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6-K 1 ea190564-6k_newegg.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2023

 

Commission File Number: 001-34661

 

Newegg Commerce, Inc.

(Translation of registrant’s name in English)

 

17560 Rowland Street, City of Industry, CA 91748

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 


 

Q3 2023 Results

 

On December 22, 2023, Newegg Commerce, Inc. (the “Company” or “Newegg”) issued a press release announcing its financial results for the nine months ended September 30, 2023, along with revised guidance for 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

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INDEX TO EXHIBITS

 

Exhibit
Number
  Exhibit Title
99.1   Press Release dated December 22, 2023

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Newegg Commerce, Inc.
     
December 22, 2023 By: /s/ Robert Chang
    Robert Chang
    Chief Financial Officer

 

 

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EX-99.1 2 ea190564ex99-1_newegg.htm PRESS RELEASE DATED DECEMBER 22, 2023

Exhibit 99.1

 

 

Newegg Announces Q3 2023 Results

 

CITY OF INDUSTRY, Calif., December 22, 2023 – Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the nine months ended September 30, 2023, and revised guidance for the year ending December 31, 2023.

 

“While we continued to experience lower-than-expected results in the third quarter due to challenging macroeconomic conditions and declining consumer demand, I am excited to share the launch of several new initiatives underway, including the development of new sales channels through Walmart.com and TikTok Shop, our renewed focus on systems and finished good categories, and the expansion of our U.S. marketplace efforts,” said Newegg CEO Anthony Chow. “I am also proud of our continued progress in streamlining operations, an example of which includes our implementation of Geek+ autonomous robots to enhance warehouse operational efficiency. Further, we are beginning to see some positive momentum for Black Friday, Cyber Monday and holiday shopping during the fourth quarter, which we hope to carry into the new year.”

 

“Finally, I am pleased to have announced our inaugural $10.0 million share repurchase program last month, which we intend to use opportunistically to enhance shareholder value.”

 

Newegg Chief Accounting Officer Christina Ching added, “We have started to see some moderation in the rate of decline in our business in the second half as a result of momentum from our Black Friday and Cyber Monday sales period.”

 

“Our team has moved swiftly to realize SG&A savings in response to declining demand this year, and I am pleased with our progress thus far in achieving substantial year-over-year savings. As a result of various one-time reduction expenses, we expect to see the full benefit of these initiatives in 2024. Separately, our full year projections were negatively impacted by a combination of external factors, including one-time product shortages and delayed product launch cycles, particularly in the GPU category.”

 

“We remain keenly focused on maintaining healthy inventory turnover and a strong cash position. Our current average inventory turnover is 40 days, and we have reduced total inventory levels from $156 million, as of December 31, 2022, to $142 million as of September 30, 2023. Furthermore, as of September 30, 2023, we had $54 million in cash on hand and no outstanding balance under our revolving credit facility.”

 

2023 Q3 Financial Highlights

 

  Net sales decreased 16.0% to $1,040.8 million for the nine months ended September 30, 2023, compared to $1,239.7 million for the nine months ended September 30, 2022.

 

  GMV (defined below) decreased 20.2% to $1,265.0 million for the nine months ended September 30, 2023, compared to $1,585.0 million for the nine months ended September 30, 2022.

 

  Gross profit decreased 24.7% to $118.1 million for the nine months ended September 30, 2023, compared to $156.9 million for the nine months ended September 30, 2022.

 

  Net loss was $44.0 million for the nine months ended September 30, 2023, compared to $27.4 million for the nine months ended September 30, 2022.

 

  Adjusted EBITDA (defined below) decreased to $(17.0) million for the nine months ended September 30, 2023, compared to $(4.5) million for the nine months ended September 30, 2022.

 

 


 

 

2023 Updated Full Year Guidance

 

The Company currently expects to achieve the following financial performance for the current year ending December 31, 2023:

 

  Net sales to be between $1.42 billion and $1.47 billion.

 

  GMV to be between $1.78 billion and $1.83 billion.

 

  Gross profit to be between $160.0 million and $165.0 million.

 

  Net loss to be between $56.0 million and $60.0 million.

 

  Adjusted EBITDA to be between $(21.0) million and $(25.0) million.

 

Mr. Chow added, “We remain optimistic about the future of the business. We continue to innovate in important areas, such as social media and social sharing. As a key partner of TikTok Shop, we have substantially enhanced our social media presence and reach within the key Gen Z demographic. We also launched an innovative social sharing sales channel, Group Buy, in November. Group Buy is our daily deal offer that requires a minimum number of customers to register online each day in order to unlock an attractive deal. Group Buy is designed to encourage customers to share daily deals through social media in order to generate group excitement and attract additional traffic to our site. We believe these types of forward-looking initiatives continue to set Newegg apart in the e-commerce market.”

 

About Newegg

 

Newegg Commerce, Inc. (NASDAQ: NEGG), founded in 2001 and based in the City of Industry, California, is a leading global online retailer for PC hardware, consumer electronics, gaming peripherals, home appliances, automotive and lifestyle technology. Newegg also serves businesses’ e-commerce needs with marketing, supply chain, and technical solutions in a single platform. For more information, please visit Newegg.com.

 

Follow Newegg on X (formerly Twitter), TikTok, Instagram, Facebook, YouTube, Twitch and Discord.

 

Non-GAAP Financial Information

 

This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the schedules attached hereto.

 

The Company provides certain guidance on a non-GAAP basis but is unable to provide a reconciliation to the most directly comparable GAAP financial measure without unreasonable efforts, as the Company cannot predict some elements that are included in such directly comparable GAAP financial measure. These elements could have a material impact on the Company’s reported GAAP results for the guidance period.

 

GMV

 

The Company defines gross merchandise value, or GMV, as the total dollar value of products sold on its websites and third-party marketplace platforms, directly to customers and by its Marketplace sellers through Newegg Marketplace, net of returns, discounts, taxes, and cancellations. GMV also includes the services fees charged through its Newegg Partner Services (“NPS”) in rendering services for its third-party logistics (“3PL”), shipped-by-Newegg (“SBN”), staffing and media ad services, as well as the sales made by its Asia subsidiaries.

 

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Adjusted EBITDA

 

Newegg calculates Adjusted EBITDA as net income/loss, excluding stock-based compensation expense, depreciation and amortization expense, interest income, net, income tax (benefit) provision, gain/loss from warrants liabilities, gain/loss from sales of investment, impairment of equity investment, and loss (income) from equity investment.

 

Newegg believes that exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and excludes items that it does not consider to be indicative of its core operating performance. Accordingly, Newegg believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as its management and board of directors.

 

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of Newegg’s results as reported under GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation; Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to Newegg; and other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, operating profit and Newegg’s other GAAP results.

 

Cautionary Statement Concerning Forward-Looking Statements

 

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain other statements about the future may be deemed forward-looking statements. Although Newegg believes that the expectations reflected in such forward-looking statements are reasonable at the time given, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These risks and uncertainties include changes in global economic and geopolitical conditions, fluctuations in customer demand and spending, inflation, interest rates and global supply chain constraints. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.

 

Contact

 

Newegg Commerce, Inc.:

Investor Relations

ir@newegg.com

 

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NEWEGG COMMERCE, INC.

Consolidated Balance Sheets

(In thousands, except par value) (Unaudited)

 

    September 30,
2023
   

December 31,

2022

 
Assets            
Current assets:            
Cash and cash equivalents   $ 54,006     $ 122,559  
Restricted cash     1,137       947  
Accounts receivable, net     51,582       83,517  
Inventories, net     142,303       156,016  
Income taxes receivable     989       5,173  
Prepaid expenses     9,265       16,999  
Other current assets     3,514       5,611  
Total current assets     262,796       390,822  
                 
Property and equipment, net     62,793       45,075  
Noncurrent deferred tax assets     2,789       868  
Investment at cost     2,250       11,250  
Right of use assets, net     78,493       84,161  
Other noncurrent assets     9,397       9,919  
Total assets   $ 418,518     $ 542,095  
                 
Liabilities and Equity                
Current liabilities:                
Accounts payable   $ 143,301     $ 207,147  
Accrued liabilities     30,806       51,003  
Deferred revenue     15,970       31,028  
Line of credit     7,157       6,056  
Current portion of long-term debt     259       269  
Lease liabilities – current     12,868       14,265  
Total current liabilities     210,361       309,768  
                 
Long-term debt, less current portion     1,154       1,404  
Income taxes payable     739       739  
Lease liabilities – noncurrent     70,047       74,838  
Other liabilities     417       124  
Total liabilities     282,718       386,873  
                 
Stockholders’ Equity                
Common Stock, $0.021848 par value; unlimited shares authorized; 380,128 and 376,660 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively     8,305       8,230  
Additional paid-in capital     258,362       232,776  
Notes receivable – related party     (15,189 )     (15,189 )
Accumulated other comprehensive income     43       1,114  
Accumulated deficit     (115,721 )     (71,709 )
Total stockholders’ equity     135,800       155,222  
Total liabilities and stockholders’ equity   $ 418,518     $ 542,095  

 

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NEWEGG COMMERCE, INC.

Consolidated Statements of Operations

(In thousands, unaudited)

 

    Nine Months Ended
September 30,
 
    2023     2022  
Net sales   $ 1,040,819     $ 1,239,698  
Cost of sales     922,692       1,082,774  
Gross profit     118,127       156,924  
Selling, general, and administrative expenses     171,550       198,425  
Loss from operations     (53,423 )     (41,501 )
Interest income     1,740       700  
Interest expense     (909 )     (573 )
Other income, net     559       4,744  
Gain from sales of investment     5,060       1,669  
Change in fair value of warrants liabilities     25       979  
Loss before provision for income taxes     (46,948 )     (33,982 )
Benefit from income taxes     (2,936 )     (6,625 )
Net loss   $ (44,012 )   $ (27,357 )

 

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NEWEGG COMMERCE, INC.

Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

 

    Nine Months Ended
September 30,
 
    2023     2022  
Cash flows from operating activities:            
Net loss   $ (44,012 )   $ (27,357 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     9,655       7,944  
Allowance for expected credit losses     37       679  
Allowance for related party receivable     -       (25 )
Provision for obsolete and excess inventory     3,387       6,495  
Stock-based compensation     25,881       24,395  
Gain from sales of investment     (5,060 )     (1,669 )
Change in fair value of warrant liabilities     (25 )     (979 )
Loss on disposal of property and equipment     218       435  
Unrealized loss on marketable securities     -       55  
Deferred income taxes     (1,942 )     (6,653 )
Changes in operating assets and liabilities:                
Accounts receivable     31,772       6,714  
Inventories     10,332       90,894  
Prepaid expenses     7,725       5,731  
Other assets     12,253       (2,371 )
Accounts payable     (63,842 )     (76,527 )
Accrued liabilities and other liabilities     (26,589 )     (33,339 )
Deferred revenue     (15,063 )     (15,713 )
Net cash used in operating activities     (55,273 )     (21,291 )
Cash flows from investing activities:                
Payments to acquire property and equipment     (28,756 )     (8,610 )
Proceeds on disposal of property and equipment     60       1  
Proceeds from sales of investment     14,060       5,419  
Net cash used in investing activities     (14,636 )     (3,190 )
Cash flows from financing activities:                
Borrowings under line of credit     27,502       46,211  
Repayments under line of credit     (26,098 )     (45,757 )
Repayments of long-term debt     (199 )     (209 )
Proceeds from exercise of stock options     1,163       2,366  
Payments for employee taxes related to stock-based compensation     (628 )      
Net cash provided by financing activities     1,740       2,611  
Foreign currency effect on cash, cash equivalents and restricted cash     (194 )     641  
Net decrease in cash, cash equivalents and restricted cash     (68,363 )     (21,229 )
Cash, cash equivalents and restricted cash:                
Beginning of period     123,506       104,330  
End of period   $ 55,143     $ 83,101  

 

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Schedule 1

 

Reconciliation of Net Sales to GMV

 

    For the Nine Months Ended
September 30,
 
    2023     2022  
    (in millions)  
Net Sales   $ 1,040.8     $ 1,239.7  
Adjustments:                
GMV - Marketplace     278.5       409.3  
Marketplace Commission     (25.5 )     (37.7 )
Deferred Revenue     (10.5 )     (12.1 )
Other     (18.3 )     (14.2 )
GMV   $ 1,265.0     $ 1,585.0  

 

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Schedule 2

 

Reconciliation of Net Loss to Adjusted EBITDA

 

    For the Nine Months Ended
September 30,
 
    2023     2022  
    (in millions)  
Net loss   $ (44.0 )   $ (27.4 )
Adjustments:                
Stock-based compensation expenses     25.9       24.4  
Interest income, net     (0.8 )     (0.1 )
Income tax benefit     (2.9 )     (6.6 )
Depreciation and amortization     9.9       7.9  
Gain from sales of investment     (5.1 )     (1.7 )
Gain from change in fair value of warrants liabilities           (1.0 )
Adjusted EBITDA   $ (17.0 )   $ (4.5 )

 

 

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