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 December 2020
Commission File Number: 001-33765
AIRNET TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)
15/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The 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 x 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): ¨
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.
| AIRNET TECHNOLOGY INC. | ||
| Date: December 23, 2020 | By: | /s/ Herman Man Guo |
| Name: | Herman Man Guo | |
| Title: | Chairman and Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 99.1 | Unaudited Condensed Consolidated Balance Sheets of AirNet Technology Inc. as of December 31, 2019 and June 30, 2020 and Unaudited Condensed Consolidated Statements of Operations of AirNet Technology Inc. for the six months ended June 30, 2019 and 2020 |
Exhibit 99.1
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars in thousands, except share and per share data)
| As of December 31, | As of June 30, | |||||||
| 2019 | 2020 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 958 | $ | 1,574 | ||||
| Restricted cash | 1 | 1 | ||||||
| Accounts receivable, net | 8,421 | 11,566 | ||||||
| Notes receivable | - | 156 | ||||||
| Prepaid concession fees, net | 718 | - | ||||||
| Other current assets, net | 28,796 | 26,892 | ||||||
| Amounts due from related parties | 27 | 28 | ||||||
| Total current assets | 38,921 | 40,217 | ||||||
| Property and equipment, net | 13,380 | 12,662 | ||||||
| Prepaid equipment costs, net | 30 | 29 | ||||||
| Long-term investments, net | 43,002 | 41,005 | ||||||
| Long-term deposits, net | 854 | 863 | ||||||
| Operating lease right-of-use assets | 1,519 | 1,051 | ||||||
| TOTAL ASSETS | 97,706 | 95,827 | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Short-term loan | 144 | 3,318 | ||||||
| Accounts payable | 35,544 | 37,372 | ||||||
| Accrued expenses and other current liabilities | 8,544 | 7,903 | ||||||
| Deferred revenue | 2,813 | 2,528 | ||||||
| Income tax payable | 11,833 | 11,632 | ||||||
| Amounts due to related parties | 3,127 | 4,271 | ||||||
| Operating lease liability, current | 902 | 910 | ||||||
| Consideration received from buyer | 28,728 | 28,308 | ||||||
| Payable of earnout commitment | 21,913 | 21,593 | ||||||
| Total current liabilities | 113,548 | 117,835 | ||||||
| Non-current liabilities: | ||||||||
| Long-term loan | 2,586 | 2,477 | ||||||
| Operating lease liability, non-current | 535 | 52 | ||||||
| Total liabilities | 116,669 | 120,364 | ||||||
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(In U.S. dollars in thousands, except share and per share data)
| As of December 31, | As of June 30, | |||||||
| 2019 | 2020 | |||||||
| (Unaudited) | ||||||||
| Equity | ||||||||
| Ordinary shares ($0.001 par value; 900,000,000 shares authorized; 127,697,055 shares issued as of December 31, 2019 and June 30, 2020; 125,664,777 shares outstanding as of December 31, 2019 and June 30, 2020) | 128 | 128 | ||||||
| Additional paid-in capital | 284,887 | 284,980 | ||||||
| Treasury stock (2,032,278 shares as of December 31, 2019 and June 30, 2020) | (2,351 | ) | (2,351 | ) | ||||
| Accumulated deficit | (293,892 | ) | (299,061 | ) | ||||
| Accumulated other comprehensive income | 31,692 | 32,263 | ||||||
| Total AirNet Technology Inc.'s shareholders' equity | 20,464 | 15,959 | ||||||
| Non-controlling interests | (39,427 | ) | (40,496 | ) | ||||
| Total deficit | (18,963 | ) | (24,537 | ) | ||||
| TOTAL LIABILITIES AND DEFICIT | $ | 97,706 | $ | 95,827 | ||||
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars in thousands, except share and per share data)
| Six months ended June 30, | ||||||||
| 2019 | 2020 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | 12,925 | $ | 12,213 | ||||
| Business tax and surcharges | (99 | ) | (53 | ) | ||||
| Net revenues | 12,826 | 12,160 | ||||||
| Less: Cost of revenues | 11,866 | 11,100 | ||||||
| Gross profit | 960 | 1,060 | ||||||
| Operating expenses: | ||||||||
| Selling and marketing | 2,196 | 1,210 | ||||||
| General and administrative | 7,769 | 4,050 | ||||||
| Research and development | 633 | 420 | ||||||
| Total operating expenses | 10,598 | 5,680 | ||||||
| Loss from operations | (9,638 | ) | (4,620 | ) | ||||
| Interest expense, net | (240 | ) | (335 | ) | ||||
| Loss from long-term investments | (809 | ) | (1,327 | ) | ||||
| Gain from liability settlement | 6,572 | - | ||||||
| Other (expense) income, net | (1,303 | ) | 712 | |||||
| Loss from operations before income taxes | (5,418 | ) | (5,570 | ) | ||||
| Income tax expenses | (38 | ) | (1 | ) | ||||
| Net loss | (5,456 | ) | (5,571 | ) | ||||
| Less: Net loss from operations attributable to non-controlling interests | (635 | ) | (402 | ) | ||||
| Net loss from operations attributable to AirNet Technology Inc.'s shareholders | $ | (4,821 | ) | $ | (5,169 | ) | ||
| Net loss | $ | (5,456 | ) | $ | (5,571 | ) | ||
| Net loss attributable to AirNet Technology Inc.'s shareholders | $ | (4,821 | ) | $ | (5,169 | ) | ||
| Net loss attributable to AirNet Technology Inc.’s shareholders per ordinary share | ||||||||
| - Basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | ||
| Net loss attributable to AirNet Technology Inc.’s shareholders per ADS | ||||||||
| - Basic and diluted | $ | (0.38 | ) | $ | (0.41 | ) | ||
| Weighted average ordinary shares used in calculating net loss per ordinary share | ||||||||
| - Basic and diluted | 125,664,777 | 125,664,777 | ||||||
| Weighted average ADS used in calculating net loss per ADS | ||||||||
| - Basic and diluted | 12,566,478 | 12,566,478 | ||||||