ZW Data Action Technologies Inc 10-Q for FY2023 Q3
ZW Data Action Technologies Inc. (CNET)
About this 10-Q
ZW Data Action Technologies Inc filed this 10-Q on November 20, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9.18M
- up 27.2% from $7.22M a year earlier
- Net loss
- $1.52M
- compared with a net loss of $2.84M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from ____ to _____
Commission File Number:
ZW Data Action Technologies Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| | | |
Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 20, 2023, the registrant had
TABLE OF CONTENTS
Item 1. Interim Financial Statements
The Public Company Accounting Oversight Board (the “PCAOB”) had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprived our investors of the benefits of such inspections.
Our former auditor, the independent registered public accounting firm that issued the audit report in our SEC filings, and our current auditor, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our former and current auditors are located in Hong Kong Special Administrative Region of the PRC ("Hong Kong"), China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations before 2022. As a result, we and investors in our securities were deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong in 2022. However, the inability of the PCAOB to conduct inspections of auditors in Hong Kong in the past made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China mainland and Hong Kong that have been subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely auditors located in China mainland and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.
On December 18, 2020, the Holding Foreign Companies Accountable Act, or the HFCAA, was signed into law that states if the SEC determines that issuers have filed audit reports issued by a registered public accounting firm that has not been subject to PCAOB inspection for three consecutive years beginning in 2021, the SEC shall prohibit its common stock from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, to prohibit securities of any registrant from being listed on any of the U.S. securities exchanges or traded over-the-counter if the auditor of the registrant’s financial statements is not subject to PCAOB inspection for two consecutive years, instead of three consecutive years as enacted in the HFCAA. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA, pursuant to which the SEC will identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law.
On December 16, 2021, the PCAOB issued a HFCAA Determination Report (the “2021 PCAOB Determinations”) to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong because of positions taken by the Chinese authorities, and our former auditor was subject to this determination. On May 13, 2022, the SEC conclusively identified us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2021.
On August 26, 2022, the PCAOB signed a Statement of Protocol on agreement governing on inspections of audit firms based in mainland China and Hong Kong, with China Securities Regulatory Commission (“CSRC”) and Ministry of Finance (“MOF”) of the PRC, in regarding to governing inspections and investigations of audit firms headquartered in mainland China and Hong Kong (the “Agreement”). As stated in the Agreement, the Chinese authorities committed that the PCAOB has direct access to view complete audit work papers under its inspections or investigations and has sole discretion to the selected audit firms and audit engagements. The Agreement opens access for the PCAOB to inspect and investigate the registered public accounting firms in mainland China and Hong Kong completely. The PCAOB then thoroughly tested compliance with every aspect of the Agreement necessary to determine complete access. This included sending a team of PCAOB staff to conduct on-site inspections and investigations in Hong Kong over a nine-week period from September to November 2022.
On December 15, 2022, the PCAOB issued its 2022 HFCAA Determination Report to notify the SEC of its determination that the PCAOB was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022. The PCAOB Board vacated its 2021 PCAOB Determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer following the filing of our annual report for the fiscal year ended December 31, 2022. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control.
The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB does not have to wait another year to reassess its determinations. Should the PRC authorities obstruct the PCAOB’s access to inspect or investigate completely in any way and at any point, the PCAOB will act immediately to consider the need to issue new determinations consistent with the HFCAA.
We cannot assure you that our auditor will not be determined as a register public accounting firm that the PCAOB is unable to inspect or investigate completely for two consecutive years because of positions taken by the Chinese authorities and/or any other causes in the future. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in China mainland and Hong Kong, we may be identified as a Commission-Identified Issuer accordingly. If this happens, Nasdaq may determine to delist our common stock, and there is no certainty that we will be able to continue listing our common stock on other non-U.S. stock exchanges or that an active market for our common stock will immediately develop outside of the U.S. The prohibiting from trading in the United States or delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)
| September 30, 2023 | December 31, 2022 | |||||||
| (US $) | (US $) | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit loss of $and $, respectively | ||||||||
| Prepayment and deposit to suppliers | ||||||||
| Other current assets, net | ||||||||
| Total current assets | ||||||||
| Long-term investments | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Long-term deposits and prepayments | ||||||||
| Deferred tax assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable * | $ | $ | ||||||
| Advance from customers * | ||||||||
| Accrued payroll and other accruals * | ||||||||
| Taxes payable * | ||||||||
| Operating lease liabilities * | ||||||||
| Lease payment liability related to short-term leases * | ||||||||
| Other current liabilities * | ||||||||
| Warrant liabilities | ||||||||
| Total current liabilities | ||||||||
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except for number of shares and per share data)
| September 30, 2023 | December 31, 2022 | |||||||
| (US $) | (US $) | |||||||
| (Unaudited) | ||||||||
| Long-term liabilities: | ||||||||
| Operating lease liabilities-Non current * | ||||||||
| Long-term borrowing from a related party | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
| ZW Data Action Technologies Inc.’s stockholders’ equity | ||||||||
| Common stock (US$par value; authorized shares; issued and outstanding shares and shares at September 30, 2023 and December 31, 2022, respectively) | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
* Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets (Note 2).
**Retrospectively restated for effect of the 1-for-5 reverse stock split effective on January 18, 2023, see Note 4(g).
See notes to unaudited condensed consolidated financial statements
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for number of shares and per share data)
| Nine Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
|||||||||||||
| (US $) |
(US $) |
(US $) |
(US $) |
|||||||||||||
| (Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
| Revenues |
$ | $ | $ | $ | ||||||||||||
| Cost of revenues |
||||||||||||||||
| Gross (loss)/ profit |
( |
) | ( |
) | ( |
) | ||||||||||
| Operating expenses |
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| Sales and marketing expenses |
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| General and administrative expenses |
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| Research and development expenses |
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| Total operating expenses |
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| Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income/(expenses) |
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| Interest income |
||||||||||||||||
| Other expenses, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Impairment on long-term investment |
( |
) | ||||||||||||||
| Change in fair value of warrant liabilities |
( |
) | ||||||||||||||
| Total other income/(expenses) |
( |
) | ||||||||||||||
| Loss before income tax benefit/(expense) and noncontrolling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax benefit/(expenses) |
( |
) | ( |
) | ||||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (CONTINUED）
(In thousands, except for number of shares and per share data)
| Nine Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
|||||||||||||
| (US $) |
(US $) |
(US $) |
(US $) |
|||||||||||||
| (Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Foreign currency translation income/(loss) |
( |
) | ||||||||||||||
| Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Loss per share |
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| Loss per common share |
||||||||||||||||
| Basic and diluted** |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of common shares outstanding: |
||||||||||||||||
| Basic and diluted** |
||||||||||||||||
**Retrospectively restated for effect of the 1-for-5 reverse stock split effective on January 18, 2023, see Note 4(g).
See notes to unaudited condensed consolidated financial statements
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Nine Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| (US $) |
(US $) |
|||||||
| (Unaudited) |
(Unaudited) |
|||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities |
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| Depreciation and amortization |
||||||||
| Amortization of operating lease right-of-use assets |
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| Share-based compensation expenses |
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| Provision for allowances for credit losses |
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| Loss on disposal of long-term investments |
||||||||
| Deferred taxes |
( |
) | ||||||
| Disposal of fixed assets |
||||||||
| Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
| Other non-operating income |
( |
) | ( |
) | ||||
| Changes in operating assets and liabilities |
||||||||
| Accounts receivable |
( |
) | ||||||
| Prepayment and deposit to suppliers |
( |
) | ( |
) | ||||
| Due from related parties |
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| Other current assets |
||||||||
| Accounts payable |
( |
) | ( |
) | ||||
| Advance from customers |
( |
) | ||||||
| Accrued payroll and other accruals |
( |
) | ( |
) | ||||
| Other current liabilities |
( |
) | ||||||
| Taxes payable |
( |
) | ||||||
| Lease payment liability related to short-term leases |
( |
) | ||||||
| Operating lease liabilities |
( |
) | ( |
) | ||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| Cash flows from investing activities |
||||||||
| Investments and advances to ownership investee entities |
( |
) | ||||||
| Proceeds from disposal of long-term investments |
||||||||
| Deposit paid for purchase of equipment |
( |
) | ||||||
| Repayment of short-term loans from ownership investee entities |
||||||||
| Short-term loans to unrelated parties |
( |
) | ( |
) | ||||
| Repayment of short-term loans and interest income from unrelated parties |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
| Nine Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| (US $) |
(US $) |
|||||||
| (Unaudited) |
(Unaudited) |
|||||||
| Cash flows from financing activities |
||||||||
| Net cash provided by financing activities |
||||||||
| Effect of exchange rate fluctuation on cash and cash equivalents |
( |
) | ( |
) | ||||
| Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of the period |
||||||||
| Cash and cash equivalents at end of the period |
$ | $ | ||||||
| Supplemental disclosure of cash flow information |
||||||||
| Income taxes paid |
$ | $ | ||||||
| Interest expense paid |
$ | $ | ||||||
See notes to unaudited condensed consolidated financial statements
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2023
(In thousands, except for number of shares)
| Common stock |
Additional paid-in capital |
Statutory reserves |
Accumulated deficit |
Accumulated other comprehensive income/ (loss) |
Total equity |
|||||||||||||||||||||||
| Number of shares |
Amount |
|||||||||||||||||||||||||||
| (US $) |
(US $) |
(US $) |
(US $) |
(US $) |
(US $) |
|||||||||||||||||||||||
| Balance, January 1, 2023 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Cumulative effect adjustment related to adoption of ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Share-based compensation in exchange for services from employees and directors |
||||||||||||||||||||||||||||
| Net loss for the period |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign currency translation adjustment |
- | |||||||||||||||||||||||||||
| Balance, June 30, 2023 (unaudited) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Share-based compensation in exchange for services from employees and directors |
- | |||||||||||||||||||||||||||
| Net loss for the period |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance, September 30, 2023 (Unaudited) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
**Retrospectively restated for effect of the 1-for-5 reverse stock split effective on January 18, 2023, see Note 4(g).
See notes to unaudited condensed consolidated financial statements
ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2022
(In thousands, except for number of shares)
| Common stock** |
Additional paid-in capital |
Statutory reserves |
Accumulated deficit |
Accumulated other comprehensive income/ (loss) |
Total equity |
|||||||||||||||||||||||
| Number of shares |
Amount |
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| (US $) |
(US $) |
(US $) |
(US $) |
(US $) |
(US $) |
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| Balance, January 1, 2022 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Share-based compensation in exchange for services from nonemployees |
||||||||||||||||||||||||||||
| Share-based compensation in exchange for services from employees and directors |
||||||||||||||||||||||||||||
| Net loss for the period |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign currency translation adjustment |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance, June 30, 2022 (unaudited) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Share-based compensation in exchange for services from employees and directors |
- | |||||||||||||||||||||||||||
| Net loss for the period |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Foreign currency translation adjustment |
- | |||||||||||||||||||||||||||
| Balance, September 30, 2022 (Unaudited) |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
**Retrospectively restated for effect of the 1-for-5 reverse stock split effective on January 18, 2023, see Note 4(g).
See notes to unaudited condensed consolidated financial statements
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 1. | Organization and nature of operations |
ZW Data Action Technologies Inc. (the “Company”) was incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevada corporation in October 2006. On June 26, 2009, the Company consummated a share exchange transaction with China Net Online Media Group Limited (the “Share Exchange”), a company organized under the laws of British Virgin Islands (“China Net BVI”). As a result of the Share Exchange, China Net BVI became a wholly owned subsidiary of the Company and the Company is now a holding company, which, through certain contractual arrangements with operating companies in the People’s Republic of China (the “PRC”), is engaged in providing Internet advertising, precision marketing, e-commerce online to offline (O2O) advertising and marketing services as well as the related data and technical services to small and medium enterprises (SMEs) in the PRC. The Company also develops blockchain enabled web/mobile applications and provides software solutions, i.e., Software-as-a-Service (“SaaS”) services for clients.
| 2. | Variable interest entities |
The Company is not an operating company in China, but a Nevada holding company with no equity ownership in the VIEs. The Company primarily conducts its operations in China through its PRC subsidiaries, the VIEs, with which the Company has entered into contractual arrangements, and their subsidiaries in China. Summarized below is the information related to the VIEs’ assets and liabilities reported in the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively:
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepayment and deposit to suppliers | ||||||||
| Other current assets, net | ||||||||
| Total current assets | ||||||||
| Long-term investments | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Deferred tax assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Accrued payroll and other accruals | ||||||||
| Taxes payable | ||||||||
| Operating lease liabilities | ||||||||
| Lease payment liability related to short-term leases | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Summarized below is the information related to the financial performance of the VIEs reported in the Company’s condensed consolidated statements of operations and comprehensive loss for the nine and three months ended September 30, 2023 and 2022, respectively:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 3. | Liquidity and Capital Resources |
The Company incurred operating losses and may continue to incur operating losses, and as a result, to generate negative cash flows as the Company implements its future business plan. For the nine months ended September 30, 2023, the Company incurred a loss from operations of million and a net operating cash outflow of million. As of September 30, 2023, the Company had cash and cash equivalents of million and working capital of million, compared with approximately million and millions as of December 31, 2022, respectively.
Currently, the Company does not have sufficient cash or commitments for financing to sustain its operation for the twelve months from the issuance date of these financial statements. The Company plans to optimize its internet resources cost investment strategy to improve the gross profit margin of its core business and to further strengthen the accounts receivables collection management, and negotiate with major suppliers for more favorable payment terms, all of which will help to substantially increase the cashflows from operations. In addition, to further improve its liquidity, the Company plans to reduce its operating costs through optimizing the personnel structure among different offices, and reduce its office leasing spaces, if needed. Beginning in early 2022, the Company introduced its SaaS services to customers. The Company’s SaaS services are provided based on technologies of its self-developed Blockchain Integrated Framework (“BIF”) platform. The BIF platform enables the Company’s clients to utilize the BIF platform as an enterprise management software to record, share and storage operating data on-chain, and/or to generate unique designed Non-fungible Token (“NFTs”) for their IPs and certificates. While the COVID-19 epidemic and the associated long-time quarantine and business shutdown measures throughout fiscal 2022 adversely affected the Company’s SaaS services promotion, and revenues from the new SaaS services business and its profitability have not met the Company’s expectations, the Company still expects these services to generate positive cash flow and improve liquidity since they rely on technologies of its self-developed software platform, thus reducing the need for substantial cash outflow to third-party service providers. In July 2023, the Company established a new majority-owned subsidiary, ChinaNet Yun Chuang (Guangzhou) Media Technology Co., Ltd. (“ChinaNet Yun Chuang”), to expand into the livestream operation industry, with expectations of generating operating profits and additional cash inflow from providing online-content production, distribution, promotion, and live streamer training and management services in the next 12 months.
If the Company fails to achieve these goals, the Company may need additional financing to execute its business plan. If additional financing is required, the Company cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Company is unsuccessful in increasing its gross profit margin and reducing operating losses, the Company may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.
The unaudited condensed consolidated financial statements as of September 30, 2023 have been prepared under the assumption that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company's ability to continue as a going concern is dependent upon its uncertain ability to increase gross profit margin and reduce operating loss from its core business and/or obtain additional equity and/or debt financing. The accompanying financial statements as of September 30, 2023 do not include any adjustments that might result from the outcome of these uncertainties. If the Company is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on the financial statements.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 4. | Summary of significant accounting policies |
| a) | Basis of presentation |
The unaudited condensed consolidated interim financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The unaudited condensed consolidated interim financial information as of September 30, 2023 and for the nine and three months ended September 30, 2023 and 2022 have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in complete consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed consolidated interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, previously filed with the SEC (the “2022 Form 10-K”) on April 17, 2023.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s condensed consolidated financial position as of September 30, 2023, its condensed consolidated results of operations for the nine and three months ended September 30, 2023 and 2022, and its condensed consolidated cash flows for the nine months ended September 30, 2023 and 2022, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
| b) | Principles of consolidation |
The unaudited condensed consolidated interim financial statements include the accounts of all the subsidiaries and VIEs of the Company. All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation.
| c) | Use of estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Company continually evaluates these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.
| d) | Foreign currency translation |
The exchange rates used to translate amounts in RMB into US$ for the purposes of preparing the condensed consolidated financial statements are as follows:
| September 30, 2023 | December 31, 2022 | |||||||
| Balance sheet items, except for equity accounts | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Items in the statements of operations and comprehensive loss | ||||||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Three Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Items in the statements of operations and comprehensive loss | ||||||||
No representation is made that the RMB amounts could have been, or could be converted into US$ at the above rates.
| e) | Current expected credit losses |
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendments in this ASU require the measurement and recognition of expected credit losses for financial assets held at amortized cost, which replace the existing incurred loss impairment model with an expected loss methodology. The Company, as a SEC smaller reporting company, has adopted the amendments in this ASU from January 1, 2023, using a modified retrospective transition method and did not restate the related accounts in the comparable period. Instead, the Company recognized a cumulative-effect adjustment to increase the opening balance of its accumulated deficit on January 1, 2023 by million, of which million was related to the cumulative-effect adjustment to allowance for credit loss of accounts receivable, and the remaining million was related to the cumulative-effect adjustment to allowance for credit loss of other current assets, which primarily consisted of short-term loans the Company provided to unrelated parties.
The allowance for credit losses reflects the Company's current estimate of credit losses expected to be incurred over the life of the related financial assets. The allowance for credit losses is presented as a valuation account that is deducted from the amortized cost basis of financial asset(s) to present the net amount expected to be collected on the financial asset(s).
The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses, including the aging and aging trends, customer/other parties’ creditworthiness and specific exposures related to particular customers/other parties. The Company also monitors other risk factors and forward-looking information, such as country specific risks and economic factors that may affect a customer/other party’s ability to pay in establishing and adjusting its allowance for credit losses. The Company assesses collectability by reviewing the financial assets on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers/other parties with known disputes or collectability issues. Accounts receivable and short-term loans to unrelated parties are written off after all collection efforts have ceased.
The following tables summarized the movements of the Company’s credit losses for the nine and three months ended September 30, 2023 and 2022, respectively:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Credit loss for accounts receivable: | ||||||||||||||||
| Balance as of beginning of the period | ||||||||||||||||
| Cumulative-effect adjustment upon adoption of ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) | ||||||||||||||||
| Provision for/(reverse of) credit loss during the period | ||||||||||||||||
| Written off during the period | ||||||||||||||||
| Exchange translation adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance as of end of the period | ||||||||||||||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Credit loss for other current assets: | ||||||||||||||||
| Balance as of beginning of the period | ||||||||||||||||
| Cumulative-effect adjustment upon adoption of ASU No. 2016-13, Financial Instruments-Credit losses (Topic 326) | ||||||||||||||||
| Provision for credit loss during the period | ||||||||||||||||
| Written off during the period | ||||||||||||||||
| Exchange translation adjustments | ||||||||||||||||
| Balance as of end of the period | ||||||||||||||||
| f) | Fair value measurement |
Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2023 and December 31, 2022 are as follows:
| Fair value measurement at reporting date using | ||||||||||||||||
| As of September 30, 2023 | Quoted Prices | Significant | Significant | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Warrant liabilities (Note 14) | ||||||||||||||||
| Fair value measurement at reporting date using | ||||||||||||||||
| As of December 31, 2022 | Quoted Prices | Significant | Significant | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| Warrant liabilities (Note 14) | ||||||||||||||||
| g) | Reverse stock split |
The Board of Directors of the Company approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $
When the Reverse Stock Split became effective, each shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As a result of the Reverse Stock Split,
Except where otherwise specified, all number of shares, number of warrants, share prices, exercise prices and per share data in the condensed consolidated financial statements and notes to the condensed consolidated financial statements have been retroactively restated as if the Reverse Stock Split occurred at the beginning of the periods presented.
| h) | Revenue recognition |
The following table present the Company’s revenues disaggregated by products and services and timing of revenue recognition:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Internet advertising and related services | ||||||||||||||||
| --distribution of the right to use search engine marketing service | ||||||||||||||||
| --online advertising placements | ||||||||||||||||
| Blockchain-based SaaS services | ||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenue recognized over time | ||||||||||||||||
| Revenue recognized at a point in time | ||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
Contract balances
The table below summarized the movement of the Company’s contract liabilities for the nine months ended September 30, 2023:
| Contract liabilities | ||||
| US$(’000) | ||||
| Balance as of January 1, 2023 | ||||
| Exchange translation adjustment | ( | ) | ||
| Revenue recognized from beginning contract liability balances | ( | ) | ||
| Advances received from customers related to unsatisfied performance obligations | ||||
| Balance as of September 30, 2023(Unaudited) | ||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Advance from customers related to unsatisfied performance obligations are generally refundable. Refund of advance from customers were insignificant for the nine and three months ended September 30, 2023 and 2022.
For the nine and three months ended September 30, 2023 and 2022, there were
| i) | Lease |
As of September 30, 2023, operating lease right-of-use assets and total operating lease liabilities recognized was approximately million and million, respectively.
Maturity of operating lease liabilities
| Operating leases | |||||
| US$(’000) | |||||
| (Unaudited) | |||||
| Three months ending December 31, 2023 | |||||
| Year ending December 31, | |||||
| -2024 | |||||
| -2025 | |||||
| -2026 | |||||
| -2027 | |||||
| -2028 | |||||
| -thereafter | |||||
| Total undiscounted lease payments | |||||
| Less: imputed interest | ( | ) | |||
| Total operating lease liabilities as of September 30, 2023 | |||||
| Including: | |||||
| Operating lease liabilities | |||||
| Operating lease liabilities-Non current | |||||
| $ | |||||
Operating lease expenses:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Long-term operating lease contracts | ||||||||||||||||
| Short-term operating lease contracts | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Supplemental information related to operating leases:
| Nine Months Ended September 30, 2023 | ||||
| (Unaudited) | ||||
| Operating cash flows used for operating leases (US$’000) | ||||
| Right-of-use assets obtained in exchange for new lease liabilities (US$’000) | ||||
| Weighted-average remaining lease term (years) | ||||
| Weighted-average discount rate | % | |||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 5. | Accounts receivable, net |
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | ||||||||
| Allowance for credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
All of the accounts receivable are non-interest bearing. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company evaluates its accounts receivable on a collective (pool) basis and determines the allowance for credit loss based on aging data, historical collection experience, customer specific facts, current economic conditions and reasonable and supportable forecasts of future economic conditions. For the nine and three months ended September 30, 2023, the Company provided approximately million and million credit losses for its accounts receivable, respectively. For the nine and three months ended September 30, 2022, the Company provided approximately million and US$ credit losses for its accounts receivable, respectively.
| 6. | Prepayments and deposit to suppliers |
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Deposits to advertising resources providers | ||||||||
| Prepayments to advertising resources providers | ||||||||
| Other deposits and prepayments | ||||||||
| 7. | Other current assets |
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Short-term loans to unrelated parties | ||||||||
| Short-term loans interest receivables | ||||||||
| Staff advances for business operations | ||||||||
| Total other current assets | ||||||||
| Allowance for credit loss | ( | ) | ( | ) | ||||
| Other current assets, net | ||||||||
As of September 30, 2023, the Company provided unsecured, interest-bearing short-term loans to two unrelated parties, which were set forth as below. These short-term loans were recorded as other current assets.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On January 5, 2022, the Company provided a short-term working capital loan of million to an unrelated party, which matured on May 5, 2022. The loan was unsecured and borne a fixed annualized interest rate of
On January 11, 2023, the Company provided a short-term of million to another unrelated party. The loan is unsecured and bears a fixed annualized interest rate of
The Company evaluates its short-term loans provided to unrelated parties for expected credit losses on a regular basis, and maintains an estimated allowance for credit losses to reduce its short-term loans to the amount that it believes will be collected. The Company evaluates its short-term loans on an individual basis and determines the allowance for credit loss based on creditworthiness of the borrowers, aging information, past transaction history with the borrowers and their current condition, as well as the current economic conditions and reasonable and supportable forecasts of future economic conditions. For the nine and three months ended September 30, 2023, the Company provided million and million credit losses on short-term loans provided to unrelated parties, respectively.
As of September 30, 2023, other current assets also included a million remaining outstanding balance of a short-term loan that the Company provided to an unrelated party, Digital Sun Ventures Limited, a Hong Kong-based company (“Digital Sun”). In March 2021, the Company and Digital Sun reached an oral agreement, pursuant to which the Company provided a short-term loan of million to Digital Sun. The loan has a -year term. The loan is unsecured, interest free and is required to be repaid in lump sum at maturity by March 2022. The Company provided this unsecured and interest free loan to Digital Sun in consideration of the promises and claims made by Digital Sun’s management that Digital Sun has close connections with international well-known media companies seeking for strategic cooperation partners in China, and Digital Sun will facilitate building strategic business partnerships among the Company and these media companies. As of March 31, 2022, Digital Sun had repaid million of this loan and defaults on the loan balance of million. The Company attempted to collect the outstanding loan balance. In June 2022, the Company fully allowanced the outstanding loan balance of million based on the Company’s assessment of the collectability of this outstanding balance. The Company had engaged a law firm and prepared and sent a legal letter to Digital Sun in March 2023, and the Company intends to take further actions to safeguard its rights against the default, including but not limited to, arranging meetings with the management of Digital Sun to negotiate the repayment plan in person and filing a lawsuit against Digital Sun after all other means of collection have been exhausted. As of the date hereof, the Company has not received any formal responses from Digital Sun.
| 8. | Long-term investments |
| Amount | ||||
| US$(’000) | ||||
| Balance as of January 1, 2023 | ||||
| Exchange translation adjustment | ( | ) | ||
| Cash investments during the year | ||||
| Disposed during the year | ( | ) | ||
| Impairment losses provided during the year | ( | ) | ||
| Balance as of September 30, 2023 (Unaudited) | ||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As of September 30, 2023, except for long-term investments which were fully impaired, the Company beneficially owned a
In June 2023, the Company obtained a
In June 2023, the Company disposed its
In August 2023, the Company obtained a
The Company measures each investment which does not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the Company.
For the nine months ended September 30, 2023, the Company provided approximately million full impairment loss against its long-term investments to Business Opportunity Chain (Guangzhou) Technology Co., Ltd. (“Business Opportunity Chain Guangzhou”).
| 9. | Property and equipment, net |
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Vehicles | ||||||||
| Office equipment | ||||||||
| Electronic devices | ||||||||
| Leasehold improvement | ||||||||
| Property and equipment, cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
Depreciation expenses for the nine months ended September 30, 2023 and 2022 were approximately million and million, respectively. Depreciation expenses for the three months ended September 30, 2023 and 2022 were approximately million and million, respectively.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 10. | Intangible assets, net |
| As of September 30, 2023 (Unaudited) | ||||||||||||||||
| Items | Gross Carrying Value | Accumulated Amortization | Impairment | Net Carrying Value | ||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||
| --years life: | ||||||||||||||||
| Cloud compute software technology | ( | ) | ( | ) | ||||||||||||
| Licensed products use right | ( | ) | ||||||||||||||
| --years life: | ||||||||||||||||
| Internet Ad tracking system | ( | ) | ||||||||||||||
| Live streaming technology | ( | ) | ( | ) | ||||||||||||
| --years life: | ||||||||||||||||
| Blockchain Integrated Framework | ( | ) | ( | ) | ||||||||||||
| Bo!News application | ( | ) | ( | ) | ||||||||||||
| Other computer software | ( | ) | ||||||||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| As of December 31, 2022 | ||||||||||||||||
| Items | Gross Carrying Value | Accumulated Amortization | Impairment | Net Carrying Value | ||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||
| --years life: | ||||||||||||||||
| Cloud compute software technology | ( | ) | ( | ) | ||||||||||||
| Licensed products use right | ( | ) | - | |||||||||||||
| --years life: | ||||||||||||||||
| Internet Ad tracking system | ( | ) | - | |||||||||||||
| Live streaming technology | ( | ) | ( | ) | ||||||||||||
| --years life: | ||||||||||||||||
| Blockchain Integrated Framework | ( | ) | ( | ) | ||||||||||||
| Bo!News application | ( | ) | ( | ) | ||||||||||||
| Other computer software | ( | ) | - | |||||||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
Amortization expenses for the nine months ended September 30, 2023 and 2022 were approximately million and million, respectively. Amortization expenses for the three months ended September 30, 2023 and 2022 were approximately million and million, respectively.
Based on the adjusted carrying value of the finite-lived intangible assets after the deduction of the impairment losses, which has a weighted average remaining useful life of
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 11. | Accrued payroll and other accruals |
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Accrued payroll and staff welfare | ||||||||
| Accrued operating expenses | ||||||||
| 12. | Taxation |
As of September 30, 2023 and December 31, 2022, taxes payable consists of:
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Turnover tax and surcharge payable | ||||||||
| Enterprise income tax payable | ||||||||
| Total taxes payable | ||||||||
For the nine and three months ended September 30, 2023 and 2022, the Company’s income tax benefit/(expenses) consisted of:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Current | ||||||||||||||||
| Deferred | ( | ) | ( | ) | ||||||||||||
| Income tax benefit/(expenses) | ( | ) | ( | ) | ||||||||||||
The Company’s deferred tax assets as of September 30, 2023 and December 31, 2022 were as follows:
| September 30, 2023 | December 31, 2022 | |||||||
| US$(’000) | US$(’000) | |||||||
| (Unaudited) | ||||||||
| Tax effect of net operating losses carried forward | ||||||||
| Operating lease cost | ||||||||
| Impairment on long-term investments | ||||||||
| Impairment on intangible assets | ||||||||
| Bad debts provision | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The U.S. holding company has incurred aggregate net operating losses (“NOLs”) of approximately million and million as of September 30, 2023 and December 31, 2022, respectively The NOLs carryforwards as of December 31, 2017 gradually expire over time, the last of which expires in 2037. NOLs incurred after December 31, 2017 will no longer be available to carry back but can be carried forward indefinitely, subject to an annual limit of
The NOLs carried forward incurred by the Company’s PRC subsidiaries and VIEs were approximately million and million as of September 30, 2023 and December 31, 2022, respectively. The losses carryforwards gradually expire over time, the last of which will expire in 2028. The related deferred tax assets were calculated based on the respective NOLs incurred by each of the PRC subsidiaries and VIEs and the respective corresponding enacted tax rate that will be in effect in the period in which the losses are expected to be utilized.
The Company recorded approximately million and million valuation allowance as of September 30, 2023 and December 31, 2022, respectively, because it is considered more likely than not that a portion of the deferred tax assets will not be realized through sufficient future earnings of the entities to which the operating losses related.
For the nine and three months ended September 30, 2023, the Company recorded approximately million and million deferred tax valuation allowance, respectively. For the nine and three months ended September 30, 2022, the Company recorded approximately million and million deferred tax valuation allowance, respectively.
| 13. | Long-term borrowing from a related party |
Long-term borrowing from a related party is a non-interest bearing loan from a related parity of the Company relating to the original paid-in capital contribution in the Company’s wholly-owned subsidiary Rise King Century Technology Development (Beijing) Co., Ltd. (“Rise King WFOE”), which is not expected to be repaid within one year.
| 14. | The Financing and warrant liabilities |
The Company issued warrants to certain institutional investors and the Company’s placement agent in the registered direct offerings consummated in February 2021 (the “2021 Financing”), December 2020 (the “2020 Financing”), and January 2018 (the “2018 Financing”), which warrants were accounted for as derivative liabilities and measured at fair value with changes in fair value be recorded in earnings in each reporting period.
Warrants issued in the 2021 Financing:
| 2021 Investors Warrants | 2021 Placement Agent Warrants | |||||||||||||||||||||||
| September 30, 2023 | June 30, 2023 | December 31, 2022 | September 30, 2023 | June 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Stock price | $ | $ |
| $ | $ |
| ||||||||||||||||||
| Years to maturity | ||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | ||||||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | ||||||||||||||||||
| Exercise Price | $ | $ |
| $ | $ |
| ||||||||||||||||||
| Fair value of the warrant | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Warrant Liabilities (US$’000) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 2021 Investors Warrants | 2021 Placement Agent Warrants | |||||||||||||||||||||||
| September 30, 2022 | June 30, 2022 | December 31, 2021 | September 30, 2022 | June 30, 2022 | December 31, 2021 | |||||||||||||||||||
| Stock price | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Years to maturity | ||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | ||||||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | ||||||||||||||||||
| Exercise Price | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Fair value of the warrant | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Warrant Liabilities (US$’000) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Warrants issued in the 2020 Financing:
| 2020 Investors Warrants | 2020 Placement Agent Warrants | |||||||||||||||||||||||
| September 30, 2023 | June 30, 2023 | December 31, 2022 | September 30, 2023 | June 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Stock price | $ | $ |
| $ | $ |
| ||||||||||||||||||
| Years to maturity | ||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | ||||||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | ||||||||||||||||||
| Exercise Price | $ | $ |
| $ | $ |
| ||||||||||||||||||
| Fair value of the warrant | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Warrant Liabilities (US$’000) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2020 Investors Warrants | 2020 Placement Agent Warrants | |||||||||||||||||||||||
| September 30, 2022 | June 30, 2022 | December 31, 2021 | September 30, 2022 | June 30, 2022 | December 31, 2021 | |||||||||||||||||||
| Stock price | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Years to maturity | ||||||||||||||||||||||||
| Risk-free interest rate | % | % | % | % | % | % | ||||||||||||||||||
| Dividend yield | ||||||||||||||||||||||||
| Expected volatility | % | % | % | % | % | % | ||||||||||||||||||
| Exercise Price | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Fair value of the warrant | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Warrant Liabilities (US$’000) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
# To reflect the actual inputs used for the determination of fair value of the Warrants, the stock prices and exercise prices presented were not retrospectively restated for effect of the 1-for-
Changes in fair value of warrant liabilities
Nine and Three Months Ended September 30, 2023 (Unaudited)
|
|
|
| Change in Fair Value (gain)/loss | |||||||||||||||||
| As of September 30, 2023 | As of June 30, 2023 | As of December 31, 2022 | Nine Months Ended September 30, 2023 | Three Months Ended September 30, 2023 | ||||||||||||||||
| (US$’000) | (US$’000) | (US$’000) | (US$’000) | (US$’000) | ||||||||||||||||
| Warrants issued in the 2021 Financing: | ||||||||||||||||||||
| --Investor Warrants | ( | ) | ( | ) | ||||||||||||||||
| --Placement Agent Warrants | ( | ) | ( | ) | ||||||||||||||||
| Warrants issued in the 2020 Financing: | ||||||||||||||||||||
| --Investor Warrants | ( | ) | ||||||||||||||||||
| --Placement Agent Warrants | ( | ) | ||||||||||||||||||
| Warrant Liabilities | ( | ) | ( | ) | ||||||||||||||||
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine and Three Months Ended September 30, 2022 (Unaudited)
|
|
|
| Change in Fair Value (gain)/loss | |||||||||||||||||
| As of September 30, 2022 | As of June 30, 2022 | As of December 31, 2021 | Nine Months Ended September 30, 2022 | Three Months Ended September 30, 2022 | ||||||||||||||||
| (US$’000) | (US$’000) | (US$’000) | (US$’000) | (US$’000) | ||||||||||||||||
| Warrants issued in the 2021 Financing: | ||||||||||||||||||||
| --Investor Warrants | ( | ) | ||||||||||||||||||
| --Placement Agent Warrants | ( | ) | ||||||||||||||||||
| Warrants issued in the 2020 Financing: | ||||||||||||||||||||
| --Investor Warrants | ( | ) | ||||||||||||||||||
| --Placement Agent Warrants | ( | ) | ||||||||||||||||||
| Warrant Liabilities | ( | ) | ||||||||||||||||||
Warrants issued and outstanding as of September 30, 2023 and their movements during the nine months then ended are as follows:
| Warrant Outstanding | Warrant Exercisable | |||||||||||||||||||||||
| Number of underlying shares | Weighted | Weighted | Number of underlying shares | Weighted | Weighted | |||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | ||||||||||||||||||||||
| Granted/Vested | - | |||||||||||||||||||||||
| Exercised | - | |||||||||||||||||||||||
| Balance, September 30, 2023 (Unaudited) | $ | $ | ||||||||||||||||||||||
| 15. | Restricted net assets |
The Company is a Nevada holding company with operations primarily conducted in China through its PRC subsidiaries, the consolidated VIEs and VIEs’ subsidiaries. The Company’s ability to pay dividends to U.S. investors may depend on receiving distributions from its PRC subsidiaries and settlement of the amounts owed under the VIE agreements from the consolidated VIEs. Any limitation on the ability of the Company’s PRC subsidiaries and the consolidated VIEs to make payments to the Company, or the tax implications of making payments to the Company, could have a material adverse effect on its ability to pay dividends to the U.S. investors.
The PRC regulations currently permit payment of dividends only out of accumulated profits, as determined in accordance with PRC accounting standards and regulations. The Company’s PRC subsidiaries, the consolidated VIEs and their subsidiaries in China are also required to set aside at least
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Under the PRC Enterprise Income Tax (“EIT”) Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise to its immediate holding company outside China are subject to a
There are no restrictions for the consolidated VIEs to settle the amounts owed under the VIE agreements to Rise King WFOE. However, arrangements and transactions among affiliated entities may be subject to audit or challenge by the PRC tax authorities. If at any time the VIE agreements and the related fee structure between the consolidated VIEs and Rise King WFOE is determined to be non-substantive and disallowed by Chinese tax authorities, the consolidated VIEs could, as a matter of last resort, make a non-deductible transfer to Rise King WFOE for the amounts owed under the VIE agreements. This would result in such transfer being non-deductible expenses for the consolidated VIEs but still taxable income for Rise King WFOE. If this happens, it may increase the Company’s tax burden and reduce its after-tax income in the PRC, and may materially and adversely affect its ability to make distributions to the holding company. The Company’s management is of the view that the likelihood that this scenario would happen is remote.
The Company’s PRC subsidiaries generate all of their revenue in Renminbi, Renminbi is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of the Company’s PRC subsidiaries to pay dividends/make distributions to the Company. The Chinese government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currency may then restrict the ability of the Company’s PRC subsidiaries to remit sufficient foreign currency to the Nevada holding company for the holding company to pay dividends to the U.S. investors. Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and foreign debt. Currently, the Company’s PRC subsidiaries may purchase foreign currency for settlement of current account transactions, including payment of dividends to the Nevada holding company, without the approval of the State Administration of Foreign Exchange of China (the “SAFE”) by complying with certain procedural requirements. However, the relevant Chinese governmental authorities may limit or eliminate the Company’s ability to purchase foreign currencies in the future for current account transactions. The Chinese government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by the SAFE for cross-border transactions falling under both the current account and the capital account. Any existing and future restrictions on currency exchange may limit the Company’s ability to utilize revenue generated in Renminbi to pay dividends in foreign currencies to holders of the Company’s securities. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant Chinese governmental authorities. This could affect the Company’s ability to obtain foreign currency through debt or equity financing for its PRC subsidiaries.
To date, none of the Company’s subsidiaries has made any distribution of earnings or issued any dividends to their respective shareholder in or outside of China, or to the Nevada holding company, and the Nevada holding company has never declared or paid any cash dividends to U.S. investors.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company does not have any present plan to make any distribution of earnings/issue any dividends directly or indirectly to its Nevada holding company or pay any cash dividends on its common stock in the foreseeable future, because the Company currently intend to retain most, if not all, of its available funds and any future earnings to operate and expand the Company’s business.
| 16. | Employee defined contribution plan |
Full time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The employee benefits were expensed as incurred. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits were approximately million and million for the nine months ended September 30, 2023 and 2022, respectively. The total amounts for such employee benefits were approximately million and million for the three months ended September 30, 2023 and 2022, respectively.
| 17. | Concentration of risk |
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and deposits and loans to unrelated parties. As of September 30, 2023,
Concentration of customers
The following tables summarized the information about the Company’s concentration of customers for the nine and three months ended September 30, 2023 and 2022, respectively:
| Customer A | Customer B | Customer C | Customer D | Customer E | Customer F | |||||||
| Nine Months Ended September 30, 2023 | ||||||||||||
| Revenues, customer concentration risk | * | * | * | * | * | | ||||||
| Three Months Ended September 30, 2023 | ||||||||||||
| Revenues, customer concentration risk | - | * | * | * | * | | ||||||
| Nine Months Ended September 30, 2022 | ||||||||||||
| Revenues, customer concentration risk | * | * | * | * | * | * | ||||||
| Three Months Ended September 30, 2022 | ||||||||||||
| Revenues, customer concentration risk | * | * | * | * | * | | ||||||
| As of September 30, 2023 | ||||||||||||
| Accounts receivable, customer concentration risk | * | | | | | - | ||||||
| As of December 31, 2022 | ||||||||||||
| Accounts receivable, customer concentration risk | | | | | * | - |
* Less than 10%.
- No transaction incurred for the reporting period/no balance existed as of the reporting date.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Concentration of suppliers
The following tables summarized the information about the Company’s concentration of suppliers for the nine and three months ended September 30, 2023 and 2022, respectively:
| Supplier A | Supplier B | Supplier C | Supplier D | |||||
| Nine Months Ended September 30, 2023 | ||||||||
| Cost of revenues, supplier concentration risk | | | * | - | ||||
| Three Months Ended September 30, 2023 | ||||||||
| Cost of revenues, supplier concentration risk | | | * | - | ||||
| Nine Months Ended September 30, 2022 | ||||||||
| Cost of revenues, supplier concentration risk | * | - | | | ||||
| Three Months Ended September 30, 2022 | ||||||||
| Cost of revenues, supplier concentration risk | 14% | - | 13% | |
* Less than 10%.
- No transaction incurred for the reporting period.
| 18. | Commitments and contingencies |
In August 2022, the Company obtained a
In September 2022, the Company obtained a
In June 2023, the Company obtained a
In August 2023, the Company obtained a
The Company may from time to time become a party to various legal or administrative proceedings arising in its ordinary course of business. The Company evaluates the status of each legal matter and assesses the potential financial exposure. If the potential loss from any legal proceedings or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimated. As of the date hereof, based on the information currently available, the Company believes that the loss contingencies that may arise as a result of currently pending legal proceedings are not reasonably likely to have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows.
| 19. | Segment reporting |
The Company follows ASC Topic 280 “Segment Reporting”, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and which operating results are regularly reviewed by the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, to make decisions about resources to be allocated to the segment and assess each operating segment’s performance.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended September 30, 2023 (Unaudited)
| Internet Ad and related service | Ecommerce | Blockchain technology | Corporate | Inter-segment and reconciling item | Total | |||||||||||||||||||
| US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | |||||||||||||||||||
| Revenues | - | - | ||||||||||||||||||||||
| Cost of revenues | - | - | - | |||||||||||||||||||||
| Total operating expenses | - | (1) | - | |||||||||||||||||||||
| Depreciation and amortization expense included in cost of revenues and total operating expenses | - | - | ||||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Change in fair value of warrant liabilities | - | - | - | - | ||||||||||||||||||||
| Net loss | ( | ) | ) | ) | ( | ) | ( | ) | ||||||||||||||||
| Total assets-September 30, 2023 | ) | |||||||||||||||||||||||
| Total assets-December 31, 2022 | ( | ) | ||||||||||||||||||||||
| (1) | Including approximately million share-based compensation expenses. |
Three Months Ended September 30, 2023 (Unaudited)
| Internet Ad and related service | Ecommerce | Blockchain technology | Corporate | Inter-segment and reconciling item | Total | |||||||||||||||||||
| US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | |||||||||||||||||||
| Revenues | 25 | |||||||||||||||||||||||
| Cost of revenues | 210 | |||||||||||||||||||||||
| Total operating expenses | (1) | |||||||||||||||||||||||
| Depreciation and amortization expense included in cost of revenues and total operating expenses | ||||||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Change in fair value of warrant liabilities | - | - | - | |||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
(1) Including approximately million share-based compensation expenses.
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Nine Months Ended September 30, 2022 (Unaudited)
| Internet Ad and related service | Ecommerce | Blockchain technology | Corporate | Inter-segment and reconciling item | Total | |||||||||||||||||||
| US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | |||||||||||||||||||
| Revenues | - | - | ||||||||||||||||||||||
| Cost of revenues | - | - | - | |||||||||||||||||||||
| Total operating expenses | (1) | - | ||||||||||||||||||||||
| Depreciation and amortization expense included in total operating expenses | ||||||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Change in fair value of warrant liabilities | - | - | - | - | ||||||||||||||||||||
| Net loss | ( | ) | ) | ) | ( | ) | ( | ) | ||||||||||||||||
| (1) | Including approximately million share-based compensation expenses. |
Three Months Ended September 30, 2022 (Unaudited)
| Internet Ad. and related service | Ecommerce | Blockchain technology | Corporate | Inter-segment and reconciling item | Total | |||||||||||||||||||
| US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | US$ (‘000) | |||||||||||||||||||
| Revenues | - | - | ||||||||||||||||||||||
| Cost of revenues | - | - | - | |||||||||||||||||||||
| Total operating expenses | 365 | (1) | - | |||||||||||||||||||||
| Depreciation and amortization expense included in total operating expenses | ||||||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Change in fair value of warrant liabilities | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Net loss | ( | ) | ) | ) | ( | ) | ( | ) | ||||||||||||||||
| (1) | Including approximately million share-based compensation expenses. |
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 20. | Loss per share |
Basic and diluted loss per share for each of the periods presented are calculated as follows (All amounts, except number of shares and per share data, are presented in thousands of U.S. dollars):
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Net loss attributable to ZW Data Action Technologies Inc. (numerator for basic and diluted loss per share) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding -Basic and diluted | ||||||||||||||||
| Loss per share-Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
For the nine and three months ended September 30, 2023 and 2022, the diluted loss per share calculation did not include any outstanding warrants to purchase the Company’s common stock, because they were out-of-the-money and their effect was anti-dilutive.
| 21. | Share-based compensation expenses |
In April 2023, under its 2020 Omnibus Securities and Incentive Plan, the Company granted and issued
ZW DATA ACTION TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
In June 2022, the Company granted and issued
In March 2022, under its 2020 Omnibus Securities and Incentive Plan, the Company granted and issued an aggregate of
For the nine months ended September 30, 2022, the Company also amortized an approximately US$0.04 million compensation expense in the aggregate, which was related to fully-vested and nonforfeitable restricted common stock granted and issued to one of its service providers in March 2020.
The table below summarized share-based compensation expenses recorded for the nine and three months ended September 30, 2023 and 2022, respectively:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| US$(’000) | US$(’000) | US$(’000) | US$(’000) | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total | ||||||||||||||||
The aggregate unrecognized share-based compensation expenses as of September 30, 2023 was approximately million, which will be recognized for the year ending December 31, 2023.
| 22. | Subsequent events |
In March 2020, the spread of a novel coronavirus (“COVID-19”) resulted in the World Health Organization (the “WHO”) declaring the outbreak of COVID-19 as a global pandemic. The Company’s principal business activity is to provide advertising and marketing services to small and medium enterprises in the PRC, which is particularly sensitive to changes in general economic conditions. The pandemic of COVID-19 in the PRC had caused and may continue to cause decreases in or delays in advertising spending, and had negatively impacted and may continue to negatively impact the Company’s short-term ability to grow revenues. Although the COVID-19 outbreak had been largely under control within China with most of the travel restrictions and quarantine requirements lifted accordingly, and the WHO declared that COVID-19 is no longer a global health emergency on May 5, 2023, there remains uncertainty as to the future impact of the pandemic. The Company will continue to assess its financial impacts for the future periods. There can be no assurance that this assessment will enable the Company to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in the Company’s sector in particular.
Except for the above mentioned matters, there is no other material event which are required to be adjusted or disclosed as of the date of this consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this interim report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Readers are cautioned not to place undue reliance on these forward-looking statements.
The Public Company Accounting Oversight Board (the “PCAOB”) had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprived our investors of the benefits of such inspections.
Our former auditor, the independent registered public accounting firm that issued the audit report in our SEC filings, and our current auditor, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our former and current auditors are located in Hong Kong Special Administrative Region of the PRC ("Hong Kong"), China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations before 2022. As a result, we and investors in our securities were deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong in 2022. However, the inability of the PCAOB to conduct inspections of auditors in Hong Kong in the past made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China mainland and Hong Kong that have been subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely auditors located in China mainland and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.
On December 18, 2020, the Holding Foreign Companies Accountable Act, or the HFCAA, was signed into law that states if the SEC determines that issuers have filed audit reports issued by a registered public accounting firm that has not been subject to PCAOB inspection for three consecutive years beginning in 2021, the SEC shall prohibit its common stock from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, to prohibit securities of any registrant from being listed on any of the U.S. securities exchanges or traded over-the-counter if the auditor of the registrant’s financial statements is not subject to PCAOB inspection for two consecutive years, instead of three consecutive years as enacted in the HFCAA. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA, pursuant to which the SEC will identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was signed into law.
On December 16, 2021, the PCAOB issued a HFCAA Determination Report (the “2021 PCAOB Determinations”) to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong because of positions taken by the Chinese authorities, and our former auditor was subject to this determination. On May 13, 2022, the SEC conclusively identified us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2021.
On August 26, 2022, the PCAOB signed a Statement of Protocol on agreement governing on inspections of audit firms based in mainland China and Hong Kong, with China Securities Regulatory Commission (“CSRC”) and Ministry of Finance (“MOF”) of the PRC, in regarding to governing inspections and investigations of audit firms headquartered in mainland China and Hong Kong (the “Agreement”). As stated in the Agreement, the Chinese authorities committed that the PCAOB has direct access to view complete audit work papers under its inspections or investigations and has sole discretion to the selected audit firms and audit engagements. The Agreement opens access for the PCAOB to inspect and investigate the registered public accounting firms in mainland China and Hong Kong completely. The PCAOB then thoroughly tested compliance with every aspect of the Agreement necessary to determine complete access. This included sending a team of PCAOB staff to conduct on-site inspections and investigations in Hong Kong over a nine-week period from September to November 2022.
On December 15, 2022, the PCAOB issued its 2022 HFCAA Determination Report to notify the SEC of its determination that the PCAOB was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022. The PCAOB Board vacated its 2021 PCAOB Determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer following the filing of our annual report for the fiscal year ended December 31, 2022. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control.
The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB does not have to wait another year to reassess its determinations. Should the PRC authorities obstruct the PCAOB’s access to inspect or investigate completely in any way and at any point, the PCAOB will act immediately to consider the need to issue new determinations consistent with the HFCAA.
We cannot assure you that our auditor will not be determined as a register public accounting firm that the PCAOB is unable to inspect or investigate completely for two consecutive years because of positions taken by the Chinese authorities and/or any other causes in the future. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in China mainland and Hong Kong, we may be identified as a Commission-Identified Issuer accordingly. If this happens, Nasdaq may determine to delist our common stock, and there is no certainty that we will be able to continue listing our common stock on other non-U.S. stock exchanges or that an active market for our common stock will immediately develop outside of the U.S. The prohibiting from trading in the United States or delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.
Overview
Our company was incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevada corporation in October 2006. As a result of a share exchange transaction we consummated with China Net BVI in June 2009, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, is engaged in providing Internet advertising, precision marketing, blockchain-based SaaS services, and ecommerce O2O advertising and marketing services and the related data and technical services to SMEs in the PRC.
Through our PRC operating subsidiaries and VIEs, we primarily operate a one-stop services for our clients on our Omni-channel advertising, precision marketing and data analysis management system. We offer a variety channels of advertising and marketing services through this system, which primarily include distribution of the right to use search engine marketing services we purchased from key search engines, provision of online advertising placements services on our web portals, provision of ecommerce O2O advertising and marketing services as well as provision of other related value-added data and technical services to maximize market exposure and effectiveness for our clients. Beginning in early 2022, we introduced our SaaS services to customers. The SaaS services were designated in providing one-stop blockchain-powered enterprise management solutions via our BIF platform in forms of unique NFT generations, data record, share and storage modules subscriptions etc.
Basis of presentation, management estimates and critical accounting policies
Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the accounts of our company, and all of our subsidiaries and VIEs. We prepare financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. In order to understand the significant accounting policies that we adopted for the preparation of our condensed consolidated interim financial statements, readers should refer to the information set forth in Note 4 “Summary of significant accounting policies” to our audited financial statements in our 2022 Form 10-K.
We believe that the assumptions and estimates associated with revenue recognition, estimation of current expected credit loss and fair value measurement of warrant liabilities have the greatest potential impacts on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
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Our revenues are recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Our revenues from distribution of the right to use search engine marketing service are recognized on a gross basis, because we determine that we are a principal in the transaction who control the services before they are transferred to our customers. |
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We maintain an allowance for credit losses for accounts receivable and short-term loans provided to unrelated parties, which are recorded as valuation accounts that are deducted from the amortized cost basis of the related financial assets to present the net amount expected to be collected on the financial assets. The allowance for credit losses reflects our current estimate of credit losses expected to be incurred over the life of the related financial assets. We consider various factors in establishing, monitoring, and adjusting our allowance for credit losses, including the aging and aging trends, customer/other parties’ creditworthiness and specific exposures related to particular customers/other parties. We also monitor other risk factors and forward-looking information, such as country specific risks and economic factors that may affect a customer/other party’s ability to pay in establishing and adjusting its allowance for credit losses. We assess collectability by reviewing the financial assets on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers/other parties with known disputes or collectability issues. Accounts receivable and short-term loans to unrelated parties are written off after all collection efforts have ceased. |
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We determined that the warrants we issued in various financing activities should be accounted for as derivative liabilities and measured at fair value with changes in fair value be recorded in earnings in each reporting period. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value of our warrant liabilities was determined based on significant unobservable inputs, such as volatility of our stock price, risk free interest rate. |
A. RESULTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
The following table sets forth a summary, for the periods indicated, of our consolidated results of operations. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period. All amounts are presented in thousands of U.S. dollars.
| Nine Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||||||
| 2023 |
2022 |
2023 |
2022 |
|||||||||||||
| (US $) |
(US $) |
(US $) |
(US $) |
|||||||||||||
| (Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
| Revenues |
25,317 | 21,813 | 9,181 | 7,216 | ||||||||||||
| Cost of revenues |
25,746 | 21,811 | 9,185 | 7,267 | ||||||||||||
| Gross (loss)/ profit |
(429 | ) | 2 | (4 | ) | (51 | ) | |||||||||
| Operating expenses |
||||||||||||||||
| Sales and marketing expenses |
148 | 219 | 55 | 72 | ||||||||||||
| General and administrative expenses |
3,659 | 5,697 | 1,547 | 1,651 | ||||||||||||
| Research and development expenses |
18 | 181 | - | 57 | ||||||||||||
| Total operating expenses |
3,825 | 6,097 | 1,602 | 1,780 | ||||||||||||
| Loss from operations |
(4,254 | ) | (6,095 | ) | (1,606 | ) | (1,831 | ) | ||||||||
| Other income/(expenses) |
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| Interest income |
230 | 96 | 79 | 21 | ||||||||||||
| Other expenses, net |
(20 | ) | (33 | ) | (6 | ) | (5 | ) | ||||||||
| Impairment of long-term investments |
(207 | ) | - | 2 | - | |||||||||||
| Change in fair value of warrant liabilities |
185 | 759 | 13 | (1,023 | ) | |||||||||||
| Total other income/(expenses) |
188 | 822 | 88 | (1,007 | ) | |||||||||||
| Loss before income tax benefit/(expense) |
(4,066 | ) | (5,273 | ) | (1,518 | ) | (2,838 | ) | ||||||||
| Income tax benefit/(expense) |
- | 2 | (2 | ) | (2 | ) | ||||||||||
| Net loss |
$ | (4,066 | ) | $ | (5,271 | ) | $ | (1,520 | ) | $ | (2,840 | ) | ||||
Revenues
The following tables set forth a breakdown of our total revenues, disaggregated by type of services for the periods indicated, with inter-company transactions eliminated:
| Nine Months Ended September 30, |
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| 2023 |
2022 |
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| Revenue type |
(Amounts expressed in thousands of US dollars, except percentages) |
|||||||||||||||
| -Internet advertising and related data service |
$ | 427 | 1.7 | % | $ | 3,208 | 14.7 | % | ||||||||
| -Distribution of the right to use search engine marketing service |
24,815 | 98.0 | % | 18,605 | 85.3 | % | ||||||||||
| Internet advertising and related services |
25,242 | 99.7 | % | 21,813 | 100 | % | ||||||||||
| Blockchain-based SaaS services |
75 | 0.3 | % | - | - | |||||||||||
| Total |
$ | 25,317 | 100 | % | $ | 21,813 | 100 | % | ||||||||
| Three Months Ended September 30, |
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| 2023 |
2022 |
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| Revenue type |
(Amounts expressed in thousands of US dollars, except percentages) |
|||||||||||||||
| -Internet advertising and related data service |
$ | 145 | 1.6 | % | $ | 980 | 13.6 | % | ||||||||
| -Distribution of the right to use search engine marketing service |
9,011 | 98.1 | % | 6,236 | 86.4 | % | ||||||||||
| Internet advertising and related services |
9,156 | 99.7 | % | 7,216 | 100 | % | ||||||||||
| Blockchain-based SaaS services |
25 | 0.3 | % | - | - | |||||||||||
| Total |
$ | 9,181 | 100 | % | $ | 7,216 | 100 | % | ||||||||
Total Revenues: Our total revenues increased to US$25.32 million and US$9.18 million for the nine and three months ended September 30, 2023, respectively, from US$21.81 million and US$7.22 million for the same periods last year, respectively, which was primarily due to the increase in our main stream service revenues, i.e., distribution of the right to use search engine marketing services.
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Internet advertising revenues for the nine and three months ended September 30, 2023 was approximately US$0.43 million and US$0.15 million, respectively, compared with US$3.21 million and US$0.98 million for the nine and three months ended September 30, 2022, respectively. The decline in service revenues from this business category was primarily attributable to the following reasons: (1) the past three-year COVID-19 pandemic in China has induced significant economic uncertainties and heightened pandemic-related concerns and fears among small and medium business owners’. Consequently, this substantially affected the advertising investment budgets of our clients. As a result, our clients continued tightening their advertising and marketing expenditure through traditional ad portals. They shifted their focus more on singular, cost-effective advertising channels, such as search engine marketing, which provides customers with direct internet traffic flow through clicks. Consequently, a portion of our clients’ ad consumption shifted from our ad portal placement services to our search engine marketing service; and (2) the emergence of the App era, characterized by an increase in short-form video applications and platform-based advertising channels like Douyin and Kuaishou, which offer unique competitive advantages, has also led a diversion of advertisements and a reduction in revenue on our traditional ad portals to some extent. We will continue to closely monitor our clients’ needs in this business category and adjust our operational strategy accordingly. |
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Revenue generated from distribution of the right to use search engine marketing service for the nine and three months ended September 30, 2023 was approximately US$24.82 million and US$9.01 million, respectively, compared with approximately US$18.61 million and US$6.24 million for the nine and three months ended September 30, 2022, respectively. The increase in service revenues from this business category was primarily attributable to the following reasons: (1) during the first nine months of fiscal 2022, there was a resurgence of severe COVID-19 cases in many provinces and major cities in China, including Shanghai and Shenzhen. This led to extensive regional quarantine and business shutdown, adversely impacting the business performance of our main stream service revenues for the nine and three months ended September 30, 2022. However, in fiscal 2023, as the peak of the COVID-19 infection wave receded during the first fiscal quarter, business activities and performance gradually returned to normal in the second fiscal quarter; and (2) as discussed above, due to pandemic-related concerns and fears and the economic downturn following the pandemic, some of our clients shifted their advertising consumption from our ad portal placement services to our search engine marketing service. The transition provided them with direct internet traffic flow through clicks. |
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For the nine and three months ended September 30, 2023, we generated an approximately US$0.08 million and US$0.03 million Blockchain-based platform subscription fee revenues, respectively. |
Cost of revenues
Our cost of revenues consisted of costs directly related to the offering of our Internet advertising, precision marketing and related data and technical services, and software platform amortization cost related to our blockchain-based SaaS service. The following table sets forth our cost of revenues, disaggregated by type of services, by amount and gross profit ratio for the periods indicated, with inter-company transactions eliminated:
| Nine Months Ended September 30, |
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| 2023 |
2022 |
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| (Amounts expressed in thousands of US dollars, except percentages) |
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| Revenue |
Cost |
GP ratio |
Revenue |
Cost |
GP ratio |
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| -Internet advertising and related data service |
$ | 427 | $ | 350 | 18 | % | $ | 3,208 | $ | 2,871 | 11 | % | ||||||||||||
| -Distribution of the right to use search engine marketing service |
24,815 | 24,766 | 0.2 | % | 18,605 | 18,940 | -2 | % | ||||||||||||||||
| Internet advertising and related services |
25,242 | 25,116 | 0.5 | % | 21,813 | 21,811 | 0.01 | % | ||||||||||||||||
| Blockchain-based SaaS services |
75 | 630 | -740 | % | - | - | - | |||||||||||||||||
| Total |
$ | 25,317 | $ | 25,746 | -2 | % | $ | 21,813 | $ | 21,811 | 0.01 | % | ||||||||||||
| Three Months Ended September 30, |
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| 2023 |
2022 |
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| (Amounts expressed in thousands of US dollars, except percentages) |
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| Revenue |
Cost |
GP ratio |
Revenue |
Cost |
GP ratio |
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| -Internet advertising and related data service |
$ | 145 | $ | 116 | 20 | % | $ | 980 | $ | 833 | 15 | % | ||||||||||||
| -Distribution of the right to use search engine marketing service |
9,011 | 8,859 | 2 | % | 6,236 | 6,434 | -3 | % | ||||||||||||||||
| Internet advertising and related services |
9,156 | 8,975 | 2 | % | 7,216 | 7,267 | -0.7 | % | ||||||||||||||||
| Blockchain-based SaaS services |
25 | 210 | -740 | % | - | - | - | |||||||||||||||||
| Total |
$ | 9,181 | $ | 9,185 | -0.04 | % | $ | 7,216 | $ | 7,267 | -0.7 | % | ||||||||||||
Cost of revenues: Our total cost of revenues increased to US$25.75 million and US$9.19 million for the nine and three months ended September 30, 2023, respectively, from US$21.81 million and US$7.27 million for the nine and three months ended September 30, 2022, respectively. Our cost of revenues primarily consists of search engine marketing resources purchased from key search engines, amortization of software platform development cost and other direct costs associated with providing our services. The increase in our total cost of revenues for the nine and three months ended September 30, 2023 was primarily due to the increase in costs associated with distribution of the right to use search engine marketing service we purchased from key search engines during the periods, which was in line with the increase in the related revenues as discussed above.
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Costs for Internet advertising and data service primarily consist of cost of internet traffic flow and technical services we purchased from other portals and technical suppliers for obtaining effective sales lead generation to promote business opportunity advertisements placed on our own ad portals. For the nine and three months ended September 30, 2023, our total cost of revenues for Internet advertising and data service was approximately US$0.35 million and US$0.12 million, respectively, compared with approximately US$2.87 million and US$0.83 million for the nine and three months ended September 30, 2022, respectively. The gross margin rate of our Internet advertising and data service was 18% and 20% for the nine and three months ended September 30, 2023, compared with 11% and 15% for the nine and three months ended September 30, 2022, respectively. Due to continuous decline in service revenues from this business category, we scaled down our investments for internet traffic flow on our ad portals, and, as a result, we anticipate an increase in gross margin rate of this business category in fiscal 2023, compared with that in fiscal 2022. |
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Costs for distribution of the right to use search engine marketing service was direct search engine resources consumed for the right to use search engine marketing service that we purchased from key search engines and distributed to our customers. We purchased these search engine resources from well-known search engines and/or their delegated agencies in China, for example, Baidu, Qihu 360 and Sohu (Sogou) etc. We purchased the resources in relatively large amounts under our own name at a relatively lower rate compared to the market rates. We charged our clients the actual cost they consumed on search engines for the use of this service and a premium at certain percentage of that actual consumed cost. For the nine and three months ended September 30, 2023, our total cost of revenues for distribution of the right to use search engine marketing service was US$24.77 million and US$8.86 million, respectively, compared with US$18.94 million and US$6.43 million for the same periods last year, respectively. The increase in cost of revenues for the nine and three months ended September 30, 2023 was in line with the increase in revenues from this business category. Gross margin rate of this business category was 0.2% and 2% for the nine and three months ended September 30, 2023, respectively, compared with -2% and -3% gross margin rate incurred for the same periods last year, respectively. |
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For the nine months and three months ended September 30, 2023, cost for our Blockchain-based SaaS services was approximately US$0.63 million and US$0.21 million, respectively, which represented the amortized cost of our self-developed BIF platform. |
Gross (loss)/profit
As a result of the foregoing, for the nine months ended September 30, 2023, we incurred a gross loss of approximately US$0.43 million, compared with a gross profit of approximately US$0.002 million for the nine months ended September 30, 2022. For the three months ended September 30, 2023, we incurred an approximately US$0.004 million gross loss, compared with a gross loss of approximately US$0.05 million for the three months ended September 30, 2022. Our overall gross margin was -2% and -0.04% for the nine and three months ended September 30, 2023, respectively, compared with 0.01% and -0.7% for the same periods last year, respectively. For the nine and three months ended September 30, 2023, the gross margin rate of our main stream of service revenues, i.e. distribution of the right to use search engine marketing services, improved to 0.2% and 2%, respectively, compared with the -2% and -3% gross margin rate for the same periods last year respectively.
Operating Expenses
Our operating expenses consist of sales and marketing expenses, general and administrative expenses and research and development expenses. The following tables set forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated.
| Nine Months Ended September 30, |
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| 2023 |
2022 |
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| (Amounts expressed in thousands of US dollars, except percentages) |
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| Amount |
% of total revenue |
Amount |
% of total revenue |
|||||||||||||
| Total revenues |
$ | 25,317 | 100 | % | $ | 21,813 | 100 | % | ||||||||
| Gross (loss)/ profit |
(429 | ) | -2 | % | 2 | 0.01 | % | |||||||||
| Sales and marketing expenses |
148 | 1 | % | 219 | 1 | % | ||||||||||
| General and administrative expenses |
3,659 | 14 | % | 5,697 | 26 | % | ||||||||||
| Research and development expenses |
18 | - | 181 | 1 | % | |||||||||||
| Total operating expenses |
$ | 3,825 | 15 | % | $ | 6,097 | 28 | % | ||||||||
| Three Months Ended September 30, | ||||||||||||||||
| 2023 | 2022 | |||||||||||||||
| (Amounts expressed in thousands of US dollars, except percentages) | ||||||||||||||||
| Amount |
% of total revenue |
Amount |
% of total revenue |
|||||||||||||
| Total revenues |
$ | 9,181 | 100 | % | $ | 7,216 | 100 | % | ||||||||
| Gross loss |
(4 | ) | -0.04 | % | (51 | ) | -0.7 | % | ||||||||
| Sales and marketing expenses |
55 | 1 | % | 72 | 1 | % | ||||||||||
| General and administrative expenses |
1,547 | 16 | % | 1,651 | 23 | % | ||||||||||
| Research and development expenses |
- | - | 57 | 1 | % | |||||||||||
| Total operating expenses |
$ | 1,602 | 17 | % | $ | 1,780 | 25 | % | ||||||||
Operating Expenses: Our total operating expenses was approximately US$3.83 million and US$1.60 million for the nine and three months ended September 30, 2023, respectively, compared with approximately US$6.10 million and US$1.78 million for the nine and three months ended September 30, 2022, respectively.
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Sales and marketing expenses: Sales and marketing expenses was US$0.15 million and US$0.06 million for the nine and three months ended September 30, 2023, respectively, compared with approximately US$0.22 million and US$0.07 million for the nine and three months ended September 30, 2022, respectively. Our sales and marketing expenses primarily consist of staff salaries and benefits, performance bonuses, travel expenses, communication expenses and other general office expenses of our sales department. Due to certain aspects of our business nature, the fluctuation of our sales and marketing expenses usually does not have a direct linear relationship with the fluctuation of our net revenues. For the nine and three months ended September 30, 2023, the decrease in our sales and marketing expenses was primarily due to the gradual downsize of the sales team in our Hubei office during the periods, as part of management’s cost reduction plan in fiscal 2023. |
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General and administrative expenses: General and administrative expenses was US$3.66 million and US$1.55 million for the nine and three months ended September 30, 2023, respectively, compared with US$5.70 million and US$1.65 million for the nine and three months ended September 30, 2022, respectively. Our general and administrative expenses primarily consist of salaries and benefits of management, accounting, human resources and administrative personnel, office rentals, depreciation of office equipment, allowance for doubtful accounts, professional service fees, maintenance, utilities and other general office expenses of our supporting and administrative departments. For the nine months ended September 30, 2023, the change in our general and administrative expenses was primarily due to the following reasons: (1) the decrease in share-based compensation expenses of approximately US$0.04 million, due to less shares of the Company’s restricted common stock that were granted and issued to management and employees in the first nine months of 2022, compared with shares that were granted and issued in the same period last year; (2) the increase in allowance for expected credit losses of approximately US$0.40 million; (3) the decrease in amortization of administrative assets of approximately US$1.33 million, primarily due to impairment loss recognized against intangible assets by the end of fiscal 2022; and (4) the decrease in other general administrative expenses of approximately US$1.07 million, as a result of the cost reduction plan executed by the management. For the three months ended September 30, 2023, the changes in our general and administrative expenses was primarily attributable to the following reasons: (1) the decrease in amortization of administrative assets of approximately US$0.44 million, primarily due to impairment loss recognized against intangible assets by the end of fiscal 2022; (2) the decrease in other general administrative expenses of approximately US$0.55 million, as a result of the cost reduction plan executed by management; and (3) the increase in allowance for expected credit losses of approximately US$0.89 million, respectively. |
Loss from operations: As a result of the foregoing, we incurred a loss from operations of approximately US$4.25 million and US$6.10 million for the nine months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, we incurred a loss from operations of approximately US$1.61 million and US$1.83 million, respectively.
Interest Income: For the nine and three months ended September 30, 2023, interest income recognized were primarily related to the interest we earned from the short-term loans we provided to unrelated parties.
Impairment on long-term investments: For the nine months ended September 30, 2023, we recognized an approximately US$0.21 million impairment loss on long-term investments, which was related to our cash investments in one of our unconsolidated investee entities whose business activities had become dormant.
Change in fair value of warrant liabilities: We issued warrants in financing activities. We determined that these warrants should be accounted for as derivative liabilities, as the warrants are dominated in a currency (U.S. dollar) other than our functional currency (Renminbi or Yuan). As a result, a gain of change in fair value of these warrant liabilities of approximately US$0.19 million and US$0.76 million was recorded for the nine months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023, we incurred a gain of change in fair value of warrant liabilities of approximately US$0.01 million, compared with a loss of change in fair value of warrant liabilities of approximately US$1.02 million for the three months ended September 30, 2022.
Loss before income tax benefit/(expense): As a result of the foregoing, our loss before income tax benefit was approximately US$4.07 million and US$5.27 million for the nine months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023, we incurred an approximately US$1.52 million loss before income tax expense, compared with an approximately US$2.84 million loss before income tax expense for the three months ended September 30, 2022.
Income Tax benefit/(expense): For the three months ended September 30, 2023, we recognized an approximately US$0.002 million income tax expense in relation to the net operating income generated by one of our operating VIEs, which resulted in a decrease in deferred tax assets recognized in previous reporting periods. For the nine months and three months ended September 30, 2022, we recognized an approximately US$0.002 million income tax benefit and US$0.002 million income tax expense in relation to the net operating loss and the net operating income incurred by the same one of our operating VIEs for the respective periods.
Net loss: As a result of the foregoing, for the nine months ended September 30, 2023 and 2022, we incurred a total net loss of approximately US$4.07 million and US$5.27 million, respectively. For the three months ended September 30, 2023, we recognized a net loss of approximately US$1.52 million, compared with a net loss of approximately US$2.84 million for the three months ended September 30, 2022.
B. LIQUIDITY AND CAPITAL RESOURCES
Cash Transfer within Our Organization and the Related Restrictions
We are a Nevada holding company with operations primarily conducted in China through our PRC subsidiaries, VIEs and VIEs’ subsidiaries. The intercompany flow of funds within our organization is effected through capital contributions and intercompany loans. We do not have written policies regarding intercompany cash transfer within our organization. In accordance with our current internal cash management practices, all intercompany cash transfer within our organization requires prior approval by our financial director and our chief financial officer/or our chief executive officer before execution.
As we conduct our operations primarily in China through our PRC subsidiaries, VIEs and their subsidiaries, and we intend to transfer most of our cash raised from the U.S. stock market to these operating entities to support their operations and expansions, our ability to pay dividends to U.S. investors may depend on receiving distributions from our PRC subsidiaries and settlement of the amounts owed under the VIE agreements from the consolidated VIEs. Any limitation on the ability of our PRC subsidiaries and the consolidated VIEs to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to pay dividends to our U.S. investors.
The PRC regulations currently permit payment of dividends only out of accumulated profits, as determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries, the consolidated VIEs and their subsidiaries in China are also required to set aside at least 10% of their respective after-tax profit based on the PRC accounting standards and regulations each year to the statutory surplus reserve, until the balance in the reserve reaches 50% of the registered capital of the respective PRC entities. In accordance with these PRC laws and regulations, our PRC subsidiaries, the consolidated VIEs and their subsidiaries are restricted in their ability to transfer a portion of their net assets to us. As of September 30, 2023 and December 31, 2022, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of our PRC subsidiaries, the consolidated VIEs and their subsidiaries that are included in our consolidated net assets, were approximately US$13.52 million and US$13.31 million, respectively. Appropriations to the enterprise expansion fund and staff welfare and bonus fund of a foreign-invested PRC entity and appropriation to the discretionary surplus reserve of other PRC entities are at the discretion of the board of directors. To date, none of our PRC subsidiaries, the consolidated VIEs and their subsidiaries appropriated any of these non-mandatory funds and reserves. Furthermore, if these entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.
Under the PRC Enterprise Income Tax (“EIT”) Law and related regulations, dividends, interests, rent or royalties payable by a foreign-invested enterprise to its immediate holding company outside China are subject to a 10% withholding tax. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Hong Kong has a tax arrangement with China that provides for a 5% withholding tax on dividends subject to certain conditions and requirements, such as the requirements that the Hong Kong enterprise owns at least 25% of the PRC enterprise distributing the dividend at all times within the 12-month period immediately preceding the distribution of dividends and provides that the recipient can demonstrate it is a Hong Kong tax resident and it is the beneficial owner of the dividends. The PRC government adopted regulations in 2018 which stipulate that in determining whether a non-resident enterprise has the status as a beneficial owner, comprehensive analysis shall be conducted based on the factors listed therein and the actual circumstances of the specific case shall be taken into consideration. Specifically, it expressly excludes an agent or a designated payee from being considered as a “beneficial owner”. We own our PRC subsidiaries through China Net HK. China Net HK currently does not hold a Hong Kong tax resident certificate from the Inland Revenue Department of Hong Kong, there is no assurance that the reduced withholding tax rate will be available for us. If China Net HK is not considered to be the “beneficial owner” of the dividends by the Chinese local tax authority, any dividends paid to it by our PRC subsidiaries would be subject to a withholding tax rate of 10%.
There are no restrictions for the consolidated VIEs to settle the amounts owed under the VIE agreements to our WFOE. However, arrangements and transactions among affiliated entities may be subject to audit or challenge by the PRC tax authorities. If at any time the VIE agreements and the related fee structure between the consolidated VIEs and our WFOE is determined to be non-substantive and disallowed by Chinese tax authorities, the consolidated VIEs could, as a matter of last resort, make a non-deductible transfer to our WFOE for the amounts owed under the VIE agreements. This would result in such transfer being non-deductible expenses for the consolidated VIEs but still taxable income for our WFOE. If this happens, it may increase our tax burden and reduce our after-tax income in the PRC, and may materially and adversely affect our ability to make distributions to the holding company. Our management is of the view that the likelihood that this scenario would happen is remote. To date, the VIEs have settled to our WFOE the amount owed under the VIE agreements of RMB15.25 million (approximately US$2.27 million) in the aggregate.
Our PRC subsidiaries generate all of their revenue in Renminbi, Renminbi is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends/make distributions to us. The Chinese government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currency may then restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to us for us to pay dividends to the U.S. investors. Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and foreign debt. Currently, our PRC subsidiaries may purchase foreign currency for settlement of current account transactions, including payment of dividends to us, without the approval of the State Administration of Foreign Exchange of China (the “SAFE”) by complying with certain procedural requirements. However, the relevant Chinese governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. The Chinese government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by the SAFE for cross-border transactions falling under both the current account and the capital account. Any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to pay dividends in foreign currencies to holders of our securities. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our PRC subsidiaries.
To date, none of our subsidiaries has made any distribution of earnings or issued any dividends to their respective shareholder in or outside of China, or to the Nevada holding company, and the Nevada holding company has never declared or paid any cash dividends to U.S. investors.
We do not have any present plan to make any distribution of earnings/issue any dividends directly or indirectly to our Nevada holding company or pay any cash dividends on our common stock in the foreseeable future because we currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
Cash Flow Analysis for the Nine Months Ended September 30, 2023 and 2022
Cash and cash equivalents represent cash on hand and deposits held at call with banks. We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2023, we had cash and cash equivalents of approximately US$1.31 million.
Our liquidity needs include (i) net cash used in operating activities that consists of (a) cash required to fund the initial build-out, continued expansion of our network and new services and (b) our working capital needs, which include deposits and advance payments to search engine resources and other advertising resources providers, payment of our operating expenses and financing of our accounts receivable; and (ii) net cash used in investing activities that consist of the investment to expand technologies related to our existing and future business activities, investment to enhance the functionality of our current advertising portals for providing advertising, marketing and data services and to secure the safety of our general network, and investment to establish joint ventures with strategic partners for the development of new technologies and services. To date, we have financed our liquidity need primarily through proceeds we generated from financing activities.
The following table provides detailed information about our net cash flow for the periods indicated:
| Nine Months Ended September 30, |
||||||||
| 2023 |
2022 |
|||||||
| Amounts in thousands of US dollars |
||||||||
| Net cash used in operating activities |
$ | (1,536 | ) | $ | (4,409 | ) | ||
| Net cash used in investing activities |
(1,499 | ) | (479 | ) | ||||
| Net cash provided by financing activities |
- | - | ||||||
| Effect of foreign currency exchange rate changes |
(42 | ) | (131 | ) | ||||
| Net decrease in cash and cash equivalents |
$ | (3,077 | ) | $ | (5,019 | ) | ||
Net cash used in operating activities
For the nine months ended September 30, 2023, our net cash used in operating activities of approximately US$1.54 million were primarily attributable to:
| (1) |
net loss excluding approximately US$0.97 million of non-cash expenses of depreciation and amortizations; approximately US$0.31 million amortization of operating lease right-of-use assets, approximately US$0.10 million share-based compensation; approximately US$0.19 million gain from change in fair value of warrant liabilities, approximately US$1.35 million allowance for credit losses, approximately US$0.01million loss on disposal of fixed assets and approximately US$0.23 million non-operating income, yielded the non-cash, non-operating items excluded net loss of approximately US$1.55 million. |
| (2) |
the receipt of cash from operations from changes in operating assets and liabilities such as: |
| - |
accounts receivable decreased by approximately US$0.66 million, primarily due to collection from two major clients during the period; and |
| - |
advance from customers increased by approximately US$0.43 million. |
| (3) |
offset by the use from operations from changes in operating assets and liabilities such as: |
| - |
prepayment and deposit to suppliers increased by approximately US$0.39 million; |
| - |
account payables decreased by approximately US$0.003 million; |
| - |
the other current liabilities and taxes payables decreased by approximately US$0.08 million; and |
| - |
accruals, operating lease liabilities and short-term lease payment payables decreased by approximately US$0.60 million in the aggregate, due to settle of these operating liabilities during the period. |
For the nine months ended September 30, 2022, our net cash used in operating activities of approximately US$4.41 million were primarily attributable to:
| (1) |
net loss excluding approximately US$1.66 million of non-cash expenses of depreciation and amortizations; approximately US$0.24 million amortization of operating lease right-of-use assets, approximately US$0.14 million share-based compensation; approximately US$0.76 million gain from change in fair value of warrant liabilities, approximately US$0.95 million allowance for doubtful accounts, approximately US$0.002 million deferred tax benefit, and approximately US$0.09 million non-operating income. |
| (2) |
the receipt of cash from operations from changes in operating assets and liabilities such as: |
| - | other current liabilities and taxes payable increased by approximately US$0.74 million in the aggregate; |
| - | due from related parties in relation to advertising services provided to related parties decreased by approximately US$0.06 million; and |
| - | other current assets decreased by approximately US$0.03 million. |
| (3) |
offset by the use from operations from changes in operating assets and liabilities such as: |
| - | accounts receivable increased by approximately US$0.21 million; |
| - | prepayment and deposit to suppliers increased by approximately US$0.46 million, primarily due to new deposits and prepayments made for the purchase of various advertising resources during the period; |
| - | accounts payable decreased by approximately US$0.78 million, primarily due to settlement to one of our major suppliers during the period; |
| - | advance from customers decreased by approximately US$0.18 million, primarily due to recognizing revenues from opening contract liabilities during the period; and |
| - | accruals, operating lease liabilities and short-term lease payment payables decreased by approximately US$0.46 million in the aggregate, due to settlement of these operating liabilities during the period. |
Net cash used in investing activities
For the nine months ended September 30, 2023, (1) we provided to an unrelated party a short-term loan of US$2.0 million. The loan is unsecured and bears a fixed annualized interest rate of 12%. The original maturity date of this loan was July 17, 2023. On July 1, 2023, we extended the term of this loan for a six-month period to January 18, 2024; (2) we collected an US$0.10 million short-term loan, which was provided to another unrelated party in April 2022; (3) we received a total interest income of approximately US$0.07 million, which was attributable to short-term loans we provided to unrelated parties in previous periods; (4) we made an additional investment of approximately US$0.04 million to one of our unconsolidated investee entities; (5) we received an approximately US$0.43 million proceeds from the disposal of our equity interest in another unconsolidated investee entity to an unrelated party; and (6) we made an deposit of approximately US0.05 million for equipment purchase. In the aggregate, these transactions resulted in a net cash outflow from investing activities of approximately US$1.50 million for the nine months ended September 30, 2023.
For the nine months ended September 30, 2022, (1) we provided short-term loans of US$2.60 million in the aggregate to two unrelated parties during the period. The current interest rate is 5% per annum for both loans; (2) we received an aggregate of US$2.05 million repayments of short-term loan principals, of which US$1.03 million was related to a loan provided in fiscal 2021, and a US$0.06 million loan interest income, respectively; and (3) we also received an approximately US$0.01 million short-term loan repayment from one of our unconsolidated investees. In the aggregate, these transactions result in a net cash outflow used in investing activities of approximately US$0.48 million for the nine months ended September 30, 2022.
Net cash provided by financing activities
For the nine months ended September 30, 2023 and 2022, no cash was provided by or used in financing activities.
Future Liquidity, Material Cash Requirements and Capital Resources
Our future short-term liquidity needs within 12 months from the date hereof primarily include deposits and advance payments required for the purchase of search engine marketing resources and other online marketing resources to be distributed to our customers and payments for our operating expenses, which mainly consist of office rentals and employee salary and benefit.
In addition, in order to further develop our core business, i.e., our Internet advertising and related data service business, broaden and diversify the online marketing channels for customers, reinforce our industry competitive advantage and secure our client base, we are actively seeking target companies with complementary online marketing resources for acquisition and/or joint ventures cooperation. To date, we have not entered into any binding agreements with any potential target. It is not yet certain when the potential acquisition and/or cooperation will be consummated and what form(s) of consideration will be transferred by us. If this transaction were to be consummated, it will materially decrease our liquidity in the short run when the cash consideration, if any, is transferred. However, upon consummation of the acquisition, operating profits and new cash inflow may be generated from the acquired subsidiary, which may also help to improve the overall gross margin and cash flow status of our core business through the expected synergies of combining operations of the new acquired subsidiary and our own. Except this, we do not have other material non-operational cash requirements within 12 months from the date hereof.
Currently, we do not have sufficient cash or commitments for financing to sustain our operation for the twelve months from the issuance date of these financial statements. We plan to optimize our internet resources cost investment strategy to improve the gross profit margin of our core business and to further strengthen the accounts receivables collection management and negotiate with major suppliers for more favorable payment terms, all of which will help to substantially increase the cash flows from operations. In addition, to further improve our liquidity, we plan to reduce our operating costs through optimizing the personnel structure among different offices, and reduce our office leasing spaces, if needed. Beginning in early 2022, we introduced our SaaS services to customers. Our SaaS services are provided based on technologies of our self-developed Blockchain Integrated Framework (“BIF”) platform. Our BIF platform enable our clients to utilize the BIF platform as an enterprise management software to record, share and storage operating data on-chain, and/or to generate unique designed Non-fungible Token (“NFTs”) for their IPs and certificates. While the COVID-19 epidemic and the associated long-time quarantine and business shutdown measures throughout fiscal 2022 adversely affected our SaaS services promotion, and revenues from the new SaaS services business and our profitability have not met our expectations, we still expect these services business to generate positive cash flow and help to improve liquidity since they rely on technologies of our self-developed software platform, thus reducing the need for substantial cash outflow to other third-party service providers. In July 2023, we established a new majority-owned subsidiary, ChinaNet Yun Chuang, to expand into the livestream operation industry, with expectations of generating operating profits and additional cash inflow from providing online-content production, distribution, promotion, and live streamer training and management services in the next 12 months.
In addition, for the next 12 months from the date hereof, we anticipate to generate additional cash inflows and/or improve our liquidity through the following: (1) our current outstanding short-term working capital loans provided to unrelated parties will mature within the next 12 months that we anticipate collecting these loan principals and the related interest income within the next 12 months; (2) if at any time we anticipate insufficiency of our working capital, we can apply for revolving credit facility from commercial banks in the PRC to supplement our short-term liquidity deficit. We have not experienced any difficulties in obtaining such credit facility before, and this could result in fixed obligations and incremental cost of interest; (3) in consideration of the long-term cooperation history and good track records with our major suppliers, we plan to negotiate with our suppliers for more favorable payment terms; and (4) we plan to reduce our operating costs through optimizing the personnel structure among different offices and reduce our office leasing spaces, if needed. This may incur incremental costs related to employee layoff compensation and contract termination penalty.
If we fail to achieve these goals, we may need additional financing to execute our business plan. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition and results of operations. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
The unaudited condensed consolidated financial statements as of September 30, 2023 have been prepared under the assumption that we will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. Our ability to continue as a going concern is dependent upon our uncertain ability to increase gross profit margin and reduce operating loss from our core business and/or obtain additional equity and/or debt financing. The accompanying financial statements as of September 30, 2023 do not include any adjustments that might result from the outcome of these uncertainties. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on the financial statements.
In the long term, beyond the next 12 months, we plan to further broaden the application scenarios of our blockchain-based SaaS services to be offered to the customers, continue expanding our core Internet advertising and marketing business through acquisitions, and develop Internet advertising and marketing channels that target overseas Internet users. As such, we may decide to enhance our liquidity position or increase our cash reserve for future investments through additional equity financing in the U.S. capital market. This would result in further dilution to our shareholders. We cannot assure you that such financing will be available in amounts or on terms acceptable to us, or at all.
C. Off-Balance Sheet Arrangements
None.
D. Disclosure of Contractual Obligations
In August 2022, we obtained a 9.9% equity interest in Guangdong Yong Fu Xiang Health Management Co., Ltd (“Yong Fu Xiang”), through subscription of a RMB6.73 million (approximately US$0.98 million) registered capital of the entity in cash, which amount was committed to be paid up before December 31, 2065.
In September 2022, we obtained a 9% equity interest in Guangzhou Yuan Qi Man Man Technology Co., Ltd. (“Yuan Qi Man Man"), through subscription of a RMB0.09 million (approximately US$0.01million) registered capital of the entity in cash, which amount was committed to be paid up before December 31, 2040.
In June 2023, we obtained a 9.9% equity interest in Wuhan Ju Liang, through subscription of a RMB0.99 million (approximately US$0.14 million) registered capital of the entity in cash, which amount was committed to be paid up before August 1, 2052.
In August 2023, the Company obtained a 9% equity interest in Fu Meng Hui through subscription of a RMB0.45 million (approximately US$0.06 million) registered capital of the entity in cash, which amount was committed to be paid up before December 31, 2050.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal accounting and financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
This information has been omitted based on the Company’s status as a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
During our fiscal quarter ended September 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K.
The exhibits listed on the Exhibit Index below are provided as part of this report.
| Exhibit No. |
Document Description |
|
| 101 |
The following materials are filed herewith: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition. |
|
| 104 |
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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.
| ZW DATA ACTION TECHNOLOGIES INC. |
||
| Date: November 20, 2023 |
By: |
/s/ Handong Cheng |
| Name: Handong Cheng |
||
| Title: Chief Executive Officer and Acting Chief Financial Officer |
||
| (Principal Executive Officer and Principal Accounting and Financial Officer) | ||
Exhibit 31.1
CERTIFICATION
I, Handong Cheng, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of ZW Data Action Technologies Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 20, 2023
/s/ Handong Cheng
Handong Cheng
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Handong Cheng, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of ZW Data Action Technologies Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 20, 2023
/s/ Handong Cheng
Handong Cheng
Acting Chief Financial Officer
(Principal Accounting and Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in his capacity as an officer of ZW Data Action Technologies Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1) The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2023 fully complies with the requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 20, 2023
/s/ Handong Cheng
Handong Cheng
Chief Executive Officer
(Principal Executive Officer)
/s/ Handong Cheng
Handong Cheng
Acting Chief Financial Officer
(Principal Accounting and Financial Officer)