PLUS1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2018
Commission File Number 001-38055
NETSHOES (CAYMAN) LIMITED
(Exact name of registrant as specified in its charter)
| The Cayman Islands | 98-1007784 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
Rua Vergueiro 961, Liberdade
01504-001 São Paulo, São Paulo, Brazil
+55 11 3028-3528
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
NETSHOES (CAYMAN) LIMITED
Unaudited condensed consolidated interim financial statements
as of September 30, 2018, and for the nine and three month periods ended September 30, 2017 and 2018
1
2
3
4
5
6
7
8
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
1. Organization and background
1.1 Nature of Operations
Netshoes (Cayman) Limited (“NSC” or the “Parent") was incorporated in the Cayman Islands on April 12, 2011. NSC is a holding company and conducts its business primarily through its subsidiaries (together with NSC, the “Company”, “we” or “us”). The Company’s registered office is at Willow House, Cricket Square, George Town, KY 1-1104, Cayman Islands. Major shareholders of the Company include Tiger Global Private Investment Partners V, L.P. (“Tiger Global V”), Tiger Global Private Investment Partners VI, L.P. (“Tiger Global VI”), CDK Net Fund IC and HCFT Holdings.
The Company is a leading sports and lifestyle ecommerce destination in Latin America with operations in Brazil, Argentina and Mexico (the latter presented as discontinued operations following the announcement of sale of the Mexican operations, as disclosed in note 26). The Company’s core business is to offer to its customers a reliable and convenient online shopping experience with a wide selection of products including athletic shoes, jerseys, apparel, accessories and sporting equipment from leading international, local and private brands as well as fashion. The Company conducts its business mainly through its ecommerce websites ( www.netshoes.com , www.zattini.com and www.shoestock.com).
The Company’s shares are offered, sold and registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form F-1 (Registration No.333-216727), which was declared effective by the Securities and Exchange Commission on April 12, 2017. The common stock began trading on the New York Stock Exchange on April 12, 2017 under the symbol "NETS" and its Initial Public Offering (IPO) was completed on April 18, 2017.
In August 2018, the Company entered into an agreement with the Grupo Sierra Capital (“Sierra”) to sell the entirety of its Mexico operations. In October 11, 2018 the Company and Sierra concluded the transaction, which was preceded by final adjustments agreed by the parties under the original terms and conditions of the negotiation (see note 26).
1.2 Split of shares
The Board of Directors approved a 1.0 for 3.0 share split of the Company's outstanding common shares. The share split became effective on April 18, 2017. The Company has retrospectively adjusted loss per share data considering the split of shares (see note 5).
2. Summary of Significant Accounting Policies
2.1. Statement of Compliance
These interim financial statements have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” and should be read in conjunction with the Company’s last annual consolidated financial statements as at and for the year ended December 31, 2017 (“last annual financial statements”). These interim financial statements, which are unaudited, do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.
These condensed consolidated financial statements as of and for the nine-month period ended September 30, 2018 were authorized for issuance by the Board of Directors on November 07, 2018.
2.2. Basis of Presentation
The functional currency of the Company is US$ and the reporting currency is Brazilian Real (“R$”) as this currency better reflects the underlying operations of the consolidated entities. The Company’s subsidiaries with operations in Brazil, Argentina and Mexico (the latter presented as discontinued operations, as described in note 26) use their respective currencies as their functional currencies.
9
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
Due to the significant inflation in Argentina over the past few years including the first nine months of 2018, the three-year cumulative inflation rate in Argentina has exceeded 100% based on data from the national wholesale price index and various available inflation indices in May 2018. As such, Argentina was considered as hyperinflationary economy effective July 1, 2018 and beginning in the third quarter of 2018 the Company is required to apply inflation accounting in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies. Thus, its statement of financial position and statement of profit or loss are restated for the changes in the general purchasing power of the local currency, using official indices at the reporting date, before translation into Brazilian Real (“R$”) and, as a result, are stated in terms of the measuring unit current at the reporting date. The details of recognition of the effects of inflation in Argentina operations are disclosed in note 25.
Translations of balances in the condensed consolidated statement of financial positions, condensed consolidated statement of profit or loss, condensed consolidated statement of comprehensive income (loss) and condensed consolidated statement of cash flows from R$ into US$ are solely for the convenience of the readers and have been calculated at the rate of US$1.00 = R$ 4.0039, representing the exchange rate set forth by the Banco Central do Brasil (Central Bank of Brazil) on September 30, 2018. No representation is made that the R$ amounts could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2018, or at any other rate. All values have been rounded to the nearest thousands of R$ and US$, except where noted.
This interim information was prepared pursuant to the accounting principles, practices and criteria consistent with those adopted in financial statements for the year ended December 31, 2017 and must be analyzed jointly with the referred to financial statements, except for the comparative information for the nine and three month period ended September 30, 2017 which restated for the purposes of applying IFRS 5 "Non-current assets held for sale and discontinued operations" after approval by the Board of Directors of the sale of its operation in Mexico on August 6, 2018, as presented in note 26 and also for the application of IAS 29 in the Argentinean subsidiary, see note 25 for further information.
The policy for recognizing and measuring income taxes in the interim period is described in note 22.
2.3. Use of Judgments, Estimates and Assumptions
|
In preparing these condensed consolidated financial statements in conformity with IFRS, management has made judgments, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from those estimates.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2017, except for:
- Note 20 – Credit risk of Other non-current assets: Uncertainty of possible outcomes - Note 25 – Hyperinflation: Determining inflation rate
|
2.4. Fair Value Measurements
|
Several accounting policies and disclosures require fair value measurement, for both financial and non-financial assets and liabilities.
|
|
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: |
· Level 1 — unadjusted quoted prices in active markets for identical assets or liabilities.
· Level 2 — inputs other than quoted prices included in Level 1 that are observable for the assets or liability, either directly or indirectly
· Level 3 — inputs for the assets or liability that are not based on observable market data.
10
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Note 20 includes accounting classification and fair value measurement of financial instruments.
2.5. New Accounting Pronouncements
The Company applied as of January 1, 2018, IFRS 15 (Revenue from Contracts with Customers) and IFRS 9 (Financial Instruments). As required by IAS 34, the nature and effect of these changes are described below.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers, and SIC-31 Revenue-Barter Transactions Involving Advertising Services and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
The standard requires entities to exercise judgement, taking into consideration all the relevant facts and circumstances when applying each step of the model to contracts with their customers.
The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.
The Company adopted IFRS 15 using the cumulative effect method of adoption. Accordingly, the effect of adoption has been recorded as an adjustment to equity.
The details of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below.
(a) Revenue from product sales
The Company’s contracts with customers for products sales generally includes a performance obligation. The Company has concluded that revenue from products sales should be recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. Therefore, the adoption of IFRS 15 did not have any impact on the timing of revenue recognition, as sales were already recognized upon delivery of the goods to customers. However, the amount of revenue to be recognized was affected by the variable consideration, as stated below.
(i) Variable consideration
Some contracts for product sales provide customers with a right of return. Prior to the adoption of IFRS 15, the Company recognized revenue from the sale of goods measured at the fair value of the consideration received or receivable, net of returns. If revenue could not be reliably measured, the Company deferred revenue recognition until the uncertainty was resolved.
Under IFRS 15, rights of return give rise to variable consideration. The variable consideration is estimated at contract inception and constrained until the associated uncertainty is subsequently resolved. The application of the constraint on variable consideration increases the amount of revenue that will be deferred.
Rights of return
11
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
For contracts that permit the customer to return an item, under IFRS 15 revenue is recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data.
The effect of adoption in January 1, 2018 resulted in the recognition of right of return assets (increase in inventories) of R$1,592 and refund liabilities (increase in other liabilities) of R$2,745. The net effect of R$1,153 was recorded in Accumulated losses.
(b) Freight-related services
The Company’s contracts with customers for freight-related services is recognized once the service is rendered. The shipping fees are linked to the revenue from products sales. Therefore, the adoption of IFRS 15 did not have any impact on the timing of revenue recognition, as services were already recognized upon delivery of the goods to customers. However, the amount of revenue to be recognized was affected by the variable consideration, as stated in topic (a).
(c) Marketplace platform
The Company’s contracts with customers for Marketplace platform generates revenue in the form of a commission, when the third-party vendors sell the products on the Company’s platform. The Company recognizes revenue from the marketplace platform on a net basis because the Company acts as an agent and does not have primary responsibility for fulfilling the orders, bear inventory risk or have discretion in establishing prices. Therefore, the adoption of IFRS 15 did not have any impact in the Company’s accounting policies, once the Company already recognized these revenues as an agent.
(d) NCard
The Company generates commission revenue from the customers’ activation of NCards. The revenue is recognized when the NCards are activated by the customers. Therefore, the adoption of IFRS 15 did not have any impact in the Company’s accounting policies, once the Company already recognized these revenues when the customers activate the NCards.
(e) Presentation and disclosure requirements
As required for the condensed consolidated financial statements, the Company disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company also disclosed information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. Refer to notes 4 and 6 for the disclosure on disaggregated revenue.
IFRS 9 Financial Instruments
IFRS 9 sets out requirements for recognizing measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement.
The Company has applied IFRS 9 with the initial adoption date of January 1, 2018 and has taken an exemption not to restate comparative information for prior periods with respect to classification and measurement (including impairment) requirements. Differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 were recognized in Accumulated losses as at January 1, 2018. Accordingly, the information presented for 2017 does not generally reflect the requirements of IFRS 9 but rather those of IAS 39.
The details of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below.
(a) Classification and measurement of financial assets and liabilities
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics.
12
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale.
IFRS 9 largely retains the existing requirements in IAS 39 for the classification of financial liabilities. Therefore, the adoption of IFRS 9 has not had a significant effect on the Company’s accounting policies related to classification and measurement of financial assets.
The following table compares the measurement and classification under IAS 39 and IFRS 9 for each class of financial assets.
|
Financial instrument |
|
Classification under IAS 39 |
|
Classification under IFRS 9 |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Loans and receivables |
|
Amortized cost |
|
Restricted cash, current and non-current portion |
|
Loans and receivables |
|
Amortized cost |
|
Trade accounts receivables |
|
Loans and receivables |
|
Amortized cost |
|
Due from related parties |
|
Loans and receivables |
|
Amortized cost |
|
Judicial deposits |
|
Loans and receivables |
|
Amortized cost |
|
Other assets, current and non-current portion |
|
Loans and receivables |
|
Amortized cost |
The effect of adopting IFRS 9 on the carrying amounts of financial assets at January 1, 2018 relates solely to the new impairment requirements.
(i) Impairment
IFRS 9 replaces the “incurred loss” model in IAS 39 with a forward-looking “expected credit loss” (ECL) model. This new model requires the Company to record expected credit losses on trade accounts receivables, either on 12-month or lifetime basis.
The Company has assessed the application of IFRS 9 impairment model requirements and its assessment did not have a material impact on its opening balance at January 1, 2018 (except for trade receivables, described below).
Trade accounts receivables
The estimated ECLs were calculated based on actual credit loss experience over the past two years, with ECL rates calculated separately for B2C (business to consumer) and B2B (business to business) trade accounts receivable. The Company already considered the exposure to credit risk over the impairment recognized under IAS 39.
Factors considered were:
· Significant financial difficulty of the customer;
· Payment default;
· Exposure to expected losses;
· High probability of customer bankruptcy;
· Breach of contract, such as default or delinquency in interest or principal; and
· Adverse change in a factor (for example, unemployment rates, external credit ratings).
Exposures within each group are based on credit risk characteristics and aging status.
The application of IFRS 9’s impairment requirements at January 1, 2018 resulted in an additional allowance for doubtful accounts as follows.
13
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
|
|
|
As at January 1, 2018 |
||
|
Allowance for doubtful accounts (as previously disclosed) |
Restated allowance for expected losses |
|||
|
|
|
|
|
|
|
Not past due |
R$ |
(8,199) |
R$ |
(11,222) |
|
Past due 1-30 days |
(2,134) |
(2,134) |
||
|
Past due 31-90 days |
(3,686) |
(3,686) |
||
|
Past due 91-120 days |
(1,845) |
(1,845) |
||
|
Past due 120-180 days |
(3,108) |
(3,108) |
||
|
Past due over 180 days |
(1,899) |
(1,899) |
||
|
Total |
R$ |
(20,871) |
R$ |
(23,894) |
Note 10 includes a table to summarize the effect of adoption of IFRS 9 on new allowance for doubtful accounts.
(b) Hedge accounting
The Company´s assessment did not indicate any impact on the application of IFRS 9 for hedge accounting, because no hedge transactions existed as of December 31, 2017 and no hedge transactions were entered into in the nine months ended September 30, 2018.
Other Clarifications, amendments and interpretations
Several other amendments and interpretations apply for the first time in 2018, but do not have an impact on the condensed consolidated financial statements of the Company. Also, the Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective, including the IFRS 16 – Leases, which the Company is currently evaluating the effect of adopting the standard and the impact it may have on its consolidated financial statements.
2.6. Discontinued operations and non-current assets held for sale
A non-current asset is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.
The criteria for recognition as non-current assets held for sale are only considered satisfied when the sale is highly probable and the asset (or disposal group of assets) is available for immediate sale in its present condition. The Company measures the assets held for sale (or group of assets) at the lower of its carrying amount and fair value less costs to sell. If the carrying amount exceeds the fair value less costs to sell an impairment loss is recognizedin the statement of Profit or Loss. Any subsequent reversal of impairment is recognized only to the extent of the loss previously recognized.
The assets and liabilities of a disposal group classified as held for sale are presented separately in the statement of financial position.
14
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
The classification as a discontinued operation occurs through disposal, or when the operation meets the criteria to be classified as held for sale if this occurs earlier. A discontinued operation is a component of a Company business comprising cash flows and operations that may be clearly distinct from the rest of the Company and that represents an important separate line of business or geographical area of operations.
The result of discontinued operations is presented in a single amount in the statement of profit or loss, including the results after income tax of these operations less any impairment loss. Cash flows attributable to operating, investing and financing activities of discontinued operations are described in a separate note (note 26).
When an operation is classified as a discontinued operation, the statement of profit or loss and the cash flow of the prior periods are re-presented as if the operation had been discontinued since the beginning of the comparative period.
3. Seasonality
Like most retail businesses, the Company experiences seasonal fluctuations in its net sales and operating results. Historically, the Company has generated higher net sales in the fourth quarter, which includes Black November period (commercial holiday introduced in 2010 by Brazilian e-commerce websites which is a month-long equivalent to the Black Friday in the United States) and the Christmas season in Brazil, Argentina and Mexico (the latter presented as discontinued operations, as described in note 26) while the first quarter of the year is our slowest period, as the months of January and February correspond to vacation time in Brazil and Argentina.
The amount of cash flows and working capital we require to support our operations fluctuate throughout the year, primarily driven by the seasonality of our business. Typically, we have higher generation of cash flows during the fourth quarter, given the increase in the volume of sales we generally experience in this period, which includes the Black November period and the holiday season. Conversely, our cash flow requirements increase during the first quarter of the year as a result of (1) the maturity of the payment terms with our suppliers for inventory acquired in advance of our peak selling season and (2) a decrease in sales volumes that typically follows such season.
4. Segment Information
The Company uses the “management approach” to determine its reportable segments. The management approach identifies operating segments based on how the entity is organized and based on how financial information is presented to the chief operating decision maker (“CODM”). The Company concluded that the CODM is the Chief Executive Officer.
The Company is organized around geographical divisions and discloses the following reportable segments: Brazil and International.
· Brazil: consists of retail sales of consumer products from all of our verticals (which includes sales of sporting goods and related garments as well as fashion and more recently, beauty goods) carried out through our sites Netshoes.com.br, Zattini.com.br and Shoestock.com.br and third-party sites that we manage as well as our business to business offline operation.
· International: consists of retail sales of consumer products (mainly sporting goods and related garments) from our site Netshoes.com.ar in Argentina.
As explained in note 26, the Mexico operation was discontinued during the third quarter of 2018, and consequently it is presented as discontinued operations.
The items not allocated directly to the reportable segments are disclosed as corporate and others. Corporate and others comprises operating expenses, financial income and financial expenses recorded in Netshoes (Cayman) Limited and Netshoes Holding, LLC.
The CODM receives individual financial information based on the nature of revenues and expenses incurred. There is no regular reporting of individual financial information for products, services, or major customers, and therefore the Company concluded that Brazil and International were each independent reportable segments.
15
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
No information on segment assets or liabilities is relevant for decision-making. There are no inter segment transactions in the internal reporting structure.
The Company evaluates the performance of its reportable segments using “segment net income (loss)”. A reconciliation of reportable segments is as follows:
16
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
17
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
| Brazil | International | Corporate and others | Total | |||||||||||||||||||||
| Three months ended in September 30, | Three months ended in September 30, | Three months ended in September 30, | Three months ended in September 30, | |||||||||||||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||||||||
| BRL | BRL | USD | BRL | BRL | USD | BRL | BRL | USD | BRL | BRL | USD | |||||||||||||
| Net Sales | R$ | 396,981 | R$ | 383,272 | US$ | 95,725 | R$ | 34,441 | R$ | 34,537 | US$ | 8,626 | R$ | - | R$ | - | US$ | - | R$ | 431,422 | R$ | 417,809 | US$ | 104,351 |
| Cost of sales | (263,650) | (351,779) | (87,859) | (26,745) | (29,249) | (7,305) | - | - | - | (290,395) | (381,028) | (95,164) | ||||||||||||
| Segment gross profit | 133,331 | 31,493 | 7,866 | 7,696 | 5,288 | 1,321 | - | - | - | 141,027 | 36,781 | 9,187 | ||||||||||||
| Salaries and employees' benefits | (43,547) | (45,833) | (11,447) | (4,864) | (5,130) | (1,281) | (236) | (440) | (110) | (48,647) | (51,403) | (12,838) | ||||||||||||
| Marketing expenses | (44,659) | (45,542) | (11,374) | (3,839) | (3,997) | (998) | (417) | (202) | (50) | (48,915) | (49,741) | (12,422) | ||||||||||||
| Operating lease | (6,407) | (5,972) | (1,492) | (507) | (542) | (135) | - | - | - | (6,914) | (6,514) | (1,627) | ||||||||||||
| Credit card fees | (7,223) | (7,486) | (1,870) | (1,197) | (1,104) | (276) | - | - | - | (8,420) | (8,590) | (2,146) | ||||||||||||
| Information technology services | (6,667) | (4,728) | (1,181) | (166) | (176) | (44) | (2,287) | (775) | (194) | (9,120) | (5,679) | (1,419) | ||||||||||||
| Amortization and depreciation | (6,255) | (10,650) | (2,660) | (145) | (379) | (95) | (820) | (611) | (153) | (7,220) | (11,640) | (2,908) | ||||||||||||
| Consulting | (2,474) | (3,076) | (768) | (150) | (158) | (39) | (359) | (3,088) | (771) | (2,983) | (6,322) | (1,578) | ||||||||||||
| Allowance for doubtful accounts | (15,380) | (3,652) | (912) | - | - | - | - | - | - | (15,380) | (3,652) | (912) | ||||||||||||
| Sales commissions and royalties | (4,107) | (3,662) | (915) | (264) | (149) | (37) | - | - | - | (4,371) | (3,811) | (952) | ||||||||||||
| Facilities expenses | (3,282) | (2,804) | (700) | (294) | (270) | (67) | (267) | - | - | (3,843) | (3,074) | (767) | ||||||||||||
| Other selling, general and administrative expenses | (8,278) | (5,216) | (1,301) | (920) | (967) | (242) | (90) | (464) | (116) | (9,288) | (6,647) | (1,659) | ||||||||||||
| Other operating (expense) income, net | (1,055) | (3,827) | (954) | (15) | (7) | (2) | (6) | - | - | (1,076) | (3,834) | (956) | ||||||||||||
| Total operating expenses | (149,334) | (142,448) | (35,574) | (12,361) | (12,879) | (3,216) | (4,482) | (5,580) | (1,394) | (166,177) | (160,907) | (40,184) | ||||||||||||
| Financial income | 8,691 | 6,775 | 1,692 | 102 | 197 | 49 | 15 | - | - | 8,808 | 6,972 | 1,741 | ||||||||||||
| Financial expenses | (24,954) | (18,766) | (4,687) | (2,178) | (3,233) | (807) | (20) | (123) | (31) | (27,152) | (22,122) | (5,525) | ||||||||||||
| Monetary position gain (loss), net | - | - | - | - | 3,364 | 840 | - | - | - | - | 3,364 | 840 | ||||||||||||
| Loss before income tax | (32,266) | (122,946) | (30,703) | (6,741) | (7,263) | (1,813) | (4,487) | (5,703) | (1,425) | (43,494) | (135,912) | (33,941) | ||||||||||||
| Income tax expense | - | - | - | - | (676) | (169) | - | - | - | - | (676) | (169) | ||||||||||||
| Net loss | R$ | (32,266) | R$ | (122,946) | US$ | (30,703) | R$ | (6,741) | R$ | (7,939) | US$ | (1,982) | R$ | (4,487) | R$ | (5,703) | US$ | (1,425) | R$ | (43,494) | R$ | (136,588) | US$ | (34,110) |
18
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
The Company has aggregated its products and services into groups of similar products and provided the supplemental disclosure of net sales below. The Company evaluates whether additional disclosure is appropriate when a product or service category begins to approach a significant level of net sales.
Property and equipment and intangible assets by geography are as follows:
5. Earnings (Loss) Per Share (“EPS”)
The Company computes basic loss per share by dividing net loss, from continuing operations and from discontinued operations, attributable to the owners of the Parent by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution of share options that could be exercised or converted into common shares, and is computed by dividing net loss, from continuing operations and from discontinued operations, attributable to the owner of the Parent by the weighted average number of common shares outstanding plus the potentially dilutive effect of share options.
Earnings per share data for both periods presented has been calculated giving effect to the stock split of 1.0 for 3.0 which occurred immediately prior to the completion of the Initial Public Offering on April 18, 2017 (see note 1.2).
The following table sets forth the computation of the Company’s basic and diluted loss, from continuing operations and discontinued operations, per share attributable to the owners of the Parent for the nine and three months ended September 30, 2017 and 2018:
19
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| Numerator | ||||||||||||
| Net loss for the period attributable to the owners of the Parent | ||||||||||||
| from continuing operations | R$ | (108,398) | R$ | (230,715) | US$ | (57,623) | R$ | (43,381) | R$ | (136,413) | US$ | (34,070) |
| Net loss for the period attributable to the owners of the Parent | ||||||||||||
| from discontinued operations | (11,814) | (10,375) | (2,591) | (4,259) | (3,981) | (994) | ||||||
| Denominator | ||||||||||||
| Weighted average number of outstanding shares of common stock | 25,972,020 | 31,055,588 | 31,055,588 | 25,972,020 | 31,055,588 | 31,055,588 | ||||||
| Loss per share attributable to the owners of the Parent (1) | ||||||||||||
| Basic and diluted | R$ | (4.63) | R$ | (7.76) | US$ | (1.94) | R$ | (1.83) | R$ | (4.52) | US$ | (1.13) |
| Basic and diluted from continuing operations | (4.18) | (7.43) | (1.86) | (1.67) | (4.39) | (1.10) | ||||||
| Basic and diluted from discontinued operations | (0.45) | (0.33) | (0.08) | (0.16) | (0.13) | (0.03) | ||||||
|
(1) When the Company reports net loss, from continuing operations and from discontinued operations, attributable to the owners of the Parent, the diluted loss per common share is equal to the basic losses per common share due to the anti-dilutive effect of the outstanding share options and convertible notes. |
||||||||||||
6. Net Sales
Details of net sales for the nine and three months ended September 30, 2017 and 2018 were as follows:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| Product sales - B2C | R$ | 1,176,390 | R$ | 1,155,797 | US$ | 288,668 | R$ | 405,455 | R$ | 389,853 | US$ | 97,368 |
| Product sales - B2B | 26,740 | 7,837 | 1,957 | 1,780 | 471 | 118 | ||||||
| Other revenues - Freight related services | 37,728 | 37,155 | 9,280 | 14,416 | 11,556 | 2,886 | ||||||
| Other revenues - Marketplace | 22,030 | 38,943 | 9,726 | 9,760 | 15,414 | 3,850 | ||||||
| Other revenues - Ncard | 11 | 1,636 | 409 | 11 | 515 | 129 | ||||||
| Total net sales | R$ | 1,262,899 | R$ | 1,241,368 | US$ | 310,040 | R$ | 431,422 | R$ | 417,809 | US$ | 104,351 |
The Company has established distribution centers in the Brazilian states of Pernambuco and Minas Gerais, where it has been granted tax incentives by local government which reduce the amount of sales taxes paid.
As a result of such tax incentives, sales to purchasers outside of the State of Pernambuco originated from our distribution center located in the city of Recife (State of Pernambuco, Brazil), enjoyed Pernambuco State ICMS tax rates of a range from 0.5% to 1.0% during the nine and three months ended September 30, 2017 and 2018, depending on the type of product offered. Also, sales to purchasers outside of the State of Minas Gerais originated from our distribution center located in the city of Extrema (State of Minas Gerais, Brazil) enjoyed a Minas Gerais State ICMS tax rate of 1.0% during the nine and three months ended September 30, 2017 and 2018.
The incentive also determines that the Company is not allowed to take any credit for taxes paid on the purchase of products subsequently sold outside of those states such that these amounts become non-recoverable taxes and increase the Cost of Sales. Note 8 (a) of these financial statements presents the impact on cost of sales.
For the nine and three months ended September 30, 2017 and 2018, the total amounts of tax incentives recorded in net sales are as follows:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| State of Pernambuco | R$ | 46,804 | R$ | 32,650 | US$ | 8,155 | R$ | 14,544 | R$ | 10,643 | US$ | 2,658 |
| State of Minas Gerais | 100,998 | 90,742 | 22,663 | 36,940 | 28,627 | 7,150 | ||||||
| Total tax incentives - Net sale | R$ | 147,802 | R$ | 123,392 | US$ | 30,818 | R$ | 51,484 | R$ | 39,270 | US$ | 9,808 |
7. Deferred Revenue
Deferred revenue from exclusive use of the Company’s customer database is recognized as Other operating (expense) income, net in the consolidated statements of profit or loss using the straight-line method, over the period of the contract (10 years). In the nine months ended September 30, 2017 and 2018 the amount of R$1,125 and R$1,125
20
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
(US$281), respectively, and in the three months ended September 30, 2017 and 2018 the amount of R$375 and R$375 (US$94), respectively, were recorded in Other operating income.
Deferred revenue from credit card activation is recognized as Other revenues – NCard within Net sales (see note 6), in the consolidated statements of profit or loss, when the credit cards are activated with the bank by the Company’s customers.
8. Expenses
(a) Costs of Sales
The following is the breakdown of cost of sales for the nine and three months ended September 30, 2017 and 2018, respectively:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| Cost of product sales | R$ | 736,791 | R$ | 830,813 | US$ | 207,501 | R$ | 251,815 | R$ | 326,695 | US$ | 81,594 |
| Shipping costs | 101,415 | 104,289 | 26,047 | 34,871 | 36,051 | 9,004 | ||||||
| Others | 5,607 | 20,491 | 5,118 | 3,709 | 18,282 | 4,566 | ||||||
| Total cost of sales | R$ | 843,813 | R$ | 955,593 | US$ | 238,666 | R$ | 290,395 | R$ | 381,028 | US$ | 95,164 |
Cost of product sales include the non-recoverable ICMS taxes resulting from the tax incentives disclosed in note 6 granted by the States of Minas Gerais and Pernambuco. For the nine and three months ended September 30, 2017 and 2018, the total amounts of non-recoverable ICMS are as follows:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| State of Pernambuco | R$ | 17,584 | R$ | 17,112 | US$ | 4,274 | R$ | 6,959 | R$ | 8,092 | US$ | 2,021 |
| State of Minas Gerais | 53,593 | 52,955 | 13,226 | 21,038 | 16,321 | 4,076 | ||||||
| Non-recoverable ICMS | R$ | 71,177 | R$ | 70,067 | US$ | 17,500 | R$ | 27,997 | R$ | 24,413 | US$ | 6,097 |
The impact of tax incentives net of non-recoverable ICMS for the nine months ended September 30, 2017 and 2018 is R$76,625 and R$53,325 (US$13,318), respectively, and for the three months ended September 30, 2017 and 2018 is R$23,489 and R$14,857 (US$3,711), respectively.
During the first quarter of 2017, the Company reviewed and changed ICMS tax positions taken on past transactions and recorded ICMS tax credits amounting to R$10,118 (US$2,527), as a reduction of the cost of product sales.
(b) Selling and Marketing Expenses
The following is the breakdown of selling and marketing expenses for the nine and three months ended September 30, 2017 and 2018, respectively:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | USD | |||||||
| Salaries and employees' benefits | R$ | 100,902 | R$ | 102,249 | US$ | 25,537 | R$ | 34,212 | R$ | 33,374 | US$ | 8,335 |
| Marketing expenses | 134,881 | 140,913 | 35,194 | 48,916 | 49,741 | 12,422 | ||||||
| Operating lease | 14,202 | 14,666 | 3,663 | 4,852 | 4,425 | 1,105 | ||||||
| Credit card fees | 24,642 | 24,317 | 6,073 | 8,419 | 8,590 | 2,145 | ||||||
| Information technology services | 1,031 | 827 | 207 | 316 | 235 | 59 | ||||||
| Amortization and depreciation | 3,118 | 5,244 | 1,310 | 1,131 | 1,791 | 448 | ||||||
| Consulting | 698 | 355 | 89 | 147 | 206 | 51 | ||||||
| Allowance for doubtful accounts | 21,643 | 7,350 | 1,836 | 15,381 | 3,652 | 912 | ||||||
| Sales commissions and royalties | 10,569 | 12,528 | 3,129 | 4,370 | 3,811 | 952 | ||||||
| Facilities expenses | 9,363 | 8,246 | 2,059 | 2,887 | 2,392 | 597 | ||||||
| Others | 23,323 | 11,224 | 2,803 | 7,948 | 3,772 | 944 | ||||||
| Total selling and marketing expenses | R$ | 344,372 | R$ | 327,919 | US$ | 81,900 | R$ | 128,579 | R$ | 111,989 | US$ | 27,970 |
21
NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES
Notes to the unaudited condensed consolidated financial statements
For the nine months ended September 30, 2018
(In thousands of reais and dollars, unless otherwise stated)
(c) General and Administrative Expenses
The following is the breakdown of general and administrative expenses for the nine and three months ended September 30, 2017 and 2018, respectively:
| Nine months ended in September 30, | Three months ended in September 30, | |||||||||||
| 2017 | 2018 | 2018 | 2017 | 2018 | 2018 | |||||||
| BRL | BRL | USD | BRL | BRL | ||||||||