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
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Commission File Number: 001-33765
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AIRNET TECHNOLOGY INC.
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 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
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. | |||
| By: |
/s/ Herman Man Guo | ||
| Name: | Herman Man Guo | ||
| Title: | Chairman and Chief Executive Officer | ||
Date: August 28, 2019
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 99.1 | Unaudited Condensed Consolidated Balance Sheet of AirNet Technology Inc. as of June 30, 2019 and Unaudited Condensed Consolidated Statement of Operations of AirNet Technology Inc. for the six months ended June 30, 2019 | |||
Exhibit 99.1
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(In U.S. dollars in thousands, except share and per share data)
| As of June 30, | ||||
| 2019 | ||||
| (Unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,481 | ||
| Cash under escrow account | 2,541 | |||
| Restricted cash | 1 | |||
| Accounts receivable, net | 10,833 | |||
| Notes receivable | 218 | |||
| Prepaid concession fees | 847 | |||
| Other current assets, net | 43,675 | |||
| Amount due from related parties | 26 | |||
| Total current assets | 63,622 | |||
| Property and equipment, net | 13,942 | |||
| Prepaid equipment costs | 2,250 | |||
| Long-term investments | 45,546 | |||
| Long-term deposits | 1,223 | |||
| Operating lease right-of-use assets | 2,174 | |||
| Other non-current assets | 33 | |||
| TOTAL ASSETS | 128,790 | |||
| Liabilities | ||||
| Current liabilities: | ||||
| Short-term loans | 6,118 | |||
| Accounts payable | 33,414 | |||
| Accrued expenses and other current liabilities | 8,229 | |||
| Deferred revenue | 4,600 | |||
| Income tax payable | 11,261 | |||
| Operating lease liabilities | 984 | |||
| Consideration received from buyer | 29,133 | |||
| Payable of earnout commitment | 22,222 | |||
| Total current liabilities | 115,961 | |||
| Non-current liabilities: | ||||
| Long-term loan | 2,695 | |||
| Operating lease liabilities, non-current | 1,056 | |||
| Total liabilities | 119,712 | |||
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET - CONTINUED
(In U.S. dollars in thousands, except share and per share data)
| As of June 30, | ||||
| 2019 | ||||
| (Unaudited) | ||||
| Equity | ||||
| Ordinary shares ($0.001 par value; 900,000,000 shares authorized; 127,697,055 shares issued as of June 30, 2019) | 128 | |||
| Additional paid-in capital | 284,794 | |||
| Treasury stock (2,032,278 shares as of June 30, 2019) | (2,351 | ) | ||
| Accumulated deficits | (267,236 | ) | ||
| Accumulated other comprehensive income | 31,378 | |||
| Total AirNet Technology Inc.'s shareholders' equity | 46,713 | |||
| Non-controlling interests | (37,635 | ) | ||
| Total equity | 9,078 | |||
| TOTAL LIABILITIES AND EQUITY | $ | 128,790 | ||
AIRNET TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In U.S. dollars in thousands, except share and per share data)
| Six months ended June 30, 2019 | ||||
| (Unaudited) | ||||
| Revenues | $ | 12,925 | ||
| Business tax and other sales tax | (99 | ) | ||
| Net revenues | 12,826 | |||
| Less: Cost of revenues | 11,866 | |||
| Gross profit | 960 | |||
| Operating expenses: | ||||
| Selling and marketing | 2,196 | |||
| General and administrative | 8,402 | |||
| Total operating expenses | 10,598 | |||
| Loss from operations | (9,638 | ) | ||
| Interest expense, net | (240 | ) | ||
| Loss on long-term investments | (809 | ) | ||
| Gain from liability settlement | 6,572 | |||
| Other expense, net | (1,303 | ) | ||
| Loss from operations before income taxes | (5,418 | ) | ||
| Income tax expenses | (38 | ) | ||
| Net loss | (5,456 | ) | ||
| Less: Net loss from operations attributable to non-controlling interests | (635 | ) | ||
| Net loss from operations attributable to AirNet Technology Inc.'s shareholders | $ | (4,821 | ) | |
| Net loss | $ | (5,456 | ) | |
| Net loss attributable to AirNet Technology Inc.'s shareholders | $ | (4,821 | ) | |
| Net loss attributable to AirNet Technology Inc.’s shareholders per ordinary share | ||||
| - Basic and diluted | $ | (0.04 | ) | |
| Net loss attributable to AirNet Technology Inc.’s shareholders per ADS | ||||
| - Basic and diluted | $ | (0.38 | ) | |
| Weighted average ordinary shares used in calculating net loss per ordinary share | ||||
| - Basic and diluted | 125,664,777 | |||
| Weighted average ADS used in calculating net loss per ADS | ||||
| - Basic and diluted | 12,566,478 | |||