エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission File No. 001-33176
Baijiayun Group Ltd
(Exact name of registrant as specified in its charter)
24F, A1 South Building, No. 32 Fengzhan Road
Yuhuatai District, Nanjing
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Baijiayun Group Ltd Reports Unaudited Financial Results for First Half of Fiscal Year 2024
This current report on Form 6-K is furnished in connection with the report of the unaudited financial results of Baijiayun Group Ltd (“Baijiayun” or the “Company”) (Nasdaq: RTC), a one-stop AI video solution provider, for the six months ended December 31, 2023 (“1HFY24”).
Mr Yi Ma, Chairman and CEO of Baijiayun Group, said, “Thanks to the company’s comprehensive efforts in product innovation, market expansion, brand management, and teamwork, the company’s business has achieved high-quality development during this reporting period.”
“During this reporting period, we launched the vertical industry large model “MarketingEase” specifically designed for market promotion and public opinion monitoring, successfully helping small and medium-sized enterprises reduce costs and increase efficiency in marketing, promotion, and public relations. We also released the state-of-the-art large language model (“LLM”) product “Questwave”, building scenario-based AIGC applications for many enterprises.”
“While maintaining innovation capabilities and promoting product differentiation, we also keep deepening our global layout and attach great importance to expanding more international collaborations with a global strategic perspective. During this reporting period, we gained a deep understanding of overseas market demands. Not only have we been visited by the Myanmar Ministry of Science and Technology, we have also represented Chinese enterprises in in-depth communication with the Ministry of Education of Thailand on aspects such as smart campus construction experience and industry-university cooperation on research. These international cooperation and footprints will help us further improve brand awareness and market share, while also laying the foundation for the future sustainable growth.”
First Half of Fiscal Year 2024 Financial Results
Revenues
Total revenues were $30.5 million in 1HFY24, representing a decrease of 25% from $40.9 million in the six months ended June 30, 2022 (“1HFY23”), primarily due to a 74% decrease in the revenues contributed by customized platform development service from $9.5 million in 1HFY23 to $2.5 million in 1HFY24, as a result of decreasing customer demands.
Cost of Revenues
Cost of revenues was $23.7 million in 1HFY24, representing a 30% decrease compared to $33.7 million in 1HFY23, primarily in line with the decrease in revenues.
Gross Profit and Gross Margin
Gross profit was $6.8 million in 1HFY24, decreased by 5% from $7.2 million in 1HFY23. Gross profit margin was 22.4% in 1HFY24, compared to 17.7% in 1HFY23, as a result of the Company’s efforts on cost-efficiency improvement.
Operating Expenses
Total operating expenses were $26.9 million in 1HFY24, representing a significant increase from $6.8 million in 1HFY23.
Selling and marketing (“S&M”) expenses increased by 10% from $2.8 million in 1HFY23 to $3.1 million in 1HFY24, mainly due to an increase in share-based compensation expense.
General and administrative (“G&A”) expenses increased significantly from $1.2 million in 1HFY23 to $18.6 million in 1HFY24, mainly due to an increase in share-based compensation expense.
Research and development (R&D) expenses increased by 88% from $2.8 million in 1HFY23 to $5.2 million in 1HFY23, mainly due to an increase in share-based compensation expense.
Operating Income (Loss)
Operating loss was $20.1 million in 1HFY24, compared to operating income of $3.2 million in 1HFY23.
Net Income (Loss)
Net loss was $19.2 million in 1HFY24, compared to net income of $3.6 million1 in 1HFY23.
Non-GAAP net loss2 was $4.3 million in 1HFY24, compared to Non-GAAP net income of $1.8 million3 in 1HFY23.
Use of Non-GAAP Financial Measures of Baijiayun Group Ltd
Baijiayun has provided in this current report financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), including non-GAAP net income (loss) and non-GAAP adjusted EBITDA. Baijiayun uses these non-GAAP financial measures internally in analyzing its financial results and for financial and operational decision-making purposes. Baijiayun believes that such non-GAAP financial measures provide useful information to investors and others about its operating results, enhance the overall understanding of its past performance and future prospects, and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.
Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the consolidated financial statements of Baijiayun prepared in accordance with GAAP. Non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the data of Baijiayun. A reconciliation of the historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the table captioned “Reconciliation of GAAP to Non-GAAP Measures” included at the end of this current report, and investors are encouraged to review the reconciliation.
Definitions of the non-GAAP financial measures of Baijiayun included in this current report are presented below.
Non-GAAP Net Income (Loss)
Baijiayun defines non-GAAP net income (loss) as net income (loss) adjusted to exclude share-based compensation expenses, reverse acquisition-related expenses and exclude bargain purchase gain.
Non-GAAP EBITDA
Baijiayun defines non-GAAP EBITDA as net income (loss) before interest expense (income), income tax expenses (benefits), depreciation and amortization expenses, and adjusted to exclude the effects of share-based compensation expenses, acquisition-related expenses and bargain purchase gain.
| 1 | The net income of 1HFY23 was revised so as to keep consistent with the Company’s annual report for the year ended June 30, 2023. |
| 2 | Non-GAAP net income (loss) is a non-GAAP financial measure. See section entitled “Use of Non-GAAP Financial Measures” for information on how Baijiayun Group Ltd defines and calculates its non-GAAP financial measures. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP measures is set forth at the end of this current report. |
| 3 | The Non-GAAP net income of 1HFY23 was revised based on the revised net income of 1HFY23. |
Safe Harbor Statement
This current report contains certain “forward-looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the parties’ perspectives and expectations, are forward-looking statements. The words “will,” “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements.
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties, and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. The forward-looking information provided herein represents the Company’s estimates as of the date of this current report, and subsequent events and developments may cause the Company’s estimates to change.
The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this current report.
A further list and description of risks and uncertainties can be found in the documents that the Company has filed or furnished or may file or furnish with the U.S. Securities and Exchange Commission, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
About Baijiayun Group Ltd
Baijiayun is a one-stop AI video solution provider with core expertise in SaaS/PaaS solutions. Baijiayun is committed to delivering reliable, high-quality video experiences across devices .and localities and has grown rapidly since its inception in 2017. Premised on its industry-leading video-centric technologies, Baijiayun offers a wealth of video-centric technology solutions, including Video SaaS/PaaS, Video Cloud and Software, and Video AI and System Solutions. Baijiayun caters to the evolving communications and collaboration needs of enterprises of all sizes and industries. For more information, please visit ir.baijiayun.com.
For investor and media enquiries, please contact:
Ms. Fangfei Liu
Chief Financial Officer, Baijiayun Group Ltd
Phone: +86 25 8222 1596
Email: ir@baijiayun.com
BAIJIAYUN GROUP LTD
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US dollars)
| December 31, 2023 |
June 30, 2023 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 37,869,425 | $ | 11,234,585 | ||||
| Restricted cash | — | 1,622,591 | ||||||
| Short-term investments | — | 5,377,705 | ||||||
| Notes receivable | 821,132 | 284,432 | ||||||
| Accounts receivable, net | 32,112,145 | 36,028,573 | ||||||
| Accounts receivable - related parties | — | 629,652 | ||||||
| Prepayments | 7,680,157 | 8,661,778 | ||||||
| Prepayments - related parties | 66,437 | — | ||||||
| Inventories | 8,062,429 | 5,567,551 | ||||||
| Due from related parties | 43,103 | — | ||||||
| Prepaid expenses and other current assets, net | 4,815,592 | 4,693,239 | ||||||
| Assets held for sale | 23,575,429 | 23,083,197 | ||||||
| Total current assets | 115,045,849 | 97,183,303 | ||||||
| Property and equipment, net | 224,286 | 315,538 | ||||||
| Intangible assets, net | 6,406,621 | 6,968,025 | ||||||
| Operating lease right of use assets, net | 229,085 | 629,487 | ||||||
| Deferred tax assets, net | 2,539,719 | 1,844,497 | ||||||
| Goodwill | 11,884,096 | 10,945,553 | ||||||
| Other non-current assets, net | 20,037,679 | 21,401,378 | ||||||
| Total non-current assets | 41,321,486 | 42,104,478 | ||||||
| Total assets | $ | 156,367,335 | $ | 139,287,781 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | 2,831,026 | 2,771,917 | ||||||
| Accounts and notes payable | 18,584,539 | 22,702,223 | ||||||
| Accounts payable - related parties | 64,823 | 70,989 | ||||||
| Advance from customers | 10,975,916 | 8,191,328 | ||||||
| Income tax payable | 1,124,374 | 443,829 | ||||||
| Deferred revenue | 349,864 | 353,141 | ||||||
| Due to related parties | 30,067,863 | 57,921 | ||||||
| Operating lease liabilities, current | 145,940 | 325,394 | ||||||
| Accrued expenses and other liabilities | 5,348,507 | 4,465,690 | ||||||
| Total current liabilities | 69,492,852 | 39,382,432 | ||||||
| Long-term borrowings | — | 10,000,000 | ||||||
| Deferred tax liabilities | 661,059 | 712,633 | ||||||
| Operating lease liabilities, noncurrent | 20,855 | 136,395 | ||||||
| Total liabilities | 70,174,766 | 50,231,460 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares (1) | 34,508,112 | 26,001,859 | ||||||
| Class B ordinary shares (2) | 15,460,445 | 23,966,698 | ||||||
| Additional paid-in capital | 81,310,562 | 66,431,421 | ||||||
| Statutory reserve | 1,117,828 | 1,117,828 | ||||||
| Accumulated deficit | (43,191,632 | ) | (24,343,274 | ) | ||||
| Accumulated other comprehensive loss | (2,984,773 | ) | (4,461,572 | ) | ||||
| Total shareholders’ equity attributable to the Company | 86,220,542 | 88,712,960 | ||||||
| Non-controlling interests | (27,973 | ) | 343,361 | |||||
| Total shareholders’ equity | 86,192,569 | 89,056,321 | ||||||
| Total liabilities and shareholders’ equity | $ | 156,367,335 | $ | 139,287,781 | ||||
| (1) | Including 17,964,879 Class A ordinary shares in relation to warrants issued to certain preferred shareholders in lieu of shares issuable for the automatic conversion of the convertible redeemable preferred shares. These warrants accord their holders with all rights and obligations attached to Class A ordinary shares of the Company, as if such holders had exercised the warrants and been duly registered as shareholders of the Company. |
| (2) | Excluding 7,406,060 Class B ordinary shares held by Duo Duo International Limited (“Duo Duo”) on behalf of the Company in relation to the shares reserved for 2021 Share Incentive Plan from the amount of Class B ordinary share as of June 30, 2023. Duo Duo is not entitled to rights and benefits as Class B ordinary shareholder in relation to these shares. These 7,406,060 Class B ordinary shares were surrendered by December 31, 2023. |
BAIJIAYUN GROUP LTD
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Stated in US dollars, except for share data)
| For the Six Months Ended December 31, |
||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | 30,539,962 | $ | 40,892,835 | ||||
| Cost of revenues | (23,695,634 | ) | (33,662,756 | ) | ||||
| Gross profit | 6,844,328 | 7,230,079 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (3,105,577 | ) | (2,817,622 | ) | ||||
| General and administrative expenses | (18,601,109 | ) | (1,198,219 | ) | ||||
| Research and development expenses | (5,213,203 | ) | (2,769,108 | ) | ||||
| Total operating expenses | (26,919,889 | ) | (6,784,949 | ) | ||||
| Gain on disposal of a subsidiary | — | 400,587 | ||||||
| Bargain purchase gain | — | 2,373,553 | ||||||
| Income (loss) from operations | (20,075,561 | ) | 3,219,270 | |||||
| Interest income, net | 149,684 | 67,588 | ||||||
| Interest expense | (407,960 | ) | (2,758 | ) | ||||
| Investment income | 73,989 | 52,337 | ||||||
| Other income, net | 1,167,659 | 295,544 | ||||||
| Income (loss) before income taxes (1) | (19,092,189 | ) | 3,631,981 | |||||
| Income tax benefit (expense) | (127,502 | ) | (7,178 | ) | ||||
| Net income (loss) (1) | (19,219,691 | ) | 3,624,803 | |||||
| Less: Net income (loss) attributable to non-controlling interests | (371,333 | ) | (566,859 | ) | ||||
| Net income (loss) attributable to the Company (1) | (18,848,358 | ) | 4,191,662 | |||||
| Accretion of convertible redeemable preferred shares | — | (2,001,777 | ) | |||||
| Net income (loss) attributable to the ordinary shareholders (1) | $ | (18,848,358 | ) | $ | 2,189,885 | |||
| Net income (loss) (1) | $ | (19,219,691 | ) | $ | 3,624,803 | |||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustments | 1,476,799 | (144,370 | ) | |||||
| Comprehensive income (loss) | (17,742,892 | ) | 3,480,433 | |||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | (371,333 | ) | (566,859 | ) | ||||
| Comprehensive income (loss) available to the Company (1) | (17,371,559 | ) | 4,047,292 | |||||
| Accretion of convertible redeemable preferred shares | — | (2,001,777 | ) | |||||
| Comprehensive loss attributable to the ordinary shareholders (1) | $ | (17,371,559 | ) | $ | 2,045,515 | |||
| Weighted average number of ordinary shares outstanding (2) (3) | ||||||||
| Basic | 96,277,046 | 54,268,601 | ||||||
| Diluted | 96,277,046 | 60,277,202 | ||||||
| Earnings (loss) per share (1) | ||||||||
| Basic | $ | (0.02 | ) | $ | 0.04 | |||
| Diluted | $ | (0.02 | ) | $ | 0.04 | |||
| (1) | These amounts for the six months ended December 31, 2022 were revised so as to keep consistent with the Company’s annual report for the year ended June 30, 2023. |
| (2) | Including 17,964,879 Class A ordinary shares in relation to warrants issued to certain preferred shareholders in lieu of shares issuable for the automatic conversion of the convertible redeemable preferred shares. These warrants accord their holders with all rights and obligations attached to Class A ordinary shares of the Company, as if such holders had exercised the warrants and been duly registered as shareholders of the Company. |
| (3) | Excluding 7,406,060 Class B ordinary shares held by Duo Duo on behalf of the Company in relation to the shares reserved for 2021 Share Incentive Plan. Duo Duo is not entitled to rights and benefits as Class B ordinary shareholder in relation to these shares. These 7,406,060 Class B ordinary shares were surrendered by December 31, 2023. |
BAIJIAYUN GROUP LTD
RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(Stated in US dollars)
| For the Six Months Ended December 31, |
||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net income (loss) (1) | $ | (19,219,691 | ) | $ | 3,624,803 | |||
| Add: | ||||||||
| Cost of revenues - SBC | 78,768 | 3,632 | ||||||
| Selling and marketing expenses - SBC | 546,575 | 70,755 | ||||||
| General and administrative expenses - SBC | 12,610,062 | 144,559 | ||||||
| Research and development expenses - SBC | 1,643,735 | 282,262 | ||||||
| Total SBC expense | 14,879,140 | 501,208 | ||||||
| Less: | ||||||||
| Bargain purchase gain | — | 2,373,553 | ||||||
| Non-GAAP net income (loss) (2) | $ | (4,340,551 | ) | $ | 1,752,458 | |||
| Add: | ||||||||
| Interest expense (income), net | 258,276 | (67,588 | ) | |||||
| Income tax expense | 127,502 | 7,178 | ||||||
| Depreciation and amortization expenses | 760,084 | 252,593 | ||||||
| Non-GAAP EBITDA | $ | (3,194,689 | ) | $ | 1,944,641 | |||
| (1) | The net income for the six months ended December 31, 2022 were revised so as to keep consistent with the Company’s annual report for the year ended June 30, 2023. |
| (2) | The Non-GAAP net income for the six months ended December 31, 2022 was revised based on the revised net income for the six months ended December 31, 2022. |
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, thereunto duly authorized.
| Baijiayun Group Ltd | ||
| By: | /s/ Fangfei Liu | |
| Name: | Fangfei Liu | |
| Title: | Chief Financial Officer | |
Dated: March 14, 2024
7