Netshoes (Cayman) (NETS) 6-K Current report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6K

REPORT OF FOREIGN PRIVATE ISSUER

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2017

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 Limited Reports First Quarter 2017 Results

Gross Merchandise Volume increased 20.6%, or 25.2% on an FX neutral basis, to R$531.2 million, compared to1Q-2016

Margin improvements reflect operating leverage and expense control

São Paulo, Brazil – May 15^th, 2017 – Netshoes (Cayman) Ltd. (NYSE:NETS) (“Netshoes”), Latin America’s leading online retailer for sports and lifestyle, today reported unaudited consolidated financial results for the three-month period ended March 31, 2017. The results are stated in Brazilian Reais (“R$”), prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”.

Marcio Kumruian, Founder and CEO of Netshoes, commented:

On behalf of Netshoes, I would like to take the opportunity to thank all those who supported our successful initial public offering (“IPO”). We are proud to be the first Brazilian-based Company to be single listed in the United States, which reinforces our position as a reference point in Latin American eCommerce.

In the first quarter, with more than a 20% increase in registered members to 19 million and a 17% increase in active customers compared to1Q-2016, we continued to expand our audience base. We are also nurturing a digital ecosystem capable of delivering increasing and significant value to our customers and partners through strategic initiatives such as the relaunch of storied brand, Shoestock, the launch of popular private label brands, the expansion of Marketplace’s share within our total GMV, and continued investments to enhance infrastructure.

I am pleased with our performance, which reflects our commitment to growth while improving profitability. Strong GMV growth of 25.2% on an FX neutral basis compared to1Q-2016, coupled with a focus on cost controls and increased operational leverage, is delivering improved operating margins. We are doing all of this while still delivering the best shopping experience to our customers as evidenced by the number one Net Promoter Score we recently received, as measured by IBOPE.

We are well positioned to execute our long-term plans and are investing today to drive sustainable growth. We remain committed to both creating the best shopping experience for our customers and to delivering long-term value to our investors.

1Q-2017 Operating and Financial Highlights

Operating Data	1Q-2016		1Q-2017		Change %		Change % FX Neutral
Registered Members (in millions)		15.7		19.0		20.7%		—
Active Customers (in millions)		4.8		5.6		17.4%		—
Repeat Customers %		74.0%		75.7%		+1.7p.p.		—
Invoiced Orders (in millions)		2.1		2.5		20.7%		—
Orders Placed from Mobile Device %		26.8%		38.9%		+12.0p.p.		—
Average Basket Size (in R$)		207.9		201.1		-3.3%		0.6%
GMV (in millions)		440.3		531.2		20.6%		25.2%
Marketplace GMV (as % of total GMV)		—		5.3%		—		—
Financial Data (In R$ Millions)	1Q-2016		1Q-2017		Change %		Change % FX Neutral
Net Sales		347.9		396.2		13.9%		18.1%
Net Sales - Brazil		303.3		355.5		17.2%		—
Net Sales - International		44.5		40.7		-8.6%		23.8%
Gross Margin %		30.2%		32.8%		+2.6p.p.		—
EBITDA Margin %		-12.3%		0.8%		+13.0p.p.		—

1

First Quarter 2017 Financial Highlights

• Net sales were R$396.2 million in1Q-2017, a 13.9% increase YoY (+18.1% on an FX neutral basis), which was primarily attributable to the growth of our Brazilian operation.

• Our Brazilian operation’s net sales grew 17.2% YoY to R$355.5 million, while our International operation’s sales fell 8.6% on an as reported basis. The latter was significantly impacted by the devaluation of both the Argentine and Mexican peso over the Brazilian real. On an FX neutral basis, our International operation’s sales grew 23.8%.

• Gross profit amounted to R$129.8 million, representing a 32.8% gross margin. Excluding anon-recurring R$10.1 million positive effect on cost of sales relative to VAT tax credits, gross profit would have been R$119.6 million, on a 30.2% gross margin, which is comparable to1Q-2016.

• Adjusted Selling and Marketing Expenses were R$100.7 million (25.4% of net sales), compared to R$102.3 million in1Q-2016 (29.4% of net sales), a 4.0 p.p. margin improvement driven by a focus on higher efficiency in marketing investments, expense reduction and operating leverage.

• Adjusted General and Administrative Expenses were R$24.4 million (6.1% of net sales), compared to R$41.1 million in1Q-2016 (11.8% of net sales). During the quarter, a R$12.9 millionnon-recurring positive effect under personnel expenses related to adjustments in our stock option plan was recorded.¹ Excluding thisnon-recurring effect, adjusted General and Administrative expenses for1Q-2017 would have been R$37.3 million (9.4% of net sales), a 2.4 p.p. margin improvement over1Q-2016, driven by cost reduction and operational leverage.

• EBITDA was R$3.1 million compared to negative EBITDA of R$42.6 million in 1Q-2016. The 0.8% EBITDA margin in1Q-2017 represented a 13.0 p.p. margin improvement over 1Q-2016. Excluding the above-mentionednon-recurring effects, EBITDA for1Q-2017 would have been negative R$19.9 million, with a negative 5.0% EBITDA margin, a 7.2 p.p. margin improvement over1Q-2016.

• Both our Brazilian and International operations continue to report improved profitability. EBITDA for our Brazilian operation (“EBITDA Brazil”) amounted to R$12.9 million (3.6% EBITDA margin), a significant 13.1 p.p. margin improvement over1Q-2016. EBITDA for our International operation (“EBITDA International”) amounted to negative R$8.8 million (negative 21.5% EBITIDA margin), a 4.1 pp. margin improvement over1Q-2016.

• Net Income was negative R$37.7 million (negative 9.5% net margin), compared to negative R$61.6 million Net Income in1Q-2016 (negative 17.7% net margin), corresponding to an 8.2 p.p. margin improvement.

• Net cash consumption from operating activities was R$78.5 million, reflecting the seasonal effect of traditionally low Q1. Q1 is historically the highest cash consumption quarter of the year.

Business Highlights

• Consolidated Gross Merchandise Volume (GMV) increased 20.6% YoY (+25.2% on an FX neutral basis) to R$531.2 million, mainly driven by an increase of 20.7% in the number of invoiced orders.

• Total marketplace GMV was R$28.0 million and accounted for 5.3% of our total GMV, with a total vendor base comprised of 375 vendors, adding 53 qualified third-party B2C vendors in the quarter (+16.5% over4Q-2016).

• Consistent growth in customer metrics, with a 20.7% increase in registered members to 19.0 million, 17.4% growth in active customers to 5.6 million and a 1.7 pp. increase in invoiced orders from repeat customers to 75.7% in1Q-2017.

¹  Based on our historical practice of repurchasing our shares from employees at fair market value upon separation pursuant to repurchase rights, the option grants were accounted for as “cash-settled awards” (stock appreciation rights) where the fair market value of the liability isre-measured at each reporting date. The positive adjustment in1Q-2017 reflects the reduction in the value of this liability based on the IPO pricing range.

2

• Continued performance on mobile devices, with 38.9% of total orders placed from mobile devices, a 12.0 p.p. increase over1Q-2016.

• Zattini continues to be among the fastest growing fashion and beauty eCommerce sites in Brazil, with 98.2% net sales growth YoY from the addition of new products and revenues.

• In March 2017, we successfullyre-launched Shoestock, a30-year-old shoe and accessories brand we acquired. Shoestock is a brand with solid customer awareness in the main retail markets in Brazil, and augments our private label portfolio in the fashion category. As a part of the Netshoes Group, Shoestock broadens its geographical reach and is now available nationwide to Brazilian consumers through our online stores (both on Zattini and Shoestock websites).

• Offering a complete Omni-channel shopping experience for our customers in the city of São Paulo, we reopened a 1,000m² Shoestock store, which is fully integrated with our online operation providing significant cross-selling opportunities with our other fashion and beauty categories.

• The Netshoes brand has the highest Net Promoter Score among the biggest retailers in Brazil as measured by IBOPE. Zattini holds third position in the same ranking after only two years of existence. We believe our high NPS score reflects our focus on delivering the best shopping experience to our customers.

Corporate Highlights

• On February 22, 2017, we entered into a convertible note purchase agreement with certain of our shareholders in the amount of US$30.0 million. Pursuant to this agreement, on April 18, 2017 upon the closing of our IPO, the then outstanding principal and unpaid accrued interest of the convertible notes were automatically converted into 1,870,709 of our common shares.

• Subsequent event: on April 18, 2017, we concluded our IPO, becoming the first Brazilian based Company to be single listed in the United States. Our common shares began trading on the NYSE on April 12, 2017 under the symbol “NETS”. The 100% primary transaction consisted of the offering of 8,250,000 common shares at a price of US$18.0 per common share, enhancing our cash position by US$138.8 million.

• As of April 18, 2017, after giving effect to (i) the 1.0 for 3.0 share split, (ii) the conversion of the convertible notes into common shares and (iii) the offering of 8,250,000 common shares in the IPO, 31,025,936 common shares were outstanding.

3

1Q-2017 - Financial and Operating Performance

Consolidated P&L (In R$ Millions)	1Q-2016			1Q-2017			Change %
GMV ¹		440.3			531.2			20.6	%
								(25.2 FX Neutral	)
Net Sales - Brazil		303.3			355.5			17.2	%
Net Sales - International		44.5			40.7			-8.6	%
								(23.8% FX Neutral	)
Net Sales		347.9			396.2			13.9	%
								(18.1% FX Neutral	)
Cost of Sales		(242.8	)		(266.5	)		9.7	%
Gross Profit		105.0			129.8			23.5	%
Gross Margin		30.2	%		32.8	%		+2.6p.p.
Adjusted Selling and Marketing Expenses ²		(102.3	)		(100.7	)		-1.6	%
% of Sales		-29.4	%		-25.4	%		-4.0p.p.
Adjusted General and Administrative Expenses ²		(41.1	)		(24.4	)		-40.7	%
% of Sales		-11.8	%		-6.1	%		-5.7p.p.
Other Operating Expenses		(1.7	)		(1.1	)		-34.3	%
% of Sales		-0.5	%		-0.3	%		-0.2p.p.
Certain Other Net Financial Result		(2.6	)		(0.5	)		-79.9	%
% of Sales		-0.8	%		-0.1	%		-0.6p.p.
Adjusted Operating Expenses		(147.6	)		(126.7	)		-14.2	%
% of Sales		-42.4	%		-32.0	%		-10.5p.p.
EBITDA		(42.6	)		3.1			107.2	%
% of Sales		-12.2	%		0.8	%		+13.0p.p.
Amortization and Depreciation		(6.9	)		(8.1	)		16.8	%
% of Sales		-2.0	%		-2.0	%		+0.1p.p.
Net Adjusted Financial Result ³		(12.1	)		(32.7	)		169.9	%
% of Sales		-3.5	%		-8.3	%		+4.8p.p.
Current Income Tax
Net Income/(Loss)		(61.6	)		(37.7	)		38.8	%
% of Sales		-17.7	%		-9.5	%		+8.2p.p.

(1) For a reconciliation of net sales to GMV, see page 10 below.

(2) For a reconciliation of Marketing and Selling expenses to Adjusted Marketing and Selling Expenses and General and Administrative Expenses to Adjusted General and Administrative Expenses, see page 12 below.

(3) For a reconciliation of financial income (expense) to Net Adjusted Financial Result, see page 11 below.

4

Net Working Capital Cycle

In Days	1Q-2016		1Q-2017
Trade Accounts Receivable		36		25
Inventories		118		131
Trade Accounts Payable		77		106
Cash Conversion Cycle		77		50

In1Q-2017, our net working capital cycle was reduced by 27 days to 50 days, compared to 77 days in1Q-2016. This reduction is mainly attributable to the extension by 29 days of the average period we take to pay our suppliers as a result of strategic negotiations in 2016. Our trade accounts receivable cycle was reduced by 11 days due to (i) higher volume of factoring of trade accounts receivable along with (ii) reduction in the number of installments we offer customers who pay by credit card. This reduction was offset by an increase of 13 days in our inventory cycle mainly attributable to typical first quarter seasonality, alongside additional inventorybuild-up in advance of our B2B and Shoestock operations ramp up.

Indebtedness

Debt (In R$ Millions)	1Q-2016			1Q-2017
Working Capital		164.3			277.7
Short-term		71.5			71.6
Long-term		92.9			206.1
Convertible Notes		—			84.9
Short-term					—
Long-term					84.9
Debenture		150.4			112.8
Short-term		38.8			38.4
Long-term		111.5			74.3
Other		2.1			1.2
Short-term		0.9			0.9
Long-term		1.2			0.3
TOTAL DEBT (R$)		316.8			476.5
Short-term (%)		35	%		23	%
Long-term (%)		65	%		77	%
(-) Cash and Cash Equivalents		(98.8	)		(84.6	)
NET DEBT (R$)		218.0			392.0

Total debt in1Q-2017 amounted to R$476.5 million (of which 23% was short-term debt), comprised of R$277.7 million of working capital credit lines, R$84.9 million of convertible notes (converted into equity on April 18, 2017 after the closing of our IPO), R$112.8 million of debentures and R$1.2 million of other credit lines. Giving effect to the conversion of the convertible notes into equity, our total debt would be R$391.6 million. Giving effect to the convertible notes and the receipt of net proceeds from the IPO (an amount of R$439.9 million, using the Brazilian Central Bank offer exchange rate published on March 31, 2017), net debt would turn into net cash of R$132.8 million, significantly improving our debt profile and liquidity.

5

The R$159.7 million increase in total debt since1Q-2016 is mainly attributable to (i) entering into a R$60.0 million working capital facility agreement with Banco Bradesco S.A. inQ4-2016, and (ii) the issuance of convertible notes.

Cash Flow

Consolidated Cash Flow Statement (In R$ Millions)	1Q-2016			1Q-2017
Net loss		(61.6	)		(37.7	)
Depreciation and amortization		6.9			8.1
Interest expense, net		23.5			34.5
Share-based payment		1.5			(11.8	)
Others		5.4			7.5
Adjusted Net Loss		(24.4	)		0.6
Trade accounts receivable		99.3			66.9
Inventories		(20.6	)		(39.0	)
Trade accounts payable / Reverse Factoring		(74.2	)		(48.4	)
Changes in Working Capital		4.6			(20.5	)
Restricted Cash		(5.2	)		3.3
Recoverable taxes		(15.3	)		(15.6	)
Judicial deposits		(8.9	)		(10.8	)
Accrued expenses		(20.6	)		(37.8	)
Taxes and contributions payable		1.6			(8.0	)
Others		(10.2	)		10.3
Total Changes in Assets and Liabilities		(58.5	)		(58.7	)
Net Cash Provided by (Used In) Operating Activities		(78.4	)		(78.5	)
Capex		(27.4	)		(13.1	)
Interest received on installment sales + Others		9.1			10.9
Net Cash Provided by (Used in) Investing Activities		(18.3	)		(2.3	)
Proceeds / Payment of debt		(16.9	)		97.9
Payments of interest		(33.2	)		(44.1	)
Net Cash Provided by (Used in) Financing Activities		(50.1	)		53.8
Effect of exchange rate changes on cash and cash equivalents		(3.5	)		0.3
Change in Cash and Cash Equivalents		(150.3	)		(26.7	)
Cash and cash equivalents, beginning of period		249.1			111.3
Cash and cash equivalents, end of period		98.8			84.6

Change in cash and cash equivalents amounted to negative R$ 26.7 million in1Q-2017, compared to negative R$150.3 million in1Q-2016.

In1Q-2017, we recorded R$78.5 million in net cash used in operating activities, compared to R$78.4 million used in1Q-2016. Along with the strong business seasonality in every fourth quarter (as a result of Black November and December seasonal sales), in first quarters our cash flow requirements increase as a result of the maturity of the payment terms with our suppliers for (i) inventory acquired in advance of the peak selling season combined with a decrease in sales volume that typically follows the holiday season and (ii) accrued expenses (mainly related to Black November marketing campaign expenses).

Capex for the period amounted to R$13.1 million, which was invested mainly in information technology (development of software) and in there-launch of Shoestock.

6

Net cash provided by financing activities amounted to R$53.8 million, mainly attributable to the issuance of US$30.0 million of convertible notes, as described above, net of a payment of R$62.0 million of debt and interest due in1Q-2017.

Webcast and Conference Call Information

A conference call will be held today with live webcast at 5:00 pm (Eastern Time).

Investors and participants can access the call by dialing1-877-883-0383 in the U.S. and1-412-902-6506 internationally. The passcode for the conference line is 6240741. An archived webcast will be available on our IR website. For more information visit: http://investor.netshoes.com.

About Netshoes

Founded in 2000, we are the leading sports and lifestyle online retailer in Latin America and one of the largest online retailers in the region, with operations in Brazil, Argentina, and Mexico. Through the websites Netshoes, Zattini and Shoestock, as well as through partner-branded store sites we manage, we offer customers a wide selection of products and services for sports, fashion and beauty.

Core to our success has been a relentless focus on delivering a superior experience to our clients. As one of the first companies in Latin America to provide online retail offerings, we benefit from our early mover advantage, which has allowed us to capture what we believe is a significant market share and achieve a leadership position in a large and expanding addressable market. For more information, visit: http://investor.netshoes.com

Investor Relations Contact

Otavio Lyra, Investor Relations Officer

São Paulo, Brazil

Phone: +55 11 3028-3528

Email: ir@netshoes.com

http://investor.netshoes.com

7

Forward-Looking Statements

This announcement, prepared by Netshoes (Cayman) Limited (the “Company”), contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange of 1934, as amended. Statements contained herein that are not clearly historical in nature, including statements about the Company’s strategies and business plans, are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” ”strategy,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. The Company may also make forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), in press releases and other written materials and in oral statements made by its officers and directors. These forward-looking statements speak only as of the date they are made and are based on the Company’s current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond the Company’s control. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Company’s goals and strategies; Company’s future business development; Company’s ability to maintain sufficient working capital, the continued growth of eCommerce in Latin America, the Company’s ability to predict and react to changes in consumer demand or shopping patterns, Company’s ability to retain or increase engagement of consumers, Company’s ability to maintain or grow its net sales or business, general economic and political conditions in the countries where it operates. Further information regarding these and other risks is included in the Company’s filings with the SEC. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in this announcement. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented as there is no guarantee that expected events, trends or results will actually occur. We undertake no obligation to update any forward-looking statements, whether as a result of new information or future events or for any other reason.

This announcement may also contain estimates and other information concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information.

Non-IFRS Financial Measures

We presentnon-IFRS measures when we believe that the additional information is useful and meaningful to investors.Non-IFRS financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation ofnon-IFRS financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

This announcement includes unauditednon-IFRS financial measures, including GMV, Adjusted Selling and Marketing Expenses, Adjusted General and Administrative Expenses, Net Adjusted Financial Result, Certain Other Net Financial Result, Adjusted Operating Expenses, EBITDA, EBITDA Margin, EBITDA Brazil and EBITDA International.

(1): “GMV” is defined as the sum of net sales, returns, GMV from marketplace and net sales taxes, less marketplace and NCard activation commission fees;

8

(2) “Adjusted Selling and Marketing Expenses” is defined as selling and marketing expenses less amortization and depreciation expenses;

(3) “Adjusted General and Administrative Expenses” is defined as general and administrative expenses less amortization and depreciation expenses;

(4) “Net Adjusted Financial Result” is defined as the sum of financial income and financial expenses less “Certain Other Net Financial Result“;

(5) “Certain Other Net Financial Result” is defined as the sum of foreign exchange gains/losses, derivative financial instruments gains/losses, bank charges and other financial income/expenses;

(6) “Adjusted Operating Expenses” is defined as operating expenses (selling and marketing, general and administrative and other operating expenses) less amortization and depreciation expenses, plus “Certain Other Net Financial Result”;

(7) “EBITDA” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(8) “EBITDA Brazil” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(9) “EBITDA International” is defined as net income/loss, plus net adjusted financial result, plus income tax, plus depreciation and amortization expenses;

(10) “EBITDA Margin” is defined as EBITDA divided by net sales for the relevant period, expressed as a percentage.

The following table shows the reconciliation for GMV, as described above:

GMV – Reconciliation (In R$ Million)	1Q-2016			1Q-2017
Net sales		347.9			396.2
Add (subtract):
Sales taxes, net		63.9			70.0
Returns		28.1			42.2
Marketplace commission fees		(0.1	)		(5.0	)
NCard activation commission fees		—			(0.2	)
Sub-Total:		439.8			503.2
GMV from marketplace		0.5			28.0
GMV		440.3			531.2

9

The following table shows the reconciliation for Net Adjusted Financial Result and Certain Other Net Financial Result as described above:

Adjusted Net Financial Result – Reconciliation (In R$ Millions)	1Q-2016			1Q-2017
Financial Income		7.8			5.0
Financial Expenses		(22.5	)		(38.3	)
Net Financial Result (1)		(14.7	)		(33.2	)
Subtract Certain Other Net Financial Result:
Certain Other Financial Income:
Foreign exchange gain		—			(0.4	)
Derivative financial instruments gain		—			(0.7	)
Other Financial Income		(0.2	)		(0.0	)
Certain Other Financial Expenses:
Foreign exchange loss		0.1			—
Derivative financial instruments loss		—			—
Bank charges		1.8			1.6
Other Financial Expenses		0.9			0.1
Net Adjusted Financial Result		(12.1	)		(32.7	)

1) Net Financial Result:consists ofInterest income/expenses, Imputed interest on installment sales, Imputed interest on credit purchases, Debt issuance costs, Foreign exchange gains/loss, Derivative financial instruments gains/loss, Bank charges and Other financial income/expenses.

The following table shows the reconciliation for EBITDA, EBITDA Margin, EBITDA Brazil and EBITDA International as described above:

Consolidated EBITDA – Reconciliation (In R$ Million)	1Q-2016			1Q-2017
Net loss		(61.6	)		(37.7	)
Add (subtract):
Net Adjusted Financial Result		12.1			32.7
Income tax expense		—			—
Amortization and Depreciation		6.9			8.1
EBITDA		(42.6	)		3.1
Net Sales		347.9			396.2
EBITDA Margin %		-12.2	%		0.8	%

EBITDA Brazil - Reconciliation (In R$ Million)	1Q-2016			1Q-2017
Net loss		(44.9	)		(23.5	)
Add (subtract):
Net Adjusted Financial Result		10.0			29.2
Income tax expense		—			—
Amortization and Depreciation		6.3			7.2
EBITDA Brazil		(28.6	)		12.9
Net Sales		303.3			355.5
EBITDA Brazil Margin %		-9.4	%		3.6	%

10

EBITDA International – Reconciliation (In R$ Million)	1Q-2016			1Q-2017
Net loss		(13.9	)		(11.0	)
Add (subtract):
Net Adjusted Financial Result		2.2			2.0
Income tax expense		—			—
Amortization and Depreciation		0.3			0.3
EBITDA International		(11.4	)		(8.8	)
Net Sales		44.5			40.7
EBITDA International Margin %		-25.6	%		-21.5	%

The following table shows the reconciliation for Adjusted Operating Expenses, as described above:

Adjusted Operating Expenses – Reconciliation (In R$ Million)	1Q-2016			1Q-2017
Selling and Marketing Expenses		(103.9	)		(101.5	)
Add (subtract):
Amortization and Depreciation		1.6			0.8
Adjusted Selling and Marketing Expenses		(102.3	)		(100.7	)
General and Administrative Expenses		(46.3	)		(31.6	)
Add (subtract):
Amortization and Depreciation		5.3			7.3
Adjusted General and Administrative Expenses		(41.1	)		(24.4	)
Other Operating Expenses		(1.7	)		(1.1	)
Certain Other Net Financial Result		(2.6	)		(0.5	)
Adjusted Operating Expenses		(147.6	)		(126.7	)

11

Certain Definitions:

Registered members

Mean the sum of all people that have completed the registration form in all our websites.

Active customers

Mean customers who made purchases online with us during the preceding twelve months as of the relevant dates.

Repeat customers

Mean the sum of orders placed by customers who have previously purchased from us during the preceding twelve months as of the relevant dates.

Invoiced orders

Mean the total number of orders invoiced to active customers during the relevant period (online and offline sales)

Orders placed from mobile devices

Mean the sum of total orders placed by active customers through our mobile site and applications as a percentage of total orders placed by active customers for the relevant period.

Average basket size

Mean the sum of invoiced order value in connection with a product sale (online and offline), including shipping fees and taxes, divided by the number of total invoiced orders for the relevant period. Excludes B2B and NCard operations.

Gross merchandise volume (“GMV”)

Mean the sum of net sales, returns, GMV from marketplace and net sales taxes. Excludes marketplace and NCard activation commission fees.

Net Working Capital Cycle

Mean the sum of the balances of (a) Trade accounts receivable and (b) Inventories, less (c) the balance of Trade accounts payable, plus the balance of (d) Reverse factoring.

Partner-branded stores

Mean all partner-branded online stores that we manage.

Foreign Exchange Neutral (“FX Neutral”)

Growth rate shown on constant local currency basis, aiming to demonstrate what the results would have been had exchange rates in Mexico and Argentina remained constant during the period comparison.

12

NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Financial Position

December 31, 2016 and March 31, 2017

(Reais and Dollars in thousands)

	December 31,		March 31,
	2016		2017		2017
	R$		R$		US$
Assets
Current assets:
Cash and cash equivalents		111,304		84,563		26,689
Restricted cash		21,946		18,658		5,889
Trade accounts receivables, net		213,994		142,602		45,007
Inventories, net		352,011		391,188		123,466
Recoverable taxes		66,329		55,036		17,370
Other current assets		59,127		53,429		16,862
Total current assets		824,711		745,476		235,283
Non-current assets:
Restricted cash		21,254		20,400		6,439
Judicial deposits		71,817		82,626		26,078
Recoverable taxes		33,178		60,523		19,102
Other assets		950		950		300
Due from related parties		17		18		6
Property and equipment, net		74,202		74,327		23,459
Intangible assets, net		87,593		92,078		29,061
Totalnon-current assets		289,011		330,922		104,445
Total Assets		1,113,722		1,076,398		339,728

13

	December 31,			March 31,
	2016			2017			2017
	R$			R$			US$
Liabilities and Shareholders’ Equity
Current liabilities:
Trade accounts payable		335,430			297,577			93,920
Reverse factoring		27,867			18,013			5,685
Current portion of long-term debt		75,956			110,885			34,997
Derivative financial liabilities		186			28			9
Taxes and contributions payable		15,249			7,302			2,305
Deferred revenue		6,628			6,628			2,092
Accrued expenses		122,048			84,185			26,570
Other current liabilities		33,331			39,839			12,574
Total current liabilities		616,695			564,457			178,152
Non-current liabilities:
Long-term debt, net of current portion		311,426			365,629			115,398
Derivative financial liabilities		—			11,018			3,477
Provision for labor, civil and tax risks		5,177			6,641			2,096
Share-based payment		30,139			17,367			5,481
Deferred revenue		26,247			25,613			8,084
Othernon-current liabilities		13			13			4
Totalnon-current liabilities		373,002			426,281			134,540
Total liabilities		989,697			990,738			312,692
Shareholders’ equity:
Share capital		141			141			45
Additionalpaid-in capital		821,988			821,988			259,433
Treasury shares		(1,533	)		(1,533	)		(484	)
Capital reserves		—			942			297
Accumulated other comprehensive loss		(19,577	)		(21,121	)		(6,666	)
Accumulated losses		(677,379	)		(714,887	)		(225,630	)
Equity attributable to owers of the parent		123,640			85,530			26,995
Equity attributable tonon-controlling interests		385			130			41
Total shareholders’ equity		124,025			85,660			27,036
Total liabilities and shareholders’ equity		1,113,722			1,076,398			339,728

14

NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Profit or Loss

For the three-months ended March 31, 2016 and 2017

(Reais and Dollars in thousands, except loss per share)

	2016			2017			2017
	R$			R$			USD
Net Sales		347,863			396,228			125,056
Cost of sales		(242,820	)		(266,462	)		(84,100	)
Gross Profit		105,043			129,766			40,956
Operating expenses:
Selling and marketing expenses		(103,940	)		(101,526	)		(32,043	)
General and administrative expenses		(46,336	)		(31,627	)		(9,982	)
Other operating expenses, net		(1,663	)		(1,092	)		(345	)
Total operating expenses		(151,939	)		(134,245	)		(42,370	)
Operating loss		(46,896	)		(4,479	)		(1,414	)
Financial income		7,754			5,029			1,587
Financial expenses		(22,494	)		(38,267	)		(12,078	)
Loss before income tax		(61,636	)		(37,717	)		(11,905	)
Income tax expense		—			—			—
Net Loss		(61,636	)		(37,717	)		(11,905	)
Net loss attributable to:
Owners of the Parent		(61,194	)		(37,508	)		(11,838	)
Non-controlling interests		(442	)		(209	)		(66	)
Loss per share attributable to owners of the Parent
Basic and diluted		(2.92	)		(1.79	)		(0.57	)

15

NETSHOES (CAYMAN) LIMITED AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

For the three-months ended March 31, 2016 and 2017

(Reais and Dollars in thousands)

	2016			2017			2017
	R$			R$			US$
Cash flows from operating activities:
Net loss		(61,636	)		(37,717	)		(11,905	)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for doubtful accounts		1,479			4,561			1,439
Depreciation and amortization		6,895			8,091			2,554
Loss on disposal of property and equipment, and intangible assets		186			170			54
Share-based payment		1,458			(11,829	)		(3,734	)
Provision for contingent liabilities		2,321			1,882			594
Interest expense, net		23,479			34,545			10,903
Provision for inventory losses		1,397			704			222
Other		—			179			57
Changes in operating assets and liabilities:
(Increase) decrease in:
Restricted cash		(5,201	)		3,287			1,038
Derivative financial instruments		148			—			—
Trade accounts receivable		99,331			66,907			21,117
Inventories		(20,562	)		(38,952	)		(12,294	)
Recoverable taxes		(15,251	)		(15,610	)		(4,927	)
Judicial deposits		(8,928	)		(10,808	)		(3,411	)
Other assets		(3,970	)		6,125			1,933
Increase (decrease) in:
Derivative financial instruments		2,203			(158	)		(50	)
Trade accounts payable		(59,203	)		(38,556	)		(12,169	)
Reverse factoring		(15,013	)		(9,854	)		(3,110	)
Taxes and contributions payable		1,640			(7,992	)		(2,522	)
Deferred revenue		(375	)		(633	)		(200	)
Accrued expenses		(20,563	)		(37,835	)		(11,941	)
Share-based payment		(3,282	)		(943	)		(298	)
Other liabilities		(4,908	)		5,912			1,866
Net cash provided by (used in) operating activities		(78,356	)		(78,525	)		(24,784	)
Cash flows from investing activities:
Purchase of property and equipment		(11,107	)		(2,164	)		(683	)
Purchase of intangible assets		(16,293	)		(10,960	)		(3,459	)
Interest received on installment sales		9,790			10,018			3,162
Restricted cash		(719	)		855			270
Net cash provided by (used in) investing activities		(18,329	)		(2,251	)		(711	)
Cash flows from financing activities:
Proceeds from debt		4,515			115,764			36,537
Payments of debt		(21,382	)		(17,902	)		(5,650	)
Payments of interest		(33,221	)		(44,076	)		(13,911	)
Net cash provided by (used in) financing activities		(50,089	)		53,786			16,976
Effect of exchange rate changes on cash and cash equivalents		(3,492	)		250			79
Change in cash and cash equivalents		(150,266	)		(26,740	)		(8,440	)
Cash and cash equivalents, beginning of period		249,064			111,304			35,129
Cash and cash equivalents, end of period		98,798			84,563			26,690

16

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Netshoes (Cayman) Limited
By:	/s/ Leonardo Tavares Dib
Name:	Leonardo Tavares Dib
Title:	Chief Financial Officer

Date: May 15, 2017