UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 August 2019

 

Commission File Number: 001-38313

 


 

iClick Interactive Asia Group Limited

(Translation of registrant’s name into English)

 


 

15/F

Prosperity Millennia Plaza

663 King’s Road, Quarry Bay

Hong Kong S.A.R., People’s Republic of China

Tel: +852 3700 9000

(Address of principal executive office)

 


 

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  x  Form 40-F  o

 

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):  o

 

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):  o

 

 

 


 

EXHIBIT INDEX

 

Number

 

Description of Document

 

 

 

99.1

 

Press release

 

2


 

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.

 

 

 

iClick Interactive Asia Group Limited

 

 

 

By:

/s/ Wing Hong Sammy Hsieh

 

Name:

Wing Hong Sammy Hsieh

 

Title:

Chief Executive Officer and Executive Chairman of the Board

 

Date: August 28, 2019

 

3


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

iClick Interactive Asia Group Limited
Reports 2019 Second-Quarter Unaudited Financial Results

 

— Significant Growth in Enterprise Solutions —

— Another Quarter of Record High Gross Billing, Revenue and Gross Profit —

 

Hong Kong, August 26, 2019 — iClick Interactive Asia Group Limited (“iClick”) (NASDAQ: ICLK), an independent online marketing and enterprise data solutions provider in China, today announced unaudited financial results for the second quarter ended June 30, 2019.

 

 

 

Three Months Ended June 30,

 

(US$ in thousands)

 

 

 

 

 

Percentage

 

(Unaudited)

 

2019

 

2018

 

Change

 

 

 

 

 

 

 

 

 

Financial Metrics:

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

Marketing solutions

 

46,590

 

42,697

 

9

%

Enterprise solutions

 

2,757

 

 

N/M

 

Total revenue

 

49,347

 

42,697

 

16

%

Gross profit

 

13,596

 

9,912

 

37

%

Adjusted EBITDA1

 

840

 

851

 

(1

)%

Adjusted net loss1

 

(1,102

)

(1,138

)

N/M

 

Diluted adjusted net loss per ADS1

 

(0.02

)

(0.02

)

N/M

 

Operating Metrics:

 

 

 

 

 

 

 

Gross billing

 

140,871

 

105,389

 

34

%

 

“We are pleased to report another record quarter with increase in top-line revenues by 16% YoY to $49.3 million amid a challenging business environment,” said Sammy Hsieh, Chief Executive Officer and Co-Founder of iClick. “During this quarter the Renminbi depreciated against the US dollar by 7% compared with the second quarter of 2018. Eliminating currency fluctuation, our revenue would have increased 24% to $52.8 million for the second quarter of 2019 compared with the same period last year.”

 

“Our Enterprise Solution initiative has continued to ramp up as we reported a sequential gain of more than 80% from the first quarter of 2019 to $2.8 million. For the first half of 2019 the Enterprise Solutions business accounts for 4.8% of our total revenue. We are optimistic that the contribution from this key area will consistently increase over time as we continue to receive strong demand from a number of our leading brand clients,” continued Mr. Hsieh. “We continue our momentum in establishing new partnership opportunities globally. A recent example is the announcement of a new strategic partnership with Vector Inc., the leading strategic PR group in Japan.  This is a perfect illustration of our integration of enterprise and marketing solutions that allow us to provide Japanese brands with technology to target Chinese consumers traveling in Japan.  We continue to seek out similar opportunities.”

 

Additionally, the revenue from our Marketing Solutions also reached another record high. We reported $46.6 million in the second quarter, representing an increase of 9% YoY. “While we believe the long-term growth trend is positive for this segment, we expect challenges from the current business environment in the near term. Therefore, we continue to build partnerships in different geographies as our joint venture, V-Click Technology was recently officially launched, which helps our expansion into Thailand and Southeast Asia,” concluded Mr. Hsieh.

 


1       For more details on these non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results” set forth at the end of this press release.

 


 

Second Quarter 2019 Results:

 

Revenue for the second quarter of 2019 grew to US$49.3 million, up 16% from US$42.7 million for the same period last year, attributable to the increase in contributions from existing marketing solutions and the Company’s new enterprise solutions, which was launched in January 2019, partially offset by depreciation of the Renminbi against the US dollar by 7% compared with the second quarter of 2018. On a currency-neutral basis, the revenue increased 24% at US$52.8 million for the second quarter of 2019 compared with the same period last year.

 

Revenue from marketing solutions grew to US$46.6 million for the second quarter of 2019, up 9% from US$42.7 million for the second quarter of 2018, primarily as the result of growing market demand from marketers. On a currency-neutral basis, the revenue increased 17% at US$49.9 million for the second quarter of 2019 compared with the same period last year.

 

Revenue from enterprise solutions was US$2.8 million for the second quarter of 2019.

 

Gross profit for the quarter ended June 30, 2019 increased 37% to US$13.6 million, compared with US$9.9 million for the quarter ended June 30, 2018, mainly due to improvements in gross profit margin from the Company’s marketing solutions, and contribution from higher margin enterprise solutions.

 

Total operating expenses were US$16.0 million for the second quarter of 2019, compared with US$11.1 million for the second quarter of 2018, primarily attributable to the expenses incurred for new business development, which led to an increase in staff cost and marketing activities. We also offered higher incentives for sales personnel for their contribution to our continuous business growth.

 

Operating loss was US$2.4 million for the second quarter of 2019, compared with an operating loss of US$1.2 million for the prior-year period, as a result of higher expenses incurred for new business development and more incentives for sales personnel.

 

Net loss totalled US$3.2 million for the 2019 second quarter, compared with US$2.6 million for the 2018 second quarter, as a result of the fair value losses on convertible notes of US$1.0 million in the second quarter of 2019, partially offset by the decrease of exchange loss by US$0.8 million.

 

Net loss attributable to the Company’s shareholders per basic and diluted ADS was US$0.06, compared with a net loss per basic and diluted ADS of US$0.05 for the second quarter of 2018.

 

Adjusted EBITDA for the second quarter of 2019 was relatively stable at US$840,000, compared with US$851,000 for the second quarter of 2018, resulting from the increase in gross profit but partially offset by more operating expenses as discussed above. For a reconciliation of the Company’s adjusted EBITDA to net loss, its most comparable GAAP measure, please refer to “Unaudited Reconciliations of GAAP and Non-GAAP Results.”

 


 

Adjusted net loss attributable to the Company’s shareholders, which excludes, among others, share-based compensation expenses, fair value losses on convertible notes, and other gains for the 2019 second quarter remained stable at US$1.1 million. For a reconciliation of the Company’s adjusted net loss to net loss, its most comparable GAAP measure, please refer to “Unaudited Reconciliations of GAAP and Non-GAAP Results.”

 

Gross billing2 grew to US$140.9 million for the second quarter ended June 30, 2019, up 34% from US$105.4 million in the same period last year. The increase is primarily a result of increasing marketer demand, partially offset by depreciation of the Renminbi against the US dollar by 7% compared with a year ago. The gross billing increased 43% on a currency-neutral basis at US$150.6 million for the second quarter of 2019 compared with a year ago.

 

As of June 30, 2019, the Company had cash and cash equivalents of US$41.9 million, compared with $39.8 million as of December 31, 2018. Restricted cash and time deposit amounted to US$9.6 million and US$0.2 million respectively, compared with US$nil at December 31, 2018.

 

Share Repurchase Program

 

In November of 2018 we announced that our board of directors authorized us to purchase up to $10 million of our own ADS in a twelve-month period. Through the first half of 2019 we purchased an aggregate value of approximately US$482,000.

 

Outlook

 

Based on the information available as of the date of this press release, iClick provided the following outlook for the third quarter of 2019 and the following outlook for the 2019 full year:

 

Third Quarter 2019:

 

·                  Revenue is estimated to be between US$50 million and US$54 million.

·                  Gross profit margin is estimated to be between 26% and 28%.

 

Full Year 2019:

 

·                  Revenue is estimated to be between US$190 million and US$210 million.

·                  Gross profit margin is estimated to be between 26% and 28%.

 

The above outlook is based on current market conditions and reflects the Company’s preliminary estimates of market and operating conditions, expected foreign exchange fluctuation, and customer demand, which are all subject to change. Please also refer to the factors set out under the section titled “Safe Harbor Statement.”

 


2       Gross billing is defined as the aggregate dollar amount that clients pay the Company after deducting rebates paid and discounts given to clients.

 


 

Conference Call

 

The Company will host an earnings conference call at 8:00 AM U.S. Eastern Time on August 26, 2019 (8:00 PM Beijing/Hong Kong time on August 26, 2019). A live and archived webcast of the conference call will be available on iClick’s investor relations website at http://ir.i-click.com.

 

Dial-in details for the conference call are as follows:

 

United States:

 

+1-845-675-0437

International:

 

+65-6713-5090

Hong Kong:

 

+852-3018-6771

China:

 

400-620-8038

 

 

 

Conference ID:

 

8556408

 

A replay of the conference call will be accessible by phone two hours after the conclusion of the live call at the following numbers until September 3, 2019:

 

United States:

 

+1-855-452-5696

International:

 

+61-2-8199-0299

Hong Kong:

 

800-963-117

China:

 

400-632-2162

 

 

 

Replay Access Code:

 

8556408

 

About iClick Interactive Asia Group Limited

 

iClick Interactive Asia Group Limited (NASDAQ: ICLK) is an independent online marketing and enterprise data solutions provider that connects worldwide marketers with audiences in China. Built on cutting-edge technologies, our proprietary platform possesses omni-channel marketing capabilities and fulfils various marketing objectives in a data-driven and automated manner, helping both international and domestic marketers reach their target audiences in China. Headquartered in Hong Kong, iClick was established in 2009 and is currently operating in ten locations worldwide including Asia and Europe.

 

Non-GAAP Financial Measures

 

The Company uses adjusted EBITDA, adjusted net loss, and diluted adjusted net loss per ADS, each a non-GAAP financial measure, in evaluating the Company’s operating results and for financial and operational decision-making purposes.

 

The Company believes that adjusted EBITDA, adjusted net loss, and diluted adjusted net loss per ADS help identify underlying trends in the Company’s business that could otherwise be distorted by the effect of the expenses and gains that the Company includes in net loss. The Company believes that adjusted EBITDA and adjusted net loss provide useful information about the Company’s operating results, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

 

Adjusted EBITDA, adjusted net loss, and diluted adjusted net loss per ADS should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of the Company’s operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA, adjusted net loss, and diluted adjusted net loss per ADS 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 Company’s data. The Company encourages investors and others to review the Company’s financial information in its entirety and not rely on a single financial measure.

 

For more information on these non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP results” set forth at the end of this press release.

 

Additionally, currency-neutral revenue and gross billing are calculated using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business trends excluding the impact of translation arising from foreign currency exchange rate fluctuations. These non-GAAP financial measures were presented with the most directly comparable GAAP financial measures together for facilitating a more comprehensive understanding of operating performance between periods.

 


 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. 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,” “confident” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. 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 fluctuations in growth; its success in implementing its mobile and new retail strategies; including extending its solutions beyond its core online marketing business; its success in structuring a CRM & Marketing Cloud platform; relative percentage of its gross billing recognized as revenue under the gross and net models; its ability to retain existing clients or attract new ones; its ability to retain content distribution channels and negotiate favourable contractual terms; market competition, including from independent online marketing technology platforms as well as large and well-established internet companies; market acceptance of online marketing technology solutions and enterprise solutions; effectiveness of its algorithms and data engines; its ability to collect and use data from various sources; ability to integrate and realize synergies from acquisitions, investments or strategic partnership; fluctuations in foreign exchange rates; and general economic conditions in China and other jurisdictions where the Company operates; and the regulatory landscape in China and other jurisdictions where the Company operates. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and other filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 


 

For investor and media inquiries, please contact:

 

In China:

 

In the United States:

iClick Interactive Asia Group Limited

 

Core IR

Lisa Li

 

John Marco

Phone: +86-21-3230-3931 #892

 

Tel: +1-516-222-2560

E-mail: ir@i-click.com

 

E-mail: johnm@coreir.com

 

(financial tables follow)

 


 

ICLICK INTERACTIVE ASIA GROUP LIMITED

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(US$’000, except share data and per share data, or otherwise noted, unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

49,347

 

42,697

 

88,565

 

77,926

 

Cost of revenues

 

(35,751

)

(32,785

)

(62,579

)

(59,891

)

Gross profit

 

13,596

 

9,912

 

25,986

 

18,035

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Research and development expenses

 

(1,505

)

(1,482

)

(2,849

)

(2,877

)

Sales and marketing expenses

 

(10,872

)

(6,276

)

(20,868

)

(12,167

)

General and administrative expenses

 

(3,600

)

(3,311

)

(6,838

)

(5,875

)

Total operating expenses

 

(15,977

)

(11,069

)

(30,555

)

(20,919

)

Operating loss

 

(2,381

)

(1,157

)

(4,569

)

(2,884

)

Interest expense

 

(332

)

(175

)

(537

)

(347

)

Interest income

 

115

 

42

 

214

 

193

 

Other gains/ (losses), net

 

440

 

(744

)

1,212

 

1,336

 

Fair value losses on convertible notes

 

(991

)

 

(1,992

)

 

Loss before income tax expense

 

(3,149

)

(2,034

)

(5,672

)

(1,702

)

Share of losses from an equity investee

 

(14

)

 

(14

)

 

Income tax expense

 

(81

)

(572

)

(27

)

(1,016

)

Net loss

 

(3,244

)

(2,606

)

(5,713

)

(2,718

)

Net loss attributable to noncontrolling interests

 

103

 

 

437

 

 

Net loss attributable to iClick Interactive Asia Group Limited’s ordinary shareholders

 

(3,141

)

(2,606

)

(5,276

)

(2,718

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(3,244

)

(2,606

)

(5,713

)

(2,718

)

Other comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of US$nil tax

 

(836

)

(1,319

)

89

 

(1,534

)

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

(4,080

)

(3,925

)

(5,624

)

(4,252

)

Comprehensive loss attributable to noncontrolling interests

 

103

 

 

437

 

 

Comprehensive loss attributable to iClick Interactive Asia Group Limited

 

(3,977

)

(3,925

)

(5,187

)

(4,252

)

 

 

 

 

 

 

 

 

 

 

Net loss per ADS attributable to iClick Interactive Asia Group Limited

 

 

 

 

 

 

 

 

 

— Basic

 

(0.06

)

(0.05

)

(0.09

)

(0.05

)

— Diluted

 

(0.06

)

(0.05

)

(0.09

)

(0.05

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of ADS used in per share calculation:

 

 

 

 

 

 

 

 

 

— Basic

 

57,021,120

 

52,167,588

 

56,700,646

 

52,158,106

 

— Diluted

 

57,021,120

 

52,167,588

 

56,700,646

 

52,158,106

 

 


 

ICLICK INTERACTIVE ASIA GROUP LIMITED

Unaudited Condensed Consolidated Balance Sheets

(US$’000, except share data and per share data, or otherwise noted, unaudited)

 

 

 

As of June 30, 2019

 

As of December 31, 2018

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

41,928

 

39,828

 

Time deposit

 

208

 

 

Restricted cash

 

9,574

 

 

Short-term investment

 

 

17,427

 

Accounts receivable, net of allowance for doubtful receivables of US$1,507 as of June 30, 2019 and December 31, 2018 respectively

 

125,725

 

65,627

 

Rebates receivable

 

4,362

 

4,067

 

Prepaid media costs

 

14,244

 

19,107

 

Other current assets

 

3,950

 

3,242

 

Total current assets

 

199,991

 

149,298

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

Deferred tax assets

 

1,046

 

1,153

 

Investment in equity investee

 

553

 

 

Property and equipment, net

 

554

 

329

 

Intangible assets, net

 

6,911

 

7,247

 

Goodwill

 

55,156

 

48,496

 

Long-term investment

 

503

 

503

 

Right-of-use assets3

 

2,015

 

 

Other assets

 

337

 

232

 

Total non-current assets

 

67,075

 

57,960

 

 

 

 

 

 

 

Total assets

 

267,066

 

207,258

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable (including accounts payable of the consolidated variable interest entity (“VIE”) and its subsidiaries without recourse to the Company of US$81 and US$45 as of June 30, 2019 and December 31, 2018, respectively)

 

33,238

 

6,557

 

Deferred revenue (including deferred revenue of the consolidated VIE and its subsidiaries without recourse to the Company of US$1,102 and US$1,300 as of June 30, 2019 and December 31, 2018, respectively)

 

43,215

 

27,191

 

Accrued liabilities and other current liabilities (including accrued liabilities and other current liabilities of the consolidated VIE and its subsidiaries without recourse to the Company of US$2,799 and US$1,776 as of June 30, 2019 and December 31, 2018, respectively)

 

16,130

 

16,348

 

Lease liabilities3

 

1,157

 

 

Bank borrowings

 

26,009

 

9,439

 

Convertible notes at fair value

 

32,398

 

34,837

 

Income tax payable

 

3,264

 

2,779

 

Total current liabilities

 

155,411

 

97,151

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Other liabilities

 

561

 

673

 

Lease liabilities3

 

899

 

 

Deferred tax liabilities

 

2,616

 

2,794

 

Total non-current liabilities

 

4,076

 

3,467

 

 

 

 

 

 

 

Total liabilities

 

159,487

 

100,618

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Ordinary shares — Class A (US$0.001 par value; 80,000,000 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 23,697,509 and 23,166,092 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)

 

24

 

23

 

Ordinary shares — Class B (US$0.001 par value; 20,000,000 shares authorized as of June 30, 2019 and December 31, 2018, respectively; 4,820,608 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)

 

5

 

5

 

Treasury shares (1,316,721 shares and 1,363,860 shares as of June 30, 2019 and December 31, 2018, respectively)

 

(1,011

)

(576

)

Additional paid-in capital

 

298,917

 

293,072

 

Statutory reserves

 

81

 

81

 

Accumulated other comprehensive losses

 

(5,778

)

(5,867

)

Accumulated deficit

 

(186,689

)

(181,413

)

Total iClick Interactive Asia Group Limited shareholders’ equity

 

105,549

 

105,325

 

Noncontrolling interests

 

2,030

 

1,315

 

 

 

 

 

 

 

Total equity

 

107,579

 

106,640

 

 

 

 

 

 

 

Total liabilities and equity

 

267,066

 

207,258

 

 


3        The Company adopted the new leasing guidance (ASU 2016-02) started from January 1, 2019, which requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognized a right-of-use asset and a liability relating to lease payments (the Lease Liability) in the consolidated balance sheets for lease contracts having terms beyond 12 months period. The adoption of new leasing guidance resulted in recognition of US$2.0 million of right-of-use assets and US$2.1 million of lease liabilities, respectively, as of June 30, 2019. The consolidated financial information related to periods prior to January 1, 2019 were not restated, and continue to be reported under ASC Topic 840 — Leases.

 


 

ICLICK INTERACTIVE ASIA GROUP LIMITED

Unaudited Reconciliations of GAAP and Non-GAAP Results

(US$’000, except share data and per share data, or otherwise noted, unaudited)

 

Adjusted EBITDA represents net loss before (i) depreciation and amortization, (ii) interest expense, (iii) interest income, (iv) income tax expense, (v) share-based compensation, (vi) fair value losses on convertible notes, (vii) other (gains)/ losses, net, (viii) net loss attributable to noncontrolling interests, (ix) share of losses from an equity investee, (x) cost related to new business setup or acquisitions, and (xi) cost related to filing of Form F-3.

 

The table below sets forth a reconciliation of the Company’s adjusted EBITDA to net loss for the periods indicated:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(3,244

)

(2,606

)

(5,713

)

(2,718

)

Add/(less):

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

1,644

 

1,284

 

3,378

 

2,646

 

Interest expense

 

332

 

175

 

537

 

347

 

Interest income

 

(115

)

(42

)

(214

)

(193

)

Income tax expense

 

81

 

572

 

27

 

1,016

 

EBITDA

 

(1,302

)

(617

)

(1,985

)

1,098

 

Add/(less):

 

 

 

 

 

 

 

 

 

Share-based compensation

 

568

 

724

 

1,226

 

1,498

 

Fair value losses on convertible notes

 

991

 

 

1,992

 

 

Other (gains)/losses, net

 

(440

)

744

 

(1,212

)

(1,336

)

Net loss attributable to noncontrolling interests

 

103

 

 

437

 

 

Share of losses from an equity investee

 

14

 

 

14

 

 

Cost related to new business setup or acquisitions4

 

397

 

 

397

 

 

Cost related to filing of Form F-35

 

509

 

 

509

 

 

Adjusted EBITDA

 

840

 

851

 

1,378

 

1,260

 

 


4  Cost related to new business setup or acquisition represents transaction cost for setting up Thailand business and other acquisitions, including audit, legal and professional fee.

5  It represents cost related to F-3 filing such as audit, legal and professional fee.

 


 

Adjusted net loss represents net loss before (i) share-based compensation, (ii) fair value losses on convertible notes, (iii) other (gains)/ losses, net, (iv) net loss attributable to noncontrolling interests, (v) share of losses from an equity investee, (vi) cost related to new business setup or acquisitions, and (vii) cost related to filing of Form F-3. There is no material tax effects on these non-GAAP adjustments.

 

The table below sets forth a reconciliation of the Company’s adjusted net loss to net loss for the periods indicated:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(3,244

)

(2,606

)

(5,713

)

(2,718

)

Add/(less):

 

 

 

 

 

 

 

 

 

Share-based compensation

 

568

 

724

 

1,226

 

1,498

 

Fair value losses on convertible notes

 

991

 

 

1,992

 

 

Other (gains)/ losses, net

 

(440

)

744

 

(1,212

)

(1,336

)

Net loss attributable to noncontrolling interests

 

103

 

 

437

 

 

Share of losses from an equity investee

 

14

 

 

14

 

 

Cost related to new business setup or acquisitions

 

397

 

 

397

 

 

Cost related to filing of Form F-3

 

509

 

 

509

 

 

Adjusted net loss

 

(1,102

)

(1,138

)

(2,350

)

(2,556

)

 

The basic and diluted adjusted net loss per ADS for the periods indicated are calculated as follows:

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

Adjusted net loss

 

(1,102

)

(1,138

)

(2,350

)

(2,556

)

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Denominator for basic and diluted net loss per ADS

 

 

 

 

 

 

 

 

 

- Weighted average ADS outstanding

 

57,021,120

 

52,167,588

 

56,700,646

 

52,158,106

 

 

 

 

 

 

 

 

 

 

 

Basic adjusted net loss per ADS

 

(0.02

)

(0.02

)

(0.04

)

(0.05

)

 

 

 

 

 

 

 

 

 

 

Diluted adjusted net loss per ADS

 

(0.02

)

(0.02

)

(0.04

)

(0.05

)