts and building a sustainable foundation. With confidence in our long-term growth, we continued to execute our share repurchase
program with US$9.9 million worth of ADSs repurchased year-to-date.”
Third Quarter 2024 Financial
Highlights
| · | Total
net revenues were RMB2,057.0 million (US$1293.1
million), representing an increase of 12.8% compared with RMB1,823.6 million for the same
period of 2023. |
| · | Loss
from operations was RMB114.5 million (US$16.3 million), an improvement from RMB135.7 million
in the same quarter of last year, primarily due to a reduction in losses from E-Commerce.
Operating margin was negative 5.6%, an improvement from negative 7.4% for the same period
of 2023. |
| · | Non-GAAP
loss from operation2 was RMB85.2 million
(US$12.1 million), an improvement from RMB90.4 million in the same quarter of last year,
primarily due to a reduction in losses from E-Commerce. Non-GAAP operating margin was negative
4.1%, improved from negative 5.0% for the same period of 2023. |
| 1 | This
announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$)
at a specified rate solely for the convenience of the reader. Unless otherwise noted, the
translation of RMB into US$ has been made at RMB7.0176 to US$1.00, the noon buying rate in
effect on September 30, 2024, as set forth in the H.10 Statistical Release of the Federal
Reserve Board. |
| 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, acquisition-related expenses, impairment
of goodwill, loss on variance from expected contingent acquisition payment, and cancellation
fees of repurchased ADSs and returned ADSs. |
| · | Adjusted
operating loss of E-Commerce3 was RMB29.8
million (US$4.2 million), an improvement from RMB40.3 million for the same period of 2023. |
| · | Adjusted
operating loss of Brand Management3 was RMB55.3
million (US$7.9 million), compared with RMB50.1 million for the same period of 2023. |
| · | Net
loss attributable to ordinary shareholders of Baozun Inc. was RMB88.1 million (US$12.6 million),
an improvement from RMB126.4 million for the same period of 2023. |
| · | Non-GAAP
net loss attributable to ordinary shareholders of Baozun Inc.4
was RMB66.8 million (US$9.5 million), an improvement from RMB76.4 million for
the same period of 2023. |
| · | Basic
and diluted net loss attributable to ordinary shareholders of Baozun Inc. per American Depositary
Share (“ADS5”) were both
RMB1.48 (US$0.21), compared with both RMB2.12 for the same period of 2023. |
| · | Diluted
non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS6
was RMB1.12 (US$0.16), compared with RMB1.28 for the same period of 2023. |
| · | Cash
and cash equivalents, restricted cash, and short-term investments totaled RMB2,655.2 million
(US$378.4 million), as of September 30, 2024, compared with RMB3,072.8 million as of
December 31, 2023. |
Reconciliations of GAAP measures to non-GAAP measures
presented above are included at the end of this results announcement.
Adjusted operating profits/losses by segment are included
in the Segments data of Segment Information.
| 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 Inc. is a non-GAAP financial
measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun
Inc. 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 | Diluted
non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS are
non- GAAP financial measures, which are respectively defined as non-GAAP net income (loss)
attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of
shares used in calculating diluted net income (loss) per ordinary share multiplied by three,
respectively. |
Business Highlights
Baozun e-Commerce, or “BEC”
BEC encompasses our China e-commerce
businesses, including brand store operations, customer services, and value-added services in logistics and supply chain management, IT
and digital marketing. During the quarter, total revenue from BEC achieved a 13.9% year-over-year increase, with double-digit growth
in both product sales and service offerings within Baozun E-Commerce. The growth in product sales was mainly driven by strong performance
in the Beauty and Cosmetics categories, while service growth was mainly attributed to higher demand for digital marketing and IT solutions.
Omni-channel expansion remains
a key theme for our brand partners. By the end of the third quarter of 2024, approximately 48.2% of our brand partners engaged with us
for store operations of at least two channels.
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.
Currently, our Brand Management
business line includes the Gap and Hunter brands. During the quarter, product sales revenue for Brand Management totaled RMB329.8 million
(US$47.0 million), with a gross profit margin of 52.8%. By the end of the third quarter of 2024, Gap and Hunter brands have 146 offline
stores under our management.
Third Quarter 2024 Financial
Results
Total
net revenues were RMB2,057.0 million (US$293.1 million), an increase of 12.8% from RMB1,823.6 million in the same quarter
of last year. The increase in total net revenues was mainly driven by a 14.2% increase in service revenue.
Total
product sales revenue was RMB783.1 million (US$111.6 million), compared with RMB707.9 million in the same quarter of last
year, of which:
| · | Product
sales revenue of E-Commerce was RMB454.0 million (US$64.7 million), an increase of 10.3%
from RMB411.6 million in the same quarter of last year. The increase was primarily attributable
to introduction of high-quality new distribution businesses, partially offset by the Company’s
optimization of its product portfolio in distribution model, especially in the electronics
and fast-moving consumer goods sectors. |
The
following table sets forth a breakdown of product sales revenues of E-Commerce by key categories7
for the periods indicated:
| |
For
the three months ended September 30, | |
| |
2023 |
|
|
2024 |
|
|
| |
| |
| | |
% of Net | | |
| | |
| | |
% of Net | | |
YoY | |
| |
RMB | | |
Revenues | | |
RMB | | |
US$ | | |
Revenues | | |
Change | |
| |
| | |
(In millions, except for percentage) | | |
| |
Product Sales of E-Commerce | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Appliances | |
| 179.5 | | |
| 11 | % | |
| 177.1 | | |
| 25.2 | | |
| 9 | % | |
| -1 | % |
Beauty and cosmetics | |
| 76.3 | | |
| 4 | % | |
| 89.7 | | |
| 12.8 | | |
| 4 | % | |
| 18 | % |
Others | |
| 155.8 | | |
| 8 | % | |
| 187.2 | | |
| 26.7 | | |
| 9 | % | |
| 20 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total
net revenues from product sales of E-Commerce | |
| 411.6 | | |
| 23 | % | |
| 454.0 | | |
| 64.7 | | |
| 22 | % | |
| 10 | % |
| · | Product
sales revenue of Brand Management was RMB329.8 million (US$47.0 million), an increase
of 11.3% from RMB296.3 million in the same quarter of last year. The increase was primarily
driven by sales increase from the Gap brand, as the Company continued to optimize its merchandising
plans and enhance customer experiences. |
Services
revenue was RMB1,273.9 million (US$181.5 million), an increase of 14.2% from RMB1,115.8 million in the same quarter of last
year. The increase was primarily attributable to a 40.0% year-over-year growth in digital marketing and IT solutions, driven by content
creation and technology monetization.
The following table sets forth
a breakdown of services revenues by service type for the periods indicated:
| |
For
the three months ended September 30, | |
| |
2023 |
|
|
2024 |
|
|
| |
| |
| | |
% of Net | | |
| | |
| | |
% of Net | | |
YoY | |
| |
RMB | | |
Revenues | | |
RMB | | |
US$ | | |
Revenues | | |
Change | |
| |
| | |
(In millions, except for percentage) | | |
| |
Services revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Online
store operations | |
| 340.7 | | |
| 19 | % | |
| 362.6 | | |
| 51.6 | | |
| 18 | % | |
| 6 | % |
Warehousing and fulfillment | |
| 431.7 | | |
| 23 | % | |
| 433.8 | | |
| 61.8 | | |
| 21 | % | |
| 0 | % |
Digital marketing and
IT solutions | |
| 362.7 | | |
| 20 | % | |
| 507.7 | | |
| 72.4 | | |
| 24 | % | |
| 40 | % |
Inter-segment
eliminations8 | |
| (19.3 | ) | |
| -1 | % | |
| (30.2 | ) | |
| (4.3 | ) | |
| -1 | % | |
| 56 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total
net revenues from services | |
| 1,115.8 | | |
| 61 | % | |
| 1,273.9 | | |
| 181.5 | | |
| 62 | % | |
| 14 | % |
| 7 | Key
categories refer to the categories that accounted for no less than 10% of product sales of
E-Commerce revenues during the periods indicated. |
| 8 | The
inter-segment eliminations mainly consist of revenues from online store operations, warehousing
and fulfillment, and 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 categories9
of services for the periods indicated:
| |
For
the three months ended September 30, | |
| |
2023 |
|
|
2024 |
|
|
| |
| |
| | |
% of Net | | |
| | |
| | |
% of Net | | |
YoY | |
| |
RMB | | |
Revenues | | |
RMB | | |
US$ | | |
Revenues | | |
Change | |
| |
| | |
(In millions, except for percentage) | | |
| |
Online store operations
in Services revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Apparel
and accessories | |
| 248.4 | | |
| 14 | % | |
| 275.7 | | |
| 39.2 | | |
| 13 | % | |
| 11 | % |
– Luxury | |
| 86.3 | | |
| 5 | % | |
| 86.8 | | |
| 12.3 | | |
| 4 | % | |
| 1 | % |
– Sportswear | |
| 101.3 | | |
| 6 | % | |
| 100.7 | | |
| 14.3 | | |
| 5 | % | |
| -1 | % |
– Other apparel | |
| 60.8 | | |
| 3 | % | |
| 88.2 | | |
| 12.6 | | |
| 4 | % | |
| 45 | % |
Others | |
| 92.3 | | |
| 5 | % | |
| 86.9 | | |
| 12.4 | | |
| 5 | % | |
| -6 | % |
Inter-segment
eliminations10 | |
| (11.2 | ) | |
| -1 | % | |
| (20.5 | ) | |
| (2.9 | ) | |
| -1 | % | |
| 83 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total
net revenues from online store operations in services | |
| 329.5 | | |
| 18 | % | |
| 342.1 | | |
| 48.7 | | |
| 17 | % | |
| 4 | % |
Total
operating expenses were RMB2,171.5 million (US$309.4 million), compared with RMB1,959.4 million in the same quarter of last
year.
| · | Cost
of products was RMB563.1 million (US$80.2 million), compared with RMB491.2 million in
the same quarter of last year. The increase was primarily due to an increase in product sales
volume. |
| · | Fulfillment
expenses were RMB519.4 million (US$74.0 million), compared with RMB513.0 million in the
same quarter of last year. Fulfillment expenses were remain flat, which is in line with the
warehousing and fulfillment service revenue. |
| · | Sales
and marketing expenses were RMB800.6 million (US$114.1 million), compared with RMB637.5
million in the same quarter of last year. The increase was mainly due to higher revenue contributions
from digital marketing services for BEC, as well as increased marketing activities and offline
stores for BBM during the quarter. |
| · | Technology
and content expenses were RMB140.7 million (US$20.1 million), compared with RMB120.4
million in the same quarter of last year. The increase was mainly due to more revenues from
IT solutions during the quarter, partially offset by the Company’s cost control initiatives
and efficiency improvements. |
| · | General
and administrative expenses were RMB176.6 million (US$25.2 million), compared with RMB214.5
million in the same quarter of last year. The decrease was primarily due to the Company’s
cost control initiatives and efficiency improvements. |
| 9 | Key
categories refer to the categories that accounted for no less than 10% of services revenue
of E-Commerce during the periods indicated. |
| 10 | The
inter-segment eliminations mainly consist of revenues from store operation services provided
by E-Commerce to Gap, a brand under Brand Management. |
Loss
from operations was RMB114.5 million (US$16.3 million), an improvement from RMB135.7 million in the same quarter of last year.
The operating margin was negative 5.6%, an improvement from negative 7.4% in the same quarter of last year.
Non-GAAP
loss from operations was RMB85.2 million (US$12.1 million), an improvement from RMB90.4 million in the same quarter of last
year. The improvement was mainly due to the narrowed loss in the E-Commerce business. Non-GAAP operating margin was negative 4.1%, an
improvement from negative 5.0% in the same quarter of last year.
Adjusted
operating loss of E-Commerce was RMB29.8 million (US$4.2 million), an improvement from RMB40.3 million in the same quarter
of last year. Adjusted operating loss of Brand Management was RMB55.3 million (US$7.9 million), compared with RMB50.1 million
in the same quarter of last year.
Unrealized
investment gain was RMB3.9 million (US$0.5 million), compared with an unrealized investment loss of RMB7.8 million in the
same quarter of last year. The unrealized investment gain of this quarter was mainly related to the increase in the trading price of
iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested
in January 2021.
Fair
value change on financial instruments was a loss of RMB17.0 million (US$2.4 million), compared with nil in the same quarter
of last year. The fair value change on financial instruments is primarily due to the losses recognized related to the financial instruments
the Company invested in the second quarter of 2024.
Exchange
gain was RMB11.9 million (US$1.7 million), due to exchange rate fluctuation between Hong Kong dollars and Japanese Yen in
the quarter ended September 30, 2024, compared to net exchange loss of RMB1.3 million in the same quarter last year.
Net
loss attributable to ordinary shareholders of Baozun Inc. was RMB88.1 million (US$12.6 million), compared with RMB126.4 million
in the same quarter of last year.
Basic
and diluted net loss attributable to ordinary shareholders of Baozun Inc. per ADS were both RMB1.48 (US$0.21), compared with
both RMB2.12 for the same period of 2023.
Non-GAAP
net loss attributable to ordinary shareholders of Baozun Inc. was RMB66.8 million (US$9.5 million), compared with RMB76.4
million in the same quarter of last year.
Diluted non-GAAP net loss
attributable to ordinary shareholders of Baozun Inc. per ADS were RMB1.12 (US$0.16), compared with RMB1.28 for the same period of
2023.
Segment Information
| (a) | Description of segments |
Following the acquisition
of Gap Shanghai in February 2023, 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. Currently, the Company runs brand management operations for the Gap and Hunter brands
in Greater China. |
The table below provides
a summary of the Group’s reportable segment results for the three months ended September 30, 2023 and 2024, with prior periods’
segment information retrospectively recast to conform to current period presentation:
| |
For the three months ended September 30, | |
| |
2023 | | |
2024 | |
| |
RMB | | |
RMB | |
Net revenues: | |
| | | |
| | |
E-Commerce | |
| 1,543,276 | | |
| 1,757,320 | |
Brand Management | |
| 299,645 | | |
| 330,605 | |
Inter-segment eliminations* | |
| (19,279 | ) | |
| (30,905 | ) |
| |
| | | |
| | |
Total consolidated net revenues | |
| 1,823,642 | | |
| 2,057,020 | |
| |
| | | |
| | |
Adjusted Operating Losses**: | |
| | | |
| | |
E-Commerce | |
| (40,300 | ) | |
| (29,781 | ) |
Brand Management | |
| (50,091 | ) | |
| (55,331 | ) |
Inter-segment eliminations* | |
| – | | |
| (51 | ) |
| |
| | | |
| | |
Total Adjusted Operating Losses | |
| (90,391 | ) | |
| (85,163 | ) |
| |
| | | |
| | |
Unallocated expenses: | |
| | | |
| | |
Share-based compensation expenses | |
| (29,415 | ) | |
| (19,628 | ) |
Amortization of intangible assets resulting from business acquisition | |
| (7,911 | ) | |
| (9,529 | ) |
Cancellation fees of repurchased ADSs | |
| – | | |
| (162 | ) |
Acquisition-related expenses | |
| (7,995 | ) | |
| – | |
Total other income | |
| 4,198 | | |
| 4,596 | |
| |
| | | |
| | |
Loss before income tax and share of income
(loss) in equity method investment | |
| (131,514 | ) | |
| (109,886 | ) |
| * | 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, and cancellation fees of repurchased ADSs. |
Update in Share Repurchase Programs
On January 24, 2024, the
Company’s board of directors (the “Board”) authorized the management to set up and implement a new share repurchase
program under which the Company may repurchase up to US$20 million worth of its outstanding (i) American depositary shares (“ADSs”),
each representing three Class A ordinary shares, and/or (ii) Class A ordinary shares over the next 12 months starting from
January 24, 2024. As of November 21, 2024, the Company repurchased approximately 3.6 million of ADSs for approximately US$9.9
million under its share repurchase program through the open market. The remaining amount of Board authorization for our share repurchase
program, which is effective through January 2025, was US$10.1 million as of November 21, 2024.
Conference Call
The Company will host a conference
call to discuss the earnings at 6:30 a.m. Eastern Time on Thursday, November 21, 2024 (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: |
5542701 |
A replay of the conference call may be accessible through
November 28, 2024 by dialing the following numbers:
United States: |
1-877-344-7529 |
International: |
1-412-317-0088 |
Canada: |
855-669-9658 |
Replay Access Code: |
8102663 |
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 Inc. and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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, acquisition-related expenses, impairment of goodwill, loss on variance from expected contingent
acquisition payment, and cancellation fees of repurchased ADSs and returned ADSs. 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 Inc. as net income (loss)
attributable to ordinary shareholders of Baozun Inc. 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 diluted non-GAAP
net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS as non-GAAP net income (loss) attributable to ordinary
shareholders of Baozun Inc. 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 Inc. and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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 Inc., and diluted non-GAAP net income (loss) attributable to ordinary shareholders
of Baozun Inc. 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 Inc. and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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 Inc. and net income (loss) attributable to ordinary
shareholders of Baozun Inc. 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 450 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, | | |
September 30, | | |
September 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
ASSETS | |
| | | |
| | | |
| | |
Current assets | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| 2,149,531 | | |
| 1,066,670 | | |
| 151,999 | |
Restricted cash | |
| 202,764 | | |
| 325,603 | | |
| 46,398 | |
Short-term investments | |
| 720,522 | | |
| 1,262,966 | | |
| 179,971 | |
Accounts receivable, net | |
| 2,184,729 | | |
| 1,860,841 | | |
| 265,168 | |
Inventories | |
| 1,045,116 | | |
| 1,388,312 | | |
| 197,833 | |
Advances to suppliers | |
| 311,111 | | |
| 360,448 | | |
| 51,363 | |
Prepayments and other current assets | |
| 590,350 | | |
| 696,139 | | |
| 99,199 | |
Amounts due from related parties | |
| 86,661 | | |
| 6,006 | | |
| 856 | |
| |
| | | |
| | | |
| | |
Total current assets | |
| 7,290,784 | | |
| 6,966,985 | | |
| 992,787 | |
| |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | |
Long term investments | |
| 359,129 | | |
| 366,182 | | |
| 52,181 | |
Property and equipment, net | |
| 851,151 | | |
| 821,363 | | |
| 117,043 | |
Intangible assets, net | |
| 306,420 | | |
| 349,889 | | |
| 49,859 | |
Land use right, net | |
| 38,464 | | |
| 37,695 | | |
| 5,371 | |
Operating lease right-of-use assets | |
| 1,070,120 | | |
| 832,004 | | |
| 118,560 | |
Goodwill | |
| 312,464 | | |
| 369,333 | | |
| 52,630 | |
Other non-current assets | |
| 45,316 | | |
| 66,393 | | |
| 9,461 | |
Deferred tax assets | |
| 200,628 | | |
| 213,258 | | |
| 30,389 | |
| |
| | | |
| | | |
| | |
Total non-current assets | |
| 3,183,692 | | |
| 3,056,117 | | |
| 435,494 | |
| |
| | | |
| | | |
| | |
Total assets | |
| 10,474,476 | | |
| 10,023,102 | | |
| 1,428,281 | |
| |
| | |
As of | | |
| |
| |
December 31, | | |
September 30, | | |
September 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | |
Short-term loan | |
| 1,115,721 | | |
| 1,101,172 | | |
| 156,916 | |
Accounts payable | |
| 563,562 | | |
| 648,695 | | |
| 92,439 | |
Notes payable | |
| 506,629 | | |
| 515,866 | | |
| 73,510 | |
Income tax payables | |
| 18,768 | | |
| – | | |
| – | |
Accrued expenses and other current liabilities | |
| 1,188,179 | | |
| 1,028,470 | | |
| 146,556 | |
Derivative liabilities | |
| – | | |
| 6,063 | | |
| 864 | |
Amounts due to related parties | |
| 32,118 | | |
| 3,093 | | |
| 441 | |
Current operating lease liabilities | |
| 332,983 | | |
| 267,888 | | |
| 38,174 | |
| |
| | | |
| | | |
| | |
Total current liabilities | |
| 3,757,960 | | |
| 3,571,247 | | |
| 508,900 | |
| |
| | | |
| | | |
| | |
Non-current liabilities | |
| | | |
| | | |
| | |
Deferred tax liabilities | |
| 24,966 | | |
| 34,585 | | |
| 4,928 | |
Long-term operating lease liabilities | |
| 799,096 | | |
| 631,252 | | |
| 89,953 | |
Other non-current liabilities | |
| 40,718 | | |
| 43,835 | | |
| 6,246 | |
| |
| | | |
| | | |
| | |
Total non-current liabilities | |
| 864,780 | | |
| 709,672 | | |
| 101,127 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 4,622,740 | | |
| 4,280,919 | | |
| 610,027 | |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands, except for share
and per share data)
| |
| | |
As of | | |
| |
| |
December 31, | | |
September 30, | | |
September 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
Redeemable non-controlling interests | |
| 1,584,858 | | |
| 1,651,946 | | |
| 235,400 | |
| |
| | | |
| | | |
| | |
Baozun Inc. shareholders’ equity: | |
| | | |
| | | |
| | |
Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 167,901,880 and 175,967,894 shares issued, 167,901,880 and 171,385,456 shares outstanding, as of December 31, 2023, and September 30, 2024, respectively) | |
| 93 | | |
| 95 | | |
| 14 | |
Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2023, and September 30, 2024) | |
| 8 | | |
| 8 | | |
| 1 | |
Additional paid-in capital | |
| 4,571,439 | | |
| 4,626,123 | | |
| 659,217 | |
Treasury shares (nil and 8,718,300 shares as of December 31,2023 and September 30,2024, respectively) | |
| – | | |
| (52,824 | ) | |
| (7,527 | ) |
Accumulated deficit | |
| (506,587 | ) | |
| (691,914 | ) | |
| (98,597 | ) |
Accumulated other comprehensive income | |
| 32,251 | | |
| 29,841 | | |
| 4,252 | |
| |
| | | |
| | | |
| | |
Total Baozun Inc. shareholders’
equity | |
| 4,097,204 | | |
| 3,911,329 | | |
| 557,360 | |
| |
| | | |
| | | |
| | |
Non-controlling interests | |
| 169,674 | | |
| 178,908 | | |
| 25,494 | |
| |
| | | |
| | | |
| | |
Total equity | |
| 4,266,878 | | |
| 4,090,237 | | |
| 582,854 | |
| |
| | | |
| | | |
| | |
Total liabilities, redeemable non-controlling
interests and equity | |
| 10,474,476 | | |
| 10,023,102 | | |
| 1,428,281 | |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except for share
and per share data and per ADS data)
| |
For the three months ended September 30, | |
| |
2023 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
Net revenues | |
| | | |
| | | |
| | |
Product sales(1) | |
| 707,855 | | |
| 783,132 | | |
| 111,595 | |
Services | |
| 1,115,787 | | |
| 1,273,888 | | |
| 181,529 | |
| |
| | | |
| | | |
| | |
Total net revenues | |
| 1,823,642 | | |
| 2,057,020 | | |
| 293,124 | |
| |
| | | |
| | | |
| | |
Operating expenses(2) | |
| | | |
| | | |
| | |
Cost of products | |
| (491,160 | ) | |
| (563,110 | ) | |
| (80,243 | ) |
Fulfillment(3) | |
| (512,997 | ) | |
| (519,379 | ) | |
| (74,011 | ) |
Sales and marketing(3) | |
| (637,488 | ) | |
| (800,562 | ) | |
| (114,079 | ) |
Technology and content(3) | |
| (120,382 | ) | |
| (140,725 | ) | |
| (20,053 | ) |
General and administrative(3) | |
| (214,487 | ) | |
| (176,611 | ) | |
| (25,167 | ) |
Other operating income, net | |
| 17,160 | | |
| 28,885 | | |
| 4,116 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| (1,959,354 | ) | |
| (2,171,502 | ) | |
| (309,437 | ) |
| |
| | | |
| | | |
| | |
Loss from operations | |
| (135,712 | ) | |
| (114,482 | ) | |
| (16,313 | ) |
Other income (expenses) | |
| | | |
| | | |
| | |
Interest income | |
| 24,466 | | |
| 14,585 | | |
| 2,078 | |
Interest expense | |
| (11,190 | ) | |
| (8,727 | ) | |
| (1,244 | ) |
Unrealized investment (loss) gain | |
| (7,805 | ) | |
| 3,855 | | |
| 549 | |
Exchange (loss) gain | |
| (1,273 | ) | |
| 11,851 | | |
| 1,689 | |
Fair value change on financial instruments | |
| – | | |
| (16,968 | ) | |
| (2,418 | ) |
Loss before income tax and share of income (loss) in equity method investment | |
| (131,514 | ) | |
| (109,886 | ) | |
| (15,659 | ) |
Income tax (expense) benefit(4) | |
| (1,946 | ) | |
| 18,569 | | |
| 2,646 | |
Share of income (loss) in equity method investment, net of tax of nil | |
| 3,861 | | |
| (1,938 | ) | |
| (276 | ) |
| |
| | | |
| | | |
| | |
Net loss | |
| (129,599 | ) | |
| (93,255 | ) | |
| (13,289 | ) |
Net (income) loss attributable to noncontrolling interests | |
| (4,734 | ) | |
| 10,193 | | |
| 1,452 | |
Net loss (income) attributable to redeemable noncontrolling interests | |
| 7,900 | | |
| (5,008 | ) | |
| (714 | ) |
| |
| | | |
| | | |
| | |
Net loss attributable to ordinary shareholders of Baozun Inc. | |
| (126,433 | ) | |
| (88,070 | ) | |
| (12,551 | ) |
| |
For the three months ended September 30, | |
| |
2023 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
Net loss per share attributable to ordinary shareholders of Baozun Inc.: | |
| | | |
| | | |
| | |
Basic | |
| (0.71 | ) | |
| (0.49 | ) | |
| (0.07 | ) |
Diluted | |
| (0.71 | ) | |
| (0.49 | ) | |
| (0.07 | ) |
Net loss per ADS attributable to ordinary shareholders of Baozun Inc.: | |
| | | |
| | | |
| | |
Basic | |
| (2.12 | ) | |
| (1.48 | ) | |
| (0.21 | ) |
Diluted | |
| (2.12 | ) | |
| (1.48 | ) | |
| (0.21 | ) |
Weighted average shares used in calculating net loss per ordinary share | |
| | | |
| | | |
| | |
Basic | |
| 178,755,231 | | |
| 178,284,818 | | |
| 178,284,818 | |
Diluted | |
| 178,755,231 | | |
| 178,284,818 | | |
| 178,284,818 | |
| |
| | | |
| | | |
| | |
Net loss | |
| (129,599 | ) | |
| (93,255 | ) | |
| (13,289 | ) |
Other comprehensive income (loss), net of tax of nil: | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| 8,630 | | |
| (20,372 | ) | |
| (2,903 | ) |
| |
| | | |
| | | |
| | |
Comprehensive loss | |
| (120,969 | ) | |
| (113,627 | ) | |
| (16,192 | ) |
| (1) | Including product sales from E-Commerce and Brand Management of
RMB454.0 million and RMB329.8 million for the three months period ended September 30, 2024, respectively, compared with product
sales E-Commerce and Brand Management of RMB411.6 million and RMB296.3 million for the three months period ended September 30, 2023. |
| (2) | Share-based compensation expenses are allocated in operating expenses
items as follows: |
| |
For the three months ended September 30, | |
| |
2023 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
Fulfillment | |
| 1,846 | | |
| 733 | | |
| 104 | |
Sales and marketing | |
| 10,394 | | |
| 4,617 | | |
| 658 | |
Technology and content | |
| 3,448 | | |
| 2,475 | | |
| 353 | |
General and administrative | |
| 13,727 | | |
| 11,803 | | |
| 1,682 | |
| |
| 29,415 | | |
| 19,628 | | |
| 2,797 | |
| (3) | Including amortization of intangible assets resulting from business
acquisition, which amounted to RMB7.9 million and RMB9.5 million for the three months period ended September 30, 2023 and 2024,
respectively. |
| (4) | Including income tax benefits of RMB1.5 million and RMB2.0 million
related to the reversal of deferred tax liabilities for the three months period ended September 30, 2023 and 2024, respectively,
which was recognized on business acquisition. |
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, | |
| |
2023 | | |
2024 | |
| |
RMB | | |
RMB | | |
US$ | |
Loss from operations | |
| (135,712 | ) | |
| (114,482 | ) | |
| (16,313 | ) |
Add: Share-based compensation expenses | |
| 29,415 | | |
| 19,628 | | |
| 2,797 | |
Amortization of intangible assets resulting from business acquisition | |
| 7,911 | | |
| 9,529 | | |
| 1,358 | |
Acquisition-related expenses | |
| 7,995 | | |
| – | | |
| – | |
Cancellation fees of repurchased ADSs | |
| – | | |
| 162 | | |
| 23 | |
| |
| | | |
| | | |
| | |
Non-GAAP loss
from operations | |
| (90,391 | ) | |
| (85,163 | ) | |
| (12,135 | ) |
| |
| | | |
| | | |
| | |
Net loss | |
| (129,599 | ) | |
| (93,255 | ) | |
| (13,289 | ) |
Add: Share-based compensation expenses | |
| 29,415 | | |
| 19,628 | | |
| 2,797 | |
Amortization of intangible assets resulting from business acquisition | |
| 7,911 | | |
| 9,529 | | |
| 1,358 | |
Cancellation fees of repurchased ADSs | |
| – | | |
| 162 | | |
| 23 | |
Unrealized investment loss (gain) | |
| 7,805 | | |
| (3,855 | ) | |
| (549 | ) |
Acquisition-related expenses | |
| 7,995 | | |
| – | | |
| | |
Less: Tax effect of amortization of intangible
assets resulting from business acquisition(1) | |
| (1,507 | ) | |
| (2,043 | ) | |
| (291 | ) |
| |
| | | |
| | | |
| | |
Non-GAAP net
loss | |
| (77,980 | ) | |
| (69,834 | ) | |
| (9,951 | ) |
| |
| | | |
| | | |
| | |
Net loss attributable to ordinary shareholders of Baozun Inc. | |
| (126,433 | ) | |
| (88,070 | ) | |
| (12,551 | ) |
Add: Share-based compensation expenses | |
| 29,415 | | |
| 19,628 | | |
| 2,797 | |
Amortization of intangible assets resulting from business acquisition(1) | |
| 5,991 | | |
| 6,734 | | |
| 960 | |
Cancellation fees of repurchased ADSs | |
| – | | |
| 162 | | |
| 23 | |
Unrealized investment loss (gain) | |
| 7,805 | | |
| (3,855 | ) | |
| (549 | ) |
Acquisition-related expenses | |
| 7,995 | | |
| – | | |
| – | |
Less: Tax effect of amortization of intangible
assets resulting from business acquisition(1) | |
| (1,127 | ) | |
| (1,388 | ) | |
| (198 | ) |
| |
| | | |
| | | |
| | |
Non-GAAP net
loss attributable to ordinary shareholders of Baozun Inc. | |
| (76,354 | ) | |
| (66,789 | ) | |
| (9,518 | ) |
| |
| | | |
| | | |
| | |
Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS | |
| (1.28 | ) | |
| (1.12 | ) | |
| (0.16 | ) |
| |
| | | |
| | | |
| | |
Weighted average shares used in calculating diluted net loss per ordinary share | |
| 178,755,231 | | |
| 178,284,818 | | |
| 178,284,818 | |
| (1) | The Company evaluated the non-GAAP adjustments items and concluded
that these items have immaterial income tax effects except for amortization of intangible assets resulting from business acquisition. |
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