Infobird Co., Ltd 6-K, filed Oct 31, 2023
Infobird Co., Ltd (IFBD)
About this 6-K
Infobird Co., Ltd filed this 6-K on October 31, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2023
Commission File Number:
(Registrant’s Name)
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Infobird,” “we,” “us” and “our” refer to Infobird Co., Ltd and its subsidiaries.
Other Information
Attached hereto as Exhibit 99.1 are the unaudited condensed consolidated financial statements of the Company as of June 30, 2023 and for the six months ended June 30, 2023 and 2022; and attached hereto as Exhibit 99.2 is the management’s discussion and analysis of financial condition and results of operations of the Company.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INFOBIRD CO., LTD | |||
| Date: | October 31, 2023 | By: | /s/ Yiting Song |
| Yiting Song, Chief Financial Officer |
Exhibit 99.1
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Six
Months Ended |
Page |
| Financial Statements: | |
| Unaudited Interim Condensed Consolidated Balance Sheets | F-2 |
| Unaudited Interim Condensed Consolidated Statements of Operation and Comprehensive loss | F-3 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Equity | F-4 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows | F-5 |
| Notes to Unaudited Interim Condensed Consolidated Financial Statements | F-6 |
F-1
| INFOBIRD CO., LTD AND SUBSIDIARIES |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS |
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Other receivables, net | ||||||||
| Due from discontinued operations | ||||||||
| Escrow, current | ||||||||
| Short-term investment | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| OTHER ASSETS | ||||||||
| Other assets of discontinued operations | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Current liabilities of discontinued operations | $ | $ | ||||||
| Total current liabilities | ||||||||
| OTHER LIABILITIES | ||||||||
| Advance from investor | ||||||||
| Other liabilities of discontinued operations | ||||||||
| Total other liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares,$ par value, shares authorized, and shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively* | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity attributable to Infobird Co., Ltd | ||||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
| * |
| The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. |
F-2
| INFOBIRD CO., LTD AND SUBSIDIARIES |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| REVENUES | $ | $ | ||||||
COST OF REVENUES | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Long-live assets impairment | ||||||||
| Total operating expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ||||||
| Other income (expense), net | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR (BENEFIT OF) INCOME TAXES | ||||||||
| NET LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ||||
| NET LOSS FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | ||||
| NET LOSS | ( | ) | ( | ) | ||||
| Less: Net loss attributable to noncontrolling interest from discontinued operations | ( | ) | ( | ) | ||||
| NET LOSS ATTRIBUTABLE TO INFOBIRD CO.,LTD | $ | ( | ) | $ | ( | ) | ||
| NET LOSS | ( | ) | ( | ) | ||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| Less: Comprehensive loss attributable to noncontrolling interests from discontinued operations | ( | ) | ( | ) | ||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO INFOBIRD CO., LTD | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* | ||||||||
| Basic and diluted | ||||||||
| LOSS PER SHARE | ||||||||
| Basic and diluted - continuing operations | $ | ) | $ | ) | ||||
| Basic and diluted - discontinued operations | $ | ) | $ | ) | ||||
| * |
| The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. |
F-3
| INFOBIRD CO., LTD AND SUBSIDIARIES |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
| Retained earnings | Accumulated | |||||||||||||||||||||||||||||||
| Additional | (accumulated deficit) | other | ||||||||||||||||||||||||||||||
| Ordinary shares | paid-in | Statutory | comprehensive | Noncontrolling | ||||||||||||||||||||||||||||
| Shares* | Par value | capital | reserves | Unrestricted | income (loss) | interests | Total | |||||||||||||||||||||||||
| BALANCE, December 31, 2021 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss attributable to Infobird Co., Ltd | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Share-based compensations for consulting services | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| BALANCE, June 30, 2022 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Retained earnings | Accumulated | |||||||||||||||||||||||||||||||
| Additional | (accumulated deficit) | other | ||||||||||||||||||||||||||||||
| Ordinary shares | paid-in | Statutory | comprehensive | Noncontrolling | ||||||||||||||||||||||||||||
| Shares* | Par value | capital | reserves | Unrestricted | income (loss) | interests | Total | |||||||||||||||||||||||||
| BALANCE, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss attributable to Infobird Co., Ltd | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Issued orinary shares under F3, net of issuance costs | ||||||||||||||||||||||||||||||||
| Warrants convert to ordinary shares | ( | ) | ||||||||||||||||||||||||||||||
| Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | |||||||||||||||||||||||||||||||
| BALANCE, June 30, 2023 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| * |
| The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. |
F-4
| INFOBIRD CO., LTD AND SUBSIDIARIES |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| (Gain)/Loss of investment | ( | ) | ||||||
| Stock-base compensations for consulting service | ||||||||
| Change in operating assets and liabilities | ||||||||
| Other receivables | ( | ) | ||||||
| Due from discontinued operations | ( | ) | ||||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash deposit in escrow account | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net proceeds from issuance of common stock under F3 | ||||||||
| Net proceeds in advance for the issuance of convertible bonds in September 2023 | ||||||||
| Refunds from escrow | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE CHANGES | ( | ) | ||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| CASH, beginning of period | ||||||||
| CASH, end of period | $ | $ | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||||||||
| LESS: CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM DISCONTINUED OPERATIONS | $ | $ | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM CONTINUING OPERATIONS | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Initial recognition of operating right of use asset and lease liability | $ | $ | ||||||
| Elimination of operating right of use asset and lease liability upon termination of operating lease | $ | $ | ||||||
| The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. |
F-5
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 1 – Nature of business and organization
Infobird Co., Ltd (“Infobird Cayman” or the “Company”) is a holding company incorporated on March 26, 2020 under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Infobird International Limited (“Infobird HK”) established under the laws of Hong Kong on April 21, 2020.
Infobird HK is also a holding company holding all of the outstanding equity of Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”) which was established on May 20, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).
The Company, through its variable interest entity (“VIE”), Beijing Infobird Software Co., Ltd (“Infobird Beijing”), a PRC limited liability company established on October 26, 2001, and through its subsidiaries, is a software-as-a-service (“SaaS”) provider of innovative AI-powered (artificial intelligence enabled) customer engagement solutions in China. The Company primarily provides standard and customized customer relationship management cloud-based services, such as SaaS, and business process outsourcing (“BPO”), services to its clients.
On October 17, 2013, Infobird Beijing established its 90.18% owned subsidiary, Guiyang Infobird Cloud Computing Co., Ltd (“Infobird Guiyang”), a PRC limited liability company. Infobird Guiyang also engages in software development and mainly provides BPO services to its customers. On June 20, 2012, Infobird Beijing established a 99.95% owned subsidiary, Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”), a PRC limited liability company. Infobird Anhui also engages in software development and mainly provides cloud services and technology solutions to customers.
On May 27, 2020, Infobird Cayman completed a reorganization of entities under common control of its then existing shareholders, who collectively owned all of the equity interests of Infobird Cayman prior to the reorganization. Infobird Cayman and Infobird HK were established as the holding companies of Infobird WFOE. Infobird WFOE is the primary beneficiary for accounting purposes of Infobird Beijing and its subsidiaries. All of these entities are under common control which results in the consolidation of Infobird Beijing and subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. The unaudited interim condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements of Infobird Cayman.
On December 2, 2021, Infobird Beijing completed its 51% acquisition of Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”), a PRC limited liability company and a SaaS provider of big data analysis to retail stores aimed at operation improvement, for approximately $1.3 million (RMB 8.6 million). Shanghai Qishuo is a fast-growing provider of consumer product and retail store digitalization solutions.
On May 31, 2022, Infobird Anhui completed its 100% acquisition of Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”), a PRC limited liability company owned VATS License with the business scope of “Nationwide Domestic Call Center Services” to improve our cloud-based services.
The accompanying unaudited interim condensed consolidated financial statements reflect the activities of Infobird Cayman and each of the following entities:
F-6
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Schedule of consolidated financial statements | ||||
| Name | Background | Ownership | ||
| Infobird International Limited (“Infobird HK”) |
● Incorporated on April 21, 2020 ● A holding company |
|||
| Infobird Digital Technology (Beijing) Co., Ltd (“Infobird WFOE”) | owned enterprise (“WFOE”) ● Incorporated on May 20, 2020 ● Registered capital of $15,000,000 (RMB 106,392,000) ● A holding company |
|||
| Beijing Infobird Software Co., Ltd (“Infobird Beijing”) | ● Incorporated on October 26, 2001 ● Registered capital of $2,417,947 (RMB 16,624,597) ● Software developing that provides software as a service (SaaS) |
|||
| Guiyang Infobird Cloud
Computing Co., Ltd (“Infobird Guiyang”) |
● Incorporated on October 17, 2013 ● Registered capital of $1,777,645 (RMB 12,222,200) ● Software developing that provides software as a service (SaaS) |
|||
| Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd) (“Infobird Anhui”) | ● Incorporated on June 20, 2012 ● Registered capital of $1,454,440 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS) |
|||
| Shanghai Qishuo Technology Inc. (“Shanghai Qishuo”) | ● Incorporated on April 10, 2014 ● Registered capital of $156,922 (RMB 1,000,000) ● Software developing that provides software as a service (SaaS) |
|||
| Hefei Weiao Information Technology Co., Ltd (“Anhui Weiao”) | ● Incorporated on May 25, 2018 ● Registered capital of $1,439,325 (RMB 10,000,000) ● Software developing that provides software as a service (SaaS) |
Contractual Arrangements
Due to legal restrictions on foreign ownership and investment in, among other areas, the development and operation of information technology in China, including cloud computing and big data analytics, the Company operates its businesses in which foreign investment is restricted or prohibited in the PRC through certain PRC domestic companies. Neither the Company nor its subsidiaries own any equity interest in Infobird Beijing. As such, Infobird Beijing is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of three agreements, along with shareholders’ powers of attorney (“POAs”) and spousal consent letters (collectively the “Contractual Arrangements”, which were signed on May 27, 2020).
The significant terms of the Contractual Arrangements are as follows:
Exclusive Business Cooperation Agreement
Pursuant to the exclusive business cooperation agreement between Infobird WFOE and Infobird Beijing, Infobird WFOE has the exclusive right to provide Infobird Beijing with technical support services, consulting services and other services, including technical support and training, business management consultation, consultation, collection and research of technology and market information, marketing and promotion services, customer order management and customer services, lease equipment or properties, provide legitimate rights to use software license, provide deployment, maintenances and upgrade of software, design installation, daily management, maintenance and updating network system, hardware and database, and other services requested by Infobird Beijing from time to time to the extent permitted under PRC law. In exchange, Infobird WFOE is entitled to a service fee that equals to all of the consolidated net income. The service fee may be adjusted by Infobird WFOE based on the actual scope of services rendered by Infobird WFOE and the operational needs and expanding demands of Infobird Beijing. Pursuant to the exclusive business cooperation agreement, the service fees may be adjusted based on the actual scope of services rendered by Infobird WFOE and the operational needs of Infobird Beijing.
F-7
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The exclusive business cooperation agreement remains in effect unless terminated in accordance with the following provision of the agreement or terminated in writing by Infobird WFOE.
During the term of the exclusive business cooperation agreement, Infobird WFOE and Infobird Beijing shall renew the operation term prior to the expiration thereof so as to enable the exclusive business cooperation agreement to remain effective. The exclusive business cooperation agreement shall be terminated upon the expiration of the operation term of either Infobird WFOE or Infobird Beijing if the application for renewal of the operation term is not approved by relevant government authorities. If an application for renewal of the operation term is not approved, according to the PRC Company Law, the expiration of the operation term may lead to the dissolution and cancellation of such PRC company.
Exclusive Option Agreements
Pursuant to the exclusive option agreements among Infobird WFOE, Infobird Beijing and the shareholders who collectively owned all of Infobird Beijing, such shareholders jointly and severally grant Infobird WFOE an option to purchase their equity interests in Infobird Beijing. The purchase price shall be the lowest price then permitted under applicable PRC laws. Infobird WFOE or its designated person may exercise such option at any time to purchase all or part of the equity interests in Infobird Beijing until it has acquired all equity interests of Infobird Beijing, which is irrevocable during the term of the agreements.
The exclusive option agreements remains in effect until all equity interest held by shareholders in Infobird Beijing has been transferred or assigned to Infobird WFOE and/or any other person designated by the Infobird WFOE in accordance with such agreement.
Equity Interest Pledge Agreements
Pursuant to the equity interest pledge agreements, among Infobird WFOE, Infobird Beijing, and the shareholders who collectively owned all of Infobird Beijing, such shareholders pledge all of the equity interests in Infobird Beijing to Infobird WFOE as collateral to secure the obligations of Infobird Beijing under the exclusive business cooperation agreement and exclusive option agreements. These shareholders are prohibited from transferring the pledged equity interests without the prior consent of Infobird WFOE unless transferring the equity interests to Infobird WFOE or its designated person in accordance to the exclusive option agreements.
The equity interest pledge agreements shall come into force the date on which the pledged interests are recorded, which is within three (3) days after signing of the agreements on May 27, 2020, under Infobird Beijing’s register of shareholders and are registered with the competent Administration for Market Regulation of Infobird Beijing until all of the obligations to Infobird WFOE have been fulfilled completely by Infobird Beijing. Nineteen shareholders of Infobird Beijing have registered the pledges of equity interest with the competent Civil Code of the PRC and Infobird Beijing intends to register the pledge of equity interest of one shareholder with the competent Administration for Market Regulation once practicable.
Shareholders’ Powers of Attorney (“POAs”)
Pursuant to the shareholders’ POAs, the shareholders of Infobird Beijing give Infobird WFOE an irrevocable proxy to act on their behalf on all matters pertaining to Infobird Beijing and to exercise all of their rights as shareholders of Infobird Beijing, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of the shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Infobird Beijing, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements. The shareholders’ POAs shall remain in effect while the shareholders of Infobird Beijing hold the equity interests in Infobird Beijing.
F-8
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Spousal Consent Letters
Pursuant to the spousal consent letters, the spouses of the shareholders of Infobird Beijing commit that they have no right to make any assertions in connection with the equity interests of Infobird Beijing, which are held by the shareholders. In the event that the spouses obtain any equity interests of Infobird Beijing, which are held by the shareholders, for any reasons, the spouses of the shareholders shall be bound by the exclusive option agreement, the equity interest pledge agreement, the shareholder POA and the exclusive business cooperation agreement and comply with the obligations thereunder as a shareholder of Infobird Beijing. The letters are irrevocable and shall not be withdrawn without the consent of Infobird WFOE.
Based on the foregoing contractual arrangements, which grant Infobird WFOE effective control of Infobird Beijing and subsidiaries and enable Infobird WFOE to receive all of their expected residual returns, the Company accounts for Infobird Beijing as a VIE. Accordingly, the Company consolidates the accounts of Infobird Beijing and subsidiaries for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
Note 2 – Summary of significant accounting policies
Liquidity
In assessing liquidity, the Company monitors and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.
Historically,
the Company finances its operations through internally generated cash, short-term loans and payable from related parties and equity financing.
As of June 30, 2023 the Company had approximately $
If the Company is unable to realize its assets within the normal operating cycle of a twelve (12) month period, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | other available sources of financing from PRC banks and other financial institutions; |
| ● | financial support from the Company’s related parties and shareholders; and |
| ● | issuance of convertible debt. |
Based on the above considerations, the Company’s management is of the opinion that it has sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due over the next twelve (12) months.
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC, regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The results of operations are not necessarily indicative of results to be expected for any other interim period or for the full year. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements as of and for the years ended December 31, 2022.
F-9
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise and VIE over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary for accounting purposes. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics: (1) the power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Infobird Beijing that could potentially be significant to such entity. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim condensed consolidated 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 disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of property and equipment and intangible assets, software development costs, impairment of long-lived assets, allowance for doubtful accounts, revenue recognition, share-based compensation, allowance for deferred tax assets and uncertain tax position. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.
Foreign currency translation and transaction
The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of income accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
Translation
adjustments included in accumulated other comprehensive income (loss) amounted to $
Cash
Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three (3) months.
F-10
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Accounts receivable, net
Accounts receivable
include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing
the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic
environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables
on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances
are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
As of June 30, 2023 and December 31, 2022, allowance for doubtful accounts were $
Other receivables, net
Other receivables
primarily include advances to employees and other deposits. Management regularly reviews the aging of receivables and changes in payment
trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written
off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and December 31, 2022, allowance for doubtful
accounts were $
Prepayments
Prepayments
are cash deposited or advanced to suppliers for future service rendering. The amounts are refundable and bear no interest. For any advances
to suppliers determined by management that such advances will not be in receipts or refundable, the Company will recognize an allowance
account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate,
and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management
has determined that the likelihood of collection is not probable. Management continues to evaluate the reasonableness of the valuation
allowance policy and update it if necessary. As of June 30, 2023 and December 31, 2022,
Short term investments
Short-term investments
are investments in wealth management product with underlying in bonds offered by private entities and other equity products.
The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. The
gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive
income. Gain (loss) from short term investments for six months ended June 30, 2023 and 2022 amounted to $
Escrow
In
connection with the closing of the Company’s initial public offering in April 2021, $600,000 of the net proceeds received from
the initial public offering was deposited in an escrow account, and the Company is restricted to withdraw for twenty-four months
after the closing date of the initial public offering. As of June 30, 2023 and December 31, 2022, the balance of the escrow account
related to IPO was
In connection
with the Company’s convertible notes in December 2022, the net proceeds received from the convertible notes was deposited in an
escrow account. As of June 30, 2023 and December 31, 2022, the balance of the escrow account related to convertible notes amounted to
$
All of escrow account were from continuing operations.
Long-term deposits
Long-term deposits
primarily included rental deposits, and deposits made by the Company to vendors to secure the service contract. The deposits are generally
more than one year and the amounts are refundable and bear no interest. For any deposits determined by management that such deposit will
not be in receipts or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews the long-
term deposits on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account
balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is
not probable. Management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of
June 30, 2023 and December 31, 2022,
F-11
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
| Schedule of property and equipment useful lives | ||
| Useful Life | ||
| Leasehold improvements | terms or estimated useful lives | |
| Electronic devices | ||
| Office equipment, fixtures and furniture | ||
| Automobile | ||
| Computer and network equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Construction-in-progress represents contractor and labor costs, design fees and inspection fees in connection with the construction of the Company’s building for a cloud computing facility in Guiyang, China, which collected in discontinued operations. As a result of further delays of the project related to local governments’ limitation of economic activities in response to the resurgence of COVID-19 variants, the Company recorded full impairment of its construction in progress for the year ended December 31, 2021.
Intangible assets
The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives.
Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
Capitalized development costs
The Company follows the provisions of ASC 350-40, “Internal Use Software”, to capitalize certain direct development costs associated with internal-used software. ASC 350-40 provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the application are capitalized if it is determined that these upgrades or enhancements add additional functionality to the application. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally five years. Amortization of internal-use software begins when the software is ready for its intended use. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
F-12
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
If, after
the development of internal-use software is completed, the Company decides to market the software, proceeds received from the
license of the computer software, net of direct incremental costs of marketing, such as commissions, software reproduction costs,
warranty and service obligations, and installation costs, shall be applied against the carrying amount of that software. As of June
30, 2023 and December 31, 2022, the Company applied nil
Land use rights
All land in the PRC is owned by the government. However, the government grants “land use rights.” This land use rights are for 40 years and expire in 2055. The Company amortizes the land use rights over the forty-year term of the land use rights on a straight-line basis. The carrying value of the land use rights was reduced by government grant received when the conditions stipulated under the grant were fulfilled. As a result of delay due to impact of COVID-19, the Company had fully impaired the remaining balance of land use right for the year ended December 31, 2022 as a result of further delays of the project related to aforementioned impairment in construction in progress. All of land use rights were owned by discontinued operation entities.
Impairment for long-lived assets
Long-lived assets,
including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value
of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows
the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result
from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset.
If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted
cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2022, approximately $
Business combination
The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.
Goodwill
Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.
F-13
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Government Grants
Government grants primarily consist of financial grants received from local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. There are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. Government grants of non-operating nature and with no further conditions to be met are recorded as non-operating income in “Other income, net” when received. The government grants are related to acquisition of assets. The grants are recorded as “deferred government grants” included in the accrued expenses and other current liabilities line item in the consolidated balance sheets when received. Once the Company fulfills the conditions stipulated under the grant, the grant amount is deducted from the carrying amount of the asset with a corresponding reduction in the deferred government grant balance.
Noncontrolling Interests
The Company’s
noncontrolling interests represent the minority shareholders’ ownership interests related to the Company’s subsidiaries, including
All of noncontrolling interests were from discontinued operation entities, which consist of the following:
F-14
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Schedule of noncontrolling interests | ||||||||
For the six months ended
June 30, | For
the year ended December 31, | |||||||
| 2023 | 2022 | |||||||
| Infobird Guiyang | $ | ( | ) | $ | ( | ) | ||
| Infobird Anhui | ( | ) | ( | ) | ||||
| Shanghai Qishuo | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
Revenue recognition
The Company recognized its revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers.
The Company’s contracts with customers generally do not include a general right of return relative to the delivered products or services.
The Company applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price.
Revenues are generated from (1) customized cloud-based services, (2) standard cloud-based services, (3) BPO services, (4) business integration solution services, and (5) professional services and other. All revenues collected for the six months ended June 30, 2023 and 2022 are from discontinued operation entities.
(1) Revenue from customized cloud-based services
The Company derives its customized cloud-based revenues from subscription services which are comprised of subscription fee from granting customers’ access to the customized SaaS, voice/data plan, which includes telecommunication usage such as telephone calls and messaging that our customers can subscribe for, and technical support. The provision of customized SaaS, voice/data plan and technical support is considered as one performance obligation as the services provided are not distinct within the context of the contract whereas the customer can only obtain benefit when the services are provided together. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.
(2) Revenue from standard cloud-based services
The Company also derives its standard cloud-based revenues from subscription services which are comprised of subscription fee from granting customers access to its software through the internet. The Company’s standard cloud-based solutions represent a series of services such as calling, voice recording and technical support. These services are made available to the customer continuously throughout the contractual period, however, the extent to which the customer uses the services may vary at the customers’ discretion. The standard cloud-based services are considered to have one single performance obligation. The Company uses monthly utilization records based on the number of user accounts subscribed for by customers, an output measure, to recognize revenue over time as there is simultaneous consumption and delivery of services.
F-15
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company also enters into contracts with customers where the customers pay a fixed fee to access a fixed number of user accounts over the subscription period as specified in the contracts; therefore, the customers receive and consume the benefits of the cloud services throughout the subscription period so revenue is recognized ratably over the contractual subscription period that the services are delivered, beginning on the date the service is made available to the customers.
Contract performance periods generally are one year, and pursuant to the contracts, full payments are generally collected in advance, with payment to be made within three months after execution of the contract. Contracts generally do not contain significant financing components or variable consideration.
(3) Revenue from BPO services
The Company provides BPO services to operate the call centers for its customers. Customers using these services are not permitted to take possession of the Company’s software and the contract term is for a defined period, where customers pay a monthly service fee. These services are considered as one performance obligation as the customers do not obtain benefit for each separate service. Revenues are recognized over time over contractual period using the time elapsed output method as BPO services are provided.
Contract performance periods generally are one year, and pursuant to the contracts, full payments for several months of services are generally collected in advance. Contracts generally do not contain significant financing components or variable consideration.
(4) Business Integration Solution Services Revenue
Since 2020, the Company provides business integration solution services to its customers and expects to expand its customer base from such services and develop the customers to become subscribers to SaaS services with software upgrades and continued services once they become more familiar with the Company’s products. The services include sale of the Company’s software license or development of customized software to fit the customers’ needs and sales of hardware integrated with the Company’s software.
| - | Revenue from software development |
The Company generates revenue from development and sale of software license including (1) standard software and (2) customized software developed per customers’ specifications. Contract terms from each software development contract generally do not contain significant financing components or variable consideration.
Standard software is developed and offered as standard cloud-based services. The Company sold the license for standard software because some customers show obvious preference of software licensing over software-as-a-service, for reasons such as concerns about the safety of cloud-based services and potential higher price of subscription in total compared with one-time on-premise fee. Therefore, as part of the Company’s sales and market strategy, it offers licenses for its standard software to allow the customers to first start utilizing its products in their daily operation and then aim to evolve them to become subscribers with its standard cloud-based services to enjoy benefits of software upgrades and continued services. Licenses for standard software provide the customer with a right to use the software. Standard software licenses are typically made available to customers with immediate access to the software. The Company recognizes revenue for these standard software licenses at the point in time when the customer has access and thus control over the software.
F-16
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Customized software is software developed catering to the needs of specific customers who require initial customization or development of new solutions before subscription to our cloud-based services. For example, the Company has entered into a two-stage agreement to provide services to a municipal government agency to first develop an information technology system and customize and configure its cloud call center into the IT system, and then provide cloud-based services and charge subscription fees. Because the customized software the Company developed are to solve certain business pain points in a certain scenario within or across industries, once developed, it plans to further apply them in serving other customers that share similar needs and business models. The Company aims to replicate its initial customization and development and achieve economies of scale after it delivers its products to more customers within the same industry. Contract terms are generally less than one year. The design, development, and installation of the customized software is considered as one performance obligation as these promises are not separately identifiable as the customers do not obtain benefits from these services on their own. The Company’s software development service contracts are generally recognized at a point in time when the customer accepted the customized software with satisfactory testing result.
| - | Revenue from sales of hardware with software integration |
The Company is responsible for providing hardware procurement, software design and implementation, installation and maintenance services in order to fulfill the contract. Design, integration and installation of hardware and software are considered as one performance obligation, as the customer does not benefit from each individual service on its own stand, but instead is benefited by the provision of these services as a whole. For contracts that the Company have no alternative use of the customized system without incurring significant additional costs and when the Company has right to payment for performance completed, the Company recognized revenue over time based on measurement of progress towards completion using output methods when it could appropriately measure the customization progress towards completion by reaching certain milestones specified in contracts. For other contracts that the Company is only entitled to payment after completion and inspection of project, revenue is recognized at a point in time after completion of software implementation and hardware installation, and the transfer of control to the customer.
Certain business
integration solution services contracts also require the Company to provide post-contract services (“PCS”) which include maintenance
and technical support. The provision of maintenance and technical support is considered one single performance obligation because maintenance
and technical support are not distinct within the context of the contract. The Company is obligated to provide a single, continuous, integrated
service throughout the contract term. As such, the Company allocates the contract price between revenue from business integration
solution services and provision of PCS, using the expected cost plus margin approach. The expected cost plus margin approach requires
the Company to forecast the expected costs of satisfying the performance obligation and then add a reasonable margin for that good or
service. Revenue allocated to PCS is deferred and recognized on a straight-line basis over the estimated period PCS are expected to be
provided. For the six months ended June 30, 2023 and 2022, nil
For contracts that involved third party service providers, the Company assesses if the Company controls the goods and services before they were transferred to the customer or if the Company’s responsibility is merely to facilitate the provision of goods and service to the customer. For products and goods that were directly shipped from the vendor to the customer and the vendor is responsible for providing services including installing, set up and warranty services after completion of the project, the Company records revenue from these contracts on a net basis when the services are provided and controlled by the third party service provider.
(5) Professional services and other revenues
The Company also generates revenue from data analysis services and other professional services where a separate contract is entered into with the customer when the customer needs the product or services.
The service revenue from data analysis service is recognized based on the service performed, an output measure, over the contractual period.
Other professional services consist primarily of technical consulting services. The Company recognizes revenue ratably over the contractual period as the customer simultaneously receives and consumes the benefits as the Company performs.
F-17
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Contract performance periods generally range from month to month, completion of service to one year, and payment terms are generally prepaid to 30 days. Contracts generally do not contain significant financing components or variable consideration.
Contract balances
The Company records receivables related to revenue when it has an unconditional right to invoice and receive payment.
The Company invoices its customers for its services on a monthly basis. Deferred revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized. The Company’s disaggregated revenue streams are summarized and disclosed in Note 14.
Cost of revenues
Cost of revenues consists primarily of personnel costs (including salaries, social insurance and benefits) for employees involved with the Company’s operations and product support; third party service fees including cloud and data usage, hosting fees and amortization and depreciation expenses associated with capitalized software, platform system and hardware. In addition, cost of revenues also includes cost of hardware, outsourcing contracted customer service representatives, customer surveys, contracted software development costs and allocated shared costs, primarily including facilities, information technology and security costs.
Warranty
The Company
generally provides limited warranties for work performed under its business integration solution contracts. At the time a sale is recognized,
the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and
these warrants are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on
actual warranty experience or Company’s best estimate. As of June 30, 2023 and December 31, 2022,
Advertising costs
Advertising
costs amounted to nil
Leases
The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended December 31, 2021, and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. All of the lease occurred in discontinued operation entities.
Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
F-18
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cashflows.
Research and development
Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, as well as office rental, depreciation, amortization and related expenses for the Company’s research and product development team. The Company recognizes software development costs in accordance with ASC 350-40 “Software—internal use software”. The Company expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development.
The Company
also follows the provisions of FASB ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed
(“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged
to research and development expense until technological feasibility is established using either the detail design approach or working
model approach. Thereafter, until the product is released for sale, software development costs should be capitalized and reported at the
lower of unamortized cost or net realizable value of the related product. For the six months ended June 30, 2023 and for the year ended
December 31, 2022,
The Company accounts for share-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, share-based compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received.
Value added taxes
Revenue represents the invoiced value of service, net of value added tax (“VAT”). The VAT is based on gross sales price and VAT rates range up to 6%, depending on the type of service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China have been and remain subject to examination by the tax authorities for five years from the date of filing.
F-19
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company presents deferred tax assets and liabilities as noncurrent in the balance sheet based on an analysis of each taxpaying component within a jurisdiction.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2022 and 2021 are subject to examination by any applicable tax authorities.
Comprehensive loss
Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2023 and 2022, there were dilutive shares.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
F-20
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company evaluated its warrants and determined the warrants are indexed to the Company’s own stock as the warrants do not contain any exercise contingencies, the warrants’ settlement amount equals the difference between the fair value of the Company’s common stock price and the warrant contract strike price and the only variables which could affect the settlement amount would be inputs to the fair value for a fixed-for-fixed option on equity shares. The Company also analyzed ASC 815-40-25 to determine whether the warrant contracts should be classified in stockholders’ equity in the Company’s statements of financial condition and concluded that the warrant contracts meet all of the criteria for classification as equity as the Company is not require to net settle. Based on this analysis, the Company determined the warrant contracts should be classified as equity.
Employee benefits
The full-time
employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance
and other welfare, which are PRC government mandated defined contribution plans. The Company is required to accrue for these benefits
based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant
PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. All expenses for the plans occurred
in discontinued operation entities, which were $
Statutory reserves
Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.
Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
Recently issued accounting pronouncements
In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 after FASB delayed the effective date for non-public companies with ASU 2019-10. The Company is currently evaluating the impact of this new standard on its unaudited interim condensed consolidated financial statements and related disclosures.
F-21
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
In May 2021, The FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendments in this Update provide the following guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic: (1) An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. (2) An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: a. For a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. Specifically, an entity should consider: a. An increase or a decrease in the fair value of the modified or exchanged written call option in applying the 10 percent cash flow test and/or calculating the fees between debtor and creditor in accordance with Subtopic 470-50, Debt—Modifications and Extinguishments. ii. An increase (but not a decrease) in the fair value of the modified or exchanged written call option in calculating the third-party costs in accordance with Subtopic 470-50. b. For all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. c. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration, as follows: a. A financing transaction to raise equity. The effect should be recognized as an equity issuance cost in accordance with the guidance in Topic 340, Other Assets and Deferred Costs. b. A financing transaction to raise or modify debt. The effect should be recognized as a cost in accordance with the guidance in Topic 470, Debt, and Topic 835, Interest. c. Other modifications or exchanges that are not related to financings or compensation for goods or services or other exchange 3 transactions within the scope of another Topic. The effect should be recognized as a dividend. For entities that present EPS in accordance with Topic 260, that dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. In a multiple-element transaction (for example, one that includes both debt financing and equity financing), the total effect of the modification should be allocated to the respective elements in the transaction. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Adoption of this new update did not materially impact the Company’s unaudited interim condensed consolidated financial statements and related disclosures after the Company’s evaluation.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
Note 3 – Variable interest entity
On May 27, 2020, Infobird WFOE entered into the Contractual Arrangements with Infobird Beijing. The significant terms of these Contractual Arrangements are summarized in “Note 1 – Nature of business and organization” above. As a result, the Company classifies Infobird Beijing as a VIE which should be consolidated based on the structure as described in Note 1.
F-22
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary for accounting purposes and must consolidate the VIE. Infobird WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Infobird Beijing because it has both of the following characteristics:
| (1) | The power to direct activities at Infobird Beijing that most significantly impact such entity’s economic performance, and |
| (2) | The right to receive benefits from Infobird Beijing that could potentially be significant to such entity. |
Pursuant to the Contractual Arrangements, Infobird Beijing pays service fees equal to all of its net income to Infobird WFOE. The Contractual Arrangements are designed so that Infobird Beijing operates for the benefit of Infobird WFOE and ultimately, the Company.
Under the Contractual Arrangements, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves, if any. As the VIEs are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.
Accordingly, the accounts of Infobird Beijing are consolidated in the accompanying unaudited interim condensed consolidated financial statements. In addition, its financial positions and results of operations are included in the Company’s unaudited interim condensed consolidated financial statements.
The carrying amount of the VIEs’ consolidated assets and liabilities are as follows:
| Schedule of VIEs’ consolidated assets and liabilities | ||||||||
| As of June 30, 2023 |
As of December 31, 2022 | |||||||
| Current assets belong to discontinued operation | $ | $ | ||||||
| Other assets belong to discontinued operation | ||||||||
| Total assets belong to discontinued operation | ||||||||
| Total liabilities belong to discontinued operation | ( |
) | ( |
) | ||||
| Net deficits belong to discontinued operation | $ | ( |
) | $ | ( |
) | ||
F-23
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The summarized operating results of the VIEs are as follows:
| Schedule of operating results of VIEs | ||||||||
| For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | |||||||
| Net loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
Include $
Include $
Note 4 — Business combination
Acquisition of Anhui Weiao:
On May 31, 2022,
Infobird Anhui completed its
The Company’s acquisition of Anhui Weiao was accounted for as business combination in accordance with ASC 805. The Company then allocated the fair value of consideration of Anui Weiao based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. Both the consideration paid and fair value of net assets of Anhui Weiao was nil, thus no goodwill recognized for this acquisition.
The
amounts of revenue and net loss that resulted from the acquisition and were included in the unaudited interim condensed consolidated
statements of operations and comprehensive income (loss) during the six months ended June 30, 2023 and 2022 were $nil
Note 5 — Discontinued Operations
In August 2023, the Company discontinued its SaaS services in the Mainland of China. As a result, the result of operations for the Company’s Mainland SaaS services business are reported as discontinued operations under the guidance of ASC 205.
F-24
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Reconciliation of the carrying amounts of major classes of assets and liabilitiies from discontinued operations in the consolidated balance sheets as of June 30, 2023 and December 31, 2022 is as follow:
Carrying amounts of major classes of assets included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:
| Schedule of assets and liabilities from discontinued operations | ||||||||
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivables, net | ||||||||
| Due from related parties | ||||||||
| Prepayments and other current assets | ||||||||
| Total current assets of discontinued operations | ||||||||
| OTHER ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Long-term deposits, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total other assets of discontinued operations | ||||||||
| Total assets of discontinued operations | $ | $ | ||||||
Carrying amounts of major classes of liabilities included as part of discountinued operations of Infobird HK, Infobird WFOE, Infobird Beijing, Infobird Guiyang, Infobird Anhui, Shanghai Qishuo and Anhui Weiao:
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| CURRENT LIABILITIES: | ||||||||
| Account payable | $ | $ | ||||||
| Bank loans - current | ||||||||
| Othr payables and accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Due to Infobird Cayman | ||||||||
| Deferred revenue | ||||||||
| Taxes payable | ||||||||
| Lease liabilities - current | ||||||||
| Total current liabilities of discontinued operations | ||||||||
| OTHER LIABILITIES: | ||||||||
| Bank loans - noncurrent | ||||||||
| Lease liablities - noncurrent | ||||||||
| Total other liabilities of discontinued operations | ||||||||
| Total liabilities of discontinued operations | $ | $ | ||||||
Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2022.
F-25
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Schedule of income and losses from discontinued operations | ||||||||
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Long-live assets impairment | ||||||||
| Total operating expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other (expense) income, net | ( | ) | ( | ) | ||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR (BENEFIT OF) INCOME TAXES | ( | ) | ||||||
| NET LOSS FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | ||||
Note 6 — Short term investments
Short term investments consist of the following:
| Schedule of short term investments | ||||||||||||||||
| Carrying Value at June 30, 2023 | Fair Value Measurement at June 30, 2023 | |||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Short term investments-continuing operations | $ | $ | $ | $ | ||||||||||||
F-26
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Carrying
Value at December 31, 2022 | Fair
Value Measurement at December 31, 2022 | |||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Short term investments-continuing operations | $ | $ | $ | $ | ||||||||||||
Short-term investments
are investments in wealth management product with underlying in bonds offered by private entities and other equity and debt products.
The investments can be redeemed upon three months’ notice and their carrying values approximate their fair values. Gain/(Loss)
from short term investments for the six months ended June 30, 2023 and 2022 amounted to $
Note 7 – Other receivables, net
Other receivables, net consist of the following:
| Schedule of other receivables, net | ||||||||
| As
of June 30, 2023 | As
of December 31, 2022 | |||||||
| Receivables from sales of short-term investment | $ | $ | ||||||
| Others | ||||||||
| Total other receivables | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total other receivables, net | $ | $ | ||||||
| Less: other receivables, net - discontinued operations | ( | ) | ( | ) | ||||
| Total other receivables, net - continuing operations | $ | $ | ||||||
F-27
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 8 – Related party balances and transactions
Loan Guarantee – related party
The related parties provided loan guarantee for the outstanding balances on bank loans of discontinued operations of the following:
| Schedule of bank loans | ||||||||||||||||||
| Bank Name | Maturities | Interest rate | Collateral/Guarantee | As of June 30, 2022 | As
of December 31, 2022 | |||||||||||||
| Bank of Beijing | % | $ | $ | |||||||||||||||
| BOC Fullerton Bank | % | |||||||||||||||||
| China Merchants Bank | % | |||||||||||||||||
| China Construction Bank | % | |||||||||||||||||
| Total | $ | $ | ||||||||||||||||
| * |
| ** |
| *** |
| **** |
Balances with related parties for discontinued operations
Due from related parties
| Schedule of related parties for discontinued operations | ||||||||||
| June 30, | December 31, | |||||||||
| 2023 | 2022 | |||||||||
| Ji Meng | Director of Purchase Department | $ | $ | |||||||
| Zuogang Luo | Vice President | |||||||||
| Total | $ | $ | ||||||||
Due to related parties
| June 30, | December 31, | |||||||||
| 2023 | 2022 | |||||||||
| Zhiguo Li | Director of Beijing Infobird | |||||||||
| Ji Meng | Director of Purchase Department | |||||||||
| Qi Gu | Shareholder of Shanghai Qishuo | $ | $ | |||||||
| Yimin Wu | Director of the Borad and former CEO | $ | $ | |||||||
| Weimin Wu | Brother of Yimin Wu | $ | $ | |||||||
| Shengmin Wu | Director of Guiyang Infobird | |||||||||
| Total | $ | $ | ||||||||
Note 9 – Taxes
Income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
F-28
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Hong Kong
Infobird HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Infobird HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
PRC
Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Shanghai Qishuo are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. Infobird Beijing maintained the “high-tech enterprise” tax status which is validated until July 2023, which reduced its statutory income tax rate to 15%. Infobird Guiyang qualifies for 15% preferential income tax rate for enterprises whose core business is one of the industrial projects listed in the Catalogue of Encouraged Industries in western regions of China.
In addition, 75% of research and development expenses of Infobird Beijing, Infobird Anhui, Infobird Guiyang,and Qishuo are subject to additional deduction from pre-tax income while such deduction cannot exceed the total amount of pre-tax income.
Tax
savings for the six months ended June 30, 2023 and 2022 amounted to both of nil,
The Company’s basic and diluted loss per shares would have been lower by nil per share for both of the six months ended June 30, 2023 and 2022, without the preferential tax rate reduction and research and development expenses reduction.
Income tax
benefit amounted to nil
Significant components of the provision for income taxes are as follows:
| Schedule of provision for income taxes | ||||||||
For the six months ended June 30, 2023 | For the six months ended June 30, 2022 | |||||||
| Current | $ | $ | ||||||
| Deferred | ( | ) | ||||||
| Total benefit of income tax | ( | ) | ||||||
| Less: benefit of income taxes - discontinued operations | ( | ) | ||||||
| Total benefit of income taxes - continuing operations | $ | $ | ||||||
Deferred tax assets and liabilities – China
F-29
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Significant components of deferred tax assets and liabilities were as follows:
| Schedule of deferred tax assets and liabilities | ||||||||
| As
of June 30, |
As
of December 31, | |||||||
| Deferred tax assets: | 2023 | 2022 | ||||||
| Allowance for doubtful account | $ | $ | ||||||
| Net operating loss carryforward | ||||||||
| Long-lived assets impairment | ||||||||
| Deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Recognition of intangible assets arising from business combinations | ( |
) | ||||||
| Capitalized development costs | ( |
) | ( |
) | ||||
| Change in valuation allowance | ( |
) | ( |
) | ||||
| Deferred tax assets(liabilities), net | $ | $ | ||||||
The Company
had net operating loss (NOL) carryforward of approximately $
The Company recognized deferred tax liabilities related to the excess of the intangible assets reporting basis over its income tax basis as a result of capitalized development costs. The deferred tax liabilities will reverse as the intangible assets are amortized for financial statement reporting purposes.
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended June 30, 2023 and 2022. The Company does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve (12) months from June 30, 2023.
Value added tax
All of the Company’s service revenues that are earned and received in the PRC are subject to a Chinese VAT at a rate of 6% of the gross proceeds or at a rate approved by the Chinese local government.
Taxes payable consisted of the following:
| Schedule of taxes payable | ||||||||
| As
of June 30, 2022 |
As
of December 31, 2022 | |||||||
| VAT taxes payable | $ | $ | ||||||
| Income taxes payable | ||||||||
| Other taxes payable | ||||||||
| Total taxes payable | $ | $ | ||||||
| Less: taxes payable - discontinued operations | ||||||||
| Taxes payable - continuing operations | $ | $ | ||||||
F-30
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 10 – Concentration of risk
Credit risk
Financial instruments
that potentially subject the Company to significant concentrations of credit risk consist primarily of cash in bank. As of June 30, 2023
and December 31, 2022, $
The Company is also exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
The Company’s functional currency is the RMB, and its financial statements are presented in U.S. dollars. The RMB depreciated by 5.1% from December 31, 2022 to June 30, 2023. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB.
To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
Customer concentration risk
For the six
month ended June 30, 2023, two customers accounted for
As of June 30,
2023, three customers accounted for
Vendor concentration risk
For the six
months ended June 30, 2023, two vendors accounted for
As of June 30,
2023, two vendors accounted for
F-31
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 11 – Equity
Ordinary shares
Infobird Cayman was established under the laws of the Cayman Islands on March 26, 2020.
On April 22, 2021, the Company completed its initial public offering (“IPO”) of 6,250,000 ordinary shares, par value $0.001 per share, and on June 8, 2021, issued 125,000 ordinary shares pursuant to the underwriter’s partial exercise of its over-allotment option in connection with the IPO, at a public offering price of $4.00 per share, which resulted in net proceeds to the Company of approximately $20.8 million after deducting underwriting discounts and commissions and other expenses.
During the year ended December 31, 2021, the Company granted ordinary shares to two consulting firms based on grant date fair value of $ to be amortized over stated services period.
On September 9, 2022, the Company effected the 1-for-5 Share Consolidation of its ordinary shares pursuant to the Company’s second amended and restated memorandum and articles of association. The Company has retroactively restated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the Share Consolidation. Prior to September 9, 2022, the authorized number of ordinary shares was (pre-Share Consolidation) ordinary shares with a par value of $ (pre-Share Consolidation) per ordinary share, and (pre-Share Consolidation) ordinary shares were issued on March 26, 2020.
Upon execution of 1-for-5 Share Consolidation in 2022, the Company recognized additional 4,315 shares of ordinary share due to round up.
On
September 29, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 1”) with a purchaser. Pursuant
to the Agreement 1, the Company agreed to sell to this purchaser
On
October 8, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 2”) with a purchaser. Pursuant
to the Agreement 2, the Company agreed to sell to this purchaser
On
November 9, 2022, the Company has entered into a Securities Purchase Agreement (the “Agreement 3”) with a purchaser. Pursuant
to the Agreement 3, the Company agreed to sell to this purchaser
On December 23, 2022, we issued the convertible notes (the “2022 CB”) in the aggregate principal amount of US$6.25 million pursuant to the convertible note purchase agreement dated November 25, 2022, under which the holder of the 2022 CB (the “2022 CB Holder”) may subscribe at eighty percent of the face value up to US$12.5 million in aggregate principal amount of our two-year convertible notes. On the same date of the 2022 CB issuance, the 2022 CB Holder elected to convert the 2022 CB at the conversion price of US$0.5, representing the floor price of the conversion price, resulting in the issuance of 12.5 million ordinary shares.
On February
28, 2023, the Company issued units (each, a “Unit”) at a per Unit price of $1.30. Each Unit comprises: (1) one ordinary
share, and (2) 0.65 of a warrant to purchase one ordinary share. In a concurrent private placement we also sold unregistered warrant to
purchase ordinary shares. The net proceeds of this offering was $
F-32
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Upon execution of 1-for-5 Share Consolidation in May 2023, the Company recognized additional shares of ordinary share due to round up.
On May 31, 2023, the Company issued shares of ordinary shares for the exercise of the warrants issued on February 28, 2023.
As of June 30, 2023 and December 31, 2022, the Company had authorized ordinary shares, par value $per share, of which and were issued and outstanding, respectively, which were retroactively restated to reflect 1-for-5 share consolidation effective on September 9, 2022 and 1-for-5 share consolidation effective on May 15, 2023.
Warrants
In connection with the IPO, on April
22, 2021, the Company issued warrants to purchase
The Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants of approximately $1.3 million is valued based on the Black-Scholes-Merton model and is recorded as additional paid-in capital from common stock based on the relative fair value of net proceeds received using the following assumptions:
| Schedule of assumptions used | ||||
| Annual dividend yield | ||||
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % |
Following is a summary of the status of warrants outstanding and exercisable as of June 30, 2023:
| Schedule of warrants outstanding | |||||||||
| Warrants | Weighted Average Exercise Price | ||||||||
| Warrants outstanding, as of December 31, 2021 | $ | ||||||||
| Issued | |||||||||
| Exercised | |||||||||
| Expired | |||||||||
| Warrants outstanding, as of December 31, 2022 | |||||||||
| Warrants outstanding, as of June 30, 2023 (unaudited) | $ | ||||||||
| Warrants exercisable, as of June 30, 2023 (unaudited) | $ | ||||||||
F-33
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Share-based compensation
During the year ended December 31, 2021, the Company granted ordinary shares to two consulting firms based on grant date fair value of $ to be amortized over the services period. For the six months ended June 30, 2023 and 2022, share based compensation expense was amounted to nil and $, respectively. As of June 30, 2023, the share-based compensations had been fully amortized by the Company.
Restricted assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Infobird WFOE, Infobird Beijing, Infobird Anhui, Infobird Guiyang and Qishuo (collectively “Infobird PRC entities”) only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited interim condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Infobird PRC entities.
Infobird PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. Infobird PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.
As a result
of the foregoing restrictions, Infobird PRC entities are restricted in their ability to transfer their assets to the Company. Foreign
exchange and other regulation in the PRC may further restrict Infobird PRC entities from transferring funds to the Company in the form
of dividends, loans and advances. As of June 30, 2023 and December 31, 2022, amounts restricted are the paid-in-capital, registered capital
and statutory reserves of Infobird PRC entities, which amounted to approximately $
Statutory reserves
As of June 30,
2023 and December 31, 2022, The Company’s PRC entities collectively attributed $
Note 12 – Lease
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. The leases generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 0.4 years.
The Company
entered into various non-cancellable operating lease agreements for offices and employee dormitories as of June 30, 2023. Upon adoption
of FASB ASU 2016-02, the Company recognized approximately $
F-34
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| Schedule of minimum lease payments under the remaining operating leases | ||||
| June 30, | ||||
| 2024 | ||||
| Total undiscounted lease payments | $ | |||
| Less imputed interest | ( |
) | ||
| Total lease liabilities | $ | |||
| Less: total lease liabilities - discontinued operations | ( |
) | ||
| Total lease liabilities - continuing operations | $ | |||
Rent expense accounted in loss from discontinued operations for the six months ended June 30, 2023 and 2022 was $
Note 13 – Commitments and contingencies
Legal
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited interim condensed consolidated financial statements.
Variable interest entity structure
In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Infobird WFOE and the VIEs are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.
COVID-19
In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of the Company’s business operations and workforce are concentrated in China, the Company’s business, results of operations, and financial condition have been adversely affected for the year ended December 31, 2022. The impact of COVID-19 on the macroeconomic outlook of China may still have adverse financial impacts for the Company for the remaining of 2023 and beyond and cannot be reasonably estimated at this time.
Note 14 – Segment information and revenue analysis
The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to each segment and evaluating their performances. The Company has one reporting segment. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company and hence the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues are derived from the PRC.
F-35
INFOBIRD CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Disaggregated information of revenues by business lines are as follows*:
| Schedule of disaggregated information of revenues | ||||||||
| For
the six months ended June 30, 2023 |
For
the six months ended June 30, 2022 | |||||||
| Standard cloud-based services | $ | $ | ||||||
| Business process outsourcing services | ||||||||
| Business integration services | ||||||||
| Other revenues | ||||||||
| Total revenues | $ | $ | ||||||
| * | |
Note 15 – Subsequent Events
The Company evaluated all events and transactions that occurred after June 30, 2023 up through October 31, 2023, the date the Company issued these unaudited interim condensed consolidated financial statements.
On July 24,
2023, the Company entered into a securities purchase agreement (the “Agreement 1”) with certain accredited investors (the
“Purchasers 1”), pursuant to which the Company agreed to sell to the Purchasers 1 an aggregate of ordinary shares.
The net proceeds from the transactions were $
On August 3,
2023, the Company entered into a securities purchase agreement (the “Agreement 2”) with certain purchasers listed on the signature
pages thereto (the “Purchasers 2”), in connection with the offer and sale (the “Offering”) of an aggregate of
ordinary shares of the Company. The net proceeds from the transactions were $
On August 11,
2023, the Company entered into an equity transfer agreement (the “Agreement 3”) with CRservices Limited (the “Buyer”).
Pursuant to the Agreement 3, the Company agreed to sell all the equity interest in Infobird HK (the “Subsidiary”), the wholly-owned
subsidiary of the Company, to the Buyer for a total price of HK$
On Octorber
4, 2023, the Company issued $
F-36
Exhibit
99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “Management’s Discussion and Analysis”) is designed to provide you with a narrative explanation of the financial condition and results of operations of Infobird Co., Ltd. as of June 30, 2023. Unless otherwise indicated or the context otherwise requires, all references in this discussion and analysis to “Infobird”, the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Infobird Co, Ltd. and its consolidated subsidiaries.
You should read this Management’s Discussion and Analysis in conjunction with our summary of unaudited condensed consolidated interim financial statements information as of and for the six-month period ended June 30, 2023. You should also read this discussion and analysis in conjunction with (i) our audited consolidated financial statements, including the notes thereto, and the section titled “Risk Factors” included in the Company’s Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (SEC) on May 1, 2023.
Our
unaudited condensed consolidated interim financial statements were prepared in accordance with U.S. GAAP. The Company’s functional
currency is the RMB, and its financial statements are presented in U.S. dollars. “RMB” or “Renminbi” refers to
the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the
United States. We have made rounding adjustments to some of the figures included in this discussion. Accordingly, any numerical discrepancies
in any table between totals and sums of the amounts listed are due to rounding. “PRC” or “China” refers to the
People’s Republic of China, excluding, for the purpose of this annual report, Taiwan, Hong Kong and Macau.
Cautionary Note Regarding Forward-Looking Statements
This Management’s Discussion and Analysis contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this Management’s Discussion and Analysis, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in s and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties.
A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the Company’s expectations regarding demand for and market acceptance of its products and services; the Company’s ability to retain and increase the number of its users and customers, expand its SaaS offerings; competition in the SaaS industry; changes in the Company’s revenues, costs or expenditures; and elsewhere generally; and assumptions underlying or related to any of the foregoing.
Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this Management’s Discussion and Analysis is as of the date of furnishing of this Management’s Discussion and Analysis, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.
About Infobird Co., Ltd
Since July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. The Company has moved its key technical staff in the Beijing office to Hong Kong office and has recruited additional local staff in Hong Kong to support its operations in Hong Kong. The Company is working to develop its client base in Hong Kong and other parts of Southeast Asia, and Europe. The Company plans to proactively expand its presence in the global market and cater to the diverse needs of its customers worldwide by establishing additional offices in other key locations in Southeast Asia and Europe. The Company also plans to increase its market share in the finance, real estate and hotel management and other SaaS scenarios with enhanced sales and marketing efforts. For more information, visit the Company’s website at http://english.infobird.com/.
Recent Developments
Sale of Infobird International Limited
On August 11, 2023, the Company entered into an equity transfer agreement (the “Agreement”) with CRservices Limited (“CRservices”), a Mahé Island limited company and a shareholder of the Company, pursuant to which, the Company agreed to sell all the issued shares of Infobird International Limited, a limited company incorporated under the laws of Hong Kong and a wholly owned subsidiary of the Company (“Infobird HK”), for a consideration of HK$10,000 (the transaction, the “Sale”). Infobird HK owns 100% of the equity interests of Infobird Digital Technology (Beijing) Co., Ltd. (“WFOE”), which, in turn, controls Beijing Infobird Software Co., Ltd., the variable interest entity (the “VIE”) and its subsidiaries, through a series of contractual arrangements in the People’s Republic of China (“China”). Infobird HK, through the VIE and its subsidiaries, is engaged in the software-as-a-service, or SaaS business, providing AI-powered, or artificial intelligence enabled, customer engagement solutions in China, held substantially all of the assets of the Company and generated substantially all of the revenues of the Company prior to the Sale. Pursuant to the Agreement, upon execution of the Agreement, the Company will no longer be involved in the business operation of Infobird HK and relinquish all rights and interests in the allocation of Infobird HK’s property and profits. The sale was completed on the same day. Upon completion, the Company ceased to have any business operation in mainland China. As previously announced, in July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. As of the date of this report, the Company has moved its key technical staff in the Beijing office to Hong Kong office and has recruited additional local staff in Hong Kong to support its operations in Hong Kong. The Company is working to develop its client base in Hong Kong and other parts of Southeast Asia, and Europe. The Company plans to proactively expand its presence in the global market and cater to the diverse needs of its customers worldwide by establishing additional offices in other key locations in Southeast Asia and Europe. The Company also plans to increase its market share in the finance, real estate and hotel management and other SaaS scenarios with enhanced sales and marketing efforts.
COVID-19 Update
The outbreak of the novel coronavirus (“COVID-19”) has spread rapidly to many parts of the world since early 2020. The resurgence of the Omicron variant has resulted in quarantines requirement, travel restrictions, and the temporary closure of stores and business facilities in many parts of China in 2022.
To
date, COVID-19 has had certain adverse impacts on our operations and revenue growth. Our customers were negatively impacted by COVID-19,
which reduced their budgets for customer services in 2022 and beyond. China has significantly eased its COVID-19 control measures. In
early December 2022, China substantially reduced the frequency of PCR testing and removed the designation of high-risk areas for lockdown
and various travel restrictions. On January 8, 2023, China downgraded the management of COVID-19 from Class A to Class B; this change
in the classification of the illness means, among other things, that infected cases will no longer be quarantined, their close contacts
will no longer be tracked, large scale PRC testing will no longer be conducted, and disease control measures targeting incoming international
travelers and imported cargo will be lifted. As affected by such policy changes, many of our staff, as well as staff of our customers
and vendors were infected with COVID-19 in December 2022 and January 2023, which negatively affected our business performance during
such periods.
Results of Operations
The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this press release. The operating results in any period are not necessarily of the results that may be expected for any future period.
Revenues
Total revenues were nil both for the six months ended June 30, 2023 and 2022, because during these period, all of revenues were collected in the disposed companies.
Cost of Revenues
Total cost of revenues was nil both for the six months ended June 30, 2023 and 2022, because during these period, all of cost of revenues was collected in the disposed companies.
Gross Profit
Our gross profit was nil both for the six months ended June 30, 2023 and 2022, because during these period, the revenues and cost of revenues were collected in the disposed companies.
Operating Expenses
During the six-month period ended June 30, 2023, we incurred total operating expenses of approximately $0.9million, an increase in approximately $0.4 million, or 102%, as compared to total operating expenses of approximately $0.4 million during the six-month period ended June 30, 2022.
General and administrative expenses increased by approximately $0.4 million, or 102%, to approximately $0.9 million for the six months ended June 30, 2023 from approximately $0.4 million for the six months ended June 30, 2022. The increase was mainly due to the lawyer and other third parties provide more services on the sec fillings and consulting of our sales of Infobird International Limited.
Other income (expense), net
Total other income, net was approximately $0.1 million for the six months ended June 30, 2023, and total other expense, net was approximately $0.4 million for the six months ended June 30, 2022. Other income and expense mainly consists of foreign exchange gains and losses.
(Benefit of) provision for income taxes
We recorded income tax of nil for the six months ended June 30, 2023 and 2022.
Net loss from continuing operations
Our net loss from continuing operations was approximately $0.8 million for the six months ended June 30, 2023, decreased by 0.1 million, or 10%, from net loss from continuing operations of approximately $0.9 million for the six months ended June 30, 2022. Such change was the result of the combination of the changes as discussed above.
Net loss from discontinued operations
In August 2023, we discontinued our all business in Mainland China. As a result, the results of operations for our business in Mainland China are reported as discontinued operations under the guidance of Accounting Standards Codification 205. Our net loss from discontinued operations decreased by $2.8 million, or 41% , to a net loss of approximately $4.1 million for the six months ended June 30, 2023, from a net loss of approximately $6.9 million for the six months ended June 30, 2022. The decrease in loss from discontinued operations was mainly due to the decline in scale of operations from the second half year of 2022.
Net loss
Our net loss decreased by approximately $2.9 million, or 37%, to approximately $4.9 million net loss for the six months ended June 30, 2023, from approximately $7.8 million net loss for the six months ended June 30, 2022. Such change was primarily due to the decrease of staff expense paid in the discontinued operation entities.
Net loss attributable to Infobird Co., Ltd
After deducting non-controlling interests of approximately $0.3 million, net loss attributable to our holding company Infobird Co. Ltd. decreased from approximately $7.8 million net loss for the six months ended June 30, 2022 to approximately $4.6 million net loss for the six months ended June 30, 2023.
Basic and diluted loss per share
Basic and diluted loss per share was $1.03 for the six months ended June 30, 2023, compared to basic and diluted loss per share of $7.61 for the six months ended June 30, 2022.
Cash equivalents and short-term investments
As of June 30, 2023, we had cash and cash equivalents as well as short-term investments in an aggregate amount of approximately $0.0 million, compared to approximately $6.9 million as of December 31, 2022.
Liquidity and Capital Resources
We financed our operations through internally generated cash, short-term loans and payable from related parties and equity financing. As of June 30, 2023 we had approximately $6.8 million from escrow account. Our working capital was approximately $8.6 million at June 30, 2023. We will not require any fund over the next twelve months upon issuance of this unaudited interim condensed consolidated financial statements to operate at its current level, either from operating activities or funding.
If we are unable to realize its assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing its available sources of funds through the following sources:
| ● | other available sources of financing from PRC banks and other financial institutions; |
| ● | financial support from the Company’s related parties and shareholders; and |
| ● | issuance of convertible debt. |
Based on the above considerations, our management is of the opinion that it has sufficient funds to meet our working capital requirements and debt obligations as they become due over the next twelve (12) months.
The following summarizes the key components of our cash flows for the six months ended June 30, 2023:
| For
the six months ended June 30, 2023 |
For
the six months ended June 30, 2022 | |||||||
| Net cash (used in) provided by operating activities from continuing operations | $ | (5,045,416 | ) | $ | 600,274 | |||
| Net cash provided by (used in) operating activities from discontinued operations | 2,588,279 | (4,593,829 | ) | |||||
| Net cash used in investing activities from continuing operations | (2,000,000 | ) | — | |||||
| Net cash provided by investing activities from discontinued operations | 14,874 | — | ||||||
| Net cash provided by financing activities from continuing operations | 6,839,245 | — | ||||||
| Net cash used in financing activities from discontinued operations | (3,007,751 | ) | (732,567 | ) | ||||
| Effect of exchange rate change | 130,863 | (146,501 | ) | |||||
| Net change in cash | $ | (479,906 | ) | $ | (4,872,623 | ) | ||
Operating activities
Net cash used in operating activities from continuing operations was approximately $5.0 million for the six months ended June 30, 2023, which was primarily attributable to (1) net loss from continuing operations of approximately 0.8 million, and (2) approximately $3.7 million increase in due from discontinued operations.
Net cash provided by operating activities from continuing operations was approximately $0.6 million for the six months ended June 30, 2022, which was primarily attributable to net loss from continuing operations of approximately 0.9 million, offset by (a) various non-cash items of approximately $0.4 million, such as gain of investment, and (b) approximately $1.0 million decrease in due from discontinued operations.
Investing activities
Net cash used in investing activities for the six months ended June 30, 2023 was primarily attributable to the cash deposit in escrow account.
We did not have any cash provided by or used in investing activities for the six months ended June 30, 2022.
Financing activities
Net cash provided financing activities from continuing operations was approximately $6.8 million for the six months ended June 30, 2023 and was primarily attributable to (1) the proceeds from issuance of common stocks and convertible bonds in 2023, which were approximately $4.5 million and $2.2 million, respectively.
We did not have any cash provided by or used in financing activities from continuing operations for the six months ended June 30, 2022.
Commitments and Contingencies
Capital expenditures
Our capital expenditures were incurred primarily in connection with payment of property and equipment and software. Our capital expenditures were nil for the six months ended June 30, 2023 and 2022, respectively. We intend to fund our future capital expenditures with our existing cash balance, bank loans and net proceeds from our F3 offering.
Lease commitments
Our commitment for leases under the remaining operating leases as of June 30, 2023 for the next five years is as follows:
| As of June 30, 2023 | ||||
| 2024 | $ | 19,752 | ||
| Total undiscounted lease payments | 19,752 | |||
| Less imputed interest | (377 | ) | ||
| Total lease liabilities | $ | 19,375 | ||
| Less: total lease liabilities - discontinued operations | (19,375 | ) | ||
| Total lease liabilities - continuing operations | $ | — | ||
Contingencies
From time to time, we are party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
Unaudited Interim Consolidated Statements of Income and Comprehensive Income
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | — | $ | — | ||||
| Cost of revenues | — | — | ||||||
| Gross profit | — | — | ||||||
| Selling expenses | — | — | ||||||
| General and administrative expenses | 854,683 | 422,823 | ||||||
| Research and development expenses | — | — | ||||||
| Long-live assets impairment | — | — | ||||||
| Loss from operations | (854,683 | ) | (422,823 | ) | ||||
| Other income (expense), net | 85,389 | (435,658 | ) | |||||
| Loss before income taxes | (769,294 | ) | (858,481 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss from continuing operations | (769,294 | ) | (858,481 | ) | ||||
| Net loss from discontinued operations | (4,101,419 | ) | (6,932,322 | ) | ||||
| Net loss | (4,870,713 | ) | (7,790,803 | ) | ||||
| Less: Net loss attributable to noncontrolling interest from discontinued operations | (287,097 | ) | (40,082 | ) | ||||
| Net loss attributable to Infobird Co., Ltd | $ | (4,583,616 | ) | $ | (7,750,721 | ) | ||
| Net loss | (4,870,713 | ) | (7,790,803 | ) | ||||
| Foreign currency translation adjustment | 434,101 | (152,972 | ) | |||||
| Comprehensive loss | (4,436,612 | ) | (7,943,775 | ) | ||||
| Less: Comprehensive loss attributable to noncontrolling interests from discontinued operations | (277,755 | ) | (46,546 | ) | ||||
| Comprehensive loss attributable to Infobird Co., Ltd | $ | (4,158,857 | ) | $ | (7,897,229 | ) | ||
| Weighted average number of ordinary shares* | ||||||||
| Basic and diluted | 4,430,210 | 1,018,663 | ||||||
| Loss per share | ||||||||
| Basic and diluted - continuing operations | $ | (0.17 | ) | $ | (0.84 | ) | ||
| Basic and diluted - discontinued operations | $ | (0.86 | ) | $ | (6.77 | ) | ||
* Retroactively restated to reflect the
Share Consolidation
Unaudited Interim Consolidated Balance Sheet Data
| As of June 30, | As of December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| Current assets from continuing operations | $ | 31,797,468 | $ | 25,824,449 | ||||
| Current assets from discontinued operations | 1,127,572 | 1,563,009 | ||||||
| Other assets from continuing operations | — | — | ||||||
| Other assets from discontinued operations | 162,582 | 3,260,740 | ||||||
| Total assets | $ | 33,087,622 | $ | 30,648,198 | ||||
| Total liabilities | (26,500,239 | ) | (24,146,516 | ) | ||||
| Total shareholders’ equity | $ | 6,587,383 | $ | 6,501,682 | ||||
Safe Harbor / Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this press release, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; and the Company’s expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.
CONTACT:
Infobird Co., Ltd Investor Relations
changjx@infobird.com
SOURCE:
Infobird Co., Ltd.