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Baozun Announces Fourth Quarter and Fiscal Year 2023 Unaudited Financial Results

SHANGHAI, March 21, 2024 /PRNewswire/ — 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 fourth quarter and fiscal year ended December 31, 2023.

Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, stated, “In 2023, we started our transformation journey, expanding into three business divisions. Throughout the year, we solidified our leadership in the digital commerce industry, and further enhanced operational efficiency. I am grateful for the resilience and adaptability demonstrated by the Baozun team amid the ever-changing market environment. Additionally, we are honored to be recognized as the sole Asian supplier in Gartner’s 2024 Market Guide for Distributed Order Management Systems. Looking ahead to 2024, despite macro uncertainties, we remain committed to sustainably executing our plans with diligence and patience. The improved health of our business fundamentals gives us confidence to enhance value proposition to our brand partners.”

Mr. Arthur Yu, Chief Financial Officer of Baozun and President of BEC, commented, “We closed 2023 with a 5% year-over-year revenue growth to RMB8.8 billion, marking new records for both annual operating cash flow and free cash flow. For Baozun eCommerce, we’re delighted to highlight tangible advancements in improving customer satisfaction, strengthening our position as an all-encompassing omni-channel enabler, and improving our efficiency and cost management. Positioned to seize emerging opportunities, we’re confident in our solid foundation for growth and success, driving forward Baozun Group’s second wave of expansion.”

Fourth Quarter 2023 Financial Highlights

  • Total net revenues were RMB 2,780.4 million (US$[1]391.6 million), representing an increase of 8.9 % compared with RMB 2,553.2 million in the same quarter of last year.
  • Income from operations was RMB 6.4 million (US$0.9 million), compared with RMB124.1 million in the same quarter of last year. Operating margin was 0.2%, compared with 4.9% for the same period of 2022.
  • Non-GAAP income from operations[2] was RMB75.7 million (US$10.7 million), compared with RMB182.6 million in the same quarter of last year. Non-GAAP operating margin was 2.7%, compared with 7.2% for the same period of 2022.
  • Adjusted operating profit of E-Commerce[3] was RMB118.2 million (US$16.6 million).
  • Adjusted operating loss of Brand Management[3] was RMB42.5 million (US$6.0 million).
  • Net loss attributable to ordinary shareholders of Baozun was RMB48.4 million (US$6.8 million), narrowed from RMB284.3 million for the same period of 2022.
  • Non-GAAP net income attributable to ordinary shareholders of Baozun[4] was RMB28.8 million (US$4.1 million), compared with RMB138.3 million for the same period of 2022.
  • Basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS[5]“) were both RMB0.80 (US$0.11), compared with both RMB4.84 for the same period of 2022.
  • Basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun per ADS[6] were RMB0.48 (US$0.07) and RMB0.47 (US$0.07), compared with RMB2.35 and RMB2.32 for the same period of 2022.
  • Cash and cash equivalents, restricted cash, and short-term investments totaled RMB3,072.8 million (US$432.8 million), as of December 31, 2023, compared with RMB3,141.1 million as of December 31, 2022.

[1] This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.0999 to US$1.00, the noon buying rate in effect on December 29, 2023 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, and impairment of goodwill.

[3] Following the acquisition of Gap Shanghai, the Group updated its operating segment structure resulting in two segments, which were (i) E-Commerce; (ii) Brand Management, for more information, please refer to Supplemental Information.

[4] Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, loss on variance from expected contingent acquisition payment, cancellation fees of repurchased ADSs and returned ADSs, fair value loss (gain) on derivative liabilities, loss on disposal of subsidiaries and investment in equity investee, and Unrealized investment (gain) loss.

[5] Each ADS represents three Class A ordinary shares.

[6] Basic and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS are non-GAAP financial measures, which are respectively defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating basic and diluted net income (loss) per ordinary share multiplied by three, respectively.

Fiscal Year 2023 Financial Highlights

  • Total net revenues were RMB8,812.0 million (US$1,241.1 million), representing an increase of 4.9 % compared with RMB8,400.6 million in the fiscal year of 2022.
  • Loss from operations was RMB206.4 million (US$29.1 million), compared with income from operations RMB33.3 million in the fiscal year of 2022. Operating margin was negative 2.3%, compared with positive 0.4% for the fiscal year of 2022.
  • Non-GAAP loss from operations was RMB23.7 million (US$3.3 million), compared with non-GAAP income from operations RMB256.1 million for the fiscal year of 2022. Non-GAAP operating margin was negative 0.3%, compared with positive 3.0% for the fiscal year of 2022.
  • Adjusted operating profit of E-Commerce was RMB164.0 million (US$23.1 million).
  • Adjusted operating loss of Brand Management was RMB187.7 million (US$26.4 million).
  • Net loss attributable to ordinary shareholders of Baozun was RMB278.4 million (US$39.2 million), narrowed from RMB653.3 million for the fiscal year of 2022.
  • Non-GAAP net loss attributable to ordinary shareholders of Baozun was RMB65.1 million (US$9.2 million), compared with non-GAAP net income attributable to ordinary shareholders of Baozun RMB132.2 million for the fiscal year of 2022.
  • Basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS”) were both RMB4.68 (US$0.66), compared with both RMB10.69 for the fiscal year of 2022.
  • Basic and diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS were both RMB1.09 (US$0.15), compared with basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun per ADS RMB2.16 and RMB2.13 for the fiscal year of 2022.

Reconciliations of GAAP measures to non-GAAP measures presented above are included at the end of this results announcement.

Adjusted operating profits/losses are included in the Segments data of Segment Information.

Business Highlights

Baozun e-Commerce, or “BEC”

BEC includes our China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT and digital marketing. As of December 31, 2023, we served more than 450 brand partners.

Omni-channel expansion remains a key theme for our brand partners. By the end of the fourth quarter, approximately 44.7% of our brand partners engaged with us for store operations of at least two channels, compared with 41.8% for the end of same quarter of last year.

With excellent technical expertise, Baozun was recognized as the only Asian supplier shortlisted for the prestigious Gartner 2024 Market Guide for Distributed Order Management System. This professional recognition from Gartner further cements our professional technological capability and leadership position in the industry.

Baozun Brand Management, or “BBM”

BBM engages in holistic brand management, including strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics and technology empowerment. We aim to leverage our portfolio of technologies to forge longer and deeper relationships with brands.

In the fourth quarter of 2023, BBM continued to focus on transforming Gap Shanghai – from a discount-driven approach to one that focuses on building consumer love for our brand and products. During the quarter, product sales for BBM totaled RMB455.5 million. Gross profit margin of product sales for BBM in the fourth quarter of 2023 was 52.9%.

Fourth Quarter 2023 Financial Results

Total net revenues were RMB2,780.4 million (US$391.6 million), an increase of 8.9% from RMB2,553.2 million in the same quarter of last year. The increase in total net revenues was mainly due to the incremental revenue contribution from BBM, a new line of business the Company launched in the first quarter of 2023.

Total product sales revenue was RMB1,053.0 million (US$148.3 million), compared with RMB772.4 million in the same quarter of last year, of which,

  • Product sales revenue of E-Commerce was RMB597.5 million (US$84.2 million), a decrease of 22.6% from RMB772.4 million in the same quarter of last year. The decrease was primarily attributable to the macro-economic weakness, as well as the Company’s optimization of its brand portfolio in distribution model.

The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories [7] for the periods indicated:

For the three months ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Product Sales of E-Commerce

Appliances

387.0

15 %

255.6

36.0

8 %

-34 %

Beauty and cosmetics

92.8

4 %

131.1

18.5

5 %

41 %

Home and furnishing 

83.8

3 %

46.1

6.5

2 %

-45 %

Fast moving consumer goods 

81.0

3 %

46.3

6.5

2 %

-43 %

Others

127.8

5 %

118.4

16.7

4 %

-8 %

Total net revenues from
product sales of E-
Commerce

772.4

30 %

597.5

84.2

21 %

-23 %

 

[7] Key categories refer to the categories that accounted for no less than 10% of product sales of BEC during the periods indicated. 

  • Product sales revenue of Brand Management was RMB455.5 million (US$64.1 million), which mainly comprised retail revenue from Gap Shanghai business, including both offline store sales and online sales.

Services revenue was RMB1,727.4 million (US$243.3 million), a decrease of 3.0% from RMB 1,780.8 million in the same quarter of last year. The decrease was primarily due to revenue reduction of RMB56.2 million from warehousing and fulfillment due to lower volume of warehousing business, partially offset by the increase of value-added services revenue in digital marketing and IT solutions.

The following table sets forth a breakdown of services revenue by business models for the periods indicated:

For the three months ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Services revenue

Online store operations

514.4

20 %

511.8

72.0

18 %

-1 %

Warehousing and fulfillment

752.5

30 %

704.8

99.3

25 %

-6 %

Digital marketing and IT
solutions

513.9

20 %

549.4

77.4

20 %

7 %

Inter-segment eliminations[8]

(38.6)

(5.4)

-1 %

n/a

Total net revenues from
services

1,780.8

70 %

1,727.4

243.3

62 %

-3 %

 

[8] The inter-segment eliminations mainly consist of revenues from online store operations, digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand Management.

Breakdown of total net revenues of online store operations of services by key categories[9] of services for the periods indicated:

For the three months ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Online store operations
in Services revenue 

Apparel and accessories

366.8

14 %

372.7

52.5

13 %

2 %

–          Luxury

132.5

5 %

123.2

17.4

4 %

-7 %

–          Sports

121.5

5 %

133.9

18.8

5 %

10 %

–          Other apparel

112.8

4 %

115.6

16.3

4 %

2 %

Others

147.6

6 %

139.1

19.5

6 %

-6 %

Inter-segment eliminations[10]

(18.6)

(2.6)

-1 %

n/a

Total net revenues from
online store operations
in services

514.4

20 %

493.2

69.4

18 %

-4 %

 

[9] Key categories refer to the categories that accounted for no less than 10% of services revenue 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.

Total operating expenses were RMB2,774.0 million (US$390.7 million), compared with RMB2,429.1 million in the same quarter of last year. The increase in operating expenses is mainly attributing to the acquisition of Gap Shanghai. Excluding operating expenses from GAP Shanghai, the remaining operating expenses decreased by RMB105.5 million, representing a 4.3% improvement from a year ago.

  • Cost of products was RMB737.8 million (US$103.9 million), compared with RMB643.3 million in the same quarter of last year. The increase was primarily due to the incremental cost of product of RMB212.2 million related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023.
  • Fulfillment expenses were RMB768.0 million (US$108.2 million), compared with RMB789.5 million in the same quarter of last year. The decrease was primarily due to the additional savings in customer services expenses resulting from the Company’s expanding use of regional service centers.
  • Sales and marketing expenses were RMB892.4 million (US$125.7 million), compared with RMB787.7 million in the same quarter of last year. The increase was mainly due to the incremental sales and marketing expenses of RMB121.9 million related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023.
  • Technology and content expenses were RMB140.8 million (US$19.8 million), compared with RMB112.1 million in the same quarter of last year. The increase was mainly due to the Company’s ongoing investment in technological innovation and productization, partially offset by the Company’s cost control initiatives and efficiency improvements.
  • General and administrative expenses were RMB228.7 million (US$32.2 million), compared with RMB91.5 million in the same quarter of last year. The increase was primarily due to an incremental expense of RMB109.2 million related to Brand Management, including the expenses related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, as well as strategic investments expenses in Creative Content to Commerce business unit and brand management.

Income from operations was RMB6.4 million (US$0.9 million), compared with RMB124.1 million in the same quarter of last year. Operating margin was 0.2%, compared with 4.9% in the same quarter of last year. The decrease was mainly due to lower profitability in BEC businesses due to weak macro conditions, along with the loss from Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, which has been significantly narrowed on a comparable basis.

Non-GAAP income from operations was RMB75.7 million (US$10.7 million), compared with non-GAAP income from operations RMB182.6 million in the same quarter of last year.

Adjusted operating profit of E-Commerce was RMB118.2 million (US$16.6 million), compared with RMB182.6 million in the same quarter of last year. Adjusted operating loss of Brand Management was RMB42.5 million (US$6.0 million).

Unrealized investment loss was RMB8.4 million (US$1.2 million), compared with unrealized investment gain RMB5.0 million in the same quarter of last year. The unrealized investment loss of this quarter was mainly related to the decrease in the trading price of Lanvin Group, a company successfully listed on the New York Stock Exchange in December 2022 that the Company invested in June 2021 and was partially offset by the unrealized investment gain RMB5.6 million, which was related to the increase in the trading price of iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021.

Net loss attributable to ordinary shareholders of Baozun was RMB48.4 million (US$6.8 million), narrowed from RMB284.3 million in the same quarter of last year, which was primarily due to a fair value loss on derivative liabilities of RMB364.8 million in the same period of last year.

Basic and diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB0.80 (US$0.11 million), compared with both RMB4.84 for the same period of 2022.

Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. was RMB28.8 million (US$4.1 million), compared with RMB138.3 million in the same quarter of last year.

Basic and diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS were both RMB0.48 (US$0.07) and RMB0.47 (US$0.07), compared with RMB2.35 and 2.32 for the same period of 2022.

Fiscal Year 2023 Financial Results

Total net revenues were RMB8,812.0 million (US$1,241.1 million), an increase of 4.9% from RMB8,400.6 million in the fiscal year of 2022. The increase in total net revenues was mainly due to the incremental revenue contribution from BBM, a new line of business the Company launched in the first quarter of 2023.

Total product sales revenue was RMB3,357.2 million (US$472.9 million), compared with RMB2,644.2 million in the fiscal year of 2022, of which,

  • Product sales revenue of E-Commerce was RMB2,092.2 million (US$ 294.7 million), a decrease of 20.9% from RMB2,644.2 million in the fiscal year of 2022. The decrease was primarily attributable to the macro-economic weakness, as well as the Company’s optimization of its brand portfolio in distribution model.

The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories for the periods indicated:

For the fiscal year ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Product Sales of E-
Commerce

Appliances

1,313.8

16 %

936.3

131.9

11 %

-29 %

Beauty and cosmetics

311.9

4 %

378.2

53.3

4 %

21 %

Electronics 

332.2

4 %

147.2

20.7

2 %

-56 %

Others

686.3

8 %

630.5

88.8

7 %

-8 %

Total net revenues from
product sales of E-
Commerce

2,644.2

32 %

2,092.2

294.7

24 %

-21 %

 

  • Product sales revenue of Brand Management was RMB 1,265.0 million (US$178.2 million), which mainly comprised retail revenue from Gap Shanghai business, including both offline store sales and online sales.

Services revenue was RMB5,454.8 million (US$768.3 million), a decrease of 5.2% from RMB5,756.4 million in the fiscal year of 2022. The decrease was primarily due to revenue reduction of RMB202.6 million from warehousing and fulfillment due to lower volume of warehousing business and the disposal of a loss-making subsidiary during the fourth quarter of 2022.

The following table sets forth a breakdown of services revenue by business models for the periods indicated:

For the fiscal year ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Services revenue

Online store operations

1,624.1

19 %

1,604.7

226.0

18 %

-1 %

Warehousing and
fulfillment

2,380.9

29 %

2,194.4

309.1

25 %

-8 %

Digital marketing and IT 
solutions

1,751.4

21 %

1,735.8

244.5

20 %

-1 %

Inter-segment 
eliminations[11]

(80.1)

(11.3)

-1 %

n/a

Total net revenues from
services

5,756.4

69 %

5,454.8

768.3

62 %

-5 %

 

[11] The inter-segment eliminations mainly consist of revenues from online store operations, digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand Management.

 

Breakdown of total net revenues of online store operations of services by key categories of services for the periods indicated:

For the fiscal year ended December 31,

2022

2023

RMB

% of
Net
Revenues

RMB

US$

% of
Net
Revenues

YoY
Change

(In millions, except for percentage)

Online store operations
in Services revenue 

Apparel and accessories

1,107.3

13 %

1,134.8

159.8

13 %

2 %

–          Luxury

407.0

5 %

406.4

57.2

4 %

0 %

–          Sportswear

373.5

4 %

419.1

59.0

5 %

12 %

–          Other apparel

326.8

4 %

309.3

43.6

4 %

-5 %

Others

516.8

6 %

469.9

66.2

5 %

-9 %

Inter-segment eliminations[12]

(44.4)

(6.3)

-1 %

n/a

Total net revenues from
online store operations
in services

1,624.1

19 %

1,560.3

219.7

17 %

-4 %

 

[12] The inter-segment eliminations mainly consist of revenues from store operation services provided by E-Commerce to Gap, a brand under Brand Management.

 

Total operating expenses were RMB9,018.4 million (US$1,270.2 million), compared with RMB8,367.3 million in the fiscal year of 2022. The increase in operating expense is mainly attributing to the acquisition of Gap Shanghai in February 2023. Excluding operating expense from GAP Shanghai, the remaining operating expenses decreased by RMB704.4 million, representing a 8.4% decrease compared with the same period of last year.

  • Cost of products was RMB2,409.1 million (US$339.3 million), compared with RMB2,256.0 million in the fiscal year of 2022. The increase was primarily due to the incremental cost of product of RMB581.4 million related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023.
  • Fulfillment expenses were RMB2,507.3 million (US$353.1 million), compared with RMB2,719.7 million in the fiscal year of 2022. The decrease was primarily due to the additional savings in customer services expenses resulting from the Company’s expanding use of regional service centers.
  • Sales and marketing expenses were RMB2,829.0 million (US$398.5 million), compared with RMB2,674.4 million in the fiscal year of 2022. The increase was mainly due to the incremental sales and marketing expenses of RMB339.2 million related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023.
  • Technology and content expenses were RMB505.2 million (US$71.2 million), compared with RMB428.0 million in the fiscal year of 2022. The increase was mainly due to the Company’s ongoing investment in technological innovation and productization, partially offset by the Company’s cost control initiatives and efficiency improvements.
  • General and administrative expenses were RMB855.9 million (US$120.6 million), compared with RMB371.5 million in the fiscal year of 2022. The increase was primarily due to an incremental expense of RMB405.8 million related to Brand Management, including the expenses related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, as well as strategic investments expenses in Creative Content to Commerce business unit and brand management.

Loss from operations was RMB206.4 million (US$29.1 million), compared with income from operations RMB33.3 million in the fiscal year of 2022. Operating margin was negative 2.3%, compared with positive 0.4% in the fiscal year of 2022.

Non-GAAP loss from operations was RMB23.7 million (US$3.3 million), compared with non-GAAP income from operations RMB256.1 million in the fiscal year of 2022. The decrease was mainly due to lower profitability in BEC businesses due to weak macro conditions, strategic investment in Creative Content to Commerce, along with the loss from Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023, which has been significantly narrowed on a comparable basis.

Adjusted operating profit of E-Commerce was RMB164.0 million (US$23.1 million), compared with adjusted operating profit of RMB256.1 million in the fiscal year of 2022. Adjusted operating loss of Brand Management was RMB187.7 million (US$26.4 million).

Net interest income was RMB40.8 million (US$5.7 million), compared with net interest expense of RMB11.1 million in the fiscal year of 2022.

Unrealized investment loss was RMB68.0 million (US$9.6 million), compared with RMB97.8 million in the fiscal year of 2022. The unrealized investment loss of this year was mainly related to the decrease in the trading price of Lanvin Group, a company successfully listed on the New York Stock Exchange in December 2022 that the Company invested in June 2021.

Exchange loss was RMB8.5 million (US$1.2 million), due to exchange rate fluctuation between Renminbi and U.S. dollar in the year ended December 31, 2023, compared to RMB32.4 million last year.

Net loss attributable to ordinary shareholders of Baozun was RMB278.4 million (US$39.2 million), narrowed from RMB653.3 million in the fiscal year of 2022, which was primarily due to a fair value loss on derivative liabilities of RMB364.8 million in the same period of last year.

Basic and diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB4.68 (US$0.7), compared with both RMB10.69 in the fiscal year of 2022.

Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. was both RMB65.1 million (US$9.2 million), compared with non-GAAP net income attributable to ordinary shareholders of Baozun Inc. RMB132.2 million in the fiscal year of 2022.

Basic and diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS were both RMB1.09 (US$0.15), compared with Basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun per ADS RMB2.16 and RMB2.13 in the fiscal year of 2022.

Segment Information

(a) Description of segments

Following the acquisition of Gap Shanghai, the Group updated its operating segments structure resulting in two segments, which were (i) E-Commerce and (ii) Brand Management;

The following summary describes the operations in each of the Group’s operating segment:

(i) E-Commerce focuses on Baozun traditional e-commerce service business and comprises two business lines, BEC (Baozun E-Commerce) and BZI (Baozun International).

a> BEC includes our mainland China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT and digital marketing.

b> BZI includes our e-commerce businesses outside of mainland China, including locations such as Hong Kong, Macau, Taiwan, South East Asia and Europe.

(ii) Brand Management engages in holistic brand management, encompassing strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics and technology empowerment to leverage our portfolio of technologies to forge into longer and deeper relationships with brands.

(b) Segments data

The table below provides a summary of the Group’s reportable segment results for the three months ended December 31, 2022 and 2023, with prior periods’ segment information retrospectively recast to conform to current period presentation:

For the three months ended December 31,

2022

2023

RMB

RMB

Net revenues:

E-Commerce

2,553,164

2,361,066

Brand Management 

457,961

Inter-segment eliminations *

(38,612)

Total consolidated net revenues

2,553,164

2,780,415

Adjusted Operating Profits (Losses) **:

E-Commerce

182,613

118,190

Brand Management

(42,535)

Total Adjusted Operating Profits

182,613

75,655

Inter-segment eliminations *

Unallocated expenses:

    Share-based compensation expenses

(13,690)

(24,667)

    Amortization of intangible assets resulting from business acquisition   

(8,511)

(7,911)

    Acquisition-related expenses

(13,694)

(1,467)

    Loss on variance from expected contingent acquisition payment

(9,495)

    Impairment of goodwill

(13,155)

(35,212)

Total other expenses

(358,346)

(165)

Profit before income tax

(234,278)

6,233

 

The table below provides a summary of the Group’s reportable segment results for the fiscal year of 2022 and 2023, with prior periods’ segment information retrospectively recast to conform to current period presentation:

For the fiscal year ended December 31,

2022

2023

RMB

RMB

Net revenues:

E-Commerce

8,400,631

7,621,114

Brand Management 

1,271,027

Inter-segment eliminations *

(80,128)

Total consolidated net revenues

8,400,631

8,812,013

Adjusted Operating Profits (Losses) **:

E-Commerce

256,093

163,990

Brand Management

(187,663)

Total Adjusted Operating Profits

256,093

(23,673)

Inter-segment eliminations *

Unallocated expenses:

Share-based compensation expenses

(142,381)

(103,449)

Amortization of intangible assets resulting from business acquisition   

(39,431)

(31,875)

Acquisition-related expenses

(13,694)

(12,171)

Cancellation fees of repurchased shares

(4,650)

Loss on variance from expected contingent acquisition payment

(9,495)

Impairment of goodwill

(13,155)

(35,212)

Total other expenses

(613,595)

(10,646)

Loss before income tax

(580,308)

(217,026)

 

*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.

Conference Call

The Company will host a conference call to discuss the earnings at 7:30 a.m. Eastern Time on Thursday, March 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:                                

5145633

A replay of the conference call may be accessible through March 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:              

6010962

A live webcast of the conference call will be available on the Investor Relations section of Baozun’s website at http://ir.baozun.com. An archived webcast will be available through the same link following the call.

Use of Non-GAAP Financial Measures

The Company also uses certain non-GAAP financial measures in evaluating its business. For example, the Company uses non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS, as supplemental measures to review and assess its financial and operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation, or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.

The Company defines non-GAAP income (loss) from operations as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition and acquisition-related expenses. The Company defines non-GAAP operating margin as non-GAAP income (loss) from operations as a percentage of total net revenues. The Company defines non-GAAP net income (loss) as net income (loss) excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, loss on variance from expected contingent acquisition payment, cancellation fees of repurchased ADSs and returned ADSs, fair value loss(gain) on derivative liabilities, loss on disposal of subsidiaries and investment in equity investee, and unrealized investment loss. The Company defines non-GAAP net margin as non-GAAP net income (loss) as a percentage of total net revenues. The Company defines non-GAAP net income (loss) attributable to ordinary shareholders of Baozun as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, loss on variance from expected contingent acquisition payment, cancellation fees of repurchased ADSs and returned ADSs, fair value loss(gain) on derivative liabilities, loss on disposal of subsidiaries and investment in equity investee, and unrealized investment loss. The Company defines non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by three.

The Company presents the non-GAAP financial measures because they are used by the Company’s management to evaluate the Company’s financial and operating performance and formulate business plans. Non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS reflect the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. The Company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the Company’s core operating results and business outlook.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun, and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS is that they do not reflect all items of income and expense that affect the Company’s operations. Further, the non-GAAP measures may differ from the non-GAAP measures used by other companies, including peer companies, potentially limiting the comparability of their financial results to the Company’s. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS for the period should not be considered in isolation from or as an alternative to income (loss) from operations, operating margin, net income (loss), net margin, net income (loss) attributable to ordinary shareholders of Baozun and net income (loss) attributable to ordinary shareholders of Baozun per ADS, or other financial measures prepared in accordance with U.S. GAAP.

The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. The company encourages you to review the company’s financial information in its entirety and not rely on a single financial measure. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliations of GAAP and Non-GAAP Results.”

Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “looking forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.

About Baozun Inc.

Founded in 2007, Baozun Inc. is a leader in brand e-commerce service, brand management, and digital commerce service.  It serves more than 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 STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except for share and per share data and per ADS data)

December 31,
2022

December 31,
2023

December 31,
2023

RMB

RMB

US$

ASSETS

Current assets

Cash and cash equivalents

2,144,020

2,149,531

302,755

Restricted cash

101,704

202,764

28,559

Short-term investments

895,425

720,522

101,483

Accounts receivable, net

2,292,678

2,184,729

307,712

Inventories

942,997

1,045,116

147,202

Advances to suppliers

372,612

311,111

43,819

Prepayments and other current assets

554,415

590,350

83,149

Amounts due from related parties

93,270

86,661

12,206

Total current assets

7,397,121

7,290,784

1,026,885

Non-current assets

Investments in equity investees

269,693

359,129

50,582

Property and equipment, net

694,446

851,151

119,882

Intangible assets, net

310,724

306,420

43,158

Land use right, net

39,490

38,464

5,418

Operating lease right-of-use assets

847,047

1,070,120

150,723

Goodwill

336,326

312,464

44,010

Other non-current assets

65,114

45,316

6,383

Deferred tax assets

162,509

200,628

28,258

Total non-current assets

2,725,349

3,183,692

448,414

Total assets

10,122,470

10,474,476

1,475,299

LIABILITIES AND
SHAREHOLDERS’ EQUITY

Current liabilities

Short-term loan

1,016,071

1,115,721

157,146

Accounts payable

474,732

563,562

79,376

Notes payable

487,837

506,629

71,357

Income tax payables 

46,828

18,768

2,643

Accrued expenses and other current liabilities

1,025,540

1,188,179

167,350

Derivative liabilities

364,758

Amounts due to related parties

30,434

32,118

4,524

Current operating lease liabilities

235,445

332,983

46,900

Total current liabilities

3,681,645

3,757,960

529,296

Non-current liabilities

Deferred tax liabilities

28,082

24,966

3,516

Long-term operating lease liabilities

673,955

799,096

112,550

Other non-current liabilities

62,450

40,718

5,735

Total non-current liabilities

764,487

864,780

121,801

Total liabilities

4,446,132

4,622,740

651,097

Redeemable non-controlling interests

1,438,082

1,584,858

223,223

Baozun Inc. shareholders’ equity:

Class A ordinary shares (US$0.0001 par
value; 470,000,000 shares authorized,
163,100,873 and 167,901,880 shares issued
and outstanding as of December 31,
2022, and December 31, 2023, respectively)

116

93

13

Class B ordinary shares (US$0.0001 par
value; 30,000,000 shares authorized,
13,300,738 shares issued and outstanding
as of December 31, 2022, and December
31, 2023, respectively)

8

8

1

Additional paid-in capital 

5,129,103

4,571,439

643,874

Treasury shares

(832,578)

Accumulated deficit

(228,165)

(506,587)

(71,349)

Accumulated other comprehensive income

15,678

32,251

4,542

Total Baozun Inc. shareholders’ equity

4,084,162

4,097,204

577,081

Non-controlling interests

154,094

169,674

23,898

Total Shareholders’ equity

4,238,256

4,266,878

600,979

Total liabilities, redeemable non-
controlling interests and
Shareholders’ equity 

10,122,470

10,474,476

1,475,299

 

 

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 December 31,

For the year ended December 31,

2022

2023

2022

2023

RMB

RMB

US$

RMB

RMB

US$

Net revenues

Product sales(1)

772,375

1,053,022

148,315

2,644,214

3,357,202

472,852

Services

1,780,789

1,727,392

243,298

5,756,417

5,454,811

768,294

Total net revenues

2,553,164

2,780,414

391,613

8,400,631

8,812,013

1,241,146

Operating expenses (2)

Cost of products

(643,311)

(737,813)

(103,919)

(2,255,950)

(2,409,110)

(339,316)

Fulfillment(3)

(789,459)

(768,028)

(108,174)

(2,719,749)

(2,507,306)

(353,147)

Sales and marketing (3)

(787,684)

(892,401)

(125,692)

(2,674,358)

(2,829,016)

(398,459)

Technology and content(3)

(112,146)

(140,788)

(19,830)

(427,954)

(505,203)

(71,156)

General and administrative(3)

(91,508)

(228,697)

(32,211)

(371,470)

(855,914)

(120,553)

Other operating income, net

8,167

28,923

4,074

95,292

123,368

17,377

Impairment of goodwill

(13,155)

(35,212)

(4,960)

(13,155)

(35,212)

(4,960)

Total operating expenses 

(2,429,096)

(2,774,016)

(390,712)

(8,367,344)

(9,018,393)

(1,270,214)

Income (loss) from operations 

124,068

6,398

901

33,287

(206,380)

(29,068)

Other income (expenses)

Interest income 

21,073

19,508

2,748

45,816

82,113

11,565

Interest expense 

(13,647)

(9,436)

(1,329)

(56,917)

(41,344)

(5,823)

Unrealized investment gain (loss)

5,037

(8,352)

(1,176)

(97,827)

(68,031)

(9,582)

(Loss) gain on disposal/acquisition of
subsidiaries

(7,511)

(2,620)

(369)

(107,032)

631

89

Gain on repurchase of 1.625% convertible senior
notes due 2024

7,907

Impairment loss of investments

(8,400)

Fair value (loss) gain on derivative liabilities

(364,758)

(364,758)

24,515

3,453

Exchange gain (loss)

1,460

735

104

(32,384)

(8,530)

(1,201)

(Loss) gain before income tax

(234,278)

6,233

879

(580,308)

(217,026)

(30,567)

Income tax expense (4)

(15,600)

(5,952)

(838)

(26,480)

(12,003)

(1,691)

Share of (loss) income in equity
method investment, net of tax
of nil

(6,573)

(2,264)

(319)

(3,586)

6,253

881

Net loss

(256,451)

(1,983)

(278)

(610,374)

(222,776)

(31,377)

Net (income) loss attributable to
noncontrolling interests

(3,652)

(22,368)

(3,150)

843

(9,677)

(1,363)

Net income attributable to
redeemable noncontrolling interests

(24,166)

(24,063)

(3,389)

(43,759)

(45,969)

(6,475)

Net loss attributable to ordinary
shareholders of Baozun Inc.

(284,269)

(48,414)

(6,817)

(653,290)

(278,422)

(39,215)

Net loss per share attributable to ordinary
shareholders of Baozun Inc.:

Basic

(1.61)

(0.27)

(0.04)

(3.56)

(1.56)

(0.22)

Diluted

(1.61)

(0.27)

(0.04)

(3.56)

(1.56)

(0.22)

Net loss per ADS attributable to
ordinary shareholders of Baozun Inc.:

Basic

(4.84)

(0.80)

(0.11)

(10.69)

(4.68)

(0.66)

Diluted

(4.84)

(0.80)

(0.11)

(10.69)

(4.68)

(0.66)

Weighted average shares used in
calculating net loss per ordinary share

Basic

176,341,513

180,642,328

180,642,328

183,274,855

178,549,849

178,549,849

Diluted

176,341,513

180,642,328

180,642,328

183,274,855

178,549,849

178,549,849

Net loss

(256,451)

(1,983)

(278)

(610,374)

(222,776)

(31,377)

Other comprehensive income, net of tax of nil: 

Foreign currency translation adjustment

(39,718)

(23,783)

(3,350)

118,281

134,854

18,994

Comprehensive loss

(296,169)

(25,766)

(3,628)

(492,093)

(87,922)

(12,383)

(1) Including product sales from E-Commerce and Brand Management of RMB597.5 million and RMB455.5 million for the three months period ended December 31, 2023, respectively, compared with product sales from e-Commerce of RMB772.4 million for the three months period ended December 31, 2022. Including product sales from E-Commerce and Brand Management of RMB2,092.2 million and RMB1,265.0 million for the fiscal year ended December 31, 2023, respectively, compared with product sales from e-Commerce of RMB2,644.2 million for the fiscal year period ended December 31, 2022.

(2) Share-based compensation expenses are allocated in operating expenses items as follows:

For the three months ended December 31,

For the year ended December 31,

2022

2023

2022

2023

RMB

RMB

US$

RMB

RMB

US$

Fulfillment

805

1,873

264

13,730

6,443

907

Sales and marketing

1,709

5,239

738

57,548

33,955

4,782

Technology and
content

1,476

3,681

519

22,512

12,184

1,716

General and
administrative

9,700

13,874

1,953

48,591

50,867

7,165

13,690

24,667

3,474

142,381

103,449

14,570

(3) Including amortization of intangible assets resulting from business acquisition, which amounted to RMB8.5 million and RMB7.9 million for the three months period ended December 31, 2022 and 2023, respectively. Including amortization of intangible assets resulting from business acquisition, which amounted to RMB39.4 million and RMB31.9 million for the fiscal year ended December 31, 2022 and 2023, respectively.

(4) Including income tax benefits of RMB1.6 million and RMB1.5 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the three months period ended December 31, 2022 and 2023, respectively. Including income tax benefits of RMB7.9 million and RMB6.1 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the fiscal year ended December 31, 2022 and 2023, respectively.

 

Baozun Inc.

Reconciliations of GAAP and Non-GAAP Results

(in thousands, except for share and per ADS data)

For the three months ended December 31,

For the year ended December 31,

2022

2023

2022

2023

RMB

RMB

US$

RMB

RMB

US$

Income (loss) from operations 

124,068

6,398

901

33,287

(206,380)

(29,068)

Add: Share-based compensation expenses

13,690

24,667

3,474

142,381

103,449

14,570

Amortization of intangible assets resulting
from business acquisition

8,511

7,911

1,114

39,431

31,875

4,489

Acquisition-related expenses

13,694

1,467

207

13,694

12,171

1,714

Impairment of goodwill

13,155

35,212

4,960

13,155

35,212

4,960

Loss on variance from expected
contingent acquisition payment

9,495

9,495

Cancellation fees of repurchased ADSs
and returned ADSs

4,650

Non-GAAP income (loss) from
operations 

182,613

75,655

10,656

256,093

(23,673)

(3,335)

Net loss

(256,451)

(1,983)

(278)

(610,374)

(222,776)

(31,377)

Add: Share-based compensation expenses

13,690

24,667

3,474

142,381

103,449

14,570

Amortization of intangible assets resulting
from business acquisition

8,511

7,911

1,114

39,431

31,875

4,489

Acquisition-related expenses

13,694

1,467

207

13,694

12,171

1,714

Impairment of goodwill and investments 

13,155

35,212

4,960

21,555

35,212

4,960

Loss on variance from expected
contingent acquisition payment 

9,495

9,495

Cancellation fees of repurchased ADSs
and returned ADSs

4,650

Fair value loss (gain) on derivative liabilities

364,758

364,758

(24,515)

(3,453)

Loss (gain) on disposal/acquisition of
subsidiaries and investment in equity
investee

7,511

2,620

369

107,032

(631)

(89)

  Unrealized investment (gain) loss

(5,037)

8,352

1,176

97,827

68,031

9,582

Less: Tax effect of amortization of intangible
assets resulting from business acquisition

-1,640

-1,507

-212

-7,880

-6,086

-857

Non-GAAP net income (loss)

167,686

76,739

10,810

182,569

(3,270)

(461)

Net loss attributable to ordinary shareholders
of Baozun Inc.

(284,269)

(48,414)

(6,817)

(653,290)

(278,422)

(39,215)

Add: Share-based compensation expenses

13,690

24,667

3,474

142,381

103,449

14,570

Amortization of intangible assets resulting
from business acquisition

6,537

5,991

844

30,076

24,206

3,409

Acquisition-related expenses

13,694

1,467

207

13,694

12,171

1,714

Impairment of goodwill and investments 

13,155

35,212

4,960

21,555

35,212

4,960

Loss on variance from expected contingent acquisition payment 

9,495

9,495

Cancellation fees of repurchased ADSs and returned ADSs

4,650

Fair value loss (gain) on derivative liabilities

364,758

364,758

(24,515)

(3,453)

Loss (gain) on disposal/acquisition of subsidiaries and investment in equity investee

7,511

2,620

369

107,032

(652)

(92)

Unrealized investment (gain) loss

(5,037)

8,352

1,176

97,827

68,031

9,582

Less: Tax effect of amortization of intangible
assets resulting from business acquisition

(1,252)

(1,127)

(159)

(5,972)

(4,569)

(644)

Non-GAAP net income (loss)
attributable to
ordinary shareholders of Baozun Inc.

138,282

28,768

4,054

132,206

(65,089)

(9,169)

Non-GAAP net income (loss)
attributable to
ordinary shareholders of Baozun Inc. per ADS:

Basic

2.35

0.48

0.07

2.16

(1.09)

(0.15)

Diluted

2.32

0.47

0.07

2.13

(1.09)

(0.15)

Weighted average shares used in
calculating net income (loss) per ordinary share

Basic

176,341,513

180,642,328

180,642,328

183,274,855

178,549,849

178,549,849

Diluted

178,885,101

182,780,715

182,780,715

185,897,231

178,549,849

178,549,849

 

 

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