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): November 13, 2020  

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

Nevada001-3464720-4672080
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

No. 9 South Min Zhuang Road
Haidian District, Beijing, PRC 100195
(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 November 13, 2020, ZW Data Action Technologies Inc., a Nevada corporation (the “Company”), issued a press release containing certain unaudited financial results for its third fiscal quarter and nine months ended September 30, 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 November 13, 2020.


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: November 13, 2020By: /s/ CHENG HANDONG        
  Cheng Handong
  Chief Executive Officer
  


EXHIBIT INDEX

 

Exhibit No. Description
99.1           Press Release dated November 13, 2020.

EdgarFiling

EXHIBIT 99.1

ZW Data Action Technologies Reports Third Quarter and First Nine Months 2020 Unaudited Financial Results

BEIJING, Nov. 13, 2020 (GLOBE NEWSWIRE) -- ZW Data Action Technologies Inc. (Nasdaq: CNET) (the "Company"), an integrated online advertising, precision marketing, data analytics and other value-added services provider serving enterprise clients, today announced its unaudited financial results for the three and nine months ended September 30, 2020.

Third Quarter of 2020 Financial Highlights

  For the Three Months Ended September 30,
($ millions, except per share data) 2020
 2019
 % Change
Revenues $12.30
 $15.51
 -20.7%
Gross profit (loss) ($0.64) $0.89
 -171.9%
Gross margin -5.2%
 5.8%
 -11pp*
Loss from operations ($1.40) ($0.28) -410.5%
Operating loss margin -11.4%
 -1.8%
 -9.6pp
Net loss attributable to CNET ($1.33) ($0.39) -243.6%
Loss per share ($0.06) ($0.02) -200.0%
*pp: percent points      

“Despite continued decrease on a year-over-year basis, our third quarter revenues increased 18% sequentially and almost tripled from the trough level in the first quarter, highlighting the continuing post-pandemic recovery trend. Looking ahead, with restoring growth and profitability remaining a challenge for us in the near-term, we are actively pursuing new initiatives, opportunities, and strategic alternatives to right the ship,” said Mr. Handong Cheng, Chairman and Chief Executive Officer of ZW Data Action Technologies.

Third Quarter 2020 Financial Results

Revenues

  For the Three Months Ended September 30,
  2020 2019 % Change
- Internet advertising and related data service 2,429 3,949 -38.5%
- Distribution of the right to use search engine marketing service 8,706 11,554 -24.6%
- Data and technical services 300 5 NM
Internet advertising and related services 11,435 15,508 -26.3%
Ecommerce O2O advertisement and marketing services 269 0 NM
Technical solution services 600 0 NM
Total revenues 12,304 15,508 -20.7%
       

For the third quarter of 2020, revenues decreased by $3.20 million, or 20.7%, to $12.30 million from $15.51 million for the same period of last year. The decrease in revenues was primarily attributable to the decrease in revenues from the Internet advertising and distribution of the right to use search engine marketing service business categories, as a result of slow business recovery after the COVID-19 outbreak during the first quarter of 2020.

Cost of revenues

  For the Three Months Ended September 30,
  2020 2019 % Change
- Internet advertising and related data service 1,998 3,669 -45.5%
- Distribution of the right to use search engine marketing service 9,731 10,947 -11.1%
- Data and technical services 265 0 NM
Internet advertising and related services 11,994 14,616 -17.9%
Ecommerce O2O advertisement and marketing services 375 0 NM
Technical solution services 576 0 NM
Total cost of revenues 12,945 14,616 -11.4%

Total cost of revenues decreased by $1.67 million, or 11.4%, to $12.95 million for the third quarter of 2020 from $14.62 million for the same period of last year. The decrease in cost of revenues was primary attributable 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 as discussed above.

Gross profit (loss) and gross profit (loss) margin

Gross loss was $0.64 million for the third quarter of 2020, compared to gross profit of $0.89 million for the same period of last year, which was primarily due to gross loss incurred from our main revenue stream, the distribution of the right to use search engine marketing service business category, as a result of the slow recovery of economy after the COVID-19 outbreak during the first quarter of 2020, which was partially offset by the increase in gross profit generated from Internet advertising business. Gross loss margin was 5.2% for third quarter of 2020, compared to gross profit margin of 5.8% for the same period of last year.

Operating expenses

Sales and marketing expenses decreased by $0.05 million, or 47.7%, to $0.06 million for the third quarter of 2020 from $0.11 million for the same period of last year. The decrease in sales and marketing expenses was mainly attributable to the decrease in performance based salary and bonus expenses, due to the decrease in revenues.

General and administrative expenses decreased by $0.23 million, or 27.5%, to $0.59 million for the third quarter of 2020 from $0.82 million for the same period of last year. The decrease in general and administrative expenses was mainly attributable to the decrease in general departmental expenses, as a result of cost reduction plan executed by management after the COVID-19 outbreak.

Research and development expenses decreased by $0.13 million, or 52.7%, to $0.11 million for the third quarter of 2020 from $0.24 million for the same period of last year. Research and development expenses accounted for 0.9% of total revenues for the third quarter of 2020, compared to 1.5% for the same period of last year.

Operating loss

Loss from operations was $1.40 million for the third quarter of 2020, compared to $0.28 million for the same period of last year. Operating loss margin was 11.4% for the third quarter of 2020, compared to 1.8% for the same period of last year.

Other income (expense), net

Total other expenses decreased to $0.08 million for the third quarter of 2020, compared to $0.13 million for the same period of last year, which was primarily related to change in fair value of warrant liabilities.
   
Net loss attributable to CNET and loss per share

Net loss attributable to CNET was $1.33 million, or loss per share of $0.06, for the third quarter of 2020. This compared to net loss attributable to CNET of $0.39 million, or loss per share of $0.02, for the same period of last year.

First Nine Months 2020 Financial Results

  For the Nine Months Ended September 30,
($ millions, except per share data) 2020 2019
 % Change
Revenues $27.10 $39.53 -31.4%
Gross profit $0.56 $1.70 -67.3%
Gross margin 2.1% 4.3% -2.2 pp*
Loss from operations ($4.70) ($2.24) -110.3%
Operating loss margin -17.3% -5.7% -11.7 pp
Net loss attributable to CNET ($4.61) ($1.91) -142.0%
Loss per share ($0.22) ($0.12) -83.3%
*pp: percent points      

Revenues

  For the Nine Months Ended September 30,
  2020 2019 % Change
- Internet advertising and related data service 5,679 9,384 -39.5%
- Distribution of the right to use search engine marketing service 18,004 30,134 -40.3%
- Data and technical services 900 10 NM 
Internet advertising and related services 24,583 39,528 -37.8%
Ecommerce O2O advertisement and marketing services 1,276 0 NM 
Technical solution services 1,245 0 NM 
Total revenues 27,104 39,528 -31.4%
        

For the first nine months of 2020, revenues decreased by $12.42 million, or 31.4%, to $27.10 million from $39.53 million for the same period of last 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 second and third quarters of 2020.

Cost of revenues

  For the Nine Months Ended September 30,
  2020 2019 % Change
- Internet advertising and related data service 4,904 8,887 -44.8%
- Distribution of the right to use search engine marketing service 19,147 28,936 -33.8%
- Data and technical services 796 5 NM 
Internet advertising and related services 24,847 37,828 -34.3%
Ecommerce O2O advertisement and marketing services 1,125 0 NM 
Technical solution services 576 0 NM 
Total cost of revenues 26,548 37,828 -29.8%

For the first nine months of 2020, cost of revenues decreased by $11.28 million, or 29.8%, to $26.55 million from $37.83 million for the same period of last 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 $1.14 million, or 67.3%, to $0.56 million for the first nine months of 2020 from $1.70 million for the same period of last 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 first nine months of 2020.

Overall gross margin was 2.1% for first nine months of 2020, compared to 4.3% for the same period of last year.

Operating expenses

Sales and marketing expenses decreased by $0.17 million, or 36.4%, to $0.29 million for the first nine months of 2020 from $0.46 million for the same period of last year. The changes in sales and marketing expenses was mainly attributable to the following reasons: (1) staff salary and benefit expenses and general departmental expenses decreased by $0.29 million, due to office shutdown during the first fiscal quarter of 2020, resulted from the COVID-19 outbreak during the period and related epidemic control measures imposed by the local governments where we operate, and slow recovery of business performance after the outbreak in the following quarters; and (2) the increase in share-based compensation expenses of $0.12 million, related to restricted shares granted and issued to our sales staff during the first fiscal quarter of 2020.

General and administrative expenses increased by $1.65 million, or 57.2%, to $4.52 million for the first nine months of 2020 from $2.88 million for the same period of last year. The increases in general and administrative expenses was mainly attributable to the following reasons: (1) the increase in share-based compensation expenses of $1.49 million, due to restricted shares granted and issued in the first fiscal quarter of 2020; and (2) the increase in allowance for doubtful accounts of $0.31 million.

Research and development expenses decreased by $0.16 million, or 26.0%, to $0.44 million for the first nine months of 2020 from $0.60 million for the same period of last year. Research and development expenses accounted for 1.6% of total revenues for the first nine months of 2020, compared to 1.5% for the same period of last year.

Operating loss

Loss from operations increased by $2.47 million, or 110.3%, to $4.70 million for the first nine months of 2020 from $2.24 million for the same period of last year. Operating loss margin was 17.3% for the first nine months of 2020, compared to 5.7% for the same period of last year.

Other income (expense), net

Total other income was $nil for the first nine months of 2020, compared to $0.31 million for the same period of last 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 $4.61 million, or loss per share of $0.22, for the first nine months of 2020. This compared to net loss attributable to CNET of $1.91 million, or loss per share of $0.12, for the same period of last year.

Financial Condition

As of September 30, 2020, the Company had cash and cash equivalents of $0.50 million, compared to $1.60 million as of December 31, 2019. Accounts receivable, net was $2.28 million as of September 30, 2020, compared to $3.26 million as of December 31, 2019. Working capital was $2.35 million as of September 30, 2020, compared to $4.92 million as of December 31, 2019.

Net cash provided by operating activities was $0.60 million for the first nine months of 2020, compared to net cash used in operating activities of $4.06 million for the same period of last year. Net cash used in investing activities was $1.27 million for the first nine months of 2020, compared to $0.80 million for the same period of last year. Net cash used in financing activities was $0.43 million for the first nine months of 2020, compared to net cash provided by financing activities of $1.96 million for the same period of last year.

Recent Developments

Effective October 14, 2020, the Company changed its corporate name change from “ChinaNet Online Holdings, Inc.” to “ZW Data Action Technologies Inc.”

On August 7, 2020, the Company appointed Mr. Charles Chiu to the position of the Company’s Chief Operating Officer and Mr. Mark Li, the current Chief Financial Officer of the Company, to serve as Secretary of the Company. On the same date, Mr. George Chu resigned from the roles of Chief Operating Officer and Secretary of the Company due to personal reasons. Mr. Chu continued to serve as a director of the Board of Directors of the Company.

About ZW Data Action Technologies Inc.

Established in 2003 and headquartered in Beijing, China, ZW Data Action Technologies Inc. (the “Company”) offers online 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)
 
  September 30,
2020
 December 31,
201
9
  (US $) (US $)
  (Unaudited)  
Assets    
Current assets:    
Cash and cash equivalents $500 $1,603
Accounts receivable, net of allowance for doubtful accounts of $3,996 and      
 $3,148, respectively  2,282  3,260
Prepayment and deposit to suppliers  6,301  6,980
Due from related parties, net  58  81
Other current assets, net  961  11
Total current assets  10,102  11,935
       
Long-term investments  64  35
Operating lease right-of-use assets  4  12
Property and equipment, net  74  78
Intangible assets, net  1,288  1,899
Blockchain platform applications development costs  4,189  3,879
Long-term prepayments  474  -
Deferred tax assets, net  815  713
Total Assets $ 17,010 $ 18,551
     
Liabilities and Equity    
Current liabilities:    
Short-term bank loan $- $430
Accounts payable  552  408
Advance from customers  2,822  2,006
Accrued payroll and other accruals  442  491
Taxes payable  3,290  3,214
Lease payment liability related to short-term leases  222  136
Other current liabilities  325  221
Warrant liabilities  103  107
Total current liabilities  7,756  7,013


Long-term liabilities:    
Long-term borrowing from a director  129   125 
Total Liabilities  7,885   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 21,741,926 shares and 19,629,403 shares at September 30, 2020
 and December 31, 2019, respectively)
  22   20 
Additional paid-in capital  45,569   43,111 
Statutory reserves  2,607   2,607 
Accumulated deficit  (40,384)  (35,773)
Accumulated other comprehensive income  1,371   1,505 
Total ZW Data Action Technologies Inc.’s stockholders’ equity  9,185   11,470 
     
Noncontrolling interests  (60)  (57)
Total equity  9,125   11,413 
     
Total Liabilities and Equity $ 17,010  $ 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)
     
  Nine Months Ended September 30, Three Months Ended September 30,
   2020   2019   2020   2019 
  (US $) (US $) (US $) (US $)
  (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues                
From unrelated parties $27,086  $39,025  $12,300  $15,113 
From a related party  18   503   4   395 
Total revenues  27,104   39,528   12,304   15,508 
Cost of revenues  26,548   37,828   12,945   14,616 
Gross profit/(loss)  556   1,700   (641)  892 
                 
Operating expenses                
Sales and marketing expenses  293   461   58   111 
General and administrative expenses  4,520   2,875   592   817 
Research and development expenses  443   599   113   239 
Total operating expenses  5,256   3,935   763   1,167 
                 
Loss from operations  (4,700)  (2,235)  (1,404)  (275)
                 
Other income (expenses)                
Interest expense, net  -   (33)  1   (10)
Other expenses  (4)  (6)  (21)  (2)
Change in fair value of warrant liabilities  4   351   (64)  (120)
Total other income  -   312   (84)  (132)
                 
Loss before income tax benefit and noncontrolling interests  (4,700)  (1,923)  (1,488)  (407)
Income tax benefit  87   10   155   16 
Net loss  (4,613)  (1,913)  (1,333)  (391)
Net loss attributable to noncontrolling interests  2   8   -   3 
Net loss attributable to ZW Data Action Technologies Inc. $(4,611) $(1,905) $(1,333) $(388)


Net loss $(4,613) $(1,913) $(1,333) $(391)
Foreign currency translation (loss)/gain  (135)  97   (203)  73 
Comprehensive loss $ (4,748) $ (1,816) $ (1,536) $ (318)
Comprehensive loss attributable to noncontrolling interests  3   6   2   1 
Comprehensive loss attributable to ZW Data Action Technologies Inc. $(4,745) $(1,810) $(1,534) $(317)
          
Loss per share        
Loss per common share        
Basic and diluted $(0.22) $(0.12) $(0.06) $(0.02)
         
Weighted average number of common shares outstanding:        
Basic and diluted  21,271,301   16,447,233   21,720,259   16,517,440 
                 


ZW DATA ACTION TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
  Nine Months Ended September 30,
  2020
  2019
  (US $)
  (US $)
  (Unaudited)
  (Unaudited)
Cash flows from operating activities         
Net loss $(4,613)  $(1,913)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities         
Depreciation and amortization  622    66 
Amortization of operating lease right-of-use assets  7 -  88 
Share-based compensation expenses  2,066    307 
Provision for allowances for doubtful accounts  751    445 
Deferred taxes  (87)   (10)
Change in fair value of warrant liabilities  (4)   (351)
Changes in operating assets and liabilities         
Accounts receivable  254    (289)
Prepayment and deposit to suppliers  1,077    (5,191)
Due from related parties  24    226 
Other current assets  (5)   11 
Long-term prepayments  (375)   - 
Accounts payable  137    (1,946)
Advance from customers  754    4,151 
Advance from a customer, related  -    9 
Accrued payroll and other accruals  (55)   (242)
Lease payment liability related to short-term leases  81    180 
Other current liabilities  (38)   291 
Taxes payable  8    123 
Prepaid lease payment  (9)   (10)
Net cash provided by/(used in) operating activities  595    (4,055)
          
Cash flows from investing activities         
Investment to investee entities  (27)   (36)
Short-term loan to an unrelated party  (944)   - 
Payment for blockchain platform applications development costs  (302)   - 
Prepayment for software system development  -    (760)
Net cash used in investing activities  (1,273)   (796)
          
Cash flows from financing activities         
Proceeds from issuance of common stock (net of cash offering cost of US$8)  -    2,393 
Proceeds from short-term bank loan  -    438 
Repayment of short-term bank loan  (429)   (875)
Net cash (used in)/provided by financing activities  (429)   1,956 
          
Effect of exchange rate fluctuation  4    (10)
          
Net decrease in cash and cash equivalents  (1,103)   (2,905)
          
Cash and cash equivalents at beginning of the period  1,603    3,742 
Cash and cash equivalents at end of the period $500   $ 837 
          
Supplemental disclosure of cash flow information         
          
Income taxes paid $-   $- 
Interest expense paid $2   $36