Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Entity Registrant Name | Secoo Holding Ltd |
Entity Central Index Key | 0001633441 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Shell Company | false |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Ordinary shares | |
Entity Common Stock, Shares Outstanding | 25,122,199 |
Class A | |
Entity Common Stock, Shares Outstanding | 18,550,770 |
Class B | |
Entity Common Stock, Shares Outstanding | 6,571,429 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Current assets | |||
Cash | $ 150,445 | ¥ 1,034,385 | ¥ 453,425 |
Time deposits | 9,982 | 68,632 | 292,318 |
Restricted cash | 12,977 | 89,222 | 55,214 |
Investment in equity security | 3,786 | 26,032 | |
Accounts receivable | 17,392 | 119,580 | 54,210 |
Inventories | 249,108 | 1,712,740 | 1,189,885 |
Advances to suppliers | 62,427 | 429,219 | 53,016 |
Prepayments and other current assets | 19,424 | 133,551 | 22,943 |
Amounts due from related parties | 1,932 | 13,284 | 38 |
Total current assets | 527,473 | 3,626,645 | 2,121,049 |
Non-current assets | |||
Property and equipment, net | 8,246 | 56,698 | 40,793 |
Intangible Assets, net | 1,784 | 12,267 | |
Restricted cash | 407 | 2,800 | 123,800 |
Investment in equity investees | 416 | 2,859 | |
Deferred tax assets | 7,449 | 51,214 | 43,981 |
Goodwill | 2,969 | 20,413 | |
Other non-current assets | 2,768 | 19,030 | 8,085 |
Total non-current assets | 24,039 | 165,281 | 216,659 |
Total assets | 551,512 | 3,791,926 | 2,337,708 |
Current liabilities | |||
Short-term borrowings and current portion of long-term borrowings (including short-term borrowings and current portion of long-term borrowings of consolidated VIEs without recourse to the Company of RMB177,274 and RMB134,324 as of December 31, 2017 and 2018, respectively. Note 1) | 19,537 | 134,324 | 177,274 |
Accounts payable (including accounts payable of consolidated VIEs without recourse to the Company of RMB262,576 and RMB384,280 as of December 31, 2017 and 2018, respectively. Note 1) | 72,515 | 498,579 | 318,414 |
Amounts due to related parties (including amount due to Founder of consolidated VIEs without recourse to the Company of RMB2,451 and RMB1,751 as of December 31, 2017 and 2018, respectively. Note 1) | 227 | 1,564 | 2,467 |
Advances from customers (including advances from customers of consolidated VIEs without recourse to the Company of RMB67,604 and RMB63,684 as of December 31, 2017 and 2018, respectively. Note 1) | 9,738 | 66,954 | 68,848 |
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of consolidated VIEs without recourse to the Company of RMB313,574 and RMB278,160 as of December 31, 2017 and 2018, respectively. Note 1) | 51,300 | 352,714 | 343,936 |
Deferred revenue (including deferred revenue of consolidated VIEs without recourse to the Company of RMB12,051 and RMB54,033 as of December 31, 2017 and 2018, respectively. Note 1) | 9,086 | 62,478 | 12,051 |
Total current liabilities | 162,403 | 1,116,613 | 922,990 |
Non-current liabilities | |||
Long-term borrowings, excluding current portion (including long-term borrowings, excluding current portion, of consolidated VIEs without recourse to the Company of RMB124,324 and nil as of December 31, 2017 and 2018, respectively. Note 1) | 167,488 | 1,151,560 | 124,324 |
Long-term liabilities (including long-term liabilities of consolidated VIEs without recourse to the Company of nil and RMB12,216 as of December 31, 2017 and 2018, respectively. Note 1) | 2,071 | 14,240 | |
Total non-current liabilities | 169,559 | 1,165,800 | 124,324 |
Total liabilities | 331,962 | 2,282,413 | 1,047,314 |
Mezzanine Equity | |||
Redeemable non-controlling interest | 1,103 | 7,587 | 5,582 |
Total mezzanine equity | 1,103 | 7,587 | 5,582 |
Shareholders' Equity | |||
Treasury stock (359,595 and 517,454 Class A ordinary shares as of December 31, 2017 and 2018, respectively, at cost) | (10,329) | (71,018) | (42,606) |
Additional paid-in capital | 412,965 | 2,839,342 | 2,763,387 |
Accumulated losses | (186,278) | (1,280,753) | (1,432,586) |
Accumulated other comprehensive loss | (927) | (6,373) | (5,304) |
Total (deficit)/equity attributable to ordinary shareholders | 215,456 | 1,481,365 | 1,283,058 |
Non-redeemable non-controlling interest | 2,991 | 20,561 | 1,754 |
Total (deficit)/equity | 218,447 | 1,501,926 | 1,284,812 |
Total liabilities, mezzanine equity and shareholders' (deficit)/equity | 551,512 | 3,791,926 | 2,337,708 |
Class A | |||
Shareholders' Equity | |||
Ordinary shares | 19 | 126 | 126 |
Class B | |||
Shareholders' Equity | |||
Ordinary shares | $ 6 | ¥ 41 | ¥ 41 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017$ / shares | Dec. 31, 2017CNY (¥)shares |
Current liabilities | ||||
Short-term borrowings and current portion of long-term borrowings (including short-term borrowings and current portion of long-term borrowings of consolidated VIEs without recourse to the Company of RMB177,274 and RMB134,324 as of December 31, 2017 and 2018, respectively. Note 1) | $ 19,537 | ¥ 134,324 | ¥ 177,274 | |
Accounts payable (including accounts payable of consolidated VIEs without recourse to the Company of RMB262,576 and RMB384,280 as of December 31, 2017 and 2018, respectively. Note 1) | 72,515 | 498,579 | 318,414 | |
Amounts due to related parties (including amount due to Founder of consolidated VIEs without recourse to the Company of RMB2,451 and RMB1,751 as of December 31, 2017 and 2018, respectively. Note 1) | 227 | 1,564 | 2,467 | |
Advances from customers (including advances from customers of consolidated VIEs without recourse to the Company of RMB67,604 and RMB63,684 as of December 31, 2017 and 2018, respectively. Note 1) | 9,738 | 66,954 | 68,848 | |
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of consolidated VIEs without recourse to the Company of RMB313,574 and RMB278,160 as of December 31, 2017 and 2018, respectively. Note 1) | 51,300 | 352,714 | 343,936 | |
Deferred revenue (including deferred revenue of consolidated VIEs without recourse to the Company of RMB12,051 and RMB54,033 as of December 31, 2017 and 2018, respectively. Note 1) | 9,086 | 62,478 | 12,051 | |
Non-current liabilities | ||||
Long-term borrowings, excluding current portion (including long-term borrowings, excluding current portion, of consolidated VIEs without recourse to the Company of RMB124,324 and nil as of December 31, 2017 and 2018, respectively. Note 1) | 167,488 | 1,151,560 | ¥ 124,324 | |
Long-term liabilities (including long-term liabilities of consolidated VIEs without recourse to the Company of nil and RMB12,216 as of December 31, 2017 and 2018, respectively. Note 1) | $ 2,071 | ¥ 14,240 | ||
Class A | ||||
Issuance of Common Stock | ||||
Ordinary shares par value | $ / shares | $ 0.001 | $ 0.001 | ||
Ordinary shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | |
Ordinary shares issued | shares | 19,068,224 | 19,068,224 | 19,068,224 | |
Ordinary shares outstanding | shares | 18,550,770 | 18,550,770 | 18,708,629 | |
Treasury stock (in Shares) | shares | 517,454 | 517,454 | 359,595 | |
Class B | ||||
Issuance of Common Stock | ||||
Ordinary shares par value | $ / shares | $ 0.001 | $ 0.001 | ||
Ordinary shares authorized | shares | 150,000,000 | 150,000,000 | 150,000,000 | |
Ordinary shares issued | shares | 6,571,429 | 6,571,429 | 6,571,429 | |
Ordinary shares outstanding | shares | 6,571,429 | 6,571,429 | 6,571,429 | |
VIEs | ||||
Current liabilities | ||||
Short-term borrowings and current portion of long-term borrowings (including short-term borrowings and current portion of long-term borrowings of consolidated VIEs without recourse to the Company of RMB177,274 and RMB134,324 as of December 31, 2017 and 2018, respectively. Note 1) | ¥ 134,324 | ¥ 177,274 | ||
Accounts payable (including accounts payable of consolidated VIEs without recourse to the Company of RMB262,576 and RMB384,280 as of December 31, 2017 and 2018, respectively. Note 1) | 384,280 | 262,576 | ||
Amounts due to related parties (including amount due to Founder of consolidated VIEs without recourse to the Company of RMB2,451 and RMB1,751 as of December 31, 2017 and 2018, respectively. Note 1) | 1,561 | 2,451 | ||
Advances from customers (including advances from customers of consolidated VIEs without recourse to the Company of RMB67,604 and RMB63,684 as of December 31, 2017 and 2018, respectively. Note 1) | 63,684 | 67,604 | ||
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of consolidated VIEs without recourse to the Company of RMB313,574 and RMB278,160 as of December 31, 2017 and 2018, respectively. Note 1) | 278,160 | 313,574 | ||
Deferred revenue (including deferred revenue of consolidated VIEs without recourse to the Company of RMB12,051 and RMB54,033 as of December 31, 2017 and 2018, respectively. Note 1) | 62,372 | 12,051 | ||
Non-current liabilities | ||||
Long-term borrowings, excluding current portion (including long-term borrowings, excluding current portion, of consolidated VIEs without recourse to the Company of RMB124,324 and nil as of December 31, 2017 and 2018, respectively. Note 1) | 0 | 124,324 | ||
Long-term liabilities (including long-term liabilities of consolidated VIEs without recourse to the Company of nil and RMB12,216 as of December 31, 2017 and 2018, respectively. Note 1) | ¥ 14,240 | ¥ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | |
Net revenues: | ||||
Total revenues | $ 783,590 | ¥ 5,387,577 | ¥ 3,740,455 | ¥ 2,593,822 |
Cost of revenues | (644,003) | (4,427,844) | (3,128,441) | (2,193,676) |
Gross profit | 139,587 | 959,733 | 612,014 | 400,146 |
Operating expenses: | ||||
Fulfillment expenses | (20,175) | (138,710) | (99,064) | (82,047) |
Marketing expenses | (59,712) | (410,548) | (245,989) | (218,759) |
Technology and content development expenses | (11,693) | (80,398) | (62,081) | (54,262) |
General and administrative expenses | (16,115) | (110,802) | (110,059) | (74,310) |
Total operating expenses | (107,695) | (740,458) | (517,193) | (429,378) |
(Loss)/income from operations | 31,892 | 219,275 | 94,821 | (29,232) |
Other income/(expenses): | ||||
Interest expenses, net | (6,186) | (42,533) | (6,562) | (3,923) |
Foreign currency exchange (losses)/gains | (1,707) | (11,737) | 9,477 | (11,418) |
Others | 4,548 | 31,269 | 4,148 | |
(Loss)/income before income tax | 28,547 | 196,274 | 101,884 | (44,573) |
Income tax benefits/(expenses) | (5,924) | (40,728) | 31,525 | |
Net (loss)/income | 22,623 | 155,546 | 133,409 | (44,573) |
Less: (Loss)/gain attributable to redeemable non-controlling interest | 291 | 2,001 | (298) | (82) |
Less: (Loss)/gain attributable to non-redeemable non-controlling interest | 249 | 1,712 | (349) | (38) |
Net (loss)/income attributable to Secoo Holding Limited | 22,083 | 151,833 | 134,056 | (44,453) |
Accretion to redeemable non-controlling interest redemption value | ¥ | (798) | (164) | ||
Accretion to preferred share redemption value | ¥ | (202,679) | (595,742) | ||
Net (loss)/income attributable to ordinary shareholders of Secoo Holding Limited | 22,083 | 151,833 | (69,421) | (640,359) |
Comprehensive income | ||||
Net (loss)/income | 22,623 | 155,546 | 133,409 | (44,573) |
Other comprehensive (loss)/income | ||||
Foreign currency translation adjustments, net of nil income taxes | (151) | (1,041) | 81,834 | (60,138) |
Total other comprehensive (loss)/income, net of income taxes | (151) | (1,041) | 81,834 | (60,138) |
Comprehensive (loss)/income | 22,472 | 154,505 | 215,243 | (104,711) |
Comprehensive (loss)/income attributable to redeemable non-controlling interest | 292 | 2,005 | (298) | (82) |
Comprehensive (loss)/income attributable to non-redeemable non-controlling interest | 252 | 1,736 | (283) | (123) |
Comprehensive (loss)/income attributable to ordinary shareholders of Secoo Holding Limited | $ 21,928 | ¥ 150,764 | ¥ 215,824 | ¥ (104,506) |
Net (loss)/income per Class A and Class B Ordinary share | ||||
Basic | (per share) | $ 0.88 | ¥ 6.02 | ¥ (5.55) | ¥ (89.06) |
Diluted | (per share) | $ 0.84 | ¥ 5.80 | ¥ (5.55) | ¥ (89.06) |
Weighted average number of Class A and Class B Ordinary shares outstanding used in computing net (loss)/income per share | ||||
Basic | shares | 25,235,404 | 25,235,404 | 12,500,821 | 7,189,933 |
Diluted | shares | 26,182,922 | 26,182,922 | 12,500,821 | 7,189,933 |
Merchandise sales | ||||
Net revenues: | ||||
Total revenues | $ 762,773 | ¥ 5,244,446 | ¥ 3,680,795 | ¥ 2,566,872 |
Marketplace and other services | ||||
Net revenues: | ||||
Total revenues | $ 20,817 | ¥ 143,131 | ¥ 59,660 | ¥ 26,950 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Statements of Comprehensive Loss | |||
Foreign currency translation adjustments tax | ¥ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Total shareholders's deficitUSD ($) | Total shareholders's deficitCNY (¥) | Ordinary sharesClass AUSD ($)shares | Ordinary sharesClass ACNY (¥)shares | Ordinary sharesClass BUSD ($)shares | Ordinary sharesClass BCNY (¥)shares | Treasury StockUSD ($)shares | Treasury StockCNY (¥)shares | Additional paid-in capitalUSD ($) | Additional paid-in capitalCNY (¥) | Accumulated lossesUSD ($) | Accumulated lossesCNY (¥) | Accumulated other comprehensive income(loss)USD ($) | Accumulated other comprehensive income(loss)CNY (¥) | Non-redeemable non-controlling interestUSD ($) | Non-redeemable non-controlling interestCNY (¥) | USD ($) | CNY (¥) |
Beginning balance at Dec. 31, 2015 | ¥ (762,267) | ¥ 47 | ¥ (735,295) | ¥ (27,019) | ¥ (762,267) | |||||||||||||
Balance (in shares) at Dec. 31, 2015 | shares | 7,500,000 | 7,500,000 | ||||||||||||||||
Net (loss)/income for the year | (44,453) | (44,453) | ¥ (38) | (44,453) | ||||||||||||||
Net (loss)/income for the year | (44,491) | |||||||||||||||||
Capital contributed by non-redeemable non-controlling interest | 12,240 | ¥ 12,240 | 2,160 | 14,400 | ||||||||||||||
Share-based compensation resulting from vesting of Founders' restricted shares | 249 | 249 | 249 | |||||||||||||||
Redeemable non-controlling interest redemption value accretion | (164) | (164) | (164) | |||||||||||||||
Redeemable Convertible Preferred Shares redemption value accretion | (595,742) | (12,489) | (583,253) | (595,742) | ||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | (60,053) | (60,053) | (85) | (60,138) | ||||||||||||||
Ending balance at Dec. 31, 2016 | (1,450,190) | ¥ 47 | (1,363,165) | (87,072) | 2,037 | (1,448,153) | ||||||||||||
Balance (in shares) at Dec. 31, 2016 | shares | 7,500,000 | 7,500,000 | ||||||||||||||||
Net (loss)/income for the year | 134,056 | 134,056 | (349) | 134,056 | ||||||||||||||
Net (loss)/income for the year | 133,707 | |||||||||||||||||
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of issuance cost | 862,161 | ¥ 36 | 862,125 | 862,161 | ||||||||||||||
Issuance of Class A ordinary shares upon initial public offering ("IPO"), net of issuance cost (in shares) | shares | 5,403,846 | 5,403,846 | ||||||||||||||||
Re-designating Class A ordinary shares to Class B ordinary shares | ¥ (41) | ¥ 41 | ||||||||||||||||
Re-designating Class A ordinary shares to Class B ordinary shares (in shares) | shares | (6,571,429) | (6,571,429) | 6,571,429 | 6,571,429 | ||||||||||||||
Conversion of preferred shares to Class A ordinary shares | 1,855,269 | ¥ 84 | 1,855,185 | 1,855,269 | ||||||||||||||
Conversion of preferred shares to Class A ordinary shares (in shares) | shares | 12,735,807 | 12,735,807 | ||||||||||||||||
Share-based compensation resulting from vesting of Founders' restricted shares | 46,077 | 46,077 | 46,077 | |||||||||||||||
Repurchase of Class A ordinary shares | (42,606) | ¥ (42,606) | (42,606) | |||||||||||||||
Repurchase of Class A ordinary shares (in shares) | shares | (359,595) | (359,595) | ||||||||||||||||
Redeemable non-controlling interest redemption value accretion | (798) | (798) | (798) | |||||||||||||||
Redeemable Convertible Preferred Shares redemption value accretion | (202,679) | (202,679) | (202,679) | |||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | 81,768 | 81,768 | 66 | 81,834 | ||||||||||||||
Ending balance at Dec. 31, 2017 | 1,283,058 | ¥ 126 | ¥ 41 | ¥ (42,606) | 2,763,387 | (1,432,586) | (5,304) | 1,754 | 1,284,812 | |||||||||
Balance (in shares) at Dec. 31, 2017 | shares | 19,068,224 | 19,068,224 | 6,571,429 | 6,571,429 | (359,595) | (359,595) | ||||||||||||
Net (loss)/income for the year | 151,833 | 151,833 | 1,712 | $ 22,083 | 151,833 | |||||||||||||
Net (loss)/income for the year | 153,545 | |||||||||||||||||
Share-based compensation resulting from vesting of Founders' restricted shares | 23,675 | 23,675 | 23,675 | |||||||||||||||
Repurchase of Class A ordinary shares | (28,412) | ¥ (28,412) | (28,412) | |||||||||||||||
Repurchase of Class A ordinary shares (in shares) | shares | (157,859) | (157,859) | ||||||||||||||||
Acquisition | 17,071 | 17,071 | ||||||||||||||||
Beneficial conversion feature on convertible note (Note 13) | 44,072 | 44,072 | 44,072 | |||||||||||||||
Issuance of warrant (Note 13) | 8,208 | 8,208 | 8,208 | |||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | (1,069) | (1,069) | 24 | (151) | (1,041) | |||||||||||||
Ending balance at Dec. 31, 2018 | $ 215,456 | ¥ 1,481,365 | $ 19 | ¥ 126 | $ 6 | ¥ 41 | $ (10,329) | ¥ (71,018) | $ 412,965 | ¥ 2,839,342 | $ (186,278) | ¥ (1,280,753) | $ (927) | ¥ (6,373) | $ 2,991 | ¥ 20,561 | $ 218,447 | ¥ 1,501,926 |
Balance (in shares) at Dec. 31, 2018 | shares | 19,068,224 | 19,068,224 | 6,571,429 | 6,571,429 | (517,454) | (517,454) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |||
Foreign currency translation adjustments tax | ¥ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Cash flows from operating activities: | ||||
Net (loss)/income | $ 22,623 | ¥ 155,546 | ¥ 133,409 | ¥ (44,573) |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||||
Share-based compensation | 3,443 | 23,675 | 46,077 | 249 |
Inventory write-down | 1,312 | 9,018 | 1,328 | 3,584 |
Depreciation and amortization expenses | 2,652 | 18,233 | 13,424 | 13,388 |
Loss on disposal of property and equipment | 24 | 166 | 1,540 | 1,204 |
Foreign currency exchange loss/(gain) | 875 | 6,013 | (3,154) | 11,330 |
Deferred tax benefits | (1,060) | (7,291) | (43,981) | |
Share of loss on investment in equity investees | 21 | 141 | ||
Fair value change of assets remeasured at fair value | (275) | (1,891) | ||
Amortization Of Financing Costs And Discounts, Convertible Notes | 24 | 165 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,749) | (60,155) | (33,218) | (13,474) |
Inventories | (75,557) | (519,493) | (439,110) | (277,139) |
Advance to suppliers | (54,543) | (375,011) | (48,908) | 11,039 |
Amount due from related parties | (1,927) | (13,246) | (38) | |
Amount due to related parties | (119) | (821) | 1,173 | |
Prepayments and other assets | (14,485) | (99,589) | (8,943) | (7,409) |
Accounts payable | 25,557 | 175,716 | 43,785 | (15,857) |
Advance from customers | (528) | (3,630) | 26,835 | 3,421 |
Accrued expenses and other current liabilities | (1,372) | (9,435) | 125,727 | 60,914 |
Deferred Revenue | 7,334 | 50,427 | 6,543 | 2,655 |
Net cash used in operating activities | (94,750) | (651,462) | (177,511) | (250,668) |
Cash flows from investing activities: | ||||
Cash received from disposal of property and equipment | 58 | 398 | 45 | |
Purchase of property and equipment | (6,509) | (44,750) | (19,308) | (11,666) |
Acquisition of investment in equity investees | (436) | (3,000) | ||
Cash acquired from acquisition of subsidiaries | 669 | 4,600 | ||
Purchase of equity security and put option | (4,566) | (31,393) | ||
Proceeds from time deposits | 42,516 | 292,318 | ||
Loans to third parties | (9,982) | (68,632) | (292,318) | |
Purchase of time deposits | (500) | (3,439) | ||
Net cash used in investing activities | 21,250 | 146,102 | (311,581) | (11,666) |
Cash flows from financing activities: | ||||
Capital contribution from non-redeemable non-controlling interest | 14,400 | |||
Capital contribution from redeemable non-controlling interest | 5,000 | |||
Repayment to related parties | (664) | (4,562) | (1,025) | (321) |
Borrowing from related parties | 652 | 4,480 | ||
Proceeds from short-term borrowings | 26,180 | 180,000 | 115,676 | 50,000 |
Proceeds from long-term borrowings | 4,363 | 30,000 | 124,324 | |
Repayment of short-term borrowings | (21,817) | (150,000) | (204,611) | (25,974) |
Repayment of Long-term borrowings | (23,426) | (161,065) | ||
Proceeds from other borrowings | 5,150 | 35,410 | 123,409 | 5,285 |
Repayment for other borrowings | (14,780) | (101,619) | (57,200) | (4,121) |
Proceeds from issuance of convertible notes | 173,875 | 1,195,478 | ||
Payment of issuance cost for convertible note | (267) | (1,833) | ||
Net cash provided by financing activities | 144,853 | 995,948 | 922,057 | 44,269 |
Net (decrease) / increase in Cash and Restricted cash | 71,353 | 490,588 | 432,965 | (218,065) |
Cash at the beginning of the year | 91,984 | 632,439 | 211,347 | 440,414 |
Effect of exchange rate changes on Cash and Restricted cash | 492 | 3,380 | (11,873) | (11,002) |
Cash at the end of the year | 163,829 | 1,126,407 | 632,439 | 211,347 |
Supplemental information | ||||
Interest paid | 1,958 | 13,460 | 10,796 | 3,136 |
Income tax paid | 2,248 | 15,458 | 777 | |
Accrual for purchase of property and equipment | 1,313 | ¥ 2,121 | ||
Receivable from disposal of property and equipment | 15 | |||
Accrual for repurchase of ordinary shares | 1,929 | |||
Accrual for business acquisition (Note 5) | 2,327 | 15,996 | ||
Class A | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of Class A ordinary shares upon IPO, net of issuance cost | 862,161 | |||
Repurchase of Class A ordinary shares | $ (4,413) | ¥ (30,341) | ¥ (40,677) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2015CNY (¥) |
Condensed statements of cash flows | ||||||
Cash | $ 150,445 | ¥ 1,034,385 | ¥ 453,425 | ¥ 55,555 | ||
Restricted cash, current | 12,977 | 89,222 | 55,214 | 155,792 | ||
Restricted cash, noncurrent | 407 | 2,800 | 123,800 | |||
Total Cash and Restricted cash | $ 163,829 | ¥ 1,126,407 | $ 91,984 | ¥ 632,439 | ¥ 211,347 | ¥ 440,414 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Principal Activities | |
Organization and Principal Activities | 1. Organization and Principal Activities Secoo Holding Limited (‘‘Secoo’’ or the ‘‘Company’’) was incorporated in the Cayman Islands on January 4, 2011. Secoo, through its consolidated subsidiaries, variable interest entities and variable interest entities’ subsidiaries (collectively referred to as the ‘‘Group’’) is primarily engaged in the sale of upscale brand products including handbags, watches, jewelry and other premium lifestyle products through its own internet platforms and offline experience centers. Secoo also offers its website as a marketplace to third party merchants to facilitate their sales of upscale products and services. The Group’s principal operations and geographic markets are mainly in the People’s Republic of China (‘‘PRC’’ or “China”). The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, variable interest entities and variable interest entities’ subsidiaries. Variable interest entities The Group operates its website in the PRC through Beijing Secoo Trading Ltd. (“Beijing Secoo”), a limited liability company established under the laws of the PRC on April 30, 2009, and Beijing Wo Mai Wo Pai Auction Co., Ltd (‘‘Beijing Auction’’), a limited liability company established under the laws of the PRC on September 15, 2014. Beijing Secoo holds the necessary PRC operating licenses for the online business, and Beijing Auction holds the necessary PRC operating license for the auction business. The equity interests of Beijing Secoo and Beijing Auction (collectively referred to as the ‘‘VIEs’’) are legally held by individuals who act as nominee equity holders of the VIEs on behalf of Kutianxia (Beijing) Information Technology Ltd. (“Kutianxia”), the Company’s indirectly wholly-owned subsidiary in the PRC. Beijing Secoo entered into a series of contractual agreements with Kutianxia and its legal shareholders, including Powers of Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements, and an Exclusive Option to Purchase Intellectual Properties Agreement (collectively, the “Beijing Secoo VIE Agreements”). Beijing Auction entered into a series of contractual agreements with Kutianxia and its legal shareholders, including Powers of Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements and Loan Agreements (collectively, the “Beijing Auction VIE Agreements’’, and together with the Beijing Secoo VIE Agreements, the “VIE Agreements”). Pursuant to the VIE Agreements, the Group, through Kutianxia, is able to exercise effective control over, bears the risks of, enjoys substantially all of the economic benefits of VIEs, and has an exclusive option to purchase all or part of the equity interests in VIEs when and to the extent permitted by PRC law at the minimum price possible. The Company’s management concluded that Beijing Secoo and Beijing Auction are variable interest entities of the Group and Kutianxia is the primary beneficiary of Beijing Secoo and Beijing Auction. As such, the financial statements of the VIEs are included in the consolidated financial statements of the Company. The principal terms of the agreements entered into among the VIEs, their nominee equity holders and Kutianxia, the primary beneficiary, are further described below. · Powers of Attorney Kutianxia and each of the shareholders of Beijing Secoo entered into a Powers of Attorney. Pursuant to the Powers of Attorney, the shareholders of Beijing Secoo irrevocably appointed Kutianxia as their attorney-in-fact to exercise all shareholder rights, including, but not limited to, participation in the shareholders’ meeting, appointing or removing directors, executive officers and senior management, disposing of all or part of the shareholder’s equity interests in Beijing Secoo, casting shareholder’s vote on matters requiring shareholders’ approval and doing all other acts in the capacity of shareholder as permitted by Beijing Secoo’s Memorandum and Articles of Association. In addition, Kutianxia has a right to assign its rights and benefits under the Powers of Attorney to any other parties without an advance notice to the shareholders of Beijing Secoo. The Powers of Attorney shall continue in force and be irrevocable as long as the shareholders of Beijing Secoo remain as the registered legal shareholders of Beijing Secoo. The Powers of Attorney between Kutianxia and the shareholders of Beijing Auction contains the same terms as those described above. The Powers of Attorney will be in effect for as long as the shareholders of Beijing Auction hold any equity interests in Beijing Auction. · Exclusive Business Cooperation Agreement Kutianxia and Beijing Secoo entered into an Exclusive Business Cooperation Agreement, whereby Kutianxia is appointed as the exclusive service provider for the provision of business support, technology and consulting services to Beijing Secoo. Unless a written consent is given by Kutianxia, Beijing Secoo is not allowed to engage a third party to provide such services, while Kutianxia is able to designate another party to render such services to Beijing Secoo. Beijing Secoo shall pay Kutianxia on a quarterly basis a service fee, which shall be an amount that is determined by Kutianxia based on the amount of services provided, and the market value for those services, and Kutianxia has the sole discretion to adjust the basis of calculation of the service fee amount according to service provided to Beijing Secoo. Kutianxia owns the exclusive intellectual property rights, whether created by Kutianxia or Beijing Secoo, as a result of the performance of the Exclusive Business Cooperation Agreement. The Exclusive Business Cooperation Agreement has an initial term of ten years and can be indefinitely extended at the sole discretion of Kutianxia. Beijing Secoo is not permitted to terminate the agreement except if Kutianxia commits gross negligence or fraud. The Exclusive Business Cooperation Agreement between Kutianxia and Beijing Auction contains the same terms as those described above, except that Beijing Auction shall pay Kutianxia a monthly service fee determined at the sole discretion of Kutianxia on the basis of the scope and complexity of the work, the experience of staff personnel and their time spent and the market price of such work. The Exclusive Business Cooperation Agreement will be in effect for an unlimited term, unless terminated in writing by Kutianxia, or the Exclusive Business Cooperation Agreement shall be terminated as of the expiration date of the business term of either Kutianxia or Beijing Auction if the renewal of the business term of the respective companies is not approved by the relevant government authorities. Beijing Auction is not permitted to terminate the Exclusive Business Cooperation Agreement. · Equity Pledge Agreement An Equity Pledge Agreement was entered into by and among Kutianxia, Beijing Secoo and the shareholders of Beijing Secoo. To guarantee payment from Beijing Secoo for services rendered pursuant to the Exclusive Business Cooperation Agreement, the shareholders of Beijing Secoo pledged their respective shares in Beijing Secoo under the Equity Pledge Agreement to Kutianxia as collateral for Beijing Secoo’s service fee payment. In the event Beijing Secoo fails to pay Kutianxia its service fee, Kutianxia will have the right to sell the pledged shares and apply the proceeds received to pay any outstanding service fees due by Beijing Secoo to Kutianxia. The shareholders of Beijing Secoo agree that, during the term of the Equity Pledge Agreement, they will not dispose of the pledged shares or create or allow any encumbrance on the pledged shares, and they also agree that Kutianxia’s rights relating to the equity pledges shall not be prejudiced by any legal actions of the shareholders of Beijing Secoo, their successors or their designees. The equity pledges have been registered with the relevant registration authority and became effective and enforceable since registration. During the term of the Equity Pledge Agreement, Kutianxia is entitled to receive dividends attributable to the pledged Beijing Secoo shares. The Equity Pledge Agreement has a term of ten years which shall be automatically extended corresponding to the extension of the Exclusive Business Cooperation Agreement. The Equity Pledge Agreement shall be terminated as and when the Exclusive Business Cooperation Agreement terminates. Pursuant to the Equity Pledge Agreement entered into among Kutianxia, Beijing Auction, and the nominee shareholders, the shareholders of Beijing Auction pledge all of their equity interests in Beijing Auction to guarantee their and Beijng Auction’s performance of their obligations under the contractual arrangements including, but not limited to, the Exclusive Business Cooperation Agreement, Exclusive Option to Purchase Agreement, Loan Agreement and Powers of Attorney. If Beijing Auction or its shareholders breach their contractual obligations under these agreements, Kutianxia, as pledgee, will have the right to dispose of the pledged equity interests of Beijing Auction. The shareholders of Beijng Auction agree that, during the term of the Equity Pledge Agreement, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Kutianxia, and they also agree that Kutianxia’s rights relating to the pledged equity interests shall not be prejudiced by the legal actions of the shareholders, their successors or their designees. The shareholders of Beijing Auction shall subscribe for additional equity in Beijing Auction only upon the written consent of Kutianxia and the additional equity shall thereon deemed to be pledged equity interests subject to the terms of the Equity Pledge Agreement. During the term of the Equity Pledge Agreement, Kutianxia has the right to receive all of the dividends and profits distributed on the pledged equity interests. In the event of liquidation of Beijing Auction, any distribution from the liquidation proceeds of Beijing Auction received by the shareholders of Beijing Auction shall be deposited into an account designated by Kutianxia and subject to the supervision of Kutianxia or the funds in the account shall be unconditionally transferred to Kutianxia to the extent permitted by PRC law. The Equity Pledge Agreement became effective and enforceable on the date when the pledge of equity interests were registered with the relevant office of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law and remain effective until Beijing Auction and its shareholders discharge all their obligations under the Equity Pledge Agreement. Kutianxia has a right to terminate the Agreement if Beijing Auction or its shareholders have any material breach of the terms of the Agreement, and may assign its rights and obligations under the Beijing Auction Agreements to any designated parties. Beijing Auction, and its shareholders shall not have any right to terminate the Agreement. · Exclusive Option to Purchase Agreement Each of the shareholders of Beijing Secoo entered into an Exclusive Option to Purchase Agreement with Kutianxia and Beijing Secoo, pursuant to which the shareholders of Beijing Secoo granted Kutianxia or its designated person an irrevocable and exclusive option to purchase, at its discretion and to the extent permitted under the PRC law, all or part of the shareholders’ equity interests in Beijing Secoo at the minimum price that the PRC law permits at the time unless a valuation of the shares is required by the PRC law. Beijing Secoo and its shareholders agree that without the prior written consent of Kutianxia, they will not undertake any acts which may adversely affect the interests and rights of Kutianxia in Beijing Secoo. The shareholders of Beijing Secoo commit that without the prior written consent of Kutianxia, they will not sell, pledge or dispose of their equity interests in Beijing Secoo to any other parties. Beijing Secoo commits that without the prior written consent of Kutianxia, it will not increase or decrease its registered capital, amend its Articles of Association, sell, pledge, dispose of or permit a lien to be created on its assets, commit to any debts or liabilities not arising in the ordinary course of business, grant any loans or credit to any person, enter into any material contracts not in the ordinary course of business, enter into any investments, business acquisitions or combinations, dissolving Beijing Secoo, or distribute dividends to the shareholders. Beijing Secoo and its shareholders shall appoint those individuals recommended by Kutianxia as directors of the company. Beijing Secoo shall provide operating and financial information to Kutianxia at the request of Kutianxia and ensure the continuance of the business. The Exclusive Option to Purchase Agreement has an initial term of ten years and can be extended indefinitely at the discretion of Kutianxia. The Exclusive Option to Purchase Agreement entered into among Kutianxia, Beijing Auction and its nominee shareholders contains the same terms as those described above, except that the purchase price for the equity interests shall equal the amount that the shareholders contributed to Beijing Auction as its registered capital or a pro-rata amount if only portion of the equity interests is purchased, or the minimum price permitted by applicable PRC law, whichever is higher. The Exclusive Option to Purchase Agreement will remain effective until all equity interests in Beijing Auction held by its shareholders are transferred or assigned to Kutianxia or its designees. The shareholders of Beijing Auction shall not have any right to terminate the Exclusive Option to Purchase Agreement. · Exclusive Option to Purchase Intellectual Properties Agreement Kutianxia and Beijing Secoo entered into an Exclusive Option to Purchase Intellectual Properties Agreement, pursuant to which Beijing Secoo granted to Kutianxia or its designees an exclusive and irrevocable right to purchase, to the extent permitted by the PRC law, a list of specified intellectual properties at any time Kutianxia would desire. The intellectual properties comprise domain names, copyright of the design or content of the websites, trademarks owned by Beijing Secoo and all intellectual properties purchased or developed by Beijing Secoo during the term of the Exclusive Option to Purchase Intellectual Properties Agreement, including but not limited to trademarks, trademark applications, patents, patent applications, software copyright, domain names, websites and technology knowhow. The Exclusive Option to Purchase Intellectual Properties Agreement has a term of ten years and is renewable at the option of Kutianxia for another ten years. · Loan Agreements Loan Agreements were entered into between Kutianxia and each of the shareholders of Beijing Auction. Under these Loan Agreements, Kutianxia made interest-free loans in an aggregate amount of RMB1 million to the shareholders of Beijing Auction exclusively for the purpose of the initial capitalization and the subsequent financial needs of Beijing Auction. The loans shall be repaid in full if the shareholders of Beijing Auction cease to be employees of Kutianxia, Beijing Auction or their affiliates; and can only be repaid with the proceeds derived from the sale of all of the equity interests in Beijing Auction to Kutianxia or its designated representatives pursuant to the Exclusive Option to Purchase Agreements. The term of the loans is ten years from the date of the Loan Agreements and may be extended upon mutual written consent of Kutianxia and the shareholders of Beijing Auction. The revenue producing assets that are held by the VIEs primarily comprise of network equipment, purchased software and the website. Substantially all of such assets are recognized in the Company’s consolidated financial statements, except for certain internally developed software, which were not recorded on the Company’s consolidated balance sheets as they do not meet all the capitalization criteria. The VIEs also have assembled work force for sales, marketing and operations. Risks in relation to the VIE structure In the opinion of the Company’s management, the contractual arrangements have resulted in Kutianxia having the power to direct activities that most significantly impact the VIEs and the VIEs’ subsidiaries, including appointing key management, setting up operating policies, exerting financial controls and transferring profit or assets out of the VIEs and the VIEs’ subsidiaries at its discretion. Kutianxia considers that it has the right to receive all the benefits and assets of the VIEs and the VIEs’ subsidiaries. As the VIEs and the VIEs’ subsidiaries were established as limited liability companies under the PRC law, their creditors do not have recourse to the general credit of Kutianxia for the liabilities of the VIEs and VIEs’ subsidiaries, and Kutianxia does not have the obligation to assume the liabilities of the VIEs and VIEs’ subsidiaries. The Group has determined that the VIE agreements are in compliance with PRC laws and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce the VIE Agreements; and if the shareholders of the VIEs were to reduce their interest in the Group, their interests may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual terms. The Group’s ability to control the VIEs and the VIEs’ subsidiaries also depends on the rights provided to Kutianxia under the Powers of Attorney to vote on all matters requiring shareholders’ approval in the respective VIEs. As noted above, the Group believes these Powers of Attorney are legally enforceable but yet they may not be as effective as direct equity ownership. In addition, if the corporate structure of the Group or the contractual arrangements between Kutianxia, the VIEs and their respective shareholders were found to be in violation of any existing PRC laws and regulations, the relevant PRC regulatory authorities could: · revoke the Group’s business and operating licenses; · require the Group to discontinue or restrict its operations; · restrict the Group’s right to collect revenues; · block the Group’s websites; · require the Group to restructure the operations, re-apply for the necessary licenses or relocate its businesses, staff and assets; · impose additional conditions or requirements with which the Group may not be able to comply; or · take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. The imposition of any of the above restrictions or actions may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these restrictions causes the Group to lose the right to direct the activities of the VIEs and the VIEs’ subsidiaries or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and the VIEs’ subsidiaries. The Group believes the likelihood to lose the Group’s current ownership structure or the contractual arrangements with the VIEs and the VIEs’ subsidiaries is remote based on the current facts and circumstances. The equity interests of VIEs are legally held by Mr. Richard Rixue Li and Ms. Zhaohui Huang as nominee equity holders on behalf of the Group. Mr. Richard Rixue Li and Ms. Zhaohui Huang are also directors of the Group. Mr. Richard Rixue Li and Ms. Zhaohui Huang each holds 87.6% and 0.4% of the total voting rights of the Company as of December 31, 2018, respectively, assuming the exercise of all outstanding options held by Mr. Richard Rixue Li and Ms. Zhaohui Huang as of such date. The Group cannot assure that when conflicts of interest arise, either of the nominee equity holders will act in the best interests of the Group or such conflicts will be resolved in the Group's favor. Currently, the Group does not have any arrangements to address potential conflicts of interest between the nominee equity holders and the Group, except that Kutianxia could exercise the purchase option under the exclusive option agreement with the nominee equity holders to request them to transfer all of their equity ownership in VIEs to a PRC entity or individual designated by the Group. The Group relies on the nominee equity holders, who are both the Group's directors and who owe a fiduciary duty to the Group, to comply with the terms and conditions of the contractual arrangements. Such fiduciary duty requires directors to act in good faith and in the best interests of the Group and not to use their positions for personal gains. If the Company cannot resolve any conflict of interest or dispute between the Group and the nominee equity holders of VIEs, the Group would have to rely on legal proceedings, which could result in disruption of the Group's business and subject the Group to substantial uncertainty as to the outcome of any such legal proceedings. There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently there is no contractual arrangement that could require the Group to provide additional financial support to the VIEs. The following consolidated assets and liabilities information of the Group’s VIEs and VIEs’ subsidiaries as of December 31, 2017 and 2018, and consolidated operating results and cash flows information for the years ended December 31, 2016, 2017 and 2018, have been included in the accompanying consolidated financial statements: As of December 31, 2017 2018 RMB RMB Cash 116,222 543,525 Accounts receivable 54,093 119,563 Inventories 1,178,507 1,661,056 Advances to suppliers 4,815 329,741 Prepayments and other current assets 15,463 103,056 Amounts due from related parties 20 12,898 Total current assets 1,369,120 2,769,839 Restricted cash — 2,800 Investment in equity investee — 2,859 Property and equipment, net 28,941 41,758 Intangible Assets, net — 12,267 Goodwill — 20,413 Other non-current assets 3,500 5,188 Deferred tax assets 18,654 35,029 Total assets 1,420,215 2,890,153 Short-term borrowings and current portion of long-term borrowings 177,274 134,324 Accounts payable 262,576 384,280 Amount due to the Company and subsidiaries* 531,867 1,882,797 Amount due to related parties 2,451 1,561 Advances from customers 67,604 63,684 Accrued expenses and other current liabilities 313,574 278,160 Deferred revenue 12,051 62,372 Total current liabilities 1,367,397 2,807,178 Long-term borrowings, excluding current portion 124,324 — Long-term liabilities — 14,240 Total liabilities 1,491,721 2,821,418 * Amounts due to the Company and subsidiaries represent the amounts due to Secoo Holding Limited and its subsidiaries, which are eliminated upon consolidation. For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Total revenues 2,378,837 3,504,055 4,996,168 Net (loss)/income (10,160) 169,851 103,438 Net cash used in operating activities (98,799) (19,779) (714,718) Net cash used in investing activities (5,845) (11,996) (38,342) Net cash provided by financing activities 55,000 101,599 1,183,163 Net (decrease)/ increase in Cash, restricted cash (49,644) 69,824 430,103 Cash and restricted cash at the beginning of the year 96,042 46,398 116,222 Cash and restricted cash at the end of the year 46,398 116,222 546,325 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (''U.S. GAAP''). (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs for which the Company or its subsidiary is the primary beneficiary and the VIEs’ subsidiaries. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All intercompany transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. (c) Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, the standalone selling prices of performance obligations of revenue contracts, sales returns, fair value of put option, useful life of long-lived assets, recoverability of the carrying value of goodwill, the purchase price allocation and fair value of noncontrolling interests with respect to business combinations, inventory write-downs for excess and obsolete inventories, realization of deferred income tax assets, share-based compensation , fair value of convertible note and warrant, and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. (d) Foreign Currency The Group’s reporting currency is Renminbi (‘‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the British Virgin Islands (‘‘BVI’’), United States of America and Hong Kong Special Administrative Region (‘‘HK’’ or “Hong Kong”) is the United States dollars (‘‘US$’’). The functional currency of the Group’s entity incorporated in Italy and Malaysia is the Euro dollars and the Ringgit Malaysia, respectively. The functional currency of the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries is the RMB. Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (losses)/gains in the Consolidated Statements of Comprehensive Income (Loss). The financial statements of the non-PRC Group’s entities are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in the current periods are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulting foreign currency translation adjustments are recorded as a component of other comprehensive income or loss in the Consolidated Statements of Comprehensive Income (Loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss in the Consolidated Statements of Shareholders’ Equity. (e) Convenience Translation Translations of balances in the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2018 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.8755, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2018, or at any other rate. (f) Commitments and Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (g) Cash and Time Deposits Cash consists of cash on hand, cash at bank and time deposits, which have original maturities of three months or less and are readily convertible to known amounts of cash. Time deposit represents demand deposits placed with banks with original maturities of more than three months but less than one year. (h) Restricted Cash Restricted cash is an amount of cash deposited with a bank in conjunction with a borrowing from the bank and letter of guarantee. Restriction on the use of such cash and the interest earned thereon is imposed by the bank and remains effective throughout the term of the bank borrowing. The cash restricted for use longer than one year is classified as non-current assets in the Consolidated Balance Sheets. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). According to the ASU, the amounts generally described as restricted cash are included with cash when reconciling the beginning-of-period and end-of-period total amounts shown on the Consolidated statements of Cash Flows using a retrospective transition method to each period. As a result of the adoption of ASU 2016-18, the Consolidated statement of Cash Flows was retrospectively adjusted by excluding the increase of restricted cash of nil and RMB492 from cash flows from operating activities, and the decrease of nil and RMB23,714 from cash flows from financing activities for the year ended December 31, 2016 and December 31, 2017. (i) Investment in equity security The Company’s investment in equity security includes equity security with readily determinable fair values. Equity security with readily determinable fair values is measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. On January 1, 2018, the Company adopted new financial instruments accounting standard ASU No. 2016-01, which requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The new standard also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby investment will be carried at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. With the adoption of the new standard, the Company recorded the changes in fair value for investment in equity security measured at fair value in the Consolidated Statements of Comprehensive Income (Loss). The adoption of new standard did not impact retained earnings as of January 1, 2018. (j) Accounts Receivable Accounts receivable mainly represent amounts due from customers and installment payment by end customers with payment period within one year. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. No allowance for accounts receivable was provided as of December 31, 2017 and 2018 as the Company believes that it is probable the accounts receivable will be fully collected. (k) Inventories Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value. The cost of inventory is determined using the identified cost of the specific item. Inventory is written down for damaged goods and slow-moving merchandise, which is dependent upon factors such as historical and forecasted consumer demand, and the sales promotion. When appropriate, write downs to inventory are recorded to write down the cost of inventories to their net realizable value. Write downs are recorded in cost of revenues in the Consolidated Statements of Comprehensive Income (Loss). (l) Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value (estimated at 5% of cost) over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3-5 years Transportation equipment 4 years Office equipment 3-5 years Leasehold improvement Shorter of 5 years or lease term Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Comprehensive Income (Loss). (m) Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies. The Group applies the equity method of accounting to account for an equity investment, according to ASC 323 “Investment—Equity Method and Joint Ventures”, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in Other income/(expenses) in the Consolidated Statements of Comprehensive Income (Loss). The Group continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. (n) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. (o) Impairment of Long-lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2016, 2017 and 2018. (p) Value Added Taxes The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of second-hand merchandise purchased from individual vendors is subject to VAT at the concession rate of 2% or 3% depending on the sales term. Revenue from sales of brand new merchandise purchased from entities is generally subject to VAT at the rate of 17% prior to May 1, 2018 and 16% since May 1, 2018. Service revenue is subject to VAT at the rate of 6%. The VAT balance is recorded in Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheets. (q) Fair Value Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Short-term financial assets and liabilities of the Group primarily consist of cash, time deposits, restricted cash, investment in equity security, accounts receivable, advances to suppliers, prepayments and other current assets, short-term borrowings, accounts payable, amount due to Founder, advance from customers, accrued expenses and other current liabilities. As of December 31, 2017 and 2018, except for investment in equity security and put option within the prepayments and other current assets account, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments. The Group reports investment in equity security at fair value and discloses the fair value of the investment based on level 1 in Note 4. The Group reports put option at fair value and discloses the fair value of the investment based on level 3 in Note 4. Long-term financial asset of the Group is restricted cash recognized in non-current assets. As of December 31, 2017 and 2018, the carrying values of restricted cash recognized in non-current assets approximated to their fair values as the interest rates approximate the rates in the market. Long-term financial liabilities of the Group is long-term loans and convertible note. As of December 31, 2017 and 2018, the carrying values of long-term loans approximated to their fair values as the interest rates of the Group’s long-term loans approximate the rates currently offered by the banks for similar loans. The convertible note was initially recognized based on the relative fair value of the convertible note and warrant and subsequently measured at amortized cost using effective interest rate. The estimated fair values of the convertible note based on a market approach were approximately US$190,122 (equivalent to RMB1,307,184) as of December 31, 2018, respectively, and represents a Level 3 valuation in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). When determining the estimated fair value of the convertible note, the Company used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. The fair value of the bifurcated derivative from convertible note was nil as of December 31, 2018. (r) Revenue Revenues are generated primarily from merchandise sales, marketplace services and other services. Periods prior to January 1, 2018 Prior to January 1, 2018, revenues are recognized when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Sales allowances for returns, which reduce revenues, are estimated based on historical experience. Revenues are recorded net of value-added taxes, business taxes and surcharges. In accordance with ASC 605‑45, Revenue Recognition: Principal Agent Considerations , the Group considers several factors in determining whether it acts as the principal or as an agent in the arrangement of merchandise sales and provision of various related services and thus whether it is appropriate to record the revenue and the related cost of sales on a gross basis or record the net amount earned as service fees. Merchandise Sales The Group generates revenues mainly from merchandise sales when the Group acts as principal for the sales of brand products to end customers online through its own internet platforms and offline at the offline experience centers. Online sales include sales through the Company’s online shopping mall, flash sales, auction and overseas sales. The Group is considered as a principal for the following reasons: (1) The Group is the primary obligor and is responsible for the acceptability of the products and the fulfillment of the delivery services; (2) The Group is responsible to compensate end customers if the products are counterfeit or defective goods; (3) The Group is also responsible for the loyalty program benefits offered in conjunction with the merchandise sales to the buyers; (4) The Group has latitude in establishing selling prices and selecting suppliers; (5) The Group assumes credit risks on receivables; and (6) The Group has legal ownership of the inventory and has significant inventory risks even for those inventory with payment deferred until the following month after the inventory is sold as it has physical loss risk after acceptance of all the goods purchased from suppliers. Accordingly, the Group considers itself as the principal in the arrangement with the end customers and records revenue earned from merchandise sales on a gross basis. With respect to proceeds from merchandise sales, before determining the timing of revenue recognition, the Group allocates proceeds from merchandise sales among sales of the products and customer loyalty program benefits based on relative fair value of each deliverable. Proceeds allocated to sales of goods are recognized as merchandise sales upon acceptance of delivery of products by buyers. Proceeds allocated to customer loyalty program benefits are recorded as deferred revenues. The Group collects cash from end customers before or upon deliveries of products mainly through banks, third party online payment platforms or delivery companies. Cash collected from end customers before product delivery is recognized as advances from customers. Marketplace and other services Service revenues include marketplace service revenue and other services revenue through the internet platform. Marketplace service revenue refers to the commission fee earned by the Group when the Group acts as an agent for sales of vendors’ goods and lifestyle services. Vendor’s goods can be sold through auction or online ordering and lifestyle services can be sold through online ordering. In addition, the other services revenue primarily consists of 1) advertising service revenue, and 2) service fees from the provision of repair and maintenance services to products such as handbags and watches. With respect to the marketplace service revenue, the Group does not have general inventory risk or latitude in establishing prices. Accordingly, the Group records the net amount as marketplace service fees earned. The Group recognizes other service revenue when the services are rendered. The Group recognizes marketplace service revenue at the time that the Group has provided the service and is entitled to payment. Period commencing January 1, 2018 Since the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) starting from January 1, 2018, the Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties. The adoption of new revenue standard did not impact retained earnings as of January 1, 2018. The Group has updated significant accounting policies and relevant disclosures hereinafter. To achieve that core principle, the Group applies the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Group allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Revenue recognition policies for each type of revenue steam are as follows: Merchandise Sales The Group presents the revenue generated from its sales of merchandise on a gross basis as the Group has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Group also assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to consumers. Consideration from merchandise sales is recorded net of value-added tax, discounts and return allowances. Return allowances which reduce revenue, are estimated based utilizing the most likely amount method based on historical data and updated at the end of each reporting period. With respect to considerations from merchandise sales, the Group allocates proceeds from merchandise sales among sales of the products, customer loyalty program benefits and coupons with material rights based on relative standalone selling price. Proceeds allocated to sales of goods are recognized as revenue from merchandise sales when the receipt of merchandise is confirmed by the customer, which is the point that the control of the merchandise is transferred to the customer. Proceeds allocated to customer loyalty program benefits and coupons are recorded as Deferred revenues. The Group utilizes delivery service providers to deliver products to its consumers ("shipping activities") but the delivery service is not considered as a separate obligation as the shipping activities are performed before the consumers obtain control of the products. Therefore, shipping activities are not considered a separate promised service to the consumers but rather are activities to fulfill the Group's promise to transfer the products and are recorded as fulfillment expenses. Marketplace and other services With respect to the marketplace service revenue, the Group does not consider it controls the products before they are transferred to the customer or have the ability to direct the use of the goods and obtain substantially all of their benefits. The Group bears no physical and general inventory risk and has no discretion in establishing price, so it has determined that revenue from its sales of products under these arrangements are marketplace service fees in nature. Revenue is recognized when the Group has fulfilled its selling performance obligations on behalf of the principal in the transaction, which is when the products are accepted by the customer. The Group recognizes other service revenue when the services are rendered. Contract balances The timing of revenue recognition, billings and cash collections result in accounts receivable and contract liability (i.e. deferred revenue). Accounts receivable are recognized in the period when the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in the combined statements of cash flows. The Group collects cash from end customers before or upon deliveries of products mainly through banks, third party online payment platforms or delivery companies. The cash collected from the customer before the Company has transferred products or provided services, is initially recorded in Deferred revenue (a contract liability) in the Consolidated Balance Sheets and subsequently recognized as revenue when the receipt of merchandise is confirmed by the customers, which is the point that the control of the merchandise is transferred to the customer. Advance from customers Under marketplace revenue, the Group collects full amount from end customers and only records the net commission fee as revenue at the point of customer acceptance. The amounts that the Group collected in excess of the net commission fee are recorded under Advance from customers account in the Group’s Consolidated Balance Sheets. (s) Customer Loyalty Program Customers earn loyalty program points from qualified purchases from the Group. The loyalty program points may be redeemed and applied for payment for future purchases from the Group. The loyalty program points would be expired on December 31 of the following year after they are awarded, and are redeemable for a maximum of 30% on the customers' future purchase amounts. Loyalty program points are considered a separate performance obligation in a merchandise sales arrangement. A portion of the sales price is allocated to this revenue generating unit using its relative standalone selling price, and such amount is accounted for as Deferred revenue in the Consolidated Balance Sheets. Deferred revenue is recognized as merchandise revenue at the time the customer redeems the loyalty program points in a future purchase, or when the Group is legally released from its obligation. The Company estimates the value of the future redemption patterns, including an estimate of the breakage for points that members will never redeem. The Company reviews the estimated value of points at least annually based upon the latest available information regarding redemption and expiration patterns. The Group gives out coupons in promotion events or at the time a customer signs up as a registered member. Customers may enjoy certain discount or price reduction on a future purchase from the Group upon satisfying the conditions stipulated in such coupons. The coupons granted can be categorized into 1) coupons granted concurrent with a revenue transaction and 2) coupons granted not concurrent with a revenue transaction. When the coupon is granted concurrent with a revenue transaction, the Group determine whether the coupon represents a material right of the current transaction. If the coupon represents a material right, the transaction price is allocated between merchandise sale and the coupon based on the estimated standalone selling price taking into consideration the coupon’s forfeiture rate. If the coupon does not represent a material right, it is recognized as a reduction of revenue when they are applied in the future sales. When the coupon is not granted concurrent with a revenue transaction, the Company assesses whether the coupons were granted in exchange for a distinct service at fair value. The amount of coupons with material rights recognized as Deferred revenue were insignificant as of December 31, 2017 a |
Concentration and Risk
Concentration and Risk | 12 Months Ended |
Dec. 31, 2018 | |
Concentration and Risk | |
Concentration and Risk | 3. Concentration and Risk Concentration of customers and suppliers There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2016, 2017 and 2018. Concentration of credit risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash, restricted cash and accounts receivable. As of December 31, 2017 and 2018, substantial all of the Group’s cash and restricted cash were held by reputable financial institutions located in the PRC and Hong Kong which management believes are of high credit quality and financially sound based on public available information. The majority of the customers are required to pay in full before or upon taking delivery of the merchandise either through the online payment processing financial institutions or companies or the Group’s appointed cash collection delivery companies. To a lesser extent, a portion of the customers pay by installments within a period from 3 to 12 months. Accounts receivable are receivables from the customers and installment receivable from end customers. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on these collection agents and customers and its ongoing monitoring process of their outstanding balances. Although accounts receivable are generally unsecured, the Group considers the credit risk of accounts receivable is low. Currency risk The Group’s operational transactions and its assets and liabilities are primarily denominated in RMB, which is not freely convertible into foreign currencies. The Group’s cash denominated in RMB are subject to such government controls and amounted to RMB166,076 and RMB526,009 as of December 31, 2017 and 2018. The value of the RMB is subject to changes in the central government policies and international economic and political developments that affect the supply and demand of RMB in the foreign exchange market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the ''PBOC''). Remittances from China in currencies other than RMB by the Group must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to effect the remittance. Interest rate risk The Group’s short-term borrowings and long-term borrowing bear interests at fixed rates. If the Group were to renew these loans, the Group might be subject to interest rate risk. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurement | |
Fair Value Measurement | 4. Fair Value Measurement Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company measured its investment in equity security, put option and contingent consideration at fair value on a recurring basis as of December 31, 2018. Investment in equity security includes the investments that was traded publicly in the open market and were valued based on the quoted market price and were classified as Level 1. The put option represents the put option granted by the selling shareholder of a Singapore listed company associated with the Company’s investment in the equity security of the Singapore listed company in 2018. The fair value of the financial instrument is included in the prepayments and other current assets in the Company’s Consolidated Balance Sheets. Pursuant to the option agreement, the Company has the right to request the grantor to repurchase all of the Company’s equity investments of this Singapore listed company (see note 6) at the original purchase price, plus annualized interest of 7.5%. The put option is measured at fair value. In April 17, 2019, the Company exercised the put option. The contingent consideration liability for the acquisition of Wang Pok (see note 5) is classified within Level 3 as the fair value is measured based on the inputs linked to the achievement of the performance targets that are unobservable in the market. Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair value at December 31, Description 2018 Level 1 Level 2 Level 3 Investment in equity security (note 6) 26,032 26,032 — — Put option (note 4) 7,898 — — 7,898 Contingent consideration (note 5) (15,869) — — (15,869) The following table provides additional information about the reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs (level 3). Put option Contingent consideration Balance as of December 31, 2017 — — Initial recognition 5,496 (15,974) Earnings for the period 2,402 105 Balance as of December 31, 2018 7,898 (15,869) The put option was valued using the Black-Scholes pricing model at the reporting date. The calculation was based on the exercise price, annual risk free rate of 5.25%, dividend yield of 0% and volatility of 41.0%. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures its property and equipment, intangible assets, goodwill and investment in equity investees, at fair value on a non-recurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. No such impairment was recognized in the years ended December 31, 2016, 2017 and 2018. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition | |
Business Acquisition | 5. Business Acquisition In 2018, the Company acquired 51% equity interest of Beijing Xuri Travel (“Xuri”) and 100% equity interest of Beijing Guanda Travel (“Guanda”). Both entities are engaged in inbound and outbound tourism business. The total considerations for these two acquisitions amounted to RMB3,400, which was paid in cash during 2018. In October 2018, The Company entered into a share purchase agreement to acquire 51% equity interest of Wang Pok Timepieces Limited (“Wang Pok”). The total consideration is HKD25,500 (equivalent to RMB22,636). Wang Pok engages in trading of watches and accessories. The consideration will be payable by the instalments as: (i) first payment totaling HKD2,550 (equivalent to RMB2,264) upon the closing of acquisition; (ii) 3-year instalments up to HKD22,950(equivalent to RMB20,372), which are subject to achievement of future financial performance targets of the Wang Pok indicated in the share purchase agreement. As of acquisition dare, the total fair value of the considerations for this acquisition amounted to RMB18,238, of which RMB2,264 was paid in 2018, and contingent consideration with a fair value amounting to RMB15,974 which is recorded at RMB3,686 and RMB12,288 in Accrued expenses and other current liabilities and Long-term liabilities in the Consolidated Balance Sheets, respectively. All the three acquisitions were using the acquisition method of accounting. Accordingly, the acquired assets and liabilities acquired were recorded at their fair value at the date of acquisition. The purchase price allocation was based on a valuation analysis that utilized and considered generally accepted valuation methodologies such as the income, market and cost approach. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determine discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. Subsequent to the date of the Wang Pok acquisition, the Company re-measured the estimated fair values of the contingent consideration at each reporting date. For the year ended December 31, 2018, the Company recorded nil in changes in fair value of contingent consideration in the Company's Consolidated Statements of Comprehensive Income (Loss) as a result of the Company's re-measurement of the estimated fair value of the contingent consideration at the reporting date. The Group engaged a third-party valuation firm to assist with the valuation of assets acquired and liabilities assumed in this business combination. The excess of the total cash consideration , fair value of contingent consideration plus the fair value of non-controlling interest over the fair value of the net identifiable assets acquired was recorded as goodwill which is not amortized and not tax deductible. The Company recorded RMB20,413 of goodwill from the above business acquisitions. The acquisitions were not material to the consolidated financial statements for the year ended December 31, 2018, as such pro forma results of operations are not presented. Goodwill resulted from the above acquisition was assigned to one single reporting unit. |
Investment in equity security
Investment in equity security | 12 Months Ended |
Dec. 31, 2018 | |
Investment in equity security | |
Investment in equity security | 6. Investment in equity security In March 2018, the Company subscribed for 8,000,000 of the ordinary shares of a Singapore listed company for a total consideration of approximately USD5,000 (equivalent to RMB31,393) upon its initial public offering. The Company accounted for the investment in equity security at fair value with subsequent fair value changes recorded in Consolidated Statements of Comprehensive Income (Loss). The fair value of the investment is determined based on the closing market price for the shares at the end of each reporting period. The related unrealized loss recognized in 2018 was RMB511, and was included in Other income/(expenses) in the Consolidated Statements of Comprehensive Income (Loss). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventories | |
Inventories | 7. Inventories As of December 31, 2017 and 2018, inventories represented products, of which amounting to RMB250,889, were pledged to a domestic bank for bank loans (see note 12 and note 13). |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepayments and Other Current Assets | |
Prepayments and Other Current Assets | 8. Prepayments and Other Current Assets As of December 31, 2017 2018 RMB RMB Receivable from third-party payment platform — 59,137 Deposits 6,275 16,282 Prepaid expense 3,888 21,454 Subsidy receivable — 6,922 Staff advances 3,560 5,332 Others 9,220 24,424 Prepayments and Other Current Assets 22,943 133,551 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, net | |
Property and Equipment, net | 9. Property and Equipment, net As of December 31, 2017 2018 RMB RMB Electronic equipment 32,324 56,000 Transportation equipment 4,625 5,327 Office equipment 9,493 10,459 Leasehold improvements 40,092 44,036 Total Property and Equipment 86,534 115,822 Less: Accumulated depreciation (45,741) (59,124) Total Property and Equipment, net 40,793 56,698 Depreciation expenses were RMB13,388, RMB13,424 and RMB18,233 for the years ended December 31, 2016, 2017 and 2018, respectively. As of December 31, 2017 and 2018, property and equipment amounting to RMB11,753 and RMB14,122, respectively, were pledged to a domestic bank for bank loans (see note 12 and note 13). |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets, net | |
Intangible assets, net | 10. Intangible assets, net Intangible assets mainly consists of customer relationship. Customer relationship is generated from business combination in 2018, representing the customer lists of the subsidiary. Customer relationship is recorded at fair value at acquisition date, and amortized on a straight-line basis over the estimated useful life of 6 years. Management reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in a manner similar to that for property and equipment. No impairment losses related to intangible assets were recognized in the year ended December 31, 2018. Net definite-lived intangible assets at December 31, 2018 consists of the following: Gross Net Estimated Carrying Accumulated Carrying Useful Amount Amortization Amount Life RMB RMB RMB Year Customer relationship 12,617 (350) 12,267 6 Amortization expenses for intangible assets were RMB350 for the year ended December 31, 2018. As of December 31, 2018, amortization expenses related to the intangible assets for future periods are estimated to be as follows: For the Year Ending December 31, 2019 2020 2021 2022 2023 and thereafter RMB RMB RMB RMB RMB Amortization expenses 2,100 2,100 2,100 2,100 3,867 |
Other Non-current Assets
Other Non-current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Non-current Assets | |
Other Non-current Assets | 11. Other Non-current Assets As of December 31, 2017 2018 RMB RMB Rental and other deposits 3,955 3,217 Other prepayments 3,955 12,950 Others 175 2,863 Other Non-current Assets 8,085 19,030 |
Short-term Borrowings and Curre
Short-term Borrowings and Current Portion of Long-term Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Borrowings and Current Portion of Long-term Borrowings | |
Short-term Borrowings and Current Portion of Long-term Borrowings | 12. Short-term Borrowings and Current Portion of Long-term Borrowings As of December 31, 2017 2018 RMB RMB Bank loans 100,000 130,000 Other borrowings 66,209 — Current portion of long-term borrowings (Note 13) 11,065 4,324 177,274 134,324 In May 2017, the subsidiary entered into an amendment to the facility agreement with SPD Silicon Valley Bank Co., Ltd (“SPD”). Pursuant to the amendment, the facility in the amount of RMB50,000 was extended for one year with an interest rate of 7.35% per annum and matured in May 2018. In May 2018, the subsidiary repaid RMB50,000 under this facility, and concurrently entered into an amended facility agreement with SPD to extend the facility to August 2018. In August 2018, the subsidiary repaid RMB50,000 under this facility, and concurrently entered into an amended facility agreement with SPD to extend the facility for one year. In addition, RMB250,899 of inventories and RMB14,122 of equipment in 2018 compared to RMB250,899 of inventories and RMB11,753 of equipment in 2017 were pledged to SPD as collateral and a guarantee provided by the Company’s wholly-owned subsidiary in HK and the Company. Both of the original facility and amended facility agreements contain certain financial and nonfinancial covenants. As of December 31, 2017 and 2018, the Group met the financial covenants. As of December 31, 2017 and 2018, the outstanding balances of the short-term of the facilities were both RMB50,000. In May 2017, a subsidiary of the Company's VIE entered into a short-term borrowing agreement to borrow RMB45,000 from a non-financial institution at an interest rate of 9.35% per annum. The borrowing is payable in five monthly instalments starting in May 2017. The borrowing is guaranteed by the Company's VIE. In August 2017, the agreement was extended to 2018. During 2017, RMB14,000 was repaid and RMB31,000 was outstanding as of December 31, 2017. The remaining balance was paid off in April 2018. In December 2017, a subsidiary of the Group entered into loan agreement with Shanghai Pudong Development Bank Co., Ltd. to finance its working capital. The loan amounts was RMB50,000 with an interest rate of 4.35% per annum and a maturity term of one year. A restricted cash deposit of RMB55,214 was deposited to the bank for this borrowing. The loan was repaid in December 2018 and the cash deposit amounting to RMB55,214 became unrestricted following the loan settlement. During 2017, one of the Group’s subsidiaries entered into an agreement with third party non-financial institution that permits the subsidiary to borrow short-term borrowings at the interest rates from 9% to 10%. For the year ended December 31, 2017, the Company borrowed RMB78,409 under this agreement, among which, RMB35,209 was outstanding as of December 31, 2017 with the accounts receivable of RMB35,209 pledged to the third party as collateral. In February 2018, the subsidiary repaid RMB35,209. During 2018, the subsidiary entered into two more agreements with the third party non-financial institution that permits the subsidiary to borrow short-term borrowings at the interest rates of 10%. The subsidiary received RMB15,000 and RMB20,410 in June 2018 and August 2018, respectively. The accounts receivables of RMB15,000 and RMB20,410 were pledged to the third party as collaterals, the subsidiary repaid this borrowing in August 2018 and October 2018, respectively. No balance is outstanding as of December 31, 2018. In December 2018, a subsidiary of the Group entered into loan agreement with Shanghai Pudong Development Bank Co., Ltd. and borrowed RMB80,000 with an interest rate of 4.35% per annum, a maturing term of one year. A restricted cash deposit of RMB89,222 was deposited to the bank for this borrowing. |
Long-term Borrowings, excluding
Long-term Borrowings, excluding Current Portion | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Borrowings, excluding Current Portion | |
Long-term Borrowings, excluding Current Portion | 13. Long-term Borrowings, excluding Current Portion As of December 31, 2017 2018 RMB RMB Convertible note — 1,151,560 Long-term loans 135,389 4,324 Less: current portion (Note 12) (11,065) (4,324) 124,324 1,151,560 Convertible note In August 8, 2018, the Company signed the convertible note and warrant subscription agreement (the “Agreement”) with Great World Lux Pte. Ltd, pursuant to which the Company issued US$175 million convertible note (the "Note") and warrant to Great World Lux Pte. Ltd on August 8, 2018. The Note bears interest of 4% per annum, payable annually, and will mature on August 8, 2021 ("maturity date") unless redeemed, repurchased or converted prior to such date. The Note is convertible at the option of the holders at any time during the conversion period, which is defined as the period starting from the first anniversary of the issue date to the maturity Date. The conversion rate of the Note is US$26 per Class A shares, representing an initial conversion rate of 38.46 Class A Shares per US$1,000 principal amount of the Note, subject to the adjustments as described in the agreement. The holders may require the Company to repurchase all or portion of the Notes for cash on August 8, 2021, or upon a fundamental change (the “contingent put option upon fundamental change”), at a repurchase price equal to 1) the outstanding principal amount, plus 2) accrued and unpaid interest, and plus 3) an additional amount that shall, provide the holder an internal rate of return of 8%. Additionally, pursuant to the agreement, if the EBITDA (as defined in the agreement) of the Company for the financial year ended on December 31, 2018, as determined based on the audited consolidated financial statements of the Company, is lower than US$40 million, the holder have the right to require the Company to repurchase all or portion of the Notes for cash at a repurchase price to provide the holder an internal rate of return of 12% (the “contingent put option upon performance failure”). As of December 31, 2018, the Company's EBITDA (as defined in the agreement) exceeded the US$40 million requirement. Pursuant to the Agreement, the holder of the warrant is entitled to purchase from the Company 500,000 ADS at an exercise price of US$18 per ADS. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses public entities that issue warrants, convertible debt or convertible preferred stock that contain down round features. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company has early adopted ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. ASU 2017-11 no longer requires the Company to consider down round features when determining whether its warrant and embedded conversion option is indexed to its own stock. The Company assessed the accounting on the convertible Note and the warrant under ASC 815 and concluded that: · The warrant is freestanding financial instrument as it is legally detachable and separately exercisable. Further, the warrant is indexed to the Company’s own stock, and can only be settled by the physical delivery of shares, and no conditions exist in which net cash settlement could be forced upon the Company by August 8, 2021 in any other circumstances, therefore the warrant is equity classified; · The embedded contingent put option upon fundamental change is clearly and closely related to the debt host contract and does not need to be separately account for. · The embedded contingent put option upon performance failure is not clearly and closely related to the debt host contract and needs to be separately accounted for. · The embedded conversion feature is indexed to the Company’s own stock, and can only be settled by the physical delivery of shares, and no conditions exist in which net cash settlement could be forced upon the Company by August 8, 2021 in any other circumstances, therefore the conversion feature does not need to be separately accounted for. The proceeds of US$175,000 (equivalent to RMB1,195,478), net of issuance cost of US$300 (equivalent to RMB1,833), was allocated to the Note and the warrant based on the relative fair value as of August 8, 2018. Accordingly, the Company recorded the warrant of US$1,201 (RMB8,208). The Company considered that the possibility of performance failure is zero, therefore the fair value of the contingent put option upon the performance failure is nil on August 8, 2018. The Company measured the effective conversion price of the Note using its carrying value on August 8, 2018, and compared to the fair value of the Company’s common stock on that date. As the effective conversion price of the convertible note of US$25.82 is below the fair value of the Company’s common stock of US$26.78, the Company recognized a beneficial conversion feature of US$6,451 (RMB44,072). The issuance cost was amortized as interest expense using the effective interest rate method through the maturity date of the Note. As of December 31, 2018, the principal amount was US$175,000 (equivalent to RMB1,201,060), unamortized debt discount and issuance cost was US$7,212 (equivalent to RMB49,500), and net carrying amount was US$167,788 (equivalent to RMB1,151,560). The effective interest rate was 9.45% for the Note. For the year ended December 31, 2018, the Company recognized interest expenses related to the Note of RMB43,090. As of December 31, 2018, since the Company has met the EBITDA (as defined in the agreement) target, the fair value of the contingent put option upon the performance failure is zero. Long term loans Pursuant to the amended agreement with SPD stated in note 12, a subsidiary of the Group drew down RMB20,000 with a monthly payment from August 2017 to May 2019 at an interest rate of 6.75%. During 2017 and 2018, RMB4,611 and RMB 11,065 were repaid, respectively. As of December 31, 2017 and 2018, the subsidiary met the financial covenants . As of December 31, 2017, the outstanding balances of current portion and non-current portion of the facility were RMB11,065 and RMB4,324, respectively. As of December 31, 2018, the outstanding balances of current portion and non-current portion of the facility were RMB4,324 and nil, respectively. In November 2017, a subsidiary of the Group entered into borrowing agreement with National Trust Co., Ltd (“NTC”) to finance its working capital. The facility amount was RMB150,000 with an interest rate of 3.38% per annum and a maturity term of two and a half years. A restricted cash deposits of RMB123,800 pledged by the subsidiary in Xiamen International Bank, which was a consignor of NTC in the borrowing agreement. As of December 31, 2017, the subsidiary received RMB120,000 from NTC for this borrowing. The remaining amount of the borrowing was received by the subsidiary in January 2018. In September 2018, the subsidiary repaid RMB150,000 and the cash deposits of RMB123,800 became unrestricted following the loan settlement. As of December 31, 2018, the future principal payments for the Group's long-term borrowings, including long-term loans and the convertible note will be due according to the following payment schedule: Principal amounts RMB 2019 4,324 2020 — 2021 1,201,060 Total 1,205,384 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 14. Accrued Expenses and Other Current Liabilities As of December 31, 2017 2018 RMB RMB Interest payable (i) — 38,171 Accrual for salary, bonus and employee benefits 69,203 33,549 Advertising fees payable 45,859 55,574 Taxes payable 169,524 116,454 Office expenses 12,821 17,819 Deposits from merchants 12,789 17,522 Payables to noncontrolling shareholders — 7,208 Others (ii) 33,740 66,417 Accrued Expenses and Other Current Liabilities 343,936 352,714 (i)The balance mainly include the interest payable of convertible note (see Note 13). (ii)Others mainly consist of professional fees payable, delivery cost payable and rent payable. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax | |
Income Tax | 15. Income Tax a) Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. A two-tiered profits tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the Hong Kong subsidiary to the Company is not subject to withholding tax in Hong Kong. PRC The Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries are subject to the PRC Corporate Income Tax Law (''CIT Law'') and are taxed at the statutory income tax rate of 25%. The CIT Law also provides that an enterprise established under the laws of a foreign country or region but whose ''de facto management body'' is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the CIT Law define the location of the ''de facto management body'' as ''the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located.'' Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside the PRC should be considered a resident enterprise for PRC tax purposes. The components of (loss)/income before income taxes are as follows: For the year ended December 31, 2016 2017 2018 RMB RMB RMB The Cayman Islands (11,880) (14,109) (42,287) Hong Kong (16,629) 14,951 59,675 PRC, excluding Hong Kong (15,864) 103,864 178,551 Other (200) (2,822) 335 (44,573) 101,884 196,274 The EIT Law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC for earnings generated beginning January 1, 2008. Undistributed earnings generated prior to January 1, 2008 are exempt from withholding tax. As of December 31, 2018, the Company has not provided deferred tax liability on undistributed earnings of RMB111,689 generated by its PRC consolidated entities, as the Company plans to reinvest these earnings indefinitely in the PRC. The unrecognized deferred income tax liability related to these earnings was RMB11,169. The current and deferred portions of income tax expenses (benefits) included in the Consolidated Statements of Comprehensive Income (Loss), which were attributable to the Group’s PRC subsidiaries and VIE entities, are as follows: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Current tax expenses — 12,456 48,019 Deferred tax benefits — (43,981) (7,291) Income tax (benefits)/expenses — (31,525) 40,728 Reconciliation of the differences between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2016, 2017 and 2018 are as follows: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Statutory income tax rate 25 % 25 % 25 % Increase (decrease) in effective income tax rate resulting from Entities not subject to income tax (6.66) % 3.46 % 5.39 % Tax rate differential (3.19) % (1.17) % (2.60) % Share-based compensation (0.56) % 11.31 % 3.01 % Non-deductive expense without tax invoice 6.72 % 13.02 % 0.76 % R&D surplus deduction — — (7.78) % Others (1.50) % 1.89 % (5.50) % Change in valuation allowance (19.81) % (84.45) % 2.47 % Effective tax rate 0 % (30.94) % 20.75 % b) Deferred tax assets As of December 31, 2017 2018 RMB RMB Payroll and other accrued expenses 9,460 — Inventory write-down 1,569 3,648 Net operating loss carry forwards 45,284 61,086 Advertisement expenses 2,667 1,135 Deferred revenue — 5,196 Less: Valuation allowance (14,999) (19,851) Total deferred tax assets 43,981 51,214 In assessing the recoverability of its deferred tax assets, the Group considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Group considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Group's deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. As of December 31, 2016, the Group incurred accumulated net operating losses. The management believes that it is more likely than not that the accumulated net operating losses and other deferred tax assets will not be utilized in the foreseeable future. Accordingly, the Group has provided full valuation allowance for the deferred tax assets as of December 31, 2016. The Group made profit for the year ended December 31, 2017 and 2018. As of December 31, 2017 and 2018, the valuation allowance of RMB14,999 and RMB19,851 was provided for the Company and some subsidiaries. For those entities, management believes that it is more likely than not that the accumulated net operating losses of those entities will not be utilized in the foreseeable future. As of December 31, 2018, the Group had net operating loss carry forwards of approximately RMB166 attributable to the Hong Kong subsidiary, RMB262 attributable to the American subsidiary, RMB2,072 attributable to the Malaysia subsidiary, RMB1,332 attributable to the Italian subsidiary and of approximately RMB216,064 attributable to the PRC subsidiaries, VIEs and VIEs’ subsidiaries. The loss carried forward by the Hong Kong, American, Malaysia and Italian subsidiaries can be carried forward to net against future taxable income without a time limit; while the loss carried forward by the PRC companies will expire during the period from year 2019 to year 2023. The changes in valuation allowance for the years ended December 31, 2016, 2017 and 2018 are as follows: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Balance at the beginning of the year 92,204 101,036 14,999 Additions 8,832 2,842 10,875 Reversals — (88,879) (6,023) Balance at the end of the year 101,036 14,999 19,851 According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company’s PRC subsidiaries, consolidated VIEs, and the subsidiaries of the VIEs for the years from 2014 to 2018 are open to examination by the PRC tax authorities. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Convertible Preferred Shares | |
Redeemable Convertible Preferred Shares | 16. Redeemable Convertible Preferred Shares Redeemable convertible preferred shares consist of the following: Series A-1 Series A-2 Series B Series C Series D Series E Preferred Preferred Preferred Preferred Preferred Preferred Shares Shares Shares Shares Shares Shares Total Balance as of January 1, 2016 52,517 57,904 155,106 118,535 306,098 389,779 1,079,939 Redemption value accretion 78,608 90,231 127,746 71,359 111,684 116,114 595,742 Foreign currency translation adjustment 3,594 3,962 10,603 8,093 20,901 26,618 73,771 Balance as of December 31, 2016 134,719 152,097 293,455 197,987 438,683 532,511 1,749,452 Redemption value accretion 26,356 29,619 60,289 40,164 57,988 (11,737) 202,679 Foreign currency translation adjustment (7,651) (8,632) (16,763) (11,297) (24,341) (28,178) (96,862) Conversion of preferred shares to ordinary shares (153,424) (173,084) (336,981) (226,854) (472,330) (492,596) (1,855,269) Balance as of December 31, 2017 and 2018 — — — — — — — On September 23, 2011, the Company entered into a shares purchase agreement with certain investors, pursuant to which 1,250,000 Redeemable Convertible Series A-1 Preferred Shares (''Series A-1 Preferred Shares'') and 1,250,000 Redeemable Convertible Series A-2 Preferred Shares (''Series A-2 Preferred Shares'') were issued on September 23, 2011, and 178,572 Series A-2 Preferred Shares were issued on February 7, 2012 for an aggregated consideration of US$2,000 (equivalent of RMB13,153). On September 23, 2011, the Company also issued certain Convertible Promissory Notes (''Convertible Promissory Notes'') amounting to US$3,333 (equivalent of RMB20,973), which were subsequently converted into Redeemable Convertible Series B Preferred Shares upon the issuance of the Redeemable Convertible Series B Preferred Shares in March 2012. On February 28, 2012, the Company entered into a shares purchase agreement with certain investors, pursuant to which a total of 2,380,952 Redeemable Convertible Series B Preferred Shares (''Series B Preferred Shares'') were issued partly for an aggregated cash consideration of US$6,666 (equivalent of RMB41,946) and partly through the conversion of the Convertible Promissory Notes between March 4, 2012 to March 29, 2012. On July 9, 2013, the Company entered into a shares purchase agreement with certain investors and pursuant to the agreement, on July 11, 2013, the Company issued 1,571,973 Redeemable Convertible Series C Preferred Shares (''Series C Preferred Shares'') for an aggregated consideration of US$11,404 (equivalent of RMB70,462). On July 2, 2014, the Company entered into a shares purchase agreement with certain investors and pursuant to the agreement, on July 11, 2014, the Company issued 3,178,652 Redeemable Convertible Series D Preferred Shares (''Series D Preferred Shares'', together with Series C Preferred Shares, Series B Preferred Shares, Series A-1 Preferred Shares and Series A-2 Preferred Shares, ''Preferred Shares'') for an aggregated consideration of US$35,000 (equivalent of RMB215,863). On July 7, 2015, the Company entered into a shares purchase agreement with certain investors and Pingan eCommerce Limited Partnership (''Ping An'') and pursuant to the agreement, the Company issued 2,925,658 Redeemable Convertible Series E Preferred Shares (''Series E Preferred Shares'') for an aggregated consideration of US$55,000 (equivalent of RMB342,880). The Group had classified the Preferred Shares as mezzanine equity in the Consolidated Balance Sheets since they were contingently redeemable at the option of the holders after a specified time period. The Group had determined that conversion and redemption features embedded in the Preferred Shares were not required to be bifurcated and accounted for as a derivative, as the economic characteristics and risks of the embedded conversion and redemption features were clearly and closely related to that of the Preferred Shares. The Preferred Shares were not readily convertible into cash as there is not a market mechanism in place for trading of the Company's shares. The Group had determined that there was no beneficial conversion feature attributable to any of the Preferred Shares because the initial effective conversion prices of these Preferred Shares were higher than the fair value of the Company's ordinary shares at the relevant commitment dates. In addition, the carrying values of the Preferred Shares were accreted from the share issuance dates to the redemption value on the earliest redemption dates. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit. The rights, preferences and privileges of the Preferred Shares were as follows: Redemption Rights At any time commencing on a date specified in the agreement of the Preferred Shares (the ''Redemption Start Date''), holders of more than 50% of the then outstanding Series A-1, A-2, B , D and E Preferred Shares and 75% of the Series C Preferred Shares may request a redemption of the Preferred Shares of such series. In addition, prior to the Redemption Start Date but following the occurrence of certain early redemption events, holders of more than 50% of the Series D Preferred Shares or Ping An may request a redemption. On receipt of a redemption request from the holders, the Company shall redeem all or part, as requested, of the outstanding Preferred Shares of such series. The Redemption Start Date was originally July 2, 2016 for Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, which was subsequently modified on July 8, 2015 to July 8, 2017.The Redemption Start Date was July 8, 2017 for Series E Preferred Shares. In April 2017, the Redemption Start Date for all of the Preferred Shares was extended to May 10, 2018. If any holder of any series of Preferred Shares exercises its redemption right, any holder of other series of Preferred Shares shall have the right to exercise the redemption of its series at the same time. The price at which each Preferred Share shall be redeemed shall equal to the higher of (i) and (ii) below: i. The original Preferred Shares issue price for such series plus R% interest per annum (calculated from the issuance dates of the respective series of Preferred Shares), and declared but unpaid dividends, where R is 8 for Series C, Series B, Series A-1 and Series A-2 Preferred Shares and 15 for Series D and Series E Preferred Shares. ii. The fair market value of the relevant series of Preferred Shares on the date of redemption. The Group accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the Preferred Shares using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. Conversion Rights Each Preferred Share is convertible, at the option of the holder, at any time after the date of issuance of such Preferred Shares according to a conversion ratio, subject to adjustments for dilution, including but not limited to stock splits, stock dividends and capitalization and certain other events. Each Preferred Share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The conversion price of each Preferred Share is the same as its original issuance price and no adjustments to conversion price have occurred. At December 31, 2015 and 2016, each Preferred Share is convertible into one ordinary share. Each Preferred Share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price upon (i) closing of a Qualified Initial Public Offering (''Qualified IPO'') or (ii) the written approval of the holders of a majority of each series of Preferred Shares (calculated and voting separately in their respective single class on an as-converted basis), and particularly for the Series C Preferred Shares, approval by the holders of more than 75% of the Series C Preferred Shares. Prior to the Series E Preferred Shares issuance on July 8, 2015, a ''Qualified IPO'' was defined as an initial public offering with net offering proceeds no less than US$61,500 and implied market capitalization of the Company of no less than US$410,000 prior to such initial public offering. Upon the issuance of the Series E Preferred Shares, the net offering proceeds and market capitalization criteria for a ''Qualified IPO'' was increased to US$130,000 and US$550,000 respectively. Voting Rights Each Preferred Share shall be entitled to that number of votes corresponding to the number of ordinary shares on an as-converted basis. Preferred Shares shall vote separately as a class with respect to certain specified matters. Otherwise, the holders of Preferred Shares and ordinary shares shall vote together as a single class. Dividend Rights Series A-1 Preferred Shares and Series A-2 Preferred Shares were originally entitled to receive a like amount of dividends before any dividend is paid on ordinary shares. After a modification on the rights of the preferred shares effective from February 28, 2012, Preferred Shares holders are entitled to receive dividends if declared by the Board of Directors, in an amount equal to 10% of the original preferred share issue price of the respective series of Preferred Shares per annum accruing cumulative from the issuance date of the respective Preferred Shares. The remaining undistributed earnings of the Company after full payment of the above amounts on the Preferred Shares, shall be distributed on a pro rata basis to the holders of ordinary shares and Preferred Shares on an as-converted basis. Liquidation Preferences In the event of any liquidation including deemed liquidation, dissolution or winding up of the Company, holders of the Preferred Shares shall be entitled to receive a per share amount equal to 150% of the original preferred share issue price of the respective series of Preferred Shares, as adjusted for share dividends, share splits, combinations, recapitalizations or similar events, plus all accrued and declared but unpaid dividends thereon, in the sequence of Series E Preferred Shares, Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares and Series A-1 and Series A-2 Preferred Shares. After such liquidation amounts have been paid in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares, on an as-converted basis, together with the holders of the ordinary shares. The modifications of the rights, preferences and privileges of the Preferred Shares are not considered substantial, and are thus accounted for as a modification rather than an extinguishment of the Preferred Shares. Where there is a transfer of value between ordinary shareholders and Preferred Shares holders as a result of such modifications, the transfer of value is accounted for as deemed dividends, recorded as additions/reductions in accumulated deficit and reductions/additions in the Preferred Shares carrying amounts. All of the preference shares were converted to ordinary shares immediately upon the completion of the company’s initial public offering on September 22, 2017. Prior to their automatic conversion to ordinary shares upon the Company’s initial public offering on September 22, 2017, the preferred shares were entitled to certain preferences with respect to conversion, redemption, dividends and liquidation. The holders of preferred shares were entitled to vote together with the holders of ordinary shares on an as-if-converted basis, except for certain specified matters that preferred shares would be voted separately as a class. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Non-controlling Interest | |
Redeemable Non-controlling Interest | 17. Redeemable Non-controlling Interest For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Balance as of January 1 — 5,082 5,582 Capital contribution 5,000 — — (Loss) /gain (82) (298) 2,001 Accretion of redeemable non-controlling interest 164 798 — Foreign currency translation adjustment, net of nil income taxes — — 4 Balance as of December 31 5,082 5,582 7,587 In October of 2016, a third party investor acquired 15% of the equity interest of the Company's wholly owned PRC subsidiary at a consideration of RMB5,000. The newly issued shares could be redeemed by the non-controlling shareholder from the redemption start date (i.e. three years from the closing of the financing), the redemption value is equal to RMB5,000 plus 10% of interest and 15% of the net profit attributable to the PRC subsidiary if any for the period beginning October of 2016 to the date of redemption. The redeemable non-controlling interest was recorded outside of permanent equity on the Consolidated Balance Sheets and initially recorded at the carrying value of RMB5,000. The redeemable non-controlling interest is carried at the expected redemption value. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2018 | |
Ordinary Shares | |
Ordinary Shares | 18. Ordinary Shares On September 22, 2017, the Group completed its initial public offering of 4,250,000 Class A ordinary shares, at a public offering price of US$26 per share. The net proceeds received were US$100,844 (or RMB664,464). Concurrently upon the completion of the Company's IPO, the Company issued 769,231 and 384,615 Class A ordinary shares to Gold Ease Global Limited and YTL Cayman Limited, respectively, in a private placement at a price of US$26 per share. Proceeds from such issuance of ordinary shares were USD30,000 (or RMB197,697), Following the completion of the Group’s IPO, the Company's authorized share capital was reclassified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to twenty votes on all matters that are subject to shareholder vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right. The holders of the Group's ordinary shares are entitled to such dividends as may be declared by the board of directors subject to the Companies Law. As of December 31, 2018, all Class B ordinary shares were held by the Chairman and CEO of the Group. |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2018 | |
Share Repurchase Program | |
Share Repurchase Program | 19. Share Repurchase Program In November 2017, the Board of Directors of the Company approved a share repurchase program whereby the Company is authorized to repurchase its own Class A ordinary shares in the form of American Depositary Shares with an aggregate value of up to US$20,000 over the following 12 months. The share repurchases may be made on the open market at prevailing market prices and/or in negotiated transactions off the market from time to time as market conditions warrant in accordance with applicable laws and regulation. During the year ended December 31, 2017, the Company repurchased 359,595 shares for US$6,459 (RMB42,606) on the open market, at a weighted average price of US$17.96 per share. The Company accounts for repurchased ordinary shares under the cost method and includes such cost as a component of the shareholders’ equity. During the year ended December 31, 2018, the Company repurchased 157,859 shares for US$4,149 (RMB28,412) on the open market, at a weighted average price of US$26.28 per share. The Company accounts for repurchased ordinary shares under the cost method and includes such cost as a component of the shareholders |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation | |
Share-based Compensation | 20. Share-based Compensation (a) Restricted Ordinary Shares In May 2011, the Founders entered into an arrangement with other investors of the Company, whereby all of their 7,500,000 ordinary shares became restricted and subject to service vesting conditions. 25% of the restricted shares vested and were released from restriction after twelve months on May 26, 2012, and the remaining 75% of the restricted shares vested annually in equal instalments over the next three years. In addition, the restricted shares were subject to repurchase for cancellation by the Company upon termination of Mr. Richard Rixue Li’s employment. The repurchase price was the par value of the ordinary shares. Deferred share compensation was measured for the restricted shares using the estimated fair value of the Company’s ordinary shares of US$0.151 at the date of imposition of the restriction in May 2011, and was amortized to the Consolidated Statements of Comprehensive Income (Loss) on a straight line basis over the vesting term of 4 years. In March 2012, 198,413 of the restricted ordinary shares owned by the Founders were transferred to a consultant who provided services to the Company to facilitate the completion of Series B Redeemable Convertible Preferred Shares issuance which were cliff vested in full on the grant date and the compensation cost attributable to these shares was measured at fair value and recognized immediately as the preferred share issuance cost and a deduction in the preferred shares balance. The remaining 7,301,587 restricted ordinary shares owned by the Founders became subject to a revised four-year vesting restriction arrangement commencing from March 4, 2012, and the compensation cost for the restricted shares was amortized to the Consolidated Statements of Comprehensive Income (Loss) on a straight line basis over the new 4‑year vesting term from March 4, 2012. All the restricted ordinary shares were vested as of December 31, 2016. The amounts of stock compensation expense in relation to the restricted ordinary shares recognized in the years ended December 31, 2016, 2017 and 2018 were RMB249, nil and nil, respectively. (b) Stock Option Plan On December 31, 2014, the Company adopted the 2014 Stock Incentive Plan (''2014 Plan''). Under the 2014 Plan, the Company’s Board of Directors has approved that a maximum aggregate number of shares that may be issued pursuant to all awards granted under the 2014 Plan shall be 1,307,672 shares. Stock options granted to an employee under the 2014 Plan will vest only upon the Company completes a Qualified IPO and the employee renders service to the Company in accordance with a stipulated service schedule starting from the employee’s date of employment. Employees are generally subject to a four-year service schedule, under which an employee earns an entitlement to vest in 25% of his option grants at the end of each year of completed service. Prior to the Company completes a Qualified IPO, all stock options granted to an employee shall be forfeited at the time the employee terminates his employment with the Group. After the Company completes a Qualified IPO, vested options not exercised by an employee shall be forfeited three months after termination of employment of the employee. In addition, the employees who have been granted options irrevocably grant a power of attorney to the board of directors of the Company to exercise voting rights of the shares on their behalf. In 2017, the Company adopted a 2017 Employee Stock Incentive Plan (“2017 Plan”), which has replaced all of the 2014 Plan in its entirety. The awards granted and outstanding under the 2014 Plan has survived the termination of the 2014 Plan and remains effective and binding under the 2014 Plan. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2017 Plan is 1,307,672 Class A ordinary shares as of December 31, 2017 and 2018. Stock options granted to an employee under the 2017 Plan will vest upon the employee renders service to the Company in accordance with a stipulated service schedule starting from the employee's date of employment. Employees are generally subject to a four-year service schedule, under which an employee earns an entitlement to vest in 25% of his option grants at the end of each year of completed service. The following table sets forth the stock options activity for the years ended December 31, 2016, 2017 and 2018, respectively: Weighted Weighted average average Aggregate exercise remaining intrinsic Number of price contractual value shares US$ term 000'US$ Outstanding as of January 1, 2016 890,588 0.001 8.97 12,554 Granted 63,450 0.001 Exercised — Forfeited (220,282) 0.001 Expired — Outstanding as of December 31, 2016 733,756 0.001 7.98 14,384 Granted 670,201 0.001 Exercised — Forfeited (390,544) 0.001 Expired — Outstanding as of December 31, 2017 1,094,413 0.001 8.55 21,142 Granted 261,123 0.001 Exercised — Forfeited (119,663) 0.001 Expired — Outstanding as of December 31, 2018 1,235,873 0.001 7.85 22,416 Vested and expected to vest as of December 31, 2018 1,204,522 0.001 7.81 21,848 Exercisable as of December 31, 2018 853,541 0.001 7.26 15,482 Options granted to employees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with the following assumptions: 2016 2017 2018 Expected volatility 54.00%~55.00% 47.40%~50.00% 46.8%~49.6% Risk-free interest rate (per annum) 1.49%~1.78% 2.37%~2.40% 2.69%~2.87% Exercise multiple 2.2~2.8 2.2~2.8 2.2~2.8 Expected dividend yield 0% 0% 0% Expected term (in years) 10 10 10 Fair value of the underlying shares on the date of option grants (per share) US$15.020~16.987 US$14.379~21.573 US$16.919~20.979 The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Company’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in USD for a term consistent with the expected term of the Company’s options in effect at the option valuation date. The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely-accepted academic research publication. Expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares, and the Company does not anticipate any dividend payments in the foreseeable future. Expected term is the contract life of the option. The fair value of options granted to employees for the years ended December 31, 2016, 2017 and 2018 amounted to RMB6,888, RMB72,137 and RMB29,974 respectively. For the options granted to the employees before the Group’s IPO, the exercisability was dependent upon the Company’s IPO, and it was not probable that this performance condition could be achieved until the IPO was effective, no compensation expense relating to the options was recorded for the years ended December 31, 2016. The options granted to the employees after the Group’s IPO are subject to service conditions, for the years ended December 31, 2017 and 2018, the Company recognized RMB46,077 and RMB23,675 as share based compensation expenses relating to the stock option plan. As of December 31, 2018, RMB35,259 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 3.22 years. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Revenue | 21. Revenue The following table presents revenue disaggregation by types of products: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Merchandise sales Watches 863,382 1,122,756 1,772,466 Bags 691,474 837,516 797,700 Clothing, Footwear and Accessories 403,722 833,102 1,412,024 Jewelleries 531,533 703,216 856,110 Other products 76,761 184,205 406,146 Total merchandise sales 2,566,872 3,680,795 5,244,446 Marketplace and other services: Marketplace services 15,707 42,114 86,720 Other services 11,243 17,546 56,411 Total marketplace and other services: 26,950 59,660 143,131 Total revenues 2,593,822 3,740,455 5,387,577 The following summarizes the Group’s revenues from the following geographic areas: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Mainland China 2,379,062 3,435,661 4,816,463 Hong Kong 201,559 286,807 554,376 Others 13,201 17,987 16,738 Total revenues 2,593,822 3,740,455 5,387,577 The Group adopted ASC 606 Revenue from Contracts with Customers on January 1, 2018. The Company applied ASC 606 using the cumulative effect method — i.e. by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of accumulated deficit at January 1, 2018. The Company elects to apply this guidance retrospectively only to contracts that are not completed contracts as of January 1, 2018. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605 Revenue Recognition. The adoption of new revenue standard did not impact retained earnings as of January 1, 2018. The disclosure of the impact of adoption on the Consolidated Balance Sheets was as follows: Amounts without As of adoption of December 31, 2018 Adjustments ASC 606 Advance from customers 66,954 41,856 108,810 Deferred revenue 62,478 (39,279) 23,199 Accrued expenses and other liabilities 352,714 (2,577) 350,137 Changes in the Company’s Deferred revenue (contract liability) are presented in the following table for the year ended December 31, 2018: For the Year Ended December 31, 2018 Deferred revenue as of January 1, 2018 prior to adoption of ASC606 12,051 Reclassification of VAT payable to Accrued expenses and other liabilities as of January 1, 2018 as a result of adoption of ASC606 (562) Reclassification of Advance from customers, net of VAT as of January 1, 2018 as a result of adoption of ASC606 53,091 Cash received in advance, net of VAT 5,327,054 Revenue recognized from opening balance of Deferred revenue (64,580) Revenue recognized from Deferred revenue arising during current period (5,264,576) Deferred revenue as of December 31, 2018 62,478 The Group has elected the practical expedient not to disclose the information about remaining performance obligations which are part of contracts that have an original expected duration of one year or less. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2018 | |
Segment information | |
Segment information | 22. Segment information The following summarizes the Group's long-lived assets (including property and equipment, net, intangible assets, goodwill and other non-current assets) from the following geographic areas: As of December 31, 2017 2018 RMB RMB Mainland China 38,366 63,086 Hong Kong 1,629 37,542 Others 8,883 7,780 Total long-lived assets 48,878 108,408 |
Net (loss)_income per Share
Net (loss)/income per Share | 12 Months Ended |
Dec. 31, 2018 | |
Net (loss)/income per Share | |
Net (loss)/income per Share | 23. Net (loss)/income per Share The following table sets forth the basic and diluted net (loss)/income per share computation and provides a reconciliation of the numerator and denominator for the periods presented: For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Numerator: Net (loss)/income attributable to Secoo Holding Limited (44,453) 134,056 151,833 Accretion to redeemable non-controlling interest redemption value (164) (798) — Accretion to preferred share redemption value (595,742) (202,679) — Numerator for basic and diluted net (loss)/income per share calculation (640,359) (69,421) 151,833 Denominator: Weighted average number of ordinary shares 7,189,933 12,500,821 25,235,404 Denominator for basic net loss/income per share calculation 7,189,933 12,500,821 25,235,404 Adjustment for diluted options — — 947,518 Denominator for diluted net loss/income per share calculation 7,189,933 12,500,821 26,182,922 Net (loss)/income per ordinary share — Basic (89.06) (5.55) 6.02 — Diluted (89.06) (5.55) 5.80 The potentially dilutive securities that have not been included in the calculation of diluted net (loss)/income per share as their inclusion would be anti-dilutive are as follows: For the Year Ended December 31, 2016 2017 2018 Restricted shares and stock options 733,756 1,094,413 — Redeemable Convertible Preferred Shares 12,735,807 — — Convertible note and warrant — — 6,980,769 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 24. Commitments and Contingencies Commitments The Group leases its offices and facilities under non-cancelable operating lease agreements. Rental expenses were RMB35,788, RMB34,090 and RMB39,581 for the years ended December 31, 2016, 2017 and 2018, respectively. As of December 31, 2018, future minimum lease commitments, all under office and facilities non-cancelable operating lease agreements, were as follows: Office and facilities RMB 2019 33,740 2020 19,554 2021 12,507 2022 2,624 2023 402 Total 68,827 Except for those disclosed above, the Group did not have any significant capital or other commitments or guarantees as of December 31, 2017 and 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions | |
Related Party Transactions | 25. Related Party Transactions (a) Amount due from related parties During the years ended December 31, 2016, 2017 and 2018, the Group paid on behalf of Jiangxi Tiangong Hi Tech Co., Ltd.("Jiangxi Tiangong"), a related party that the Group’s subsidiary can exercise significant influence for nil, RMB287 and nil. Jiangxi Tiangong paid off RMB249 in 2017. The Group has amount due from Jiangxi Tiangong for nil, RMB38 and RMB35 as of December 31, 2016, 2017 and 2018, respectively. During the years ended December 31, 2016, 2017 and 2018, Yichun Chuaichuai Information Technology Co., Ltd ("Yichun Chuaichuai"), a related party that the Group's subsidiary can exercise significant influence, purchased products in the amount of nil, RMB1,712 and RMB9,636, respectively from the Group. Yichun Chuaichuai paid off nil, RMB1,712 and RMB4,420 in 2016, 2017 and 2018, respectively. The Group has amount due to Yichun Chuaichuai for nil, RMB1,173 and RMB352 as of December 31, 2016, 2017 and 2018, and has amount due from Yichun Chuaichuai for nil, nil and RMB11,124 as of December 31, 2016, 2017 and 2018. During the years ended December 31, 2016, 2017 and 2018, the Group paid on behalf of Yichun Guangyao Technology Co., Ltd ("Yichun Guangyao”), a related party that the Group's subsidiary can exercise significant influence for nil, nil and RMB2,100. During the years ended December 31, 2016, 2017 and 2018, the Group paid on behalf of Shikonglian (Beijing) Technology Co., Ltd (“Shikonglian”), a related party that the Group’s subsidiary can exercise significant influence for nil, nil and RMB25. (b) Amount due to related parties During the years ended December 31, 2016, 2017 and 2018, the Group borrowed nil, nil and nil, respectively from Mr. Richard Rixue Li, the Group’s chairman and chief exercise officer, to fund working capital, among which RMB320, RMB1,025 and RMB493 were repaid during the years ended December 31, 2016, 2017 and 2018, respectively. The Group has an amount due to Mr. Richard Rixue Li for RMB2,319, RMB1,294 and RMB801 as of December 31, 2016, 2017 and 2018, respectively. The amounts were unsecured, non-interest bearing and have no defined repayment term. During the years ended December 31, 2018, the Group borrowed RMB4,480 from Mr, Rimei Li, CEO of the Group’s subsidiary, to fund working capital, among which RMB 4,069 was repaid during the years ended December 31, 2018. The Group has an amount due to Mr. Rimei Li for RMB411 as of December 31, 2018. The amounts were unsecured, non-interest bearing and have no defined repayment term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (''U.S. GAAP''). |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs for which the Company or its subsidiary is the primary beneficiary and the VIEs’ subsidiaries. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All intercompany transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, the standalone selling prices of performance obligations of revenue contracts, sales returns, fair value of put option, useful life of long-lived assets, recoverability of the carrying value of goodwill, the purchase price allocation and fair value of noncontrolling interests with respect to business combinations, inventory write-downs for excess and obsolete inventories, realization of deferred income tax assets, share-based compensation , fair value of convertible note and warrant, and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. |
Foreign Currency | (d) Foreign Currency The Group’s reporting currency is Renminbi (‘‘RMB’’). The functional currency of the Company and the Group’s entities incorporated in the British Virgin Islands (‘‘BVI’’), United States of America and Hong Kong Special Administrative Region (‘‘HK’’ or “Hong Kong”) is the United States dollars (‘‘US$’’). The functional currency of the Group’s entity incorporated in Italy and Malaysia is the Euro dollars and the Ringgit Malaysia, respectively. The functional currency of the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries is the RMB. Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange (losses)/gains in the Consolidated Statements of Comprehensive Income (Loss). The financial statements of the non-PRC Group’s entities are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in the current periods are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulting foreign currency translation adjustments are recorded as a component of other comprehensive income or loss in the Consolidated Statements of Comprehensive Income (Loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss in the Consolidated Statements of Shareholders’ Equity. |
Convenience Translation | (e) Convenience Translation Translations of balances in the Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2018 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.8755, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2018. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2018, or at any other rate. |
Commitments and Contingencies | (f) Commitments and Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Cash and Time Deposits | (g) Cash and Time Deposits Cash consists of cash on hand, cash at bank and time deposits, which have original maturities of three months or less and are readily convertible to known amounts of cash. Time deposit represents demand deposits placed with banks with original maturities of more than three months but less than one year. |
Restricted Cash | (h) Restricted Cash Restricted cash is an amount of cash deposited with a bank in conjunction with a borrowing from the bank and letter of guarantee. Restriction on the use of such cash and the interest earned thereon is imposed by the bank and remains effective throughout the term of the bank borrowing. The cash restricted for use longer than one year is classified as non-current assets in the Consolidated Balance Sheets. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). According to the ASU, the amounts generally described as restricted cash are included with cash when reconciling the beginning-of-period and end-of-period total amounts shown on the Consolidated statements of Cash Flows using a retrospective transition method to each period. As a result of the adoption of ASU 2016-18, the Consolidated statement of Cash Flows was retrospectively adjusted by excluding the increase of restricted cash of nil and RMB492 from cash flows from operating activities, and the decrease of nil and RMB23,714 from cash flows from financing activities for the year ended December 31, 2016 and December 31, 2017. |
Investment in equity security | (i) Investment in equity security The Company’s investment in equity security includes equity security with readily determinable fair values. Equity security with readily determinable fair values is measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. On January 1, 2018, the Company adopted new financial instruments accounting standard ASU No. 2016-01, which requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. The new standard also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby investment will be carried at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. With the adoption of the new standard, the Company recorded the changes in fair value for investment in equity security measured at fair value in the Consolidated Statements of Comprehensive Income (Loss). The adoption of new standard did not impact retained earnings as of January 1, 2018. |
Accounts Receivable | (j) Accounts Receivable Accounts receivable mainly represent amounts due from customers and installment payment by end customers with payment period within one year. Accounts receivables are recorded net of an allowance for doubtful accounts, if any. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an accounts receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. No allowance for accounts receivable was provided as of December 31, 2017 and 2018 as the Company believes that it is probable the accounts receivable will be fully collected. |
Inventories | (k) Inventories Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value. The cost of inventory is determined using the identified cost of the specific item. Inventory is written down for damaged goods and slow-moving merchandise, which is dependent upon factors such as historical and forecasted consumer demand, and the sales promotion. When appropriate, write downs to inventory are recorded to write down the cost of inventories to their net realizable value. Write downs are recorded in cost of revenues in the Consolidated Statements of Comprehensive Income (Loss). |
Property and Equipment, net | (l) Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value (estimated at 5% of cost) over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3-5 years Transportation equipment 4 years Office equipment 3-5 years Leasehold improvement Shorter of 5 years or lease term Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Comprehensive Income (Loss). |
Investment in equity investees | (m) Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies. The Group applies the equity method of accounting to account for an equity investment, according to ASC 323 “Investment—Equity Method and Joint Ventures”, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in Other income/(expenses) in the Consolidated Statements of Comprehensive Income (Loss). The Group continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. |
Goodwill | (n) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. |
Impairment of Long-lived Assets | (o) Impairment of Long-lived Assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2016, 2017 and 2018. |
Value Added Taxes | (p) Value Added Taxes The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of second-hand merchandise purchased from individual vendors is subject to VAT at the concession rate of 2% or 3% depending on the sales term. Revenue from sales of brand new merchandise purchased from entities is generally subject to VAT at the rate of 17% prior to May 1, 2018 and 16% since May 1, 2018. Service revenue is subject to VAT at the rate of 6%. The VAT balance is recorded in Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheets. |
Fair Value | (q) Fair Value Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Short-term financial assets and liabilities of the Group primarily consist of cash, time deposits, restricted cash, investment in equity security, accounts receivable, advances to suppliers, prepayments and other current assets, short-term borrowings, accounts payable, amount due to Founder, advance from customers, accrued expenses and other current liabilities. As of December 31, 2017 and 2018, except for investment in equity security and put option within the prepayments and other current assets account, the carrying values of these financial instruments approximated to their fair values due to the short-term maturity of these instruments. The Group reports investment in equity security at fair value and discloses the fair value of the investment based on level 1 in Note 4. The Group reports put option at fair value and discloses the fair value of the investment based on level 3 in Note 4. Long-term financial asset of the Group is restricted cash recognized in non-current assets. As of December 31, 2017 and 2018, the carrying values of restricted cash recognized in non-current assets approximated to their fair values as the interest rates approximate the rates in the market. Long-term financial liabilities of the Group is long-term loans and convertible note. As of December 31, 2017 and 2018, the carrying values of long-term loans approximated to their fair values as the interest rates of the Group’s long-term loans approximate the rates currently offered by the banks for similar loans. The convertible note was initially recognized based on the relative fair value of the convertible note and warrant and subsequently measured at amortized cost using effective interest rate. The estimated fair values of the convertible note based on a market approach were approximately US$190,122 (equivalent to RMB1,307,184) as of December 31, 2018, respectively, and represents a Level 3 valuation in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). When determining the estimated fair value of the convertible note, the Company used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. The fair value of the bifurcated derivative from convertible note was nil as of December 31, 2018. |
Revenue | (r) Revenue Revenues are generated primarily from merchandise sales, marketplace services and other services. Periods prior to January 1, 2018 Prior to January 1, 2018, revenues are recognized when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Sales allowances for returns, which reduce revenues, are estimated based on historical experience. Revenues are recorded net of value-added taxes, business taxes and surcharges. In accordance with ASC 605‑45, Revenue Recognition: Principal Agent Considerations , the Group considers several factors in determining whether it acts as the principal or as an agent in the arrangement of merchandise sales and provision of various related services and thus whether it is appropriate to record the revenue and the related cost of sales on a gross basis or record the net amount earned as service fees. Merchandise Sales The Group generates revenues mainly from merchandise sales when the Group acts as principal for the sales of brand products to end customers online through its own internet platforms and offline at the offline experience centers. Online sales include sales through the Company’s online shopping mall, flash sales, auction and overseas sales. The Group is considered as a principal for the following reasons: (1) The Group is the primary obligor and is responsible for the acceptability of the products and the fulfillment of the delivery services; (2) The Group is responsible to compensate end customers if the products are counterfeit or defective goods; (3) The Group is also responsible for the loyalty program benefits offered in conjunction with the merchandise sales to the buyers; (4) The Group has latitude in establishing selling prices and selecting suppliers; (5) The Group assumes credit risks on receivables; and (6) The Group has legal ownership of the inventory and has significant inventory risks even for those inventory with payment deferred until the following month after the inventory is sold as it has physical loss risk after acceptance of all the goods purchased from suppliers. Accordingly, the Group considers itself as the principal in the arrangement with the end customers and records revenue earned from merchandise sales on a gross basis. With respect to proceeds from merchandise sales, before determining the timing of revenue recognition, the Group allocates proceeds from merchandise sales among sales of the products and customer loyalty program benefits based on relative fair value of each deliverable. Proceeds allocated to sales of goods are recognized as merchandise sales upon acceptance of delivery of products by buyers. Proceeds allocated to customer loyalty program benefits are recorded as deferred revenues. The Group collects cash from end customers before or upon deliveries of products mainly through banks, third party online payment platforms or delivery companies. Cash collected from end customers before product delivery is recognized as advances from customers. Marketplace and other services Service revenues include marketplace service revenue and other services revenue through the internet platform. Marketplace service revenue refers to the commission fee earned by the Group when the Group acts as an agent for sales of vendors’ goods and lifestyle services. Vendor’s goods can be sold through auction or online ordering and lifestyle services can be sold through online ordering. In addition, the other services revenue primarily consists of 1) advertising service revenue, and 2) service fees from the provision of repair and maintenance services to products such as handbags and watches. With respect to the marketplace service revenue, the Group does not have general inventory risk or latitude in establishing prices. Accordingly, the Group records the net amount as marketplace service fees earned. The Group recognizes other service revenue when the services are rendered. The Group recognizes marketplace service revenue at the time that the Group has provided the service and is entitled to payment. Period commencing January 1, 2018 Since the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) starting from January 1, 2018, the Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties. The adoption of new revenue standard did not impact retained earnings as of January 1, 2018. The Group has updated significant accounting policies and relevant disclosures hereinafter. To achieve that core principle, the Group applies the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Group allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Revenue recognition policies for each type of revenue steam are as follows: Merchandise Sales The Group presents the revenue generated from its sales of merchandise on a gross basis as the Group has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Group also assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to consumers. Consideration from merchandise sales is recorded net of value-added tax, discounts and return allowances. Return allowances which reduce revenue, are estimated based utilizing the most likely amount method based on historical data and updated at the end of each reporting period. With respect to considerations from merchandise sales, the Group allocates proceeds from merchandise sales among sales of the products, customer loyalty program benefits and coupons with material rights based on relative standalone selling price. Proceeds allocated to sales of goods are recognized as revenue from merchandise sales when the receipt of merchandise is confirmed by the customer, which is the point that the control of the merchandise is transferred to the customer. Proceeds allocated to customer loyalty program benefits and coupons are recorded as Deferred revenues. The Group utilizes delivery service providers to deliver products to its consumers ("shipping activities") but the delivery service is not considered as a separate obligation as the shipping activities are performed before the consumers obtain control of the products. Therefore, shipping activities are not considered a separate promised service to the consumers but rather are activities to fulfill the Group's promise to transfer the products and are recorded as fulfillment expenses. Marketplace and other services With respect to the marketplace service revenue, the Group does not consider it controls the products before they are transferred to the customer or have the ability to direct the use of the goods and obtain substantially all of their benefits. The Group bears no physical and general inventory risk and has no discretion in establishing price, so it has determined that revenue from its sales of products under these arrangements are marketplace service fees in nature. Revenue is recognized when the Group has fulfilled its selling performance obligations on behalf of the principal in the transaction, which is when the products are accepted by the customer. The Group recognizes other service revenue when the services are rendered. Contract balances The timing of revenue recognition, billings and cash collections result in accounts receivable and contract liability (i.e. deferred revenue). Accounts receivable are recognized in the period when the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in the combined statements of cash flows. The Group collects cash from end customers before or upon deliveries of products mainly through banks, third party online payment platforms or delivery companies. The cash collected from the customer before the Company has transferred products or provided services, is initially recorded in Deferred revenue (a contract liability) in the Consolidated Balance Sheets and subsequently recognized as revenue when the receipt of merchandise is confirmed by the customers, which is the point that the control of the merchandise is transferred to the customer. Advance from customers Under marketplace revenue, the Group collects full amount from end customers and only records the net commission fee as revenue at the point of customer acceptance. The amounts that the Group collected in excess of the net commission fee are recorded under Advance from customers account in the Group’s Consolidated Balance Sheets. |
Customer Loyalty Program | (s) Customer Loyalty Program Customers earn loyalty program points from qualified purchases from the Group. The loyalty program points may be redeemed and applied for payment for future purchases from the Group. The loyalty program points would be expired on December 31 of the following year after they are awarded, and are redeemable for a maximum of 30% on the customers' future purchase amounts. Loyalty program points are considered a separate performance obligation in a merchandise sales arrangement. A portion of the sales price is allocated to this revenue generating unit using its relative standalone selling price, and such amount is accounted for as Deferred revenue in the Consolidated Balance Sheets. Deferred revenue is recognized as merchandise revenue at the time the customer redeems the loyalty program points in a future purchase, or when the Group is legally released from its obligation. The Company estimates the value of the future redemption patterns, including an estimate of the breakage for points that members will never redeem. The Company reviews the estimated value of points at least annually based upon the latest available information regarding redemption and expiration patterns. The Group gives out coupons in promotion events or at the time a customer signs up as a registered member. Customers may enjoy certain discount or price reduction on a future purchase from the Group upon satisfying the conditions stipulated in such coupons. The coupons granted can be categorized into 1) coupons granted concurrent with a revenue transaction and 2) coupons granted not concurrent with a revenue transaction. When the coupon is granted concurrent with a revenue transaction, the Group determine whether the coupon represents a material right of the current transaction. If the coupon represents a material right, the transaction price is allocated between merchandise sale and the coupon based on the estimated standalone selling price taking into consideration the coupon’s forfeiture rate. If the coupon does not represent a material right, it is recognized as a reduction of revenue when they are applied in the future sales. When the coupon is not granted concurrent with a revenue transaction, the Company assesses whether the coupons were granted in exchange for a distinct service at fair value. The amount of coupons with material rights recognized as Deferred revenue were insignificant as of December 31, 2017 and 2018, respectively. |
Cost of Revenues | (t) Cost of Revenues Cost of revenues consists of cost of merchandise sold and inventory write-down, repair and maintenance staff payroll and related equipment depreciation. Payment processing, packaging material and product delivery costs are classified as fulfillment expenses in the Consolidated Statements of Comprehensive Income (Loss). |
Fulfillment Expenses | (u) Fulfillment Expenses Fulfillment expenses represent packaging material costs and those costs incurred in shipping and operating and staffing the Group’s fulfillment and customer service centers, including costs attributable to receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; collecting payments from customers and responding to inquiries from customers. Fulfillment expenses also include amounts payable to third parties that assist the Group in payment collections and product deliveries. Shipping costs included in fulfillment expenses were RMB28,206, RMB32,277 and RMB47,041 for the years ended December 31, 2016, 2017 and 2018, respectively. |
Marketing Expenses | (v) Marketing Expenses Marketing expenses mainly consist of advertising costs, promotion expenses, payroll and related expenses for personnel engaged in marketing activities. Advertising costs, which consist primarily of online and offline advertisements, are expensed when the services are received. The advertising expenses were RMB113,663, RMB111,154 and RMB191,501 for the years ended December 31, 2016, 2017 and 2018, respectively. |
Technology and Content Development Expenses | (w) Technology and Content Development Expenses Technology and content development expenses mainly consist of technology infrastructure expenses and payroll and related costs for employees involved in application development, category expansion, editorial content production and system support, as well as costs associated with computation, storage and telecommunication infrastructures. Technology and content development expenses which include software development costs are expensed as incurred, as the costs qualifying for capitalization have been immaterial. |
General and Administrative Expenses | (x) General and Administrative Expenses General and administrative expenses mainly consist of payroll and related costs for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources, professional fees and other general corporate expenses as well as costs associated with the use by these functions of facilities and equipment, such as depreciation and rental expenses. |
Share-based Compensation | (y) Share-based Compensation The Company periodically grants share-based awards, including but not limited to, restricted shares and share options to eligible employees and directors. The shares held by Founder Mr. Richard Rixue Li who is also the Chief Executive Officer and a director of the Company, and Founder Ms. Zhaohui Huang who is a director of the Company became restricted and subject to service conditions in conjunction with the issuance of preferred shares. Share-based awards granted to the Founders in the form of restricted shares are measured at the grant date fair value of the awards, and are recognized as compensation expense using the straight line method, net of estimated forfeitures, over the requisite service period, which is generally the vesting period. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. Share-based awards granted to the employees before the Group’s IPO are subject to service and performance conditions, and are measured at the grant date fair value of the awards using the graded vesting method, net of estimated forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved. Share-based awards granted to the employees after the Group’s IPO are subject to service conditions, and are measured at the grant date fair value of the awards using straight line method, net of estimated forfeitures. A change in any of the terms or conditions of share-based awards is accounted for as a modification of the awards. The Group calculates incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified at the modification date. For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification. Share-based compensation in relation to the restricted shares is measured based on the fair market value of the Company’s ordinary shares at the grant date of the award. Prior to IPO, estimation of the fair value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including discount rate, and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions. |
Employee Benefits | (z) Employee Benefits The Company’s subsidiaries, the VIEs and the VIEs’ subsidiaries in China participate in a government mandated, multiemployer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. For its employees in the PRC, the Group has participated in defined contribution benefit plans and social insurance plans organized by the relevant local governmental authorities. For its employee in Hong Kong, the Group participates in the mandatory provident fund scheme with contributions calculated in accordance with the provisions under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong). The Group has no further commitments beyond its monthly contribution. The fair value of the employee benefits liabilities approximates their carrying value due to the short-term nature of these liabilities. Employee social benefits included as expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss) amounted to RMB33,980, RMB32,606 and RMB54,257 for the years ended December 31, 2016, 2017 and 2018, respectively. |
Subsidy income | (aa) Subsidy income Subsidy income represent amounts granted by local government authorities as an incentive for companies to promote and develop. Subsidy income received by the Group were nonrefundable and were for the purpose of giving immediate incentive with no future costs or obligations are recognized in Other income/(expenses) amounted to nil, RMB4,148 and RMB27,952 in the Company's Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2017 and 2018, respectively. |
Income Tax | (bb) Income Tax Current income taxes are provided on the basis of net income/ (loss) for financial reporting purposes, and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred tax assets and liabilities are recognized for the tax effects of temporary differences and are determined by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse to the temporary differences between the financial statements’ carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes arising from a change in tax rates is recognized in the Consolidated Statements of Comprehensive Income (Loss) in the period of change. The Group applies a ‘‘more likely than not’’ recognition threshold in the evaluation of uncertain tax positions. The Group recognizes the benefit of a tax position in its consolidated financial statements if the tax position is ‘‘more likely than not’’ to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more likely than not’’ recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Unrecognized tax benefits may be affected by changes in interpretation of laws, rulings of tax authorities, tax audits, and expiry of statutory limitations. In addition, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewed and re-assessed. Adjustments, if required, are recorded in the Group’s consolidated financial statements in the period in which the change that necessities the adjustments occurs. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. As of December 31, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions. |
Leases | (cc) Leases A lease is classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating leases are charged to the Consolidated Statements of Comprehensive Income (Loss) on a straight-line basis over the lease term. The Group had no capital leases as of December 31, 2017 and 2018. |
Earnings (Loss) per Share | (dd) Earnings (Loss) per Share Basic earnings (loss) per Class A and Class B share is computed by dividing net income/(loss) attributable to holders of Class A and Class B ordinary shares, considering the accretions to redemption value of the preferred shares and accretions to redemption value of the redeemable non-controlling interest, by the weighted average number of Class A and Class B ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income is allocated between Class A and Class B ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to Class A and Class B ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares and accretion related to redeemable non-controlling interest, if any, by the weighted average number of Class A and Class B ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible note, exercise of the warrant using the if-converted method, unvested restricted shares and Class A ordinary shares issuable upon the exercise of outstanding share option (using the treasury stock method). Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. |
Treasury Stock | (ee) Treasury Stock Treasury stock represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. |
Segment Reporting | (ff) Segment Reporting The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Company’s Chief Executive Officer and management personnel do not segregate the Company’s business by product or service lines. All product and service categories are viewed as in one and the only operating segment. |
Statutory Reserves | (gg) Statutory Reserves The Group’s subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (''PRC GAAP'')) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the company. The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective company. The staff bonus and welfare fund is liability in nature and is restricted to make payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except under liquidation. For the years ended December 31, 2016, 2017 and 2018, no appropriation was made to the general reserve fund by the Group’s wholly foreign owned PRC subsidiaries, and no appropriation was made to the statutory surplus fund by the Group’s PRC VIEs and VIEs’ subsidiaries as these PRC companies were still in accumulated losses. In addition, these PRC companies had not made any appropriation to discretionary funds. |
Recently issued Accounting Pronouncements | (hh) Recently issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. For all other entities, the standard is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company will adopt the new standard on January 1, 2019 and plan to use the effective date as the date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company plans to elect the ‘package of practical expedients’, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. While the Company continues to assess all of the effects of adoption, the Company expected that this standard will have a material effect on the combined balance sheet. Leases currently designated as operating leases in Note 24, “Commitments and Contingencies,” will be reported on the Consolidated Balance Sheets upon adoption at their net present value, which will increase total assets and liabilities. The Company plans to use its estimated incremental borrowing rate based on information available at the date of adoption in calculating the present value of its existing lease payments. The incremental borrowing rate will be determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases. The Group estimates approximately RMB45,000 to RMB46,000 would be recognized as total right-of-use assets and total lease liabilities on our Consolidated Balance Sheets as of January 1, 2019. Other than disclosed, the Company do not expect the new standard to have a material impact on its remaining consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The standard is effective for the Company from calendar 2020, with early adoption permitted for calendar 2019. The Company is evaluating the impact of the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04: Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity should apply the amendments in this Update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is in the process of evaluating the impact of the Update on its consolidated financial statements. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Principal Activities | |
Schedule of consolidated assets and liabilities, and consolidated operating results and cash flows information of the Group's VIEs and VIEs' subsidiaries included in the accompanying consolidated financial statements | As of December 31, 2017 2018 RMB RMB Cash 116,222 543,525 Accounts receivable 54,093 119,563 Inventories 1,178,507 1,661,056 Advances to suppliers 4,815 329,741 Prepayments and other current assets 15,463 103,056 Amounts due from related parties 20 12,898 Total current assets 1,369,120 2,769,839 Restricted cash — 2,800 Investment in equity investee — 2,859 Property and equipment, net 28,941 41,758 Intangible Assets, net — 12,267 Goodwill — 20,413 Other non-current assets 3,500 5,188 Deferred tax assets 18,654 35,029 Total assets 1,420,215 2,890,153 Short-term borrowings and current portion of long-term borrowings 177,274 134,324 Accounts payable 262,576 384,280 Amount due to the Company and subsidiaries* 531,867 1,882,797 Amount due to related parties 2,451 1,561 Advances from customers 67,604 63,684 Accrued expenses and other current liabilities 313,574 278,160 Deferred revenue 12,051 62,372 Total current liabilities 1,367,397 2,807,178 Long-term borrowings, excluding current portion 124,324 — Long-term liabilities — 14,240 Total liabilities 1,491,721 2,821,418 * Amounts due to the Company and subsidiaries represent the amounts due to Secoo Holding Limited and its subsidiaries, which are eliminated upon consolidation. For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Total revenues 2,378,837 3,504,055 4,996,168 Net (loss)/income (10,160) 169,851 103,438 Net cash used in operating activities (98,799) (19,779) (714,718) Net cash used in investing activities (5,845) (11,996) (38,342) Net cash provided by financing activities 55,000 101,599 1,183,163 Net (decrease)/ increase in Cash, restricted cash (49,644) 69,824 430,103 Cash and restricted cash at the beginning of the year 96,042 46,398 116,222 Cash and restricted cash at the end of the year 46,398 116,222 546,325 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Category Estimated useful lives Electronic equipment 3-5 years Transportation equipment 4 years Office equipment 3-5 years Leasehold improvement Shorter of 5 years or lease term |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurement | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Fair value at December 31, Description 2018 Level 1 Level 2 Level 3 Investment in equity security (note 6) 26,032 26,032 — — Put option (note 4) 7,898 — — 7,898 Contingent consideration (note 5) (15,869) — — (15,869) |
Schedule of reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs | Put option Contingent consideration Balance as of December 31, 2017 — — Initial recognition 5,496 (15,974) Earnings for the period 2,402 105 Balance as of December 31, 2018 7,898 (15,869) |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepayments and Other Current Assets | |
Schedule of prepayments and other current assets | As of December 31, 2017 2018 RMB RMB Receivable from third-party payment platform — 59,137 Deposits 6,275 16,282 Prepaid expense 3,888 21,454 Subsidy receivable — 6,922 Staff advances 3,560 5,332 Others 9,220 24,424 Prepayments and Other Current Assets 22,943 133,551 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment, net | |
Schedule of property and equipment, net | As of December 31, 2017 2018 RMB RMB Electronic equipment 32,324 56,000 Transportation equipment 4,625 5,327 Office equipment 9,493 10,459 Leasehold improvements 40,092 44,036 Total Property and Equipment 86,534 115,822 Less: Accumulated depreciation (45,741) (59,124) Total Property and Equipment, net 40,793 56,698 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible assets, net | |
Schedule of intangible assets, net | Gross Net Estimated Carrying Accumulated Carrying Useful Amount Amortization Amount Life RMB RMB RMB Year Customer relationship 12,617 (350) 12,267 6 |
Schedule of estimated amortization expenses related to the intangible assets for future periods | For the Year Ending December 31, 2019 2020 2021 2022 2023 and thereafter RMB RMB RMB RMB RMB Amortization expenses 2,100 2,100 2,100 2,100 3,867 |
Other Non-current Assets (Table
Other Non-current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Non-current Assets | |
Schedule of other non-current assets | As of December 31, 2017 2018 RMB RMB Rental and other deposits 3,955 3,217 Other prepayments 3,955 12,950 Others 175 2,863 Other Non-current Assets 8,085 19,030 |
Short-term Borrowings and Cur_2
Short-term Borrowings and Current Portion of Long-term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Short-term Borrowings and Current Portion of Long-term Borrowings | |
Schedule of short-term borrowings and current portion of long-term borrowings | As of December 31, 2017 2018 RMB RMB Bank loans 100,000 130,000 Other borrowings 66,209 — Current portion of long-term borrowings (Note 13) 11,065 4,324 177,274 134,324 |
Long-term Borrowings, excludi_2
Long-term Borrowings, excluding Current Portion (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-term Borrowings, excluding Current Portion | |
Schedule of long-term borrowings, excluding current portion | As of December 31, 2017 2018 RMB RMB Convertible note — 1,151,560 Long-term loans 135,389 4,324 Less: current portion (Note 12) (11,065) (4,324) 124,324 1,151,560 |
Schedule of long-term borrowings will be due | Principal amounts RMB 2019 4,324 2020 — 2021 1,201,060 Total 1,205,384 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2017 2018 RMB RMB Interest payable (i) — 38,171 Accrual for salary, bonus and employee benefits 69,203 33,549 Advertising fees payable 45,859 55,574 Taxes payable 169,524 116,454 Office expenses 12,821 17,819 Deposits from merchants 12,789 17,522 Payables to noncontrolling shareholders — 7,208 Others (ii) 33,740 66,417 Accrued Expenses and Other Current Liabilities 343,936 352,714 (i)The balance mainly include the interest payable of convertible note (see Note 13). (ii)Others mainly consist of professional fees payable, delivery cost payable and rent payable. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax | |
Schedule of components of (loss)/ income before income taxes | For the year ended December 31, 2016 2017 2018 RMB RMB RMB The Cayman Islands (11,880) (14,109) (42,287) Hong Kong (16,629) 14,951 59,675 PRC, excluding Hong Kong (15,864) 103,864 178,551 Other (200) (2,822) 335 (44,573) 101,884 196,274 |
Schedule of current and deferred portions of income tax expenses (benefits) included in the Consolidated Statements of Comprehensive Income (Loss) | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Current tax expenses — 12,456 48,019 Deferred tax benefits — (43,981) (7,291) Income tax (benefits)/expenses — (31,525) 40,728 |
Schedule of reconciliation of income tax rate | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Statutory income tax rate 25 % 25 % 25 % Increase (decrease) in effective income tax rate resulting from Entities not subject to income tax (6.66) % 3.46 % 5.39 % Tax rate differential (3.19) % (1.17) % (2.60) % Share-based compensation (0.56) % 11.31 % 3.01 % Non-deductive expense without tax invoice 6.72 % 13.02 % 0.76 % R&D surplus deduction — — (7.78) % Others (1.50) % 1.89 % (5.50) % Change in valuation allowance (19.81) % (84.45) % 2.47 % Effective tax rate 0 % (30.94) % 20.75 % |
Schedule of deferred tax assets | As of December 31, 2017 2018 RMB RMB Payroll and other accrued expenses 9,460 — Inventory write-down 1,569 3,648 Net operating loss carry forwards 45,284 61,086 Advertisement expenses 2,667 1,135 Deferred revenue — 5,196 Less: Valuation allowance (14,999) (19,851) Total deferred tax assets 43,981 51,214 |
Schedule of changes in valuation allowance | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Balance at the beginning of the year 92,204 101,036 14,999 Additions 8,832 2,842 10,875 Reversals — (88,879) (6,023) Balance at the end of the year 101,036 14,999 19,851 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Convertible Preferred Shares | |
Schedule of redeemable convertible preferred shares | Series A-1 Series A-2 Series B Series C Series D Series E Preferred Preferred Preferred Preferred Preferred Preferred Shares Shares Shares Shares Shares Shares Total Balance as of January 1, 2016 52,517 57,904 155,106 118,535 306,098 389,779 1,079,939 Redemption value accretion 78,608 90,231 127,746 71,359 111,684 116,114 595,742 Foreign currency translation adjustment 3,594 3,962 10,603 8,093 20,901 26,618 73,771 Balance as of December 31, 2016 134,719 152,097 293,455 197,987 438,683 532,511 1,749,452 Redemption value accretion 26,356 29,619 60,289 40,164 57,988 (11,737) 202,679 Foreign currency translation adjustment (7,651) (8,632) (16,763) (11,297) (24,341) (28,178) (96,862) Conversion of preferred shares to ordinary shares (153,424) (173,084) (336,981) (226,854) (472,330) (492,596) (1,855,269) Balance as of December 31, 2017 and 2018 — — — — — — — |
Redeemable Non-controlling In_2
Redeemable Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Non-controlling Interest | |
Schedule of redeemable non-controlling interest | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Balance as of January 1 — 5,082 5,582 Capital contribution 5,000 — — (Loss) /gain (82) (298) 2,001 Accretion of redeemable non-controlling interest 164 798 — Foreign currency translation adjustment, net of nil income taxes — — 4 Balance as of December 31 5,082 5,582 7,587 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation | |
Schedule of stock options activity | Weighted Weighted average average Aggregate exercise remaining intrinsic Number of price contractual value shares US$ term 000'US$ Outstanding as of January 1, 2016 890,588 0.001 8.97 12,554 Granted 63,450 0.001 Exercised — Forfeited (220,282) 0.001 Expired — Outstanding as of December 31, 2016 733,756 0.001 7.98 14,384 Granted 670,201 0.001 Exercised — Forfeited (390,544) 0.001 Expired — Outstanding as of December 31, 2017 1,094,413 0.001 8.55 21,142 Granted 261,123 0.001 Exercised — Forfeited (119,663) 0.001 Expired — Outstanding as of December 31, 2018 1,235,873 0.001 7.85 22,416 Vested and expected to vest as of December 31, 2018 1,204,522 0.001 7.81 21,848 Exercisable as of December 31, 2018 853,541 0.001 7.26 15,482 |
Schedule of stock options, valuation assumption | 2016 2017 2018 Expected volatility 54.00%~55.00% 47.40%~50.00% 46.8%~49.6% Risk-free interest rate (per annum) 1.49%~1.78% 2.37%~2.40% 2.69%~2.87% Exercise multiple 2.2~2.8 2.2~2.8 2.2~2.8 Expected dividend yield 0% 0% 0% Expected term (in years) 10 10 10 Fair value of the underlying shares on the date of option grants (per share) US$15.020~16.987 US$14.379~21.573 US$16.919~20.979 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Schedule of revenues from different product groups and services | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Merchandise sales Watches 863,382 1,122,756 1,772,466 Bags 691,474 837,516 797,700 Clothing, Footwear and Accessories 403,722 833,102 1,412,024 Jewelleries 531,533 703,216 856,110 Other products 76,761 184,205 406,146 Total merchandise sales 2,566,872 3,680,795 5,244,446 Marketplace and other services: Marketplace services 15,707 42,114 86,720 Other services 11,243 17,546 56,411 Total marketplace and other services: 26,950 59,660 143,131 Total revenues 2,593,822 3,740,455 5,387,577 |
Schedule of Group's revenues from geographic areas | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Mainland China 2,379,062 3,435,661 4,816,463 Hong Kong 201,559 286,807 554,376 Others 13,201 17,987 16,738 Total revenues 2,593,822 3,740,455 5,387,577 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | Amounts without As of adoption of December 31, 2018 Adjustments ASC 606 Advance from customers 66,954 41,856 108,810 Deferred revenue 62,478 (39,279) 23,199 Accrued expenses and other liabilities 352,714 (2,577) 350,137 |
Schedule of changes in the Company's deferred revenue (contract liability) | For the Year Ended December 31, 2018 Deferred revenue as of January 1, 2018 prior to adoption of ASC606 12,051 Reclassification of VAT payable to Accrued expenses and other liabilities as of January 1, 2018 as a result of adoption of ASC606 (562) Reclassification of Advance from customers, net of VAT as of January 1, 2018 as a result of adoption of ASC606 53,091 Cash received in advance, net of VAT 5,327,054 Revenue recognized from opening balance of Deferred revenue (64,580) Revenue recognized from Deferred revenue arising during current period (5,264,576) Deferred revenue as of December 31, 2018 62,478 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment information | |
Summary of long-lived assets from geographic areas | As of December 31, 2017 2018 RMB RMB Mainland China 38,366 63,086 Hong Kong 1,629 37,542 Others 8,883 7,780 Total long-lived assets 48,878 108,408 |
Net (loss)_income per Share (Ta
Net (loss)/income per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Net (loss)/income per Share | |
Schedule of net loss per share | For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Numerator: Net (loss)/income attributable to Secoo Holding Limited (44,453) 134,056 151,833 Accretion to redeemable non-controlling interest redemption value (164) (798) — Accretion to preferred share redemption value (595,742) (202,679) — Numerator for basic and diluted net (loss)/income per share calculation (640,359) (69,421) 151,833 Denominator: Weighted average number of ordinary shares 7,189,933 12,500,821 25,235,404 Denominator for basic net loss/income per share calculation 7,189,933 12,500,821 25,235,404 Adjustment for diluted options — — 947,518 Denominator for diluted net loss/income per share calculation 7,189,933 12,500,821 26,182,922 Net (loss)/income per ordinary share — Basic (89.06) (5.55) 6.02 — Diluted (89.06) (5.55) 5.80 |
Schedule of anti dilutive securities | For the Year Ended December 31, 2016 2017 2018 Restricted shares and stock options 733,756 1,094,413 — Redeemable Convertible Preferred Shares 12,735,807 — — Convertible note and warrant — — 6,980,769 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Schedule of future minimum lease commitments under office and facilities non-cancellable operating lease | Office and facilities RMB 2019 33,740 2020 19,554 2021 12,507 2022 2,624 2023 402 Total 68,827 |
Organization and Principal Ac_3
Organization and Principal Activities (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2018CNY (¥) | Aug. 08, 2018USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Aggregate of interest-free loans | $ | $ 175 | |
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | Mr. Richard Rixue Li | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 87.60% | |
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | Ms. Zhaohui Huang | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 0.40% | |
Interest-free loans to shareholders of Beijing Auction | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Aggregate of interest-free loans | ¥ | ¥ 1 | |
Term of loan | 10 years | |
Exclusive Business Cooperation Agreement | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Term of agreement | 10 years | |
Equity Pledge Agreement | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Term of agreement | 10 years | |
Exclusive Option to Purchase Agreement | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Term of agreement | 10 years | |
Exclusive Option to Purchase Intellectual Properties Agreement | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||
Term of agreement | 10 years | |
Renewable term of agreement | 10 years |
Organization and Principal Ac_4
Organization and Principal Activities - Consolidated assets and liabilities of Group VIEs (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Variable interest entity | ||||
Cash | $ 150,445 | ¥ 1,034,385 | ¥ 453,425 | ¥ 55,555 |
Accounts receivable | 17,392 | 119,580 | 54,210 | |
Inventories | 249,108 | 1,712,740 | 1,189,885 | |
Advances to suppliers | 62,427 | 429,219 | 53,016 | |
Prepayments and other current assets | 19,424 | 133,551 | 22,943 | |
Amounts due from related parties | 1,932 | 13,284 | 38 | |
Total current assets | 527,473 | 3,626,645 | 2,121,049 | |
Investment in equity investee | 416 | 2,859 | ||
Property and equipment, net | 8,246 | 56,698 | 40,793 | |
Intangible Assets, net | 1,784 | 12,267 | ||
Goodwill | 2,969 | 20,413 | ||
Other non-current assets | 2,768 | 19,030 | 8,085 | |
Deferred tax assets | 7,449 | 51,214 | 43,981 | |
Total assets | 551,512 | 3,791,926 | 2,337,708 | |
Short-term borrowings and current portion of long-term borrowings | 19,537 | 134,324 | 177,274 | |
Accounts payable | 72,515 | 498,579 | 318,414 | |
Advances from customers | 9,738 | 66,954 | 68,848 | |
Accrued expenses and other current liabilities | 51,300 | 352,714 | 343,936 | |
Deferred revenue | 9,086 | 62,478 | 12,051 | |
Total current liabilities | 162,403 | 1,116,613 | 922,990 | |
Long-term borrowings , excluding current portion | 167,488 | 1,151,560 | 124,324 | |
Long-term liabilities | 2,071 | 14,240 | ||
Total liabilities | $ 331,962 | 2,282,413 | 1,047,314 | |
VIEs | ||||
Variable interest entity | ||||
Cash | 543,525 | 116,222 | ||
Accounts receivable | 119,563 | 54,093 | ||
Inventories | 1,661,056 | 1,178,507 | ||
Advances to suppliers | 329,741 | 4,815 | ||
Prepayments and other current assets | 103,056 | 15,463 | ||
Amounts due from related parties | 12,898 | 20 | ||
Total current assets | 2,769,839 | 1,369,120 | ||
Restricted cash | 2,800 | |||
Investment in equity investee | 2,859 | |||
Property and equipment, net | 41,758 | 28,941 | ||
Intangible Assets, net | 12,267 | |||
Goodwill | 20,413 | |||
Other non-current assets | 5,188 | 3,500 | ||
Deferred tax assets | 35,029 | 18,654 | ||
Total assets | 2,890,153 | 1,420,215 | ||
Short-term borrowings and current portion of long-term borrowings | 134,324 | 177,274 | ||
Accounts payable | 384,280 | 262,576 | ||
Amount due to the company and subsidiaries | 1,882,797 | 531,867 | ||
Amount due to related parties | 1,561 | 2,451 | ||
Advances from customers | 63,684 | 67,604 | ||
Accrued expenses and other current liabilities | 278,160 | 313,574 | ||
Deferred revenue | 62,372 | 12,051 | ||
Total current liabilities | 2,807,178 | 1,367,397 | ||
Long-term borrowings , excluding current portion | 124,324 | |||
Long-term liabilities | 14,240 | |||
Total liabilities | ¥ 2,821,418 | ¥ 1,491,721 |
Organization and Principal Ac_5
Organization and Principal Activities - Consolidated operating results and cash flows of Group VIEs (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Variable interest entity | ||||
Total revenues | $ 783,590 | ¥ 5,387,577 | ¥ 3,740,455 | ¥ 2,593,822 |
Net (loss)/income | 22,623 | 155,546 | 133,409 | (44,573) |
Net cash used in operating activities | (94,750) | (651,462) | (177,511) | (250,668) |
Net cash used in investing activities | 21,250 | 146,102 | (311,581) | (11,666) |
Net cash provided by financing activities | 144,853 | 995,948 | 922,057 | 44,269 |
Net (decrease)/ increase in Cash, restricted cash | 71,353 | 490,588 | 432,965 | (218,065) |
Cash at the beginning of the year | 91,984 | 632,439 | 211,347 | 440,414 |
Cash at the end of the year | $ 163,829 | 1,126,407 | 632,439 | 211,347 |
VIEs | ||||
Variable interest entity | ||||
Total revenues | 4,996,168 | 3,504,055 | 2,378,837 | |
Net (loss)/income | 103,438 | 169,851 | (10,160) | |
Net cash used in operating activities | (714,718) | (19,779) | (98,799) | |
Net cash used in investing activities | (38,342) | (11,996) | (5,845) | |
Net cash provided by financing activities | 1,183,163 | 101,599 | 55,000 | |
Net (decrease)/ increase in Cash, restricted cash | 430,103 | 69,824 | (49,644) | |
Cash at the beginning of the year | 116,222 | 46,398 | 96,042 | |
Cash at the end of the year | ¥ 546,325 | ¥ 116,222 | ¥ 46,398 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Currency, Convenience Translation, Restricted Cash and Accounts Receivable (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)¥ / $ | Dec. 31, 2018CNY (¥)¥ / $ | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Convenience Translation | ||||
Convenience translation rate (RMB to USD) | ¥ / $ | 6.8755 | 6.8755 | ||
Net cash provided by financing activities | $ 144,853 | ¥ 995,948 | ¥ 922,057 | ¥ 44,269 |
ASU 2016 -18 | ||||
Convenience Translation | ||||
Net cash provided by financing activities | (23,714) | |||
ASU 2016 -18 | Adjustment | ||||
Convenience Translation | ||||
Restricted Cash and Cash Equivalents, Total | ¥ 492 | 0 | ||
Net cash provided by financing activities | ¥ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Transportation equipment | |
Property and Equipment, net | |
Estimated useful lives | P4Y |
Leasehold improvements | |
Property and Equipment, net | |
Estimated useful lives | P5Y |
Minimum | Electronic equipment | |
Property and Equipment, net | |
Estimated useful lives | P3Y |
Minimum | Office equipment | |
Property and Equipment, net | |
Estimated useful lives | P3Y |
Maximum | Electronic equipment | |
Property and Equipment, net | |
Estimated useful lives | P5Y |
Maximum | Office equipment | |
Property and Equipment, net | |
Estimated useful lives | P5Y |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impairment of Long-lived Assets and Value added taxes (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended |
May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | |
Second-hand merchandise | |||
Value added taxes | |||
Value added tax (VAT), one (as a percent) | 2.00% | ||
Value added tax (VAT), two (as a percent) | 3.00% | ||
Brand new merchandise | |||
Value added taxes | |||
Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 17.00% | 16.00% | |
Service revenue | |||
Value added taxes | |||
Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 6.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018CNY (¥)segment | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
Fair Value | |||||
Fair value of the bifurcated derivative from convertible note | ¥ 0 | ||||
Customer Loyalty Program | |||||
Maximum Customer Loyalty amount redeemable (as a Percentage) | 30.00% | ||||
Fulfillment Expenses | |||||
Shipping costs included in fulfillment expenses | ¥ 47,041 | ¥ 32,277 | ¥ 28,206 | ||
Marketing Expenses | |||||
Advertising expenses | 191,501 | 111,154 | 113,663 | ||
Employee Benefits | |||||
Employee social benefits included as expenses | 54,257 | 32,606 | 33,980 | ||
Subsidy income | |||||
Subsidy income | ¥ 27,952 | 4,148 | ¥ 0 | ||
Leases | |||||
Capital leases | ¥ 0 | 0 | |||
Segment Reporting | |||||
Number of operating segments | segment | 1 | ||||
Level 3 | |||||
Fair Value | |||||
Fair values of the convertible note | $ 190,122 | ¥ 1,307,184 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Statutory Reserves (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory Reserves | |||
Portion of after-tax profit to be allocated to general reserve fund under PRC law (as a percent) | 10.00% | ||
Required general reserve fund /registered capital ratio to de-force compulsory net profit allocation to general reserve (as a percent) | 50.00% | ||
Portion of after-tax profit to be allocated to statutory surplus fund under PRC law (as a percent) | 10.00% | ||
Required statutory surplus fund/registered capital ratio to de-force compulsory net profit allocation to statutory surplus fund (as a percent) | 50.00% | ||
Appropriation made to general reserve fund | ¥ 0 | ¥ 0 | ¥ 0 |
Appropriation made to statutory surplus fund | ¥ 0 | ¥ 0 | ¥ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Recently issued Accounting Pronouncements (Details) - ASU 2016-02 ¥ in Thousands | Jan. 01, 2019CNY (¥) |
Leases | |
Lease assets | ¥ 45,000 |
Lease liabilities | ¥ 46,000 |
Concentration and Risk (Details
Concentration and Risk (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Concentration of foreign currency risks | Cash | RMB | ||
Concentration of risk | ||
Cash and time deposits | ¥ 526,009 | ¥ 166,076 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets measured at fair value on a recurring basis (Details) - Recurring ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Assets measured at fair value on a recurring basis | |
Investment in equity security | ¥ 26,032 |
Put option | 7,898 |
Contingent consideration (note 5) | (15,869) |
Level 1 | |
Assets measured at fair value on a recurring basis | |
Investment in equity security | 26,032 |
Level 3 | |
Assets measured at fair value on a recurring basis | |
Put option | 7,898 |
Contingent consideration (note 5) | ¥ (15,869) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Put option | |
Initial recognition | ¥ 5,496 |
Earnings for the period | 2,402 |
Balance at end of Year | 7,898 |
Contingent consideration | |
Initial recognition | (15,974) |
Earnings for the period | 105 |
Balance at end of Year | ¥ (15,869) |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Inputs (Details) ¥ in Thousands | 36 Months Ended |
Dec. 31, 2018CNY (¥)item | |
Quantitative information about Level 3 fair value measurements | |
Impairment, Measurement input | ¥ | ¥ 0 |
Level 3 | Black - Scholes pricing model | Annual risk free rate | |
Quantitative information about Level 3 fair value measurements | |
Put option | 5.2500 |
Level 3 | Black - Scholes pricing model | Dividend yield | |
Quantitative information about Level 3 fair value measurements | |
Put option | 0 |
Level 3 | Black - Scholes pricing model | Volatility | |
Quantitative information about Level 3 fair value measurements | |
Put option | 41 |
Business Acquisition (Details)
Business Acquisition (Details) ¥ in Thousands, $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018HKD ($)installment | Oct. 31, 2018CNY (¥)installment | Dec. 31, 2018CNY (¥)item | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
Business Acquisition | |||||
Changes in fair value of contingent consideration | ¥ 0 | ||||
Goodwill | $ 2,969 | ¥ 20,413 | |||
Xuri | |||||
Business Acquisition | |||||
Equity interest acquired (in percentage) | 51.00% | 51.00% | |||
Guanda | |||||
Business Acquisition | |||||
Equity interest acquired (in percentage) | 100.00% | 100.00% | |||
Xuri and Guanda | |||||
Business Acquisition | |||||
Number of acquisitions | item | 2 | ||||
Total consideration | ¥ 3,400 | ||||
Wang Pok | |||||
Business Acquisition | |||||
Equity interest acquired (in percentage) | 51.00% | 51.00% | |||
Total consideration | $ 25,500 | ¥ 22,636 | 18,238 | ||
First payment | $ 2,550 | ¥ 2,264 | |||
Number of instalments | installment | 3 | 3 | |||
Instalment amount | $ 22,950 | ¥ 20,372 | |||
Consideration paid | ¥ 2,264 | ||||
Contingent consideration | ¥ 15,974 | ||||
Wang Pok | Accrued expenses and other current liabilities | |||||
Business Acquisition | |||||
Contingent consideration | 3,686 | ||||
Wang Pok | Long-term liabilities | |||||
Business Acquisition | |||||
Contingent consideration | 12,288 | ||||
Xuri and Guanda and Wang Pok | |||||
Business Acquisition | |||||
Number of acquisitions | item | 3 | ||||
Goodwill | ¥ 20,413 |
Investment in equity security (
Investment in equity security (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)shares | Mar. 31, 2018CNY (¥)shares | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
Schedule of investment in equity security | ||||
Payments to Acquire Marketable Securities, Total | $ 4,566 | ¥ 31,393 | ||
Singapore listed company | ||||
Schedule of investment in equity security | ||||
Number of shares subscribed | shares | 8,000,000 | 8,000,000 | ||
Payments to Acquire Marketable Securities, Total | $ 5,000 | ¥ 31,393 | ||
Unrealized loss | ¥ | ¥ 511 |
Inventories (Details)
Inventories (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Inventories | |||
Inventories | $ 249,108 | ¥ 1,712,740 | ¥ 1,189,885 |
Domestic Bank | Collateral Pledged | |||
Inventories | |||
Inventories | ¥ 250,889 |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Prepayments and Other Current Assets | |||
Receivable from third-party payment platform | ¥ 59,137 | ||
Deposits | 16,282 | ¥ 6,275 | |
Prepaid advertising expense | 21,454 | 3,888 | |
Staff advances | 6,922 | ||
Prepaid rent | 5,332 | 3,560 | |
Others | 24,424 | 9,220 | |
Prepayments and Other Current Assets | $ 19,424 | ¥ 133,551 | ¥ 22,943 |
Property and Equipment, net (De
Property and Equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018CNY (¥) | |
Property and Equipment, net | |||||
Total Property and Equipment | ¥ 86,534 | ¥ 115,822 | |||
Less: Accumulated depreciation | (45,741) | (59,124) | |||
Total Property and Equipment, net | $ 8,246 | 40,793 | 56,698 | ||
Depreciation expenses | $ 2,652 | ¥ 18,233 | 13,424 | ¥ 13,388 | |
Electronic equipment | |||||
Property and Equipment, net | |||||
Total Property and Equipment | 32,324 | 56,000 | |||
Transportation equipment | |||||
Property and Equipment, net | |||||
Total Property and Equipment | 4,625 | 5,327 | |||
Office equipment | |||||
Property and Equipment, net | |||||
Total Property and Equipment | 9,493 | 10,459 | |||
Leasehold improvements | |||||
Property and Equipment, net | |||||
Total Property and Equipment | 40,092 | 44,036 | |||
Collateral Pledged | |||||
Property and Equipment, net | |||||
Total Property and Equipment, net | ¥ 11,753 | ¥ 14,122 |
Intangible assets, net (Details
Intangible assets, net (Details) ¥ in Thousands | 12 Months Ended |
Dec. 31, 2018CNY (¥) | |
Intangible assets, net | |
Impairment Amount | ¥ 0 |
Amortization expenses | 350 |
Estimated future amortization expense | |
2019 | 2,100 |
2020 | 2,100 |
2021 | 2,100 |
2022 | 2,100 |
2023 and thereafter | 3,867 |
Customer relationship | |
Intangible assets, net | |
Gross Carrying Amount | 12,617 |
Accumulated Amortization | (350) |
Net Carrying Amount | ¥ 12,267 |
Weighted Average Amortization Period | 6 years |
Other Non-current Assets (Detai
Other Non-current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Other Non-current Assets | |||
Rental and other deposits | ¥ 3,217 | ¥ 3,955 | |
Other prepayments | 12,950 | 3,955 | |
Others | 2,863 | 175 | |
Other Non-current Assets | $ 2,768 | ¥ 19,030 | ¥ 8,085 |
Short-term Borrowings and Cur_3
Short-term Borrowings and Current Portion of Long-term Borrowings (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Short-term Borrowings and Current Portion of Long-term Borrowings | |||
Bank loans | ¥ 130,000 | ¥ 100,000 | |
Other borrowing | 66,209 | ||
Current portion of long-term borrowings | 4,324 | 11,065 | |
Short-term borrowings and current portion of long-term borrowings | $ 19,537 | ¥ 134,324 | ¥ 177,274 |
Short-term Borrowings and Cur_4
Short-term Borrowings and Current Portion of Long-term Borrowings - Short-term (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018CNY (¥) | Oct. 31, 2018CNY (¥) | Aug. 31, 2018CNY (¥) | Jun. 30, 2018CNY (¥) | May 31, 2018CNY (¥) | Feb. 28, 2018CNY (¥)item | Dec. 31, 2017CNY (¥) | May 31, 2017CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018CNY (¥) | |
Short-term borrowings | |||||||||||||
Bank loans | ¥ 100,000 | ¥ 100,000 | ¥ 130,000 | ||||||||||
Restricted cash, current | 55,214 | $ 12,977 | 55,214 | ¥ 155,792 | 89,222 | ||||||||
Repayment of borrowings | 21,817 | ¥ 150,000 | 204,611 | 25,974 | |||||||||
Inventories | 1,189,885 | 249,108 | 1,189,885 | 1,712,740 | |||||||||
Equipment | 40,793 | 8,246 | 40,793 | 56,698 | |||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 177,274 | 19,537 | 177,274 | 134,324 | |||||||||
Amount borrowed | $ 5,150 | ¥ 35,410 | 123,409 | ¥ 5,285 | |||||||||
Collateral Pledged | |||||||||||||
Short-term borrowings | |||||||||||||
Equipment | 11,753 | 11,753 | ¥ 14,122 | ||||||||||
SPD | |||||||||||||
Short-term borrowings | |||||||||||||
Bank loans | ¥ 50,000 | ||||||||||||
Interest rate (as a percent) | 7.35% | 6.75% | 6.75% | ||||||||||
Restricted cash, current | ¥ 89,222 | ||||||||||||
Term of loan | 1 year | 1 year | 1 year | ||||||||||
Repayment of borrowings | ¥ 50,000 | ¥ 50,000 | |||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 50,000 | 50,000 | 50,000 | ||||||||||
SPD | Collateral Pledged | |||||||||||||
Short-term borrowings | |||||||||||||
Inventories | 250,899 | ||||||||||||
Equipment | ¥ 11,753 | ¥ 11,753 | ¥ 14,122 | ||||||||||
Shanghai Pudong Development Silicon Valley Bank | |||||||||||||
Short-term borrowings | |||||||||||||
Interest rate (as a percent) | 4.35% | 4.35% | 4.35% | 4.35% | |||||||||
Restricted cash, current | ¥ 55,214 | ¥ 55,214 | |||||||||||
Cash deposits unrestricted | ¥ 55,214 | 55,214 | |||||||||||
Term of loan | 1 year | ||||||||||||
Drew down | ¥ 80,000 | ¥ 50,000 | |||||||||||
VIEs | |||||||||||||
Short-term borrowings | |||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 177,274 | 177,274 | ¥ 134,324 | ||||||||||
VIEs | Non-financial institution | |||||||||||||
Short-term borrowings | |||||||||||||
Interest rate (as a percent) | 9.35% | ||||||||||||
Maximum borrowing capacity | ¥ 45,000 | ||||||||||||
Repayment of borrowings | 14,000 | ||||||||||||
Outstanding loan amount | 31,000 | 31,000 | |||||||||||
Third party financing | |||||||||||||
Short-term borrowings | |||||||||||||
Interest rate (as a percent) | 10.00% | ||||||||||||
Repayment of borrowings | ¥ 2,041 | 1,500 | ¥ 35,209 | ||||||||||
Short-term borrowings | ¥ 0 | ||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 35,209 | 35,209 | |||||||||||
Amount borrowed | 20,410 | ¥ 15,000 | 78,409 | ||||||||||
Number of agreements | item | 2 | ||||||||||||
Third party financing | Collateral Pledged | |||||||||||||
Short-term borrowings | |||||||||||||
Accounts receivable | ¥ 20,410 | ¥ 15,000 | ¥ 35,209 | ¥ 35,209 | |||||||||
Third party financing | Minimum | |||||||||||||
Short-term borrowings | |||||||||||||
Interest rate (as a percent) | 9.00% | 9.00% | |||||||||||
Third party financing | Maximum | |||||||||||||
Short-term borrowings | |||||||||||||
Interest rate (as a percent) | 10.00% | 10.00% |
Long-term Borrowings, excludi_3
Long-term Borrowings, excluding Current Portion (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Long-term Borrowings, excluding Current Portion | |||
Convertible Debt | ¥ 1,151,560 | ||
Long-term borrowings | 4,324 | ¥ 135,389 | |
Long-term borrowings | 1,205,384 | ||
Less: current portion (Note 9) | (4,324) | (11,065) | |
Long-term borrowings , excluding current portion | $ 167,488 | ¥ 1,151,560 | ¥ 124,324 |
Long-term Borrowings, excludi_4
Long-term Borrowings, excluding Current Portion - Convertible note (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥) | Dec. 31, 2018CNY (¥)shares | Aug. 08, 2018USD ($) | Aug. 08, 2018CNY (¥) | |
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ | $ 175,000 | ||||
Debt Instrument, Interest Rate During Period | 4.00% | 4.00% | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 25.82 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | ¥ 8,208 | ||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 44,072 | ||||
Proceeds from Debt, Net of Issuance Costs | $ 175,000 | 1,195,478 | |||
Payments of Debt Issuance Costs | $ | 300 | ||||
Debt Issuance Costs, Net | ¥ 1,833 | ||||
Warrant | $ 1,201 | 8,208 | |||
Fair value of contingent put option | ¥ 0 | ||||
Fair value of common stock | $ / shares | 26.78 | ||||
Beneficial conversion feature | $ 6,451 | ¥ 44,072 | |||
Convertible note and warrant | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 175,000,000 | 1,201,060,000 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 26 | ||||
Debt Instrument, Convertible, Conversion Ratio | 38.46 | 38.46 | |||
Internal rate of return | 8.00% | 8.00% | |||
Net Income (Loss) Before Interest, Tax and Depreciation | $ 40,000 | ¥ 40,000 | |||
Repurchase Price Internal Rate of Return, Maximum | 12.00% | 12.00% | |||
Debt Issuance Costs, Net | $ 7,212,000 | 49,500,000 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 167,788,000 | ¥ 1,151,560,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 9.45% | 9.45% | |||
Interest Expense, Borrowings | ¥ 43,090,000 | ||||
American Depositary Shares | |||||
Debt Instrument [Line Items] | |||||
Class of Warrant or Right, Outstanding | shares | 500,000 | 500,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 18 |
Long-term Borrowings, excludi_5
Long-term Borrowings, excluding Current Portion - Long term loans (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2018CNY (¥) | Nov. 30, 2017CNY (¥) | May 31, 2017 | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2016CNY (¥) | |
Debt Instrument [Line Items] | ||||||||
Proceeds from long-term borrowings | $ 4,363 | ¥ 30,000 | ¥ 124,324 | |||||
Current portion of long-term borrowings | 11,065 | ¥ 4,324 | ||||||
Long-term borrowings , excluding current portion | 167,488 | 124,324 | 1,151,560 | |||||
Repayments of debt | 23,426 | 161,065 | ||||||
Restricted cash, current | $ 12,977 | 55,214 | ¥ 89,222 | ¥ 155,792 | ||||
SPD | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 7.35% | 6.75% | 6.75% | |||||
Proceeds from long-term borrowings | 20,000,000 | |||||||
Current portion of long-term borrowings | 11,065,000 | ¥ 4,324 | ||||||
Long-term borrowings , excluding current portion | 4,324,000 | 0 | ||||||
Repayments of debt | ¥ 11,065,000 | 4,611,000 | ||||||
Term of loan | 1 year | 1 year | 1 year | |||||
Restricted cash, current | ¥ 89,222 | |||||||
National Trust Co., Ltd ("NTC") | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (as a percent) | 3.38% | |||||||
Proceeds from long-term borrowings | ¥ 150,000,000 | ¥ 120,000,000 | ||||||
Repayments of debt | ¥ 150 | |||||||
Term of loan | 2 years 6 months | |||||||
Cash deposits unrestricted | ¥ 123,800,000 | |||||||
Collateral Pledged | National Trust Co., Ltd ("NTC") | ||||||||
Debt Instrument [Line Items] | ||||||||
Restricted cash, current | ¥ 123,800,000 |
Long-term Borrowings, excludi_6
Long-term Borrowings, excluding Current Portion - Future principal payments (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Long-term borrowings | |
2019 | ¥ 4,324 |
2021 | 1,201,060 |
Long-term borrowings | ¥ 1,205,384 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Accrued Expenses and Other Current Liabilities | |||
Interest payable | ¥ 38,171 | ||
Accrual for salary, bonus and employee benefits | 33,549 | ¥ 69,203 | |
Advertising fees payable | 55,574 | 45,859 | |
Taxes payable | 116,454 | 169,524 | |
Office expenses | 17,819 | 12,821 | |
Deposits from merchants | 17,522 | 12,789 | |
Payables to noncontrolling shareholders | 7,208 | ||
Others | 66,417 | 33,740 | |
Accrued Expenses and Other Current Liabilities | $ 51,300 | ¥ 352,714 | ¥ 343,936 |
Income Tax (Details)
Income Tax (Details) ¥ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018HKD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018CNY (¥) | |
Income Tax | ||||||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | |
Income Tax Expense Benefit Continuing Operations | ||||||
(Loss)/income before income taxes | $ 28,547 | ¥ 196,274 | ¥ 101,884 | ¥ (44,573) | ||
Accumulated losses | (186,278) | (1,432,586) | ¥ (1,280,753) | |||
Current tax expenses | 48,019 | 12,456 | ||||
Deferred tax benefits | (1,060) | (7,291) | (43,981) | |||
Income tax (benefits)/expenses | $ 5,924 | 40,728 | (31,525) | |||
The Cayman Islands | ||||||
Income Tax Expense Benefit Continuing Operations | ||||||
(Loss)/income before income taxes | ¥ (42,287) | (14,109) | (11,880) | |||
Hong Kong | ||||||
Income Tax | ||||||
Income tax rate (as a percent) | 16.50% | 16.50% | 16.50% | |||
Two-tiered profits tax rates | 8.25% | 8.25% | 8.25% | |||
Income Tax Expense Benefit Continuing Operations | ||||||
(Loss)/income before income taxes | $ 2,000 | ¥ 59,675 | 14,951 | (16,629) | ||
PRC, excluding Hong Kong | ||||||
Income Tax | ||||||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | |||
Income Tax Expense Benefit Continuing Operations | ||||||
(Loss)/income before income taxes | ¥ 178,551 | 103,864 | (15,864) | |||
Other | ||||||
Income Tax Expense Benefit Continuing Operations | ||||||
(Loss)/income before income taxes | ¥ 335 | ¥ (2,822) | ¥ (200) | |||
PRC,VIES and VIEs' subsidiaries | ||||||
Income Tax Expense Benefit Continuing Operations | ||||||
Withholding Tax Percentage | 10.00% | 10.00% | 10.00% | |||
Accumulated losses | 111,689 | |||||
Undistributed earnings | 111,689 | |||||
Unrecognized deferred income tax liability | ¥ 11,169 |
Income Tax - Reconciliation (De
Income Tax - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Differences between statutory income tax rate and the Group's effective income tax rate | |||
Statutory income tax rate | 25.00% | 25.00% | 25.00% |
Increase (Decrease ) in effective income tax rate resulting from | |||
Entities not subject to income tax | 5.39 | 3.46 | (6.66) |
Tax rate differential on entities not subject to PRC income tax (as a percent) | (2.60%) | (1.17%) | (3.19%) |
Share-based compensation (as a percent) | 3.01% | 11.31% | (0.56%) |
Non-deductive expense without tax invoice | 0.76% | 13.02% | 6.72% |
R&D surplus deduction | (7.78%) | ||
Others (as a percent) | (5.50%) | 1.89% | (1.50%) |
Change in valuation allowance (as a percent) | 2.47% | (84.45%) | (19.81%) |
Effective tax rate | 20.75% | (30.94%) | 0.00% |
Income Tax - Deferred tax asset
Income Tax - Deferred tax assets (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||||
Payroll and other accrued expenses | ¥ 9,460 | |||
Inventory write-down | ¥ 3,648 | 1,569 | ||
Net operating loss carry forwards | 61,086 | 45,284 | ||
Advertisement expenses | 1,135 | 2,667 | ||
Deferred revenue | 5,196 | |||
Less: Valuation allowance | (19,851) | (14,999) | ¥ (101,036) | ¥ (92,204) |
Total deferred tax assets | ¥ 51,214 | ¥ 43,981 |
Income Tax - Loss carry forward
Income Tax - Loss carry forward (Details) ¥ in Thousands | Dec. 31, 2018CNY (¥) |
Hong Kong | |
Operating loss carryforwards | |
Net operating loss carry forwards | ¥ 166 |
U.S | |
Operating loss carryforwards | |
Net operating loss carry forwards | 262 |
Malaysia | |
Operating loss carryforwards | |
Net operating loss carry forwards | 2,072 |
Italian | |
Operating loss carryforwards | |
Net operating loss carry forwards | 1,332 |
PRC | |
Operating loss carryforwards | |
Net operating loss carry forwards | ¥ 216,064 |
Income Tax - Valuation allowanc
Income Tax - Valuation allowance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in valuation allowance | |||
Balance at the beginning of the year | ¥ 14,999 | ¥ 101,036 | ¥ 92,204 |
Additions | 10,875 | 2,842 | 8,832 |
Reversals | (6,023) | (88,879) | |
Balance at the end of the year | ¥ 19,851 | ¥ 14,999 | ¥ 101,036 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares (Details) ¥ in Thousands, $ in Thousands | Jul. 17, 2015USD ($)shares | Jul. 17, 2015CNY (¥)shares | Jul. 11, 2014USD ($)shares | Jul. 11, 2014CNY (¥)shares | Jul. 11, 2013USD ($)shares | Jul. 11, 2013CNY (¥)shares | Feb. 28, 2012USD ($)shares | Feb. 28, 2012CNY (¥)shares | Feb. 07, 2012USD ($)shares | Feb. 07, 2012CNY (¥)shares | Sep. 23, 2011USD ($)shares | Sep. 23, 2011CNY (¥)shares | Dec. 31, 2016CNY (¥) | Dec. 31, 2018CNY (¥) |
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | ¥ 1,079,939 | ¥ 1,749,452 | ||||||||||||
Redemption value accretion | 595,742 | 202,679 | ||||||||||||
Foreign currency translation adjustment | 73,771 | (96,862) | ||||||||||||
Conversion of preferred shares to ordinary shares | (1,855,269) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 1,749,452 | |||||||||||||
Proceeds from issuance of convertible promissory notes | $ 3,333 | ¥ 20,973 | ||||||||||||
Series A-1 Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 52,517 | 134,719 | ||||||||||||
Redemption value accretion | 78,608 | 26,356 | ||||||||||||
Foreign currency translation adjustment | 3,594 | (7,651) | ||||||||||||
Conversion of preferred shares to ordinary shares | (153,424) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 134,719 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 1,250,000 | 1,250,000 | ||||||||||||
Series A-2 Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 57,904 | 152,097 | ||||||||||||
Redemption value accretion | 90,231 | 29,619 | ||||||||||||
Foreign currency translation adjustment | 3,962 | (8,632) | ||||||||||||
Conversion of preferred shares to ordinary shares | (173,084) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 152,097 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 178,572 | 178,572 | 1,250,000 | 1,250,000 | ||||||||||
Proceeds from issuance of redeemable convertible preferred shares | $ 2,000 | ¥ 13,153 | ||||||||||||
Series B Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 155,106 | 293,455 | ||||||||||||
Redemption value accretion | 127,746 | 60,289 | ||||||||||||
Foreign currency translation adjustment | 10,603 | (16,763) | ||||||||||||
Conversion of preferred shares to ordinary shares | (336,981) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 293,455 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 2,380,952 | 2,380,952 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred shares | $ 6,666 | ¥ 41,946 | ||||||||||||
Series C Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 118,535 | 197,987 | ||||||||||||
Redemption value accretion | 71,359 | 40,164 | ||||||||||||
Foreign currency translation adjustment | 8,093 | (11,297) | ||||||||||||
Conversion of preferred shares to ordinary shares | (226,854) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 197,987 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 1,571,973 | 1,571,973 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred shares | $ 11,404 | ¥ 70,462 | ||||||||||||
Series D Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 306,098 | 438,683 | ||||||||||||
Redemption value accretion | 111,684 | 57,988 | ||||||||||||
Foreign currency translation adjustment | 20,901 | (24,341) | ||||||||||||
Conversion of preferred shares to ordinary shares | (472,330) | |||||||||||||
Redeemable convertible preferred shares, ending balance | 438,683 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 3,178,652 | 3,178,652 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred shares | $ 35,000 | ¥ 215,863 | ||||||||||||
Series E Redeemable Convertible Preferred Shares | ||||||||||||||
Redeemable convertible preferred shares | ||||||||||||||
Redeemable convertible preferred shares, beginning balance | 389,779 | 532,511 | ||||||||||||
Redemption value accretion | 116,114 | (11,737) | ||||||||||||
Foreign currency translation adjustment | 26,618 | (28,178) | ||||||||||||
Conversion of preferred shares to ordinary shares | ¥ (492,596) | |||||||||||||
Redeemable convertible preferred shares, ending balance | ¥ 532,511 | |||||||||||||
Number of redeemable convertible preferred shares issued | shares | 2,925,658 | 2,925,658 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred shares | $ 55,000 | ¥ 342,880 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares - Redemption Rights (Details) | 12 Months Ended | |
Dec. 31, 2018 | May 10, 2018 | |
Series A-1 Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 50.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 8.00% | |
Series A-2 Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 50.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 8.00% | |
Series B Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 50.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 8.00% | |
Series C Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 75.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 8.00% | |
Series D Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 50.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 15.00% | |
Series E Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum holding percentage for redemption of preferred stock | 50.00% | |
Annual interest percentage for determination of redemption price of preferred stock | 15.00% |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Shares - Conversion Rights (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Jul. 08, 2015 | |
Temporary Equity [Line Items] | ||
Minimum net offering proceeds for a Qualified IPO prior to Series E Preferred Shares | ¥ 61,500 | |
Minimum implied market capitalization for a Qualified IPO prior to Series E Preferred Shares | 410,000 | |
Series C Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Minimum percent of preferred stockholders for approval of conversion into ordinary shares | 75.00% | |
Series E Redeemable Convertible Preferred Shares | ||
Temporary Equity [Line Items] | ||
Revised minimum net offering proceeds for a Qualified IPO | 130,000 | |
Revised minimum implied market capitalization for a Qualified IPO | ¥ 550,000 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Shares - Dividend Rights and Liquidation Preferences (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity [Line Items] | |
Liquidation payment as percentage of original purchase price | 150.00% |
Series A-1 Redeemable Convertible Preferred Shares | |
Temporary Equity [Line Items] | |
Preferred stock, dividend rate (as a percent) | 10.00% |
Series A-2 Redeemable Convertible Preferred Shares | |
Temporary Equity [Line Items] | |
Preferred stock, dividend rate (as a percent) | 10.00% |
Redeemable Non-controlling In_3
Redeemable Non-controlling Interest (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Redeemable Non-controlling Interest | |||||
Balance at the beginning of the period | ¥ 5,582 | ¥ 5,082 | |||
Capital contribution | ¥ 5,000 | ||||
(Loss)/gain | (2,001) | 298 | 82 | ||
Accretion of redeemable non-controlling interest | 798 | 164 | |||
Foreign currency translation adjustment, net of nil income taxes | 4 | ||||
Balance at the end of the period | $ 1,103 | 7,587 | 5,582 | 5,082 | |
Foreign currency translation adjustment tax | ¥ 0 | ¥ 0 | ¥ 0 | ||
Acquisition of equity interest in consolidated subsidiary by third party (as a percent) | 15.00% | ||||
Consideration from sale of interest in consolidated subsidiaries | ¥ 5,000 | ||||
Redemption period (in years) | 3 years | ||||
Redemption value of redeemable non-controlling interest | ¥ 5,000 | ||||
Redemption value in interest (as a percentage) | 10.00% | ||||
Redemption value in net profit or earnings (as a percentage) | 15.00% |
Ordinary Shares (Details)
Ordinary Shares (Details) - Sep. 22, 2017 $ / shares in Units, ¥ in Thousands, $ in Thousands | USD ($)Vote$ / sharesshares | CNY (¥)Voteshares |
Class A | ||
Ordinary shares | ||
Number of votes | Vote | 1 | 1 |
Class A | Initial public offering | ||
Ordinary shares | ||
Shares issued (in shares) | 4,250,000 | 4,250,000 |
Offering price (dollar per share) | $ / shares | $ 26 | |
Net proceeds | $ 100,844 | ¥ 664,464 |
Class A | Private placement | ||
Ordinary shares | ||
Offering price (dollar per share) | $ / shares | $ 26 | |
Net proceeds | $ 30,000 | ¥ 197,697 |
Class A | Private placement | Gold Ease Global Limited | ||
Ordinary shares | ||
Shares issued (in shares) | 769,231 | 769,231 |
Class A | Private placement | YTL Cayman Limited | ||
Ordinary shares | ||
Shares issued (in shares) | 384,615 | 384,615 |
Class B | ||
Ordinary shares | ||
Number of votes | Vote | 20 | 20 |
Number of Class A ordinary share convertible from each Class B ordinary share | 1 | 1 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - American Depositary Shares $ / shares in Units, ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | |
Share Repurchase Program | |||||
Authorized to repurchase | $ | $ 20,000 | ||||
Repurchase term | 12 months | ||||
Shares repurchased (in shares) | shares | 157,859 | 157,859 | 359,595 | 359,595 | |
Shares repurchased | $ 4,149 | ¥ 28,412 | $ 6,459 | ¥ 42,606 | |
Weighted average price | $ / shares | $ 26.28 | $ 17.96 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Ordinary Shares (Details) - Restricted Stock ¥ in Thousands | Mar. 04, 2012shares | Mar. 31, 2012shares | May 31, 2011$ / sharesshares | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Share-based Compensation | ||||||
Ordinary shares reserved for restricted Stock (in shares) | 7,301,587 | 7,500,000 | ||||
Fair value of ordinary shares | $ / shares | $ 0.151 | |||||
Vesting term | 4 years | 4 years | ||||
Stock compensation expense | ¥ | ¥ 0 | ¥ 0 | ¥ 249 | |||
Series B Redeemable Convertible Preferred Shares | ||||||
Share-based Compensation | ||||||
Restricted ordinary shares transferred by the founder to a consultant for his service | 198,413 | |||||
After twelve months on May 26, 2012 | ||||||
Share-based Compensation | ||||||
Vesting right (as a percent) | 25.00% | |||||
Next three years after twelve months on May 26, 2012 | ||||||
Share-based Compensation | ||||||
Vesting right (as a percent) | 75.00% | |||||
Number of years for which the award is vested in equal instalments | 3 years |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Plan (Details) - Stock options $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2014shares | Dec. 31, 2018USD ($)item$ / sharesshares | Dec. 31, 2018CNY (¥)itemshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)itemshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2016CNY (¥)itemshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)shares |
Number of shares | |||||||||
Number of shares outstanding in the beginning | shares | 1,094,413 | 1,094,413 | 733,756 | 890,588 | |||||
Granted | shares | 261,123 | 261,123 | 670,201 | 63,450 | |||||
Forfeited | shares | (119,663) | (119,663) | (390,544) | (220,282) | |||||
Number of shares outstanding at the end | shares | 1,235,873 | 1,235,873 | 1,094,413 | 733,756 | 890,588 | ||||
Vested and expected to vest at the end | shares | 1,204,522 | 1,204,522 | |||||||
Weighted average exercise price | |||||||||
Weighted average exercise price, outstanding in the beginning | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Granted | $ / shares | 0.001 | 0.001 | 0.001 | ||||||
Forfeited | $ / shares | 0.001 | 0.001 | 0.001 | ||||||
Weighted average exercise price, outstanding at the end | $ / shares | 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Vested and expected to vest , weighted average exercise price | $ / shares | $ 0.001 | ||||||||
Weighted average remaining contractual term | 7 years 10 months 6 days | 7 years 10 months 6 days | 8 years 6 months 18 days | 7 years 11 months 23 days | 8 years 11 months 19 days | ||||
Vested and expected to vest , weighted average remaining contractual term | 7 years 9 months 22 days | 7 years 9 months 22 days | |||||||
Aggregate intrinsic value | $ | $ 22,416 | $ 21,142 | $ 14,384 | $ 12,554 | |||||
Vested and expected to vest , Aggregate intrinsic value | $ | $ 21,848 | ||||||||
Options exercisable (in shares) | shares | 853,541 | 853,541 | |||||||
Options exercisable, Weighted average exercise price | $ / shares | $ 0.001 | ||||||||
Options exercisable, Weighted average remaining contractual term | 7 years 3 months 4 days | 7 years 3 months 4 days | |||||||
Options exercisable, Aggregate intrinsic value | $ | $ 15,482 | ||||||||
Fair value assumptions | |||||||||
Expected volatility minimum range | 46.80% | 46.80% | 47.40% | 54.00% | |||||
Expected volatility maximum range | 49.60% | 49.60% | 50.00% | 55.00% | |||||
Risk-free interest rate minimum range (per annum) | 2.69% | 2.69% | 2.37% | 1.49% | |||||
Risk-free interest rate maximum range (per annum) | 2.87% | 2.87% | 2.40% | 1.78% | |||||
Exercise multiple lower range | item | 2.2 | 2.2 | 2.2 | 2.2 | |||||
Exercise multiple higher range | item | 2.8 | 2.8 | 2.8 | 2.8 | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||||
Expected term (in years) | 10 years | 10 years | 10 years | 10 years | |||||
Fair value of options granted to employees | ¥ | ¥ 29,974 | ¥ 72,137 | ¥ 6,888 | ||||||
Share-based Compensation expenses | ¥ | ¥ 23,675 | ¥ 46,077 | ¥ 0 | ||||||
Total unrecognized compensation expense | ¥ | ¥ 35,259 | ||||||||
Unrecognized compensation expense, weighted average period of recognition | 3 years 2 months 19 days | 3 years 2 months 19 days | |||||||
2014 Plan | |||||||||
Share-based Compensation | |||||||||
Maximum aggregate number of shares that may be issued | shares | 1,307,672 | ||||||||
Service period for vesting | 4 years | ||||||||
Vesting right (as a percent) | 25.00% | ||||||||
Class A | 2017 Plan | |||||||||
Share-based Compensation | |||||||||
Maximum aggregate number of shares that may be issued | shares | 1,307,672 | 1,307,672 | 1,307,672 | ||||||
Minimum | |||||||||
Fair value assumptions | |||||||||
Fair value of the underlying shares on the date of option grants (per share) | $ / shares | $ 16.919 | $ 14.379 | $ 15.020 | ||||||
Maximum | |||||||||
Fair value assumptions | |||||||||
Fair value of the underlying shares on the date of option grants (per share) | $ / shares | $ 20.979 | $ 21.573 | $ 16.987 | ||||||
Employee | 2017 Plan | |||||||||
Share-based Compensation | |||||||||
Service period for vesting | 4 years | ||||||||
Vesting percentage for each year (as a percent) | 25.00% |
Revenue - Revenue disaggregatio
Revenue - Revenue disaggregation by types of products (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Revenue disaggregation by types of products | ||||
Total revenues | $ 783,590 | ¥ 5,387,577 | ¥ 3,740,455 | ¥ 2,593,822 |
Merchandise sales | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 762,773 | 5,244,446 | 3,680,795 | 2,566,872 |
Watches | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 1,772,466 | 1,122,756 | 863,382 | |
Bags | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 797,700 | 837,516 | 691,474 | |
Clothing, Footwear and Accessories | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 1,412,024 | 833,102 | 403,722 | |
Jewelleries | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 856,110 | 703,216 | 531,533 | |
Other products | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 406,146 | 184,205 | 76,761 | |
Marketplace and other services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | $ 20,817 | 143,131 | 59,660 | 26,950 |
Marketplace services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 86,720 | 42,114 | 15,707 | |
Other services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | ¥ 56,411 | ¥ 17,546 | ¥ 11,243 |
Revenue - Group's revenues from
Revenue - Group's revenues from the geographical areas (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Revenues from geographic areas | ||||
Total revenues | $ 783,590 | ¥ 5,387,577 | ¥ 3,740,455 | ¥ 2,593,822 |
PRC, excluding Hong Kong | ||||
Revenues from geographic areas | ||||
Total revenues | 4,816,463 | 3,435,661 | 2,379,062 | |
Hong Kong | ||||
Revenues from geographic areas | ||||
Total revenues | 554,376 | 286,807 | 201,559 | |
Others | ||||
Revenues from geographic areas | ||||
Total revenues | ¥ 16,738 | ¥ 17,987 | ¥ 13,201 |
Revenue - Impact of adoption of
Revenue - Impact of adoption of ASC 606 on the Financial position (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Impact of adoption of ASC 606 on the Financial position | ||||
Proceeds from Customers | ¥ 66,954 | |||
Deferred revenue | ¥ 62,478 | ¥ 12,051 | ||
Accrued expenses and other current liabilities | $ 51,300 | 352,714 | ¥ 343,936 | |
Without adoption of ASC 606 | ||||
Impact of adoption of ASC 606 on the Financial position | ||||
Proceeds from Customers | 108,810 | |||
Deferred revenue | 23,199 | |||
Accrued expenses and other current liabilities | 350,137 | |||
Adjustments | ||||
Impact of adoption of ASC 606 on the Financial position | ||||
Proceeds from Customers | ¥ 41,856 | |||
Deferred revenue | (39,279) | |||
Accrued expenses and other current liabilities | ¥ (2,577) |
Revenue - Changes in the compan
Revenue - Changes in the company's deferred revenue (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | ||
Deferred revenue at the beginning of the year | ¥ 12,051 | |
Reclassification of VAT payable to Accrued expenses and other liabilities | ¥ (562) | |
Reclassification of Advance from customers | ¥ 53,091 | |
Cash received in advance, net of VAT | 5,327,054 | |
Revenue recognized from opening balance of Deferred revenue | (64,580) | |
Revenue recognized from Deferred revenue | (5,264,576) | |
Deferred revenue at the end of the year | ¥ 62,478 | |
Remaining performance obligations, practical expedient | true |
Segment information - Group's n
Segment information - Group's net revenues and Group's long-lived assets (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Information | ||
Total long-lived assets | ¥ 108,408 | ¥ 48,878 |
PRC, excluding Hong Kong | ||
Segment Information | ||
Total long-lived assets | 63,086 | 38,366 |
Hong Kong | ||
Segment Information | ||
Total long-lived assets | 37,542 | 1,629 |
Others | ||
Segment Information | ||
Total long-lived assets | ¥ 7,780 | ¥ 8,883 |
Net (loss)_income per Share (De
Net (loss)/income per Share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | Dec. 31, 2016CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net (loss)/income attributable to Secoo Holding Limited | $ 22,083 | ¥ 151,833 | ¥ 134,056 | ¥ (44,453) |
Accretion to redeemable non-controlling interest redemption value | ¥ | (798) | (164) | ||
Accretion to preferred share redemption value | ¥ | (202,679) | (595,742) | ||
Net (loss)/income attributable to ordinary shareholders of Secoo Holding Limited | $ 22,083 | ¥ 151,833 | ¥ (69,421) | ¥ (640,359) |
Denominator: | ||||
Weighted average number of ordinary shares | 25,235,404 | 25,235,404 | 12,500,821 | 7,189,933 |
Adjustment for diluted options | 947,518 | 947,518 | ||
Denominator for diluted net loss per share calculation | 26,182,922 | 26,182,922 | 12,500,821 | 7,189,933 |
Net (loss)/income per ordinary share | ||||
Basic | (per share) | $ 0.88 | ¥ 6.02 | ¥ (5.55) | ¥ (89.06) |
Diluted | (per share) | $ 0.84 | ¥ 5.80 | ¥ (5.55) | ¥ (89.06) |
Net (loss)_income per Share - A
Net (loss)/income per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted shares and stock options | |||
Net Loss per Share | |||
Potentially dilutive securities | 1,094,413 | 733,756 | |
Redeemable Convertible Preferred Shares | |||
Net Loss per Share | |||
Potentially dilutive securities | 12,735,807 | ||
Convertible note and warrant | |||
Net Loss per Share | |||
Potentially dilutive securities | 6,980,769 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies | |||
Rental expenses | ¥ 39,581 | ¥ 34,090 | ¥ 35,788 |
Future minimum lease commitments | |||
2019 | 33,740 | ||
2020 | 19,554 | ||
2021 | 12,507 | ||
2022 | 2,624 | ||
2023 | 402 | ||
Total | ¥ 68,827 |
Related Party Transactions (Det
Related Party Transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | Dec. 31, 2018CNY (¥) | |
Related Party Transactions | |||||
Amount due from related party | $ 1,932 | ¥ 38 | ¥ 13,284 | ||
Borrowing from related parties | 652 | ¥ 4,480 | |||
Repayments to related parties | 664 | 4,562 | 1,025 | ¥ 321 | |
Due to chairman and chief exercise officer | $ 227 | 2,467 | 1,564 | ||
Jiangxi Tiangong | |||||
Related Party Transactions | |||||
Payments made on behalf of related party to exercise significant influence | 0 | 287 | 0 | ||
Amount due from related party | 38 | 0 | 35 | ||
Proceeds from collection of advance to related party for exercise significant influence | 249 | ||||
Yichun Chuaichuai | |||||
Related Party Transactions | |||||
Amount due from related party | 0 | 0 | 11,124 | ||
Purchases to related parties | 9,636 | 1,712 | 0 | ||
Amount paid | 4,420 | 1,712 | |||
Amount due to related party | 1,173 | 0 | 352 | ||
Yichun Guangyao | |||||
Related Party Transactions | |||||
Payments made on behalf of related party to exercise significant influence | 2,100 | 0 | 0 | ||
Mr. Richard Rixue Li | |||||
Related Party Transactions | |||||
Borrowing from related parties | 0 | 0 | 0 | ||
Repayments to related parties | 493 | 1,025 | 320 | ||
Due to chairman and chief exercise officer | 1,294 | 2,319 | 801 | ||
Mr. Rimei Li | |||||
Related Party Transactions | |||||
Borrowing from related parties | 4,480 | ||||
Repayments to related parties | 4,069 | ||||
Due to chairman and chief exercise officer | ¥ 411 | ||||
Shikonglian | |||||
Related Party Transactions | |||||
Payments made on behalf of related party to exercise significant influence | ¥ 25 | ¥ 0 | ¥ 0 |