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 September 2020

 

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    Form 40-F  

 

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):  

 

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):  

 

 

 

 

 


 

INCORPORATION BY REFERENCE

 

Exhibit 23.1 of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-232435) of iClick Interactive Asia Group Limited (the “Company”) (including any prospectuses forming a part of such registration statement) and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibits 99.1, and 99.2 of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File Nos. 333-232435 and 333-239982) of the Company (including any prospectuses forming a part of such registration statements) and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 


 


 

 

The following are furnished as exhibits to this report on Form 6-K:

 


 


 

EXHIBIT INDEX

 

Number

 

Description of Document

23.1

 

Consent of PricewaterhouseCoopers

99.1

 

Management’s discussion and analysis of financial condition and results of operations as of and for the six months ended June 30, 2020

99.2

 

Unaudited interim condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2020

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document


 


 

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/ Terence Li

 

Name:

Terence Li

 

Title:

Chief Financial Officer

 

Date: September 1, 2020

 

 

 

iclk-ex231_236.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-232435) of iClick Interactive Asia Group Limited of our report dated April 30, 2020 relating to the consolidated financial statements, which appears in iClick Interactive Asia Group Limited’s Annual Report on Form 20-F for the year ended December 31, 2019. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/PricewaterhouseCoopers

Hong Kong

 

September 1, 2020

 

 

 

 

iclk-ex991_6.htm

 

Exhibit 99.1

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary Consolidated Financial Data

The summary unaudited consolidated financial information for the six months ended June 30, 2019 and 2020 and as of June 30, 2020 has been derived from our unaudited interim condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2019 and June 30, 2020 included in this report. Our unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. The summary consolidated balance sheet data as of December 31, 2019 has been derived from our audited consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 30, 2020 (our “2019 annual report”). The summary consolidated financial data should be read in conjunction with those financial statements and the accompanying notes and “Item 5. Operating and Financial Review and Prospects” included in our 2019 annual report.

Summary Unaudited Consolidated Statements of Operations Information

 

 

Six Months Ended June 30,

 

2020

 

2019

 

(US$ in thousands, except for per-share data)

 

 

 

 

Net revenues:

 

 

 

  Marketing solutions

97,601

 

84,349

  Enterprise solutions

9,547

 

4,216

Total net revenues

107,148

 

88,565

Cost of revenues

(77,270)

 

(62,579)

Gross profit

29,878

 

25,986

 

 

 

 

Operating expenses

 

 

 

Research and development expenses

(2,300)

 

(2,849)

Sales and marketing expenses

(17,116)

 

(20,868)

General and administrative expenses

(11,127)

 

(6,838)

Total operating expenses

(30,543)

 

(30,555)

Operating loss

(665)

 

(4,569)

Interest expense

(1,015)

 

(537)

Interest income

362

 

214

Other gains, net

1,388

 

1,212

Fair value losses on convertible notes

(3,007)

 

(1,992)

Fair value losses on derivative liabilities

(5,123)

 

Loss before income tax expense

(8,060)

 

(5,672)

Share of losses from an equity investee

(69)

 

(14)

Income tax expense

(320)

 

(27)

Net loss

(8,449)

 

(5,713)

Less: Net loss attributable to noncontrolling interests

1,097

 

437

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

(7,352)

 

(5,276)

 

 

 

 

Net loss

(8,449)

 

(5,713)

Other comprehensive income:

 

 

 

Foreign currency translation adjustment, net of US$nil tax

612

 

89

 

 

 

 

Comprehensive loss  

(7,837)

 

(5,624)

Comprehensive loss attributable to noncontrolling interest

1,115

 

437

Comprehensive loss attributable to iClick Interactive Asia Group Limited

(6,722)

 

(5,187)

 

 

 

 

Net loss per share attributable to iClick Interactive Asia Group Limited

 

 

 

— Basic

(0.21)

 

(0.19)

— Diluted

(0.21)

 

(0.19)

Weighted average number of ordinary shares used in per share calculation:

 

 

 

— Basic

34,795,154

 

28,350,323

— Diluted

34,795,154

 

28,350,323


 

 

Summary Condensed Consolidated Balance Sheet Data

 

 

As of

June 30,

2020

 

As of

December 31,

2019

 

(US$ in thousands)

Current assets:

 

 

 

Cash and cash equivalents

39,355

 

36,854

Time deposits

473

 

410

Restricted cash

24,379

 

23,852

Short-term investments

4,952

 

Amount due from an equity investee

199

 

155

Accounts receivable, net of allowance for credit losses of US$7,147 and

   US$3,469 as of June 30, 2020 and December 31, 2019, respectively

123,245

 

143,971

Rebates receivable

5,971

 

5,603

Prepaid media costs

17,337

 

25,565

   Other current assets

13,747

 

8,983

Total current assets

229,658

 

245,393

 

 

 

 

Non-current assets:

 

 

 

Deferred tax assets

1,091

 

1,033

Property and equipment, net

511

 

536

Investment in an equity investee

502

 

158

Prepayment for long-term investments

6,785

 

1,000

Other long-term investments

3,445

 

1,503

Intangible assets, net

55,175

 

4,418

Goodwill

65,710

 

65,710

Other assets

185

 

109

Right-of-use assets

1,199

 

1,656

Total non-current assets

134,603

 

76,123

 

 

 

 

Total assets

364,261

 

321,516

 

Liabilities and shareholders’ equity:

 

 

 

Current liabilities

149,269

 

203,940

Non-current liabilities

15,629

 

3,020

Total liabilities

164,898

 

206,960

Ordinary shares – Class A (US$0.001 par value; 80,000,000 shares authorized as

   of June 30, 2020 and December 31, 2019, respectively; 34,467,143 shares and

   23,870,027 shares issued and outstanding as of June 30, 2020 and December 31,

   2019, respectively)

34

 

24

Ordinary shares – Class B (US$0.001 par value; 20,000,000 shares authorized as of

   June 30, 2020 and December 31, 2019, respectively; 4,820,608 shares issued and

   outstanding as of June 30, 2020 and December 31, 2019, respectively)

5

 

5

Treasury shares (1,542,402 and 1,744,873 shares as of June 30, 2020 and

   December 31, 2019, respectively)

(5,429)

 

(4,858)

Additional paid-in capital

394,533

 

305,344

Statutory reserves

81

 

81

Accumulated other comprehensive losses

(6,849)

 

(7,479)

Accumulated deficit

(202,339)

 

(191,016)

Total iClick Interactive Asia Group Limited shareholders’ equity

180,036

 

102,101

Non-controlling interest

19,327

 

12,455

Total equity

199,363

 

114,556

Total liabilities and equity

364,261

 

321,516

 


 

Key Operating Metric

 

Gross billing is an important operating measure by which we evaluate and manage our business. We define gross billing as the aggregate dollar amount that clients pay us after deducting rebates paid and discounts given to clients.

Our gross billing increased to US$290.8 million for the six months ended June 30, 2020, up 22.6% from US$237.2 million for the same period in 2019. The increase was primarily a result of higher demand for our marketing solutions and enterprise solutions, partially offset by depreciation of the Renminbi against the US dollar by 4% compared with the same period in 2019. Our gross billing from marketing solutions increased to US$281.2 million for the six months ended June 30, 2020, up 20.7% from US$232.9 million for the same period in 2019. Our gross billing from enterprise solutions increased to US$9.5 million for the six months ended June 30, 2020, a significant increase from US$4.2 million for the same period in 2019.

Our gross billing per client increased by US$8.8 thousand, or 5.0%, from US$177.1 thousand in the six months ended June 30, 2019 to US$185.9 thousand in the same period of 2020, and the total number of our clients increased by 16.8% from 1,339 in the six months ended June 30, 2019 to 1,564 in the same period of 2020 primarily due to our increased ability to cater to the growing market demand for our marketing solutions and enterprise solutions.

Non-GAAP Financial Measures

 

We use adjusted EBITDA and adjusted net income/(loss), each a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

We believe that adjusted EBITDA and adjusted net income/(loss) help identify underlying trends in our business that could otherwise be obscured by the effect of certain expenses and gains that we include in net loss. We believe that adjusted EBITDA and adjusted net income/(loss) provide useful information about our operating results, enhance the overall understanding of our performance and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

Adjusted EBITDA and adjusted net income/(loss) 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 our operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA and adjusted net income/(loss) 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 our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

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

 

 

Six Months Ended

June 30,

 

Year Ended

December 31,

 

2020

 

2019

 

2019

 

2018

 

2017

 

(US$ in thousands)

Net loss

(8,449)

 

(5,713)

 

(10,849)

 

(32,611)

 

(24,619)

Add/(less):

 

 

 

 

 

 

 

 

 

Depreciation and amortization

3,487

 

3,378

 

6,656

 

5,226

 

5,584

Interest expense

1,015

 

537

 

1,915

 

773

 

551

Interest income

(362)

 

(214)

 

(537)

 

(421)

 

Income tax expense

320

 

27

 

47

 

655

 

548

EBITDA

(3,989)

 

(1,985)

 

(2,768)

 

(26,378)

 

(17,936)

Add/(less):

 

 

 

 

 

 

 

 

 

Share-based compensation

2,267

 

1,226

 

2,115

 

19,679

 

5,072

Fair value losses on derivative liabilities

5,123

 

 

 

 

10,190

Fair value losses/(gains) on convertible notes

3,007

 

1,992

 

(133)

 

4,837

 

Other gains, net(1)(7)

(173)

 

(538)

 

(1,501)

 

(687)

 

(1,710)

Convertible notes issuance cost(2)

44

 

 

4,556

 

2,190

 

Net loss attributable to noncontrolling interests(3)

1,097

 

437

 

1,246

 

202

 

Share of losses from an equity investee(4)

69

 

14

 

408

 

 

Cost related to new business setup or acquisitions(5)

63

 

397

 

1,047

 

1,721

 

Cost related to the filing of Form F-3(6)

 

509

 

1,035

 

 

Adjusted EBITDA(7)

7,508

 

2,052

 

6,005

 

1,564

 

(4,384)

_________________

Notes:

 

(1)

Other gains, net has been adjusted out, except for amounts of US$1,215 thousand, US$674 thousand, US$1,491 thousand, US$nil and US$131 thousand in relation to government grants for the six months ended June 30, 2020 and 2019 and the year ended December 31, 2019, 2018 and 2017, respectively.


 

 

(2)

Convertible notes issuance cost represents legal and professional fees related to the issuance of convertible notes.

 

(3)

Net loss attributable to noncontrolling interests has been adjusted back because our management regularly reviews EBITDA excluding noncontrolling interests as a measure of our operational performance.

 

(4)

Share of losses from an equity investee represents our share of losses incurred by our Thailand business operated through an equity investee over which we have significant influence, and which is not considered to be a part of the core business that we operate through our consolidated entities.

 

(5)

Cost related to new business setup or acquisition represents transaction cost for setting up our Thailand business and other acquisitions, including audit, legal and professional fees in connection therewith.

 

(6)

Cost related to the filing of Form F-3 represents cost such as audit, legal and professional fees.

 

(7)

The comparative figures for the six months ended June 30, 2019, the year ended December 31, 2019 and the year ended December 31, 2017 were restated to conform to the presentation of the figures for the six months ended June 30, 2020.

 

The table below sets forth a reconciliation of our adjusted net income/(loss) to net loss for the periods indicated:

 

 

Six Months Ended

June 30,

 

Year ended

December 31,

 

2020

 

2019

 

2019

 

2018

 

2017

 

(US$ in thousands)

Net loss

(8,449)

 

(5,713)

 

(10,849)

 

(32,611)

 

(24,619)

Add/(less):

 

 

 

 

 

 

 

 

 

Share-based compensation

2,267

 

1,226

 

2,115

 

 19,679

 

5,072

Fair value losses on derivative liabilities

5,123

 

 

 

 

10,190

Fair value losses/(gains) on convertible notes

3,007

 

1,992

 

(133)

 

4,837

 

Other gains, net(1)(7)

(173)

 

(538)

 

(1,501)

 

(687)

 

(1,710)

Convertible notes issuance cost(2)

44

 

 

4,556

 

2,190

 

Net loss attributable to noncontrolling interests(3)

1,097

 

437

 

1,246

 

202

 

Share of losses from an equity investee(4)

69

 

14

 

408

 

 

Cost related to new business setup or acquisitions(5)

63

 

397

 

1,047

 

1,721

 

Cost related to the filing of Form F-3(6)

 

509

 

1,035

 

 

Adjusted net income/(loss)(7)

3,048

 

(1,676)

 

(2,076)

 

(4,669)

 

(11,067)

_________________

Notes:

(1)

Other gains, net has been adjusted out, except for amounts of US$1,215 thousand, US$674 thousand, US$1,491 thousand, US$nil and US$131 thousand in relation to government grants for the six months ended June 30, 2020 and 2019 and the years ended December 31, 2019, 2018 and 2017, respectively.

 

(2)

Convertible notes issuance cost represents legal and professional fees related to the issuance of convertible notes.

 

(3)

Net loss attributable to noncontrolling interests has been adjusted back because our management regularly reviews net income/(loss) excluding noncontrolling interests as a measure of our operational performance.

 

(4)

Share of losses from an equity investee represents our share of losses incurred by our Thailand business operated through an equity investee over which we have significant influence, and which is not considered to be a part of the core business that we operate through our consolidated entities.

 

(5)

Cost related to new business setup or acquisition represents transaction cost for setting up our Thailand business and other acquisitions, including audit, legal and professional fees in connection therewith.

 

(6)

Cost related to the filing of Form F-3 represents cost such as audit, legal and professional fees.

 

(7)

The comparative figures for the six months ended June 30, 2019, the year ended December 31, 2019 and the year ended December 31, 2017 were restated to conform to the presentation of the figures for the six months ended June 30, 2020.


 

Impact of Recently Issued Accounting Standards

 

For a discussion of the material impact of recently issued accounting standards on our unaudited consolidated financial information for the six months ended June 30, 2019 and 2020 and as of June 30, 2020, please see Note 2(f) of our unaudited interim condensed consolidated financial statements as of June 30, 2020 and for the six months ended June 30, 2019 and June 30, 2020 included as Exhibit 99.2 in this report.

 

Results of Operations

 

Net Revenues

Our net revenues increased by US$18.6 million, or 21.0%, to US$107.1 million for the six months ended June 30, 2020 from US$88.6 million for the same period in 2019, primarily as a result of an increase in the revenue from our marketing solutions and the revenue contribution from our enterprise solutions, and partially offset by the depreciation of the Renminbi against the US dollar by 4% compared with the same period in 2019.

Net revenues from our marketing solutions increased by US$13.3 million, or 15.7%, to US$97.6 million for the six months ended June 30, 2020 from US$84.3 million for the same period in 2019, primarily as a result of the growing market demand for our marketing solutions, especially in e-commerce, online gaming and online education sectors.

Net revenues from our enterprise solutions increased significantly by US$5.3 million to US$9.5 million for the six months ended June 30, 2020 from US$4.2 million for the same period in 2019, which was primarily driven by the growing market demand for the collection of information from different consumer online and offline touchpoints, and integration of such information into a single data management platform to facilitate better informed business decisions.

Cost of Revenues, Gross Profit and Gross Profit Margin

Our cost of revenues increased by US$14.7 million, or 23.5% to US$77.3 million for the six months ended June 30, 2020 from US$62.6 million for the same period in 2019, primarily due to an increase in our media cost, which was generally in line with our marketing solutions sales growth. Cost of revenues from marketing solutions increased by US$13.2 million, or 21.5% to US$74.8 million for the six months ended June 30, 2020 from US$61.5 million for the same period in 2019, which was in line with the growth of our marketing solutions business, primarily driven by higher market demand. Cost of revenue from enterprise solutions increased by US$1.5 million, to US$2.5 million for the six months ended June 30, 2020 from US$1.0 million for the same period in 2019, which was primarily due to the launch of more SaaS-based product offerings. As a result of the above, our gross profit increased by US$3.9 million, or 15.0%, to US$29.9 million for the six months ended June 30, 2020 from US$26.0 million for the same period in 2019. Our gross profit from marketing solutions remained relatively stable at US$22.8 million for the six months ended June 30, 2020 and for the same period in 2019.  Our gross profit from enterprise solutions increased significantly by US$3.9 million to US$7.0 million for the six months ended June 30, 2020 from US$3.2 million for the same period in 2019.

Our gross profit margin decreased to 27.9% for the six months ended June 30, 2020 from 29.3% for the same period in 2019. Gross profit margin for our marketing solutions decreased to 23.4% for the six months ended June 30, 2020 from 27.0% for the same period in 2019, primarily due to higher market demand for specified action marketing campaigns especially in sectors such as online gaming, online education and e-commerce, and lower advertising budget and spending from higher margin clients in the travel and hospitality sectors during the ongoing COVID-19 outbreak. The gross profit margin for our specified action marketing campaigns is lower than our sales agency arrangement and cost-plus marketing campaigns, as cost of revenues for our sales agency arrangement and cost-plus marketing campaigns do not include media cost. As a result, an increase in the percentage of gross billing recognized as net revenues from specified actions marketing campaigns has a positive impact on our net revenues but a negative impact on gross profit margin. Gross profit margin for our enterprise solutions remained relatively stable, which was 73.8% and 75.3% for the six months ended June 30, 2020 and for the same period in 2019, respectively.  

Operating expense

Our operating expenses remain relatively stable at US$30.5 million and US$30.6 million, respectively, for the six months ended June 30, 2020 and for the same period in 2019.

 

Sales and marketing expenses. Our sales and marketing expenses decreased by US$3.8 million, or 18.0%, to US$17.1 million for the six months ended June 30, 2020 from US$20.9 million for the same period in 2019,


 

 

primarily attributable to our postponement of marketing activities in the first half of 2020 due to the COVID-19 outbreak.

 

General and administrative expenses. Our general and administrative expenses increased by US$4.3 million, or 62.7%, to US$11.1 million for the six months ended June 30, 2020 from US$6.8 million for the same period in 2019, primarily due to higher legal and professional fees in relation to our business development and financing activities.

 

Research and development expenses. Our research and development expenses decreased by US$0.5 million, or 19.3%, to US$2.3 million for the six months ended June 30, 2020 from US$2.8 million for the same period in 2019, primarily attributable to a reduction in our share-based compensation for our research and development personnel.

Interest Expense

Our interest expense increased by US$0.5 million to US$1.0 million for the six months ended June 30, 2020 from US$0.5 million for the same period in 2019, which was primarily due to our increased bank borrowings.

Interest Income

Our interest income was US$0.4 million and US$0.2 million for the six months ended June 30, 2020 and 2019, respectively.

Other Gains, Net

Our other gains, net were US$1.4 million and US$1.2 million for the six months ended June 30, 2020 and 2019, respectively, primarily due to an increase in government subsidy income.

Fair Value Losses on Convertible Notes

Our fair value losses on convertible notes increased by US$1.0 million, or 51%, to US$3.0 million for the six months ended June 30, 2020 from US$2.0 million for the same period in 2019.  The amount of our fair value losses on convertible notes was primarily impacted by volatility in the price of our ADSs.

Fair Value Losses on Derivative Liabilities

We had fair value losses on derivative liabilities of US$5.1 million for the six months ended June 30, 2020, and nil for the same period in 2019. Our fair value losses on derivative liabilities were primarily in relation to a call option for investors to purchase our convertible notes.

Share of Losses from an Equity Investee

Our share of losses of an equity investee increased as a result of our share of increased net losses from our joint venture with VGI Global Media Plc in Thailand that was set up in May 2019.

Income Tax Expense

Our income tax expense increased substantially to US$0.3 million for the six months ended June 30, 2020 from US$27 thousand for the same period in 2019, primarily due to the increase in the current portion of our income tax expense.

Net Loss

As a result of the foregoing, our net loss increased by US$2.7 million to US$8.4 million in the six months ended June 30, 2020 from US$5.7 million for the same period in 2019.

 

Liquidity and Capital Resources

 

Cash Flows and Working Capital

 


 

As of June 30, 2020, we had US$39.4 million in cash and cash equivalents, and borrowing capacity of US$42.0 million under our revolving credit facilities with a total principal amount of US$98.3 million. As of June 30, 2020, our cash and cash equivalents primarily consisted of cash on hand, cash held at bank, and short-term deposits placed with banks or other financial institutions, which have original maturities of three months or less. We believe that our current cash and cash equivalents, together with the borrowing capacity under our revolving credit facilities will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. We may, however, need additional capital in the future to fund our continued operations. If we determine that our cash requirements exceed our available financial resources, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating and financial covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table sets forth a summary of our cash flows for the periods indicated:

 

 

Six Months Ended

June 30,

 

2020

 

2019

 

(US$ in thousands)

 

 

 

 

Net cash provided by/ (used in) operating activities

3,584

 

(13,256)

Net cash (used in)/provided by investing activities

(12,338)

 

8,654

Net cash provided by financing activities

12,029

 

16,471

Net increase in cash and cash equivalents and restricted cash

3,275

 

11,869

Effect on exchange rate changes on cash and cash equivalents and restricted cash

(247)

 

(195)

Cash and cash equivalents and restricted cash at the beginning of the period

60,706

 

39,828

Cash and cash equivalents and restricted cash at the end of the period

63,734

 

51,502

 

Operating Activities

Net cash provided by operating activities amounted to US$3.6 million for the six months ended June 30, 2020, which was mainly attributable to a net loss of US$8.4 million and a net increase in working capital of US$1.2 million, offset by adjustments for non-cash items of US$13.2 million. The adjustments for non-cash items of US$13.2 million were primarily attributable to fair value losses on convertible notes and derivative liabilities of US$8.1 million, share-based compensation expenses of US$2.3 million and depreciation and amortization charges of US$3.5 million. The net increase in working capital of US$1.2 million was primarily attributable to a decrease in accounts payable of US$29.3 million, partially offset by a decrease in accounts receivable of US$17.5 million, a decrease in prepaid media costs of US$8.1 million and a decrease in other payables and accruals of US$5.4 million.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2020 was US$12.3 million, due to an increase in prepaid long-term investment costs of US$5.8 million and an increase in short-term investments of US$4.9 million, partially offset by the net of cash received in relation to our acquisition of Optimal Power Limited in May 2020.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2020 was US$12.0 million, which was primarily attributable to proceeds of US$18.5 million from our private placement with several investors in June 2020, net proceeds from bank borrowings of US$5.0 million, and proceeds of US$4.0 million from the issuance of convertible notes, net of transaction expense, partially offset by our redemption of convertible notes of US$15.2 million.

Capital Expenditures

In 2019 and the six months ended June 30, 2020, we had capital expenditures of US$0.7 million and US$0.2 million, respectively, mainly for the purchase of equipment and software.

Off-Balance Sheet Arrangement

As of June 30, 2020, we did not have any off-balance sheet arrangements.


 

Increase to our Post IPO Share Incentive Plan

 

On August 31, 2020, our board of directors approved an increase of 1,000,000 Class A ordinary shares to the award pool under our Post-IPO Share Incentive Plan.

iclk-ex992_7.htm

 

Exhibit 99.2

iCLICK INTERACTIVE ASIA GROUP LIMITED

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

Pages

 

 

Unaudited Interim Condensed Consolidated Financial Statements

 

Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2019 and June 30, 2020

1-3

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Six Months Ended June 30, 2019 and 2020

4

Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2019 and 2020

5-6

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2020

7-8

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

9-47

 

 

 

 


 

iCLICK INTERACTIVE ASIA GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 AND JUNE 30, 2020

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

 

 

 

 

 

 

 

As of

 

 

 

Note

 

 

December 31,

2019

 

 

June 30,

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

5

 

 

 

36,854

 

 

 

39,355

 

Time deposits

 

 

5

 

 

 

410

 

 

 

473

 

Restricted cash

 

 

6

 

 

 

23,852

 

 

 

24,379

 

Short-term investments

 

2(c)

 

 

 

 

 

 

4,952

 

Amount due from an equity investee

 

7(b)

 

 

 

155

 

 

 

199

 

Accounts receivable, net of allowance for credit losses of

   US$3,469 and US$7,147 as of December 31, 2019 and

   June 30, 2020 respectively

 

 

9

 

 

 

143,971

 

 

 

123,245

 

Rebates receivable

 

 

 

 

 

 

5,603

 

 

 

5,971

 

Prepaid media costs

 

 

 

 

 

 

25,565

 

 

 

17,337

 

Other current assets

 

 

10

 

 

 

8,983

 

 

 

13,747

 

Total current assets

 

 

 

 

 

 

245,393

 

 

 

229,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

24(e)

 

 

 

1,033

 

 

 

1,091

 

Property and equipment, net

 

 

11

 

 

 

536

 

 

 

511

 

Investment in an equity investee

 

7(a)

 

 

 

158

 

 

 

502

 

Prepayment for long-term investments

 

 

8

 

 

 

1,000

 

 

 

6,785

 

Other long-term investments

 

 

8

 

 

 

1,503

 

 

 

3,445

 

Intangible assets, net

 

 

12

 

 

 

4,418

 

 

 

55,175

 

Goodwill

 

 

13

 

 

 

65,710

 

 

 

65,710

 

Other assets

 

 

10

 

 

 

109

 

 

 

185

 

Right-of-use assets

 

 

 

 

 

 

1,656

 

 

 

1,199

 

Total non-current assets

 

 

 

 

 

 

76,123

 

 

 

134,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

321,516

 

 

 

364,261

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

- 1 -


 

iCLICK INTERACTIVE ASIA GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

AS OF DECEMBER 31, 2019 AND JUNE 30, 2020

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

 

 

 

 

 

 

 

As of

 

 

 

Note

 

 

December 31,

2019

 

 

June 30,

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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$27 and US$3,460 as of December 31, 2019

   and June 30, 2020, respectively)

 

 

 

 

 

 

66,161

 

 

 

36,131

 

Deferred revenue (including deferred revenue of the

   consolidated VIE and its subsidiaries without

   recourse to the Company of US$866 and

   US$551 as of December 31, 2019 and

   June 30, 2020, respectively)

 

 

15

 

 

 

27,089

 

 

 

25,785

 

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$1,802 and

   US$1,417 as of December 31, 2019 and

   June 30, 2020, respectively)

 

 

16

 

 

 

19,937

 

 

 

30,974

 

Bank borrowings

 

 

17

 

 

 

36,851

 

 

 

41,980

 

Convertible notes at fair value

 

 

18

 

 

 

49,008

 

 

 

4,653

 

Derivatives liabilities

 

 

18

 

 

 

 

 

 

5,123

 

Income tax payable

 

 

 

 

 

 

3,780

 

 

 

4,171

 

Lease liabilities (including lease liabilities of the

   consolidated VIE and its subsidiaries without recourse to

   the Company of US$86 and US$44 as of

   December 31, 2019 and June 30, 2020, respectively)

 

 

 

 

 

 

1,114

 

 

 

452

 

Total current liabilities

 

 

 

 

 

 

203,940

 

 

 

149,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

16

 

 

 

449

 

 

 

512

 

Deferred tax liabilities (including deferred tax liabilities

   of the consolidated VIE and its subsidiaries without

   recourse to the Company of US$187 and US$166 as

   of December 31, 2019 and June 30, 2020, respectively)

 

24(e)

 

 

 

1,865

 

 

 

14,276

 

Lease liabilities (including lease liabilities of the

   consolidated VIE and its subsidiaries without

   recourse to the Company of US$25 and

   US$nil as of December 31, 2019 and

   June 30, 2020, respectively)

 

 

 

 

 

 

706

 

 

 

841

 

Total non-current liabilities

 

 

 

 

 

 

3,020

 

 

 

15,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

206,960

 

 

 

164,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

27

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

- 2 -


 

iCLICK INTERACTIVE ASIA GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

AS OF DECEMBER 31, 2019 AND JUNE 30, 2020

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

 

 

 

 

 

 

 

As of

 

 

 

Note

 

 

December 31,

2019

 

 

June 30,

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares – Class A (US$0.001 par value;

   80,000,000   shares authorized as of December 31, 2019

   and June 30, 2020, respectively; 23,870,027 shares and

   34,467,143 shares issued and outstanding as of

   December 31, 2019 and June 30, 2020, respectively)

 

 

19

 

 

 

24

 

 

 

34

 

Ordinary shares – Class B (US$0.001 par value;

   20,000,000   shares authorized as of December 31, 2019

   and June 30, 2020, respectively; 4,820,608 shares

   issued and outstanding as of December 31, 2019 and

   June 30, 2020, respectively)

 

 

19

 

 

 

5

 

 

 

5

 

Treasury shares (1,744,873 and 1,542,402 shares as of

   December 31, 2019 and June 30, 2020, respectively)

 

 

19

 

 

 

(4,858

)

 

 

(5,429

)

Additional paid-in capital

 

 

 

 

 

 

305,344

 

 

 

394,533

 

Statutory reserves

 

 

 

 

 

 

81

 

 

 

81

 

Accumulated other comprehensive losses

 

 

 

 

 

 

(7,479

)

 

 

(6,849

)

Accumulated deficit

 

 

 

 

 

 

(191,016

)

 

 

(202,339

)

Total iClick Interactive Asia Group Limited shareholders’

   equity

 

 

 

 

 

 

102,101

 

 

 

180,036

 

Non-controlling interest

 

 

 

 

 

 

12,455

 

 

 

19,327

 

Total equity

 

 

 

 

 

 

114,556

 

 

 

199,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

 

 

 

 

321,516

 

 

 

364,261

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

- 3 -


 

iCLICK INTERACTIVE ASIA GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2020

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

 

 

 

 

 

 

 

For the six months ended

June 30,

 

 

 

Note

 

 

2019

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

 

22

 

 

 

88,565

 

 

 

107,148

 

Cost of revenues

 

 

 

 

 

 

(62,579

)

 

 

(77,270

)

Gross profit

 

 

 

 

 

 

25,986

 

 

 

29,878

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

 

 

 

 

(2,849

)

 

 

(2,300

)

Sales and marketing expenses

 

 

 

 

 

 

(20,868

)

 

 

(17,116

)

General and administrative expenses

 

 

 

 

 

 

(6,838

)

 

 

(11,127

)

Total operating expenses

 

 

 

 

 

 

(30,555

)

 

 

(30,543

)

Operating loss

 

 

 

 

 

 

(4,569

)

 

 

(665

)

Interest expense

 

 

 

 

 

 

(537

)

 

 

(1,015

)

Interest income

 

 

 

 

 

 

214

 

 

 

362

 

Other gains, net

 

 

23

 

 

 

1,212

 

 

 

1,388

 

Fair value losses on convertible notes

 

 

18

 

 

 

(1,992

)

 

 

(3,007

)

Fair value losses on derivative liabilities

 

 

18

 

 

 

 

 

 

(5,123

)

Loss before income tax expense

 

 

 

 

 

 

(5,672

)

 

 

(8,060

)

Share of losses from an equity investee

 

7(a)

 

 

 

(14

)

 

 

(69

)

Income tax expense

 

 

24

 

 

 

(27

)

 

 

(320

)

Net loss

 

 

 

 

 

 

(5,713

)

 

 

(8,449

)

Less: Net loss attributable to non-controlling interests

 

 

 

 

 

 

437

 

 

 

1,097

 

Net loss attributable to iClick Interactive Asia

   Group Limited’s ordinary shareholders

 

 

 

 

 

 

(5,276

)

 

 

(7,352

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(5,713

)

 

 

(8,449

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of US$nil

   tax

 

 

 

 

 

 

89

 

 

 

612

 

Comprehensive loss

 

 

 

 

 

 

(5,624

)

 

 

(7,837

)

Comprehensive loss attributable to non-controlling interest

 

 

 

 

 

 

437

 

 

 

1,115

 

Comprehensive loss attributable to iClick

   Interactive Asia Group Limited

 

 

 

 

 

 

(5,187

)

 

 

(6,722

)

Net loss per share attributable to iClick

   Interactive Asia Group Limited

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

 

25

 

 

 

(0.19

)

 

 

(0.21

)

- Diluted

 

 

25

 

 

 

(0.19

)

 

 

(0.21

)

Weighted average number of ordinary shares used

   in per share calculation:

 

 

 

 

 

 

 

 

 

 

 

 

- Basic

 

 

25

 

 

 

28,350,323

 

 

 

34,795,154

 

- Diluted

 

 

25

 

 

 

28,350,323

 

 

 

34,795,154

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

- 4 -


 

iCLICK INTERACTIVE ASIA GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2020

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

 

 

 

Ordinary shares

 

 

Treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

shares

 

 

Amount

 

 

Number of

shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Accumulated

deficit

 

 

Statutory

reserves

 

 

Accumulated

other

comprehensive

losses

 

 

Total iClick

Interactive

Asia Group

Limited

shareholders’

equity

 

 

Non-

controlling

interests

 

 

Total

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as

   of December

   31, 2018

 

 

27,986,700

 

 

 

28

 

 

 

1,363,860

 

 

 

(576

)

 

 

293,072

 

 

 

(181,413

)

 

 

81

 

 

 

(5,867

)

 

 

105,325

 

 

 

1,315

 

 

 

106,640

 

Reissuance of

   treasury

   shares upon

   exercise of

   employee share

   options and

   vesting

   of restricted

   share units

   (“RSUs”)

 

 

109,926

 

 

 

1

 

 

 

(109,926

)

 

 

47

 

 

 

192

 

 

 

 

 

 

 

 

 

 

 

 

240

 

 

 

 

 

 

240

 

Share-based

   compensation

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,222

 

 

 

 

 

 

 

 

 

 

 

 

1,222

 

 

 

 

 

 

1,222

 

RSUs vested

 

 

11,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business

   combinations

   (Note 4(a))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,815

 

 

 

11,815

 

Capital

   injection in a

   subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(99

)

 

 

(99

)

Repurchase of

   ordinary

   shares

 

 

 

 

 

 

 

 

62,787

 

 

 

(482

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(482

)

 

 

 

 

 

(482

)

Issuance of

   ordinary

   shares

   pursuant to

   convertible

   notes

   conversion

   (Note 18)

 

 

410,241

 

 

 

 

 

 

 

 

 

 

 

 

4,431

 

 

 

 

 

 

 

 

 

 

 

 

4,431

 

 

 

 

 

 

4,431

 

Net loss for

   the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,276

)

 

 

 

 

 

 

 

 

(5,276

)

 

 

(437

)

 

 

(5,713

)

Foreign

   currency

   translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89

 

 

 

89

 

 

 

 

 

 

89

 

Balance as of

   June 30, 2019

 

 

28,518,117

 

 

 

29

 

 

 

1,316,721

 

 

 

(1,011

)

 

 

298,917

 

 

 

(186,689

)

 

 

81

 

 

 

(5,778

)

 

 

105,549

 

 

 

12,594