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 September 2014
Commission File Number: 001-34904
MECOX LANE LIMITED
22nd Floor, Gems Tower, Building 20
No. 487, Tianlin Road
Shanghai 200233
Peoples Republic of China
(86-21) 6495 0500
(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):
82-N/A
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.
|
MECOX LANE LIMITED | |
|
| |
|
By: |
/s/ Michael Guisheng Liu |
|
Name: |
Michael Guisheng Liu |
|
Title: |
Acting Chief Financial Officer |
Date: September 18, 2014
Exhibit 99.1
Mecox Lane Limited Announces Second Quarter 2014 Results
Health and beauty business revenue rises 12.3% year over year to $11.2 million
SHANGHAI, September 18, 2014 Mecox Lane Limited (Mecox Lane or the Company) (NASDAQ: MCOX), a multi-brand and multi-channel retailer in China, today announced its unaudited financial results for the second quarter ended June 30, 2014.
As previously announced, the Companys board of directors has approved the spin-off of Mecox Lanes apparel and accessories business pursuant to a Share Purchase Agreement dated as of August 8, 2014. As a result, the Company has adopted the following accounting policy in relation to the discontinued business:
· Losses relating to the apparel and accessories business are presented as discontinued operations while profits for the remaining business are presented as continuing operations
· The assets and liabilities of the discontinued operations are classified as assets/liabilities held for sale on the face of the balance sheet
Second Quarter 2014 Highlights
· Net revenue was $21.8 million in the second quarter of 2014, unchanged from $21.8 million in the second quarter of 2013
· Net revenue from discontinued operations decreased 10.6% year over year to $10.6 million, compared to $11.8 million in the second quarter of 2013
· Net revenue from continuing operations increased 12.3% year over year to $11.2 million, compared to $10.0 million in the second quarter of 2013
· Gross profit1 increased 31.6% year over year to $10.7 million in the second quarter of 2014, compared to $8.1 million in the second quarter of 2013
· Gross profit1 of discontinued operations was $3.1 million in the second quarter of 2014, compared to $1.5 million in the second quarter of 2013
· Gross profit1 of continuing operations was $7.6 million in the second quarter of 2014, compared to $6.6 million in the second quarter of 2013
1Gross profit excludes the impact of depreciation and amortization expenses.
· Gross profit margin was 49.0% in the second quarter of 2014, compared to 37.2% in the second quarter of 2013
· Gross profit margin of discontinued operations was 29.3% in the second quarter of 2014, compared to 12.6% in the second quarter of 2013
· Gross profit margin of continuing operations was 67.6% in the second quarter of 2014, compared to 66.2% in the second quarter of 2013
· Net loss was $12.1 million in the second quarter of 2014, compared to net loss of $6.2 million in the second quarter of 2013
· Net loss from discontinued operations was $12.9 million in the second quarter of 2014, which included an impairment loss of $9.3 million relating to the sale of the Companys apparel and accessories business, compared to a net loss of $7.5 million in the second quarter of 2013
· Net income from continuing operations was $0.8 million in the second quarter of 2014, compared to net income of $1.3 million in the second quarter of 2013
The Companys director and chief executive officer, Ms. Ingrid Wang said, Since taking control of Mecox Lane in May of this year, our new board and management team have focused on the Companys key competitive advantages. The sale of the Companys apparel and accessories business will give us greater flexibility in growing our health and beauty business, which has been the Companys strongest performing line, and at a time of exciting growth opportunities in this sector.
Second Quarter 2014 Results
The following table provides selected financial results for the Companys discontinued apparel and accessories business and for its continuing health and beauty operations.
|
|
Three months ended June 30, 2014 |
|
Three months ended June 30, 2013 |
| ||||||||
|
|
Discontinued |
|
Continuing |
|
Consolidated |
|
Discontinued |
|
Continuing |
|
Consolidated |
|
|
|
($ in million, except for percentage) |
| ||||||||||
Net revenue |
|
10.6 |
|
11.2 |
|
21.8 |
|
11.8 |
|
10.0 |
|
21.8 |
|
Gross profit |
|
3.1 |
|
7.6 |
|
10.7 |
|
1.5 |
|
6.6 |
|
8.1 |
|
Margin |
|
29.3 |
% |
67.6 |
% |
49.0 |
% |
12.6 |
% |
66.2 |
% |
37.2 |
% |
Operating expenses: |
|
6.7 |
|
5.6 |
|
12.3 |
|
9.0 |
|
4.8 |
|
13.8 |
|
SG&A expense |
|
6.0 |
|
5.4 |
|
11.4 |
|
8.2 |
|
4.8 |
|
13.0 |
|
Depreciation and amortization |
|
0.7 |
|
0.2 |
|
0.9 |
|
1.0 |
|
0.2 |
|
1.2 |
|
Others |
|
|
|
|
|
|
|
(0.2 |
) |
(0.2 |
) |
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) |
|
(3.6 |
) |
2.0 |
|
(1.6 |
) |
(7.5 |
) |
1.8 |
|
(5.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss on assets held for sale |
|
(9.3 |
) |
|
|
(9.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
(12.9 |
) |
0.8 |
|
(12.1 |
) |
(7.5 |
) |
1.3 |
|
(6.2 |
) |
Due to the seasonal nature of its business, the Company presents its financial results on a year-over-year basis for the second quarter of 2014 and the second quarter of 2013 as follows.
Net Revenue
Net revenue from the Companys discontinued apparel and accessories business was $10.6 million in the second quarter of 2014, representing a 10.6% decrease from $11.8 million in the second quarter of 2013. The decrease was primarily due to the decrease in net revenue from the Companys e-commerce channel. Net revenue for the continuing health and beauty business was $11.2 million in the second quarter of 2014, representing an increase of 12.3% from $10.0 million in the second quarter of 2013, which was mainly driven by the increased demand on products.
Cost of Goods Sold2
Cost of goods sold for the Companys discontinued operations was $7.5 million in the second quarter of 2014, representing a decrease of 27.7% from $10.3 million in the second quarter of 2013. Cost of goods sold for the Companys continuing operations was $3.6 million in the second quarter of 2014, compared to $3.4 million in the second quarter of 2013. The slight increase was in line with the overall increase in revenue.
Gross Profit and Gross Margin
Gross profit of the discontinued operations was $3.1 million in the second quarter of 2014, representing an increase of 108% from $1.5 million in the second quarter of 2013. Gross margin was 29.3% in the second quarter of 2014, compared to 12.6% in the second quarter of 2013. The increase in gross margin was mainly due to improvement in inventory turnover, which resulted in a year-over-year decrease of 74.1% in the Companys inventory write-down, from $3.5 million in the second quarter of 2013 to $0.9 million in the second quarter of 2014. Gross profit of the continuing operations was $7.6 million in the second quarter of 2014, representing an increase of 14.5% from $6.6 million in the second quarter of 2013. Gross margin was 67.6% in the second quarter of 2014, compared to 66.2% in the second quarter of 2013.
Operating Expenses
Total operating expenses for the second quarter of 2014 was $12.3 million, representing a decrease of 10.9% from $13.8 million in the second quarter of 2013. Operating expenses from discontinued operations were $6.7 million, representing a decrease of 25.3% from $9.0 million in the second quarter of 2013. Operating expenses from continuing operations were $5.6 million, representing an increase of 16.2% in the second quarter of 2013.
Selling, general and administrative (SG&A) expenses from discontinued and continuing operations were $6.0 million and $5.4 million in the second quarter of 2014, respectively, compared to $8.2 million and $4.8 million in the second quarter of 2013, respectively. The decrease in SG&A expenses associated with the discontinued operations was mainly due to a decrease in headcount and decreased service fees resulting from the scale-down of the Companys e-commerce channel. The increase in SG&A expenses associated with the continuing operations was primarily due to an increase in sales bonuses and catalog advertising expenses driven by the increase in sales from the health and beauty business.
2Cost of goods sold excludes depreciation and amortization expenses.
Impairment Loss on Assets Held for Sale
As of June 30, 2014, the carrying amount of assets held for sale, excluding the warehouse and liabilities held for sale, amounted to $22.3 million and $6.6 million, respectively. Based on the share purchase agreement as of August 8, 2014, the adjusted consideration as of June 30, 2014 less cost to sell of the disposal was approximately $6.4 million. As such, the Company recognized an impairment loss of $9.3 million on assets held for sale.
Loss from Equity in an Affiliate
Loss from equity in an affiliate, specifically Giosis Mecoxlane, was $1.3 million in the second quarter of 2014, compared to $1.2 million in the second quarter of 2013.
Net Loss
Net loss from the Companys discontinued operations was $12.9 million in the second quarter of 2014, compared to net loss of $7.5 million in the second quarter of 2013. Net income from continuing operations was $0.8 million in the second quarter of 2014, compared to net income of $1.3 million in the second quarter of 2013.
Net Loss and Loss per ADS
Net loss was $12.1 million in the second quarter of 2014, compared to net loss of $6.2 million in the second quarter of 2013. Non-GAAP net loss3was $12.0 million in the second quarter of 2014, compared to non-GAAP net loss of $5.2 million in the second quarter of 2013. Basic and diluted loss and income from the Companys discontinued and continuing operations per American depositary share (ADS) attributable to Mecox Lane shareholders was $1.00 and $0.06, respectively, in the second quarter of 2014. One ADS represents 35 ordinary shares.
Cash and Short-term Investments
As of June 30, 2014, Mecox Lane had cash and cash equivalents for its continuing operations totaling $6.5 million, compared to $14.3 million as of December 31, 2013. Short-term investments as of June 30, 2014 were $0.7 million, compared to nil as of December 31, 2013, all of which were structured term bank deposits.
3Non-GAAP net loss and non-GAAP net income exclude share-based compensation expenses. The non-GAAP measures and related reconciliations to GAAP measures are described in the accompanying sections of About Non-GAAP Financial Measures and the accompanying table of Mecox Lane Limited Consolidated Statement of Operations Information Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures at the end of this press release.
Secured Short-term Borrowing
As of June 30, 2014, Mecox Lane had no secured short-term borrowing, compared to $1.6 million as of December 31, 2013.
Conference Call Information
Mecox Lane management will hold an earnings conference call at 8:00 p.m. U.S. Eastern Time on Thursday, September 18 (8:00 a.m. Shanghai/Hong Kong Time, Friday, September 19) to discuss the Companys financial results and operational highlights from the quarter and to answer questions.
A brief presentation to accompany the earnings call will be available on the Companys website, http://ir.mecoxlane.com/events.cfm, at 7:00 p.m. U.S. Eastern Time on Thursday, September 18 (7:00 a.m. Shanghai/Hong Kong Time, Friday, September 19).
The dial-in numbers and passcode for the conference call are as follows: | |
U.S. (toll free): |
+1-855-500-8701 |
Mainland China: |
+4001200654 |
International: |
+65-6713-5440 |
Hong Kong: |
+852-3018-6776 |
Passcode: |
3978355 |
Additionally, an archived webcast of this call will be available on the Investor Relations section of Mecox Lanes website at http://ir.mecoxlane.com.
About Mecox Lane Limited
Mecox Lane Limited (NASDAQ: MCOX) is a multi-brand and multi-channel retailer in China. Since the Companys founding in 1996 and its listing on the Nasdaq Global Select Market in 2010, Mecox Lane has focused on the evolving fashion and lifestyle needs of Chinas young women through multiple retail channels. As part of a strategy shift under new management and in response to current market trends, the Company focuses on providing its broad base of urban and upwardly mobile customers with health and beauty products that are in step with their increasingly wellness-focused lifestyles. For more information on Mecox Lane, please visit http://ir.mecoxlane.com.
Safe Harbor: Forward Looking Statements
This press release contains forward-looking statements made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as may, will, expects, anticipates, future, intends, plans, believes, aims, estimates, confident, likely to and similar statements. Among other things, the quotations from management in this press release, as well as the Companys strategic and operational plans, contain 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 the following: the Companys business strategies and initiatives as well as its business plans; the Companys future business development, results of operations and financial condition; changes in the Companys revenues and cost or expense items; the Companys expectations with respect to increased revenue growth and its ability to sustain profitability; the Companys products under development or planning; the Companys ability to attract customers and further enhance its brand recognition; trends and competition in the industry in which the Company operates; the failure of the markets to grow at the projected rates; the rapidly changing nature of the industry in which the Company operates; and significant uncertainties of any projections or estimates relating to the growth prospects or future condition of the market. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements. Further information regarding these and other risks is included in the Companys annual report on Form 20-F as well as in its other filings with the Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and the Company undertakes no duty to update such information, except as required under applicable law.
About Non-GAAP Financial Measures
To supplement Mecox Lanes consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (GAAP), Mecox Lane uses in this press release non-GAAP net income (loss), which excludes share-based compensation expenses. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.
Mecox Lane believes that the non-GAAP financial measure facilitates investors and managements comparisons to Mecox Lanes historical performance and assists managements financial and operational decision making. A limitation of using the non-GAAP financial measure is that share-based compensation expenses are recurring expenses that will continue to exist in Mecox Lanes business for the foreseeable future. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP measure. The accompanying table has more details on the reconciliation between the non-GAAP financial measure and its most directly comparable GAAP financial measure.
For investor and media inquiries please contact:
In China:
Christina Hou
Mecox Lane Limited
Tel: +86-21-3108-1111 Ext. 8161
Email: ir@mecoxlane.com
Nicholas Manganaro
Ogilvy Financial, Beijing
Tel: +86-10-8520-6139
Email: mcox@ogilvy.com
In the U.S.:
Justin Knapp
Ogilvy Financial, U.S.
Tel: +1-646-460-9989
Email: mcox@ogilvy.com
Mecox Lane Limited
Unaudited Consolidated Balance Sheet
|
|
December 31, |
|
June 30, |
|
|
|
2013 |
|
2014 |
|
|
|
$ |
|
$ |
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
14,261,249 |
|
6,486,096 |
|
Short-term investments |
|
|
|
650,112 |
|
Accounts receivable, net of allowances of $49,286 and $49,286 as of December 31, 2013 and June 30, 2014, respectively |
|
944,447 |
|
1,069,997 |
|
Amount due from related parties |
|
224,479 |
|
126,115 |
|
Other receivables |
|
2,366,047 |
|
2,548,590 |
|
Advances to suppliers and prepaid expenses |
|
754,039 |
|
552,574 |
|
Merchandise inventories |
|
4,048,609 |
|
4,650,925 |
|
Held-for-sale assets |
|
69,365,235 |
|
53,403,817 |
|
Total current assets |
|
91,964,105 |
|
69,488,226 |
|
Property and equipment, net |
|
4,025,765 |
|
3,332,225 |
|
Intangible assets, net |
|
872,529 |
|
665,938 |
|
Investment in an affiliate |
|
5,546,358 |
|
3,096,740 |
|
Other non-current assets |
|
240,906 |
|
146,869 |
|
TOTAL ASSETS |
|
102,649,663 |
|
76,729,998 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Secured short term borrowing |
|
1,640,180 |
|
|
|
Accounts payable (including accounts payable of the consolidated VIEs without recourse to Mecox Lane Limited of $91,666 and $90,833 as of December 31, 2013 and June 30, 2014, respectively) |
|
13,001,974 |
|
8,745,566 |
|
Advances from customers |
|
2,531,312 |
|
2,832,623 |
|
Amount due to related parties |
|
635,770 |
|
|
|
Accrued expenses |
|
3,236,435 |
|
2,339,495 |
|
Other current liabilities |
|
4,172,225 |
|
3,673,474 |
|
Income tax payable |
|
1,752,631 |
|
1,750,400 |
|
Held-for-sale liability |
|
7,490,383 |
|
6,592,024 |
|
Total current liabilities |
|
34,460,910 |
|
25,933,582 |
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
Ordinary shares ($0.0001 par value; 10,000,000,000 shares authorized, 439,876,279 and 454,832,489 shares issued, and outstanding as of December 31, 2013 and June 30, 2014) |
|
43,988 |
|
45,483 |
|
Additional paid-in capital |
|
168,833,542 |
|
169,689,217 |
|
Accumulated deficit |
|
(109,433,074 |
) |
(127,360,725 |
) |
Accumulated other comprehensive income |
|
7,700,798 |
|
7,378,942 |
|
Statutory reserve |
|
943,499 |
|
943,499 |
|
Total Mecox Lane Limited equity |
|
68,088,753 |
|
50,696,416 |
|
Noncontrolling interests |
|
100,000 |
|
100,000 |
|
Total equity |
|
68,188,753 |
|
50,796,416 |
|
TOTAL LIABILITIES AND EQUITY |
|
102,649,663 |
|
76,729,998 |
|
Mecox Lane Limited
Unaudited Consolidated Statements of Comprehensive Income (Loss)
|
|
Three-month Ended June 30 |
| ||
|
|
2013 |
|
2014 |
|
|
|
$ |
|
$ |
|
Net revenues |
|
9,992,325 |
|
11,219,617 |
|
Cost of goods sold (excluding depreciation and amortization) |
|
3,372,524 |
|
3,640,561 |
|
Operating expenses: |
|
|
|
|
|
Selling, general and administrative expenses |
|
4,747,606 |
|
5,395,957 |
|
Depreciation and amortization |
|
207,829 |
|
161,317 |
|
Other operating income, net |
|
(173,333 |
) |
|
|
Total operating expenses |
|
4,782,102 |
|
5,557,274 |
|
Income from operations |
|
1,837,699 |
|
2,021,782 |
|
Interest expense |
|
(136,980 |
) |
|
|
Interest income |
|
279,497 |
|
56,950 |
|
Other income (loss), net |
|
508,444 |
|
(10,839 |
) |
Income before income taxes, equity in an affiliate and noncontrolling interests |
|
2,488,660 |
|
2,067,893 |
|
Income tax expense |
|
|
|
|
|
Income before equity in an affiliate and noncontrolling interests |
|
2,488,660 |
|
2,067,893 |
|
Loss from equity in an affiliate |
|
(1,173,074 |
) |
(1,297,239 |
) |
Income from continuing operations |
|
1,315,586 |
|
770,654 |
|
Loss on discontinued opearations, net of tax nil (including loss recognized on classification as held for sale of Nil and $9,280,050 for the three months ended June 30, 2013 and 2014 respectively) |
|
(7,500,122 |
) |
(12,899,798 |
) |
Net loss |
|
(6,184,536 |
) |
(12,129,144 |
) |
Accretion of noncontrolling interest |
|
(23,307 |
) |
|
|
Net loss attributable to noncontrolling interests |
|
23,307 |
|
|
|
Net loss attributable to Mecox Lane Limited shareholders |
|
(6,184,536 |
) |
(12,129,144 |
) |
Net income per share attributable to Mecox Lane-Basic |
|
|
|
|
|
Income from continuing operations |
|
0.00 |
|
0.00 |
|
Loss on discontinued operations |
|
(0.02 |
) |
(0.03 |
) |
Net income per share attributable to Mecox Lane-Diluted |
|
|
|
|
|
Income from continuing operations |
|
0.00 |
|
0.00 |
|
Loss on discontinued operations |
|
(0.02 |
) |
(0.03 |
) |
Net income per ADS attributable to Mecox Lane-Basic |
|
|
|
|
|
Income from continuing operations |
|
0.11 |
|
0.06 |
|
Loss on discontinued operations |
|
(0.64 |
) |
(1.00 |
) |
Net income per ADS attributable to Mecox Lane-Diluted |
|
|
|
|
|
Income from continuing operations |
|
0.11 |
|
0.06 |
|
Loss on discontinued operations |
|
(0.64 |
) |
(1.00 |
) |
Weighted average ordinary shares used in per share calculation |
|
|
|
|
|
Basic |
|
410,384,335 |
|
453,541,472 |
|
Diluted |
|
425,151,294 |
|
454,201,545 |
|
Weighted average ADS used in per share calculation (1) |
|
|
|
|
|
Basic |
|
11,725,266 |
|
12,958,327 |
|
Diluted |
|
12,147,179 |
|
12,977,186 |
|
(1) ADS amounts adjusted for a change in the ratio of the Companys American Depositary Shares (ADSs) to ordinary shares (Shares) from 1:7 to 1:35 (Ratio Change), effective as of February 1, 2013.
Other comprehensive income (loss), net of tax of nil |
|
|
|
|
|
Change in cumulative foreign currency translation adjustment |
|
663,892 |
|
(57,472 |
) |
Other comprehensive income (loss), net of tax |
|
663,892 |
|
(57,472 |
) |
|
|
|
|
|
|
Comprehensive loss attributable to Mecox Lane Limited shareholders |
|
(5,520,644 |
) |
(12,186,616 |
) |
Reconciliations of Non-GAAP Financial Measures to Comparable GAAP Measures |
|
|
|
|
|
Non-GAAP net loss (1) |
|
(5,198,002 |
) |
(12,027,381 |
) |
Note (1) We define non-GAAP net income (loss), a non-GAAP financial measure, as net income (loss) excluding share-based compensation expenses. We review non-GAAP net income (loss) together with net income (loss) to obtain a better understanding of our operating performance. We also believe it is useful supplemental information for investors and analysts to assess our operating performance without the effect of non-cash share based compensation expenses, which have been and will continue to be significant recurring expenses in our business. However, the use of non-GAAP net income (loss) has material limitations as an analytical tool. One of the limitations of using non-GAAP net income (loss) is that it does not include all items that impact our net income (loss) for the period. In addition, because non-GAAP net income (loss) is not calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP net income (loss) in isolation from or as an alternative to net income (loss) prepared in accordance with U.S. GAAP.
The following table sets forth the reconciliation of non-GAAP net income (loss), a non-GAAP financial measure, from net income (loss), our most directly comparable financial measure presented in accordance with U.S. GAAP, for the periods indicated.
|
|
Three-month Periods Ended June 30 |
| ||
|
|
2013 |
|
2014 |
|
|
|
$ |
|
$ |
|
Net loss |
|
(6,184,536 |
) |
(12,129,144 |
) |
Add back: Share-based compensation expenses |
|
986,534 |
|
101,763 |
|
Non-GAAP net loss |
|
(5,198,002 |
) |
(12,027,381 |
) |
Exhibit 99.2
Mecox Lane Limited Completes Spin-off of Apparel and Accessories Business
SHANGHAI, September 18, 2014 Mecox Lane Limited (Mecox Lane or the Company) (NASDAQ: MCOX), a multi-brand and multi-channel retailer in China, today announced it has completed the previously announced spin-off of the Companys apparel and accessories business.
The spin-off was completed through the sale of Mixblu Limited and its subsidiaries to Fast Fashion China Limited, a company controlled by the former chief executive officer of Mecox Lane, for an Adjusted consideration of approximately $6.1 million pursuant to a share purchase agreement dated as of August 8, 2014.Mecox Lane will file certain pro forma financial information with the U.S. Securities and Exchange Commission (the SEC). Please visit http://ir.mecoxlane.com for additional information regarding the spin-off, including links to filings with the SEC.
About Mecox Lane Limited
Mecox Lane Limited (NASDAQ: MCOX) is a multi-brand and multi-channel retailer in China. Since the Companys founding in 1996 and its listing on the Nasdaq Global Select Market in 2010, Mecox Lane has focused on the evolving fashion and lifestyle needs of Chinas young women through multiple retail channels. As part of a strategy shift under new management and in response to current market trends, the Company focuses on providing its broad base of urban and upwardly mobile customers health and beauty products that are in step with their increasingly wellness-focused lifestyles. For more information on Mecox Lane, please visit http://ir.mecoxlane.com.
For investor and media inquiries please contact:
In China:
Christina Hou
Mecox Lane Limited
Tel: +86-21-3108 1111 Ext. 8161
Email: ir@mecoxlane.com
Nicholas Manganaro
Ogilvy Financial, Beijing
Tel: +86-10-8520-6139
Email: mcox@ogilvy.com
In the U.S.:
Justin Knapp
Ogilvy Financial, U.S.
Tel: +1-646-460-9989
Email: mcox@ogilvy.com
Exhibit 99.3
Pro Forma Unaudited Consolidated Financial Statements
Mecox Lane Limited
Unaudited Pro Forma Financial Information
Spin-off of Mixblu Limited and Its Subsidiaries
On September 18, 2014 (the Closing Date), Mecox Lane completed a spin-off of its apparel and accessories business through the sale of Mixblu Limited and its subsidiaries (collectively, Mixblu) to Fast Fashion China Limited, a company controlled by Mecox Lanes former chief executive officer, for an adjusted consideration of $6.1 million pursuant to a share purchase agreement dated as of August 8, 2014.
After the Closing Date, Mecox Lane does not own any shares of Mixblu and will no longer consolidate Mixblu within the Mecox Lanes financial results. Beginning in the second quarter of 2014, Mixblus historical financial results for periods prior to the Closing Date will be reflected in Mecox Lanes consolidated financial statements as a discontinued operation.
Unaudited Pro Forma Consolidated Financial Information
The following pro forma financial information concerns the historical performance of Mecox Lanes apparel and accessories business, specifically Mixblu Limited. The pro forma information is provided for comparison purposes in consideration of the spin-off and sale of Mixblu and has no impact on Mecox Lanes previously reported financial results.
The following unaudited pro forma consolidated financial statements are based on Mecox Lanes historical consolidated financial statements and have been adjusted to give pro forma effect to the spin-off of the apparel and accessories business. The unaudited pro forma condensed consolidated statements of operations for the periods ended December 31, 2013, December 31, 2012andDecember 31, 2011 give effect to the spin-off transaction as if it had occurred as of January 1, 2011.
The unaudited pro forma consolidated financial statements have been prepared by Mecox Lane based upon certain assumptions as disclosed in the accompanying footnotes. The unaudited pro forma consolidated financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of Mecox Lanes financial position or future results of operations that would have actually occurred as if the spin-off transaction had been in effect as of the date or for the periods presented.
Mecox Lane Limited
Unaudited Pro Forma Condensed Consolidataed Balance Sheet
(In Thousands, Except Per Share Data)
|
|
As of December 31, 2013 |
| ||||
|
|
Historical |
|
Spin-off |
|
Pro Forma |
|
|
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
15,736 |
|
4,757 |
(A) |
20,493 |
|
Accounts receivable |
|
1,744 |
|
(800 |
) |
944 |
|
Amount due from related parties |
|
224 |
|
|
|
224 |
|
Other receivables |
|
4,174 |
|
(1,808 |
) |
2,366 |
|
Advances to suppliers and prepaid expenses |
|
1,971 |
|
(1,217 |
) |
754 |
|
Merchandise inventories |
|
24,585 |
|
(20,536 |
) |
4,049 |
|
Held-for-sale assets |
|
40,707 |
|
|
|
40,707 |
|
Total current assets |
|
89,141 |
|
(19,604 |
) |
69,537 |
|
Property and equipment, net |
|
6,219 |
|
(2,193 |
) |
4,026 |
|
Intangible assets, net |
|
917 |
|
(45 |
) |
872 |
|
Investment in an affiliate |
|
5,547 |
|
|
|
5,547 |
|
Other non-current assets |
|
826 |
|
(585 |
) |
241 |
|
TOTAL ASSETS |
|
102,650 |
|
(22,427 |
) |
80,223 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Secured short term borrowing |
|
(1,640 |
) |
|
|
(1,640 |
) |
Accounts payable (including accounts payable of the consolidated VIEs without recourse to Mecox Lane Limited of $4,589,259 as of December 31, 2013) |
|
(17,500 |
) |
4,497 |
|
(13,003 |
) |
Advances from customers (including advances from customers of the consolidated VIEs without recourse to Mecox Lane Limited of $1,076,283 as of December 31, 2013) |
|
(3,608 |
) |
1,076 |
|
(2,532 |
) |
Amount due to related parties |
|
(636 |
) |
|
|
(636 |
) |
Accrued expenses (including accrued expenses of the consolidated VIEs without recourse to Mecox Lane Limited of $393,313 as of December 31, 2013) |
|
(3,630 |
) |
289 |
(B) |
(3,341 |
) |
Other current liabilities (including other current liabilities of the consolidated VIEs without recourse to Mecox Lane Limited of $1,489,649 as of December 31, 2013) |
|
(5,661 |
) |
1,490 |
|
(4,171 |
) |
Income tax payable (including income tax payable of the consolidated VIEs without recourse to Mecox Lane Limited of $33,545 as of December 31, 2013) |
|
(1,786 |
) |
34 |
|
(1,752 |
) |
Total current liabilities |
|
(34,461 |
) |
7,386 |
|
(27,075 |
) |
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
Ordinary shares ($0.0001 par value; 10,000,000,000 shares authorized, 439,876,279 shares issued, and outstanding as of December 31, 2013) |
|
(44 |
) |
|
|
(44 |
) |
Additional paid-in capital |
|
(168,834 |
) |
|
|
(168,834 |
) |
Accumulated deficit |
|
109,433 |
|
15,041 |
(C) |
124,474 |
|
Accumulated other comprehensive income |
|
(7,701 |
) |
|
|
(7,701 |
) |
Statutory reserve |
|
(943 |
) |
|
|
(943 |
) |
Total Mecox Lane Limited equity |
|
(68,089 |
) |
15,041 |
|
(53,048 |
) |
Noncontrolling interests |
|
(100 |
) |
|
|
(100 |
) |
Total equity |
|
(68,189 |
) |
15,041 |
|
(53,148 |
) |
TOTAL LIABILITIES AND EQUITY |
|
(102,650 |
) |
22,427 |
|
(80,223 |
) |
Note1. Unaudited Pro Forma Balance Sheet: The audited pro forma consolidated balance sheet gives effect to the spin-off of the apparel and accessories operations of the Mecox Lane, as described below, as if these events had occurred as of December 31, 2013. As a result of the spin-off, these adjustments reflect the historical balances as of December 31, 2013 for the assets sold and liability assumed.
Note (A): Besides the $1.5 million cash to be control by the buyer, the Cash received from the buyer under the terms of the split-off transaction should be $6.2 million
Note (B): Besides the accrued expenses assumed by the buyer, the accompany should additionally accrued the transaction and professional related fees amounted around $0.1 million
Note (C): Based on the terms of the transaction outlined in August 8, including the $21.2 million net assets the Company plans to sell, the $0.1 million of transaction and professional fees, and the $6.2 million cash the Company will receive from the buyer, Mecox Lane Limited would have recorded a loss of $15.0 million which has been recorded as an addition in accumulated deficit on the pro forma balance sheet.
Mecox Lane Limited
Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income
(In Thousands, Except Per Share Data)
|
|
Year Ended December 31, 2013 |
| ||||
|
|
Historical |
|
Historical Enterprise |
|
Pro Forma |
|
|
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
Net revenues |
|
87,423 |
|
44,800 |
|
42,623 |
|
|
|
|
|
|
|
|
|
Cost of goods sold (excluding depreciation and amortization) |
|
52,694 |
|
36,797 |
|
15,897 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
58,780 |
|
36,321 |
|
22,459 |
|
Depreciation and amortization |
|
5,227 |
|
4,125 |
|
1,102 |
|
Other operating income, net |
|
(6,484 |
) |
(302 |
) |
(6,182 |
) |
Total operating expenses |
|
57,523 |
|
40,144 |
|
17,379 |
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
(22,794 |
) |
(32,141 |
) |
9,347 |
|
Interest expense |
|
(342 |
) |
|
|
(342 |
) |
Interest income |
|
977 |
|
|
|
977 |
|
Other income, net |
|
1,039 |
|
|
|
1,039 |
|
Income (loss) before income taxes, equity in an affiliate and noncontrolling interests |
|
(21,120 |
) |
(32,141 |
) |
11,021 |
|
Income tax expense |
|
|
|
|
|
|
|
Income (loss) before equity in an affiliate and noncontrolling interests |
|
(21,120 |
) |
(32,141 |
) |
11,021 |
|
Loss from equity in an affiliate |
|
(5,491 |
) |
|
|
(5,491 |
) |
Net income (loss) |
|
(26,611 |
) |
(32,141 |
) |
5,530 |
|
Accretion of noncontrolling interest |
|
103 |
|
|
|
103 |
|
Net loss attributable to noncontrolling interests |
|
(103 |
) |
|
|
(103 |
) |
Net income (loss) attributable to Mecox Lane Limited shareholders |
|
(26,611 |
) |
(32,141 |
) |
5,530 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Basic |
|
(0.06 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Diluted |
|
(0.06 |
) |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Basic |
|
(2.23 |
) |
|
|
0.46 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Diluted |
|
(2.23 |
) |
|
|
0.46 |
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares used in per share calculation |
|
|
|
|
|
|
|
Basic |
|
418,347 |
|
|
|
418,347 |
|
Diluted |
|
418,347 |
|
|
|
422,252 |
|
Weighted average ADS used in per share calculation (1) |
|
|
|
|
|
|
|
Basic |
|
11,953 |
|
|
|
11,953 |
|
Diluted |
|
11,953 |
|
|
|
12,064 |
|
(1) ADS amounts adjusted for a change in the ratio of the Companys American Depositary Shares (ADSs) to ordinary shares (Shares) from 1:7 to 1:35 (Ratio Change), effective as of February 1, 2013.
Other comprehensive income, net of tax of nil |
|
|
|
|
|
|
|
Change in cumulative foreign currency translation adjustment |
|
1,408 |
|
|
|
1,408 |
|
Other comprehensive income (loss), net of tax |
|
1,408 |
|
|
|
1,408 |
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Mecox Lane Limited shareholders |
|
(25,203 |
) |
(32,141 |
) |
6,938 |
|
Note1. Unaudited Pro Forma Condensed Consolidated statement of Comprehensive Income:
Note (A):The following adjustments to the unaudited pro forma condensed consolidated statement of comprehensive income reflect the elimination of historical revenues generated from discontinued apparel and accessories operations pursuant to the spin-off transaction, as well as historical expenses relating to the operations assumed by apparel and accessories business until the transactions were consummated as of January 1,2011. Any gain or loss related to this transaction is not reflected in the pro forma condensed consolidated statements of comprehensive income as it has been recorded on the closing date of the transaction.
Mecox Lane Limited
Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income
(In Thousands, Except Per Share Data)
|
|
Year Ended December 31, 2012 |
| ||||
|
|
Historical |
|
Historical Enterprise |
|
Pro Forma |
|
|
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
Net revenues |
|
151,816 |
|
112,996 |
|
38,820 |
|
|
|
|
|
|
|
|
|
Cost of goods sold (excluding depreciation and amortization) |
|
97,467 |
|
84,509 |
|
12,958 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
76,310 |
|
56,779 |
|
19,531 |
|
Depreciation and amortization |
|
4,217 |
|
3,503 |
|
714 |
|
Other operating income, net |
|
(1,805 |
) |
(952 |
) |
(853 |
) |
Total operating expenses |
|
78,722 |
|
59,330 |
|
19,392 |
|
Income (loss) from operations |
|
(24,373 |
) |
(30,843 |
) |
6,470 |
|
Interest income |
|
2,143 |
|
|
|
2,143 |
|
Other income, net |
|
120 |
|
|
|
120 |
|
Income (loss) before income taxes, equity in an affiliate and noncontrolling interests |
|
(22,110 |
) |
(30,843 |
) |
8,733 |
|
Income tax expense |
|
(324 |
) |
|
|
(324 |
) |
Income (loss) before equity in an affiliate and noncontrolling interests |
|
(22,434 |
) |
(30,843 |
) |
8,409 |
|
Loss from equity in an affiliate |
|
|
|
|
|
|
|
Net income (loss) |
|
(22,434 |
) |
(30,843 |
) |
8,409 |
|
Accretion of noncontrolling interest |
|
20 |
|
|
|
20 |
|
Net loss attributable to noncontrolling interests |
|
(20 |
) |
|
|
(20 |
) |
Net income (loss) attributable to Mecox Lane Limited shareholders |
|
(22,434 |
) |
(30,843 |
) |
8,409 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Basic |
|
(0.06 |
) |
|
|
0.02 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Diluted |
|
(0.06 |
) |
|
|
0.02 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Basic |
|
(1.94 |
) |
|
|
0.73 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Diluted |
|
(1.94 |
) |
|
|
0.73 |
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares used in per share calculation |
|
|
|
|
|
|
|
Basic |
|
404,247 |
|
|
|
404,247 |
|
Diluted |
|
404,247 |
|
|
|
404,387 |
|
Weighted average ADS used in per share calculation (1) |
|
|
|
|
|
|
|
Basic |
|
11,550 |
|
|
|
11,550 |
|
Diluted |
|
11,550 |
|
|
|
11,554 |
|
(1) ADS amounts adjusted for a change in the ratio of the Companys American Depositary Shares (ADSs) to ordinary shares (Shares) from 1:7 to 1:35 (Ratio Change), effective as of February 1, 2013.
Other comprehensive income , net of tax of nil |
|
|
|
|
|
|
|
Change in cumulative foreign currency translation adjustment |
|
91 |
|
|
|
91 |
|
Other comprehensive income (loss), net of tax |
|
91 |
|
|
|
91 |
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Mecox Lane Limited shareholders |
|
(22,343 |
) |
(30,843 |
) |
8,499 |
|
Mecox Lane Limited
Unaudited Pro Forma Condensed Consolidataed statement Of Comprehensive Income
(In Thousands, Except Per Share Data)
|
|
Year Ended December 31, 2011 |
| ||||
|
|
Historical |
|
Historical Enterprise |
|
Pro Forma |
|
|
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
Net revenues |
|
217,894 |
|
187,357 |
|
30,537 |
|
|
|
|
|
|
|
|
|
Cost of goods sold (excluding depreciation and amortization) |
|
144,739 |
|
133,833 |
|
10,906 |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
104,534 |
|
89,970 |
|
14,564 |
|
Depreciation and amortization |
|
4,411 |
|
4,048 |
|
363 |
|
Other operating income, net |
|
(933 |
) |
(712 |
) |
(221 |
) |
Total operating expenses |
|
108,012 |
|
93,306 |
|
14,706 |
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
(34,857 |
) |
(39,782 |
) |
4,925 |
|
Interest income |
|
2,231 |
|
|
|
2,231 |
|
Other income, net |
|
2,307 |
|
|
|
2,307 |
|
Income (loss) before income taxes, equity in an affiliate and noncontrolling interests |
|
(30,319 |
) |
(39,782 |
) |
9,463 |
|
Income tax expense |
|
(2,944 |
) |
(249 |
) |
(2,695 |
) |
Income (loss) before equity in an affiliate and noncontrolling interests |
|
(33,263 |
) |
(40,031 |
) |
6,768 |
|
Loss from equity in an affiliate |
|
|
|
|
|
|
|
Net income (loss) |
|
(33,263 |
) |
(40,031 |
) |
6,768 |
|
Accretion of noncontrolling interest |
|
257 |
|
|
|
257 |
|
Net loss attributable to noncontrolling interests |
|
(296 |
) |
|
|
(296 |
) |
Net income (loss) attributable to Mecox Lane Limited shareholders |
|
(33,224 |
) |
(40,031 |
) |
6,807 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Basic |
|
(0.08 |
) |
|
|
0.02 |
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to Mecox Lane-Diluted |
|
(0.08 |
) |
|
|
0.02 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Basic |
|
(2.87 |
) |
|
|
0.59 |
|
|
|
|
|
|
|
|
|
Net income (loss) per ADS attributable to Mecox Lane-Diluted |
|
(2.87 |
) |
|
|
0.55 |
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares used in per share calculation |
|
|
|
|
|
|
|
Basic |
|
405,192 |
|
|
|
405,192 |
|
Diluted |
|
405,192 |
|
|
|
431,453 |
|
Weighted average ADS used in per share calculation (1) |
|
|
|
|
|
|
|
Basic |
|
11,577 |
|
|
|
11,577 |
|
Diluted |
|
11,577 |
|
|
|
12,327 |
|
(1) ADS amounts adjusted for a change in the ratio of the Companys American Depositary Shares (ADSs) to ordinary shares (Shares) from 1:7 to 1:35 (Ratio Change), effective as of February 1, 2013.
Other comprehensive income, net of tax of nil |
|
|
|
|
|
|
|
Change in cumulative foreign currency translation adjustment |
|
3,909 |
|
|
|
3,909 |
|
Other comprehensive income (loss), net of tax |
|
3,909 |
|
|
|
3,909 |
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Mecox Lane Limited shareholders |
|
(29,354 |
) |
(40,031 |
) |
10,677 |
|