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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):  May 17, 2022

_______________________________

ZW DATA ACTION TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada 001-34647 20-4672080
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

Room 1106, Xinghuo Keji Plaza, No. 2 Fufeng Road, Fengtai District

Beijing, CN 100070

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area 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))

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

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On May 17, 2022, ZW Data Action Technologies Inc., a Nevada corporation (the “Company”), issued a press release containing certain unaudited financial results for its first fiscal quarter of 2022. 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 May 17, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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: May 17, 2022 By:  /s/ Cheng Handong        
    Cheng Handong
    Chief Executive Officer
   

 

EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFiling

EXHIBIT 99.1

ZW Data Action Technologies Reports First Quarter 2022 Unaudited Financial Results

BEIJING, May 17, 2022 (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 months ended March 31, 2022.

Financial Highlights

  • Gross profit of $0.13 million for the first quarter of 2022, compared to a gross loss of $0.72 million for the same period last year;

  • Gross profit margin improved to 1.8% for the first quarter of 2022, compared to -8.5% for the same period last year;

  • Working capital of $10.92 million as of March 31, 2022, compared to $11.10 million as of December 31, 2021.

First Quarter 2022 Financial Results

Revenues

For the first quarter of 2022, revenues decreased by $0.74 million, or 8.9%, to $7.65 million from $8.40 million for the same period last year. The decrease in revenues was primarily attributable to the decrease in revenues from our Internet advertising and related services business segment, as a result of the regional COVID-19 rebound in many provinces in China during the first quarter of fiscal 2022, which affected business of most of our small medium enterprises (“SMEs”) clients.

Cost of revenues

Total cost of revenues decreased by $1.60 million, or 17.5%, to $7.52 million for the first quarter of 2022 from $9.11 million for the same period last year. The decrease in cost of revenues was primary attributable to the decrease in costs associated with distribution of the right to use search engine marketing service we purchased from key search engines and cost related to providing Internet advertising services at our ad portals, which was in line with the decrease in the related revenues.

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

Gross profit was $0.13 million for the first quarter of 2022, compared to a gross loss of $0.72 million for the same period last year, which was primarily attributable to the increase of gross margin rate of our main stream of service revenues, i.e. the distribution of the right to use search engine marketing services. Overall gross profit margin rate was 1.8% for the first quarter of 2022, compared to a gross loss margin of 8.5% for the same period last year.

Operating expenses

Sales and marketing expenses increased by $0.04 million, or 146.4%, to $0.07 million for the first quarter of 2022 from $0.03 million for the same period last year. The increase in sales and marketing expenses was mainly attributable to the increase in staff salaries, staff benefits and other general office expenses of our sales department in Guangzhou, as a result of the business development of our Guangzhou office since the fourth fiscal quarter of 2021.

General and administrative expenses increased by $0.55 million, or 55.4%, to $1.55 million for the first quarter of 2022 from $1.00 million for the same period last year. The increase in general and administrative expenses was mainly attributable to an increase in amortization of administrative assets.

Research and development expenses were $0.07 million for both the first quarter of 2022 and the same period last year. Research and development expenses remained stable between the periods.

Operating loss

Loss from operations was $1.55 million for the first quarter of 2022, compared to $1.82 million for the same period last year. Operating loss margin was 20.3% for the first quarter of 2022, compared to 21.6% for the same period last year.

Other income, net

Total other income decreased to $0.83 million for the first quarter of 2022 from $2.48 million for the same period last year. The decrease was primarily attributable to the decrease in gain from change in fair value of warrant liabilities.
   
Net income (loss) attributable to CNET and earnings (loss) per share

Net loss attributable to CNET was $0.72 million, or loss per share of $0.02, for the first quarter of 2022. This was compared to a net income attributable to CNET of $0.69 million, or earnings per share of $0.02, for the same period last year.

Financial Condition

As of March 31, 2022, the Company had cash and cash equivalents of $4.82 million, compared to $7.17 million as of December 31, 2021. Accounts receivable, net was $3.61 million as of March 31, 2022, compared to $3.44 million as of December 31, 2021. Working capital was $10.92 million as of March 31, 2022, compared to $11.10 million as of December 31, 2021.

Net cash used in operating activities was $0.89 million for the first quarter of 2022, compared to $3.71 million for the same period last year. Net cash used in investing activities was $1.46 million for the first quarter of 2022, compared to $1.87 million for the same period last year.

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, the Company 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 clients. 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 Inc.’s 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 Inc. will be those anticipated by ZW Data Action Technologies Inc. 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 Inc. 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.
CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)

      March 31,
2022
  December 31, 2021
      (US $)   (US $)
      (Unaudited)    
Assets          
Current assets:          
Cash and cash equivalents *     $ 4,824   $ 7,173
Accounts receivable, net of allowance for doubtful accounts of $2,245 and $2,236, respectively *       3,611     3,439
Prepayment and deposit to suppliers *       6,613     7,559
Due from related parties *       78     90
Other current assets *       3,173     1,657
Total current assets       18,299     19,918
           
Long-term investments *       2,285     2,280
Operating lease right-of-use assets *       1,968     2,019
Property and equipment, net *       351     375
Intangible assets, net       6,989     7,523
Long-term deposits and prepayments       76     75
Deferred tax assets, net *       445     441
Total Assets     $ 30,413   $ 32,631
           
Liabilities and Equity          
Current liabilities:          
Accounts payable *     $ 751   $ 1,119
Advances from customers *       1,047     1,245
Accrued payroll and other accruals *       323     389
Taxes payable *       3,555     3,534
Operating lease liabilities *       210     202
Lease payment liabilities related to short-term leases *       111     152
Other current liabilities *       138     141
Warrant liabilities       1,244     2,039
Total current liabilities       7,379     8,821


Long-term liabilities:          
Operating lease liabilities-Non current       1,853       1,907  
Long-term borrowing from a related party       138       137  
Total Liabilities       9,370       10,865  
           
Commitments and contingencies          
           
Equity:          
ZW Data Action Technologies Inc.’s stockholders’ equity          
Common stock (US$0.001 par value; authorized 100,000,000 shares; issued and outstanding 35,427,677 shares and 35,332,677 shares at March 31, 2022 and December 31, 2021, respectively)       35       35  
Additional paid-in capital       61,801       61,785  
Statutory reserves       2,598       2,598  
Accumulated deficit       (44,451 )     (43,734 )
Accumulated other comprehensive income       1,060       1,082  
Total ZW Data Action Technologies Inc.’s stockholders’ equity       21,043       21,766  
           
Total equity       21,043       21,766  
           
Total Liabilities and Equity     $ 30,413     $ 32,631  

*All of the VIEs' assets can be used to settle obligations of their primary beneficiary. Liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets.


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

         
    Three Months Ended March 31,
  2022   2021
    (US $)   (US $)
    (Unaudited)   (Unaudited)
         
Revenues        
From unrelated parties   $ 7,652     $ 8,396  
From related parities     -       -  
Total revenues     7,652       8,396  
Cost of revenues     7,518       9,113  
Gross profit/(loss)     134       (717 )
         
Operating expenses        
Sales and marketing expenses     69       28  
General and administrative expenses     1,548       996  
Research and development expenses     68       74  
Total operating expenses     1,685       1,098  
         
Loss from operations     (1,551 )     (1,815 )
         
Other income/(expenses)        
Interest income     46       1  
Other expenses, net     (9 )     (24 )
Change in fair value of warrant liabilities     795       2,507  
Total other income     832       2,484  
         
(Loss)/income before income tax benefit and noncontrolling interests     (719 )     669  
Income tax benefit     2       18  
Net (loss)/income     (717 )     687  
Net income attributable to noncontrolling interests     -       (2 )
Net (loss)/income attributable to ZW Data Action Technologies Inc.   $ (717 )   $ 685  


   
         
Net (loss)/income   $ (717 )   $ 687  
Foreign currency translation loss     (22 )     (19 )
Comprehensive (loss)/income     (739 )     668  
Comprehensive income attributable to noncontrolling interests     -       (2 )
Comprehensive (loss)/income attributable to ZW Data Action Technologies Inc.   $                (739 )   $                  666  
         
(Loss)/earnings per share        
(Loss)/earnings per common share        
         
Basic and diluted   $               (0.02 )   $                0.02  
         
Weighted average number of common shares outstanding:        
         
Basic and diluted     35,354,954       28,505,181  


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

   
   
  Three Months Ended March 31,
  2022   2021
  (US $)   (US $)
  (Unaudited)   (Unaudited)
Cash flows from operating activities      
Net (loss)/income $ (717 )   $ 687  
Adjustments to reconcile net (loss)/income to net cash used in operating activities      
Depreciation and amortization   554       112  
Amortization of operating lease right-of-use assets   60       36  
Share-based compensation expenses   56       100  
Deferred taxes   (2 )     (18 )
Change in fair value of warrant liabilities   (795 )     (2,507 )
Other non-operating income   (45 )     -  
Changes in operating assets and liabilities      
Accounts receivable   (159 )     700  
Prepayment and deposit to suppliers   914       (2,630 )
Other current assets   13       7  
Long-term deposits and prepayments   -       (794 )
Accounts payable   (373 )     628  
Advances from customers   (203 )     169  
Accrued payroll and other accruals   (66 )     (188 )
Other current liabilities   (36 )     25  
Taxes payable   7       (18 )
Lease payment liability related to short-term leases   (42 )     (1 )
Operating lease liabilities   (56 )     (14 )
Net cash used in operating activities   (890 )     (3,706 )
       
Cash flows from investing activities      
Cash effect of deconsolidation of VIEs’ subsidiaries   -       (8 )
Investments and advances to ownership investee entities   -       (385 )
Repayment from ownership investee entities   13       -  
Short-term loan to unrelated parties   (2,500 )     (312 )
Repayment of short-term loan from unrelated parties   1,029       -  
Payment for purchase of software technologies   -       (1,160 )
Net cash used in investing activities   (1,458 )     (1,865 )


Cash flows from financing activities      
Proceeds from issuance of common stock and warrant (net of cash offering cost of US$1,600)   -       17,111  
Net cash provided by financing activities   -       17,111  
       
Effect of exchange rate fluctuation on cash and cash equivalents   (1 )     (52 )
       
Net (decrease)/increase in cash and cash equivalents   (2,349 )     11,488  
       
Cash and cash equivalents at beginning of the period   7,173       4,297  
Cash and cash equivalents at end of the period $ 4,824     $ 15,785