UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): April 13, 2021  

ZW Data Action Technologies Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada 001-34647 20-4672080
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

Room 1106, Xinghuo Keji Plaza, No. 2 Fengfu Road, Fengtai District, Beijing, PRC 100070
(Address of Principal Executive Offices) (Zip Code)

+86-10-60846616
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   CNET   Nasdaq Capital Market

 

 
 

Item 2.02. Results of Operations and Financial Condition.

On April 13, 2021, ZW Data Action Technologies Inc., a Nevada corporation (the “Company”), issued a press release containing certain audited financial results for its fiscal year ended December 31, 2020. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.                 Description
99.1   Press Release dated April 13, 2021


SIGNATURE

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 hereunto duly authorized.

  ZW Data Action Technologies Inc.
     
   
Date: April 13, 2021 By:  /s/ Handong Cheng        
    Handong Cheng
    Chief Executive Officer
   


EXHIBIT INDEX

 

Exhibit No.     Description
     
99.1   Press Release dated April 13, 2021

EXHIBIT 99.1

ZW Data Action Technologies Reports Full Year 2020 Financial Results

BEIJING, China, April 13, 2021 (GLOBE NEWSWIRE) -- ZW Data Action Technologies Inc. (Nasdaq: CNET) (the "Company"), an integrated Internet advertising, precision marketing, data analytics and other value-added blockchain services provider serving enterprise clients, today announced its audited financial results for the year ended December 31, 2020.

Full Year 2020 Financial Highlights

    For the Year Ended December 31,
($ millions, except per share data)   2020   2019   % Change
Revenues   $38.41   $58.08   -33.9%
Gross profit   $0.63   $5.50   -88.5%
Gross margin   1.6%   9.5%   -7.8 pp*
Loss from operations   ($5.70)   ($1.69)   237.7%
Operating loss margin   -14.8%   -2.9%   -11.9 pp*
Net loss attributable to CNET   ($5.22)   ($1.26)   313.6%
Loss per share   ($0.24)   ($0.07)   242.9%
*pp: percent points            

“Despite the negative impact on our business brought by the COVID-19 breakout in the first fiscal quarter of 2020 and the subsequent slow recovery of the business environment. We managed to improve the gross margin of our Internet advertising and data service sector significantly from 7% last of the prior year to 21% of FY2020, with the enhancement of data analysis capabilities and optimization of cost control mechanism. We also glad to see our first live streaming platform launched officially in December and many significant progresses on our blockchain related developments. Going forward, we expect to leverage the improved COVID-19 situation in China and continue to explore viable strategic alternatives to strengthen our business,” said Mr. Handong Cheng, Chairman and Chief Executive Officer of ZW Data Action Technologies.

Recent Developments

In December 2020, we announced the official opening of our first live streaming platform in Guangzhou, China, and the completion of our Blockchain Integrated Framework, or BIF, for retail business.

In December 2020, we completed an offering of shares of our common stock together with warrants which resulted in gross proceeds of $7.0 million. In February 2021, we completed an additional offering of shares of common stock and a concurrent private placement of warrants to purchase common stock which results in gross proceeds of $18.7 million.

With further enhancement of technology on both blockchain development and internet traffic and data analytics for the implementation of BOSE, in January and February 2021, we have initiated and executed a series of partnerships and cooperation to execute our business plans on building up BOSE to capture the business opportunity with the opening of our live steaming platform. Our preliminary business plans include: connecting BOSE to Enterprise Wechat and CRM SaaS for consolidating and accumulating behavior data in social media; enhancing online branding and management service and aggregating more efficient ROI and cost-effective advertising and marketing services to our clients; offering services for the supply chain finance with the focus on the target audiences of KOLs and O2O e-commerce merchants, with options and selections of digital assets, and adopting crypto payment gateways with licensed partners; utilizing upgraded decentralized financial technology and building Defi service on BIF platform for intellectual property rights with expansion of the BIF technology on blockchain mining.

Revenues

  For the Year Ended December 31,
  2020   2019   % Change
- Internet advertising and related data service 8,421   14,807   -43.1 %
- Distribution of the right to use search engine marketing service 25,997   41,361   -37.1 %
- Data and technical services 1,200   710   69.0 %
Internet advertising and related services 35,618   56,878   -37.4 %
Ecommerce O2O advertisement and marketing services 1,545   --   NM
Technical solution services 1,245   --   NM
Software sales --   1,202   -100.0 %
Total revenues 38,408   58,080   -33.9 %

For the year ended December 31, 2020, revenues decreased by $19.67 million, or 33.9%, to $38.41 million from $58.08 million for the prior year. The decrease in revenues was primarily attributable to the decrease in revenues from our Internet advertising and distribution of the right to use search engine marketing service business categories, as a result of the COVID-19 outbreak during the first fiscal quarter and the slow recovery in the subsequent fiscal quarters of 2020.

Cost of revenues

  For the Year Ended December 31,
  2020   2019   % Change
- Internet advertising and related data service 6,688   13,802   -51.5 %
- Distribution of the right to use search engine marketing service 27,950   38,775   -27.9 %
- Data and technical services 1,062   5   21140.0 %
Internet advertising and related services 35,700   52,582   -32.1 %
Ecommerce O2O advertisement and marketing services 1,500   --   NM
Technical solution services 576   --   NM
Total cost of revenues 37,776   52,582   -28.2 %

For the year ended December 31, 2020, cost of revenues decreased by $14.81 million, or 28.2%, to $37.78 million from $52.58 million for the prior year, which was primarily due to the decrease in costs associated with the distribution of the right to use search engine marketing service we purchased from key search engines and cost related to providing Internet advertising services on our ad portals, which was in line with the decrease in the related revenues.

Gross profit and gross margin

Gross profit decreased by $4.87 million, or 88.5%, to $0.63 million for the year ended December 31, 2020 from $5.50 million for the prior year, as a result of the gross loss of our distribution of the right to use search engine marketing service and partially offset by and the increase in gross profit generated from our Internet advertising service, Ecommerce O2O advertising and marketing services and technical solution services during the year of 2020.

Overall gross margin was 1.6% for the year ended December 31, 2020, compared to 9.5% for the prior year.

Operating expenses

Sales and marketing expenses decreased by $0.18 million, or 33.1%, to $0.36 million for the year ended December 31, 2020 from $0.54 million for the prior year. The changes in sales and marketing expenses was mainly attributable to the following reasons: (1) staff salary and benefit expenses, performance based bonus and general departmental expenses decreased by approximately US$0.30 million, due to office shutdown during the first fiscal quarter of 2020, resulted from the COVID-19 outbreak, and slow recovery of business performance after the outbreak in the following quarters of 2020; and (2) the increase in share-based compensation expenses of approximately US$0.12 million, related to restricted shares granted and issued to our sales staff in fiscal 2020.

General and administrative expenses decreased by $0.34 million, or 6.0%, to $5.43 million for the year ended December 31, 2020 from $5.78 million for the prior year. The changes in general and administrative expenses was mainly attributable to the following reasons: (1) the increase in share-based compensation expenses of approximately US$1.49 million, due to restricted shares granted and issued in fiscal 2020; (2) the decrease in allowance for doubtful accounts of approximately US$1.50 million; and (3) the decrease in general departmental expenses of approximately US$0.33 million, due to office shutdown during the first fiscal quarter of 2020, and cost reduction plan executed by management after the COVID-19 outbreak.

Research and development expenses decreased by $0.33 million, or 38.0%, to $0.54 million for the year ended December 31, 2020 from $0.87 million for the prior year. Research and development expenses accounted for 1.4% of total revenues for the year ended December 31, 2020, compared to 1.5% for the prior year.

Operating loss

Loss from operations increased by $4.01 million, or 237.7%, to $5.70 million for the year ended December 31, 2020 from $1.69 million for the prior year. Operating loss margin was 14.8% for the year ended December 31, 2020, compared to 2.9% for the prior year.

Other income (expense), net

Total other income was $0.62 for the year ended December 31, 2020, compared to $0.47 million for the prior year, which was primarily related to change in fair value of warrant liabilities.
   
Net loss attributable to CNET and loss per share

As a result of the foregoing, net loss attributable to CNET was $5.22 million, or loss per share of $0.24, for the year ended December 31, 2020. This compared to net loss attributable to CNET of $1.26 million, or loss per share of $0.07, for the prior year.

Financial Condition

As of December 31, 2020, the Company had cash and cash equivalents of $4.30 million, compared to $1.60 million as of December 31, 2019. Accounts receivable, net was $2.41 million as of December 31, 2020, compared to $3.26 million as of December 31, 2019. Working capital was $4.86 million as of December 31, 2020, compared to $4.92 million as of December 31, 2019.

Net cash provided by operating activities was $0.33 million for the year ended December 31, 2020, compared to net cash used in operating activities of $4.31 million for the prior year. Net cash used in investing activities was $3.47 million for the year ended December 31, 2020, compared to $2.16 million for the prior year. Net cash provided by financing activities was $5.82 million for the year ended December 31, 2020, compared to $4.35 million for the prior year.

About ZW Data Action Technologies Inc.

Established in 2003 and headquartered in Beijing, China, ZW Data Action Technologies Inc. (the “Company”) offers Internet advertising, precision marketing, data analytics and other value-added services for enterprise clients. Leveraging its fully integrated services platform, proprietary database, and cutting-edge algorithms, ZW Data Action Technologies delivers customized, result-driven business solutions for small and medium-sized enterprise clients in China. The Company also develops blockchain and artificial intelligence enabled web/mobile applications and software solutions for general public, enterprise clients, and government agencies. More information about the Company can be found at: http://www.zdat.com/.

Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of ZW Data Action Technologies Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ZW Data Action Technologies current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting ZW Data Action Technologies will be those anticipated by ZW Data Action Technologies. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ZW Data Action Technologies undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

For more information, please contact:

Sherry Zheng        
Weitian Group LLC
Email: shunyu.zheng@weitian-ir.com
Phone: +1 718-213-7386

ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)

  As of December 31,      
    2020       2019  
    (US $)       (US $)  
Assets              
Current assets:              
Cash and cash equivalents $ 4,297     $ 1,603  
Accounts receivable, net of allowance for doubtful accounts of $4,247 and $3,148, respectively   2,407       3,260  
Prepayment and deposit to suppliers   4,657       6,980  
Due from related parties, net   61       81  
Other current assets, net   1,462       11  
Total current assets   12,884       11,935  
               
Long-term investments   67       35  
Operating lease right-of-use assets   48       12  
Property and equipment, net   60       78  
Intangible assets, net   2,557       1,899  
Blockchain platform applications development costs   4,406       3,879  
Long-term prepayments   39       -  
Deferred tax assets, net   606       713  
Total Assets $ 20,667     $ 18,551  
               
Liabilities and Equity              
Current liabilities:              
Short-term bank loan $ -     $ 430  
Accounts payable   608       408  
Advances from customers   1,436       2,006  
Accrued payroll and other accruals *   489       491  
Taxes payable   3,430       3,214  
Operating lease liabilities   18       -  
Lease payment liabilities related to short-term leases   203       136  
Other current liabilities   333       221  
Warrant liabilities   1,505       107  
Total current liabilities   8,022       7,013  
               
Long-term liabilities:              
Operating lease liabilities-Non current   32       -  
Long-term borrowing from a director   134       125  
Total Liabilities   8,188       7,138  
               
Commitments and contingencies              
               
Equity:              
ZW Data Action Technologies Inc.’s stockholders’ equity              
Common stock (US$0.001 par value; authorized 50,000,000 shares; issued and outstanding 26,062,915 shares and 19,629,403 shares at December 31, 2020 and 2019, respectively)   26       20  
Additional paid-in capital   49,772       43,111  
Statutory reserves   2,598       2,607  
Accumulated deficit   (40,980)       (35,773)  
Accumulated other comprehensive income   1,129       1,505  
Total ZW Data Action Technologies Inc.’s stockholders’ equity   12,545       11,470  
               
Noncontrolling interests   (66)       (57)  
Total equity   12,479       11,413  
               
Total Liabilities and Equity $ 20,667     $ 18,551  
               

ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except for number of shares and per share data)

    Year Ended December 31,
      2020       2019  
    (US $)   (US $)
         
Revenues        
From unrelated parties   $ 38,390     $ 57,181  
From related parties     18       899  
Total revenues     38,408       58,080  
Cost of revenues     37,776       52,582  
Gross profit     632       5,498  
         
Operating expenses        
Sales and marketing expenses     361       540  
General and administrative expenses     5,433       5,777  
 Research and development expenses     539       869  
Total operating expenses     6,333       7,186  
         
Loss from operations     (5,701 )     (1,688 )
         
Other income/(expenses)        
Change in fair value of warrant liabilities     653       499  
Interest income/(expense), net     1       (35 )
Other (expenses)/income, net     (31 )     3  
Total other income     623       467  
         
Loss before income tax expense and noncontrolling interests     (5,078 )     (1,221 )
Income tax expense     (143 )     (49 )
Net loss     (5,221 )     (1,270 )
Net loss attributable to noncontrolling interests     5       9  
Net loss attributable to ZW Data Action Technologies Inc.   $ (5,216 )   $ (1,261 )
                 


         
Net loss   $ (5,221 )   $ (1,270 )
Foreign currency translation (loss)/gain     (380 )     49  
Comprehensive loss   $ (5,601 )   $ (1,221 )
Comprehensive loss attributable to noncontrolling interests     9       8  
Comprehensive loss attributable to ZW Data Action Technologies Inc.   $ (5,592 )   $ (1,213 )
          
Loss per share        
Loss per common share        
Basic and diluted   $ (0.24 )   $ (0.07 )
         
Weighted average number of common shares outstanding:        
Basic and diluted     21,602,107       17,130,335  
                 

ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

    Year Ended December 31,
      2020       2019  
    (US $)   (US $)
         
Cash flows from operating activities        
Net loss   $ (5,221 )   $ (1,270 )
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities        
Depreciation and amortization     856       170  
Amortization of operating lease right-of-use assets     13       90  
Loss on disposal of fixed assets     11       -  
Share-based compensation expenses     2,152       393  
Provision of allowances for doubtful accounts     833       2,335  
Change in fair value of warrant liabilities     (653 )     (499 )
Deferred taxes     143       (168 )
Changes in operating assets and liabilities        
Accounts receivable     116       699  
Prepayment and deposit to suppliers     2,804       (5,221 )
Due from related parties     24       145  
Other current assets     (6 )     7  
Accounts payable     180       (2,441 )
Advances from customers     (671 )     973  
Accrued payroll and other accruals     (16 )     (27 )
Other current liabilities     (299 )     110  
Taxes payable     14       265  
Prepaid lease payment     (9 )     (10 )
Operating lease liabilities     1       -  
Lease payment liability related to short-term leases     54       138  
Net cash provided by/(used in) operating activities     326       (4,311 )
         
Cash flows from investing activities        
Proceeds from disposal of fixed assets     3       -  
Investment to investee entities     (28 )     (36 )
Short-term loan to unrelated parties     (1,444 )     -  
Payment for blockchain platform applications development costs     (503 )     (160 )
Payment for purchase of software technology and other intangible assets     (1,500 )     (1,962 )
Net cash used in investing activities     (3,472 )     (2,158 )


Cash flows from financing activities        
Proceeds from issuance of common stock and warrants (net of cash offering cost of $750 and $15, respectively)     6,250       4,787  
Proceeds from short-term bank loan     -       435  
Repayment of short-term bank loan     (435 )     (870 )
Net cash provided by financing activities     5,815       4,352  
         
Effect of exchange rate fluctuation on cash and cash equivalents     25       (22 )
         
Net increase/(decrease) in cash and cash equivalents     2,694       (2,139 )
         
Cash and cash equivalents at beginning of the year     1,603       3,742  
Cash and cash equivalents at end of the year   $ 4,297     $ 1,603